APQ Global Limited
("APQ Global" or the "Company")
Interim results for the period from 1 January 2022 to 30 June 2022
HIGHLIGHTS
For the six months ended 30 June 2022
Financial highlights
Book Value at 30 June 2022 was $12.53m, a decrease of $11.06m from $23.59m since the start of the period. The term "book value" herein includes the assets of APQ Global Limited and its subsidiaries net of any liabilities. The results include the net assets of the Company and its subsidiaries, presented in US dollars.
Book Value per share in the period decreased by 14.1 cents from 30.07 to 15.97 cents.
Loss per share for the period was -$0.14117 (loss for six months ended 30 June 2021: -$0.06001).
The meaningful decline in book value was driven by the risk-off mood in global markets. The liquid equity market positioning was unchanged at the end of June, however equities and bonds suffered from material price declines. The private investments are unaffected by the market volatility and continue to perform well in line with management expectations.
No dividends were paid in the 6 months period ended 30 June 2022 (6 months ended 30 June 2021: none).
There have been further AIM market trades since 30 June 2022, details of these can be found on the London Stock Exchange website by following the link below. Monthly book values are also made available as they fall due.
http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GG00BZ6VP173GGGBXASQ1.html
For further enquiries, please contact:
APQ Global Limited
Bart Turtelboom - Chief Executive Officer
020 3478 9708
Singer Capital Markets Advisory LLP - Nominated Adviser and Broker
James Maxwell / Justin McKeegan/ Oliver Platts
020 7496 3000
Carey Group - TISE sponsor
Claire Torode
01481 737 279
Investor Relations
IR@APQGlobal.com
Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is an investment company incorporated in Guernsey. The Company focuses its investment activities globally (in Asia, Latin America, Eastern Europe, the Middle East, Africa and the Channel Islands, particularly).
The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses as well as earning revenue from income generating operating activities in capital markets[1]. APQ Global run a well-diversified and liquid portfolio, take strategic stakes in selected businesses and plan to take operational control of companies through the acquisition of minority and majority stakes in companies with a focus on emerging markets.
For more information, please visit apqglobal.com
Business highlights
Shortly after the 6-month period ended 30 June 2022 APQ received MFSA approval for the 100% share purchase and acquisition of WDM Advisory Limited and WDM Trustees Limited, both to be renamed Promethean respectively. These 2 businesses are an addition to the existing corporate service providers within the APQ Group. APQ is continuing to review the market for strategic investments which would provide further synergies with the current investment portfolio.
There have been no changes to the board composition, or any key market advisors and no changes are expected to be made at this stage.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and gives a true and fair view of the assets, liabilities, financial position and profit of the group as required by DTR 4.2.4R;
· the half yearly report includes a fair review of the information required by:
o DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
o DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period.
For and on behalf of the Board
Wayne Bulpitt
Chairman, APQ Global Limited
Date: 28 September 2022
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
For the six months ended 30 June 2022
| |
Note | For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
| | | $ |
| $ |
| | | | | |
| Turnover | 4 | 5,519,712 | | 3,184,587 |
| | | | | |
| Net loss on financial assets at fair value through profit and loss | 13 | (16,679,054) | | (4,118,423) |
| | | | | |
| Administrative expenses | 5 | 1,310,886 | | (2,400,408) |
| | | | | |
| Operating loss for the period before tax |
| (9,848,456) |
| (3,334,244) |
|
| | | | |
| Interest receivable | 8 | 7,100 | | 6,202 |
| | | | | |
| Finance costs | 9 | (1,227,892) | | (1,375,415) |
|
| | | | |
| Loss on ordinary activities before taxation |
| (11,069,248) |
| (4,703,457) |
|
| | | | |
| Tax on loss on ordinary activities | | - | | - |
| | | | | |
| Loss on ordinary activities before taxation | | (11,069,248) | | (4,703,457) |
|
| | | | |
| Other comprehensive income | | - | | - |
|
| | | | |
| Total comprehensive loss for the period |
| (11,069,248) |
| (4,703,457) |
|
|
|
|
|
|
| Basic and diluted earnings per share | 10 | -0.14117 |
| (0.06001) |
|
| | | | |
The notes on pages 14 to 32 form an integral part of the Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)----
As at 30 June 2022
| | | 30 June 2022 |
| 31 December 2021 |
|
| Note | $ |
| $ |
| Assets | | | | |
| Non-current assets | | | | |
| Property, plant and equipment | 12 | 34,791 | | 34,168 |
| Right of use assets | 21 | 40,093 | | 80,187 |
| Investments | 13 | 44,454,997 | | 59,734,052 |
| Total non-current assets |
| 44,529,881 |
| 59,848,407 |
| | | | | |
| Current assets | | | | |
| Trade and other receivables | 14 | 411,289 | | 940,428 |
| Cash and cash equivalents | | 1,784,151 | | 670,644 |
| Total current assets |
| 2,195,440 |
| 1,611,072 |
| | | | | |
| Total assets |
| 46,725,321 |
| 61,459,479 |
| | | | | |
|
|
| | | |
| Current liabilities |
| | | |
| Trade and other payables | 15 | (477,694) | | (840,406) |
| Total current liabilities |
| (477,694) |
| (840,406) |
|
| | | | |
| Long term liabilities | | | | |
| 3.5% Convertible Unsecured Loan Stock | 16 | (33,715,582) | | (37,025,083) |
| Total long-term liabilities |
| (33,715,582) |
| (37,025,083) |
|
|
| | | |
| Net assets |
| 12,532,045 |
| 25,593,990 |
|
|
| | | |
| Equity |
| | | |
| Share capital | 18 | 100,073,549 | | 100,005,450 |
| Equity component of 3.5% Convertible Unsecured Loan Stock | 16 | 6,919,355 | | 6,919,355 |
| Other capital reserves | 19 | 106,535 | | 167,331 |
| Retained earnings | | (89,639,881) | | (78,570,633) |
| Exchange reserve | | (4,927,513) | | (4,927,513) |
|
| | | | |
| Total equity |
| 12,532,045 |
| 23,593,990 |
|
|
|
|
|
|
| Net asset value per ordinary share |
| 15.97 |
| 30.07 |
The Financial Statements were approved by the Board of Directors of APQ Global Limited and signed on 28 September 2022 on its behalf by:
___________________ ___________________
Bart Turtelboom Philip Soulsby
Chief Executive Officer Director
The notes on pages 14 to 32 form an integral part of the Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
For the six months ended 30 June 2022
| | Share capital
$ |
CULS equity component
$ |
Convertible preference shares equity component
$ | Share warrants
$ |
Other capital reserves
$ | Retained earnings
$ | Exchange reserve
$ | Total
$ |
| At 1 January 2021 | 99,869,252 | 6,919,355 | 100,813 | 107,702 | 259,460 | (71,085,642) | (4,927,513) | 31,243,427 |
| | | | | | | | | |
| Comprehensive income for the period | | | | | | | | |
| Loss for the period | - | - | - | - | - | (4,703,457) | - | (4,703,457) |
| | | | | | | | | |
| Total comprehensive income for the period | - |
- | - | - | - | (4,703,457) | - | (4,703,457) |
| | | | | | | | | |
| Contributions by and distributions to owners | | | | | | | | |
| Share based payments | - | - | - | - | 34,130 | - | - | 34,130 |
| Share based payments settled in cash | - | - | - | - | (6,736) | - | - | (6,736) |
| Issue of share awards | 68,099 | - | - | - | (68,099) | - | - | - |
| | | | | | | | | |
| As at 30 June 2021 | 99,937,351 | 6,919,355 | 100,813 | 107,702 | 218,755 | (75,789,099) | (4,927,513) | 26,567,364 |
| | | | | | | | | |
The notes on pages 14 to 32 form an integral part of the Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) (continued)
For the six months ended 30 June 2022
| | Share capital
$ |
CULS equity component
$ |
Convertible preference shares equity component
$ | Share warrants
$ |
Other capital reserves
$ | Retained earnings
$ | Exchange reserve
$ | Total
$ |
| At 1 January 2022 | 100,005,450 | 6,919,355 | - | - | 167,331 | (78,570,633) | (4,927,513) | 23,593,990 |
| | | | | | | | | |
| Comprehensive income for the period | | | | | | | | |
| Loss for the period | - | - | - | - | - | (11,069,248) | - | (11,069,248) |
| | | | | | | | | |
| Total comprehensive income for the period | - |
- | - | - | - | (11,069,248) | - | (11,069,248) |
| | | | | | | | | |
| Contributions by and distributions to owners | | | | | | | | |
| Share based payments | - | - | - | - | 14,039 | - | - | 34,130 |
| Share based payments settled in cash | - | - | - | - | (6,736) | - | - | (6,736) |
| Issue of share awards | 68,099 | - | - | - | (68,099) | - | - | - |
| | | | | | | | | |
| As at 30 June 2022 | 100,073,549 | 6,919,355 | - | - | 106,535 | (89,639,881) | (4,927,513) | 12,532,045 |
| | | | | | | | | |
The notes on pages 14 to 32 form an integral part of the Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
For the six months ended 30 June 2022
| | | For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
| Cash flow from operating activities | Note | $ |
| $ |
|
| | | | |
| Cash generated from operations | | | | |
| Loss for the financial period | | (11,069,248) | | (4,703,457) |
| Adjustments for non-cash income and expenses |
|
|
|
|
| Equity settled share-based payments | 19 | 14,039 | | 34,130 |
| Depreciation tangible fixed assets | 12 | 8,405 | | 4,633 |
| Depreciation right of use assets | | 40,094 | | 40,094 |
| Net loss on financial assets at fair value through profit and loss | 13 | 16,679,054 | | 4,118,423 |
| Exchange rate fluctuations | | (3,811,117) | | 374,919 |
| Changes in operating assets and liabilities | | | | |
| Increase in trade and other receivables | 14 | (31,628) | | (80,540) |
| Decrease in trade and other payables | 15 | (187,107) | | (28,202) |
| Decrease in receivables from group undertakings | 14 | 560,767 | | 292,468 |
| (Decrease)/increase in payables from group undertakings | 15 | (129,876) | | 19,140 |
| Cash generated from operations | | 2,073,383 | | 71,608 |
| | | | | |
| Interest receivable | 8 | (7,100) | | (6,202) |
| Finance costs | 9 | 1,227,892 | | 1,375,415 |
| | | | | |
| Net cash inflow from operating activities |
| 2,744,176 |
| 1,440,821 |
|
|
|
|
|
|
| Cash flow from investing activities | | | | |
| Payments to acquire investments | 13 | (1,400,000) | | (449,145) |
| Payments to acquire property, plant and equipment | 12 | (9,028) | | (11,081) |
| Interest received | 8 | 7,100 | | 6,202 |
| | | | | |
| Net cash outflow from investing activities |
| (1,401,928) |
| (454,024) |
|
|
|
|
|
|
| Cash flow from financing activities |
|
|
|
|
| Equity dividends paid | 11 | - | | - |
| Preference share dividends paid | 9 | - | | (80,400) |
| Interest on CULS | 16 | (669,427) | | (729,107) |
| Cash settled share-based payments | 19 | (6,736) | | (6,736) |
| Payments for lease rental | 21 | (55,395) | | (44,213) |
| | | | | |
| Net cash outflow from financing activities |
| (731,558) |
| (860,456) |
|
| | | | |
| Net increase / (decrease) in cash and cash equivalents |
| 1,160,689 |
| 126,341 |
|
| | | | |
| Cash and cash equivalents at beginning of period | | 670,644 | | 509,928 |
| | | | | |
| Exchange rate fluctuations on cash and cash equivalents | | (47,182) | | 10,152 |
| | | | | |
| Cash and cash equivalents at end of period |
| 1,784,151 |
| 646,421 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) (CONTINUED)
For the six months ended 30 June 2022
|
|
| For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
|
|
| $ |
| $ |
| Reconciliation of cash flows to debt |
|
|
|
|
| Brought forward |
| 37,108,863 | | 37,734,253 |
| Cash flows used in servicing interest payments of CULS |
| (669,427) | | (729,107) |
| Cash flows used in principal payments of lease liabilities |
| (55,395) | | (44,213) |
| Non cash flows - amortisation of discount on CULS issue |
| 1,225,319 | | 1,288,720 |
| Non cash flows - amortisation of discount on lease liabilities |
| 2,573 | | 6,295 |
| Exchange differences |
| (3,858,300) | | 382,245 |
| Closing balance |
| 33,753,633 |
| 38,638,193 |
|
|
|
|
|
|
| Net debt comprises the following: |
|
|
|
|
| Convertible Unsecured Loan Stock 2024 |
| 33,715,582 |
| 37,166,854 |
| 6% convertible preference shares |
| - |
| 1,347,099 |
| Lease liabilities |
| 38,051 |
| 124,240 |
|
|
| 33,753,633 |
| 38,638,193 |
The notes on pages 14 to 32 form an integral part of the Financial Statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
1. Corporate information
The interim consolidated financial statements of APQ Global Limited (the "Group") for the six months ended 30 June 2022 were authorised for issue in accordance with a resolution of the Board of Directors on 29 September 2022. The Company is incorporated as a limited company in Guernsey. The Company was incorporated on 10 May 2016 for an unlimited duration in accordance with the Companies (Guernsey) Law, 2008. The Company's registered office is at PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.
The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses in emerging markets as well as earning revenue from income generating operating activities[2].
The Company and its subsidiaries have no investment restrictions and no maximum exposure limits will apply to any investments made by the Group, unless otherwise determined and set by the Board from time to time. No material change will be made to the Company's or subsidiaries objective or investing policy without the approval of Shareholders by ordinary resolution.
The Group's investment activities are managed by the Board.
The shares are quoted on The International Stock Exchange for informational purposes. The ordinary shares are admitted to trading on AIM.
2. Significant accounting policies
2.1 Basis of preparation
These interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2021 Annual Report.
Taking account of the financial resources available to the Company, the directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook. After making enquiries the directors have a reasonable expectation that the Company has adequate resources for the foreseeable future, a period of not less than twelve months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.
2.2 Basis of accounting
APQ Global Limited has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 annual financial statements.
2.3 Functional and presentational currency
The Company's presentational and functional currency is US Dollars.
2.4 Fair value measurement
The Company measures its investments in APQ Cayman Limited, APQ Corporate Services Limited, APQ Knowledge Limited and BARTR Holdings Limited at fair value at each reporting date.
For APQ Cayman Limited this is considered to be the carrying value of the net assets of APQ Cayman Limited. APQ Cayman Limited measures its underlying investments at fair value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
2. Significant accounting policies (continued)
2.4 Fair value measurement (continued)
The fair value for financial instruments traded in active markets at the reporting date is based on their quoted price (bid price for long positions and ask price for short positions), without any deduction for transaction costs.
For all other financial assets, not traded in an active market, including APQ Corporate Services Limited, APQ Knowledge Limited and BARTR Holdings Limited, the fair value is determined by using valuation techniques deemed to be appropriate in the circumstances. These have been determined in accordance with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines. These guidelines require the valuer to make judgements with regards to the most appropriate valuation method to be used and the results and inputs used to determine these valuations. Valuation methods that may be used include:
· The income approach - valuation through discounted cash flow forecast of future cash flows or earnings, using appropriate discount rates.
· The market approach - valuation by comparing the asset being valued to comparable assets for which price information is readily available. This price information can be in the form of transactions that have occurred or market information on companies operating in a similar industry.
· The cost approach - valuation based on the cost of reproducing or replacing the asset being valued.
The use of these guidelines requires management to make judgements in relation to the inputs utilised in preparing these valuations. These include but are not limited to:
· Determination of appropriate comparable assets and benchmarks; and
· Adjustments required to existing market data to make it more comparable to the asset being valued.
The use of these guidelines additionally requires management to make significant estimates in relation to the inputs utilised in preparing these valuations. These include but are not limited to:
· Future cash flow expectations deriving from these assets; and
· Appropriate discount factors to be used in determining the discounted future cash flows.
Where an assets fair value cannot be determined the Company measures these assets at a valuation of $nil. For assets and liabilities that are measured at fair value on a recurring basis, the Company identifies transfers between levels in the hierarchy by re-assessing the categorisation (based on the lowest level input that is significant to the fair value measurement as a whole), and deems transfers to have occurred at the beginning of each reporting period.
2.5 6% Convertible preference shares
APQ Capital Services Limited, a subsidiary of the Company, issued 6% convertible preference shares ("CPS"). The CPS contain a perpetual 6% dividend rate and a conversion option for ordinary shares of APQ Global Limited. On initial issue the CPS were recognised as a liability comprising a liability held at amortised cost and a derivative conversion option held at fair value through profit and loss.
At the date of issue, the fair value of the liability component held at amortised cost was estimated by assuming that an equivalent non-convertible obligation of the Company would have a coupon rate of 7.9%. The fair value of the derivative component, containing a variable conversion rate, is derived from the difference between the value of the consideration determined for the acquisition of Parish Group Limited and the fair value assigned to the liability held at amortised cost.
The terms of the CPS were amended on the 30 June 2020, to amend the conversion option to a fixed ratio of CPS to ordinary shares. Subsequent to this amendment to the CPS are regarded as a compound instrument, comprising of a liability component and an equity component. Due to the significant change in the terms of the CPS the initial instrument was derecognised and then recognised at the new fair value. Any gain/loss on the derecognition of the liability is recognised in the statement of comprehensive income.
On amendment, the fair value of the liability component was estimated by assuming that an equivalent non-convertible obligation of the Company would have a coupon rate of 11.9%. The fair value of the equity component was determined in based on the present value of the average gain on conversion based on a range of simulated share prices.
The dividends on the convertible preference shares are taken to the statement of comprehensive income as finance costs.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
2. Significant accounting policies (continued)
2.6 Share warrants
Share warrants issued are measured at fair value at the date of issue using the Black-Scholes pricing model, which incorporates certain input assumptions including the warrant price, risk-free interest rate, expected warrant life and expected share price volatility. The fair value is included as a component of equity and is transferred from the share warrant equity reserve to share capital on exercise. If the warrants expire then the fair value is transferred from the share warrant equity reserve to retained earnings.
3. Segment Information
For management purposes, the Group is organised into one main operating segment, which invests in equities and credit, government and local currency bonds. All of the Group's activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.
The following table analyses the Group's assets by geographical location. The basis for attributing the assets are the place of listing for the securities or for non-listed securities, country of domicile.
| | | 30 June 2022 |
| 30 June 2021 |
| Group |
| $ |
| $ |
|
| | | | |
| Cayman | | 28,971,027 | | 49,687,720 |
| United Kingdom | | 480,794 | | 497,397 |
| Guernsey | | 15,092,820 | | 11,979,620 |
| Europe |
| 2,180,678 |
| 3,501,488 |
| |
|
|
|
|
| | | 46,725,319 | | 65,666,225 |
4. Analysis of turnover
| | | For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
|
|
| $ |
| $ |
|
| | | | |
| Dividends received from APQ Cayman Limited | | 5,519,712 | | 3,087,885 |
| Dividends received from APQ Knowledge | | - | | 96,702 |
| |
|
|
|
|
| | | 5,519,712 | | 3,184,587 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
5. Analysis of administrative expenses
| | | For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
|
|
| $ |
| $ |
|
| | | | |
| Personnel expenses | | 420,954 | | 522,525 |
| Depreciation of tangible fixed assets expenses | | 8,405 | | 4,633 |
| Depreciation of right of use assets | | 40,094 | | 40,661 |
| Payments on short term leases | | 61,556 | | - |
| Audit fees | | 78,205 | | 85,489 |
| Nominated advisor fees | | - | | 34,364 |
| Administration fees and expenses | | 107,651 | | 87,436 |
| Director's remuneration | | 115,180 | | 84,668 |
| Other expenses | | 232,732 | | 98,691 |
| Professional fees |
| 1,564,016 |
| 1,262,868 |
| Share based payment expenses |
| 14,039 |
| 34,130 |
| Insurance |
| 8,988 |
| 5,586 |
| Recharge of expenses to APQ Cayman Limited |
| (180,577) |
| (242,529) |
| Net exchange (gains)/losses |
| (3,782,129) |
| 381,886 |
| |
|
|
|
|
| | | (1,310,886) | | 2,400,408 |
6. Directors' remuneration
| | | For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
|
|
| $ |
| $ |
|
| | | | |
| Directors' remuneration | | 115,180 | | 84,668 |
| Share based payment expenses | | 11,231 | | 27,304 |
| |
|
|
|
|
| | | 126,411 | | 111,972 |
| | | | | |
| The highest paid director was Bart Turtelboom (2021: Bart Turtelboom) | | 26,701 | | 43,959 |
| | | | | |
| Average number of directors in the year | | 4 | | 4 |
| | | | | |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
7. Personnel expenses
| | | For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
|
|
| $ |
| $ |
|
| | | | |
| Short term benefits - wage and salaries | | 133,295 | | 184,094 |
| Short term benefits - social security costs | | 10,695 | | 15,701 |
| Short term benefits - other benefits | | 271,632 | | 314,273 |
| Short term benefits - Share based payment expenses | | 2,808 | | 6,826 |
| Post-employment benefits | | 5,332 | | 8,457 |
| |
|
|
|
|
| | | 423,762 | | 529,351 |
| | | | | |
| Personnel expenses include expenses per note 5 and the portion of share based payments relating to individuals who are not directors of the Company. | ||||
| | | | | |
| Key management personnel expenses, excluding director's remuneration detailed in note 6, is as follows: | ||||
| | | | | |
| Short term benefits - other benefits | | 264,656 | | 272,024 |
| Short term benefits - Share based payment expenses | | 2,808 | | 6,826 |
| | | 267,464 | | 278,850 |
8. Interest receivable
| | | For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
|
|
| $ |
| $ |
|
| | | | |
| Loan interest receivable from Palladium Trust Services Limited | | 7,100 | | 6,202 |
| |
|
|
|
|
| | | 7,100 | | 2,515 |
9. Finance costs
| | | For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
|
|
| $ |
| $ |
|
| | | | |
| Interest on 3.5% Convertible Unsecured Loan Stock 2024 | | 1,225,319 | | 1,288,720 |
| Discount on unwinding of lease liability | | 2,573 | | 6,295 |
| Dividends paid on 6% convertible preference shares | | - | | 80,400 |
| | | | | |
| | | 1,227,892 | | 1,375,415 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
10. Earnings Per Share
The basic and diluted earnings per shares are calculated by dividing the profit or loss by the average number of ordinary shares outstanding during the period.
| | | For the six months ended 30 June 2022 |
| For the six months ended 30 June 2021 |
|
|
| $ |
| $ |
|
| | | | |
| Total comprehensive income for the period | | (11,069,248) | | (4,703,457) |
| Average number of shares in issue | | 78,408,067 | | 78,382,601 |
| |
|
|
|
|
| Earnings per share | | (0.14117) |
| (0.06001) |
| | |
|
|
|
The Group had share awards vested but not yet issued, which are not dilutive in 2022, as the impact of dilution would be to decrease the loss per share. The impact of these share awards would have no impact on the total comprehensive income/loss for the year. They would increase the weighted average number of shares by 58,414 (30 June 2021: 204,450).
The Group has 6,000 (30 June 2021: 6,000) units of Convertible Loan Stock which are potentially dilutive if converted into ordinary shares. This would increase the weighted average number of shares by 6,000 (30 June 2021: 6,000) exercise price on these conversion options currently exceeds the traded share price of APQ Global. These are not currently dilutive (30 June 2021: dilutive).
11. Dividends
No dividends were declared in the period ended 30 June 2022 nor the period ended 30 June 2021.
The stated dividend policy of the Company is to target an annualised dividend yield of 6% based on the Placing Issue Price. Due to the impact of market volatility on the Company's book value, it has ceased all dividends until further notice.
There is no guarantee that any dividends will be paid in respect of any financial period. The ability to pay dividends is dependent on a number of factors including the level of income returns from the Group's investments. There can be no guarantee that the Group will achieve the target rates of return referred to in this document or that it will not sustain any capital losses through its activities.
12. Property, plant and equipment
|
| Office equipment |
| Furniture and fixtures |
| Leasehold improvements |
|
Total |
|
| $ |
| $ |
| $ |
| $ |
| Cost | | | | | | | |
| At 1 January 2022 | 104,703 | | 20,251 | | 34,588 | | 159,542 |
| Additions during the period | 9,028 | | - | | - | | 9,028 |
| At 30 June 2022 | 113,731 | | 20,251 | | 34,588 | | 168,570 |
| | | | | | | | |
| Accumulated depreciation | | | | | | | |
| At 1 January 2022 | 71,689 | | 19,097 | | 34,588 | | 125,374 |
| Charge for the period | 7,789 | | 616 | | - | | 8,405 |
| At 30 June 2022 | 79,478 | | 19,713 | | 34,588 | | 133,779 |
| | | | | | | | |
| Net book value | | | | | | | |
| At 30 June 2022 | 34,253 | | 538 | | - | | 34,791 |
| | | | | | | | |
| At 31 December 2021 | 33,014 | | 1,154 | | - | | 34,168 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
13. Investments
| | Unlisted investments |
|
|
|
|
| ||||||||||
| | APQ Cayman Limited |
| APQ Corporate Services Limited |
|
APQ Knowledge Limited |
| Delphos Holdings Limited |
| BARTR Holdings Limited |
|
Evergreen Impact Limited |
|
Listed Investments |
|
Total | |
|
| $ |
| $ |
| $ |
| $ |
|
|
| $ |
| $ |
| $ | |
| At 1 January 2022 | 44,555,286 | | 4,632,220 | | 1,437,071 | | 5,901,149 | | - | | - | | 3,208,326 | | 59,734,052 | |
| Additions | - | | - | | - | | 1,400,000 | | - | | - | | - | | 850,000 | |
| Fair value movement | (15,584,259) | | - | | - | | (67,148) | | 1 | | - | | (1,027,648) | | (16,679,054) | |
| Disposal | - | | - | | - | | - | | (1) | | - | | - | | (1) | |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| At 30 June 22 | 28,971,027 | | 4,632,220 | | 1,437,071 | | 7,234,001 | | - | | - | | 2,180,678 | | 44,454,997 | |
The Company meets the definition of an investment entity, it is therefore required to measure its investments, including its subsidiary undertakings at fair value. Subsidiary undertakings whose primary purpose is to support the investment activities of the Company are consolidated on a line for line basis. Subsidiary undertakings which act as an investment holding company are valued based on the underlying trading investment companies they hold. These investments are held solely for capital appreciation and investment income and measured at fair value through profit and loss ("FVTPL").
Investments in subsidiaries
The following tables outlines the subsidiary undertakings of the Company:
| Name |
| Country of incorporation |
| Registered Office |
| Immediate Parent Company |
| Holding % |
| Acquisition/ Incorporation Date |
| Activity |
| Recognition |
|
| | | | | | | |
| | | | | | |
| APQ Partners LLP | | England and Wales | | 22a St. James's Square, London, SW1Y 4JH
| | APQ Global Limited | | 100 | | 10 August 2016 | | Investment support | | Consolidated |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
13. Investments (continued)
Investments in subsidiaries
The following tables outlines the subsidiary undertakings of the Company:
| Name |
| Country of incorporation |
| Registered Office |
| Immediate Parent Company |
| Holding % |
| Acquisition/ Incorporation Date |
| Activity |
| Recognition |
| APQ Cayman Limited | | Cayman Islands | | Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108 | | APQ Global Limited | | 100 | | 10 August 2016 | | Investment entity | | FVTPL |
| APQ Corporate Services Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT | | APQ Global Limited | | 100 | | 10 January 2019 | | Investment holding company | | FVTPL |
| APQ Knowledge Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT | | APQ Global Limited | | 100 | | 1 March 2019 | | Investment holding company | | FVTPL |
| New Markets Media & Intelligence Ltd | | England and Wales | | 22a St. James's Square, London, SW1Y 4JH | | APQ Knowledge Limited | | 100 | | 26 February 20191 | | Trading investment company | | FVTPL |
| Palladium Finance Group Limited | | Seychelles | | Global Gateway 8, Rue de la Perle, Providence, Seychelles | | APQ Corporate Services Limited | | 100 | | 22 February 20192 | | Trading investment company | | FVTPL |
| Palladium Trust Company (NZ) Limited | | New Zealand | | Level 8, AIG Building, 41 Shortland Street, Auckland, New Zealand 1010 | | APQ Corporate Services Limited | | 100 | | 22 February 20192 | | Trading investment company | | FVTPL |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
13. Investments (continued)
| Name | | Country of incorporation | | Registered Office | | Immediate Parent Company | | Holding % | | Acquisition/ Incorporation Date | | Activity | | Recognition |
| Palladium Trust Services Ltd | | England and Wales | | 22a St. James's Square, London, SW1Y 4JH | | APQ Corporate Services Limited | | 100 | | 22 February 20192 | | Trading investment company | | FVTPL |
| Parish Corporate Services Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT. | | APQ Corporate Services Limited | | 100 | | 29 January 2020 | | Trading investment company | | FVTPL |
| Parish Group Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT. | | APQ Corporate Services Limited | | 100 | | 29 January 2020 | | Trading investment company | | FVTPL |
| Parish Nominees Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT. | | APQ Corporate Services Limited | | 100 | | 29 January 2020 | | Trading investment company | | FVTPL |
| Parish Trustees Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT. | | APQ Corporate Services Limited | | 100 | | 29 January 2020 | | Trading investment company | | FVTPL |
| Delphos Holdings Limited1 | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT. | | APQ Global Limited | | 100 | | 13 August 2021 | | Investment holding company | | FVTPL |
| Delphos International, Ltd | | United States | | 2121 K St, N 2121 K St, NW, Suite 1020, Washington, DC 20037 | | Delphos Holdings Limited | | 100 | | 3 March 2020 | | Trading investment company | | FVTPL |
| Delphos FMA - Frontier Markets Advisors Inc | | Canada | | 202-230 ch. du Golf, Montreal, QC H3E 2A8, Canada | | Delphos Holdings Limited | | 70 | | 20 January 2021 | | Trading investment company | | FVTPL |
| Delphos Impact Limited2 | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT. | | Delphos Holdings Limited | | 100 | | 18 August 2021 | | Trading investment company | | FVTPL |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
13. Investments (continued)
| Name | | Country of incorporation | | Registered Office | | Immediate Parent Company | | Holding % | | Acquisition/ Incorporation Date | | Activity | | Recognition |
| Delphos Partners LLP | | England and Wales | | 22a St. James's Square, London, England, SW1Y 4JH | | Delphos Holdings Limited | | 97 | | 6 October 2021 | | Trading investment company | | FVTPL |
| Delphos Services Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT. | | Delphos Holdings Limited | | 100 | | 27 September 2021 | | Trading services company | | FVTPL |
| Evergreen Impact Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT. | | APQ Global Limited | | 50 | | 10 August 2021 | | Trading management consultancy | | FVTPL |
1 The Company made capital contributions to Delphos Holdings Limited in order to meet working capital requirements of its subsidiaries Delphos International, Ltd ($550,000 contributed) and Delphos Impact Limited ($850,000 contributed).
2 Delphos Capital Limited changed its name to Delphos Impact during the period.
Other investments
On the 19 November 2018, APQ Global Limited acquired a capital interest represents a 40% shareholding and equivalent voting rights BARTR Holdings Limited, a company incorporated in England and Wales, whose registered office is Tobias House St. Marks Court, Thornaby, Stockton-On-Tees, United Kingdom, TS17 6QW. BARTR Holdings Limited wholly owns two subsidiaries, BARTR Connect Limited, whose registered office is Tobias House St. Marks Court, Thornaby, Stockton-On-Tees United Kingdom, TS17 6QW, and BARTR Technologies Limited, whose registered office is 156 Great Charles Street Queensway, Birmingham, England, B3 3HN. On 19 May 2020, the capital interest was converted from ordinary shares to preference shares which have no voting rights, but preferential dividends and preferential rights on assets on wind up of BARTR Holdings Limited. BARTR Holdings Limited is held as an investment at fair value through profit or loss. On 3 February 2022, APQ Global exited its investment in BARTR Holdings Limited for a total consideration of £1.
The Company has made direct investments in equities that are freely traded on international stock exchanges. These investments are highly liquid and measured at fair value through profit and loss.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
13. Investments (continued)
Valuation techniques
APQ Cayman Limited has a portfolio of tradable assets and liabilities which it values at fair value using the same policies as the Company. The Company is able to redeem its holding of APQ Cayman Limited at its net asset value. Fair value of the investment in APQ Cayman Limited is therefore measured at its Net Asset Value ("NAV"). NAV is determined based on the observable market values of its portfolio of assets and liabilities.
Fair value of the investment in APQ Corporate, has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through the income approach, incorporating comparison with external sources and the expected cash flows of the investment. The income approach was determined to be the most appropriate as the underlying investments are revenue generating businesses.
The investment in APQ Knowledge Limited was completed on 1 March 2019. Fair value has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through the income approach, incorporating comparison with external sources and the expected cash flows of the investment. The income approach was determined to be the most appropriate as the underlying investments are revenue generating businesses.
The fair value of BARTR Holdings Limited is nil. This is due to BARTR Holdings Limited being a pre-revenue technology start-up company for which future revenue is highly uncertain, and without comparable companies to benchmark the valuation against. The income approach and market approach therefore do not produce a reliable valuation and management has therefore determined the valuation to be $nil.
Listed investments are measured at fair value using the current market bid price for the underlying equity as quoted on the applicable stock exchange the security is traded on.
Unlisted managed funds
The Company classifies its investments into the three levels of the fair value hierarchy based on:
Level 1: Quoted prices in active markets for identical assets or liabilities;
Level 2: Those involving 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: Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company has classified its investments in BARTR Holdings Limited, APQ Corporate Services Limited and APQ Knowledge Limited as level 3 as the inputs utilised in valuing the investments are deemed to be unobservable, as they are private investments. The most significant unobservable input used in the fair value of the investments in APQ Corporate Services Limited and APQ Knowledge Limited are the future expected cash flows of the investments these companies hold, used in deriving a valuation using discounted cash flows. Valuation is determined for these holding companies by the value of the underlying investments held. The Company has valued its investment in BARTR Holdings Limited as $nil. The unobservable inputs of future cash flows could not be reliably determined due to the pre-revenue nature of the business and therefore the most reliable fair value to be determined was $nil. The movement in the investments in the year are shown above.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
13. Investments (continued)
Unlisted managed funds
The Company has classified its investments in APQ Cayman Limited as level 3. Valuation is determined based on the NAV. The majority of underlying assets and liabilities of APQ Cayman Limited are held at fair value based on observable markets.
The listed investments are designated as Level 1 instruments in the fair value hierarchy as fair value can be determined by the quoted market price for these assets. The movement of investments classified by level is as per the below.
The movement of investments classified by level is as per the below.
| |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
|
|
| $ |
| $ |
| $ |
| $ |
|
|
|
|
|
|
|
|
|
|
| At 1 January 2022 | | 3,208,326 | | - | | 56,525,726 | | 59,734,052 |
| Additions | | - | | - | | 1,400,000 | | 1,400,000 |
| Fair value movement | | (1,027,648) | | - | | (3,940,482) | | (16,679,054) |
| Disposals | | - | | - | | (1) | | (1) |
| |
|
|
|
|
|
|
|
|
| At 30 June 2022 | | 2,180,678 | | - | | 42,274,319 | | 44,454,997 |
| | | | | | | | | |
14. Trade and other receivables
|
| |
|
|
| 30 June 2022 |
| 31 December 2021 |
|
|
|
|
|
| $ |
| $ |
|
| | | | | | | |
| Trade debtors | | | | | 95,982 | | 128,526 |
| Amounts due from group undertakings | | | | | 157,490 | | 718,257 |
| Prepayments and accrued income | | | | | 46,980 | | 50,138 |
| Other debtors | | | | | 110,837 | | 43,507 |
| | | | | | | | |
| | | | | | 411,289 | | 940,428 |
| | | | | | | | |
15. Trade and other payables
|
| |
|
|
| 30 June 2022 |
| 31 December 2021 |
|
|
|
|
|
| $ |
| $ |
|
| | | | | | | |
| Trade creditors | | | | | 96,365 | | 146,060 |
| Amounts due to group undertakings | | | | | 185,892 | | 315,768 |
| Other creditors | | | | | 16,918 | | 21,605 |
| Accruals | | | | | 140,468 | | 273,193 |
| Lease liability | | | | | 38,051 | | 83,780 |
| | | | | | | | |
| | | | | | 477,694 | | 840,406 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
16. 3.5% Convertible Unsecured Loan Stock 2024
|
| Nominal number of CULS |
| Liability component |
| Equity component |
|
| $ |
| $ |
| $ |
|
| | | | | |
| As at 1 January 2022 | 41,446,167 | | 37,025,083 | | 6,919,355 |
| Amortisation of discount on issue and issue expenses | - | | 1,225,319 | | - |
| Interest paid during the period | - | | (669,427) | | - |
| Exchange differences | - | | (3,865,393) | | - |
| | | | | | |
| As at 30 June 2022 | 41,446,167 | | 33,715,582 | | 6,919,355 |
At an Extraordinary General Meeting held on 4 September 2017, Resolutions were passed approving the issue of 4,018 3.5 per cent. convertible unsecured loan stock 2024 ("CULS") to raise £20,090,000 before expenses. The CULS were admitted to trading on the International Securities Market, the London Stock Exchange's market for fixed income securities and dealings commenced at 8.00 a.m. on 5 September 2017.
Following Admission there were 4,018 CULS in issue. Holders of the CULS are entitled to convert their CULS into Ordinary Shares on a quarterly basis throughout the life of the CULS, commencing 31 December 2017, and all outstanding CULS will be repayable at par (plus any accrued interest) on 30 September 2024. The initial conversion price is 105.358 pence, being a 10 per cent. premium to the unaudited Book Value per Ordinary Share on 31 July 2017. Following conversion of 80 per cent. or more of the nominal amount of the CULS originally issued, the Company will be entitled to require remaining CULS Holders to convert their outstanding CULS into Ordinary Shares after they have been given an opportunity to have their CULS redeemed.
On 22 January 2018, the Company raised a further £10,207,300 ($14,492,418) before expenses through the issue of 1,982 units of 3.5 per cent. convertible unsecured loan stock 2024 in denominations of £5,000 ($7,099) nominal each, at an issue price of £5,150 ($7,312) per unit.
17. 6% convertible preference shares
The 268,000 convertible preference shares, issued on 29 January 2020, were repurchased on 9 November 2021 at a rate of 2.9851 US dollars per convertible preference share. This resulted in a gain on repurchase of $647,912 which has been recognised in the profit and loss. The convertible preference shares were cancelled subsequent to repurchase.
18. Share Capital
As at 30 June 2022, the authorised and issued share capital of the Company is 78,506,827 ordinary shares of no par value listed on The International Stock Exchange and AIM. All shares are fully paid up.
Quantitative information about the Company's capital is provided in the statement of changes in equity and in the tables below.
Holders of ordinary shares are entitled to dividends when declared and to payment of a proportionate share of the Companies net asset value on any approved redemption date or upon winding up of the Company. They also hold rights to receive notice, attend, speak and vote at general meetings of the Company.
The Company's objectives for managing capital are:
· To invest the capital in investments meeting the description, risk exposure and expected return indicated in its listing documents.
· To maintain sufficient liquidity to meet the expenses of the Company, pay dividends and to meet redemption requests as they arise.
· To maintain sufficient size to make the operation of the Company cost-efficient.
· The Board has authority to purchase up to 14.99 percent. of the issued Ordinary Share capital of the Company. The Board intends to seek a renewal of this authority at each annual general meeting of the Company. No buy backs occurred during the period under review.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
18. Share Capital (continued)
|
| Ordinary shares |
|
|
|
|
|
| No |
| £ |
| $ |
|
| | | | | |
| At 1 January 2022 | 78,453,671 | | 76,999,179 | | 100,005,450 |
| | | | | | |
| Shares issued from share awards during the period | 12,848 | | 50,3401 | | 68,099 |
| | | | | | |
| At 30 June 2022 | 78,466,519 | | 77,049,520 | | 100,073,549 |
During the period ended 30 June 2022, 12,848 (period ended 30 June 2021: 53,156) shares were issued as part of the share award scheme as detailed in note 19.
19. Share awards
On 19 April 2017 (and amended 17 July 2018), the Company established a share award scheme for the employees of the Company. The scheme grants the Board the authority to allot share awards or share options with service conditions attached. Share awards or options can only be awarded for performance periods whereby the book value per share (excluding dividend transactions) exceeds the book value per share for all previous performance period ends. The maximum amount of share awards or options is determined by reference to 20% of the increased performance of the current book value per share against all previous performance periods. The Board retains the right to settle these awards in either shares or cash. As the Company does not have a present obligation to settle in cash the awards are all recognised as equity settled share awards.
The first share awards were granted in 2018 with respect to the performance period ended 31 December 2017.
| Grant date |
| Type of award |
| No. of instruments |
| Fair value of instrument granted pence |
| Vesting conditions |
| Final vesting date |
|
| | | | | | | | | | |
| 1 January 2018 | | Shares | | 584,141 | |
128.11 | | Awards vest quarterly over 5 years provided the employee is still in service of the Group. | | 31 December 2022 |
Fair value for the award dated 1 January 2018 is calculated by reference to the fixed value of cash per share that the Board is at discretion to pay rather than settle the award in shares.
|
|
| 2022 |
| 2021 | ||||
|
|
| Number of awards |
| Weighted average of fair value of instrument |
| Number of awards |
| Weighted average of fair value of instrument |
|
| |
|
| cents |
|
|
| cents |
|
| | | | | | | | |
| Outstanding at 1 January | | 146,036 | | 128.11 | | 262,864 | | 128.11 |
| Settled in equity | | (53,156) | | 128.11 | | (53,156) | | 128.11 |
| Settled in cash | | (5,258) | | 128.11 | | (5,258) | | 128.11 |
| Outstanding at 30 June | | 87,622 | | 128.11 | | 204,450 | | 128.11 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
19. Share awards (continued)
|
|
|
|
| Charge for awards to be settled in Equity |
| Charge for awards settled in Cash |
| Total charge for share based awards |
|
| |
|
| $ |
| $ |
| $ |
|
| | | | | | | | |
| Period ended 30 June 2022 | | | | 6,735 | | 7,304 | | 14,039 |
| | | | | | | | | |
| Period ended 30 June 2021 | | | | 27,394 | | 6,736 | | 34,130 |
The unvested portion of the share awards currently granted is $5,711 (At 30 June 2021: $46,161). Of the awards outstanding, the number vested that are available for settlement amount to 29,207 (At 30 June 2021: 29,207).
20. Share warrants
On 29 January 2020, the Company issued 1,000,000 warrants as part of the acquisition of Parish Group Limited. The share warrants were cancelled during November 2021 and an amount of £107,702 transferred to retained earnings from the share warrants reserve.
21. Leases
Finance lease commitments
The Company's subsidiary, APQ Partners LLP, leases rental space and information with regards to this lease is outlined below:
| Right of use asset |
|
|
| Land and buildings |
|
|
|
|
| $ |
| Cost | | | | |
| At 1 January 2022 | | | | 295,392 |
| At 30 June 2022 | | | | 295,392 |
| | | | | |
| Accumulated depreciation | | | | |
| At 1 January 2022 | | | | 215,205 |
| Charge for the period |
| |
| 40,094 |
| At 30 June 2022 |
| |
| 255,299 |
| |
| |
| |
| Net book value |
|
|
|
|
| At 30 June 2022 | | | | 40,093 |
| At 31 December 2021 | | | | 80,187 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
21. Leases (continued)
| Lease liability
|
| 30 June 2022 |
| 31 December 2021 |
|
| | $ | | $ |
| Leased asset on 1 January | | 83,780 | | 160,376 |
| Interest on lease liability | | 2,573 | | 10,773 |
| Payments for lease | | (55,395) | | (88,016) |
| Exchange differences | | 7,093 | | 647 |
| |
|
|
|
|
| At 30 June | | 38,051 |
| 83,780 |
| | | | | |
| The lease falls due: | | | | |
| Within 1 year | | 38,051 | | 83,780 |
| | | 38,051 |
| 83,780 |
22. Capital Management
The Group can raise new capital which may be implemented through the issue of a convertible debt instrument, or such other form of equity or debt as may be appropriate. It also has a buy-back authority subject to a maximum buy-back of 14.99 per cent of the issued Ordinary Shares.
The Group's objectives for managing capital are:
• To invest the capital into investments through its subsidiaries.
• To maintain sufficient liquidity to meet the expenses of the Group and pay dividends.
• To maintain sufficient size to make the operation of the Group cost-effective.
The Group may utilise borrowings in connection with its business activities. Although there is no prescribed limit in the Articles or elsewhere on the amount of borrowings that the Group may incur, the Directors will adopt a prudent borrowing policy and oversee the level and term of any borrowings of the Group and will review the position on a regular basis.
The Group's capital comprises:
| | | 30 June 2022 |
| 31 December 2021 |
| | | $ |
| $ |
| | | | | |
| Share capital | | 100,073,549 | | 100,005,450 |
| Equity component of 3.5% Convertible Unsecured Loan Stock 2024 | | 6,919,355 | | 6,919,355 |
| Other capital reserves | | 106,535 | | 167,331 |
| Retained earnings | | (89,639,881) | | (78,570,633) |
| Exchange reserve | | (4,927,513) | | (4,927,513) |
|
| | | | |
| Total shareholders' funds | | 12,532,045 | | 23,593,990 |
23. Related party transactions
Wayne Bulpitt founded the Active Group, now renamed the Aspida Group, who acted as administrator until 10 June 2020; he is also a shareholder of the Company.
Bart Turtelboom founded APQ Partners LLP and is also a director of APQ Cayman Limited as well as the largest shareholder of the Company.
The Directors are remunerated from the Company in the form of fees, payable monthly in arrears. Bart Turtelboom was entitled to an annual salary of £120,000 as Chief Executive Officer of the Company. From 1 April 2018 this was split between the Company and APQ Cayman Limited.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
23. Related party transactions (continued)
| | | APQ Global Limited - remuneration |
| APQ Global Limited - Share based remuneration |
| APQ Cayman Limited - remuneration |
| APQ Capital Services Limited - remuneration |
| APQ Knowledge Limited - remuneration |
| APQ Corporate Services Limited - remuneration |
| Total | |||||||
|
|
| $ |
| $ |
| $ |
| $
| $ |
| $ |
| $ | ||||||||
|
| | For the six months ended 30 June 2022 | For the six months ended 30 June 2021 | | For the six months ended 30 June 2022 | For the six months ended 30 June 2021 | | For the six months ended 30 June 2022 | For the six months ended 30 June 2021 |
| For the six months ended 30 June 2022 | For the six months ended 30 June 2021 |
| For the six months ended 30 June 2022 | For the six months ended 30 June 2021 |
| For the six months ended 30 June 2022 | For the six months ended 30 June 2021 |
| For the six months ended 30 June 2022 | For the six months ended 30 June 2021 |
| Bart Turtelboom | Chief Executive Officer | 15,470 | 16,655 | | 11,231 | 27,304 | | 62,139 | 66,679 | | - | - | |
- |
- | |
- |
- | | 88,840 |
110,638 |
| Wayne Bulpitt | Non-Executive Chairman | 25,117 | 27,712 | | - | - | | - | - | | - | - | |
- |
- | |
- |
- | | 25,117 |
27,712 |
| Wesley Davis | Executive Director | 22,500 | 22,500 | | - | - | | 22,500 | 22,500 | | 417 | 1,313 | |
107 |
1,597 | |
443 |
1,692 | | 45,967 |
49,602 |
| Philip Soulsby | Non-Executive Director | 19,328 | 12,157 | | - | - | | - | - | | - | 1,042 | |
- |
- | |
- |
- | | 19,328 |
13,199 |
| Al Wadhah Al Adawi | Non-Executive Director | 12,659 | - | | - | - | | - | - | | - | - | |
- |
- | |
- |
- | | 12,659 |
- |
| | | | | | | | | | | | | | | | | | | | | | |
| | | 95,074 | 79,024 | | 11,231 | 27,304 | | 84,639 | 89,179 | | 417 | 2,355 | 107 | 1,597 | 443 | 1,692 | 191,911 | 201,151 | |||
The directors represent key management personnel. Additional key management personnel are the partners of the LLP, details of their remuneration is disclosed in Note 6.
The Company's administrator is Parish Group Limited, a wholly owned subsidiary of APQ Global Limited. APQ Global Limited has incurred $74,174 (six months ended 30 June 2021: $43,584) of fees and expenses to Parish Group Limited as administrator of the Company. As at 30 June 2022 the balance owed to Parish Group Limited was $nil (31 December 2021: $nil).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2022
23. Related party transactions (continued)
As described in the Listing Document, and under the terms of the Services Agreement, APQ Partners LLP assist the Board and the Group's management based in Guernsey with the implementation of its business strategy, provide research on business opportunities in emerging markets and provide support for cash management and risk management purposes. APQ Partners LLP are entitled to the reimbursement of expenses properly incurred on behalf of APQ Global Limited in connection with the provision of its services pursuant to the agreement.
APQ Partners LLP has recharged expenses of $525,525 (six months ended 30 June 2021: $250,868) to APQ Global Limited during the period. As at 30 June 2022, APQ Global Limited was owed $104,671 from APQ Partners LLP (31 December 2021: $32,891). In both the current and prior period amounts have been eliminated on consolidation.
During the period, the Group recharged expenses to APQ Cayman Limited of $192,355 (six months ended 30 June 2021: $250,868) and was recharged expenses of $11,778 (six months ended 30 June 2021: $8,339) from APQ Cayman Limited. During the six months period to 30 June 2022, APQ Global Limited received dividends from APQ Cayman Limited of $5,519,712 (six months ended 30 June 2021: $3,087,885).
During the period, APQ Global Limited provided capital contributions to Delphos Holding Limited totalling $1,400,000 (six months ended 30 June 2021: $nil).
As at 30 June 2022, APQ Global Limited owed $264,410 (31 December 2021: $ 264,410) to APQ Corporate Services Limited.
During the period, APQ Global Limited received dividends of $nil (six months ended 30 June 2021: $96,702) from APQ Knowledge Limited.
In 2021, APQ Global provided a loan to Palladium Trust Services Limited, a group undertaking, of $nil (31 December 2020 - $77,849). In addition, the loan attracts interest at a rate of 10%. During the period, APQ Global charged interest of $7,099 (six months ended 30 June 2021: $6,202). As at 30 June 2022, APQ Global Limited was owed $157,490 (31 December 2021: $168,257) from Palladium Trust Services Limited.
As at 30 June 2022 APQ Global Limited owed $46,050 (31 December 2021: $52,382) to New Markets Media & Intelligence Ltd.
[1] Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.
[2] Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.
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