THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Alpha Growth plc
Unaudited interim report for period ended
30 June 2023
Chairman's Statement
PERIOD ENDED 30 JUNE 2023
I am pleased to announce our unaudited interim financial results for the period to 30 June 2023.
The key highlights during the period were as follows:
· 53% increase in revenues compared to equivalent period;
· Net assets more than doubled compared to net assets as at June 2022;
· Continuing progress on integrating the insurance businesses with opportunities identified to enhance profitability;
· Bought out the minority interests in Northstar Group (Bermuda) Limited whilst further aligning the interests of Dan Gray with the Group through a share-to-share exchange; and
· Released share-based payment reserves following the expiry of over 25 million options attributable to former directors and employees.
The relatively small drop in losses reflects the transition and integration costs associated with Alpha International Life Assurance Company that are now largely resolved.
We expect our cash flow to improve, and we continue to believe that we will not require a placing of shares, unless it is for strategic acquisition and growth purposes.
We continue to advance our buy and build strategy to ensure continued and substantive ongoing growth of the business. We continue to be presented with and review potential acquisitions that are both complementary and supplementary to its existing businesses which will further enhance free cash flow and move us close to executing the 2B plan. To this end, the appointment of Jason Sutherland as a full-time executive has greatly enhanced our ability to identify and undertake due diligence on potential targets.
Our strategy continues to insulate us from a lot of the volatility in capital markets although we appreciate that our share price performance continues to disappoint. The Directors firmly believe that the value creation strategy will feed through to the share price as the Company looks to continue to deliver on their stated goals.
I would like to take this opportunity to thank the shareholders for their continued support as we build Alpha Growth into a significant organisation within its sector.
Gobind Sahney
Chairman
29 September 2023
For more information, please visit www.algwplc.com or contact the following:
| Alpha Growth plc | +44 (0) 20 3959 8600 |
| Gobind Sahney, Executive Chairman | |
|
Allenby Capital Limited | +44 (0) 20 3328 5656 |
| Amrit Nahal (Sales and Corporate Broking) | |
| Nick Athanas / Piers Shimwell (Corporate Finance) | |
|
UK Investor Relations - Mark Treharne |
RESULTS FOR THE PERIOD
INTERIM PERIOD ENDED 30 June 2023
The results of the Group have been addressed above in the Chairman's statement.
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';
(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.
Going Concern
The Directors have a reasonable expectation that the Group has adequate resources to continue in operation or existence for the foreseeable future thus we continue to adopt the going concern basis in preparing these interim financial statements. As detailed in the Chairman's statement the on-going expected timing of transactions that the Company plans to be involved in and generate fees from, continue as planned and therefore should benefit the Group in the longer term.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties affecting the business activities of the Group remain those detailed in the Prospectus dated 15 December 2021, a copy of which is available on the Company website at www.algwplc.com. The Board considers that these remain a current reflection of the risks and uncertainties facing the business for the remaining four months of the financial year.
Gobind Sahney
Director
29 September 2023
Alpha Growth plc
CONSOLIDATED Statement of comprehensive income
INTERIM period ENDED 30 june 2023
| | | (Unaudited) | (Unaudited) | (Audited) |
| | | Six months | Six months | 12 months |
| | | Ended | Ended | Ended |
| | | 30.6.2023 | 30.6.2022 | 31.12.2022 |
| | Notes | £ | £ | £ |
| Continuing operations | |
| | |
| Revenue from Owned Insurance Companies | | 2,222,909 | 1,463,768 | 3,424,875 |
| Revenue from Contracts with Clients | | 275,801 | 169,677 | 346,787 |
| | |
| | |
| Total revenue |
| 2,498,710 | 1,633,445 | 3,771,662 |
| | | | | |
| Net movement on DAC/AVIF | | (29,620) | 33,447 | (16,729) |
| Interest expense and investment costs | | (4,673) | (7,189) | (27,838) |
| Bargain purchase | | - | - | 4,106,000 |
| Expenses in managing owned insurance companies | | (1,240,409) | (1,285,367) | (2,336,898) |
| Operating expenses | | (1,547,596) | (828,971) | (2,403,021) |
| | |
| | |
| Profit/(loss) before taxation |
| (323,588) | (454,635) | 3,093,176 |
| Taxation | | 31,156 | - | 85,402 |
| | | | | |
| | |
| | |
| Profit/(loss) for the period |
| (292,432) | (454,635) | 3,178,578 |
| | | | | |
| Other comprehensive income | |
| | |
| Items that may be reclassified subsequently to profit or loss: | | | | |
| Exchange differences on foreign operations | | (76,650) | - | 192,270 |
| | | | | |
| | |
| | |
| Total comprehensive income |
| (369,082) | (454,635) | 3,370,848 |
| | | | | |
| Attributable to: | | | | |
| Owners of the Company | | (358,502) | (454,635) | 3,178,359 |
| Non-controlling Interests | | (10,580) | - | 192,489 |
| | | (369,082) | (454,635) | 3,370,848 |
| | | | | |
| Earnings / (loss) per share from continuing |
| | | |
| operations attributable to the equity owners |
| | | |
| | | | | |
| Basic earnings / (loss) per share (pence) | 3 | (0.1p) | (0.1p) | 0.7p |
| | | | | |
| Fully diluted earnings / (loss) per share (pence) | 3 | (0.1p) | (0.1p) | 0.4p |
| | |
|
| |
Alpha Growth plc
CONSOLIDATED Statement of Financial Position
AS AT 30 june 2023
| | | (Unaudited) | (Unaudited) | (Audited) |
| | | As at | As at | As at |
| | | 30.6.2023 | 30.6.2022 | 31.12.2022 |
| | Note | £ | £ | £ |
| | | | | |
| Assets |
| | | |
| Intangible fixed asset | | 960,285 | 845,694 | 939,955 |
| Right of use assets | | 173,096 | 258,574 | 183,672 |
| Annuity contracts | | 7,091,321 | - | 7,063,374 |
| Total assets in insurance business | | 435,310,844 | 214,843,900 | 454,303,995 |
| Trade and other receivables | | 722,173 | 347,705 | 453,266 |
| Cash and cash equivalents | | 113,281 | 44,479 | 218,530 |
| | | | | |
| Total assets | | 444,371,000 | 216,340,352 | 463,162,792 |
| | |
| | |
| | | | | |
| Equity and liabilities |
| | | |
| Equity attributable to shareholders |
| | | |
| Share capital | 4 | 467,775 | 431,887 | 431,887 |
| Share premium | 4 | 6,248,962 | 5,388,152 | 5,388,152 |
| Option reserve | | 669,948 | 480,674 | 815,474 |
| Share based payment reserve | | - | 113,390 | 113,390 |
| Foreign exchange reserve | | 124,857 | 201,473 | 182,748 |
| Retained deficit | | (787,166) | (3,902,468) | (505,314) |
| Total equity attributable to shareholders | | 6,724,376 | 2,713,108 | 6,426,337 |
| Non-controlling interests | | - | 84,517 | 282,098 |
| | | | | |
| Total equity | | 6,724,376 | 2,797,625 | 6,708,435 |
| | | | | |
| Liabilities |
| | | |
| Lease liabilities |
| 202,513 | 271,239 | 238,483 |
| Total liabilities in insurance business | | 429,900,054 | 213,091,992 | 447,956,125 |
| Structured settlements | | 7,091,242 |
| 7,063,374 |
| Trade and other payables | | 451,269 | 179,496 | 1,196,375 |
| Income tax payable | | 1,546 | - | - |
| | | | | |
| Total liabilities | | 437,646,624 | 213,542,727 | 456,454,357 |
| | | | | |
| Total equity and liabilities | | 444,371,000 | 216,340,352 | 463,162,792 |
| | |
| | |
Company number: 09734404
Alpha Growth plc
CONSOLIDATED Statement of Changes in Equity
INTERIM period ENDED 30 june 2023
| | Share |
| Share |
| Option |
| Share-based |
| Foreign |
| Retained |
| Total |
| Non- |
| Total |
|
| Capital |
| Premium |
| Reserve |
| Payment |
| Exchange |
| Deficit |
| Attributable to |
| Controlling |
| |
| | | | | | | | Reserve |
| Reserve |
| | | Shareholders |
| Interests |
| |
| | £ | | £ | | £ | | £ | | £ | | £ | | £ | | £ | | £ |
| AS AT 31 DECEMBER 2021 | 431,887 |
| 5,404,313 |
| 480,674 |
| 113,390 |
| - |
| (3,500,925) |
| 2,929,339 |
| 89,609 |
| 3,018,948 |
|
| | | | | | | | | | | | | | | | | |
| Loss for the period | | | | | | | | | | | (449,543) | | (449,543) | | (5,092) | | (454,635) |
| Foreign exchange gain on conversion of subsidiary | - | | - | | - | | - | | 201,473 | | - | | 201,473 | | - | | 201,473 |
| Total comprehensive income for the period | - | | - | | - | | - | | 201,473 | | (449,543) | | (248,070) | | (5,092) | | (253,162) |
| Share issue costs | - | | (16,161) | | - | | - | | - | | - | | (16,161) | | - | | (16,161) |
| | | | | | | | | | | | | | | | | | |
| AS AT 30 JUNE 2022 | 431,887 |
| 5,388,152 |
| 480,674 |
| 113,390 |
| 201,473 |
| (3,950,468) |
| 2,665,108 |
| 84,517 |
| 2,749,625 |
|
| | | | | | | | | | | | | - | | | | - |
| Profit for the period | - | | - | | - | | - | | - | | 3,445,154 | | 3,445,154 | | 188,059 | | 3,633,213 |
| Foreign exchange loss on conversion of subsidiary | - | | - | | - | | - | | (18,725) | | - | | (18,725) | | 9,522 | | (9,203) |
| Total comprehensive income for the period | - | | - | | - | | - | | (18,725) | | 3,445,154 | | 3,426,429 | | 197,581 | | 3,624,010 |
| Employee share options issued | - | | - | | 334,800 | | - | | - | | - | | 334,800 | | - | | 334,800 |
| | | | | | | | | | | | | | | | | | |
| AS AT 31 DECEMBER 2022 | 431,887 |
| 5,388,152 |
| 815,474 |
| 113,390 |
| 182,748 |
| (505,314) |
| 6,426,337 |
| 282,098 |
| 6,708,435 |
|
| | | | | | | | | | | | | | | | | |
| Loss for the period | - | | - | | - | | - | | - | | (281,852) | | (281,852) | | (10,580) | | (292,432) |
| Foreign exchange loss on conversion of subsidiary | - | | - | | - | | - | | (57,891) | | - | | (57,891) | | (18,759) | | (76,650) |
| Total comprehensive income for the period | - | | - | | - | | - | | (57,891) | | (281,852) | | (339,743) | | (29,339) | | (369,082) |
| Shares issued | 35,888 | | 860,810 | | - | | - | | - | | - | | 896,698 | | - | | 896,698 |
| Employee share options expired | - | | - | | (145,526) | | - | | - | | - | | (145,526) | | - | | (145,526) |
| Exercise of warrrants | - | | - | | - | | (113,390) | | - | | - | | (113,390) | | - | | (113,390) |
| Acquisition of non-controlling interests | - | | - | | - | | - | | - | | - | | - | | (252,759) | | (252,759) |
| | | | | | | | | | | | | | | | | | |
| AS AT 30 JUNE 2023 | 467,775 |
| 6,248,962 |
| 669,948 |
| - |
| 124,857 |
| (787,166) |
| 6,724,376 |
| - |
| 6,724,376 |
Alpha Growth plc
CONSOLIDATED Statement of Cash Flows
INTERIM PERIOD ENDED 30 june 2023
| | (Unaudited) | (Unaudited) | (Audited) |
| | 6 months | 6 months | 12 months |
| | Ended | Ended | Ended |
| | 30.6.2023 | 30.6.2022 | 31.12.2022 |
| | £ | £ | £ |
| |
| | |
| OPERATING ACTIVITIES |
| | |
| Loss for the period before interest and taxation | (318,915) | (447,446) | 3,121,014 |
| Adjusted for: | | | |
| Services settled by way of payment in shares/options | (258,916) | - | 334,800 |
| Amortisation of intangible assets and right of use assets | 39,150 | 22,670 | 116,699 |
| Goodwill on the acquisition of non-controlling interests | (48,004) | - | - |
| Income tax paid | (2,208) | - | - |
| | | | |
| Operating cash outflows before movements in working capital: | (588,894) | (424,776) | 3,572,513 |
| | | | |
| (Increase)/decrease in trade and other receivables | (268,907) | (74,141) | (179,702) |
| Increase in non-tax net assets in insurance company | 905,495 | 251,316 | (4,460,717) |
| Increase/(decrease) in trade and other payables | (435,760) | 117,777 | 726,657 |
| | | | |
| |
| | |
| Net cash used in operating activities | (388,066) | (129,824) | (341,249) |
| |
| | |
| INVESTING ACTIVITIES |
| | |
| Acquisition of intangible asset | - | - | (113,387) |
| Acquisition of subsidiary (net of cash acquired) | - | - | 193,493 |
| Acquisition of non-controlling interest | (282,098) | - | - |
| | | | |
| |
| | |
| Net cash inflow/(outflow) from investing activities | (282,098) | - | 80,106 |
| | | | |
| FINANCING ACTIVITIES |
| | |
| Repayment of leasing liabilities | (31,783) | 2,130 | (30,626) |
| Interest on leasing liabilities and loans | - | (7,189) | (19,063) |
| Loan finance | (300,000) | - | 350,000 |
| Net proceeds from issuance of shares net of issue costs | 896,698 | (16,161) | (16,161) |
| | | | |
| |
| | |
| Net cash (outflow)/inflow from financing activities | 564,915 | (21,220) | 284,150 |
| | | | |
| Net (decrease)/increase in cash and cash equivalents | (105,249) | (151,044) | 23,007 |
| Cash and cash equivalents at beginning of period | 218,530 | 195,523 | 195,523 |
| | | | |
| |
| | |
| Cash and cash equivalents at end of period | 113,281 | 44,479 | 218,530 |
Alpha Growth plc
Notes to the Financial Statements
interim results to 30 june 2023
1. Organisation and Trading Activities
The company is incorporated and domiciled in England and Wales as a public limited company and operates from its registered office 35 Berkeley Square, Mayfair London, United Kingdom W1J 5BF
The principal activity of the Group is the provision of advice and consultancy services to institutional investors and existing and prospective holders of Senior Life Settlements through the management of its funds and the ownership of life insurance companies.
2. Summary of Significant Accounting Policies
The principal accounting policies adopted and applied in the preparation of these interim Group Financial statements are set out below.
These have been consistently applied to all the periods presented unless otherwise stated:
Basis of accounting
These interim financial statements of Alpha Growth plc (the "Group") have been prepared in accordance with UK adopted international accounting standards ("UK-adopted IAS") applied in accordance with the provisions of the Companies Act 2006.
The interim financial statements have been prepared under the historical cost convention on the basis of the accounting policies as set out in the Group's audited annual financial statements and are presented in GBP £ the presentational and functional currency of the Group. The Group has applied IAS 34 in the preparation of these interim financial statements.
This announcement was approved and authorised by the Board of directors on 28 September 2023. Copies of this interim report will be made available on the Company's website at www.algwplc.com.
These condensed interim financial statements for the six months ended 30 June 2023 are unaudited and do not constitute fully prepared statutory accounts. The comparative figures for the 12 month period ended 31 December 2022 are extracted from the 2022 audited financial statements. The independent auditor's report on the 2022 financial statements was not qualified.
Going concern
Any consideration of the foreseeable future involves making a judgement, at a particular point in time, about future events which are inherently uncertain.
The Directors have a reasonable expectation that the Group has sufficient cash and liquid reserves in order to meet any future obligations and thus to continue operating for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the Financial Statements.
3. EARNINGS per Share
The basic earnings per share is based on the loss for the period divided by the weighted average number of shares in issue during the year. The weighted average number of ordinary shares for the Company the period ended 30 June 2023 assumes that all shares have been included in the computation based on the weighted average number of days since issue. Since the Group has made a loss in the current and each of the prior periods, the warrants in issue are not dilutive.
| | 30.6.2023 | 30.6.2022 | 31.12.2022 |
| | £ | £ | £ |
| | | | |
| Profit/(loss) for the period from continuing operations: | (292,432) | (454,635) | 3,178,578 |
| | | | |
| Weighted average number of ordinary shares in issue for basic earnings | 447,084,823 | 431,887,388 | 431,887,388 |
| Fully diluted average number of shares in issue | 447,084,823 | 431,887,388 | 777,100,388 |
| | | | |
| Basic earnings / (loss) per share | (0.1p) | (0.1p) | 0.7p |
| Fully diluted earnings / (loss) per share | (0.1p) | (0.1p) | 0.4p |
4. Share capital AND SHARE PREMIUM
| | Ordinary shares of £0.001 each | Share capital | Share premium |
|
| Number | £ | £ |
|
| | | |
| At 1 January 2022 | 431,887,388 | 431,887 | 5,404,313 |
|
| | | |
| Costs related to listing of shares issued 15 March 2021 | - | - | (16,161) |
| | | | |
| At 31 December 2022 | 431,887,388 | 431,887 | 5,388,152 |
| |
| | |
| Warrant exercise | 18,750,000 | 18,750 | 469,640 |
| Share issue | 17,137,680 | 17,138 | 421,780 |
| Costs of issue | - | - | (30,610) |
| | | | |
| At 30 June 2023 | 467,775,068 | 467,775 | 6,248,962 |
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