APQ Global Limited
("APQ Global" or the "Company")
Interim results for the period from 1 January 2024 to 30 June 2024
HIGHLIGHTS
For the six months ended 30 June 2024
Financial highlights
Book Value at 30 June 2024 was $19.53m (24.87 cents). 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. The decrease in the book value was driven by the decrease in APQ Cayman fair value net of distributions received from APQ Cayman of $1m as well as professional expenses of $0.8m and corporate travel and business development costs of $0.9m.
Dividends paid are considered a Key Performance Indicator (KPI) of the business. No dividends were paid in the 6 months period ended 30 June 2024 (6 months ended 30 June 2023: none).
Trading update
APQ Global, via its subsidiaries Delphos MMJ 1, LLC and Delphos MMJ 2, LLC made further capital contributions to Delphos MMJ LLP totalling $500,000 during the period ended 30 June 2024 (six months ended 30 June 2023: $500,000).
At the end of September, the Company obtained CULS holder consent for a maturity extension of the CULS until 31 March 2025 in exchange for a step up in coupon to 6 percent per annum and a principal repayment of £3.5 million reducing the outstanding principal to £26.1 million. At the end of October, the Group held approximately US$4.3mln in cash. Delphos continues to progress the pipeline of contracts previously advised, and as previously noted, it is important to note that the exact timing of the receipt of fees and commissions remains unpredictable and so considerable uncertainty on the month-to-month realisation of the cashflows (set out further below) persists.
The Company, via its subsidiary Delphos is currently executing 46 capital raising mandates (versus 40 at the end of August) in addition to various transaction advisory mandates.
Number of mandates per region and sector:
Africa: 12
Latin America and Caribbean: 13
Asia: 13
Europe and the Middle East: 8
Agriculture: 2
Funds and Financial Services: 12
Energy and Natural Resources: 10
Infrastructure and Mining: 10
Health care, Services and Telecom: 12
The table above highlights the diversified nature of the pipeline with respect to geography and sectors.
In terms of the expected revenue, the table below shows the realised cashflows for the period September to November and management's revised estimates based on the status of the deals in execution, compared with the estimates disclosed on 6 September 2024:
| | Realised Inflows (Sep-Nov) and Revised Estimate (Dec-Mar) | Previous Estimate (6-Sep-24) |
| September 2024 | 563,142 | 500,000 |
| October 2024 | 337,230 | 4,330,000 |
| November 2024 | 423,002 | 8,100,000 |
| December 2024 | 3,900,000 | 1,450,000 |
| January 2025 | 16,200,000 | 7,085,000 |
| February 2025 | 16,500,000 | 8,312,500 |
| March 2025 | 4,300,000 | 9,865,500 |
| April 2025 - September 2026 | 73,840,000 | 73,840,000 |
| Total | 116,063,374 | 113,483,000 |
The recent shortfall in cash receipts was driven by three factors, all of which the Company believes to be of a temporary nature. Firstly, personnel changes at some key funding sources have elongated the execution process for certain deals. Secondly, the pronouncements by President-Elect Trump with respect to reclassifying career government officials as political appointees has temporarily caused confusion in Washington, DC and slowed down the execution of certain deals. Finally, the recent strength of the USD and the volatility of interest rates has affected borrowing appetite.
The Company is executing on its strategy to generate sufficient cash to repay the remaining outstanding CULS principal through a combination of realizing success fees from its existing pipeline and exploring various refinancing options. Both avenues, while inherently uncertain, appear in the Board's opinion to hold sufficient promises to achieve the full repayment objective.
The election outcome in the US is affecting the global economic outlook and the threat of the imposition of tariffs may have a disruptive impact. The immediate impact has however been positive as it has reduced the USD value of our GBP liability by nearly 5.4 percent as of 20 November 2024.
Financial position
| The Company's financial position at 30 June 2024 is summarised as: | 30 June 2024 $ |
| | |
| Investments | 38,395,551 |
| Fixed assets | 86,245 |
| Cash at banks/brokers | 10,263,796 |
| Short term receivables | 6,773,838 |
| Private loans | 860,000 |
| Other assets | 894,193 |
| Total assets | 57,273,623 |
| | |
| CULS liability | 37,025,835 |
| Other liabilities | 712,967 |
| Total liabilities | 37,738,802 |
| | |
| Total equity | 19,534,821 |
HIGHLIGHTS
For the six months ended 30 June 2024
Financial position (continued)
The group investments are made up of:
| | 30 June 2024 $ |
| | |
| ARGTES 15 1/2 10/17/26 Corp | 371,411 |
| FX Hedges | (348,750) |
| Palladium Trust Services (Private Company) | 23,213 |
| New Markets Media & Intelligence (Private Company) | 472,951 |
| Parish Group (Private Company) | 4,760,103 |
| Delphos International Ltd (Private Company) | 27,041,000 |
| Delphos Canada Limited (Private Company) | 1,482,928 |
| Promethean Trustees (Private Company) | 23,472 |
| Promethean Advisory (Private Company) | 387,732 |
| Delphos MMJ (Private Company) | 1,500,100 |
| Delphos Services Limited (Private Company) | 2,159,018 |
| Delphos Milan S.r.l (Private Company) | 307,071 |
| Delphos Design Doo (Private Company) | 215,302 |
| | |
| Total equity | 38,395,551 |
Notes:
1. The figures in the table above are estimates only and are based on unaudited estimated valuations in accordance with the Company's valuation policy. Such estimates may differ materially from any actual results.
2. Publicly traded securities are valued using close prices on the relevant exchange as at 30 June 2024 (source: Bloomberg).
3. Direct investments valuation provided by an independent third party as at 31 December 2023.
4. All non-USD balances converted to USD using the WM/Refinitiv FX benchmark rates with 4.00 p.m. fixing on 30 June 2024 (source: Bloomberg).
For further enquiries, please contact:
| APQ Global Limited | 020 3478 9708 |
|
| |
| Singer Capital Markets - Nominated Adviser and Broker | 020 7496 3000 |
| | |
| Suntera - TISE sponsor | 01481 737 277 |
| | |
| Investor Relations IR@APQGlobal.com | |
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| |
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. 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.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
For the six months ended 30 June 2024
| |
Note | For the six months ended 30 June 2024 |
| For the six months ended 30 June 2023 |
| | | $ |
| $ |
| | | | | |
| Turnover | 4 | 4,215,860 | | 6,375,876 |
| | | | | |
| Net loss on financial assets at fair value through profit and loss | 13 | (5,127,690) | | (2,822,709) |
| | | | | |
| Administrative expenses | 5 | (2,148,930) | | (4,242,288) |
| | | | | |
| Operating loss for the period before tax |
| (3,060,760) |
| (689,121) |
|
| | | | |
| Interest receivable | 8 | 230,421 | | 73,612 |
| | | | | |
| Finance costs | 9 | (1,283,840) | | (1,191,861) |
| | | | | |
| Net gain on financial liabilities at fair value through profit and loss | 16 | - | | 254,324 |
|
| | | | |
| Loss on ordinary activities before taxation |
| (4,114,179) |
| (1,553,046) |
|
| | | | |
| Tax on loss on ordinary activities | | - | | - |
| | | | | |
| Loss on ordinary activities before taxation | | (4,114,179) | | (1,553,046) |
|
| | | | |
| Other comprehensive income | | - | | - |
|
| | | | |
| Total comprehensive loss for the period |
| (4,114,179) |
| (1,553,046) |
|
|
|
|
|
|
| Basic and diluted earnings per share | 10 | (0.0524) |
| (0.01978) |
|
| | | | |
The notes on pages 16 to 32 form an integral part of the Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)----
As at 30 June 2024
| | | 30 June 2024 |
| 31 December 2023 |
|
| Note | $ |
| $ |
| Assets | | | | |
| Non-current assets | | | | |
| Property, plant and equipment | 12 | 20,327 | | 26,421 |
| Right of use assets | 18 | 65,918 | | 115,357 |
| Investments | 13 | 47,910,966 | | 52,538,656 |
| Total non-current assets |
| 47,997,211 |
| 52,680,434 |
| | | | | |
| Current assets | | | | |
| Trade and other receivables | 14 | 8,688,906 | | 7,970,810 |
| Cash and cash equivalents | | 587,506 | | 705,606 |
| Total current assets |
| 9,276,412 |
| 8,676,416 |
| | | | | |
| Total assets |
| 57,273,623 |
| 61,356,850 |
| | | | | |
|
|
| | | |
| Current liabilities |
| | | |
| Trade and other payables | 15 | (712,967) | | (980,222) |
| 3.5% Convertible Unsecured Loan Stock | 16 | (37,025,835) | | (36,710,043) |
| Total current liabilities |
| (37,738,802) |
| (37,690,265) |
|
| | | | |
| Long term liabilities | | | | |
| Lease liabilities | 18 | - | | (17,585) |
| Total long-term liabilities |
| - |
| (17,585) |
|
|
| | | |
| Net assets |
| 19,534,821 |
| 23,649,000 |
|
|
| | | |
| Equity |
| | | |
| Share capital | 17 | 100,141,648 | | 100,141,648 |
| Equity component of 3.5% Convertible Unsecured Loan Stock | 16 | 6,823,671 | | 6,823,671 |
| Retained earnings | | (82,502,985) | | (78,388,806) |
| Exchange reserve | | (4,927,513) | | (4,927,513) |
|
| | | | |
| Total equity |
| 19,534,821 |
| 23,649,000 |
|
|
|
|
|
|
| Net asset value per ordinary share (cents) |
| 24.87 |
| 30.10 |
The Financial Statements were approved by the Board of Directors of APQ Global Limited on 20 November 2024 and signed on 28 November 2024 on its behalf by:
___________________ ___________________
Bart Turtelboom Philip Soulsby
Chief Executive Officer Director
The notes on pages 16 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 2023
| | Share capital $ |
CULS equity component $ | Other capital reserves $ | Retained earnings $ | Exchange reserve $ | Total $ |
| At 1 January 2023 | 100,141,648 | 6,919,355 | 37,417 | (94,935,385) | (4,927,513) | 7,235,522 |
| | | | | | | |
| Comprehensive income for the period | | | | | | |
| Loss for the period | - | - | - | (1,553,046) | - | (1,553,046) |
| | | | | | | |
| Total comprehensive income for the period | - |
- | - | (1,553,046) | - | (1,553,046) |
| | | | | | | |
| Contributions by and distributions to owners | | | | | | |
| Share based payments settled in cash | - | - | (3,368) | - | - | (3,368) |
| Reversal of share-based payment expense recognised in prior periods | - | - | (34,049) | - | - | (34,049) |
| Settlement of CULS | - | (87,008) | - | - | - | (87,008) |
| | | | | | | |
| As at 30 June 2023 | 100,141,648 | 6,832,347 | - | (96,488,431) | (4,927,513) | 5,558,051 |
| | | | | | | |
The notes on pages 16 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 2024
| | Share capital $ |
CULS equity component $ |
Other capital reserves $ | Retained earnings $ | Exchange reserve $ | Total $ |
| At 1 January 2024 | 100,141,648 | 6,823,671 | - | (78,388,806) | (4,927,513) | 23,649,000 |
| | | | | | | |
| Comprehensive income for the period |
|
|
|
|
|
|
| Loss for the period | - | - | - | (4,114,179) | - | (4,114,179) |
| | | | | | | |
| Total comprehensive income for the period | - |
- | - | (4,114,179) | - | (4,114,179) |
| | | | | | | |
| As at 30 June 2024 | 100,141,648 | 6,823,671 | - | (82,502,985) | (4,927,513) | 19,534,821 |
|
|
|
|
|
|
|
|
The notes on pages 16 to 32 form an integral part of the Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
For the six months ended 30 June 2024
| | | For the six months ended 30 June 2024 |
| For the six months ended 30 June 2023 |
| Cash flow from operating activities | Note | $ |
| $ |
|
| | | | |
| Cash generated from operations | | | | |
| Loss for the financial period | | (4,114,179) | | (1,553,046) |
| Adjustments for non-cash income and expenses |
|
|
|
|
| Equity settled share-based payments | 19 | - | | (34,049) |
| Depreciation tangible fixed assets | 12 | 9,631 | | 8,794 |
| Depreciation right of use assets | | 49,439 | | 41,436 |
| Net loss on financial assets at fair value through profit and loss | 13 | 5,127,690 | | 2,822,709 |
| Net gain on financial liabilities at fair value through profit and loss | 16 | - | | (254,324) |
| Exchange rate fluctuations | | (304,220) | | 1,904,726 |
| Changes in operating assets and liabilities | | | | |
| (Increase)/decrease in trade and other receivables | 14 | (246,361) | | 19,947 |
| Decrease in trade and other payables | 15 | (235,170) | | (77,585) |
| Decrease in receivables from group undertakings | 14 | (471,735) | | (2,697,742) |
| (Decrease)/increase in payables from group undertakings | 15 | (2,527) | | 2,595 |
| Cash (utilised by)/generated from operations | | (187,432) | | 183,461 |
| | | | | |
| Interest receivable | 8 | (230,421) | | (73,612) |
| Finance costs | 9 | 1,283,840 | | 1,191,861 |
| | | | | |
| Net cash inflow from operating activities |
| 865,987 |
| 1,301,710 |
|
|
|
|
|
|
| Cash flow from investing activities | | | | |
| Payments to acquire investments | 13 | (500,000) | | (500,000) |
| Payments to acquire property, plant and equipment | 12 | (3,537) | | (5,767) |
| Interest received | 8 | 230,421 | | 73,612 |
| | | | | |
| Net cash outflow from investing activities |
| (273,116) |
| (432,155) |
|
|
|
|
|
|
| Cash flow from financing activities |
|
|
|
|
| Interest on CULS | 16 | (654,947) | | (643,080) |
| Settlement of CULS as a discount | 16 | - | | (249,380) |
| Cash settled share-based payments | | - | | (3,368) |
| Payments for lease rental | 18 | (50,128) | | (44,112) |
| | | | | |
| Net cash outflow from financing activities |
| (705,075) |
| (939,940) |
|
| | | | |
| Net decrease in cash and cash equivalents |
| (112,204) |
| (70,385) |
|
| | | | |
| Cash and cash equivalents at beginning of period | | 705,606 | | 586,040 |
| | | | | |
| Exchange rate fluctuations on cash and cash equivalents | | (5,896) | | 36,774 |
| | | | | |
| Cash and cash equivalents at end of period |
| 587,506 |
| 552,429 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) (CONTINUED)
For the six months ended 30 June 2024
|
| At 1 January 2024 |
| Movements arising from cash flows |
| Non- cash movements |
| At 30 June 2024 |
|
| $ |
| $ |
| $ |
| $ |
| Reconciliation of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents: | |
|
|
|
|
|
|
| Cash at bank | 705,606 | | (112,204) | | (5,896) | | 587,506 |
| | | | | | | | |
| Debt: | | | | | | | |
| Convertible Unsecured Loan Stock | (36,710,043) | | 654,947 | | (970,739) | | (37,025,835) |
| Lease liabilities | (115,357) | | 50,128 | | (2,985) | | (68,214) |
| | (36,825,400) | | 705,075 | | (973,724) | | (37,094,049) |
| | | | | | | | |
| Net debt | (36,119,794) | | 592,871 | | (979,620) | | (36,506,543) |
| | | | | | | | |
| | | | Movements arising from cash flows | | Non- cash movements | | Total |
| | | | $ | | $ | | $ |
| Movements on debt balances comprise: | | | | | | | |
| Cash flows used in principal payments of lease liabilities | | | 50,128 | | - | | 50,128 |
| Amortisation of discount on lease liabilities | | | - | | (3,953) | | (3,953) |
| Exchange differences on lease liability | | | - | | 968 | | 968 |
| | | | | | | | |
| Cash flows used in servicing interest payments of CULS | | | 654,947 | | - | | 654,947 |
| Amortisation of discount on CULS issue | | | - | | (1,279,887) | | (1,279,887) |
| Exchange differences on CULS liability | | | - | | 309,148 | | 309,148 |
|
| |
| 705,075 |
| (973,724) |
| (268,649) |
The notes on pages 16 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 2024
1. Corporate information
The interim consolidated financial statements of APQ Global Limited (the "Group") for the six months ended 30 June 2024 were authorised for issue in accordance with a resolution of the Board of Directors on 20 November 2024. 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 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey GY1 2JP.
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[1].
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 2023 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 2023 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, Delphos Holdings Limited and Evergreen Impact 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 2024
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, Delphos Holdings Limited and Evergreen Impact 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.
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 2024 |
| 30 June 2023 |
| Group |
| $ |
| $ |
|
| | | | |
| Cayman | | 9,538,076 | | 22,753,789 |
| United Kingdom | | 480,794 | | 480,794 |
| Guernsey | | 47,254,753 | | 18,956,853 |
| Europe | | - | | - |
| | | 57,273,623 | | 42,191,436 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
4. Analysis of turnover
| | | For the six months ended 30 June 2024 |
| For the six months ended 30 June 2023 |
|
|
| $ |
| $ |
| |
|
|
|
|
| Dividends received from APQ Cayman Limited | | 4,215,860 | | 6,375,876 |
5. Analysis of administrative expenses
| | | For the six months ended 30 June 2024 |
| For the six months ended 30 June 2023 |
|
|
| $ |
| $ |
|
| | | | |
| Personnel expenses | | 227,048 | | 370,503 |
| Depreciation of tangible fixed assets expenses | | 9,631 | | 8,794 |
| Depreciation of right of use assets | | 49,439 | | 41,436 |
| Payments on short term leases | | - | | 94,141 |
| Audit fees | | 109,338 | | 99,263 |
| Nominated advisor fees | | 31,584 | | 30,591 |
| Travel and subsistence | | 875,075 | | - |
| Administration fees and expenses | | 103,935 | | 154,722 |
| Director's remuneration | | 117,727 | | 107,448 |
| Other expenses | | 133,954 | | 640,773 |
| Professional fees |
| 792,414 |
| 943,729 |
| Share based payment expenses |
| - |
| (34,050) |
| Insurance |
| 9,505 |
| 5,794 |
| Recharge of expenses to APQ Cayman Limited |
| (78,307) |
| (185,617) |
| Net exchange (gains)/losses |
| (232,415) |
| 1,964,761 |
| |
|
|
|
|
| | | 2,148,928 | | 4,242,288 |
6. Director's remuneration
| | | For the six months ended 30 June 2024 |
| For the six months ended 30 June 2023 |
|
|
| $ |
| $ |
|
| | | | |
| Director's remuneration | | 117,727 | | 107,448 |
| |
|
|
|
|
| | | 117,727 | | 107,448 |
| | | | | |
| The highest paid director was Bart Turtelboom (2023: Bart Turtelboom)* | | 15,170 | | 14,912 |
| | | | | |
| Average number of directors in the period | | 3 | | 4 |
| | | | | |
* Full breakdown of Director remuneration is shown in note 20, including director remuneration from other group entities.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
7. Personnel expenses
| | | For the six months ended 30 June 2024 |
| For the six months ended 30 June 2023 |
|
|
| $ |
| $ |
|
| | | | |
| Short term benefits - wage and salaries | | 76,050 | | 142,911 |
| Short term benefits - social security costs | | 5,193 | | 11,561 |
| Short term benefits - other benefits | | 142,763 | | 210,314 |
| Post-employment benefits | | 3,042 | | 5,717 |
| |
|
|
|
|
| | | 227,048 | | 370,503 |
| | | | | |
| Personnel expenses are included in expenses per note 5 | ||||
| | | | | |
| Key management personnel expenses, excluding director's remuneration detailed in note 6, is as follows: | ||||
| | | | | |
| Short term benefits - other benefits | | 142,807 | | 206,027 |
| | | 142,807 | | 206,027 |
8. Interest receivable
| | | For the six months ended 30 June 2024 |
| For the six months ended 30 June 2023 |
|
|
| $ |
| $ |
|
| | | | |
| Loan interest receivable from Delphos Holdings Limited | | 170,000 | | 28,333 |
| Loan interest receivable from Delphos International Limited | | 36,645 | | 41,919 |
| Loan interest receivable from Promethean Advisory Limited | | 6,330 | | 2,811 |
| Bank Interest Receivable | | 17,446 | | 549 |
| |
|
|
|
|
| | | 230,421 | | 73,612 |
9. Finance costs
| | | For the six months ended 30 June 2024 |
| For the six months ended 30 June 2023 |
|
|
| $ |
| $ |
|
| | | | |
| Interest on 3.5% Convertible Unsecured Loan Stock 2024 | | 1,279,887 | | 1,189,156 |
| Discount on unwinding of lease liability | | 3,953 | | 2,705 |
| | | | | |
| | | 1,283,840 | | 1,191,861 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
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 2024 |
| For the six months ended 30 June 2023 |
|
|
| $ |
| $ |
|
| | | | |
| Total comprehensive income for the period | | (4,114,178) | | (1,553,046) |
| Average number of shares in issue | | 78,559,983 | | 78,514,452 |
| |
|
|
|
|
| Earnings per share | | (0.05240) |
| (0.01978) |
| | |
|
|
|
The Group has 5,920 (30 June 2023: 5,920) units of Convertible Loan Stock which are potentially dilutive if converted into ordinary shares. This would increase the weighted average number of shares by 5,920 (30 June 2023: 5,920) exercise price on these conversion options currently exceeds the traded share price of APQ Global. These are not currently dilutive (30 June 2023: not dilutive).
11. Dividends
No dividends were declared in the period ended 30 June 2024 nor the period ended 30 June 2023.
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 residual impact of Covid-19 and unrest in Ukraine, the Company 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 |
|
Total |
|
| $ |
| $ |
| $ |
| Cost | | | | | |
| At 1 January 2024 | 133,035 | | 20,251 | | 153,286 |
| Additions during the period | 3,537 | | - | | 3,537 |
| At 30 June 2024 | 136,572 | | 20,251 | | 156,823 |
| | | | | | |
| Accumulated depreciation | | | | | |
| At 1 January 2024 | 106,814 | | 20,051 | | 126,865 |
| Charge for the period | 9,519 | | 112 | | 9,631 |
| At 30 June 2024 | 116,333 | | 20,163 | | 136,496 |
| | | | | | |
| Net book value | | | | | |
| At 30 June 2024 | 20,239 | | 88 | | 20,327 |
| | | | | | |
| At 31 December 2023 | 26,221 | | 200 | | 26,421 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
13. Investments
| |
| ||||||||
| | APQ Cayman Limited |
| APQ Corporate Services Limited |
|
APQ Knowledge Limited |
| Delphos Holdings Limited |
|
Total |
|
| $ |
| $ |
| $ |
| $ |
| $ |
| At 1 January 2024 | 14,665,766 | | 5,194,520 | | 472,951 | | 32,205,419 | | 52,538,656 |
| Additions | - | | - | | - | | 500,000 | | 500,000 |
| Fair value movement | (5,127,690) | | - | | - | | - | | (5,127,690) |
| |
|
|
|
|
|
|
|
|
|
| At 30 June 24 | 9,538,076 | | 5,194,520 | | 472,951 | | 32,705,419 | | 47,910,966 |
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 2024
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 | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | APQ Global Limited | | 100 | | 10 January 2019 | | Investment holding company | | FVTPL |
| APQ Knowledge Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | 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 2024
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 2019 | | Trading investment company | | FVTPL |
| Delphos International, Ltd | | United States | | 2121 K St, NW STE 620, Suite 1020, Washington, DC 20037 | | Delphos Holdings Limited | | 100 | | 3 March 2020 | | Trading investment company | | FVTPL |
| Parish Corporate Services Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, 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, 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, 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, GY1 3HT | | APQ Corporate Services Limited | | 100 | | 29 January 2020 | | Trading investment company | | FVTPL |
| Delphos Canada Limited | | Canada | | 202-230 ch. du Golf, Montreal, QC H3E 2A8, Canada | | Delphos Holdings Limited | | 70 | | 20 January 2021 | | Trading investment company | | FVTPL |
| Delphos Holdings Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | APQ Global Limited | | 100 | | 13 August 2021 | | Investment holding company | | FVTPL |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
13. Investments (continued)
| Name | | Country of incorporation | | Registered Office | | Immediate Parent Company | | Holding % | | Acquisition/ Incorporation Date | | Activity | | Recognition | ||||||||||
| Delphos Impact Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | Delphos Holdings Limited | | 100 | | 18 August 2021 | | Trading investment company | | FVTPL | ||||||||||
| Evergreen Impact Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | APQ Global Limited | | 50 | | 10 August 2021 | | Trading management consultancy | | FVTPL |
| |||||||||
| 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 | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | Delphos Holdings Limited | | 100 | | 27 September 2021 | | Trading services company | | FVTPL |
| |||||||||
| Promethean Trustees Limited | | Malta | | 35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta | | APQ Corporate Services Limited | | 100 | | 4 July 2022 | | Trading investment company | | FVTPL |
| |||||||||
| Promethean Advisory Limited | | Malta | | 35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta | | Promethean Trustees Limited | | 100 | | 4 July 2022 | | Trading services company | | FVTPL |
| |||||||||
| Delphos MMJ 1, LLC | | United States of America | | The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 | | Delphos Holdings Limited | | 100 | | 18 March 2022 | | Trading investment company | | FVTPL |
| |||||||||
| Delphos MMJ 2, LLC | | United States of America | | The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 | | Delphos Holdings Limited | | 100 | | 18 March 2022 | | Trading investment company | | FVTPL |
| |||||||||
| MMJ Partners LP | | United States of America | | The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 | | Delphos MMJ 1, LLC4 | | 99.67 | | 20 February 2023 | | Trading management consultancy | | FVTPL |
| |||||||||
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
13. Investments (continued)
| Name | | Country of incorporation | | Registered Office | | Immediate Parent Company | | Holding % | | Acquisition/ Incorporation Date | | Activity | | Recognition | ||||||||||
| MMJ Partners LP | | United States of America | | The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 | | Delphos MMJ 2, LLC4 | | 0.33 | | 20 February 2023 | | Trading management consultancy | | FVTPL |
| |||||||||
| Delphos Capital Limited | | England and Wales | | 22a St. James's Square, London, England, SW1Y 4JH | | Delphos Holdings Limited | | 100 | | 17 November 2023 | | Dormant | | FVTPL |
| |||||||||
| Delphos Milan S.r.l | | Italy | | Via San Raffele, 1 20121 Milano (MI), Italia | | Delphos Holdings Limited | | 100 | | 15 February 2023 | | Trading services company | | Cost |
| |||||||||
| Delphos Design D.o.o | | Croatia | | Miramarska 24 HR - 10000 Zagreb, Croatia | | Delphos Holdings Limited | | 100 | | 16 February 2023 | | Trading services company | | Cost |
| |||||||||
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 Services Limited, 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.
Fair value of the investment in Delphos Holdings Limited, has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through 1) a combined income and market multiple based approach, incorporating comparison with external sources and the expected cash flows of the investment 2) net asset value where the investment entities have not get developed a predicable source of income and 3) costs for those newly incorporated/acquired entities where the Company is still in the process of creating revenue generating opportunities.
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.
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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
13. Investments (continued)
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 APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact 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, Delphos Holdings 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 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 movements in the investments in the period are shown above.
The Company has classified its investments in APQ Cayman Limited as level 3. Valuation is determined based on the NAV with the assets and liabilities of APQ Cayman Limited comprising cash or bonds which 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.
| |
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
|
|
| $ |
| $ |
| $ |
| $ |
|
|
|
|
|
|
|
|
|
|
| At 1 January 2024 | | - | | - | | 52,538,656 | | 52,538,656 |
| Additions | | - | | - | | 500,000 | | 500,000 |
| Fair value movement | | - | | - | | (5,127,690) | | (5,127,690) |
| |
|
|
|
|
|
|
|
|
| At 30 June 2024 | | - | | - | | 47,910,966 | | 47,910,966 |
| | | | | | | | | |
14. Trade and other receivables
|
| |
|
|
| 30 June 2024 |
| 31 December 2023 |
|
|
|
|
|
| $ |
| $ |
|
| | | | | | | |
| Trade debtors | | | | | 624,234 | | 529,270 |
| Amounts due from group undertakings | | | | | 7,633,838 | | 7,162,103 |
| Prepayments and accrued income | | | | | 52,024 | | 61,959 |
| Other debtors | | | | | 378,810 | | 217,478 |
| | | | | | | | |
| | | | | | 8,688,906 | | 7,970,810 |
| | | | | | | | |
An amount of $162,662 (2023: $162,662) has been deducted from the balances above in respect of amounts that are not considered recoverable.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
15. Trade and other payables
|
| |
|
|
| 30 June 2024 |
| 31 December 2023 |
|
|
|
|
|
| $ |
| $ |
|
| | | | | | | |
| Trade creditors | | | | | 200,852 | | 139,988 |
| Amounts due to group undertakings | | | | | 261,883 | | 264,410 |
| Other creditors | | | | | 2,814 | | 4,365 |
| Accruals | | | | | 179,204 | | 473,687 |
| Lease liability | | | | | 68,214 | | 97,772 |
| | | | | | | | |
| | | | | | 712,967 | | 980,222 |
16. 3.5% Convertible Unsecured Loan Stock
|
| Nominal number of CULS |
| Liability component |
| Equity component |
|
| $ |
| $ |
| $ |
|
| | | | | |
| As at 1 January 2024 | 40,893,551 | | 36,710,042 | | 6,823,671 |
| Amortisation of discount on issue and issue expenses | - | | 1,279,887 | | - |
| Interest paid during the period | - | | (654,947) | | - |
| Exchange differences | - | | (309,147) | | - |
| | | | | | |
| As at 30 June 2024 | 40,893,551 | | 37,025,835 | | 6,823,671 |
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.
During April 2023, the Company announced a tender offer for up to 100% of the Company's CULS at a discount of 50%. 80 of the 6,000 units of CULS with a nominal value of $474,248 were validly tendered and were settled for an amount of $249,380 resulting in a gain on settlement of $224,868. An amount of $95,864 was transferred from the CULS equity to retained earnings on settlement of the CULS representing the value assigned to the conversion option of the CULS settled during the year.
17. Share Capital
The authorised and issued share capital of the Company is 78,559,983 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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
17. Share Capital (continued)
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.
| | Ordinary shares |
|
|
|
|
|
| No |
| £ |
| $ |
|
| | | | | |
| At 1 January 2024 and At 30 June 2024 | 78,559,983 | | 77,099,861 | | 100,141,648 |
18. 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 2024 | | | | 493,621 |
| At 30 June 2024 | | | | 493,621 |
| | | | | |
| Accumulated depreciation | | | | |
| At 1 January 2024 | | | | 378,264 |
| Charge for the period |
| |
| 49,439 |
| At 30 June 2024 |
| |
| 427,703 |
| |
| |
| |
| Net book value |
|
|
|
|
| At 30 June 2024 | | | | 65,918 |
| At 31 December 2023 | | | | 115,357 |
| Lease liability |
| 30 June 2024 |
| 31 December 2023 |
|
| | $ | | $ |
| Balance at start of the period | | 115,357 | | 82,872 |
| Interest on lease liability | | 3,953 | | 3,537 |
| Payments for lease | | (50,128) | | (89,128) |
| Exchange differences | | 968 | | 2,719 |
| New lease liability | | - | | 115,357 |
| |
|
|
|
|
| Balance at end of the period | | 68,214 |
| 115,357 |
| | | | | |
| The lease falls due: | | | | |
| Within 1 year | | 68,214 | | 97,772 |
| After 1 year but within 5 years | | | | 17,585 |
| | | 68,214 |
| 115,357 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
19. 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 2024 |
| 31 December 2023 |
| | | $ |
| $ |
| | | | | |
| Share capital | | 100,141,648 | | 100,141,648 |
| Equity component of 3.5% Convertible Unsecured Loan Stock 2024 | | 6,823,671 | | 6,823,671 |
| Retained earnings | | (82,502,985) | | (78,388,806) |
| Exchange reserve | | (4,927,513) | | (4,927,513) |
|
| | | | |
| Total shareholders' funds | | 19,534,821 | | 23,649,000 |
20. 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 and Chair and a significant shareholder in Beauvoir Limited, the Company Secretary that was appointed on 3 June 2024 to replace Parish Group Limited.
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 2024
20. Related party transactions (continued)
| | | APQ Global Limited - 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 2024 | For the six months ended 30 June 2023 | | For the six months ended 30 June 2024 | For the six months ended 30 June 2023 |
| For the six months ended 30 June 2024 | For the six months ended 30 June 2023 |
| For the six months ended 30 June 2024 | For the six months ended 30 June 2023 |
| For the six months ended 30 June 2024 | For the six months ended 30 June 2023 |
| For the six months ended 30 June 2024 | For the six months ended 30 June 2023 |
| Bart Turtelboom | Chief Executive Officer | 15,170 | 14,912 | | 60,674 | 59,718 | | - | - | | - |
- | | |
- | | 75,844 | 74,630 |
| Wayne Bulpitt | Non-Executive Chairman | 40,558 | 20,840 | | - | - | | - | - | | - |
- | | |
- | | 40,558 | 20,840 |
| Philip Soulsby | Finance Director | 18,978 | 18,615 | | - | - | | - | - | | - |
- | | - |
- | | 18,978 | 18,615 |
| Al Wadhah Al Adawi | Non-Executive Director | - | 12,547 | | - | - | | - | - | | - |
- | | - |
- | | - | 12,547 |
| | | | | | | | | | | | | | | | | | | |
| | | 74,706 | 66,914 | | 60,674 | 59,718 | | - | - | - | - | - | - | 135,380 | 126,632 | |||
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.
At 30 June 2024, $nil (31 December 2023: $nil) was payable to the directors with and $244,482 (31 December 2023: $85,782) receivable from a director for an expense advance. A total amount of $1,287,742 (six months ended 30 June 2023: $587,173) of general corporate expenses such as travel and business development were incurred by a director which the Company reimbursed and , which does not constitute a director emolument
The Company's administrator is Parish Group Limited, a wholly owned subsidiary of APQ Global Limited. APQ Global Limited has incurred $103,935 (six months ended 30 June 2023: $102,510) of fees and expenses to Parish Group Limited as administrator of the Company, till being replaced by Beauvoir Limited on 3 June 2024. As at 30 June 2024 the balance owed to Parish Group Limited was $nil (31 December 2023: $nil).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
20. 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 $339,904 (six months ended 30 June 2023: $937,252) to APQ Global Limited during the period. As at 30 June 2024, APQ Global Limited was owed $139,069 from APQ Partners LLP (31 December 2023: $144,085). 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 $nil (six months ended 30 June 2023: $185,617. During the six months period to 30 June 2024, APQ Global Limited received dividends from APQ Cayman Limited of $4,215,860 (six months ended 30 June 2023: $6,375,876).
As at 30 June 2024, APQ Global Limited owed $264,410 (31 December 2023: $264,410) to APQ Corporate Services Limited. The balance is interest free and repayable on demand.
As at 30 June 2024 APQ Global Limited was owed $2,527 (31 December 2023: $2,527) to New Markets Media & Intelligence Ltd. The balance is interest free and repayable on demand.
Delphos Holdings Limited:
During the period, APQ Global Limited provided funding of $427,569 (six months ended 30 June 2023: $161,231) to Delphos Holdings Limited which has been capitalised to the cost of the investment in the Delphos Holdings group. As at 30 June 2024, an amount of $427,569 (31 December 2023: $nil) was due from Delphos Holdings Limited.
Delphos Partners LLP:
During the period, APQ Global Limited paid expenses totalling $198,918 (six months ended 30 June 2023: $363,779) on behalf of Delphos Partners LLP. At 30 June 2024, an amount of $198,918 (31 December 2023: $nil) was due to APQ Global Limited. The balance is interest free and repayable on demand.
Delphos International Limited:
During the period, APQ Global Limited provided funding of $nil (six months ended 30 June 2023: $472,351) to Delphos International Limited which has been capitalised to the cost of the investment in the Delphos Holdings group. It also provided loan funding of $600,000 (six months ended 30 June 2023: $650,000) on which the Company charged $36,645 (six months ended 30 June 2023: $12,371) in interest at a rate of 4.5%. The loan has no fixed repayment date. At, 30 June 2024 an amount of $2,113,320 (31 December 2023: $1,476,675) was due to APQ Global Limited. The balance is repayable on demand.
Delphos Impact Limited:
During the period, APQ Global Limited paid expenses totalling $166,533 (six months ended 30 June 2023: $561,640) on behalf of Delphos Impact Limited. At 30 June 2024, an amount of $2,582,616 (31 December 2023: $2,758,307) was due to APQ Global Limited. The balance is interest free and repayable on demand.
Delphos Services Limited:
During the period, APQ Global Limited paid expenses totalling $1,660,442 (six months ended 30 June 2023: $730,665) on behalf of Delphos Services Limited and received a repayment of $3,000,000 (six months ended 30 June 2023: $nil). At 30 June 2024, an amount of $3,070,392 (31 December 2023: $3,070,392) was due to APQ Global Limited. The balance is interest free and repayable on demand.
Promethean Advisory Limited:
During the period, APQ Global Limited made a subordinated loan to Promethean Advisory Limited amounting to $150,814 (six months ended 30 June 2023: $52,471) which bears interest at 5%. Interest of $6,330 (six months ended 30 June 2023: $2,811) accrued on the loan during the period. APQ Global Limited also paid expenses on behalf of Promethean Advisory Limited amounting to $nil (six months ended 30 June 2023: $nil). At 30 June 2024, a total amount of $528,768 (31 December 2023: $380,038) was due to APQ Global Limited. The balance is interest free and repayable on demand.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the six months ended 30 June 2024
20. Related party transactions (continued)
Delphos Milan S.r.l:
During the period, APQ Global Limited provided funding of $323,370 (six months ended 30 June 2023: $144,755) to Delphos Milan S.r.l which has been capitalised to the cost of the investment in the Delphos Holdings group at 31 December 2023. As at 30 June 2024, an amount of $323,370 (31 December 2023: $nil) was due from Delphos Milan S.r.l.
Delphos Design Doo:
During the period, APQ Global Limited provided funding of $229,032 (six months ended 30 June 2023: $4,494) to Delphos Design Doo which has been capitalised to the cost of the investment in the Delphos Holdings group at 31 December 2023. As at 30 June 2024, an amount of $229,032 (31 December 2023: $nil) was due from Delphos Design Doo.
[1] Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.
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