TIDMASLR
RNS Number : 7292Q
Asimilar Group PLC
30 June 2022
Certain information contained within this Announcement is deemed
by the Company to constitute inside information as stipulated under
the UK Market Abuse Regulations ("MAR"). Upon publication of this
Announcement, this information is now considered to be in the
public domain.
Asimilar Group plc
("Asimilar", the "Company" or the "Group")
Unaudited Interim Results for the six months ended 31 March
2022
The Board of Asimilar (AIM/AQSE: ASLR) announces the Group's
unaudited results for the six month period ended 31 March 2022.
Key financials:
-- Loss for the period of GBP10.6 million (H1 2021: profit of
GBP23.4 million), driven by the unrealised loss on the value of the
Group's holding in Dev Clever Holdings plc ("Dev Clever") over the
period. This reflected a fall in the Dev Clever share price from
38.5p per share at 30 September 2021 to 27p per share at 31 March
2022*
-- Net assets of GBP30.9 million (30 September 2021: GBP41.5
million), reflecting the unrealised loss on the Dev Clever
investment
-- Net asset value (NAV) per share of 25.3p (30 September 2021: 34.1p)
John Taylor, Chairman, commented: "The Board continues to work
on delivering the Group's strategy, which is focused on investment
opportunities in the technology and software sectors with its
primary focus being in the fields of big data, machine learning and
the internet of things (IOT). The six months in review (and
subsequent period) have seen significant headwinds in our sectors
of interest and therefore reflect somewhat of a consolidation
period. The Group awaits further news on the RTO and associated
re-listing of Dev Clever, and the proposed re-listing of All Active
Asset Capital ("AAA") on an international exchange, both of which
should add further flexibility to the Group in deploying additional
capital in new opportunities which the Board continues to actively
review."
*The Dev Clever share price was 30p per share on 24 December
2021 when the shares in Dev Clever were suspended pending a
proposed reverse takeover ("RTO"), however the Board have valued
these shares at 27p per share at the period end to reflect
off-market trading activity
For further details please see below:
Asimilar Group plc
John Taylor via Buchanan
Cairn Financial Advisers LLP (AIM
Nominated Adviser)
Sandy Jamieson, Liam Murray Tel: +44 20 7213 0880
Peterhouse Corporate Finance Limited
(Sole Broker)
Duncan Vasey / Lucy Williams Tel: + 44 20 7220 9797
Oberon Capital (Aquis Adviser)
Chris Crawford Tel + 44 20 3179 5300
Buchanan Communications Ltd Tel: +44 20 7466 5000 or
Asimilar@buchanan.uk.com
Richard Oldworth
Chris Lane
ASIMILAR GROUP PLC
CHAIRMAN'S STATEMENT
FOR THE SIX MONTHSED 31 MARCH 2022
Introduction
The Group invests in the technology and software sectors and
continues to focus primarily on investing in businesses in the
fields of big data, machine learning, telematics and the internet
of things (IoT) with content and delivery capability that engage
customers, monetise the user experience and have potential to
scale.
The sectors we are already invested in are education technology
(ed-tech), e-sports, OTT broadcast TV streaming, music streaming,
podcasting and cyber security, all of which continue to enjoy
significant growth into 2022.
The Group, including through its Jersey subsidiary, Asimilar
Investments Limited ("AIL"), holds a direct interest in 72.3
million shares of Dev Clever, representing approximately 11.97% of
its issued share capital, and 35 million warrants to invest further
at a price of 25 pence per share. The Group remains encouraged with
the progress that Dev Clever has made during the period and the
announcement of the conditional purchase of Veative Labs Private
Limited ("Veative"). Dev Clever remains suspended from trading
pending the publication of a prospectus relating to the acquisition
of Veative.
Following the acquisition of MESH Holdings Plc by All Active
Asset Capital ("AAA") during the period, the Group has a holding in
AAA of 24 million shares (representing approximately 1.3% of its
issued share capital). AAA owns around 32.5% of AAQUA N.V., a new
social and community platform seeking to reshape the social media
experience along more positive and inclusive lines by empowering
peer-level communities, celebrating authentic and purposeful
connections, and unleashing the power of co-creation.
AAA also announced in March 2022 that it owns 25% of Sentiance
N.V., a Belgium based AI company, and had agreed to acquire the
remaining issued equity of Sentiance such that, upon completion,
AAA will own 100% of Sentiance (the "Sentiance Acquisition"). AAA
has agreed non-binding heads of terms for the Sentiance Acquisition
and is currently negotiating a binding sale and purchase
agreement.
As an investing company Asimilar continues to support and
actively work with each of its investee companies to maximise
shareholder value and build quality businesses. Our portfolio now
consists of 4 listed and 7 private companies. We believe that there
is significant upside to be delivered and we are closely working
with the boards of certain of our investee companies to assist them
in realising their potential.
Shares in Asimilar are admitted to trading on AIM and in April
2022 the Group undertook a dual listing on the Access segment of
the AQSE growth market.
Summary of investment portfolio
The Board has been selective in the transactions made and our
investment portfolio now consists of businesses with strong
technology and content themes. Each of the businesses are pioneers
and innovators in their sectors and are disrupting the space that
they are in, which is consistent with Asimilar's investment
criteria.
Dev Clever Holdings Plc ("Dev Clever")
Dev Clever Holdings Plc, together with its wholly owned
subsidiary Dev Clever Limited, is a software and technology group
based in Tamworth, United Kingdom, specialising in the use of
lightweight integrations of cloud-based gamification and VR
technologies to deliver rich customer engagement experiences across
both the commercial and education sectors. In January 2019, Dev
Clever listed on the Standard List of the London Stock
Exchange.
Asimilar has an interest in 72.3 million ordinary shares in Dev
Clever representing approximately 11.97% of Dev Clever's issued
share capital. In addition, Asimilar retains a warrant to subscribe
for a further 35 million new ordinary shares in Dev Clever at 25
pence per Dev Clever share.
On 24 December 2021 Dev Clever announced that trading in its
ordinary shares was to be suspended pending approval by the FCA of
a prospectus relating to the acquisition of Veative Labs Pte Ltd
(Singapore) by Dev Clever. Dev Clever remains suspended pending the
publication of a prospectus in relation to this acquisition and we
will update the market with further developments as soon as they
are announced.
The carrying value as at 31 March 2022 of the shares is
GBP19,521,000 (30 September 2021: GBP27,835,500) and the carrying
value of the warrants is GBP2,156,000 (30 September 2021:
GBP5,670,000).
All Active Asset Capital ("AAA")
On 29 November 2021 the Court approved a scheme of arrangement
whereby All Active Asset Capital Limited ("AAA"), a private company
previously listed on AIM, acquired 100% of MESH on the basis of one
new AAA share for one MESH share. As a result, Asimilar now holds
24 million AAA shares representing approximately 1.3% of AAA's
issued share capital. AAA has announced its intention to seek a
listing on a recognised international stock exchange.
AAA holds 32.5% of AAQUA B.V ("AAQUA"), which is a global
services platform designed around "Passion Communities" where
members and famous entities ("Icons") curate original content,
combined with member inspired online to-offline initiatives. AAQUA
will offer levels of control and ownership which aim to bring
members, fans, Icons and brands onto the same peer level.
AAA also announced in March 2022 that it owns 25% of Sentience
N.V., a Belgium based AI company. AAA has now agreed to acquire the
remaining issued equity of Sentiance such that, upon completion,
AAA will own 100% of Sentiance (the 'Sentiance Acquisition').
Sentiance is a leading organisation within behavioural, ethical
artificial intelligence and machine learning with in its 'Motion
Intelligence' and 'Behavioural Change Platform' technologies.
AAQUA and Sentiance have also agreed a mutually beneficial
long-term Master Service Agreement ('MSA') which will come into
effect upon completion of the Sentiance Acquisition. Under the
terms of the MSA, AAQUA and Sentiance will collaborate on a fully
aligned roadmap which, amongst other things, will result in:
-- accelerated integration and productisation of Sentiance's
acclaimed AI recommendation, contextualisation and journey engines
within the AAQUA digital and physical Passion Community
proposition;
-- the creation of a highly effective, all-inclusive end-to-end
licensing model that commercialises the 'Human First' proprietary
technology stack, delivering innovation that allows brands to
connect seamlessly with their audiences around the world; and
-- a significant increase in growth investment in Sentiance.
The investment in AAA is held at GBP984,000 as at 31 March 2022.
The Board has assessed that there is no material change in the
value and will review this carrying value at the time of publishing
its annual accounts later in the year.
Audioboom Group plc ("Audioboom") :
Audioboom is a global leader in podcasting with more than 126
million downloads each month from 34 million unique listeners
around the world. Audioboom is now ranked as the third largest
podcast publisher by weekly users in the US by Triton Digital.
Audioboom's ad-tech and monetisation platform underpins a
scalable content business that provides commercial services for a
premium network of 250 top tier podcasts.
For the year to 31 December 2021 Audioboom achieved revenue of
US$60.3 million up 125% on 2020 and adjusted EBITDA of US$ 3.1
million, recording a positive adjusted EBITDA in every month in
2021.
On 24 May 2022 Audioboom issued a trading update confirming that
sales momentum has continued strongly into the second quarter, with
the Company having already contracted revenue in excess of US$66
million for 2022 through advance advertising bookings .
As at 31 March 2022 Asimilar held 145,700 shares in Audioboom.
The investment was valued at GBP2,669,952 at 31 March 2022 based on
an Audioboom share price of GBP18.33.
Magic Media Works Ltd ("Magic Media"):
Magic Media is a music entertainment technology business. The
company's mission is to bring families together through shared
music entertainment experiences, making every home a connected
home.
ROXi is backed by celebrity curators Kylie Minogue, Robbie
Williams and Sheryl Crow. ROXi delivers its unique interactive
experience through the ROXi Console, as well as through major Smart
TV and Pay TV platforms, including Sky Q.
Offering unlimited music, karaoke-style singing, global radio
access, an ambient sound machine and ROXi's unique music trivia
game, "Name That Tune", ROXi is highly differentiated and popular
with its target market of older, family consumers. The company has
global rights agreements with the major labels (Universal Music
Group, Sony Music Group, Warner Music Group) and major independents
including Merlin Music, providing customers with one year's access
to a premium music catalogue of over 55 million music tracks.
In addition to effortless media discovery and consumption,
ROXi's vision is to create experiences that bring people together
around music, and support activity beyond simply listening to
music, with a clearly differentiated software and hardware
offering. ROXi has built a multi-territory media platform with
localisation available for language, search, catalogue and playlist
curation.
Asimilar holds 1,646,682 shares which represents 6.13% of the
issued share capital of Magic Media. Asimilar also holds
GBP1,491,768 in convertible loan notes, 928,717 warrants and has
options over a further 95,000 ordinary shares in Magic Media. The
carrying value of this investment including loan notes and warrants
is GBP3,393,923 as at 31 March 2022.
Simplestream Limited ("Simplestream") :
Simplestream is an award winning provider of best in class, next
generation TV solutions to some of the biggest players in the
broadcast, sports and media industry. Clients include A&E
Networks, AMC Networks, Channel 4, Nova TV Sony Traceplay, QVC TV,
Box Nation, Little Dot Studios and At The Races amongst others.
Simplestream's cloud-based Media Manager platform provides
broadcasters and rights owners with an end-to-end technology
services eco-system, with a full range of multi-platform TV and
video distribution products including low latency online simulcasts
of TV channels, real-time sports highlights clipping, broadcaster
catch-up services, social video syndication and subscriber
management services.
Simplestream's technology platform also provides multi-channel
and multi-territory front-end templated applications for a complete
range of connected devices including mobiles, tablets, connected
TVs and fast-growing over the top (OTT) platforms such as Amazon
Fire TV, Apple TV and Roku. In the UK Simplestream's "Hybrid TV"
solution is used by leading broadcasters to power "catchup"
services on Freeview, Freesat, YouView and EETV.
Simplestream delivers services across Europe, the US, Africa and
the Far East with further international expansion planned
throughout 2022.
At 31 March 2022 Asimilar held 9,943 shares in Simplestream,
which represents 6.71% on a fully diluted basis and a Convertible
Loan Note of GBP21,000. The carrying value of this investment at 31
March 2022 is GBP856,212.
SeeQuestor Limited ("SeeQuestor")
SeeQuestor brings together leaders in cyber security and
computer vision to deliver an Artificial Intelligence ("AI") tool
to comb through some of the estimated 1.5 trillion hours of CCTV
footage produced per year, harnessing what the Directors believe to
be world leading AI technology and affordable supercomputing to
turn terabytes of video into actionable intelligence.
SeeQuestor has two main products available: SeeQuestor
'Post-Event' which allows teams to comb through archives of video
footage to find persons of interest or vehicles, helping to solve
investigations in a fraction of the time that would otherwise be
needed; and SeeQuestor 'iCCTV' which monitors surveillance cameras
in real-time. Use cases range from homeland security to smart
cities, airports, industrial and mining operations.
The SeeQuestor 'Post-Event' product has been used successfully
to solve crimes by 20 police forces in the UK and overseas.
SeeQuestor 'iCCTV' is now being deployed at scale to secure
sensitive events and sites in several countries.
On 30 December 2021, Asimilar Investments Limited ("AIL")
exercised its warrants and invested a further GBP337,840 for 33,784
new equity shares in addition to the 80,802 shares already
held.
The holding of SeeQuestor shares totalled 114,586 as at 31 March
2022, representing 8.76% of the issued share capital of SeeQuestor,
and the carrying value of the investment was GBP1,308,023.
Sparkledun Limited ("Sparkledun")
Sparkledun is a private company which, through its trading
subsidiary, Fast to Fibre Limited ("Fast to Fibre"), has rights to
exploit a patented process for the extraction of the inner core of
telecoms and power cables, allowing the insertion of fibre optic
without the need for excavation or other disruptive techniques.
The Fast to Fibre commercial proposition is to reduce the cost
of fibre optic deployment particularly in difficult to access areas
such as urban and city centres, thereby increasing the pace of
adoption in line with government targets around the world to
provide ultra-fast internet access.
Asimilar holds 8,307 ordinary shares of GBP1.00 each in the
issued share capital of Sparkledun, representing 4% of the issued
share capital. The carrying value of the investment at 31 March
2022 was GBP493,851.
Gfinity plc ("Gfinity")
Gfinity is a world-leading esports solutions provider. It
focuses on designing, developing and delivering esports solutions
for e-games publishers, rights holders and brands. It has contracts
and partnership arrangements with EA Games, Microsoft, FIFA,
Formula 1 and Indycar.
On 15 March 2022, Asimilar invested a further GBP27,400 for
2,186,454 new equity shares in Gfinity in addition to the 5,962,500
shares already held.
At 31 March 2022 Asimilar held 8,148,954 shares in Gfinity which
represent 0.74% of the issued share capital and carrying value of
GBP116,112.
Low 6 Limited ("Low6")
Low6 has developed an app for "pool betting" gameplay designed
for Millennials to compete against each other rather than
traditionally pitted against 'the House'. Distribution is through
multi-channel platform technology. Gameplay is available via
'global network' or 'ring-fenced geo-specific' tenants and/or
locations.
Asimilar holds 6,612 shares in Low6, representing 0.7% of the
issued share capital. The carrying value of the investment was
GBP119,993 at 31 March 2022.
Low6 is pursuing its own public listing on an international
exchange and we will update the market with material progress in
this regard as news becomes available.
Zeelo Limited ("Zeelo")
Zeelo's ambition is to build the world's leading smart mobility
platform for organisations, enabling access to safe and sustainable
transportation for everyday journeys. It seeks to use technology
and data to provide flexible and cost efficient transportation
programmes in public transit deserts. This includes the smart
provision and procurement of shared transport for businesses and
providing employees with a safer commute to work and in education
getting students to schools and colleges safely and competitively.
It also gives transport operators access to new business via a
digitised service.
Zeelo continues to grow impressively in 2022 in terms of
journeys taken on the platform and significant revenue and the
Board is confident it will realise the value of its investment.
At 31 March 2022, Asimilar held 1,220,000 in Zeelo, which
represents 1.2% of its issued share capital, with a carrying value
of GBP301,850.
I would like to thank our shareholders and advisers for
continuing to support the Board and our vision.
John Taylor
Chairman
29 June 2022
ASIMILAR GROUP PLC
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 31 MARCH 2022
Unaudited Unaudited Audited
six months six months year ended
ended ended
31 March 2022 31 March 30 September
2021 2021
Notes GBP GBP GBP
Revenue 7,000 7,000 14,000
Administrative expenses (323,811) (438,603) (800,536)
Sundry income - - 43,414
Gain on sale of investments 99,485 2,604,000 2,202,000
Gain / (Loss) from remeasurement
of derivative financial
liabilities 7 684,500 (602,600) (459,900)
Unrealised gain / (loss)
on remeasurement to fair
value on investments
in financial assets 3 (11,044,357) 21,836,376 25,687,510
-------------- ----------- -------------
GAIN / (LOSS) FROM OPERATIONS
BEFORE FINANCING ACTIVITIES (10,577,183) 23,406,173 26,686,488
Finance income - 21,015 20,377
Finance cost - - (1,229)
(LOSS)/PROFIT BEFORE
TAX (10,577,183) 23,427,188 26,705,635
Tax - - -
(LOSS)/PROFIT FOR THE
PERIOD (10,577,183) 23,427,188 26,705,635
TOTAL COMPREHENSIVE
(EXPENSE)/INCOME
FOR THE PERIOD (10,577,183) 23,427,188 26,705,635
-------------- ----------- -------------
(Loss)/profit before tax and total comprehensive
income/(expense) for the period are all attributable to the equity
shareholders of the parent.
(Loss)/profit per share (pence
per share)
Basic (8.69) 21.67 23.29
Diluted (8.69) 15.32 19.23
Income and profit from operations for the current period all
derive from continuing operations.
ASIMILAR GROUP PLC
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE SIX MONTHSED 31 MARCH 2022
Unaudited Audited
31 March 30 September
2022 2021
Notes GBP GBP
ASSETS
Non-current assets
Investments in financial assets
held at fair value 3 29,343,085 36,312,423
29,343,085 36,312,423
----------- -------------
Current assets
Investments in financial assets
held at fair value 3 2,978,726 6,727,681
Trade and other receivables 4 161,100 95,481
Cash and cash equivalents 5 31,705 600,090
----------- -------------
3,171,530 7,423,252
----------- -------------
TOTAL ASSETS 32,514,615 43,735,675
=========== =============
EQUITY AND LIABILITIES
Equity
Share capital 8 5,214,766 5,214,709
Share premium account 17,961,563 17,932,954
Merger reserve 279,900 279,900
Warrant reserve 157,813 157,813
Retained earnings 7,312,082 17,889,264
Total equity attributable to
equity holders of the parent 30,926,124 41,474,640
----------- -------------
Current liabilities
Trade and other payables 6 143,591 131,635
Derivative financial liabilities 7 1,444,900 2,129,400
Total liabilities 1,588,491 2,261,035
----------- -------------
TOTAL EQUITY AND LIABILITIES 32,514,615 43,735,675
=========== =============
ASIMILAR GROUP PLC
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 31 MARCH 2022
Share
Share Premium Merger Warrant Retained
capital Account Reserve Reserve Earnings Total
GBP GBP GBP GBP GBP
Audited as at
1 October 2020 5,213,277 14,327,636 279,900 157,813 (9,387,371) 10,591,255
Total comprehensive
income for the
period - - - - 23,427,188 23,427,188
Share based payments - - - - 108,000 108,000
Transactions
with owners
Share issue 576 1,224,924 - - - 1,225,500
Unaudited as
at 31 March 2021 5,213,853 15,552,560 279,900 157,813 14,147,817 35,351,943
---------- ----------- -------- -------- ------------- -------------
Unaudited as
at 1 April 2021 5,213,853 15,552,560 279,900 157,813 14,147,817 35,351,943
Total comprehensive
income for the
period - - - - 3,170,447 3,170,447
Share based payments - - - - 571,000 571,000
Transactions
with owners
Share issue 856 2,380,394 - - - 2,381,250
Audited as at
30 September
2021 5,214,709 17,932,954 279,900 157,813 17,889,264 41,474,640
---------- ----------- -------- -------- ------------- -------------
Audited as at
1 October 2021 5,214,709 17,932,954 279,900 157,813 17,889,264 41,474,640
Total comprehensive
expenses for
the period - - - - (10,577,182) (10,577,182)
Transactions
with owners
Share issue 57 28,609 - - - 28,667
Unaudited as
at 31 March 2022 5,214,766 17,691,563 279,900 157,813 7,312,082 30,926,124
---------- ----------- -------- -------- ------------- -------------
All equity is attributable to equity shareholders of the
parent.
Share Capital
Represents the par value of shares in issue.
Share premium
Represents amounts subscribed for share capital in excess of its
nominal value, net of directly attributable issue costs.
Merger relief reserve
Represents premium on shares issued in connection with the
acquisition of Intrinsic Investments Limited, recognised in
accordance with S162 of the Companies Act 2006.
Warrant reserve
Warrant reserve represents amount received for placing
warrants.
Retained earnings
Represents accumulated profit to date.
ASIMILAR GROUP PLC
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 31 MARCH 2022
Unaudited Unaudited Audited
six months six months year ended
ended ended
31 March 31 March 30 September
2022 2021 2021
GBP GBP GBP
Operating activities
(Loss) / profit before tax (10,577,182) 23,427,188 26,705,636
(Increase)/decrease in trade
and other receivables (65,619) 90,876 86,761
Increase/(decrease) in trade
and other payables 11,956 300,492 (65,500)
Net finance cost - (21,015) (19,148)
Unrealised (gains) / loss on
remeasurement to fair value 10,359,857 (21,233,776) (25,687,510)
Gain on sale of investments (99,485) - (2,202,000)
Foreign exchange - 43,519 -
Share based payments - 108,000 571,000
Net cash (used in)/generated
from operating activities (370,474) 2,715,284 (610,761)
------------- ------------- -------------
Investing activities
Payments to acquire investment (395,316) (6,208,244) (9,570,755)
Proceeds from disposal of financial
assets 168,737 3,555,417 3,674,463
Loans repaid - - 2,771,426
Net finance income - 61,967 19,418
Net cash used in investing activities (226,578) (2,590,860) (3,105,718)
------------- ------------- -------------
Financing activities
Net proceeds from issue of shares 28,667 1,225,500 3,606,750
Net cash received from financing
activities 28,667 1,225,500 3,606,750
------------- ------------- -------------
Net (decrease) / increase in
cash and cash equivalents (568,385) 1,349,924 (109,729)
Cash and cash equivalents at the
start of the period 600,090 709,819 709,819
------------- ------------- -------------
Cash and cash equivalents at the
end of the period 31,705 2,059,743 600,090
============= ============= =============
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION
FOR THE SIX MONTHSED 31 MARCH 2022
1 General information
Asimilar Group Plc (the "Group" or the "Company") is an
investment company as defined under AIM Rule 15.
Shares in the Company are admitted to trading on AIM and Aquis.
The Company is incorporated and domiciled in England and its
registered office is 4 More London Riverside, London, SE1 2AU.
This interim financial information was approved for issue on 29
June 2022.
2 Accounting policies
2.1 Basis of preparation
The interim financial information comprises the Consolidated
Statements of Financial Position at 31 March 2022 and 30 September
2021 and the Consolidated Statements of Comprehensive Income,
Changes in Equity and Cash Flows for the periods ended 31 March
2022, 31 March 2021 and 30 September 2021 and the related notes of
Asimilar Group Plc (hereinafter referred to as 'the interim
financial information').
In preparing this interim financial information, management has
used the accounting policies set out in the Group's annual
financial statements as at 30 September 2021.
This interim financial information does not constitute a set of
statutory accounts under the requirements of the Companies Act 2006
and is neither audited nor reviewed. The comparative figures for
the financial year ended 30 September 2021 are extracted from the
Group's 2021 financial statements, which have been reported on by
the Group's auditors and delivered to the Registrar of Companies.
The report of the auditors was unqualified.
This document (the Interim Statement 2022) will be published on
the Group's website and will be publicly available from the London
Stock Exchange regulatory publications. The maintenance and
integrity of the Asimilar Group Plc website is the responsibility
of the directors. Legislation in the UK governing the preparation
and dissemination of accounts may differ from legislation in other
jurisdictions.
2.2 Going concern
The Group's activities, together with the factors likely to
affect its future development and performance, the financial
position of the Group, its cashflow and liquidity position have
been considered by the directors and the Board is of the opinion
that, after taking into account available funds arising from
disposal of listed investments, there are sufficient funds
available to continue as a going concern for the foreseeable
future. The Board would also consider raising additional funds to
continue to carry out its investment strategy as opportunities
arise. Accordingly, the Board consider it appropriate to adopt the
going concern basis in preparing these condensed financial
statements.
2.3 Investments
Financial assets and liabilities are fair valued using a
hierarchy that reflects the significance of the inputs used in
making the fair value assessment. The fair value hierarchy has the
following levels:
Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities.
Level 2: inputs other than quoted prices for identical assets or
liabilities, either directly (i.e. as prices) or indirectly (i.e.
derived from prices).
Level 3: inputs for the assets or liabilities that are not based
on observable market data (unobservable inputs).
3 Investments
Unaudited Audited
31 March 30 September
2022 2021
GBP GBP
Non-current assets
Investments held at
fair value through
profit and loss ("FVTPL") 29,343,085 36,312,423
Current assets
Investments held at
FVTPL 2,978,726 6,727,681
Investments at amortised - -
cost
------------ -------------
2,978,726 6,727,681
Total investments 32,321,811 43,040,104
============ =============
Movements: Non-current Current
Fair value of investments
b/f 36,312,423 6,727,681
Purchases in the period 1,349,240 30,076
Disposals in the period (1,053,252) -
Net unrealised loss
in fair value (7,265,326) (3,779,031)
Fair value of investments
c/f 29,343,085 2,978,726
============ =============
Investments held at FVTPL Level Level Total
1 3
GBP GBP GBP
Audited fair value at
30 September 2021 29,655,882 13,384,221 43,040,103
Additions 27,400 1,351,916 1,379,316
Disposals (69,252) (984,000) (1,053,252)
Fair value adjustment* (7,306,955) (3,737,402) (11,044,357)
Unaudited fair value at
31 March 2022 22,307,075 10,014,735 32,321,810
------------ ------------ -------------
* Level 1 includes GBP8,314,500 adjustment relating to decrease
in share price of Dev Clever shares held.
*Level 3 includes GBP3,154,000 adjustment relating to decrease
in value of Dev Clever warrants held.
4 Trade and other receivables Unaudited Audited
30
31 March 30 September
2022 2021
GBP GBP
Trade receivables 19,200 23,400
Prepayments 102,959 28,691
Other receivables 38,941 43,390
161,100 95,481
5 Cash and cash equivalents
For the purpose of the interim cash flow statement, cash and
cash equivalents are comprised of the following:
Unaudited Audited
31 March 30 September
2022 2021
GBP GBP
Cash at bank and in
hand 31,705 600,090
=========== ===========
6. Trade and other payables Unaudited Audited
31 March 30 September
2022 2021
GBP GBP
Trade payables 98,242 40,980
Accruals and deferred income 24,354 83,635
Other taxes and social
security 20,995 7,020
----------------- -----------------
143,591 131,635
========= =========
7. Derivative financial liabilities Unaudited Audited
31 March 30 September
2022 2021
GBP GBP
Derivative liabilities 1,444,900 2,129,400
========= =========
On 30 August 2020 as part consideration for the acquisition of
AIL, Asimilar Group Plc granted warrants to subscribe for up to
9,000,000 ordinary shares in 2 tranches of up to 4,500,000 warrants
per tranche. The warrants represent derivatives over own equity and
have been recognised as derivative financial liabilities.
On 25 February 2021, following disposal of 30m Dev Clever
options and 15m Dev Clever warrants, the consideration warrants,
under the terms of their issue, were adjusted to 2 tranches of up
to 3,150,000 per tranche.
The change in the fair value of the warrants to GBP1,444,900 as
at 31 March 2022 represents a fair value gain to the Group of
GBP684,500 which has been recognised in the income statement.
Unaudited Audited
8. Share capital
31 March 2022 30 September
2021
GBP GBP
Issued and
fully paid
Ordinary shares of 0.01p each b/f 12,168 10,736
Issue of 14,322,5007 shares of 0.01p
each - 1,432
22 February 2022 new ordinary shares 24 -
issued (240,000 of 0.01p each)
31 March 2022 new ordinary shares 33 -
issued (333,333 of 0.01p each)
Ordinary shares of 0.01p each c/f 12,225 12,168
Deferred shares (44,132,276 shares
of 9.99p each) 4,408,815 4,408,815
Deferred shares (8,819,181 of 9.00p
each) 793,726 793,726
5,214,766 5,214,709
============== =============
Dividends paid and
9. proposed
Equity dividends on ordinary
shares:
No interim dividend was paid or is proposed for the
half year ended 31 March 2022.
Profit/(loss)
10. per share
The calculations of loss per share are based on the following
results and number of shares.
Unaudited Unaudited Audited
six months six months year ended
ended ended
31 March 31 March 30 September
2022 2021 2021
GBP GBP GBP
Profit/(loss) for the
financial period (10,577,182) 23,427,188 26,705,636
============= ============ =============
Weighted average number
of shares for basic loss
per share 121,732,734 108,118,357 114,661685
============= ============ =============
Weighted average number
of shares for diluted
loss per share 121,732,734 152,968,334 138,871831
============= ============ =============
Profit/(loss) per share
(pence per share) - Basic (8.69) 21.67 23.29
============= ============ =============
Profit/(loss) per share
(pence per share) - Diluted (8.69) 15.32 19.23
============= ============ =============
At 31 March 2022, the number of ordinary shares in issue was
122,257,276.
IAS 33 requires presentation of diluted EPS when a company could
be called upon to issue shares that would decrease earnings
per share or increase the loss per share. For a loss-making
Company with outstanding share options, net loss per share would
be decreased by the exercise of options. Therefore, per IAS33:36
the antidilutive potential ordinary shares are disregarded in
the calculation of diluted EPS.
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END
IR FFFFLRVIAFIF
(END) Dow Jones Newswires
June 30, 2022 02:00 ET (06:00 GMT)
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