TIDMAAA
RNS Number : 6839E
All Active Asset Capital Limited
09 July 2021
9 July 2021
All Active Asset Capital Limited
('AAA' or 'the Company')
Results for the year ended 31 December 2020
All Active Asset Capital Limited (AIM: AAA), a technology
focused investing company, is pleased to announce its audited
financial results for the year ended 31 December 2020.
Period highlights:
-- In December 2020, AAA agreed a EUR125 million option with
AAQUA B.V. ('AAQUA') which, subject to certain conditions, allows
AAA to subscribe for up to 125,000 new AAQUA shares at EUR1,000 per
share
-- In November 2020, AAA made a EUR3 million 5% convertible loan
to MESH Holdings plc, extended in December 2020 by a further
EUR650,000
-- During the year AAA made various investments in equity,
warrants and options over warrants in Asimilar Group plc
-- Four equity placings in February, June, November and December
2020, raised gross cash of GBP12.9 million
Post period highlights:
-- In February 2021, the appointment of Colin McQuade as Non-Executive Director
-- In February 2021, AAA granted 200m options exercisable at 50p per share
-- In March 2021, AAA acquired 6,000 shares in AAQUA at EUR1,000
per share, the initial part exercise of the AAQUA option
-- On 2 July 2021, AAA announced a proposed conditional placing
to raise GBP150 million of new equity, the conditional acquisition
of at least 75% of Sentiance N.V. ("Sentiance") and the proposed
cancellation of AAA's shares from trading on AIM, with a view to
subsequently seeking a listing on an alternative international
exchange
Rodger Sargent, Executive Director of AAA, commented: " 2020 was
an exceptional year for AAA and its shareholders. On 2 July 2021,
AAA announced a conditional placing of GBP150 million of new
equity, the proposed acquisition of not less than 75% of Sentiance
and the proposed cancellation of admission to trading on AIM of the
Company's shares. Following the cancellation of the admission to
trading on AIM of the company's shares, we plan to seek a
re-listing of AAA's shares on an alternative international stock
exchange in due course. I believe 2021 promises to be as
extraordinary as 2020."
The 2020 Annual Report and Financial Statements have today been
posted to shareholders and will be made available shortly on the
Company's website, www.aaacap.com
The Company's ordinary shares are currently suspended from
trading on AIM because the Company has announced details of its
proposed acquisition to acquire at least 75% of Sentiance which
would be classed as a reverse takeover under the AIM Rules, and the
Company has not published an AIM admission document. Accordingly
trading in the Company's ordinary shares on AIM will not be
restored following the publication of the 2020 Annual Report and
Financial Statements.
For further information:
All Active Asset Capital Limited
James Normand, Non-Executive Chairman
Rodger Sargent, Executive Director
www.aaacap.com
Allenby Capital Limited (Nominated Adviser and Broker)
Alex Brearley / Nick Athanas
T: +44 (0) 203 328 5656
www.allenbycapital.com
Buchanan (Financial PR)
Richard Oldworth / Chris Lane / Toto Berger
T: +44 (0) 207 466 5000
E: AAAC@buchanan.uk.com
CHAIRMAN'S STATEMENT
I am pleased to report the results of All Active Asset Capital
Limited ('the Company' or 'AAA'), together with its subsidiaries,
for the year ended 31 December 2020.
Review of 2020
In December, we agreed a EUR125 million option with AAQUA B.V.
('AAQUA'), which subject to certain conditions, allows AAA to
subscribe for 125,000 new AAQUA shares at EUR1,000 per share.
In November we made a EUR3 million 5% convertible loan to MESH
Holdings plc ('MESH'), extended in December by a further
EUR650,000. If AAA were to fully exercise this EUR3.65 million
convertible loan note, the Company would then own 2.5% of MESH's
share capital. MESH is a private holding company whose principal
asset is a 17% equity stake in Sentiance N.V. ('Sentiance').
Sentiance is a Belgian intelligence-driven data science and
behaviour change company. Equity placings in February, June,
November and December, raised gross cash proceeds of GBP0.2
million, GBP1.2 million, GBP5 million and GBP6.5 million
respectively.
Earlier in the year the Company made various investments in
equity, warrants and options over warrants in Asimilar Group
plc.
Post period-end highlights:
On 2 July 2021, AAA announced a proposed placing to raise GBP150
million of new equity funds, the proposed conditional acquisition
of at least 75% of Sentiance and the proposed cancellation of AAA's
shares from trading on AIM, with a view to subsequently seeking a
listing on an alternative international exchange. In a very full
announcement on 16 June 2021, the Company provided, inter alia, a
review of its portfolio.
Financial results
In the year ended 31 December 2020 the Company incurred a loss
of GBP1,985,722 (2019: loss of GBP 703,689 ), of which GBP1,038,941
was attributable to administrative expenses (2019: GBP241,643); and
GBP959,942 (2019: GBP462,833) was a write-down in the value of the
Company's investments, principally of its holding in Myanmar Allure
Group. At 31 December 2020, net assets were GBP14,026,960 (2019:
GBP486,630) of which cash and equivalents accounted for
GBP9,359,699 (2019: GBPnil).
Board of directors
Simon Grant-Rennick joined the Board as an independent
non-executive in January 2020 and in May 2020 the Board was
augmented by Rodger Sargent, who took on the executive role that I
had temporarily filled. Mr Sargent has been primarily responsible
for developing the Company's relationships with Sentiance and with
AAQUA, and for transforming the business into a specialist
technology investor.
With the re-orientation of the Company, Robert Berkeley, who had
faithfully served AAA as Chairman since its inception in 2014,
resigned, welcoming the opportunity to be able to devote his
attention to his own business. Shareholders are indebted to Mr
Berkeley for 'holding the fort' while the Company found a renewed
purpose.
Since the year-end the Board has been further strengthened by
the appointment of Colin McQuade whose experience in the technology
field will be invaluable to the Company as it strives to realise
its ambitions.
The future
On 2nd July 2021, AAA announced a conditional placing of GBP150
million of new equity, the proposed conditional acquisition of not
less than 75% of Sentiance and the proposed cancellation of
admission to trading on AIM of the Company's shares. Following the
cancellation of the admission to trading on AIM of the Company's
shares, we plan to seek a listing of AAA's shares on an alternative
international stock exchange in due course. I believe 2021 promises
to be as extraordinary as 2020.
James Normand
Chairman
London, 8 July 2021
DIRECTORS' REPORT
The directors of the Company present their report and the
audited financial statements for the year ended 31 December
2020.
Principal activity and investing policy
All Active Asset Capital Limited is an investing company,
incorporated in the British Virgin Islands on 14 September 2012.
The Company was originally established as a platform for investors
looking to access growing markets in the Asia Pacific region, but
in October 2019 widened the geographic focus of the Company's
investing policy so that this includes investing in the European
region.
Review of business
2020 was a transformative year for the Company and 2021 has
continued and will continue that transformation.
Equity placings in February, June, November and December, raised
gross cash proceeds of GBP0.2 million, GBP1.2 million, GBP5 million
and GBP6.5 million respectively.
In November, the Company made a EUR3 million 5% convertible loan
to MESH Holdings plc, extended in December by a further EUR650,000.
MESH is a private holding company whose principal asset is a 17%
equity stake in Sentiance N.V. ('Sentiance'). Sentiance is a
Belgian intelligence-driven data science and behaviour change
company. In December, the Company agreed a EUR125 million option
with AAQUA B.V. which subject to certain conditions, allows AAA to
subscribe for 125,000 new AAQUA shares at EUR1,000 per share.
Earlier in the year the Company made various investments in
equity, warrants and options over warrants in Asimilar Group
plc.
Capital Resources and Financing Structure
During the year ended 31 December 2020 the Company raised
additional equity finance of GBP 15,540,637 (after expenses) (2019:
GBP108,750) in order to provide additional working capital while it
sought new investment opportunities.
International Financial Reporting Standards
The consolidated financial statements for the year ended 31
December 2020 together with comparative figures from the year ended
31 December 2019 have been prepared using International Financial
Reporting Standards (IFRSs).
Results and dividends
In the year ended 31 December 2020 the Company incurred a loss
of GBP1,985,722 (2019: loss of GBP703,689), of which GBP1,038,941
was attributable to administrative expenses (2019: GBP241,643) and
GBP959,942 (2019: GBP462,833) was a write-down in the value of the
Company's investments. Further details are set out in the
consolidated statement of profit or loss. No dividend has been paid
or proposed for the period.
Related Party Transactions
Significant shareholders according to the register on 30 June
2021:
Shareholder No. of shares %
One Nine Two Pte Limited 120,000,000 11.7%
Christopher Akers 78,000,000 7.6%
Ramsey Limited 71,914,575 7.0%
Intertrader Limited 61,773,941 6.0%
HSBC Holdings plc 53,780,284 5.2%
Spreadex Limited 45,770,882 4.4%
During the year ended 31 December 2020, the Company undertook
two transactions which were deemed to be related party transactions
as defined by the AIM Rules.
The first was a revision of a previously-announced placing of
new ordinary shares in which One Nine Two Pte Limited ("One Nine
Two "), a company then holding an interest of more than 10% in the
Company's shares, had an interest. One Nine Two had previously
agreed to subscribe for GBP400,000 in a placing which was
discontinued and subsequently agreed to subscribe for GBP300,000 in
a revised placing, being 20,000,000 new ordinary shares at an issue
price of 1.5p. One Nine Two was also granted a total of 33,333,333
warrants exercisable at 2.5p per ordinary share. The agreement to
discontinue One Nine Two's participation in the original placing,
One Nine Two 's participation in the revised placing and the
granting of 33,333,333 warrants to One Nine Two constituted related
party transactions pursuant to the AIM Rules. The details of this
are set out in an announcement made by the Company on 14 May
2020.
The second was an amendment to the rights attaching to certain
warrants issued by the Company to allow, inter alia , for these
warrants to become freely transferable. 33,333,333 of these
warrants were held by One Nine Two, a company wholly owned by Peter
Antonioni, then a director of the Company, with One Nine Two then
also holding an interest of more than 10% in the Company's shares,
and 4,500,000 of these warrants being held by Rodger Sargent, also
a director of the Company. Details of this are set out in an
announcement made by the Company on 14 August 2020.
Directors' Responsibilities Statement
The Directors are responsible for the preparation of
consolidated financial statements for each financial year. The
consolidated financial statements must give a true and fair view of
the state of affairs of the Company and its subsidiaries ("the
Group"), and the Group's profit and loss for that period.
When preparing consolidated financial statements, the Directors
are required to:
-- Select suitable accounting policies and apply them consistently
-- Make judgments and estimates that are reasonable
-- State whether they adhered to applicable accounting standards
subject to any material departures disclosed and explained in the
consolidated financial statements
-- Prepare the consolidated financial statements on a going
concern basis, unless it is inappropriate to presume that the
Company will continue in business
The Directors must keep proper accounting records, which
disclose, with reasonable accuracy at any time, the financial
position of the Group and the Company. The Directors must ensure
that the consolidated financial statements comply with applicable
laws and follow International Financial Reporting Standards. The
Directors must also safeguard the assets of the Group and the
Company; and take reasonable steps to prevent and detect fraud or
other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and
the financial statements are made available on a website. Financial
statements are published on the Company's website in accordance
with AIM Rules. The maintenance and integrity of information
presented in the Company's website is the responsibility of the
Directors and therefore the Directors' responsibility also extends
to the ongoing integrity of the financial statements contained
therein.
Auditors
Elite Partners CPA Limited was re-appointed auditor at the
conclusion of the Company's annual general meeting held on 26
October 2020. In March 2021 the Board appointed Haysmacintyre LLP
as auditor in the place of Elite Partners CPA Limited; and a
resolution to re-appoint Haysmacintyre LLP as the Company's auditor
will be proposed at the forthcoming Annual General Meeting.
Approved by the Board and signed on its behalf:
James Normand
Chairman
London, 8 July 2021
CORPORATE GOVERNANCE STATEMENT
Board of Directors
During the year ended 31 December 2020, the following persons
served as directors of the Company:
Executive Directors :
Robert Berkeley (Executive Chairman until 10 March 2020, then
Non-Executive Director until resignation on 16 June 2020)
James Normand (Non-Executive Director until 10 March 2020, then
Executive Chairman until 28 May 2020, then Non-Executive
Chairman)
Rodger Sargent (appointed 28 May 2020)
Independent Non-Executive Directors :
(Dominic) Seah Boon Chin (resigned 31 January 2020)
Simon Grant-Rennick (appointed 31 January 2020)
Non-Executive Director (not regarded as independent)
Peter Antonioni (appointed 9 July 2020, resigned 23 October
2020)
With the exception of the period from July to October 2020, when
Peter Antonioni served as a non-executive (but not considered to be
independent) director, the Board consisted of two non-executive
Directors (who are considered independent) and one executive
Director, who is not considered independent. James Normand assumed
the role of Executive Chairman from Robert Berkeley in March 2020
and, in his capacity as Chairman, is responsible for leadership of
the Board, for ensuring the Company's compliance with proper
standards of governance and for the Board's effectiveness. At the
end of May 2020, when Rodger Sargent joined the Board as Executive
Director, Mr Normand handed over his executive responsibilities to
Mr Sargent, and continued as Chairman in a non-executive
capacity.
Mr Antonioni joined the Board following a significant investment
in the Company through his wholly-owned investment vehicle, One
Nine Two .
The Directors are not related to each other and there are no
relationships or circumstances which the Board considers likely to
affect the judgement of the independent Directors.
Management of the Company
The Company has no employees apart from the directors. All
material actions taken and decisions made follow consultation
between all the members of the Board. As a result, meetings of the
Board occur on an irregular but frequent basis. Due to the
frequency of these consultations and formal board meetings, monthly
scheduled board meetings do not occur unless there is a specific
requirement to do so.
All decisions of the Board requiring a formal decision, such as
the allotment of shares, the granting of warrants, the acquisition
of shares and warrants and rights to acquire shares, the exercise
of warrants and the making of loans are minuted following
discussion and agreement between all available members (usually
all) of the Board.
Additionally, all material Board decisions are taken following
consultation with and advice from the Company's legal, accounting
and nominated advisers.
Committees
The Directors recognise the need for sound corporate governance.
As a company whose shares are traded on AIM, the Board has
determined that it will adopt and apply the Quoted Companies
Alliance's Corporate Governance Code and will explain how the
Company addresses the key governance principles defined
therein.
Because the business of the Company is run in the collegiate
manner described above, there has been no need to establish
discrete committees for nominations, remuneration and audit. The
Board as a whole monitors its own performance and plans for
succession and performs the functions usually carried out by a
nominations committee. Likewise, the Board as a whole is
responsible for reviewing and monitoring the internal financial
control and risk management systems on which the Company is
reliant; for considering annual and interim accounts and audit
reports; and for the appointment and remuneration of the Company's
auditor and for monitoring and reviewing annually the auditor's
independence, objectivity, effectiveness and qualifications.
Engagement with shareholders
A regular dialogue is maintained with the Company's principal
shareholders. Reference to significant holdings in the Company's
ordinary shares can be found under 'Related Party Transactions' in
the Directors' Report. All shareholders have the formal opportunity
to put questions to the Board at the Company's Annual General
Meeting, but additionally all Board members are available to
respond to individual shareholder queries as fully as they are able
within the constraints of confidentiality and the need to ensure
that all shareholders are equally informed about the Company's
development, performance and financial situation.
Investing Policy (adopted at the Extraordinary General Meeting
of the Company on 10 October 2019)
The Company invests in companies with at least the majority of
their operations (or early stage companies that intend to have at
least the majority of their operations) in the Asia Pacific or
European regions. The Company intends to invest in a portfolio of
companies with an initial focus on companies that operate (or early
stage companies that intend to operate) in industries with likely
high growth potential including, but not limited to: agriculture,
forestry and plantation, mining, natural resources, property and/or
technology.
The Directors intend to source and identify potential
investments in line with the Investing Policy through their own
research and network of contacts and possibly strategic
partnerships with other companies or persons who can assist the
Company in sourcing and identifying potential investments.
Investments are expected to be mainly in the form of equity
although investments may be by way of debt, convertible securities
or investments in specific projects. In the case of equity
investments, the Directors intend typically to take minority
positions (with suitable minority protection rights), primarily in
unquoted companies. Investments will therefore typically be of a
passive nature. However, whilst the Directors intend that typical
investments will constitute minority positions in investee
companies, should the Company make majority investments, the
Company may seek participation in the management or board of
directors of such an entity with a view to seeking to improve the
performance and growth of the business.
There is no limit on the size of an investment in a project. The
Directors expect that each investment will typically yield a
targeted internal rate of return of at least 20 to 30 per cent. per
annum. It is likely that a substantial portion of the Company's
financial resources will be invested in a small number of
companies, however the Company has not excluded the possibility of
making just one investment. Depending on the size of investments,
they may be deemed to be reverse takeovers for the purposes of the
AIM Rules, which would require Shareholder approval and
re-admission of the Company, as enlarged by the acquisition, to
trading on AIM.
In addition to paying the costs of the Company's ongoing
expenses, the Company's cash resources will primarily be used to
identify, evaluate and select suitable investment opportunities and
to make investments, either in part or in full, as applicable. The
Directors consider that as investments are made, or promising new
investment opportunities arise, further funding of the Company will
be required; and they anticipate further equity fundraisings by the
Company. Subject to prevailing authorities to issue new Ordinary
Shares or, if required, with Shareholder approval, new Ordinary
Shares may be used as consideration, in whole or in part, for
investments. The Company will not be subject to any borrowing or
leverage limits. In order to mitigate investment risk, the
Directors intend to carry out a thorough due diligence process in
evaluating each potential investment including: site visits,
analysis of financial, legal and operational aspects of each
investment opportunity, meetings with management, risk analysis,
review of corporate governance and anti-corruption procedures and
the seeking of third party expert opinions and valuation reports
where the Directors see fit.
The Directors will apply investment criteria including: the
potential for capital growth and/or the potential for profit
generation with a view to receiving dividend income over time, high
attractiveness to potential buyers of the company in question in
order to facilitate exits and a strong and experienced management
team.
Given the time frame to fully maximise the value of an
investment, the Board expects that investments will be held for the
medium to long term, although short-term disposals of assets cannot
be ruled out in exceptional or opportunistic circumstances. The
Directors intend to re-invest the proceeds of disposals in
accordance with the Company's Investing Policy unless, at the
relevant time, the Directors believe that there are no suitable
investment opportunities in which case the Directors will consider
returning the proceeds to Shareholders in a tax efficient
manner.
Cash held by the Company pending investment, reinvestment or
distribution will be managed by the Company and placed in bank
deposits or in capital guaranteed schemes offered by major global
financial institutions, in order to protect the capital value of
the Company's cash assets. The Company may, where appropriate, also
enter into agreements or contracts in order to hedge against
interest rate or currency risks. Investments are expected to be
held by the Company or a subsidiary to be incorporated for the
purpose of holding an investment.
Any material change to the Company's Investing Policy will only
be made following the approval by ordinary resolution of
Shareholders in general meeting. In addition, if the Company has
not substantially implemented its Investing Policy within 18 months
of Admission, the Company will seek the approval of Shareholders at
its next annual general meeting for its Investing Policy and on
annual bases thereafter until such time that its Investing Policy
has been substantially implemented. If it appears unlikely that the
Company's Investing Policy can be implemented at any time, the
Directors will consider returning remaining funds to
Shareholders.
The Directors will review the Investing Policy on an annual
basis and will implement any non-material changes or variations as
they consider fit. Details of any such non-material changes or
variations will be announced as appropriate. Any material change or
variation of the Investing Policy will be subject to the prior
approval of Shareholders.
Current Board
The current board of directors is as follows:
James Normand (Non-Executive Chairman)
Mr Normand qualified as a Chartered Accountant in 1978, having
trained with Spicer and Pegler (now part of Deloitte). Following a
secondment to 3i plc, Mr Normand specialised for the next 15 years
in the provision of advice to management buy-out and buy-in teams
and on private company acquisitions, disposals and capital
raisings.
Since 2002 Mr Normand has filled management and finance officer
roles for a number of different commercial and charitable
organisations, mostly on a part-time basis. From 2009 to 2016, he
was the full-time finance director of Pathfinder Minerals Plc, an
AIM-listed mining exploration company. He is currently
non-executive chairman of Global Resources Investment Trust plc,
premium-listed on the London Stock Exchange, an executive director
of Vela Technologies plc (an AIM-listed investing company) and a
non-executive director of Ridgecrest plc (an AIM-listed cash
shell).
In an unremunerated extra-curricular capacity, Mr Normand is
active in the governance of the Church of England, being Chair of
the London Diocesan Synod's House of Laity and Chair of the Finance
and HR Committees of the Bishop of London's Council.
Rodger Sargent (Executive Director)
Mr Sargent has been the founder and finance director of many
quoted and private companies over the past twenty years, including
Sports Internet Group plc, Bigblu Broadband plc, Audioboom Group
plc and S4 Capital plc. He previously ran the family office of
Betfair founder, Andrew Black. He qualified as a chartered
accountant with PwC, London in 1996.
Simon Grant-Rennick (Independent Non-Executive Director)
Mr Grant-Rennick is a graduate of the Camborne School of Mines.
His expertise encompasses not only mining and minerals but also
metals, agriculture and property. He has managed mining companies,
both public and private, in Uganda and in Malawi; metal trading
businesses in Bermuda and in the UK; was a co-founder of Industrial
Mineral Finance House which provides consultancy services covering
all aspects of the industrial minerals' sector; and established a
property development business (since sold). Mr Grant-Rennick is
chairman of Evirma plc.
Colin McQuade (Non-Executive Director) (appointed post year end on 23 February 2021)
Mr McQuade is a senior technology executive with over two
decades of experience working for global blue-chip companies. He is
currently Chief Technology Officer for BGL Group Limited, a
financial services business specialising in home and vehicle
insurance and owner of comparethemarket.com. Prior to this, he was
Head of Change Technology at Barclays International, leading a
global team responsible for delivering technology products and
services across multiple areas including markets, investment
banking, corporate banking and Barclaycard International.
Before Barclays, Mr McQuade spent ten years at Sky Group in
London, where he held the position of Managing Director, Group TV
and Digital Platforms. In addition, he has held senior executive
positions at AOL, Orange Group and Yahoo! Europe. Prior to his
career in business, Mr McQuade served for eleven years in the Army,
within the Royal Corps of Signals, where he specialised in secure,
strategic telecommunications systems.
DIRECTORS' REMUNERATION REPORT
Directors and their interests
The following Directors who served during the year ended 31
December 2020, together with their beneficial interests in the
ordinary share capital of the Company are as follows:
Directors Position Shares held Shares % of issued
at 31 December held at share capital
2019 or 31 December held at 31
on appointment 2020 December
2020
----------------------- --------------------------------- --------------- ------------ --------------
Robert Berkeley Executive Chairman 14,914,575 n.a. n.a.
(resigned 16 June until March 2020; Non-Executive
2020) Director until 16 June
2020
(Dominic) Seah Boon Independent Non-Executive None n.a. n.a.
Chin (resigned 31
January 2020)
James Normand Independent Non-Executive None None -
until 10 March 2020,
then Executive Chairman
until 28 May 2020,
then Non-Executive
Chairman
Simon Grant-Rennick Independent Non-Executive None None -
(appointed 31 January
2020)
Rodger Sargent
(appointed 28 May
2020) Executive 4,500,000 4,500,000 0.04%
Peter Antonioni Non-Executive 120,000,000 n.a. n.a.
(appointed 9 July
2020, resigned 28
October 2020)
Rodger Sargent owns 4,500,000 warrants, exercisable at 2.5p,
which would have lapsed on 16 December 2020 but remain exercisable
until 30 days after he is no longer regarded as having inside
information on the Company's affairs.
Directors' remuneration
For the year ended 31 December 2020:
Standard Additional Bonuses Payment
contracted contracted in lieu
fees fees of notice
GBP GBP GBP GBP GBP
----------- ----------- ------- ---------- -------
Executive directors
Robert Berkeley (i) 11,500 - - 24,000 35,500
James Normand (ii) 41,000 10,667 20,000 - 71,667
Rodger Sargent (iii) 28,000 - 24,000 - 52,000
----------- ----------- ------- ---------- -------
80,500 10,667 44,000 24,000 159,167
----------- ----------- ------- ---------- -------
Non-executive directors
Peter Antonioni (iv) 10,425 - - 9,000 19,425
Simon Grant-Rennick (v) 25,000 - 12,500 - 37,500
Mr. Seah Boon Chin (vi) - - - - -
----------- ----------- ------- ---------- -------
35,425 - 12,500 9,000 56,925
----------- ----------- ------- ---------- -------
115,925 10,667 56,500 33,000 216,092
=========== =========== ======= ========== =======
Directors' remuneration
For the year ended 31 December 2019:
Standard Additional Bonuses Payment
contracted contracted in lieu
fees fees of notice
GBP GBP GBP GBP GBP
----------- ----------- ------- ---------- ------
Executive directors
Robert Berkeley (i) 30,000 - - - 30,000
James Normand (ii) 6,500 - - - 6,500
----------- ----------- ------- ---------- ------
36,500 - - - 36,500
----------- ----------- ------- ---------- ------
Non-executive directors
Seah Boon Chin (vi) 11,250 - - - 11,250
Wai Tak Jonathan Chu - - - - -
----------- ----------- ------- ---------- ------
11,250 - - - 11,250
----------- ----------- ------- ---------- ------
47,750 - - - 47,750
=========== =========== ======= ========== ======
During the years ended 31 December 2020 and 31 December 2019, no
non-cash benefits were received by the directors, nor were any
payments made into pension schemes on their behalf; nor did they
hold options over shares, nor were they the beneficiaries of any
other long term incentive plan s.
Notes
(i) Robert Berkeley was re-designated from executive chairman to
non-executive director on 10 March 2020 and resigned on 16 June
2020.
(ii) James Normand was re-designated from executive director to
executive chairman on 10 March 2020 and assumed the role of
non-executive chairman on 28 May 2020.
(iii) Rodger Sargent joined the Board as Executive Director on 28 May 2020.
(iv) Peter Antonioni was appointed to the Board on 9 July 2020
and resigned on 23 October 2020.
(v) Simon Grant-Rennick was appointed to the Board on 31 January 2020.
(vi) Seah Boon Chin resigned on 31 January 2020.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF ALL ACTIVE ASSET
CAPITAL LIMITED
Opinion
We have audited the financial statements of All Active Asset
Capital Limited (the 'parent company') and its subsidiaries (the
'group') for the year ended 31 December 2020 which comprise the
consolidated income statement and statement of comprehensive
income, the consolidated statement of financial position, the
consolidated statement of changes in equity, consolidated statement
of cash flows and notes to the financial statements, including a
summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the group's affairs
as at 31 December 2020 and of the group's loss for the year then
ended; and
-- have been properly prepared in accordance with IFRSs as
adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the director's assessment of the entity's ability to
continue to adopt the going concern basis of accounting included
assessing management's future plans and challenging and concluding
upon whether the Group has sufficient resources to action those
plans.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Group
and its environment, including internal control, and assessing the
risks of material misstatement.
The Group includes the listed parent company, All Active Asset
Capital Limited, and three subsidiaries. We discussed with
management events that had taken place during the year in order to
obtain an understanding of any changes in the Group's environment
that might impact on our audit.
All companies were audited by the same audit engagement team
and, accordingly, all expenditure, total assets and loss before tax
of the Group were subject to audit by Haysmacintyre LLP. We tested
the consolidation process and challenged the directors' view on the
carrying value of the various investments. We also carried out
analytical procedures to confirm our conclusion that there were no
significant risks of material misstatement.
We did not identify any key audit matters relating to
irregularities, including fraud. We also introduced variability
into our audit tests and assessed the risk of management override
on internal controls, including testing journals and evaluating
whether there was evidence of bias by the directors that
represented a risk of material misstatement due to fraud.
Based on our understanding of the Group our audit was focused on
the key risks as described above.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Valuation of unlisted investment We assessed whether the accounting
treatment of this investment was
in compliance with IFRS 9.
We challenged the valuation of
the investment at the year-end
and obtained and corroborated details
of a recent relevant transaction
to provide an indication of fair
value.
------------------------------------------
Valuation of convertible loan We corroborated the terms of the
loan by agreeing to relevant contractual
documentation.
We assessed whether the accounting
treatment of this loan was in compliance
with IFRS 9.
We recalculated the fair value
of the loan and its disclosure
as a non-current financial asset.
------------------------------------------
Valuation of share options We reviewed the valuation calculations
prepared by management's expert.
We assessed the competence and
objectivity of management's expert.
We assessed the appropriateness
of management's accounting treatment.
------------------------------------------
Treatment of option fee over We assessed whether the accounting
Aaqua B.V. equity treatment of this option was in
compliance with IFRS 9.
We challenged the valuation of
the investment at the year-end
and obtained and corroborated details
of recent relevant transactions
to provide an indication of fair
value.
------------------------------------------
Our application of materiality
We define materiality as the magnitude of misstatement that
could reasonably be expected to influence the readers and the
economic decisions of the users of the financial statements. We use
materiality both in planning our audit and in evaluating the
results of our work.
We determined materiality for the Group to be GBP144,400, which
is approximately 1% of gross assets. Overall performance
materiality (i.e. our tolerance for misstatement in an individual
account or balance) for the Group was 75% of materiality, namely
GBP108,300.
We have agreed to report to the Audit Committee all audit
differences in excess of GBP7,220, as well as differences below
that threshold that, in our view, warrant reporting on qualitative
grounds. We also report to the Audit Committee on disclosure
matters that we identified when assessing the overall presentation
of the financial statements.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
the parent company and its environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directors' report.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 6, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group's and the parent company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud.
We identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, and then
design and perform audit procedures responsive to those risks,
including obtaining audit evidence that is sufficient and
appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to
irregularities
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
-- the nature of the industry and sector, control environment
and business performance including the design of the Group's
remuneration policies, key drivers for directors' remuneration,
bonus levels and performance targets;
-- results of our enquiries of management and the audit
committee about their own identification and assessment of the
risks of irregularities;
-- any matters we identified having obtained and reviewed the
Group's documentation of their policies and procedures relating
to:
o identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances of
non-compliance;
o detecting and responding to the risks of fraud and whether
they have knowledge of any actual, suspected or alleged fraud;
o the internal controls established to mitigate risks of fraud
or non-compliance with laws and regulations;
-- the matters discussed among the audit engagement team
regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the potential for
management override of controls. We also obtained an understanding
of the legal and regulatory frameworks that the group operates in,
focusing on provisions of those laws and regulations that had a
direct effect on the determination of material amounts and
disclosures in the financial statements. The key laws and
regulations we considered in this context included British Virgin
Island Company law.
Audit response to risks identified
In addition to the above, our procedures to respond to risks
identified included the following:
-- reviewing the financial statement disclosures and testing to
supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect
on the financial statements;
-- enquiring of management and the audit committee concerning
actual and potential litigation and claims;
-- performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
-- reading minutes of meetings of those charged with governance; and
-- in addressing the risk of fraud through management override
of controls, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made in making
accounting estimates are indicative of a potential bias and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members and
remained alert to any indications of fraud or non-compliance with
laws and regulations throughout the audit.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an Auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Ian Cliffe (Senior Statutory Auditor) 10 Queen Street Place
For and on behalf of Haysmacintyre LLP, Statutory Auditors
London
8 July 2021
EC4R 1AG
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEARED 31 DECEMBER 2020
Notes 2020 2019
----------- ---------
GBP GBP
Other income 5 13,161 787
Changes in fair value of equity investments
through profit or loss 13 (959,942) (462,833)
Administrative expenses (1,038,941) (241,643)
Loss before tax 7 (1,985,722) (703,689)
Income tax 8 - -
Loss for the year (1,985,722) (703,689)
Other comprehensive income:
Items that may be reclassified subsequently to
profit or loss:
Exchange loss on translating financial statements
of foreign subsidiaries (14,585) (27,919)
Total comprehensive expense for the year (2,000,307) (731,608)
=========== =========
Loss per ordinary share (in pence) 9 (0.30) (0.32)
=========== =========
The whole of the loss derives from continuing operations.
The notes on pages 22 to 35 form part of these financial
statements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
Notes 2020 2019
GBP GBP
ASSETS
Non-current assets
Loans 12 3,285,133 480,501
----------- -----------
Current assets
Assets held for resale at fair value 13 1,478,536 -
Prepayments, deposits and other receivables 14 55,535 138,006
Cash and bank balances 9,359,699 -
----------- -----------
Total current assets 10,893,770 138,006
----------- -----------
Total assets 14,178,903 618,507
=========== ===========
CAPITAL AND RESERVES
Share capital 15 16,713,831 6,392,944
Exchange reserve 16 - 346,646
Warrant valuation reserve 16 5,219,750 -
Accumulated losses (7,906,621) (6,252,960)
-----------
Total equity 14,026,960 486,630
LIABILITIES
Current liabilities
Other payables and accruals 17 151,943 131,877
Total equity and liabilities 14,178,903 618,507
=========== ===========
Approved by the Board of Directors
8 July 2021
James Normand
Chairman
The notes on pages 22 to 35 form part of these financial
statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2020
Share Exchange Warrant Accumulated Total
capital reserve valuation losses
reserve
----------- --------- ---------- ----------- -----------
GBP GBP GBP GBP GBP
----------- --------- ---------- ----------- -----------
At 1 January 2019 6,284,194 374,565 - (5,549,271) 1,109,488
Loss for the year ended
31 December 2019 - - - (703,689) (703,689)
Other comprehensive income: -
Exchange difference on
translation of overseas ( 27,919 ( 27,919
subsidiaries - ) - - )
Placing of shares 108,750 - - - 108,750
----------- --------- ----------- -----------
At 31 December 2019 6,392,944 346,646 - (6,252,960) 486,630
Loss for the year ended
31 December 2020 - - - (1,985,722) (1,985,722)
Other comprehensive income:
Exchange difference on
translation of overseas ( 14,585 ( 14,585
subsidiaries - ) - - )
Elimination of Exchange
reserve on realisation
of the related asset - (332,061) - 332,061 -
Placing of shares (net
of costs) 15,540,637 - - - 15,540,637
Value of warrants attaching
to placed shares (5,219,750) - 5,219,750 - -
----------- --------- ---------- ----------- -----------
At 31 December 2020 16,713,831 - 5,219,750 (7,906,621) 14,026,960
=========== ========= ========== =========== ===========
The notes on pages 22 to 35 form part of these financial
statements
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2020
Notes 2020 2019
----- ----------- ---------
GBP GBP
Operating activities
Loss before taxation (1,985,722) (703,689)
Adjustments for:
Change in fair value of equity investments
through profit or loss 959,942 490,751
Depreciation of property, plant and equipment - 4,186
Interest income (13,161) (72)
Operating loss before working capital changes (1,038,941) (208,824)
Decrease (increase) in prepayments, deposits
and other receivables 82,471 (133,878)
Increase in other payables and accruals 20,066 65,537
Cash used in operations (936,404) (277,165)
Interest received 13,161 72
Net cash used in operating activities (923,243) (277,093)
----------- ---------
Financing activities
Net proceeds from issue of shares 15 14,534,437 108,750
Net cash from financing activities 14,534,437 108,750
----------- ---------
Investment activities
Equity investments (using cash) (958,891) -
Loans advanced (3,292,604) -
Net cash expended on investment activities (4,251,495) -
----------- ---------
Net increase (decrease) in cash and cash
equivalents 9,359,699 (168,343)
Effect of foreign exchange rate changes,
net - (27,919)
Cash and cash equivalents at the beginning
of the year - 196,262
Cash and cash equivalents at the end of
the year 9,359,699 -
=========== =========
The notes on pages 22 to 35 form part of these financial
statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2020
1. GENERAL INFORMATION
The Company was incorporated in the British Virgin Islands on 14
September 2012 with limited liability and its ordinary shares were
admitted to trading on the AIM market of the London Stock Exchange
on 2 May 2013. The registered office of the Company is located at
Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola,
British Virgin Islands.
The principal activity of the Company and its subsidiaries
(collectively referred to as the "Group") is to invest in growing
markets of Asia Pacific and Europe. Its investments are in
businesses with worldwide potential. Accordingly, the data in these
financial statements is not classified geographically.
The consolidated financial statements are presented in pounds
sterling (GBP), which is the same as the functional currency of the
Company, and all values are rounded to the nearest GBP. The
consolidated financial statements are prepared on historical cost
basis except for available-for-sale financial assets which are
stated at fair value.
2. APPLICATION OF NEW AND AMED INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRSs")
2.1 Statement of compliance
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
("IFRSs") which including International Accounting Standards
("IASs") issued by the International Accounting Standards Board
("IASB") and interpretations issued by the IFRS Interpretations
Committee (IFRS IC) applicable to companies reporting under IFRS.
The financial statements comply with IFRS as issued by the
International Accounting Standards Board (IASB) together with
applicable British Virgin Islands law.
2.2 New and amendments to IFRSs that are mandatorily effective for the current year
There have been no new IFRSs or amendments to IFRSs which have
become mandatorily effective in the current year which apply to the
Group.
2.3 New and amendments to IFRSs that are not mandatorily effective for the current year
There have been no new IFRSs or amendments to IFRSs which are
not yet mandatorily effective which are applicable to the
Group.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements have been prepared on a
going concern basis. The preparation of these financial statements
in conformity with IFRSs requires the use of certain critical
accounting estimates. It also requires the directors of the Company
to exercise judgment in the process of applying the Group's
accounting policies. The areas involving a higher degree of
judgment or complexity, or areas where assumptions and estimates
are significant to these financial statements are disclosed in Note
4.
(a) Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
and its subsidiaries. Control is achieved when the Company:
has power over the investee;
is exposed, or has rights, to variable returns from its
involvement with the investee; and
has the ability to use its power to affect its returns.
The Group reassesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Group obtains
control over the subsidiary and ceases when the Group loses control
of the subsidiary. Specifically, income and expenses of a
subsidiary acquired or disposed of during the year are included in
the consolidated statement of profit or loss from the date the
Group gains control until the date when the Group ceases to control
the subsidiary.
Profit or loss and each component of other comprehensive income
are attributed to the owners of the Company and to the
non-controlling interests. Total comprehensive income of
subsidiaries is attributed to the owners of the Company and to the
non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into
line with those used by the members of the Group.
All intra-group transactions, balance, income and expenses are
eliminated in full on consolidation.
The Group did not have any non-controlling interests during the
year.
(b) Cash and cash equivalents
Cash and cash equivalents include cash on hand and other
short-term highly liquid investments with original maturities of
three months or less.
(c) Financial instruments
Financial assets
Recognition and derecognition
Financial assets are recognised when and only when the Group
becomes a party to the contractual provisions of the instruments
and on a trade date basis.
A financial asset is derecognised when and only when (i) the
Group's contractual rights to future cash flows from the financial
asset expire or (ii) the Group transfers the financial asset and
either (a) it transfers substantially all the risks and rewards of
ownership of the financial asset, or (b) it neither transfers nor
retains substantially all the risks and rewards of ownership of the
financial asset but it does not retain control of the financial
asset.
If the Group retains substantially all the risks and rewards of
ownership of a transferred financial asset, the Group continues to
recognise the financial asset.
If the Group neither transfers nor retains substantially all the
risks and rewards of ownership and continues to control the
transferred asset, the Group recognises the financial asset to the
extent of its continuing involvement and an associated liability
for amounts it may have to pay.
Classification and measurement
Financial assets
Financial assets (except for trade receivables without a
significant financing component) are initially recognised at their
fair value plus, in the case of financial assets not carried at
FVPL, transaction costs that are directly attributable to the
acquisition of the financial assets. Such trade receivables are
initially measured at their transaction price.
On initial recognition, a financial asset is classified as:
(i) measured at amortised cost;
(ii) debt investment measured at fair value through other
comprehensive income ("Mandatory FVOCI");
(iii) equity investment measured at fair value through other
comprehensive income ("Designated FVOCI"); or
(iv) measured at fair value through profit or loss ("FVPL").
The classification of financial assets at initial recognition
depends on the Group's business model for managing the financial
assets and the financial asset's contractual cash flow
characteristics. Financial assets are not reclassified subsequent
to their initial recognition unless the Group changes its business
model for managing them, in which case all affected financial
assets are reclassified on the first day of the first annual
reporting period following the change in the business model (the
"reclassification date").
Financial assets measured at amortised cost
A financial asset is measured at amortised cost if it meets both
of the following conditions and is not designated as at FVPL:
(d) it is held within a business model whose objective is to
hold financial assets in order to collect contractual cash flows;
and
(e) its contractual terms give rise on specified dates to cash
flows that are solely payments of principal and interest on the
principal amount outstanding.
Financial assets at amortised cost are subsequently measured
using the effective interest rate method and are subject to
impairment
. Gains and losses arising from impairment, derecognition or
through the amortisation process are recognised in profit or
loss.
Financial assets at FVPL
These investments include financial assets held for trading,
financial assets designated upon initial recognition as at FVPL,
and financial assets resulting from a contingent consideration
arrangement in a business combination to which IFRS 3 applies. They
are carried at fair value, with any resultant gain and loss
recognised in profit or loss, which does not include any dividend
or interest earned on the financial assets. Dividend or interest
income is presented separately from fair value gain or loss.
A financial asset is classified as held for trading if it
is:
(i) acquired principally for the purpose of selling it in the near term;
(ii) part of a portfolio of identified financial instruments
that are managed together and for which there is evidence of a
recent actual pattern of short-term profit-taking on initial
recognition; or
(iii) a derivative that is not a financial guarantee contract or
not a designated and effective hedging instrument.
Financial assets are designated at initial recognition as at
FVPL only if doing so eliminates or significantly reduces a
measurement or recognition inconsistency that would otherwise arise
from measuring assets or liabilities or recognising the gains or
losses on them on different bases.
Impairment of financial assets
The Group recognises loss allowances for expected credit losses
("ECL") on financial assets that are measured at amortised cost, to
which the impairment requirements apply in accordance with IFRS 9.
The Group measures a loss allowance for a financial asset at an
amount equal to the lifetime ECL if the credit risk on that
financial asset has increased significantly since initial
recognition. If the credit risk on a financial asset has not
increased significantly since initial recognition, the Group
measures the loss allowance for that financial asset at an amount
equal to 12-month ECL.
Measurement of ECL
ECL is a probability-weighted estimate of credit losses (i.e.
the present value of all cash shortfalls) over the expected life of
the financial instrument. A cash shortfall is the difference
between the cash flows that are due to an entity in accordance with
the contract and the cash flows that the entity expects to
receive.
For financial assets, a credit loss is the present value of the
difference between the contractual cash flows that are due to an
entity under the contract and the cash flows that the entity
expects to receive.
Lifetime ECL represents the ECL that will result from all
possible default events over the expected life of a financial
instrument while 12-month ECL represents the portion of lifetime
ECL that is expected to result from default events on a financial
instrument that are possible within 12 months after the reporting
date.
Definition of default
The Group considers the following as constituting an event of
default for internal credit risk management purposes as historical
experience indicates that the Group may not receive the outstanding
contractual amounts in full if the financial instrument meets any
of the following criteria.
(i) information developed internally or obtained from external
sources indicates that the debtor is unlikely to pay its creditors,
including the Group, in full (without taking into account any
collaterals held by the Group); or (ii) there is a breach of
financial covenants by the counterparty.
Write-off
The Group writes off a financial asset when the Group has no
reasonable expectations of recovering the contractual cash flows on
a financial asset in its entirety or a portion thereof. The Group
has a policy of writing off the gross carrying amount based on
historical experience of recoveries of similar assets. The Group
expects no significant recovery from the amount written off.
However, financial assets that are written off could still be
subject to enforcement activities under the Group's procedures for
recovery of amounts due, taking into account legal advice if
appropriate. Any subsequent recovery is recognised in profit or
loss.
(d) Current assets and current liabilities
Current assets are expected to be realised within twelve months
of the date of the reporting period or in the normal course of the
Group 's operating cycle. Current liabilities are expected to be
settled within twelve months of the date of the reporting period or
in the normal course of the Group 's operating cycle.
(e) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the group
entities are measured using the currency in accordance to the
location where shares of the Company are traded (the functional
currency). These consolidated financial statements are presented in
Great British Pound ("GBP"), which is the Company's functional and
the Group's presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in profit or
loss.
(f) Other income
Interest income is recognised on a time-proportion basis using
the effective interest method.
(g) Share-based payment transactions
The fair value of services received determined by reference to
the fair value of share warrants and options granted under the
share warrants and share award scheme of the Company on the grant
date is expensed in the year of grant.
At the end of each reporting period, the Group revises its
estimates of the number of options that are expected ultimately to
vest. The impact of the revision of the estimates during the
vesting period, if any, is recognised in profit or loss such that
cumulative expenses reflect the revised estimate, with a
corresponding adjustment to equity. At the time when the share
options are exercised, forfeited after the vesting date or are
still not exercised at the expiry date, the amount previously
recognised will continue to be held in equity.
4. C RITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
Estimates and judgments are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year are discussed below.
Valuation of financial instruments
The Group uses valuation techniques that include inputs that are
not based on observable market data to estimate the fair value of
certain types of financial instruments. Note 12 provides
information on the estimation of the fair value of financial
instruments.
The directors of the Company believe that the chosen valuation
techniques used are appropriate in determining the fair value of
financial instruments.
5. OTHER INCOME
Other income represents the bank interest income and foreign
exchange gain incurred during the year, as presented below:
2020 2019
------ ----
GBP GBP
Bank interest income 661 72
Loan interest income 12,500 -
Foreign exchange gain - 715
------ ----
13,161 787
====== ====
6. VALUE OF WARRANTS ATTACHING TO SHARES
During the year the Company made a number of share issues. Many
of these carried a right to acquire shares in a future period and
were granted to subscribers who subscribed for the underlying
shares. The following table sets out the numbers and terms of
warrants granted and exercised.
Date Date Exercise Number of warrants
of grant of expiry price
Granted Exercised Lapsed Unexercised
at year-end
2019 23-9-22 0.4p 1,562,500 (1,562,500) - -
16-6-20 16-12-20 2.5p 122,000,000 (92,166,666) (8,333,334) *21,500,000
20-11-20 20-5-22 15p 31,250,000 - - 31,250,000
30-11-20 31-5-22 15p 49,200,000 - - 49,200,000
4-12-20 3-6-22 15p 40,625,000 - - 40,625,000
------------ ------------- ------------ -------------
244,637,500 (93,729,166) (8,333,334) 142,575,000
============ ============= ============ =============
* The unexercised 2.5p warrants which would have lapsed on 16
December 2020 remain exercisable until 30 days after the holders of
those warrants are no longer regarded as having inside information
on the Company's affairs.
The fair value of the warrants issued in 2020 were determined
using the Black-Scholes option pricing model and Monte Carlo
simulations. The principal assumptions made in the calculation of
the fair value of warrants issued to share subscribers are as
follows:
Issue date 16 June 20 November 30 November 4 December
2020 2020 2020 2020
Volatility 135% 120% 120% 120%
---------- ------------ ------------ -----------
Share price on issue 2.2p 7.8p 8.6p 9.7p
---------- ------------ ------------ -----------
Exercise price 2.5p 15p 15p 15p
---------- ------------ ------------ -----------
Dividend yield 0% 0% 0% 0%
---------- ------------ ------------ -----------
Risk-free interest rate 0.01% 0.1% 0.1% 0.1%
---------- ------------ ------------ -----------
Life of warrant 0.5 years 1.5 years 1.5 years 1.5 years
---------- ------------ ------------ -----------
7. LOSS BEFORE TAX
The loss before tax is arrived at after charging:
2020 2019
------- --------
GBP GBP
Staff costs (including directors'
remuneration)
- directors' fees 216,092 47,750
- salaries and other benefits - 12,000
-------
Total staff costs 216,092 59,750
------- -------
Auditors' remuneration 36,000 24,172
Depreciation of property, plant
and equipment - 4,186
Exclusivity fee paid to potential
acquisition target 401,000 -
8. INCOME TAX
Pursuant to the rules and regulations of the BVI, the Company is
not subject to income tax in the BVI.
9. LOSS PER SHARE
During the year ended 31 December 2020 and 2019, the calculation
of the loss per share is based on the net loss for the year of
GBP1,985,722 (2019: GBP703,689) attributable to the equity holders
of the Company, and the weighted average of 672,884,081 (2019:
221,302,099) ordinary shares in issue during the year .
Because the exercise or conversion of any potential shares
increases the number of shares in the denominator, the calculation
of a diluted loss per share results in a lower loss per share. The
potential shares are anti-dilutive and therefore the diluted loss
per share is in effect the same as the undiluted loss per share.
Accordingly, a hypothetical diluted loss per share has not been
calculated and is not shown.
10. DIVID
No dividend has been paid or declared by the Company during the
year ended 31 December 2020 (2019: nil).
11. SUBSIDIARIES
Particulars of the subsidiar ies of the Company are as
follows:
Name of subsidiaries Place of incorporation Issued/Paid-up Effective interest Principal
share/registered held by the Company activities
capital
Direct Indirect
All Active Asset England and Ordinary 100% Dormant
Company Limited Wales shares
GBP1
All Asia Asset Energy British Virgin Ordinary Investment
Limited Islands Share US$1 100% - holding
Fortune House Group British Virgin Ordinary - 100% Investment
Limited Share holding
Islands US$1
12. LOANS
In November and December 2020, the Company advanced an aggregate
EUR3,650,000 (GBP3,292,604) convertible loan to Mesh Holdings plc
('MESH'). The loan is repayable on 22 November 2022, if not
converted before then into MESH ordinary shares at 40 pence per
share (at the discretion of All Active Asset Capital Limited). The
loan bears interest at 5% per annum, payable on repayment, and is
secured by a first charge over MESH's shares in Sentiance NV. At
the year-end exchange rate, the sterling equivalent of net present
value of the loans and interest thereon, discounted at 5% p.a., was
GBP3,285,133, being the directors' estimate of the fair value of
the loan.
13. EQUITY AND LOAN INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR
LOSS
Equity investments at fair value through profit or loss are
classified as non-current or current, according to the time period
for which the Company is committed to hold them. The classification
of equity investments is set out in the following tables:
Non-current assets
Brought Transferred Additions Carried
forward to current during forward
1st January assets the year 31 December
2020 2020
Unlisted equity interest
(see note i) 480,501 (480,501) - -
Loans (see note 12 above) - - 3,285,133 3,285,133
------------- ------------ ---------- -------------
480,501 (480,501) 3,285,133 3,285,133
============= ============ ========== =============
Current assets
Unlisted Listed equity Warrants Option fee
equity interests and options on account
interests (see note over warrants of unlisted
(see note ii) to subscribe equity interest
i) for listed (see note
securities iii)
(see note
ii)
----------- -------------- --------------- -----------------
Brought forward 1 January - - - -
2020
Transfer from non-current 480,501 - - -
to current
Investments made during
the year - 840,000 216,000 909,091
Exchange loss during the (14,585) - - -
year
Fair value adjustment (365,916) (474,000) (112,555) -
----------- -------------- --------------- -----------------
Carried forward 31 December
2020 100,000 366,000 103,445 909,091
=========== ============== =============== =================
Total classified as current assets : GBP1,478,536
i. The unlisted equity interests are measured at fair value and
are classified as Level 3 fair value measurement (IFRS 13). As at
31 December 2020 the Group owned a 7% equity interest in Myanmar
Allure Group Company Limited ("MAG"). MAG, a private company with
limited liability, owns and operates a resort hotel in Tachileik,
Shan Province of Myanmar. After the year-end, in February 2021,
Fortune House Group Limited (the intermediate holding company which
owned the MAG shares) sold all of its shares in MAG for GBP100,000.
The fair value at which the investment in these financial
statements therefore reflects this subsequently agreed price (2019
US$637,000, equivalent then to GBP480,501).
ii. The listed equity securities (classified as Level 1
investments) are valued at the prevailing market price at the
year-end. Warrants to subscribe for additional shares in the same
company have been valued using a Black Scholes methodology, making
the following assumptions:
Standard deviation 82%
Risk free rate 0.6%
Time to expiry (years) 1.5
iii. In December 2020 the Company paid a fee of EUR1 million to
AAQUA BV in consideration for the grant of an option to acquire up
to 125,000 new ordinary shares in AAQUA BV at a price of EUR1,000
per share. This fee is offsetable against the cost of exercising
the option. Subsequent to the year-end, the Company partially
exercised this option; and the fee was duly offset against the cost
of exercise. The option fee has therefore been classified in these
financial statements as an unlisted equity investment, held for
resale.
Consolidated statement of profit or loss
The fair value adjustment passed through the consolidated
statement of profit or loss comprises:
2020 2019
---------- ----------
GBP GBP
Revaluation of unlisted equity securities
held for resale (365,916) (462,833)
Revaluation of loan (7,471) -
Revaluation of warrants and options to acquire (112,555) -
warrants
Revaluation of listed securities held for (474,000) -
resale
---------- ----------
(959,942) (462,833)
========== ==========
14. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
2020 2019
------- --------
GBP GBP
Prepaid expenditure 22,975 20,803
Loan interest receivable 12,500 -
Other 20,060 117,203
------- --------
55,535 138,006
======= ========
15. SHARE CAPITAL
The Company has only one class of share (of no par value). Each
share has an equal right to vote, to receive dividends and to
participate in a winding up.
During the year the Company undertook a number of share issues
as follows:
Date Issue Number of Net share
price ordinary capital
per share shares issued GBP
------------------------------------------- ----------- --------------- -----------
Share capital at 1 January 2020 244,076,072 6,392,944
11 February 2020 (cash placing) 0.1p 74,785,322 71,046
25 February 2020 (cash placing) 0.1p 125,214,678 118,954
26 March 2020 (consideration for Asimilar
warrants) 0.2p 78,000,000 148,200
3 April 2020 (consideration for Asimilar
shares) 0.5p 168,000,000 798,000
20 May 2020 (consideration for Asimilar
warrants) 1.5p 4,000,000 60,000
16 June 2020 (cash placing) 1.5p 80,000,000 1,107,350
Warrants exercised during July 2020 2.5p 6,968,334 174,208
Warrants exercised during August 2020 0.4p 1,562,500 6,250
Warrants exercised during August 2020 2.5p 7,033,333 175,833
Warrants exercised during October
2020 2.5p 6,000,000 150,000
Warrants exercised during November
2020 2.5p 34,333,333 858,333
20 November 2020 (cash placing) 8p 62,500,000 4,750,727
4 December 2020 (cash placing) 8p 81,250,000 6,175,944
Warrants exercised during December
2020 2.5p 37,831,666 945,792
--------------- -----------
1,011,555,238 21,933,581
Less: value attributable to warrants
issued - 5,219,750
--------------- -----------
Share capital at 31 December 2020 1,011,555,238 16,713,831
=============== ===========
The Company paid GBP725,779 in commissions and direct costs of
raising capital. Gross proceeds from shares issued during the year
amounted to GBP16,266,416, resulting in the increase of
GBP15,540,637 in share capital set out in the table above.
Of the increase in share capital, GBP14,534,437 was issued for
cash and GBP1,006,200 as consideration for shares and warrants in
Asimilar Group plc.
Subsequent to the year-end (up to 30 June 2020), the Company has
issued an additional 17,843,750 shares on the exercise of warrants
at 15 pence per share, raising GBP2,676,563 (gross and net) for the
Company.
16. RESERVES
Exchange Reserve
The exchange fluctuation reserve comprised all foreign exchange
differences arising from the translation of the financial
statements of the Company's overseas subsidiaries. Since an
agreement was reached for the sale of the only asset previously
recorded in a foreign currency for a GBP sterling consideration
(and the sale was completed following the year-end), the balance
held on the exchange reserve in respect of that asset has been
transferred to Revenue Reserves.
Warrant Valuation Reserve
The warrant valuation reserve reflects the value attributed to
unexercised warrants to subscribe for shares. It is credited in the
year in which the warrants are granted and released to revenue when
exercised or lapsed.
17. OTHER PAYABLES AND ACCRUALS
2020 2019
-------- --------
GBP GBP
Accruals 36,000 64,000
Other creditors 115,942 67,877
151,942 131,877
======== ========
18. COMPENSATION OF KEY MANAGEMENT PERSONNEL
Compensation of key management personnel of the Group
2020 2019
------- ------
GBP GBP
Short term employee benefits 216,092 47,750
======= ======
19. CAPITAL RISK MANAGEMENT
The Group manages its capital so that entities in the Group will
be able to continue as a going concern while maximising the return
to shareholders through the optimisation of the debt and equity
balance.
The capital structure of the Group consists of cash and cash
equivalents and equity attributable to shareholders of the Company,
comprising issued share capital and reserves.
The directors of the Company review the capital structure by
considering the cost of capital and the risks associated with
capital. In view of this, the Group will balance its overall
capital structure through new share issues as well as issues of new
debt (as appropriate).
20. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
The Group's major financial instruments include equity
investments, deposits and other receivables, other payables and
bank and cash balances. Details of such financial instruments are
disclosed in the respective notes. The risks associated with these
financial instruments and the policies applied by the Group to
mitigate these risks are set out below. Management monitors these
exposures to ensure appropriate measures are implemented in a
timely and effective manner.
Foreign currency risk
None of the Company's monetary assets or liabilities are
denominated in foreign currencies.
Credit risk
The Group's maximum exposure to credit risk is represented by
total financial assets held by the Group. The Group did not hold
any collateral during the reporting period.
For the purposes of internal credit risk management, the Group
uses past and forward-looking information to assess whether credit
risk has increased significantly since initial recognition. The
internal credit risk grading of the Group comprises 4 categories:
performing, doubtful, in default and write-off. The financial
assets of the Group which are subject to ECL assessment comprises
other receivables and bank balances and cash. The management of the
Group reviewed and assessed the impairment for each financial asset
individually under the 12-month ECL model. These financial assets
are categorised as performing as there is no significant increase
in credit risk since initial recognition and the risk of default is
low and the counterparties have the capacity to meet their
contractual cash flow obligations in the near term. No loss
allowance was recognised as the amount was immaterial.
The Group does not provide any financial guarantees which would
expose the Group to credit risk.
Fair values on financial instruments
( i) Financial instruments carried at fair value
The following table presents the carrying amount of financial
instruments measured at fair value at 31 December 2020 across the
three levels of the fair value hierarchy defined in IFRS 13 Fair
Value Measurements, with the fair value of each financial
instrument categorised in its entirety based on the lowest level of
input that is significant to the fair value measurement. The levels
are defined as follows:
- Level 1 (highest level): fair value measurements are those
derived from quoted price (unadjusted) in active markets for
identical assets or liabilities;
- Level 2: fair value measurements are those derived from inputs
other than quoted prices included within Level 1 that are
observable for assets or liabilities, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and
- Level 3 (lowest level): fair value measures are those derived
from valuation techniques that include inputs for assets or
liabilities that are not based on observable market data
(unobservable inputs).
As at 31 December 2020, the Group had the following financial
instruments carried at fair value:
2020 2019
--------------------------------------------------- --------------
GBP GBP GBP GBP GBP
Level 1 Level 2 Level 3 Total All level
investments investments investments 3 investments
At the beginning of
the year - - 480,501 480,501 971,252
Investment during
the year 840,000 216,000 4,201,696 5,257,696 -
Total losses in profit
or loss (474,000) (112,555) (373,387) (959,942) (462,833)
Exchange rate loss - - (14,585) (14,585) (27,918)
------------ ------------ ------------ --------- --------------
At the end of the
year 366,000 103,445 4,294,225 4,763,670 480,501
============ ============ ============ ========= ==============
(ii) Fair Value of financial instruments carried at other than fair value
The carrying amounts of the Group's financial instruments
carried at cost or amortised cost are the same as their fair value
as at 31 December 2020 and 2019 due to their short-term
maturities.
Classification and fair value of financial assets and
liabilities
The carrying amounts of each of the categories of financial
instruments as at the end of the reporting period are as
follows:
2020 2019
--------- -------
GBP GBP
Financial assets
Financial assets at fair value through profit
or loss 4,763,670 480,501
=========
Financial assets at amortised cost
* Deposits and other receivables 55,535 138,006
* Cash and bank balances 9,359,699 -
--------- -------
9,415,234 138,006
========= =======
Financial liabilities
Amortised cost 151,943 131,877
========= =======
21. POST BALANCE SHEET EVENTS
In February 2021, the Company sold its 7% interest in MAG for a
cash consideration of GBP100,000.
In February 2021, the Company granted 200 million options
exercisable at 50p per share to two existing shareholders. The
options are exercisable until 30 November 2021, but this period may
be shortened under an acceleration clause.
In March 2021, the Company exercised the first tranche of the
option agreement with AAQUA. and acquired 6,000 new AAQUA shares
for EUR6 million cash.
In July 2021, the Company announced a firm placing of shares at
80p each raising GBP15 million, a proposed conditional placing of
shares at 80p each raising GBP135 million, a conditional agreement
to acquire at least 75% of Sentiance N.V. and the proposed
cancellation of admission to trading on AIM of its shares.
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END
FR FLFERDIITIIL
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