TIDMAMOI
RNS Number : 1900N
Anemoi International Ltd
28 September 2021
28 September 2021
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation 596/2014 and is disclosed
in accordance with the Company's obligations under Article 17 of
those Regulations.
Anemoi International Ltd
(Reuters: AMOI.L, Bloomberg: AMOI:LN)
("Anemoi" or the "Company")
Interim Results for the period ended 30 June 2021
CHAIRMAN'S STATEMENT
I am happy to present the unaudited interim accounts for the six
months to 30 June 2021. Whilst the first six months of 2021 were
uneventful, the board continues to review potential transactions
and looks forward to the second half of the financial year.
As part of this ongoing review, the Board of Anemoi are pleased
to announce that the Company has signed non-legally binding heads
of terms with the shareholders of id4 AG which set out the key
terms for the proposed acquisition of the entire issued share
capital of id4. Although the full details are yet to be determined,
this is an exciting acquisition.
id4 is a Software as a Service (SaaS) company specialised in the
provision of digital Customer Lifecycle Management ("CLM")
solutions for financial and non-financial institutions. id4 was
nominated as one of the RegTech 100 in 2020 as well as receiving
the Best Compliance Solution Award in 2020 and the Best Fintech
Solution Award in 2021 at the WealthBriefing Swiss Awards .
Should the Acquisition complete, it would constitute a Reverse
Take Over under the Listing Rules therefore, at the request of the
Company, the FCA has suspended the Company's listing on the
standard segment of the Official List and trading on the Main
Market of the London Stock Exchange has also been suspended as of
the 28th July 2021 pending the publication of a prospectus
providing further detail on id4 and the Company as enlarged by the
Acquisition, or an announcement that the RTO is not proceeding.
This condensed consolidated interim financial report for the
half-year reporting period ended 30 June 2021 has been prepared in
accordance with Accounting Standard IAS 34 Interim Financial
Reporting.
The interim report does not include all the notes of the type
normally included in an annual financial report. Accordingly, this
report is to be read in conjunction with the annual report for the
year ended 31 December 2020 and any public announcements made by
Anemoi International Ltd during the interim reporting period.
The accounting policies adopted are consistent with those of the
previous financial year and corresponding interim reporting
period.
Responsibility Statement
We confirm that to the best of our knowledge:
a) the condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year); and
c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to
provide additional information to shareholders to enable them to
assess the Company's strategy and the potential for that strategy
to succeed. The IMR should not be relied on by any other party or
for any other purpose.
Duncan Soukup
Chairman
Anemoi International Ltd
20 September 2021
Enquiries:
Anemoi International Ltd
+33 (0)6 78 63 26
Duncan Soukup (Chairman) 89
Condensed Statement of Income
For the six months ended 30 June 2021
6 Months to Period to
Jun 2021 Dec 2020
Note GBP GBP
Continuing Operations
Revenue - -
Cost of sales - -
Gross profit / (loss) - -
------------------------------------- ----- ------------ ----------
Administrative expenses excluding
exceptional costs (115,014) (102,747)
Exceptional administration costs - (88,817)
------------------------------------- -----
Total administrative expenses (115,014) (191,564)
------------------------------------- ----- ------------ ----------
Operating loss (115,014) (191,564)
------------------------------------- ----- ------------ ----------
Net financial income/(expense) 3 (7,855) (3,733)
------------------------------------- -----
Profit/(loss) before taxation (122,869) (195,297)
------------------------------------- ----- ------------ ----------
Taxation - -
------------------------------------- -----
Profit/(loss) for the period (122,869) (195,297)
------------------------------------- ----- ------------ ----------
Loss per share - pence (using
weighted average number of shares)
Basic and Diluted - Continuing
Operations (0.38p) (0.65p)
Basic and Diluted 5 (0.38p) (0.65p)
------------------------------------- ----- ------------ ----------
Condensed Statement of Comprehensive Income
For the six months ended 30 June 2021
6 Months Period to
to
Jun 2021 Dec 2020
GBP GBP
Loss for the financial year (122,869) (195,297)
Other comprehensive income:
Exchange differences on re-translating
foreign operations (13,563) 9,390
Total comprehensive income (136,432) (185,907)
---------------------------------------- ---------- ----------
Attributable to:
Equity shareholders of the parent (136,432) (185,907)
Non-Controlling interest - -
Total Comprehensive income (136,432) (185,907)
---------------------------------------- ---------- ----------
Condensed Statement of Financial Position
As at 30 June 2021
Jun 2021 Dec 2020
Note GBP GBP
Assets
Current assets
Trade and other receivables 7,403 -
Cash and cash equivalents 1,095,868 878,642
Total current assets 1,103,271 878,642
---------------------------------- ----- ---------- ----------
Liabilities
Current liabilities
Trade and other payables 76,752 21,101
Total current liabilities 76,752 21,101
---------------------------------- ----- ---------- ----------
Net current assets 1,026,519 857,541
---------------------------------- ----- ---------- ----------
Non-current liabilities
Long term debt 4 229,673 164,263
Total non-current liabilities 229,673 164,263
---------------------------------- ----- ---------- ----------
Net assets 796,846 693,278
---------------------------------- ----- ---------- ----------
Shareholders' Equity
Share capital 6 1,044,855 804,855
Other Reserves - Warrant Options 74,330 74,330
Foreign exchange reserve (4,173) 9,390
Retained earnings (318,166) (195,297)
Total shareholders' equity 796,846 693,278
Total equity 796,846 693,278
---------------------------------- ----- ---------- ----------
Condensed Statement of Cash Flows
For the six months ended 30 June 2021
6 Months Period to
to
Notes Jun 2021 Dec 2020
GBP GBP
Cash flows from operating
activities
Operating Loss (115,014) (191,564)
Increase in other receivables (7,403) -
Increase in other payables 55,650 21,101
Cash generated by operations (66,767) (170,463)
Cash flows from financing
activities
Interest Paid (8,922) (2,357)
Issue of ordinary share
capital 6 240,000 879,185
Parent company loan issuance/(repayment) 65,411 164,263
Net cash flow from financing
activities - continuing
operations 296,489 1,041,091
------------------------------------------ ------ ---------- ----------
Net increase in cash and
cash equivalents 229,722 870,628
Cash and cash equivalents 878,642 -
at the start of the period
Effects of foreign exchange
rate changes (12,496) 8,014
Cash and cash equivalents
at the end of the period 1,095,868 878,642
------------------------------------------ ------ ---------- ----------
Condensed Statement of Changes in Equity
For the six months ended 30 June 2021
Attributable to owners of the Company
------------------------------------------------------------
Total
Share Other Foreign Retained Shareholders
Exchange
Capital Reserves Reserves Earnings Equity
GBP GBP GBP GBP GBP
Opening Balance - - - - -
Issuance of Share Capital 879,185 - - - 879,185
Other Reserves - Warrant
Options (74,330) 74,330 - - -
Total comprehensive
income for the period - 9,390 (195,297) (185,907)
Balance as at
31 December 2020 804,855 74,330 9,390 (195,297) 693,278
--------------------------- ---------- --------- ---------- ---------- -------------
Issuance of Share Capital 240,000 - - - 240,000
Other Reserves - Warrant - - - - -
Options
Total comprehensive
income for the period - - (13,563) (122,869) (136,432)
Balance as at
30 June 2021 1,044,855 74,330 (4,173) (318,166) 796,846
--------------------------- ---------- --------- ---------- ---------- -------------
ACCOUNTING POLICIES
The Group prepares its accounts in accordance with applicable
International Financial Reporting Standards ("IFRS") as adopted by
the UK
Notes to the Condensed Financial Information
1 General information
Anemoi International Ltd (the "Company") is a British Virgin
Island ("BVI") International business company ("IBC"), incorporated
and registered in the BVI on 6 May 2020. The Company is a holding
company actively seeking investment opportunities.
2 Significant Accounting policies
The Company prepares its accounts in accordance with applicable
International Financial Reporting Standards ("IFRS") as adopted by
the United Kingdom.
The financial statements are expressed in GBP
The accounting policies applied by the Company in this unaudited
consolidated interim financial information are the same as those
applied by the Company in its consolidated financial statements as
at 31 December 2020.
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value.
2.1 Basis of preparation
The condensed consolidated interim financial information for the
six months ended 30 June 2021 has been prepared in accordance with
International Accounting Standard No. 34, 'Interim Financial
Reporting'. They do not include all of the information required for
full annual financial statements and should be read in conjunction
with the consolidated financial statements of the Company as at and
for the year ended 31 December 2020.
These condensed interim financial statements for the six months
ended 30 June 2021 are unaudited and do not constitute full
accounts. The independent auditor's report on the 2020 financial
statements was not qualified.
2.2 Going concern
The financial information has been prepared on the going concern
basis as management consider that the Company has sufficient cash
to fund its current commitments for the foreseeable future.
Notes Condensed Financial Information Continued
3 Net Financial Expense
6 Months to Period to
Jun 2021 Dec 2020
GBP GBP
Loan interest payable 8,906 2,357
Bank interest expense 16
Foreign currency (gains)/losses (1,067) 1,376
7,855 3,733
--------------------------------- ------------ ----------
4 Borrowings
2021 2020
Non-current liabilities GBP GBP
Convertible loan note drawdown 218,453 161,905
Interest accrued 11,220 2,358
Total Borrowing 229,673 164,263
-------------------------------- -------- --------
In October 2020 the Company issued 10% cumulative convertible
loan notes in integral multiples of USD$1.00 for a total of
USD$350,000. As at the period end USD$15,400 of interest had been
accrued on a drawn down balance of USD$299,824. The notes are
redeemable on the second anniversary of the execution date. They
have been translated at the year end rate in to GBP.
5 Earnings per share
6 Months to Period to
Jun 2021 Dec 2020
GBP GBP
The calculation of earnings per share
is based on
the following loss attributable
to ordinary shareholders and number
of shares:
Loss for the period from continuing
operations (122,869) (195,297)
Loss for the period (122,869) (195,297)
Weighted average number of shares
of the Company 32,500,000 30,000,000
------------ -----------
Loss per share:
Basic and Diluted (pence) (0.38p) (0.65p)
Notes Condensed Financial Information Continued
6 Share Capital
As at As at
30 Jun 2021 31 Dec 2020
Authorised share capital:
100,000,000 ordinary shares of no par - -
value
Fully subscribed shares
29,950,000 ordinary shares of $0.04
each 1,198,000 1,198,000
Exchange rate adjustment 1.3649 1.3649
29,950,000 ordinary shares in GBP 879,185 879,185
Placing of 5,999,999 ordinary shares
of GBP0.04 240,000 -
Less fair value of options and warrants (350,501) -
Total 768,684 879,185
----------------------------------------- -------------------------- ------------
Number Number
of shares of shares
Fully Subscribed shares as per above 35,949,999 29,950,000
Fully Subscribed shares of no value 50,000 50,000
Total 35,999,999 30,000,000
----------------------------------------- -------------------------- ------------
Under the Company's amended memorandum of association of 25 May
2021, the Company is authorised to issue an unlimited number of
shares of one class.
During the period 5,999,999 ordinary shares were placed at a
price of GBP0.04 per share with existing and new investors (the
Placing), bringing the total issued share capital of the company to
35,999,999 Ordinary Shares of no par value.
Simultaneous to the Placing the Company granted to
subscribers:
(i) 5,999,999 'A' warrants with an exercise period of one year
from the first anniversary of the date of grant entitling an 'A'
warrantholder to subscribe for one ordinary share of the Company
for each warrant held at a subscription price of GBP0.08; and
(ii) 5,999,999 'B' warrants with an exercise period of one year
from the second anniversary of the date of grant entitling a
warrantholder to subscribe for one ordinary share of the Company
for each warrant held at a subscription price of GBP0.12
in each case with the subscription rights and price per ordinary
share being subject to adjustment in the event of any share splits
or share consolidations by the Company.
Accelerated subscription rights apply to both 'A' warrant and
'B' warrants in the event that the Company undertakes further
equity fund raises (including in connection with a merger,
acquisition or reverse takeover transaction) .
The Company may, at any time during the exercise periods of the
'A' warrants and 'B' warrants when the Company's share price equals
or exceeds the subscription price applicable to each class of
warrant, without notice purchase any warrants at any price by
tender, private treaty or otherwise. The Company may accept the
surrender of a Warrant at any time. Any Warrants so purchased or
surrendered will be cancelled by the Company, which will not be at
liberty to reissue or resell them.
Notes Condensed Financial Information Continued
7 Related Party Transactions
Thalassa Holdings Ltd, which holds shares in the Company is
related by common control through the Chairman, Duncan Soukup.
The staff costs incurred by the Company are recharged from
Thalassa Holdings Ltd totalling GBP37,293 for the period.
Consultancy and administrative services were accrued on behalf
of a company in which the Chairman has a beneficial interest, the
Group accrued $13,000 of fees in the period (2020 : nil). There was
no further director's remuneration for the period.
8 Subsequent events
The Company's M&A were amended by a written resolution of
the board on 15(th) July 2021 such that the Company is authorised
to issue shares of one class with a par value of US$0.001
Luca Tomasi was appointed as a director of the Company by a
written resolution of the board passed on 1 July 2021.
9 Copies of the Interim Report
The interim report is available on the Company's website:
www.anemoi-international.com .
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END
IR QVLBLFKLBBBF
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September 28, 2021 02:03 ET (06:03 GMT)
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