TIDMAAA
RNS Number : 0298S
All Asia Asset Capital Limited
28 September 2017
28 September 2017
All Asia Asset Capital Limited
(All Asia Asset Capital", "AAA" or the "Company")
Unaudited Interim Results for the period ended 30 June 2017
All Asia Asset Capital (AIM: AAA), an investment company focused
on investing in the growing markets of the Asia Pacific region,
today announces its unaudited interim results for the six months
ended 30 June 2017.
Highlights:
-- During six months ended 30 June 2017, the Company disposed of
its subsidiary, Energy Central Limited, which held the Company's
interest in Andaman Power and Utility Company Limited ("APU"), for
a consideration of Thai Baht 34,889,000 (approximately
GBP810,000).
-- AAA maintained its investment in a minority stake in Myanmar
Allure Group Co., Ltd. ("MAG"), which owns and operates the Allure
Resort, a combined hotel, resort and gaming facilities located in
Tachileik province, Myanmar, in the vicinity of the
Thailand-Myanmar Mae Sai border.
-- During the six months ended 30 June 2017, the Company
recorded a profit attributable to the owners of the Company of
GBP1.21 million, attributable to net gain on the disposal of its
investment and a change of fair value of a convertible loan issued
by the Company.
-- On 21 April 2017 the board announced the resignation of Mr.
Paniti Junhasavasdikul as an Executive Director and General Counsel
of the Company, whose resignation became effective 30 April
2017.
Robert Berkeley, Chairman of AAA said: "During these six months
under review, the Company disposed of Energy Central Limited, which
held the Company's minority interest in Andaman Power and Utility
Company Limited. The Company currently has one remaining
investment, this being the Company's 7% interest in Myanmar Allure
Group Co., Ltd which owns and operates the Allure Resort, a
combined hotel, resort and gaming facility located in Tachileik
province, Myanmar, in the vicinity of the Thailand-Myanmar Mae Sai
border. We look forward to continuing to seek investments in line
with our investing policy from the Asia Pacific region in order to
deliver and enhance value to shareholders."
For further information:
All Asia Asset Capital Limited
Robert Berkeley, Executive Chairman and
Finance Director
Wai Tak Jonathan Chu, Executive Director
Tel: +44 (0) 207 621 8910
Tel: +852 3756 0124
www.aaacap.com
Allenby Capital Limited (Nominated Adviser
& Broker)
Nick Athanas / Alex Brearley
Tel: +44 (0) 203 328 5656
www.allenbycapital.com
About AAA
AAA is an investment company that has been established as a
platform for investors looking to access growing markets in the
Asia-Pacific region. The Company invests in a portfolio of
companies with at least a majority of operations (or early-stage
companies that intend to have at least a majority of their
operations) in the Asia-Pacific region in industries with high
growth potential including, but not limited to: agriculture,
forestry and plantations, mining, natural resources, property,
and/or technology. AAA is publicly quoted and its shares are traded
on the AIM Market, which is operated by the London Stock
Exchange.
Chairman's Statement
I am pleased to present the results of All Asia Asset Capital
Limited (the "Company") together with its subsidiaries (the
"Group") for the half year ended 30 June 2017.
Business review
During the year ended 30 June 2017 the Company continued its
focus on Myanmar. The Company disposed of its subsidiary, Energy
Central Limited, which held the Company's minority investment of a
7 per cent interest in APU. and maintained its minority investment
of 7 per cent interest in MAG.
As previously noted the Company's disposal of Energy Central
Limited was approved by shareholders at an Extraordinary General
Meeting held on 24 March 2017 and the disposal was completed
shortly following payment of the cash consideration by the
purchaser on 3 May 2017.
During the year MAG continued operating the Allure Resort, a
combined hotel, resort and gaming facilities located in Tachileik
province, Myanmar, in the vicinity of the Thailand-Myanmar Mae Sai
border. The resort is situated in an 11-acre plot and is easily
accessible from Chiang Rai, Thailand and located within five
minutes' walk from the border.
The latest indication provided by the management of the Allure
Resort points to a robust year-ended 31 March 2016 and the Allure
Resort's management have informed AAA that the Resort has shown
stable room occupancy and operating performance between 2016 and
2017 to-date in spite of adverse weather conditions during the
annual monsoons. The outlook of the Allure Resort's management
remains positive and they are confident there is potential for
improvement in profit margins and capturing a greater share of
cross-border traveller traffic in the Allure Resort's vicinity.
MAG is also seeking a partner or partnership opportunities with
other entities which have a gaming background, with a view to
potentially having a partner co-invest in a new building
development.
Financial Results
During the six months ended 30 June 2017 the Company recorded a
profit attributable to the owners of the Company of GBP1.21 million
(six months ended 30 June 2017: loss attributable to the owners of
the Company of GBP0.11 million). This profit was attributable to a
net gain on the disposal of Energy Central Limited and a change of
fair value for a convertible loan issued by the Company.
After the disposal of Energy Central Limited, the majority of
the assets of the Group consists now of its investment in MAG
which, as at 30 June 2017, had a carrying value of GBP1.51 million
in AAA's balance sheet (31 December 2016: carrying value of MAG -
GBP1.59 million). As at 30 June 2017 the net assets of the Group
were GBP2.01 million (31 December 2016: net assets of GBP2.13
million) and the Group had cash and cash equivalents of GBP0.52
million (31 December 2016: cash and cash equivalents of GBP0.05
million).
Board Changes
On 21 April 2017 the Company announced that Mr. Paniti
Junhasavasdikul would step down as an executive director and
general counsel of the Company as of 30 April 2017. We extend our
gratitude to him for his diligence, commitment and contribution to
the Company during his tenure of office and we wish him the best
for his future endeavours.
The Company believes that it is very important that they
identify the right candidate to replace Paniti Junhasavasdikul and
who possesses the skills and experience that match the strategic
direction of the business. AAA will provide an update on its plans
for the board once it has further assessed the strategic direction
of the Company following the sale of Energy Central Limited.
Economic Outlook
With the Company's investee company, MAG, being located in
Myanmar is it important that we consider the current political and
economic climate. In a report dated 30 January 2017, the World Bank
commented that Myanmar's economy will grow by an average of 7.1%
per year in the next three years, as inflation pressures are
expected to ease up and private and public investments in
infrastructure services and non-commodity sectors, such as light
manufacturing and hospitality, are forecasted to rise. Given that
MAG's focus is on the local tourism and hospitality sector, this
should be a positive trend. However the Board is aware of recent
events in Myanmar and that sanctions could be re-established, which
could potentially reverse the trends mentioned above. This Rohingya
humanitarian crisis could potentially stall growth in the
shorter-term, although the medium to long-term outlook for
Tachileik province in particular and Myanmar in general seems
robust for the time being.
AAA's Investing Policy
(As adopted at the Annual General Meeting of the Company on 10
December 2013)
The Company intends to invest 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 region. 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
Appreciation
I would like to thank all the hard work of my fellow Board
members and staff, our advisers and of course our shareholders for
their continuing support for AAA. I sincerely hope that the Company
will continue to enjoy such support towards the development of the
Group in the years to come.
ALL ASIA ASSET CAPITAL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2017
Six months ended 30 June
2017 2016
------------- -------------
Notes GBP GBP
(Unaudited) (Unaudited)
Net realised gain on disposal 1,213,028 -
of available-for-sale investments
Change in fair value of convertible 220,243 -
loan designated at fair value
through profit or loss
Other income - 677
Administrative expenses (219,697) (110,888)
------------- -------------
Profit/ (Loss) before tax 3 1,213,574 (110,211)
Income tax 5 - -
------------- -------------
Profit/ (Loss) for the period
attributable to the owners of
the Company 1,213,574 (110,211)
Other comprehensive income:
Items that may reclassified
subsequently to profit or loss:
(1,230,513) -
Release upon disposal of available-for-sale
investments
Exchange difference on translating financial
statements of foreign subsidiaries (99,792) 569,399
------------- -------------
Total comprehensive (expense)/
income for the period (116,731) 459,188
============= =============
Earnings/ (Loss) per ordinary
share
Basic earnings/ (loss) per ordinary 6(a) 0.57 pence (0.05 pence)
share
============= =============
Diluted earnings/ (loss) per 6(b) 0.57 pence (0.05 pence)
ordinary share
============= =============
The notes below form an integral part of these financial
statements
ALL ASIA ASSET CAPITAL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2017
As at 30 As at 31
Jun 2017 Dec 2016
------------- ------------
Notes GBP GBP
(Unaudited) (Audited)
ASSETS
Non-current assets
Property, plant and equipment 8,679 10,276
Available-for-sale financial
assets 7 1,507,460 2,416,336
------------- ------------
1,516,139 2,426,612
-------------
Current assets
Prepayment, deposit and other
receivable 29,850 8,932
Cash and bank balances 494,206 44,648
------------- ------------
Total current assets 524,056 53,580
------------- ------------
Total assets 2,040,195 2,480,192
============= ============
CAPITAL AND RESERVES
Share capital 8 6,284,194 6,284,194
Reserves (4,274,907) (4,158,176)
------------- ------------
Total equity 2,009,287 2,126,018
============= ============
LIABILITIES
Current liabilities
Other payables and accruals 30,908 33,931
------------- ------------
Non-current liabilities
Convertible loan 9 - 320,243
Total liabilities 30,908 354,174
============= ============
Total equity and liabilities 2,040,195 2,480,192
============= ============
Net current assets 493,148 19,649
============= ============
Total assets less current liabilities 2,009,287 2,446,261
============= ============
Net assets 2,009,287 2,126,018
============= ============
Approved and authorised for issue by the board of directors on
27 September 2017
Wai Tak Jonathan Chu Robert Anthony Rowland Berkeley
Director Director
The notes below form an integral part of these financial
statements
ALL ASIA ASSET CAPITAL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2017
Fair Share
Share value option Exchange Accumulated
capital reserve reserve reserve losses Total
---------- ---------- --------- ------------ ------------ ----------
GBP GBP GBP GBP GBP GBP
At 1 January 2017 6,284,194 (106,780) 44,125 1,687,395 (5,782,916) 2,126,018
Total comprehensive
expense for the
period - - - (1,330,305) 1,213,574 (116,731)
As at 30 June 2017 6,284,194 (106,780) 44,125 357,090 (4,569,342) 2,009,287
========== ========== ========= ============ ============ ==========
At 1 January 2016 6,284,194 180,779 44,125 601,104 (1,431,483) 5,678,719
Total comprehensive
income for the
period - - - 569,399 (110,211) 459,188
As at 30 June 2016 6,284,194 180,779 44,125 1,170,503 (1,541,694) 6,137,907
========== ========== ========= ============ ============ ==========
The notes below form an integral part of these financial
statements
ALL ASIA ASSET CAPITAL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2017
Six months ended 30 June
2017 2016
------------- -------------
GBP GBP
(Unaudited) (Unaudited)
Operating activities
Profit/ (Loss) before taxation 1,213,574 (110,211)
Adjustments for:
Bank interest income - (2)
Depreciation of property, plant
and equipment 1,518 1,448
Foreign exchange gain - (675)
Gain on change in fair value of (220,243) -
convertible loan
Net realised gain on disposal of (1,213,028) -
available-for-sale investments
Operating loss before working capital
changes (218,179) (109,440)
Decrease in prepayment, deposit (20,918) -
and other receivable
Decrease in accrual and other payable (3,023) (5,942)
Cash used in operating activities (242,120) (115,382)
Interest received - 2
------------- -------------
Net cash used in operating activities (242,120) (115,380)
------------- -------------
Investing activities
Proceed from disposal of available-for-sale 795,069 -
investments
Net cash generated from investing 795,069 -
activities
------------- -------------
Financing activities
Repayment of convertible loan (100,000) -
Net cash used in financing activities (100,000) -
------------- -------------
Net increase/ (decrease) in cash
and cash equivalents 452,949 (115,380)
Cash and cash equivalents at beginning
of the period 44,648 186,783
Effect of foreign exchange rate changes,
net (3,391) (7,305)
------------- -------------
Cash and cash equivalents at end
of the period 494,206 64,098
============= =============
Analysis of balances of cash and
cash equivalents
Cash and bank balances 494,206 64,098
============= =============
The notes below form an integral part of these financial
statements
ALL ASIA ASSET CAPITAL LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2017
1. GENERAL INFORMATION
All Asia Asset Capital Limited (the "Company") is an investing
company incorporated in British Virgin Islands on 14 September 2012
with its registered office located on Commerce House, Wickhams Cay
1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands. The
shares of the Company are quoted on the AIM market of the London
Stock Exchange.
The principal activity of the Company is to invest in growing
markets of Asia Pacific region.
The interim financial information relating to the six months
ended 30 June 2017 is unaudited and does not constitute statutory
accounts.
2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRSs")
(a) Statement of compliance
These condensed consolidated financial statements have been
prepared in accordance with International Accounting Standard
("IAS") 34, Interim financial reporting, issued by the
International Accounting Standards Board ("IASB") and the
applicable disclosure provisions of the AIM Rules for Companies
issued by the London Stock Exchange. The interim financial
information is presented in Great British Pounds ("GBP"), rounded
to the nearest thousand, unless otherwise stated.
These condensed consolidated financial statements have been
prepared under the historical cost convention, except that certain
available-for-sale investments are carried at their fair values.
The principal accounting policies adopted in the preparation of
these condensed consolidated financial statements are consistent
with those followed in the Group's annual financial statements for
the year ended 31 December 2016, except for below amendments to
IFRSs effective on 1 January 2017.
Amendments to IAS 7 Disclosure Initiative
Amendments to IAS 12 Recognition of Deferred Tax Assets for
Unrealised Losses
The adoption of the amendments to IFRSs in the current period
has had no material effect on the Group's financial performance and
positions for the current and prior years and/or the disclosures
set out in these interim condensed consolidated financial
statements.
The preparation of condensed consolidated financial statements
in conformity with IAS 34 requires management to make judgements,
estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses
on a year to date basis. Actual results may differ from these
estimates.
This interim financial information contains condensed
consolidated financial statements and explanatory notes. The notes
include an explanation of events and transactions that are
significant to an understanding of the changes in financial
position and performance of the Group since the 2016 annual
financial statements. The condensed consolidated financial
statements and notes thereon do not include all of the information
required for a full set of financial statements prepared in
accordance with International Financial Reporting Standards
("IFRSs").
2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS - CONTINUED
(b) New and revised IFRSs issued but not yet effective
The Group has not applied the following new and revised IFRSs
that have been issued but are notyet effective:
Amendments to IFRSs Annual Improvements to IFRS Standards
2014-2016 Cycle(3)
Amendments to IFRS 10 Sale or contribution of assets between an
investor and its
and IAS 28 Associate or joint venture(5)
IFRS 9 Financial instruments(1)
IFRS 15 Revenue from contracts with customers(1)
IFRS 16 Lease(2)
IFRS 17 Insurance Contracts(4)
IFRIC 22 Foreign Currency Transactions and Advance
Consideration(3)
IFRIC 23 Uncertainty over Income Tax Treatments(2)
Amendments to IFRS 2 Classification and movement of share-based
payment Transactions(2)
Amendments to IFRS 4 Applying IFRS 9 Financial Instruments with
IFRS 4 Insurance
Contracts(1)
Amendments to IAS 40 Transfers of Investment Property(1)
Notes:
(1) Effective for annual periods beginning on or after 1 January
2018
(2) Effective for annual periods beginning on or after 1 January
2019
(3) Effective for annual periods beginning on or after 1 January
2017 or 1 January 2018, as appropriate
(4) Effective for annual periods beginning on or after 1 January 2021
(5) Effective for annual periods beginning on or after a date to be determined
The Group is in the process of making an assessment of the
impact of these new and revised IFRSs upon initial application. So
far, the Group considers that these new and revised IFRSs are
unlikely to have a significant impact on the Group's results of
operations and financial position.
3. PROFIT/ (LOSS) BEFORE TAX
Profit/ (Loss) before tax arrived at after
charging/(crediting):
Six month ended 30 June
2017 2016
------------- -------------
GBP GBP
(unaudited) (unaudited)
Depreciation of property, plant and
equipment 1,518 1,448
Foreign exchange gain - (675)
Staff costs (including directors'
remuneration)
* Salaries and other benefits 38,694 29,466
* Fees 10,500 11,250
* Retirement scheme contribution 1,935 1,935
Operating lease payment in respect
of office premises - 7,111
============= =============
4. DIRECTORS' REMUNERATION
The emoluments paid or payable to each of the directors were as
follows:
For six months ended 30 June 2017 (unaudited):
Salaries Retirement
and other scheme contribution
Fees benefits Total
--------- ----------- --------------------- ---------
GBP GBP GBP GBP
Executive directors
Mr. Robert Anthony
Rowland Berkeley - 8,600 - 8,600
Mr. Chu Wai Tak
Jonathan - - - -
Mr.Paniti Junhasavasdikul
(Note 1) - 25,200 - 25,200
Independent
non-executive director - 33,800 - 33,800
Mr. Seah Boon Chin 10,500 - - 10,500
--------- ----------- --------------------- ---------
10,500 33,800 - 44,300
========= =========== ===================== =========
For six months ended 30 June 2016 (unaudited):
Salaries Retirement
and other scheme contribution
Fees benefits Total
--------- ----------- --------------------- ---------
GBP GBP GBP GBP
Executive directors
Mr. Robert Anthony
Rowland Berkeley - 6,000 - 6,000
Mr. Chu Wai Tak
Jonathan - 6,095 305 6,400
Independent
non-executive director - 12,095 305 12,400
Mr. Seah Boon Chin 11,250 - - 11,250
--------- ----------- --------------------- ---------
11,250 12,095 305 23,650
========= =========== ===================== =========
Notes:
1. Mr.Paniti Junhasavasdikul was appointed on 9 September 2016 and resigned on 30 April 2017.
5. INCOME TAX
No change to income tax arises in the period as there were no
taxable profits in the period. The Company and its subsidiaries,
except the Hong Kong subsidiary, are incorporated in British Virgin
Islands and are not subject to any income tax.
The Hong Kong subsidiary of the Company did not record any
assessable profits during the period (2016: nil).
No deferred tax asset has been recognised in respect of the tax
loss due to the loss are not recognised by the tax authority of
relevant jurisdictions.
6. EARNINGS/ (LOSS) PER SHARE
(a) Basic earnings/ (loss) per share
During the period, the calculation of basic earnings/ (loss) per
share is based on the earnings/ (loss) for the period attributable
to shareholders of GBP1,213,574 (2016: GBP110,211) by the weighted
average number of 212,826,072 ordinary shares in issue during the
period (2016: 212,826,072).
(b) Diluted earnings/ (loss) per share
No adjustment has been made to the basic earnings/ (loss) per
share presented for the six months ended 30 June 2016 and 30 June
2017 in respect of dilution, as the impact of the share options
outstanding had an anti-dilutive effect on the basic earnings/
(loss) per share presented.
7. AVAILABLE-FOR-SALE FINANCIAL ASSETS
Available-for-sale financial assets comprise of:
30 June 31 December
2017 2016
------------- ------------
GBP GBP
(Unaudited) (Audited)
Unlisted equity securities
Andaman Power and Utility Company
Limited - 828,134
Myanmar Allure Group Company Limited 1,507,460 1,588,202
------------- ------------
1,507,460 2,416,336
============= ============
The unlisted equity securities are measured at fair value and
are classified as being subject to Level 3 fair value measurement
methods. Fair value is estimated using Discounted Cash Flow ("DCF")
method. There were no changes in valuation techniques during the
periods.
The movements in the value of individual available-for-sale
financial assets during the period mainly arise from the exchange
realignment.
8. SHARE CAPITAL
Number of
ordinary shares
of GBP0.10 GBP
each
--------------- ---------
Authorised
At 30 June 2016 and 2017 1,000,000,000 N/A
=============== =========
Issued
As at 31 December 2016,
1 January
2017 and 30 June 2017 212,826,072 6,284,194
=============== =========
All issued shares rank pari passu in all respects with the
existing ordinary shares of the Company.
9. CONVERTIBLE LOAN
The Company issued a two year convertible loan with principal
amount of GBP100,000, bearing interest at a rate of 15% per annum,
to Nature Cove Holdings Limited ("Nature Cove") on 7 December 2016.
The convertible loan entitled Nature Cove to convert the loan into
ordinary shares in the Company at any time between the date of
issue of the convertible loan and the date of maturity on 1
December 2018 at the lower of conversion price of GBP 0.03 per
ordinary share or the market price. If the convertible loan was not
converted, it would be redeemed on 1 December 2018 at the principal
amount outstanding plus accrued interest.
The convertible loan contains a liability component and a
conversion option derivative. The convertible loan was designated
at fair value through profit or loss entirely and measured at fair
value with changes in fair value recognised in profit or loss. The
convertible loan was repaid in full during the period.
The movements of the convertible loan note is set out below:
As at 30 Jun As at 31 Dec
2017 2016
GBP GBP
At the beginning period/ year 320,243 -
Issue during the period/ year - 100,000
Repayment during the period/ year (100,000) -
Change in fair value (220,243) 220,243
At the end of the period/ year - 320,243
------------ ------------
The following assumptions were used to calculate the fair values
of the embedded derivatives:
As at
31 Dec 2016
Spot price GBP0.095
Conversion price GBP0.030
Time to maturity 1.9 year
Risk-free rate 0.0844%
Volatility 81%
The monte carlo simulation model has been used to estimate the
fair value of the embedded derivatives. The variables and
assumptions used in computing the fair value of the embedded
derivatives are based on the directors' best estimates. Changes in
variables and assumptions may result in changes in the fair value
of the embedded derivatives.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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