TIDMAPQ

RNS Number : 2221O

APQ Global Limited

29 September 2023

APQ Global Limited

("APQ Global") or the "Company")

Interim results for the period from 1 January 2023 to 30 June 2023

HIGHLIGHTS

For the six months ended 30 June 2023

Financial highlights

Book Value at 30 June 2023 was $5.56m, a decrease of $1.67m from $7.23m since the start of the period. The term "book value" herein includes the assets of APQ Global Limited and its subsidiaries net of any liabilities. The results include the net assets of the Company and its subsidiaries, presented in US dollars.

The key driver behind the decrease in the book value is the foreign exchange losses on the CULS of $2m.

Book Value per share in the period decreased by 2.14 cents from 9.21 to 7.07 cents.

Loss per share for the period was $ 0.01978 (six months ended 30 June 2022: $0.14117).

Dividends paid are considered a Key Performance Indicator (KPI) of the business. No dividends were paid in the 6 months period ended 30 June 2023 (6 months ended 30 June 2022: none).

For further enquiries, please contact:

 
  APQ Global Limited 
   Bart Turtelboom, Chief Executive Officer     020 3478 9708 
  Wayne Bulpitt, Non-Executive Chairman 
 
  Singer Capital Markets - Nominated 
   Adviser and Broker 
   James Maxwell / Justin McKeegan              020 7496 3000 
 
  Carey Group - TISE sponsor 
   Claire Torode                                01481 737 279 
 
  Investor Relations 
 

IR@APQGlobal.com

Notes to Editors

APQ Global Limited

APQ Global (ticker: APQ LN) is an emerging markets company incorporated in Guernsey. The Company focuses its investment activities globally (in Asia, Latin America, Eastern Europe, the Middle East, Africa and the Channel Islands, particularly).

The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses as well as earning revenue from income generating operating activities in capital markets[1]. APQ Global run a well-diversified and liquid portfolio, take strategic stakes in selected businesses and plan to take operational control of companies through the acquisition of minority and majority stakes in companies with a focus on emerging markets.

(1) Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.

Business highlights

APQ Global, via its subsidiaries Delphos MMJ 1, LLC and Delphos MMJ 2, LLC acquired 100% of MMJ Partners LP, a limited partnership incorporated in United States of America for a total consideration of $100 and made further capital contributions to that entity totalling $500,000 during the period ended 30 June 2023.

During April 2023, the Company announced a tender offer for up to 100% of the Company's CULS at a discount of 50%. 80 of the 6,000 units of CULS with a nominal value of $503,704 were validly tendered and were settled for an amount of $249,380 resulting in a gain on settlement of $254,324.

Financial position

 
  The Company's financial position at 30 June 2023 is summarised     30 June 2023 
   as: 
                                                                                $ 
 
  Investments                                                          26,606,775 
  Fixed assets                                                             65,391 
  Cash at banks/brokers                                                 9,567,521 
  Short term receivables                                                4,189,450 
  Private loans                                                           850,000 
  Other assets                                                          1,077,925 
  Total assets                                                         42,357,062 
                                                                   -------------- 
 
  CULS liability                                                       35,991,301 
  Other liabilities                                                       807,710 
                                                                   -------------- 
  Total liabilities                                                    36,799,011 
                                                                   -------------- 
 
  Total equity                                                          5,558,051 
                                                                   ============== 
 

HIGHLIGHTS

For the six months ended 30 June 2023

Financial position (continued)

The group investments are made up of:

 
                                                         30 June 2023 
                                                                    $ 
 
  Deutsche Lufthansa-Reg                                    1,230,648 
  HSBC Holdings Plc                                         2,292,155 
  Ishares MSCI Brazil ETF                                   3,405,150 
  Standard Chartered Plc                                      911,749 
  Anglo American Plc                                          823,288 
  Glencore Plc                                              1,299,765 
  Rio Tinto Plc                                             1,457,813 
  Intesa Sanpaolo                                             856,500 
  Banco Santander Sa                                          886,328 
  ARGTES 15 1/2 10/17/26 Corp                                 508,865 
  FX Hedges                                                 (151,562) 
  Palladium Trust Services (Private Company)                   30,254 
  New Markets Media & Intelligence (Private Company)          744,595 
  Parish Group (Private Company)                            3,611,106 
  Delphos International Ltd (Private Company)               6,263,000 
  Delphos Canada Limited (Private Company)                    705,556 
  Promethean Trustees (Private Company)                        27,939 
  Promethean Advisory (Private Company)                       582,768 
  Delphos MMJ (Private Company)                               500,000 
  Delphos Services Limited (Private Company)                  620,858 
 
  Total equity                                             26,606,775 
                                                       ============== 
 

Notes:

1. The figures in the table above are estimates only and are based on unaudited estimated valuations in accordance with the Company's valuation policy. Such estimates may differ materially from any actual results.

2. Publicly traded securities are valued using close prices on the relevant exchange as at 30 June 2023 (source: Bloomberg).

   3.     Direct investments valuation provided by an independent third party as at 31 December 2022. 

4. All non-USD balances converted to USD using the WM/Refinitiv FX benchmark rates with 4.00 p.m. fixing on 30 June 2023 (source: Bloomberg).

STATEMENT OF DIRECTORS' RESPONSIBILITIES

We confirm that to the best of our knowledge:

-- the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and gives a true and fair view of the assets, liabilities, financial position and profit of the group as required by DTR 4.2.4R;

   --      the half yearly report includes a fair review of the information required by: 

o DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

o DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period.

For and on behalf of the Board

Wayne Bulpitt

Chairman, APQ Global Limited

   Date:     29 September 2023 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

For the six months ended 30 June 2023

 
                                                                For the         For the 
                                                             six months      six months 
                                                    Note          ended           ended 
                                                                30 June         30 June 
                                                                   2023            2022 
                                                                      $               $ 
 
  Turnover                                          4         6,375,876       5,519,712 
 
  Net loss on financial assets at fair value 
   through profit and loss                          13      (2,822,709)    (16,679,054) 
 
  Administrative expenses                           5       (4,242,288)       1,310,886 
 
  Operating loss for the period before tax                    (689,121)     (9,848,456) 
 
  Interest receivable                               8            73,612           7,100 
 
  Finance costs                                     9       (1,191,861)     (1,227,892) 
 
  Net gain on financial liabilities at fair 
   value through profit and loss                    16          254,324               - 
 
  Loss on ordinary activities before taxation               (1,553,046)    (11,069,248) 
 
  Tax on loss on ordinary activities                                  -               - 
 
  Loss on ordinary activities before taxation               (1,553,046)    (11,069,248) 
 
  Other comprehensive income                                          -               - 
 
  Total comprehensive loss for the period                   (1,553,046)    (11,069,248) 
 
  Basic and diluted earnings per share              10        (0.01978)       (0.14117) 
 
 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)----

As at 30 June 2023

 
                                                                   30 June     31 December 
                                                                      2023            2022 
                                                     Note                $               $ 
  Assets 
  Non-current assets 
  Property, plant and equipment                       12            23,955          26,982 
  Right of use assets                                 21            41,436          82,872 
  Investments                                         13        35,839,865      38,162,574 
                                                           ---------------  -------------- 
  Total non-current assets                                      35,905,256      38,272,428 
 
  Current assets 
  Trade and other receivables                         14         5,733,751       3,055,956 
  Cash and cash equivalents                                        552,429         586,040 
                                                           ---------------  -------------- 
  Total current assets                                           6,286,180       3,641,996 
 
  Total assets                                                  42,191,436      41,914,424 
                                                           ===============  ============== 
 
 
  Current liabilities 
  Trade and other payables                            15         (642,084)       (756,296) 
                                                           ---------------  -------------- 
  Total current liabilities                                      (642,084)       (756,296) 
 
  Long term liabilities 
  3.5% Convertible Unsecured Loan Stock               16      (35,991,301)    (33,922,606) 
  Total long-term liabilities                                ( 35,991,301)    (33,922,606) 
 
  Net assets                                                     5,558,051       7,235,522 
                                                           ===============  ============== 
 
  Equity 
  Share capital                                       17       100,141,648     100,141,648 
  Equity component of 3.5% Convertible Unsecured 
   Loan Stock                                         16         6,832,347       6,919,355 
  Other capital reserves                              18                 -          37,417 
  Retained earnings                                           (96,488,431)    (94,935,385) 
  Exchange reserve                                             (4,927,513)     (4,927,513) 
 
  Total equity                                                   5,558,051       7,235,522 
                                                           ===============  ============== 
 
  Net asset value per ordinary share (cents)                          7.07            9.21 
                                                           ===============  ============== 
 

The Financial Statements were approved by the Board of Directors of APQ Global Limited and signed on September 2023 on its behalf by:

    ___________________                    ___________________ 
   Bart Turtelboom                                  Philip Soulsby 
   Chief Executive Officer                     Director 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

For the six months ended 30 June 2022

 
                                                                  Other 
                                               CULS equity      capital        Retained       Exchange 
                            Share capital        component     reserves        earnings        reserve           Total 
                                        $                $            $               $              $               $ 
  At 1 January 2022           100,005,450        6,919,355      167,331    (78,570,633)    (4,927,513)      23,593,990 
 
  Comprehensive income 
   for the period 
  Loss for the period                   -                -            -    (11,069,248)              -    (11,069,248) 
 
  Total comprehensive 
   income for the period                -                -            -    (89,639,881)              -      12,524,742 
 
  Contributions by and 
  distributions to 
  owners 
  Share based payments                  -                -       14,039               -              -          14,039 
  Share based payments 
   settled in cash                      -                -      (6,736)               -              -         (6,736) 
  Share reversal                        -                -            -               -              -               - 
  Equity Dividends                 68,099                -     (68,099)               -              -               - 
 
  As at 30 June 2022          100,073,549        6,919,355      106,535    (89,639,881)    (4,927,513)      12,532,045 
                          ===============  ===============  ===========  ==============  =============  ============== 
 
 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) (continued)

For the six months ended 30 June 2023

 
 
                                                                   Other 
                                               CULS equity       capital        Retained       Exchange 
                            Share capital        component      reserves        earnings        reserve          Total 
                                        $                $             $               $              $              $ 
  At 1 January 2023           100,141,648        6,919,355        37,417    (94,935,385)    (4,927,513)      7,235,522 
 
  Comprehensive income 
   for the period 
  Loss for the period                   -                -             -     (1,553,046)              -    (1,553,046) 
 
  Total comprehensive 
   income for the period                -                -             -     (1,553,046)              -    (1,553,046) 
 
  Contributions by and 
  distributions to 
  owners 
  Share based payments 
   settled in cash                      -                -       (3,368)               -              -        (3,368) 
  Reversal of 
   share-based payment 
   expense 
   recognised in prior 
   periods                              -                -      (34,050)               -              -       (34,050) 
  Settlement of CULS                    -         (87,008)             -               -              -       (87,008) 
 
  As at 30 June 2023          100,141,648        6,832,347             -    (96,488,431)    (4,927,513)      5,558,051 
                          ===============  ===============  ============  ==============  =============  ============= 
 
 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)

For the six months ended 30 June 2023

 
                                                                     For the         For the 
                                                                  six months      six months 
                                                                       ended           ended 
                                                                     30 June         30 June 
                                                                        2023            2022 
  Cash flow from operating activities                    Note              $               $ 
 
  Cash generated from operations 
  Loss for the financial period                                  (1,553,046)    (11,069,248) 
  Adjustments for non-cash income and expenses 
  Equity settled share-based payments                     19        (34,049)          14,039 
  Depreciation tangible fixed assets                      12           8,794           8,405 
  Depreciation right of use assets                                    41,436          40,094 
  Net loss on financial assets at fair value 
   through profit and loss                                13       2,822,709      16,679,054 
  Net gain on financial liabilities at fair 
   value through profit and loss                          16       (254,324)               - 
  Exchange rate fluctuations                                       1,904,726     (3,811,117) 
  Changes in operating assets and liabilities 
  Decrease/(increase) in trade and other receivables      14          19,947        (31,628) 
  Decrease in trade and other payables                    15        (77,585)       (187,107) 
  Increase/(decrease) in receivables from 
   group undertakings                                     14     (2,697,742)         560,767 
  Increase/(decrease) in payables from group 
   undertakings                                           15           2,595       (129,876) 
                                                               -------------  -------------- 
  Cash generated from operations                                     183,461       2,073,383 
 
  Interest receivable                                     8         (73,612)         (7,100) 
  Finance costs                                           9        1,191,861       1,227,892 
 
  Net cash inflow from operating activities                        1,301,710       2,744,176 
 
  Cash flow from investing activities 
  Payments to acquire investments                         13       (500,000)     (1,400,000) 
  Payments to acquire property, plant and 
   equipment                                              12         (5,767)         (9,028) 
  Interest received                                       8           73,612           7,100 
 
  Net cash outflow from investing activities                       (432,155)     (1,401,928) 
 
  Cash flow from financing activities 
  Equity dividends paid                                   11               -               - 
  Preference share dividends paid                         9                -               - 
  Interest on CULS                                        16       (643,080)       (669,427) 
  Settlement of CULS as a discount                        16       (249,380)               - 
  Cash settled share-based payments                       18         (3,368)         (6,736) 
  Payments for lease rental                               19        (44,112)        (55,395) 
 
  Net cash outflow from financing activities                       (939,940)       (731,558) 
 
  Net (decrease)/increase in cash and cash 
   equivalents                                                      (70,385)       1,160,689 
 
  Cash and cash equivalents at beginning of 
   period                                                            586,040         670,644 
 
  Exchange rate fluctuations on cash and cash 
   equivalents                                                        36,774        (47,182) 
 
  Cash and cash equivalents at end of period                         552,429       1,784,151 
                                                               -------------  -------------- 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) (CONTINUED)

For the six months ended 30 June 2023

 
                                                          For the        For the 
                                                       six months     six months 
                                                            ended          ended 
                                                          30 June        30 June 
                                                             2023           2022 
                                                                $              $ 
  Reconciliation of cash flows to debt 
  Brought forward                                      34,005,478     37,108,863 
  Cash flows used in servicing interest payments 
   of CULS                                              (643,080)      (669,427) 
  Cash flows used in principal payments of 
   lease liabilities                                     (44,112)       (55,395) 
  Cash flows used in settlement of CULS                 (162,372)              - 
  Non cash flows - gain on settlement of CULS           (254,324)              - 
   issue 
  Non cash flows - amortisation of discount 
   on CULS issue                                        1,189,156      1,225,319 
  Non cash flows - amortisation of discount 
   on lease liabilities                                     2,705          2,573 
  Exchange differences                                  1,941,500    (3,858,300) 
  Closing balance                                      36,034,951     33,753,633 
                                                    -------------  ------------- 
 
  Net debt comprises the following: 
  Convertible Unsecured Loan Stock                     35,991,301     33,715,582 
  Lease liabilities                                        43,650         38,051 
                                                    -------------  ------------- 
                                                       36,034,951     33,753,633 
                                                    -------------  ------------- 
 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

1. Corporate information

The interim consolidated financial statements of APQ Global Limited (the "Group") for the six months ended 30 June 2023 were authorised for issue in accordance with a resolution of the Board of Directors on 29 September 2023. The Company is incorporated as a limited company in Guernsey. The Company was incorporated on 10 May 2016 for an unlimited duration in accordance with the Companies (Guernsey) Law, 2008 . The Company's registered office is at PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, Guernsey, GY1 3HT.

The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses in emerging markets as well as earning revenue from income generating operating activities [2] .

The Company and its subsidiaries have no investment restrictions and no maximum exposure limits will apply to any investments made by the Group, unless otherwise determined and set by the Board from time to time. No material change will be made to the Company's or subsidiaries objective or investing policy without the approval of Shareholders by ordinary resolution.

The Group's investment activities are managed by the Board.

The shares are quoted on The International Stock Exchange for informational purposes. The ordinary shares are admitted to trading on AIM.

2. Significant accounting policies

2.1 Basis of preparation

These interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2022 Annual Report.

Taking account of the financial resources available to the Company, the directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook. After making enquiries the directors have a reasonable expectation that the Company has adequate resources for the foreseeable future, a period of not less than twelve months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

2.2 Basis of accounting

APQ Global Limited has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2022 annual financial statements.

2.3 Functional and presentational currency

The Company's presentational and functional currency is US Dollars.

2.4 Fair value measurement

The Company measures its investments in APQ Cayman Limited, APQ Corporate Services Limited, APQ Knowledge Limited, Delphos Holdings Limited and Evergreen Impact Limited at fair value at each reporting date.

For APQ Cayman Limited this is considered to be the carrying value of the net assets of APQ Cayman Limited. APQ Cayman Limited measures its underlying investments at fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

2. Significant accounting policies (continued)

2.4 Fair value measurement (continued)

The fair value for financial instruments traded in active markets at the reporting date is based on their quoted price (bid price for long positions and ask price for short positions), without any deduction for transaction costs.

For all other financial assets, not traded in an active market, including APQ Corporate Services Limited, APQ Knowledge Limited, Delphos Holdings Limited and Evergreen Impact Limited, the fair value is determined by using valuation techniques deemed to be appropriate in the circumstances. These have been determined in accordance with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines. These guidelines require the valuer to make judgements with regards to the most appropriate valuation method to be used and the results and inputs used to determine these valuations. Valuation methods that may be used include:

-- The income approach - valuation through discounted cash flow forecast of future cash flows or earnings, using appropriate discount rates.

-- The market approach - valuation by comparing the asset being valued to comparable assets for which price information is readily available. This price information can be in the form of transactions that have occurred or market information on companies operating in a similar industry.

-- The cost approach - valuation based on the cost of reproducing or replacing the asset being valued.

The use of these guidelines requires management to make judgements in relation to the inputs utilised in preparing these valuations. These include but are not limited to:

   --      Determination of appropriate comparable assets and benchmarks; and 

-- Adjustments required to existing market data to make it more comparable to the asset being valued.

The use of these guidelines additionally requires management to make significant estimates in relation to the inputs utilised in preparing these valuations. These include but are not limited to:

   --      Future cash flow expectations deriving from these assets; and 
   --      Appropriate discount factors to be used in determining the discounted future cash flows. 

Where an assets fair value cannot be determined the Company measures these assets at a valuation of $nil. For assets and liabilities that are measured at fair value on a recurring basis, the Company identifies transfers between levels in the hierarchy by re-assessing the categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) and deems transfers to have occurred at the beginning of each reporting period.

3. Segment Information

For management purposes, the Group is organised into one main operating segment, which invests in equities and credit, government and local currency bonds. All of the Group's activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.

The following table analyses the Group's assets by geographical location. The basis for attributing the assets are the place of listing for the securities or for non-listed securities, country of domicile.

 
                         30 June       30 June 
                            2023          2022 
   Group                       $             $ 
 
  Cayman              22,753,789    28,971,027 
  United Kingdom         480,794       480,794 
  Guernsey            18,956,853    15,092,820 
  Europe                       -     2,180,678 
                      42,191,436    46,725,319 
                    ============  ============ 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

4. Analysis of turnover

 
                                                      For the        For the 
                                                   six months     six months 
                                                        ended          ended 
                                                      30 June        30 June 
                                                         2023           2022 
                                                            $              $ 
 
  Dividends received from APQ Cayman Limited        6,375,876      5,519,712 
                                                =============  ============= 
 

5. Analysis of administrative expenses

 
                                                          For the        For the 
                                                       six months     six months 
                                                            ended          ended 
                                                          30 June        30 June 
                                                             2023           2022 
                                                                $              $ 
 
  Personnel expenses                                      370,503        420,954 
  Depreciation of tangible fixed assets expenses            8,794          8,405 
  Depreciation of right of use assets                      41,436         40,094 
  Payments on short term leases                            94,141         61,556 
  Audit fees                                               99,263         78,205 
  Nominated advisor fees                                   30,591              - 
  Administration fees and expenses                        154,722        107,651 
  Director's remuneration                                 107,448        115,180 
  Other expenses                                          640,773        232,732 
  Professional fees                                       943,729      1,564,016 
  Share based payment expenses                           (34,050)         14,039 
  Insurance                                                 5,794          8,988 
  Recharge of expenses to APQ Cayman Limited            (185,617)      (180,577) 
  Net exchange (gains)/losses                           1,964,761    (3,782,129) 
 
                                                        4,242,288    (1,310,886) 
                                                    =============  ============= 
 

6. Director's remuneration

 
                                                         For the        For the 
                                                      six months     six months 
                                                           ended          ended 
                                                         30 June        30 June 
                                                            2023           2022 
                                                               $              $ 
 
  Director's remuneration                                107,448        115,180 
  Share based payment expenses                                 -         11,231 
 
                                                         107,448        126,411 
                                                   =============  ============= 
 
  The highest paid director was Bart Turtelboom 
   (2022: Bart Turtelboom)*                               14,912         26,701 
                                                   =============  ============= 
 
  Average number of directors in the year                      4              4 
                                                   =============  ============= 
 
 

* Full breakdown of Director remuneration is shown in note 21, including director remuneration from other group entities.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

7. Personnel expenses

 
                                                              For the         For the 
                                                           six months      six months 
                                                                ended           ended 
                                                              30 June         30 June 
                                                                 2023            2022 
                                                                    $               $ 
 
  Short term benefits - wage and salaries                     142,911         133,295 
  Short term benefits - social security 
   costs                                                       11,561          10,695 
  Short term benefits - other benefits                        210,314         271,632 
  Short term benefits - Share based payment 
   expenses                                                         -           2,808 
  Post-employment benefits                                      5,717           5,332 
 
                                                              370,503         423,762 
                                                      ===============  ============== 
 
  Personnel expenses include expenses per note 5 and the portion of share 
   based payments relating to individuals who are not directors of the Company. 
 
  Key management personnel expenses, excluding director's remuneration 
   detailed in note 6, is as follows: 
 
  Short term benefits - other benefits                        206,027         264,656 
  Short term benefits - Share based payment 
   expenses                                                         -           2,808 
                                                      ---------------  -------------- 
                                                              206,027         267,464 
                                                      ===============  ============== 
 

8. Interest receivable

 
                                                    For the        For the 
                                                 six months     six months 
                                                      ended          ended 
                                                    30 June        30 June 
                                                       2023           2022 
                                                          $              $ 
 
  Loan interest receivable from Palladium 
   Trust Services Limited                                 -          7,100 
  Loan interest receivable from Delphos 
   Holdings Limited                                  28,333              - 
  Loan interest receivable from Delphos 
   International Limited                             41,919              - 
  Loan interest receivable from Promethean 
   Advisory Limited                                   2,811              - 
  Bank Interest Receivable                              549              - 
 
                                                     73,612          7,100 
                                              =============  ============= 
 

9. Finance costs

 
                                                    For the        For the 
                                                 six months     six months 
                                                      ended          ended 
                                                    30 June        30 June 
                                                       2023           2022 
                                                          $              $ 
 
  Interest on 3.5% Convertible Unsecured 
   Loan Stock 2024                                1,189,156      1,225,319 
  Discount on unwinding of lease liability            2,705          2,573 
 
                                                  1,191,861      1,227,892 
                                              =============  ============= 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

10. Earnings Per Share

The basic and diluted earnings per shares are calculated by dividing the profit or loss by the average number of ordinary shares outstanding during the period.

 
                                                     For the         For the 
                                                  six months      six months 
                                                       ended           ended 
                                                     30 June         30 June 
                                                        2023            2022 
                                                           $               $ 
 
  Total comprehensive income for the period      (1,553,046)    (11,069,248) 
  Average number of shares in issue               78,514,452      78,408,067 
 
  Earnings per share                               (0.01978)       (0.14117) 
                                               =============  ============== 
 
 

The Group had share awards vested but not yet issued, which are not dilutive in 2023, as the impact of dilution would be to decrease the loss per share. The impact of these share awards would have no impact on the total comprehensive income/loss for the year. They would increase the weighted average number of shares by 58,414 (30 June 2022: 58,414).

The Group has 5,920 (30 June 2022: 6,000) units of Convertible Loan Stock which are potentially dilutive if converted into ordinary shares. This would increase the weighted average number of shares by 5,920 (30 June 2022: 6,000) exercise price on these conversion options currently exceeds the traded share price of APQ Global. These are not currently dilutive (30 June 2022: not dilutive).

11. Dividends

No dividends were declared in the period ended 30 June 2023 nor the period ended 30 June 2022.

The stated dividend policy of the Company is to target an annualised dividend yield of 6% based on the Placing Issue Price. Due to the residual impact of Covid-19 and unrest in Ukraine, the Company has ceased all dividends until further notice.

There is no guarantee that any dividends will be paid in respect of any financial period. The ability to pay dividends is dependent on a number of factors including the level of income returns from the Group's investments. There can be no guarantee that the Group will achieve the target rates of return referred to in this document or that it will not sustain any capital losses through its activities.

12. Property, plant and equipment

 
                                   Office        Furniture        Leasehold 
                                equipment     and fixtures     improvements      Total 
                                        $                $                $          $ 
  Cost 
  At 1 January 2023               114,600           20,251           34,588    169,439 
  Additions during the 
   period                           5,767                -                -      5,767 
  At 30 June 2023                 120,367           20,251           34,588    175,206 
                             ============  ===============  ===============  ========= 
 
  Accumulated depreciation 
  At 1 January 2023                88,043           19,826           34,588    142,457 
  Charge for the period             8,682              112                -      8,794 
  At 30 June 2023                  96,725           19,938           34,588    151,251 
                             ============  ===============  ===============  ========= 
 
  Net book value 
  At 30 June 2023                  23,642              313                -     23,955 
                             ============  ===============  ===============  ========= 
 
  At 31 December 2022              26,557              425                -     26,982 
                             ============  ===============  ===============  ========= 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

13. Investments

 
 
                                           APQ Corporate 
                                                Services      APQ Knowledge      Delphos 
                                APQ              Limited            Limited     Holdings 
                     Cayman Limited                                              Limited                 Total 
                                  $                    $                  $            $                     $ 
  At 1 
   January 
   2023                  26,197,356            4,252,067            744,595    6,968,556            38,162,574 
  Additions                       -                    -                  -      500,000               500,000 
  Fair value 
   movement             (3,443,567)                    -                  -      620,858           (2,822,709) 
 
  At 30 June 
   23                    22,753,789            4,252,067            744,595    8,089,414            35,839,865 
               ====================  ===================  =================  ===========  ==================== 
 

The Company meets the definition of an investment entity, it is therefore required to measure its investments, including its subsidiary undertakings at fair value. Subsidiary undertakings whose primary purpose is to support the investment activities of the Company are consolidated on a line for line basis. Subsidiary undertakings which act as an investment holding company are valued based on the underlying trading investment companies they hold. These investments are held solely for capital appreciation and investment income and measured at fair value through profit and loss ("FVTPL").

Investments in subsidiaries

The following tables outlines the subsidiary undertakings of the Company:

 
                Country                            Immediate                   Acquisition/ 
                of                 Registered      Parent         Holding      Incorporation 
  Name          incorporation      Office          Company         %           Date               Activity        Recognition 
 
  APQ           England            22a St.         APQ            100          10 August          Investment      Consolidated 
  Partners       and Wales         James's         Global                       2016               support 
  LLP                              Square,         Limited 
                                   London, 
                                   SW1Y 4JH 
 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

13. Investments (continued)

Investments in subsidiaries

The following tables outlines the subsidiary undertakings of the Company:

 
                    Country                             Immediate                   Acquisition/ 
                    of                 Registered       Parent         Holding      Incorporation 
  Name              incorporation      Office           Company         %           Date               Activity        Recognition 
  APQ Cayman        Cayman             Mourant          APQ            100          10 August          Investment      FVTPL 
   Limited          Islands            Ozannes          Global                       2016               entity 
                                       Corporate        Limited 
                                       Services 
                                       (Cayman) 
                                       Limited, 
                                       94 Solaris 
                                       Avenue, 
                                       Camana 
                                       Bay, PO Box 
                                       1348, Grand 
                                       Cayman 
                                       KY1-1108 
  APQ               Guernsey           PO Box 142,      APQ            100          10 January         Investment      FVTPL 
  Corporate                            Suite 2,         Global                       2019               holding 
  Services                             Block            Limited                                         company 
  Limited                              C, Hirzel 
                                       Court, St 
                                       Peter 
                                       Port, GY1 
                                       3HT 
  APQ               Guernsey           PO Box 142,      APQ            100          1 March            Investment      FVTPL 
  Knowledge                            Suite 2,         Global                       2019               holding 
  Limited                              Block            Limited                                         company 
                                       C, Hirzel 
                                       Court, St 
                                       Peter 
                                       Port, GY1 
                                       3HT 
  New Markets       England            22a St.          APQ            100          26 February        Trading         FVTPL 
  Media &            and Wales         James's          Knowledge                    2019(1)           investment 
  Intelligence                         Square,          Limited                                        company 
  Ltd                                  London, 
                                       SW1Y 4JH 
  Palladium         Seychelles         Global           APQ            100          22 February        Trading         FVTPL 
  Finance                              Gateway 8,       Corporate                    2019(2)           investment 
  Group                                Rue              Services                                       company 
  Limited                              de la            Limited 
                                       Perle, 
                                       Providence, 
                                       Seychelles 
  Palladium         New Zealand        Level 8,         APQ            100          22 February        Trading         FVTPL 
  Trust                                AIG              Corporate                    2019(2)           investment 
  Company                              Building,        Services                                       company 
  (NZ) Limited                         41               Limited 
                                       Shortland 
                                       Street, 
                                       Auckland, 
                                       New Zealand 
                                       1010 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

13. Investments (continued)

 
                      Country                             Immediate                   Acquisition/ 
                      of                 Registered       Parent         Holding      Incorporation 
  Name                incorporation      Office           Company         %           Date               Activity        Recognition 
  Palladium           England            22a St.          APQ            100          22 February        Trading         FVTPL 
  Trust Services       and Wales         James's          Corporate                    2019(2)           investment 
  Ltd                                    Square,          Services                                       company 
                                         London,          Limited 
                                         SW1Y 4JH 
  Delphos             United States      2121 K St,       Delphos        100          3 March 2020       Trading         FVTPL 
  International,                         NW STE 620,      Holdings                                       investment 
  Ltd                                    Suite 1020,      Limited                                        company 
                                         Washington, 
                                         DC 20037 
  Parish              Guernsey           PO Box 142,      APQ            100          29 January         Trading         FVTPL 
  Corporate                              Suite 2,         Corporate                    2020              investment 
  Services                               Block            Services                                       company 
  Limited                                C, Hirzel        Limited 
                                         Court , St 
                                         Peter 
                                         Port, GY1 
                                         3HT 
  Parish Group        Guernsey           PO Box 142,      APQ            100          29 January         Trading         FVTPL 
   Limited(1)                            Suite 2,         Corporate                    2020              investment 
                                         Block            Services                                       company 
                                         C, Hirzel        Limited 
                                         Court , St 
                                         Peter 
                                         Port, GY1 
                                         3HT 
  Parish              Guernsey           PO Box 142,      APQ            100          29 January         Trading         FVTPL 
  Nominees                               Suite 2,         Corporate                    2020              investment 
  Limited                                Block            Services                                       company 
                                         C, Hirzel        Limited 
                                         Court , St 
                                         Peter 
                                         Port, GY1 
                                         3HT 
  Parish              Guernsey           PO Box 142,      APQ            100          29 January         Trading         FVTPL 
  Trustees                               Suite 2,         Corporate                    2020              investment 
  Limited                                Block            Services                                       company 
                                         C, Hirzel        Limited 
                                         Court , St 
                                         Peter 
                                         Port, GY1 
                                         3HT 
  Delphos FMA         Canada             202-230 ch.      Delphos        70           20 January         Trading         FVTPL 
  - Frontier                             du Golf,         Holdings                     2021              investment 
  Markets                                Montreal,        Limited                                        company 
  Advisors                               QC H3E 2A8, 
  Inc                                    Canada 
  Delphos             Guernsey           PO Box 142,      APQ            100          13 August          Investment      FVTPL 
  Holdings                               Suite 2,         Global                       2021               holding 
  Limited                                Block            Limited                                         company 
                                         C, Hirzel 
                                         Court , St 
                                         Peter 
                                         Port, GY1 
                                         3HT 
  Delphos Impact      Guernsey           PO Box 142,      Delphos        100          18 August          Trading         FVTPL 
  Limited                                Suite 2,         Holdings                     2021              investment 
  (formerly                              Block            Limited                                        company 
  Delphos                                C, Hirzel 
  Capital                                Court , St 
  Limited)                               Peter 
                                         Port, GY1 
                                         3HT 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

13. Investments (continued)

 
  Evergreen        Guernsey        PO Box 142,      APQ Global      50         10 August        Trading          FVTPL 
  Impact                           Suite 2,          Limited                    2021            management 
  Limited                          Block                                                        consultancy 
                                   C, Hirzel 
                                   Court , St 
                                   Peter 
                                   Port, GY1 
                                   3HT 
  Delphos          England         22a St.          Delphos         97         6 October        Trading          FVTPL 
  Partners          and Wales      James's          Holdings                    2021             investment 
  LLP                              Square,          Limited                                      company 
                                   London, 
                                   England, 
                                   SW1Y 
                                   4JH 
  Delphos          Guernsey        PO Box 142,      Delphos         100        27               Trading          FVTPL 
  Services                         Suite 2,         Holdings                   September         services 
  Limited                          Block            Limited                    2021              company 
                                   C, Hirzel 
                                   Court , St 
                                   Peter 
                                   Port, GY1 
                                   3HT 
  Promethean       Malta           35/14 Salvu      APQ             100        4 July 2022      Trading          FVTPL 
  Trustees                         Psaila           Corporate                                    investment 
  Limited                          Street,          Services                                     company 
  (previously                      Birkirkara,      Limited 
  WDM                              BKR 9072, 
  Trustees                         Malta 
  Limited)(1) 
  Promethean       Malta           35/14 Salvu      Promethean      100        4 July 2022      Trading          FVTPL 
  Advisory                         Psaila           Trustees                                     services 
  Limited                          Street,          Limited                                      company 
  (previously                      Birkirkara, 
  WDM Lex                          BKR 9072, 
  Advisory                         Malta 
  Ltd)(1) 
  Delphos MMJ      United          The              Delphos         100        18 March         Trading          FVTPL 
   1, LLC(2)       States          Corporation      Holdings                   2022              investment 
                   of America      Trust            Limited                                      company 
                                   Center, 
                                   1209 Orange 
                                   Street, 
                                   Wilmington, 
                                   Delaware 
                                   19801 
  Delphos MMJ      United          The              Delphos         100        18 March         Trading          FVTPL 
   2, LLC(2)       States          Corporation      Holdings                   2022              investment 
                   of America      Trust            Limited                                      company 
                                   Center, 
                                   1209 Orange 
                                   Street, 
                                   Wilmington, 
                                   Delaware 
                                   19801 
  MMJ              United          The              Delphos         99.67      20 February      Trading          FVTPL 
  Partners         States          Corporation      MMJ                         2023            management 
  LP(2)            of America      Trust            1, LLC(4)                                   consultancy 
                                   Center, 
                                   1209 Orange 
                                   Street, 
                                   Wilmington, 
                                   Delaware 
                                   19801 
  MMJ              United          The              Delphos         0.33       20 February      Trading          FVTPL 
  Partners         States          Corporation      MMJ                         2023            management 
  LP(2)            of America      Trust            2, LLC(4)                                   consultancy 
                                   Center, 
                                   1209 Orange 
                                   Street, 
                                   Wilmington, 
                                   Delaware 
                                   19801 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

13. Investments (continued)

(1) On 4 July 2022, APQ Corporate Services Limited, a wholly owned subsidiary of the Company, acquired 100% of the equity in Promethean Trustees Limited (previously WDM Trustees Limited) and its subsidiary Promethean Advisory Limited (previously WDM Lex Advisory Ltd) for a cash consideration of EUR500,000 ($538,404).

(2) On 18 March 2022, APQ Global Limited incorporated Delphos MMJ 1, LLC and Delphos MMJ 2, LLC for the purposes of acquiring MMJ Partners LP, an investment broker in United States of America. The acquisition was concluded on 20 February 2023 for a consideration of $100 with a further $500,000 being contributed to MMJ Partners LP.

Valuation techniques

APQ Cayman Limited has a portfolio of tradable assets and liabilities which it values at fair value using the same policies as the Company. The Company is able to redeem its holding of APQ Cayman Limited at its net asset value. Fair value of the investment in APQ Cayman Limited is therefore measured at its Net Asset Value ("NAV"). NAV is determined based on the observable market values of its portfolio of assets and liabilities.

Fair value of the investment in APQ Corporate Services Limited, has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through the income approach, incorporating comparison with external sources and the expected cash flows of the investment. The income approach was determined to be the most appropriate as the underlying investments are revenue generating businesses.

Fair value of the investment in Delphos Holdings Limited, has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through the income approach, incorporating comparison with external sources and the expected cash flows of the investment. The income approach was determined to be the most appropriate as the underlying investments are revenue generating businesses.

The investment in APQ Knowledge Limited was completed on 1 March 2019. Fair value has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through the income approach, incorporating comparison with external sources and the expected cash flows of the investment. The income approach was determined to be the most appropriate as the underlying investments are revenue generating businesses.

Listed investments are measured at fair value using the current market bid price for the underlying equity as quoted on the applicable stock exchange the security is traded on.

Unlisted managed funds

The Company classifies its investments into the three levels of the fair value hierarchy based on:

Level 1: Quoted prices in active markets for identical assets or liabilities;

Level 2: Those involving inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

Level 3: Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company has classified its investments in APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact and APQ Knowledge Limited as level 3 as the inputs utilised in valuing the investments are deemed to be unobservable, as they are private investments. The most significant unobservable input used in the fair value of the investments in APQ Corporate Services Limited, Delphos Holdings Limited and APQ Knowledge Limited are the future expected cash flows of the investments these companies hold, used in deriving a valuation using discounted cash flows.

Valuation is determined for these holding companies by the value of the underlying investments held.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

13. Investments (continued)

Unlisted managed funds

The unobservable inputs of future cash flows could not be reliably determined due to the pre-revenue nature of the business and therefore the most reliable fair value to be determined was $nil. The movements in the investments in the year are shown above. Sensitivity to these inputs are discussed in Note 25.

The Company has classified its investments in APQ Cayman Limited as level 3. Valuation is determined based on the NAV. The majority of underlying assets and liabilities of APQ Cayman Limited are held at fair value based on observable markets.

The listed investments are designated as Level 1 instruments in the fair value hierarchy as fair value can be determined by the quoted market price for these assets. The movement of investments classified by level is as per the below.

 
                                             Level 
                            Level 1              2         Level 3          Total 
                                  $              $               $              $ 
 
  At 1 January 2023                 -             -      38,162,574     38,162,574 
  Additions                         -             -         500,000        500,000 
  Fair value movement               -             -     (2,822,709)    (2,822,709) 
 
            -               -                           35,839,865     35,839,865 
  ===========   =============                        =============  ============= 
 
 

14. Trade and other receivables

 
                                    30 June    31 December 
                                       2023           2022 
                                          $              $ 
 
  Trade debtors                     544,097        554,265 
  Amounts due from group 
   undertakings                   5,039,450      2,341,708 
  Prepayments and accrued 
   income                            40,519         45,255 
  Other debtors                     109,685        114,728 
 
                                  5,733,751      3,055,956 
                                ===========  ============= 
 
 

15. Trade and other payables

 
                               30 June    31 December 
                                  2023           2022 
                                     $              $ 
 
  Trade creditors               81,382        127,716 
  Amounts due to group 
   undertakings                312,617        310,022 
  Other creditors               20,548         23,862 
  Accruals                     183,887        211,824 
  Lease liability               43,650         82,872 
 
                               642,084        756,296 
                             =========  ============= 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

16. 3.5% Convertible Unsecured Loan Stock

 
                                           Nominal     Liability        Equity 
                                            number     component     component 
                                           of CULS 
                                                 $             $             $ 
 
  As at 1 January 2023                  41,446,167    33,922,606     6,919,355 
  Amortisation of discount on issue                    1,189,156 
   and issue expenses                            -                           - 
  Interest paid during the period                -     (643,080)             - 
  CULS settled during the period                       (416,696)      (87,008) 
  Exchange differences                           -     1,939,315             - 
 
  As at 30 June 2023                    41,446,167    35,991,301     6,832,347 
                                      ============  ============  ============ 
 

At an Extraordinary General Meeting held on 4 September 2017, Resolutions were passed approving the issue of 4,018 3.5 per cent. convertible unsecured loan stock 2024 ("CULS") to raise GBP20,090,000 before expenses. The CULS were admitted to trading on the International Securities Market, the London Stock Exchange's market for fixed income securities and dealings commenced at 8.00 a.m. on 5 September 2017.

Following Admission there were 4,018 CULS in issue. Holders of the CULS are entitled to convert their CULS into Ordinary Shares on a quarterly basis throughout the life of the CULS, commencing 31 December 2017, and all outstanding CULS will be repayable at par (plus any accrued interest) on 30 September 2024. The initial conversion price is 105.358 pence, being a 10 per cent. premium to the unaudited Book Value per Ordinary Share on 31 July 2017. Following conversion of 80 per cent. or more of the nominal amount of the CULS originally issued, the Company will be entitled to require remaining CULS Holders to convert their outstanding CULS into Ordinary Shares after they have been given an opportunity to have their CULS redeemed.

On 22 January 2018, the Company raised a further GBP10,207,300 ($14,492,418) before expenses through the issue of 1,982 units of 3.5 per cent. convertible unsecured loan stock 2024 in denominations of GBP5,000 ($7,099) nominal each, at an issue price of GBP5,150 ($7,312) per unit.

During April 2023, the Company announced a tender offer for up to 100% of the Company's CULS at a discount of 50%. 80 of the 6,000 units of CULS with a nominal value of $503,704 were validly tendered and were settled for an amount of $249,380 resulting in a gain on settlement of $254,324.

17. Share Capital

The authorised and issued share capital of the Company is 78,559,983 ordinary shares of no par value listed on The International Stock Exchange and AIM. All shares are fully paid up.

Quantitative information about the Company's capital is provided in the statement of changes in equity and in the tables below.

Holders of ordinary shares are entitled to dividends when declared and to payment of a proportionate share of the Companies net asset value on any approved redemption date or upon winding up of the Company. They also hold rights to receive notice, attend, speak and vote at general meetings of the Company.

The Company's objectives for managing capital are:

-- To invest the capital in investments meeting the description, risk exposure and expected return indicated in its listing documents.

-- To maintain sufficient liquidity to meet the expenses of the Company, pay dividends and to meet redemption requests as they arise.

   --      To maintain sufficient size to make the operation of the Company cost-efficient. 

-- The Board has authority to purchase up to 14.99 percent. of the issued Ordinary Share capital of the Company. The Board intends to seek a renewal of this authority at each annual general meeting of the Company. No buy backs occurred during the period under review.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

17. Share Capital (continued)

 
                          Ordinary 
                            shares 
                                No           GBP              $ 
 
  At 1 January 2023     78,559,983    77,099,861    100,141,648 
 
  At 30 June 2023       78,559,983    77,099,861    100,141,648 
                      ============  ============  ============= 
 

During the period ended 30 June 2023, no (period ended 30 June 2022: 12,848) shares were issued as part of the share award scheme as detailed in note 18.

18. Share awards

On 19 April 2017 (and amended 17 July 2018), the Company established a share award scheme for the employees of the Company. The scheme grants the Board the authority to allot share awards or share options with service conditions attached. Share awards or options can only be awarded for performance periods whereby the book value per share (excluding dividend transactions) exceeds the book value per share for all previous performance period ends. The maximum amount of share awards or options is determined by reference to 20% of the increased performance of the current book value per share against all previous performance periods. The Board retains the right to settle these awards in either shares or cash. As the Company does not have a present obligation to settle in cash the awards are all recognised as equity settled share awards.

The first share awards were granted in 2018 with respect to the performance period ended 31 December 2017.

 
                                                     Fair value 
                                                  of instrument                                    Final 
                        Type           No. of           granted                                  vesting 
   Grant date       of award      instruments             pence        Vesting conditions           date 
 
                                                                    Awards vest quarterly 
                                                                     over 5 years provided 
                                                                     the employee is 
  1 January                                                          still in service         31 December 
   2018                 Shares         584,141            128.11     of the Group.                   2022 
 

Fair value for the award dated 1 January 2018 is calculated by reference to the fixed value of cash per share that the Board is at discretion to pay rather than settle the award in shares.

 
                                        2023                           2022 
                                                Weighted                       Weighted 
                                              average of                     average of 
                             Number of        fair value    Number of        fair value 
                                awards     of instrument       awards     of instrument 
                                                   cents                          cents 
 
  Outstanding at 1 
   January                      29,208            128.11      146,036            128.11 
  Shares vested and 
   exercised in a prior 
   period                     (26,579)            128.11            -            128.11 
  Settled in equity                  -            128.11     (53,156)            128.11 
  Settled in cash              (2,629)            128.11      (5,258)            128.11 
  Outstanding at 30 
   June                              -                 -       87,622            128.11 
                           ===========  ================  ===========  ================ 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

18. Share awards (continued)

 
                                      Charge for 
                                    awards to be         Charge for     Total charge 
                                      settled in     awards settled        for share 
                                          Equity            in Cash     based awards 
                                               $                  $                $ 
 
  Period ended 30 June 2023                    -                  -                - 
 
  Period ended 30 June 2022                6,735              7,304           14,039 
 

The unvested portion of the share awards currently granted is $nil (At 30 June 2022: $5,711). Of the awards outstanding, the number vested that are available for settlement amount to nil (At 30 June 2022: 29,207).

19. Leases

Finance lease commitments

The Company's subsidiary, APQ Partners LLP, leases rental space and information with regards to this lease is outlined below:

 
  Right of use asset                Land and 
                                   buildings 
                                           $ 
  Cost 
  At 1 January 2023                  378,264 
                                ------------ 
  At 30 June 2023                    378,264 
                                ------------ 
 
  Accumulated depreciation 
  At 1 January 2023                  295,392 
  Charge for the period               41,436 
                                ------------ 
  At 30 June 2023                    336,828 
                                ------------ 
 
  Net book value 
  At 30 June 2023                     41,439 
                                ============ 
  At 31 December 2022                 82,872 
                                ============ 
 
 
                                       30 June    31 December 
  Lease liability                         2023           2022 
                                             $              $ 
  Balance at start of the period        82,872         83,780 
  Interest on lease liability            2,705          3,263 
  Payments for lease                  (44,112)       (79,490) 
  Exchange differences                   2,185        (7,553) 
  New lease liability                        -         82,872 
 
  Balance at end of the period          43,650         82,872 
                                    ----------  ------------- 
 
  The lease falls due: 
  Within 1 year                         43,650         82,872 
                                        43,650         83,782 
                                    ==========  ============= 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

20. Capital Management

The Group can raise new capital which may be implemented through the issue of a convertible debt instrument, or such other form of equity or debt as may be appropriate. It also has a buy-back authority subject to a maximum buy-back of 14.99 per cent of the issued Ordinary Shares.

The Group's objectives for managing capital are:

   --              To invest the capital into investments through its subsidiaries. 

-- To maintain sufficient liquidity to meet the expenses of the Group and pay dividends.

   --              To maintain sufficient size to make the operation of the Group cost-effective. 

The Group may utilise borrowings in connection with its business activities. Although there is no prescribed limit in the Articles or elsewhere on the amount of borrowings that the Group may incur, the Directors will adopt a prudent borrowing policy and oversee the level and term of any borrowings of the Group and will review the position on a regular basis.

The Group's capital comprises:

 
                                                           30 June     31 December 
                                                              2023            2022 
                                                                 $               $ 
 
  Share capital                                        100,141,648     100,141,648 
  Equity component of 3.5% Convertible Unsecured 
   Loan Stock 2024                                       6,832,347       6,919,355 
  Other capital reserves                                         -          37,417 
  Retained earnings                                   (96,488,431)    (94,935,385) 
  Exchange reserve                                     (4,927,513)     (4,927,513) 
 
  Total shareholders' funds                              5,558,051       7,235,522 
                                                    ==============  ============== 
 

21. Related party transactions

Wayne Bulpitt founded the Active Group, now renamed the Aspida Group, who acted as administrator until 10 June 2020; he is also a shareholder of the Company.

Bart Turtelboom founded APQ Partners LLP and is also a director of APQ Cayman Limited as well as the largest shareholder of the Company.

The Directors are remunerated from the Company in the form of fees, payable monthly in arrears. Bart Turtelboom was entitled to an annual salary of GBP120,000 as Chief Executive Officer of the Company. From 1 April 2018 this was split between the Company and APQ Cayman Limited.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

21. Related party transactions (continued)

 
                                       APQ Global           APQ Global          APQ Cayman           APQ Capital           APQ Knowledge           APQ Corporate             Total 
                                        Limited -            Limited -           Limited -         Services Limited          Limited -            Services Limited 
                                      remuneration          Share based         remuneration        - remuneration          remuneration           - remuneration 
                                                           remuneration 
                                           $                    $                    $                    $                         $                    $                     $ 
                                      For         For      For        For       For        For       For         For       For           For        For         For        For        For 
                                      the         the      the        the       the        the       the         the       the       the six    the six     the six    the six    the six 
                                      six         six      six        six       six        six       six         six       six        months     months      months     months     months 
                                   months      months   months     months    months     months    months      months    months         ended      ended       ended      ended      ended 
                                    ended       ended    ended      ended     ended      ended     ended       ended     ended       30 June    30 June     30 June    30 June    30 June 
                                       30     30 June       30         30        30         30        30     30 June        30          2022       2023        2022       2023       2022 
                                     June        2022     June       June      June       June      June        2022      June 
                                     2023                 2023       2022      2023       2022      2023                  2023 
                 Chief 
  Bart            Executive 
   Turtelboom     Officer          14,912      15,470        -     11,231    59,718     62,139         -           -         -             -          -           -     74,630     88,840 
 
  Wayne          Non-Executive 
   Bulpitt        Chairman         20,840      25,117        -          -         -          -         -           -         -             -          -           -     20,840     25,117 
  Wesley         Executive 
   Davis          Director         22,500      22,500        -          -    22,500     22,500     1,309         417       107           107      1,365         443     47,781     45,967 
 
  Philip         Non-Executive 
   Soulsby        Director         18,615      19,328        -          -         -          -         -           -         -             -          -           -     18,615     19,328 
 
  Al Wadhah      Non-Executive 
   Al Adawi       Director         12,547      12,659        -          -         -          -         -           -         -             -          -           -     12,547     12,659 
 
                                   89,414      95,074        -     11,231    82,218     84,639     1,309         417       107           107      1,365         443    174,413    191,911 
                                 ========  ==========  =======  =========  ========  =========  ========  ==========  ========  ============  =========  ==========  =========  ========= 
 

The directors represent key management personnel. Additional key management personnel are the partners of the LLP, details of their remuneration is disclosed in Note 6.

The Company's administrator is Parish Group Limited, a wholly owned subsidiary of APQ Global Limited. APQ Global Limited has incurred $102,510 (six months ended 30 June 2022: $74,174) of fees and expenses to Parish Group Limited as administrator of the Company. As at 30 June 2023 the balance owed to Parish Group Limited was $nil (31 December 2022: $nil).

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2023

21. Related party transactions (continued)

As described in the Listing Document, and under the terms of the Services Agreement, APQ Partners LLP assist the Board and the Group's management based in Guernsey with the implementation of its business strategy, provide research on business opportunities in emerging markets and provide support for cash management and risk management purposes. APQ Partners LLP are entitled to the reimbursement of expenses properly incurred on behalf of APQ Global Limited in connection with the provision of its services pursuant to the agreement.

APQ Partners LLP has recharged expenses of $937,252 (six months ended 30 June 2022: $525,525) to APQ Global Limited during the period. As at 30 June 2023, APQ Global Limited was owed $99,410 from APQ Partners LLP (31 December 2022: $1,050,377). In both the current and prior period amounts have been eliminated on consolidation.

During the period, the Group recharged expenses to APQ Cayman Limited of $nil (six months ended 30 June 2022: $192,355) and was recharged expenses of $nil (six months ended 30 June 2022: $11,778) from APQ Cayman Limited. During the six months period to 30 June 2023, APQ Global Limited received dividends from APQ Cayman Limited of $6,375,876 (six months ended 30 June 2022: $5,519,712).

During the period, APQ Global Limited provided capital contributions to Delphos Holding Limited totalling $nil (six months ended 30 June 2022: $1,400,000).

As at 30 June 2023, APQ Global Limited owed $264,410 (6 Months ended 30 June 2022: $ 264,410) to APQ Corporate Services Limited.

As at 30 June 2023 APQ Global Limited owed $48,207 (31 December 2022: $52,382) to New Markets Media & Intelligence Ltd.

[2] Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.

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END

IR MZGZLFLFGFZM

(END) Dow Jones Newswires

September 29, 2023 09:30 ET (13:30 GMT)

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