APQ Global
Limited
("APQ
Global" or the "Company")
Interim results for the
period from 1 January 2024 to 30 June 2024
HIGHLIGHTS
For
the six months ended 30 June 2024
Financial highlights
Book Value at 30 June 2024 was
$19.53m (24.87 cents). 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 decrease in the book
value was driven by the decrease in APQ Cayman fair value net of
distributions received from APQ Cayman of $1m as well as
professional expenses of $0.8m and corporate travel and business
development costs of $0.9m.
Dividends paid are considered a Key
Performance Indicator (KPI) of the business. No
dividends were paid in the 6 months period ended 30 June 2024 (6
months ended 30 June 2023: none).
Trading update
APQ Global, via its subsidiaries
Delphos MMJ 1, LLC and Delphos MMJ 2, LLC made further capital
contributions to Delphos MMJ LLP totalling $500,000 during the
period ended 30 June 2024 (six months ended 30 June 2023:
$500,000).
At the end of September, the Company
obtained CULS holder consent for a maturity extension of the CULS
until 31 March 2025 in exchange for a step up in coupon to 6
percent per annum and a principal repayment of £3.5 million
reducing the outstanding principal to £26.1 million. At the end of
October, the Group held approximately US$4.3mln in cash. Delphos
continues to progress the pipeline of contracts previously advised,
and as previously noted, it is important to note that the exact
timing of the receipt of fees and commissions remains unpredictable
and so considerable uncertainty on the month-to-month realisation
of the cashflows (set out further below) persists.
The Company, via its subsidiary
Delphos is currently executing 46 capital raising mandates (versus
40 at the end of August) in addition to various transaction
advisory mandates.
Number of mandates per region and
sector:
Africa:
12
Latin America and Caribbean:
13
Asia:
13
Europe and the Middle East:
8
Agriculture:
2
Funds and Financial Services:
12
Energy and Natural Resources:
10
Infrastructure and Mining:
10
Health care, Services and Telecom:
12
The table above highlights the
diversified nature of the pipeline with respect to geography and
sectors.
In terms of the expected revenue,
the table below shows the realised cashflows for the period
September to November and management's revised estimates based on
the status of the deals in execution, compared with the estimates
disclosed on 6 September 2024:
|
Realised
Inflows (Sep-Nov) and Revised Estimate (Dec-Mar)
|
Previous
Estimate (6-Sep-24)
|
September 2024
|
563,142
|
500,000
|
October 2024
|
337,230
|
4,330,000
|
November 2024
|
423,002
|
8,100,000
|
December 2024
|
3,900,000
|
1,450,000
|
January 2025
|
16,200,000
|
7,085,000
|
February 2025
|
16,500,000
|
8,312,500
|
March 2025
|
4,300,000
|
9,865,500
|
April 2025 - September
2026
|
73,840,000
|
73,840,000
|
Total
|
116,063,374
|
113,483,000
|
The recent shortfall in cash
receipts was driven by three factors, all of which the Company
believes to be of a temporary nature. Firstly, personnel changes at
some key funding sources have elongated the execution process for
certain deals. Secondly, the pronouncements by President-Elect
Trump with respect to reclassifying career government officials as
political appointees has temporarily caused confusion in
Washington, DC and slowed down the execution of certain deals.
Finally, the recent strength of the USD and the volatility of
interest rates has affected borrowing appetite.
The Company is executing on its
strategy to generate sufficient cash to repay the remaining
outstanding CULS principal through a combination of realizing
success fees from its existing pipeline and exploring various
refinancing options. Both avenues, while inherently uncertain,
appear in the Board's opinion to hold sufficient promises to
achieve the full repayment objective.
The election outcome in the US is
affecting the global economic outlook and the threat of the
imposition of tariffs may have a disruptive impact. The immediate
impact has however been positive as it has reduced the USD value of
our GBP liability by nearly 5.4 percent as of 20 November
2024.
Financial position
The Company's financial position at
30 June 2024 is summarised as:
|
30 June
2024
$
|
|
|
Investments
|
38,395,551
|
Fixed assets
|
86,245
|
Cash at banks/brokers
|
10,263,796
|
Short term receivables
|
6,773,838
|
Private loans
|
860,000
|
Other assets
|
894,193
|
Total assets
|
57,273,623
|
|
|
CULS liability
|
37,025,835
|
Other liabilities
|
712,967
|
Total liabilities
|
37,738,802
|
|
|
Total equity
|
19,534,821
|
HIGHLIGHTS
For
the six months ended 30 June 2024
Financial position (continued)
The group investments are made up
of:
|
30 June
2024
$
|
|
|
ARGTES 15 1/2 10/17/26
Corp
|
371,411
|
FX Hedges
|
(348,750)
|
Palladium Trust Services (Private
Company)
|
23,213
|
New Markets Media & Intelligence
(Private Company)
|
472,951
|
Parish Group (Private
Company)
|
4,760,103
|
Delphos International Ltd (Private
Company)
|
27,041,000
|
Delphos Canada Limited (Private
Company)
|
1,482,928
|
Promethean Trustees (Private
Company)
|
23,472
|
Promethean Advisory (Private
Company)
|
387,732
|
Delphos MMJ (Private
Company)
|
1,500,100
|
Delphos Services Limited (Private
Company)
|
2,159,018
|
Delphos Milan S.r.l (Private
Company)
|
307,071
|
Delphos Design Doo (Private
Company)
|
215,302
|
|
|
Total equity
|
38,395,551
|
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 2024 (source: Bloomberg).
3. Direct
investments valuation provided by an independent third party as at
31 December 2023.
4. All
non-USD balances converted to USD using the WM/Refinitiv FX
benchmark rates with 4.00 p.m. fixing on 30 June 2024 (source:
Bloomberg).
For
further enquiries, please contact:
APQ Global
Limited Bart Turtelboom
|
020 3478
9708
|
|
|
Singer Capital Markets - Nominated
Adviser and Broker
James Maxwell / Sam Greatrex
|
020 7496
3000
|
|
|
Suntera - TISE
sponsor Claire Torode
|
01481 737
277
|
|
|
Investor Relations
IR@APQGlobal.com
|
|
|
|
Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is an
investment 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. 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. For more information, please
visit apqglobal.com.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
For
the six months ended 30 June 2024
|
Note
|
For the six months
ended
30 June
2024
|
|
For the six months
ended
30 June
2023
|
|
|
$
|
|
$
|
|
|
|
|
|
Turnover
|
4
|
4,215,860
|
|
6,375,876
|
|
|
|
|
|
Net loss on financial assets at fair
value through profit and loss
|
13
|
(5,127,690)
|
|
(2,822,709)
|
|
|
|
|
|
Administrative expenses
|
5
|
(2,148,930)
|
|
(4,242,288)
|
|
|
|
|
|
Operating loss for the period before tax
|
|
(3,060,760)
|
|
(689,121)
|
|
|
|
|
|
Interest receivable
|
8
|
230,421
|
|
73,612
|
|
|
|
|
|
Finance costs
|
9
|
(1,283,840)
|
|
(1,191,861)
|
|
|
|
|
|
Net gain on financial liabilities at
fair value through profit and loss
|
16
|
-
|
|
254,324
|
|
|
|
|
|
Loss on ordinary activities before taxation
|
|
(4,114,179)
|
|
(1,553,046)
|
|
|
|
|
|
Tax on loss on ordinary
activities
|
|
-
|
|
-
|
|
|
|
|
|
Loss on ordinary activities before taxation
|
|
(4,114,179)
|
|
(1,553,046)
|
|
|
|
|
|
Other comprehensive
income
|
|
-
|
|
-
|
|
|
|
|
|
Total comprehensive loss for the period
|
|
(4,114,179)
|
|
(1,553,046)
|
|
|
|
|
|
Basic and diluted earnings per share
|
10
|
(0.0524)
|
|
(0.01978)
|
|
|
|
|
|
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 2024
|
|
30 June
2024
|
|
31 December
2023
|
|
Note
|
$
|
|
$
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
12
|
20,327
|
|
26,421
|
Right of use assets
|
18
|
65,918
|
|
115,357
|
Investments
|
13
|
47,910,966
|
|
52,538,656
|
Total non-current assets
|
|
47,997,211
|
|
52,680,434
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
14
|
8,688,906
|
|
7,970,810
|
Cash and cash equivalents
|
|
587,506
|
|
705,606
|
Total current assets
|
|
9,276,412
|
|
8,676,416
|
|
|
|
|
|
Total assets
|
|
57,273,623
|
|
61,356,850
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
15
|
(712,967)
|
|
(980,222)
|
3.5% Convertible Unsecured Loan
Stock
|
16
|
(37,025,835)
|
|
(36,710,043)
|
Total current liabilities
|
|
(37,738,802)
|
|
(37,690,265)
|
|
|
|
|
|
Long term liabilities
|
|
|
|
|
Lease liabilities
|
18
|
-
|
|
(17,585)
|
Total long-term liabilities
|
|
-
|
|
(17,585)
|
|
|
|
|
|
Net
assets
|
|
19,534,821
|
|
23,649,000
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
17
|
100,141,648
|
|
100,141,648
|
Equity component of 3.5% Convertible
Unsecured Loan Stock
|
16
|
6,823,671
|
|
6,823,671
|
Retained earnings
|
|
(82,502,985)
|
|
(78,388,806)
|
Exchange reserve
|
|
(4,927,513)
|
|
(4,927,513)
|
|
|
|
|
|
Total equity
|
|
19,534,821
|
|
23,649,000
|
|
|
|
|
|
Net
asset value per ordinary share (cents)
|
|
24.87
|
|
30.10
|
The Financial Statements were
approved by the Board of Directors of APQ Global Limited on 20
November 2024 and signed on 28 November 2024 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 2023
|
Share
capital
$
|
CULS equity
component
$
|
Other
capital
reserves
$
|
Retained
earnings
$
|
Exchange
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
|
-
|
-
|
(34,049)
|
-
|
-
|
(34,049)
|
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 CHANGES IN EQUITY
(UNAUDITED) (continued)
For
the six months ended 30 June 2024
|
Share
capital
$
|
CULS equity
component
$
|
Other
capital
reserves
$
|
Retained
earnings
$
|
Exchange
reserve
$
|
Total
$
|
At
1 January 2024
|
100,141,648
|
6,823,671
|
-
|
(78,388,806)
|
(4,927,513)
|
23,649,000
|
|
|
|
|
|
|
|
Comprehensive income
for
the period
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
-
|
(4,114,179)
|
-
|
(4,114,179)
|
|
|
|
|
|
|
|
Total comprehensive
income for the period
|
-
|
-
|
-
|
(4,114,179)
|
-
|
(4,114,179)
|
|
|
|
|
|
|
|
As
at 30 June 2024
|
100,141,648
|
6,823,671
|
-
|
(82,502,985)
|
(4,927,513)
|
19,534,821
|
|
|
|
|
|
|
|
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 2024
|
|
For the six months
ended
30 June
2024
|
|
For the six months
ended
30 June
2023
|
Cash flow from operating activities
|
Note
|
$
|
|
$
|
|
|
|
|
|
Cash generated from operations
|
|
|
|
|
Loss for the financial
period
|
|
(4,114,179)
|
|
(1,553,046)
|
Adjustments for non-cash income and expenses
|
|
|
|
|
Equity settled share-based
payments
|
19
|
-
|
|
(34,049)
|
Depreciation tangible fixed
assets
|
12
|
9,631
|
|
8,794
|
Depreciation right of use
assets
|
|
49,439
|
|
41,436
|
Net loss on financial assets at fair
value through profit and loss
|
13
|
5,127,690
|
|
2,822,709
|
Net gain on financial liabilities at
fair value through profit and loss
|
16
|
-
|
|
(254,324)
|
Exchange rate
fluctuations
|
|
(304,220)
|
|
1,904,726
|
Changes in operating assets and liabilities
|
|
|
|
|
(Increase)/decrease in trade and
other receivables
|
14
|
(246,361)
|
|
19,947
|
Decrease in trade and other
payables
|
15
|
(235,170)
|
|
(77,585)
|
Decrease in receivables from group
undertakings
|
14
|
(471,735)
|
|
(2,697,742)
|
(Decrease)/increase in payables from
group undertakings
|
15
|
(2,527)
|
|
2,595
|
Cash (utilised by)/generated from operations
|
|
(187,432)
|
|
183,461
|
|
|
|
|
|
Interest receivable
|
8
|
(230,421)
|
|
(73,612)
|
Finance costs
|
9
|
1,283,840
|
|
1,191,861
|
|
|
|
|
|
Net
cash inflow from operating activities
|
|
865,987
|
|
1,301,710
|
|
|
|
|
|
Cash flow from investing activities
|
|
|
|
|
Payments to acquire
investments
|
13
|
(500,000)
|
|
(500,000)
|
Payments to acquire property, plant
and equipment
|
12
|
(3,537)
|
|
(5,767)
|
Interest received
|
8
|
230,421
|
|
73,612
|
|
|
|
|
|
Net
cash outflow from investing activities
|
|
(273,116)
|
|
(432,155)
|
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
|
Interest on CULS
|
16
|
(654,947)
|
|
(643,080)
|
Settlement of CULS as a
discount
|
16
|
-
|
|
(249,380)
|
Cash settled share-based
payments
|
|
-
|
|
(3,368)
|
Payments for lease rental
|
18
|
(50,128)
|
|
(44,112)
|
|
|
|
|
|
Net
cash outflow from financing activities
|
|
(705,075)
|
|
(939,940)
|
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
|
(112,204)
|
|
(70,385)
|
|
|
|
|
|
Cash and cash equivalents at
beginning of period
|
|
705,606
|
|
586,040
|
|
|
|
|
|
Exchange rate fluctuations on cash
and cash equivalents
|
|
(5,896)
|
|
36,774
|
|
|
|
|
|
Cash and cash equivalents at end of
period
|
|
587,506
|
|
552,429
|
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
(CONTINUED)
For
the six months ended 30 June 2024
|
At 1 January
2024
|
|
Movements arising from cash
flows
|
|
Non- cash
movements
|
|
At 30 June
2024
|
|
$
|
|
$
|
|
$
|
|
$
|
Reconciliation of net debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents:
|
|
|
|
|
|
|
|
Cash at bank
|
705,606
|
|
(112,204)
|
|
(5,896)
|
|
587,506
|
|
|
|
|
|
|
|
|
Debt:
|
|
|
|
|
|
|
|
Convertible Unsecured Loan
Stock
|
(36,710,043)
|
|
654,947
|
|
(970,739)
|
|
(37,025,835)
|
Lease liabilities
|
(115,357)
|
|
50,128
|
|
(2,985)
|
|
(68,214)
|
|
(36,825,400)
|
|
705,075
|
|
(973,724)
|
|
(37,094,049)
|
|
|
|
|
|
|
|
|
Net debt
|
(36,119,794)
|
|
592,871
|
|
(979,620)
|
|
(36,506,543)
|
|
|
|
|
|
|
|
|
|
|
|
Movements arising from cash
flows
|
|
Non- cash
movements
|
|
Total
|
|
|
|
$
|
|
$
|
|
$
|
Movements on debt balances
comprise:
|
|
|
|
|
|
|
|
Cash flows used in principal
payments of lease liabilities
|
|
|
50,128
|
|
-
|
|
50,128
|
Amortisation of discount on lease
liabilities
|
|
|
-
|
|
(3,953)
|
|
(3,953)
|
Exchange differences on lease
liability
|
|
|
-
|
|
968
|
|
968
|
|
|
|
|
|
|
|
|
Cash flows used in servicing
interest payments of CULS
|
|
|
654,947
|
|
-
|
|
654,947
|
Amortisation of discount on CULS
issue
|
|
|
-
|
|
(1,279,887)
|
|
(1,279,887)
|
Exchange differences on CULS
liability
|
|
|
-
|
|
309,148
|
|
309,148
|
|
|
|
705,075
|
|
(973,724)
|
|
(268,649)
|
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 2024
1.
Corporate information
The interim consolidated financial
statements of APQ Global Limited (the "Group") for the six months
ended 30 June 2024 were authorised for issue in accordance with a
resolution of the Board of Directors on 20 November 2024. 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 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port,
Guernsey GY1 2JP.
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[1].
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 2023 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 2023 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 2024
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
2024
|
|
30 June
2023
|
Group
|
|
$
|
|
$
|
|
|
|
|
|
Cayman
|
|
9,538,076
|
|
22,753,789
|
United Kingdom
|
|
480,794
|
|
480,794
|
Guernsey
|
|
47,254,753
|
|
18,956,853
|
Europe
|
|
-
|
|
-
|
|
|
57,273,623
|
|
42,191,436
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
4.
Analysis of turnover
|
|
For the six months
ended
30 June
2024
|
|
For the six months
ended
30 June
2023
|
|
|
$
|
|
$
|
|
|
|
|
|
Dividends received from APQ Cayman
Limited
|
|
4,215,860
|
|
6,375,876
|
5.
Analysis of administrative expenses
|
|
For the six months
ended
30 June
2024
|
|
For the six months
ended
30 June
2023
|
|
|
$
|
|
$
|
|
|
|
|
|
Personnel expenses
|
|
227,048
|
|
370,503
|
Depreciation of tangible fixed
assets expenses
|
|
9,631
|
|
8,794
|
Depreciation of right of use
assets
|
|
49,439
|
|
41,436
|
Payments on short term
leases
|
|
-
|
|
94,141
|
Audit fees
|
|
109,338
|
|
99,263
|
Nominated advisor fees
|
|
31,584
|
|
30,591
|
Travel and subsistence
|
|
875,075
|
|
-
|
Administration fees and
expenses
|
|
103,935
|
|
154,722
|
Director's remuneration
|
|
117,727
|
|
107,448
|
Other expenses
|
|
133,954
|
|
640,773
|
Professional fees
|
|
792,414
|
|
943,729
|
Share based payment
expenses
|
|
-
|
|
(34,050)
|
Insurance
|
|
9,505
|
|
5,794
|
Recharge of expenses to APQ Cayman
Limited
|
|
(78,307)
|
|
(185,617)
|
Net exchange
(gains)/losses
|
|
(232,415)
|
|
1,964,761
|
|
|
|
|
|
|
|
2,148,928
|
|
4,242,288
|
6.
Director's remuneration
|
|
For the six months
ended
30 June
2024
|
|
For the six months
ended
30 June
2023
|
|
|
$
|
|
$
|
|
|
|
|
|
Director's remuneration
|
|
117,727
|
|
107,448
|
|
|
|
|
|
|
|
117,727
|
|
107,448
|
|
|
|
|
|
The highest paid director was Bart
Turtelboom (2023: Bart Turtelboom)*
|
|
15,170
|
|
14,912
|
|
|
|
|
|
Average number of directors in the
period
|
|
3
|
|
4
|
|
|
|
|
|
* Full breakdown of Director
remuneration is shown in note 20, including director remuneration
from other group entities.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
7.
Personnel expenses
|
|
For the six months
ended
30 June
2024
|
|
For the six months
ended
30 June
2023
|
|
|
$
|
|
$
|
|
|
|
|
|
Short term benefits - wage and
salaries
|
|
76,050
|
|
142,911
|
Short term benefits - social
security costs
|
|
5,193
|
|
11,561
|
Short term benefits - other
benefits
|
|
142,763
|
|
210,314
|
Post-employment benefits
|
|
3,042
|
|
5,717
|
|
|
|
|
|
|
|
227,048
|
|
370,503
|
|
|
|
|
|
Personnel expenses are included in
expenses per note 5
|
|
|
|
|
|
Key management personnel expenses,
excluding director's remuneration detailed in note 6, is as
follows:
|
|
|
|
|
|
Short term benefits - other
benefits
|
|
142,807
|
|
206,027
|
|
|
142,807
|
|
206,027
|
8.
Interest receivable
|
|
For the six months
ended
30 June
2024
|
|
For the six months
ended
30 June
2023
|
|
|
$
|
|
$
|
|
|
|
|
|
Loan interest receivable from
Delphos Holdings Limited
|
|
170,000
|
|
28,333
|
Loan interest receivable from
Delphos International Limited
|
|
36,645
|
|
41,919
|
Loan interest receivable from
Promethean Advisory Limited
|
|
6,330
|
|
2,811
|
Bank Interest Receivable
|
|
17,446
|
|
549
|
|
|
|
|
|
|
|
230,421
|
|
73,612
|
9.
Finance costs
|
|
For the six months
ended
30 June
2024
|
|
For the six months
ended
30 June
2023
|
|
|
$
|
|
$
|
|
|
|
|
|
Interest on 3.5% Convertible
Unsecured Loan Stock 2024
|
|
1,279,887
|
|
1,189,156
|
Discount on unwinding of lease
liability
|
|
3,953
|
|
2,705
|
|
|
|
|
|
|
|
1,283,840
|
|
1,191,861
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
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 six months
ended
30 June
2024
|
|
For the six months
ended
30 June
2023
|
|
|
$
|
|
$
|
|
|
|
|
|
Total comprehensive income for the
period
|
|
(4,114,178)
|
|
(1,553,046)
|
Average number of shares in
issue
|
|
78,559,983
|
|
78,514,452
|
|
|
|
|
|
Earnings per share
|
|
(0.05240)
|
|
(0.01978)
|
|
|
|
|
|
The Group has 5,920 (30 June 2023:
5,920) 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 2023: 5,920)
exercise price on these conversion options currently exceeds the
traded share price of APQ Global. These are not currently dilutive
(30 June 2023: not dilutive).
11.
Dividends
No dividends were declared in the
period ended 30 June 2024 nor the period ended 30 June
2023.
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
equipment
|
|
Furniture and
fixtures
|
|
Total
|
|
$
|
|
$
|
|
$
|
Cost
|
|
|
|
|
|
At 1 January 2024
|
133,035
|
|
20,251
|
|
153,286
|
Additions during the
period
|
3,537
|
|
-
|
|
3,537
|
At 30 June 2024
|
136,572
|
|
20,251
|
|
156,823
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
At 1 January 2024
|
106,814
|
|
20,051
|
|
126,865
|
Charge for the period
|
9,519
|
|
112
|
|
9,631
|
At 30 June 2024
|
116,333
|
|
20,163
|
|
136,496
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
At 30 June 2024
|
20,239
|
|
88
|
|
20,327
|
|
|
|
|
|
|
At 31 December 2023
|
26,221
|
|
200
|
|
26,421
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
13.
Investments
|
|
|
APQ
Cayman
Limited
|
|
APQ Corporate Services
Limited
|
|
APQ Knowledge
Limited
|
|
Delphos Holdings
Limited
|
|
Total
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
At 1 January 2024
|
14,665,766
|
|
5,194,520
|
|
472,951
|
|
32,205,419
|
|
52,538,656
|
Additions
|
-
|
|
-
|
|
-
|
|
500,000
|
|
500,000
|
Fair value movement
|
(5,127,690)
|
|
-
|
|
-
|
|
-
|
|
(5,127,690)
|
|
|
|
|
|
|
|
|
|
|
At 30 June 24
|
9,538,076
|
|
5,194,520
|
|
472,951
|
|
32,705,419
|
|
47,910,966
|
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:
Name
|
|
Country of incorporation
|
|
Registered Office
|
|
Immediate Parent Company
|
|
Holding %
|
|
Acquisition/ Incorporation Date
|
|
Activity
|
|
Recognition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APQ Partners LLP
|
|
England and Wales
|
|
22a St. James's Square, London, SW1Y
4JH
|
|
APQ Global Limited
|
|
100
|
|
10 August 2016
|
|
Investment support
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
13.
Investments (continued)
Investments in subsidiaries
The following tables outlines the
subsidiary undertakings of the Company:
Name
|
|
Country of incorporation
|
|
Registered Office
|
|
Immediate Parent Company
|
|
Holding %
|
|
Acquisition/ Incorporation Date
|
|
Activity
|
|
Recognition
|
APQ Cayman Limited
|
|
Cayman Islands
|
|
Mourant Ozannes Corporate Services
(Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand
Cayman KY1-1108
|
|
APQ Global Limited
|
|
100
|
|
10 August 2016
|
|
Investment entity
|
|
FVTPL
|
APQ Corporate Services
Limited
|
|
Guernsey
|
|
2nd Floor, Lefebvre Place, Lefebvre
Street, St Peter Port, GY1 2JP, Guernsey
|
|
APQ Global Limited
|
|
100
|
|
10 January 2019
|
|
Investment holding
company
|
|
FVTPL
|
APQ Knowledge Limited
|
|
Guernsey
|
|
2nd Floor, Lefebvre Place, Lefebvre
Street, St Peter Port, GY1 2JP, Guernsey
|
|
APQ Global Limited
|
|
100
|
|
1 March 2019
|
|
Investment holding
company
|
|
FVTPL
|
New Markets Media & Intelligence
Ltd
|
|
England and Wales
|
|
22a St. James's Square, London, SW1Y
4JH
|
|
APQ Knowledge Limited
|
|
100
|
|
26 February
20191
|
|
Trading investment
company
|
|
FVTPL
|
Palladium Finance Group
Limited
|
|
Seychelles
|
|
Global Gateway 8, Rue de la Perle,
Providence, Seychelles
|
|
APQ Corporate Services
Limited
|
|
100
|
|
22 February
20192
|
|
Trading investment
company
|
|
FVTPL
|
Palladium Trust Company (NZ)
Limited
|
|
New Zealand
|
|
Level 8, AIG Building, 41 Shortland
Street, Auckland, New Zealand 1010
|
|
APQ Corporate Services
Limited
|
|
100
|
|
22 February
20192
|
|
Trading investment
company
|
|
FVTPL
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
13.
Investments (continued)
Name
|
|
Country of incorporation
|
|
Registered Office
|
|
Immediate Parent Company
|
|
Holding %
|
|
Acquisition/ Incorporation Date
|
|
Activity
|
|
Recognition
|
Palladium Trust Services
Ltd
|
|
England and Wales
|
|
22a St. James's Square, London, SW1Y
4JH
|
|
APQ Corporate Services
Limited
|
|
100
|
|
22 February 2019
|
|
Trading investment
company
|
|
FVTPL
|
Delphos International,
Ltd
|
|
United States
|
|
2121 K St, NW STE 620, Suite 1020,
Washington, DC 20037
|
|
Delphos Holdings Limited
|
|
100
|
|
3 March 2020
|
|
Trading investment
company
|
|
FVTPL
|
Parish Corporate Services
Limited
|
|
Guernsey
|
|
PO Box 142, Suite 2, Block C, Hirzel Court, St
Peter Port, GY1 3HT
|
|
APQ Corporate Services
Limited
|
|
100
|
|
29 January 2020
|
|
Trading investment
company
|
|
FVTPL
|
Parish Group Limited
|
|
Guernsey
|
|
PO Box 142, Suite 2, Block C, Hirzel Court, St
Peter Port, GY1 3HT
|
|
APQ Corporate Services
Limited
|
|
100
|
|
29 January 2020
|
|
Trading investment
company
|
|
FVTPL
|
Parish Nominees Limited
|
|
Guernsey
|
|
PO Box 142, Suite 2, Block C, Hirzel Court, St
Peter Port, GY1 3HT
|
|
APQ Corporate Services
Limited
|
|
100
|
|
29 January 2020
|
|
Trading investment
company
|
|
FVTPL
|
Parish Trustees Limited
|
|
Guernsey
|
|
PO Box 142, Suite 2, Block C, Hirzel Court, St
Peter Port, GY1 3HT
|
|
APQ Corporate Services
Limited
|
|
100
|
|
29 January 2020
|
|
Trading investment
company
|
|
FVTPL
|
Delphos Canada Limited
|
|
Canada
|
|
202-230 ch. du Golf, Montreal, QC
H3E 2A8, Canada
|
|
Delphos Holdings Limited
|
|
70
|
|
20 January 2021
|
|
Trading investment
company
|
|
FVTPL
|
Delphos Holdings Limited
|
|
Guernsey
|
|
2nd Floor, Lefebvre Place, Lefebvre
Street, St Peter Port, GY1 2JP, Guernsey
|
|
APQ Global Limited
|
|
100
|
|
13 August 2021
|
|
Investment holding
company
|
|
FVTPL
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
13.
Investments (continued)
Name
|
|
Country of incorporation
|
|
Registered Office
|
|
Immediate Parent Company
|
|
Holding %
|
|
Acquisition/ Incorporation Date
|
|
Activity
|
|
Recognition
|
Delphos Impact Limited
|
|
Guernsey
|
|
2nd Floor, Lefebvre Place, Lefebvre
Street, St Peter Port, GY1 2JP, Guernsey
|
|
Delphos Holdings Limited
|
|
100
|
|
18 August 2021
|
|
Trading investment
company
|
|
FVTPL
|
Evergreen Impact Limited
|
|
Guernsey
|
|
2nd Floor, Lefebvre Place, Lefebvre
Street, St Peter Port, GY1 2JP, Guernsey
|
|
APQ Global Limited
|
|
50
|
|
10 August 2021
|
|
Trading management
consultancy
|
|
FVTPL
|
|
Delphos Partners LLP
|
|
England and Wales
|
|
22a St. James's Square, London,
England, SW1Y 4JH
|
|
Delphos Holdings Limited
|
|
97
|
|
6 October 2021
|
|
Trading investment
company
|
|
FVTPL
|
|
Delphos Services Limited
|
|
Guernsey
|
|
2nd Floor, Lefebvre Place, Lefebvre
Street, St Peter Port, GY1 2JP, Guernsey
|
|
Delphos Holdings Limited
|
|
100
|
|
27 September 2021
|
|
Trading services company
|
|
FVTPL
|
|
Promethean Trustees
Limited
|
|
Malta
|
|
35/14 Salvu Psaila Street,
Birkirkara, BKR 9072, Malta
|
|
APQ Corporate Services
Limited
|
|
100
|
|
4 July 2022
|
|
Trading investment
company
|
|
FVTPL
|
|
Promethean Advisory
Limited
|
|
Malta
|
|
35/14 Salvu Psaila Street,
Birkirkara, BKR 9072, Malta
|
|
Promethean Trustees
Limited
|
|
100
|
|
4 July 2022
|
|
Trading services company
|
|
FVTPL
|
|
Delphos MMJ 1, LLC
|
|
United States of America
|
|
The Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801
|
|
Delphos Holdings Limited
|
|
100
|
|
18 March 2022
|
|
Trading investment
company
|
|
FVTPL
|
|
Delphos MMJ 2, LLC
|
|
United States of America
|
|
The Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801
|
|
Delphos Holdings Limited
|
|
100
|
|
18 March 2022
|
|
Trading investment
company
|
|
FVTPL
|
|
MMJ Partners LP
|
|
United States of America
|
|
The Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801
|
|
Delphos MMJ 1,
LLC4
|
|
99.67
|
|
20 February 2023
|
|
Trading management
consultancy
|
|
FVTPL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
13.
Investments (continued)
Name
|
|
Country of incorporation
|
|
Registered Office
|
|
Immediate Parent Company
|
|
Holding %
|
|
Acquisition/ Incorporation Date
|
|
Activity
|
|
Recognition
|
MMJ Partners LP
|
|
United States of America
|
|
The Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware 19801
|
|
Delphos MMJ 2,
LLC4
|
|
0.33
|
|
20 February 2023
|
|
Trading management
consultancy
|
|
FVTPL
|
|
Delphos Capital Limited
|
|
England and Wales
|
|
22a St. James's Square, London,
England, SW1Y 4JH
|
|
Delphos Holdings Limited
|
|
100
|
|
17 November 2023
|
|
Dormant
|
|
FVTPL
|
|
Delphos Milan S.r.l
|
|
Italy
|
|
Via San Raffele, 1 20121 Milano
(MI), Italia
|
|
Delphos Holdings Limited
|
|
100
|
|
15 February 2023
|
|
Trading services company
|
|
Cost
|
|
Delphos Design D.o.o
|
|
Croatia
|
|
Miramarska 24
HR - 10000 Zagreb,
Croatia
|
|
Delphos Holdings Limited
|
|
100
|
|
16 February 2023
|
|
Trading services company
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
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 1) a combined income and market multiple
based approach, incorporating comparison with external sources and
the expected cash flows of the investment 2) net asset value where
the investment entities have not get developed a predicable source
of income and 3) costs for those newly incorporated/acquired
entities where the Company is still in the process of creating
revenue generating opportunities.
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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
13.
Investments (continued)
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.
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
period are shown above.
The Company has classified its
investments in APQ Cayman Limited as level 3. Valuation is
determined based on the NAV with the assets and liabilities of APQ
Cayman Limited comprising cash or bonds which 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 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
At 1 January 2024
|
|
-
|
|
-
|
|
52,538,656
|
|
52,538,656
|
Additions
|
|
-
|
|
-
|
|
500,000
|
|
500,000
|
Fair value movement
|
|
-
|
|
-
|
|
(5,127,690)
|
|
(5,127,690)
|
|
|
|
|
|
|
|
|
|
At 30 June 2024
|
|
-
|
|
-
|
|
47,910,966
|
|
47,910,966
|
|
|
|
|
|
|
|
|
|
14.
Trade and other receivables
|
|
|
|
|
30 June
2024
|
|
31 December
2023
|
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
Trade debtors
|
|
|
|
|
624,234
|
|
529,270
|
Amounts due from group
undertakings
|
|
|
|
|
7,633,838
|
|
7,162,103
|
Prepayments and accrued
income
|
|
|
|
|
52,024
|
|
61,959
|
Other debtors
|
|
|
|
|
378,810
|
|
217,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,688,906
|
|
7,970,810
|
|
|
|
|
|
|
|
|
An amount of $162,662 (2023:
$162,662) has been deducted from the balances above in respect of
amounts that are not considered recoverable.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
15.
Trade and other payables
|
|
|
|
|
30 June
2024
|
|
31 December
2023
|
|
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
Trade creditors
|
|
|
|
|
200,852
|
|
139,988
|
Amounts due to group
undertakings
|
|
|
|
|
261,883
|
|
264,410
|
Other creditors
|
|
|
|
|
2,814
|
|
4,365
|
Accruals
|
|
|
|
|
179,204
|
|
473,687
|
Lease liability
|
|
|
|
|
68,214
|
|
97,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
712,967
|
|
980,222
|
16.
3.5% Convertible Unsecured Loan Stock
|
Nominal
number
of
CULS
|
|
Liability
component
|
|
Equity
component
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
As at 1 January 2024
|
40,893,551
|
|
36,710,042
|
|
6,823,671
|
Amortisation of discount on issue
and issue expenses
|
-
|
|
1,279,887
|
|
-
|
Interest paid during the
period
|
-
|
|
(654,947)
|
|
-
|
Exchange differences
|
-
|
|
(309,147)
|
|
-
|
|
|
|
|
|
|
As at 30 June 2024
|
40,893,551
|
|
37,025,835
|
|
6,823,671
|
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 £20,090,000 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 £10,207,300 ($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 £5,000 ($7,099) nominal each,
at an issue price of £5,150 ($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 $474,248 were validly tendered and were settled for an amount of
$249,380 resulting in a gain on settlement of $224,868. An amount
of $95,864 was transferred from the CULS equity to retained
earnings on settlement of the CULS representing the value assigned
to the conversion option of the CULS settled during the
year.
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.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
17.
Share Capital (continued)
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.
|
Ordinary
shares
|
|
|
|
|
|
No
|
|
£
|
|
$
|
|
|
|
|
|
|
At 1 January 2024 and At 30 June
2024
|
78,559,983
|
|
77,099,861
|
|
100,141,648
|
18.
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 2024
|
|
|
|
493,621
|
At 30 June 2024
|
|
|
|
493,621
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
At 1 January 2024
|
|
|
|
378,264
|
Charge for the period
|
|
|
|
49,439
|
At 30 June 2024
|
|
|
|
427,703
|
|
|
|
|
|
Net
book value
|
|
|
|
|
At 30 June 2024
|
|
|
|
65,918
|
At 31 December 2023
|
|
|
|
115,357
|
Lease liability
|
|
30 June
2024
|
|
31 December
2023
|
|
|
$
|
|
$
|
Balance at start of the
period
|
|
115,357
|
|
82,872
|
Interest on lease
liability
|
|
3,953
|
|
3,537
|
Payments for lease
|
|
(50,128)
|
|
(89,128)
|
Exchange differences
|
|
968
|
|
2,719
|
New lease liability
|
|
-
|
|
115,357
|
|
|
|
|
|
Balance at end of the
period
|
|
68,214
|
|
115,357
|
|
|
|
|
|
The lease falls due:
|
|
|
|
|
Within 1 year
|
|
68,214
|
|
97,772
|
After 1 year but within 5
years
|
|
|
|
17,585
|
|
|
68,214
|
|
115,357
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
19.
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
2024
|
|
31 December
2023
|
|
|
$
|
|
$
|
|
|
|
|
|
Share capital
|
|
100,141,648
|
|
100,141,648
|
Equity component of 3.5% Convertible
Unsecured Loan Stock 2024
|
|
6,823,671
|
|
6,823,671
|
Retained earnings
|
|
(82,502,985)
|
|
(78,388,806)
|
Exchange reserve
|
|
(4,927,513)
|
|
(4,927,513)
|
|
|
|
|
|
Total shareholders' funds
|
|
19,534,821
|
|
23,649,000
|
20.
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 and
Chair and a significant shareholder in Beauvoir Limited, the
Company Secretary that was appointed on 3 June 2024 to replace
Parish Group Limited.
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 £120,000 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 2024
20.
Related party transactions (continued)
|
|
APQ Global Limited -
remuneration
|
|
APQ Cayman Limited -
remuneration
|
|
APQ Capital Services Limited
- remuneration
|
|
APQ Knowledge Limited -
remuneration
|
|
APQ Corporate Services
Limited - remuneration
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
$
|
|
$
|
|
$
|
|
|
For the six months ended 30
June 2024
|
For the six months ended 30
June 2023
|
|
For the six months
ended
30 June
2024
|
For the six months
ended
30 June
2023
|
|
For the six months ended 30
June 2024
|
For the six months ended 30
June 2023
|
|
For the six months ended 30
June 2024
|
For the six months ended 30
June 2023
|
|
For the six months ended 30
June 2024
|
For the six months ended 30
June 2023
|
|
For the six months ended 30
June 2024
|
For the six months ended 30
June 2023
|
Bart Turtelboom
|
Chief Executive Officer
|
15,170
|
14,912
|
|
60,674
|
59,718
|
|
-
|
-
|
|
-
|
-
|
|
|
-
|
|
75,844
|
74,630
|
Wayne Bulpitt
|
Non-Executive Chairman
|
40,558
|
20,840
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
|
-
|
|
40,558
|
20,840
|
Philip Soulsby
|
Finance Director
|
18,978
|
18,615
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
18,978
|
18,615
|
Al Wadhah Al Adawi
|
Non-Executive Director
|
-
|
12,547
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
-
|
|
-
|
12,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,706
|
66,914
|
|
60,674
|
59,718
|
|
-
|
-
|
-
|
-
|
-
|
-
|
135,380
|
126,632
|
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.
At 30 June 2024, $nil (31 December
2023: $nil) was payable to the directors with and $244,482 (31
December 2023: $85,782) receivable from a director for an expense
advance. A total amount of $1,287,742 (six
months ended 30 June 2023: $587,173) of
general corporate expenses such as travel and business development
were incurred by a director which the Company reimbursed and ,
which does not constitute a director emolument
The Company's administrator is
Parish Group Limited, a wholly owned subsidiary of APQ Global
Limited. APQ Global Limited has incurred $103,935 (six months ended
30 June 2023: $102,510) of fees and expenses to Parish Group
Limited as administrator of the Company, till being replaced by
Beauvoir Limited on 3 June 2024. As at 30 June 2024 the balance
owed to Parish Group Limited was $nil (31 December 2023:
$nil).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
20.
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 $339,904 (six months ended 30 June 2023: $937,252) to
APQ Global Limited during the period. As at 30 June 2024, APQ
Global Limited was owed $139,069 from APQ Partners LLP (31 December
2023: $144,085). 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 2023: $185,617. During the six months period to 30 June
2024, APQ Global Limited received dividends from APQ Cayman Limited
of $4,215,860 (six months ended 30 June 2023:
$6,375,876).
As at 30 June 2024, APQ Global
Limited owed $264,410 (31 December 2023: $264,410) to APQ Corporate
Services Limited. The balance is interest free and repayable on
demand.
As at 30 June 2024 APQ Global
Limited was owed $2,527 (31 December 2023: $2,527) to New Markets
Media & Intelligence Ltd. The balance
is interest free and repayable on demand.
Delphos Holdings Limited:
During the period, APQ Global
Limited provided funding of $427,569 (six months ended 30 June
2023: $161,231) to Delphos Holdings Limited which has been
capitalised to the cost of the investment in the Delphos Holdings
group. As at 30 June 2024, an amount of $427,569 (31 December 2023:
$nil) was due from Delphos Holdings Limited.
Delphos Partners LLP:
During the period, APQ Global
Limited paid expenses totalling $198,918 (six months ended 30 June
2023: $363,779) on behalf of Delphos Partners LLP. At 30 June 2024,
an amount of $198,918 (31 December 2023: $nil) was due to APQ
Global Limited. The balance is interest free and repayable on
demand.
Delphos International
Limited:
During the period, APQ Global
Limited provided funding of $nil (six months ended 30 June 2023:
$472,351) to Delphos International Limited which has been
capitalised to the cost of the investment in the Delphos Holdings
group. It also provided loan funding of $600,000 (six months ended
30 June 2023: $650,000) on which the Company charged $36,645 (six
months ended 30 June 2023: $12,371) in interest at a rate of 4.5%.
The loan has no fixed repayment date. At, 30 June 2024 an amount of
$2,113,320 (31 December 2023: $1,476,675) was due to APQ Global
Limited. The balance is repayable on demand.
Delphos Impact Limited:
During the period, APQ Global
Limited paid expenses totalling $166,533 (six months ended 30 June
2023: $561,640) on behalf of Delphos Impact Limited. At 30 June
2024, an amount of $2,582,616 (31 December 2023: $2,758,307) was
due to APQ Global Limited. The balance is interest free and
repayable on demand.
Delphos Services Limited:
During the period, APQ Global
Limited paid expenses totalling $1,660,442 (six months ended 30
June 2023: $730,665) on behalf of Delphos Services Limited and
received a repayment of $3,000,000 (six months ended 30 June 2023:
$nil). At 30 June 2024, an amount of $3,070,392 (31 December 2023:
$3,070,392) was due to APQ Global Limited. The balance is interest
free and repayable on demand.
Promethean Advisory
Limited:
During the period, APQ Global
Limited made a subordinated loan to Promethean Advisory Limited
amounting to $150,814 (six months ended 30 June 2023: $52,471)
which bears interest at 5%. Interest of $6,330 (six months ended 30
June 2023: $2,811)
accrued on the loan during the period. APQ Global Limited also paid
expenses on behalf of Promethean Advisory Limited amounting to $nil
(six months ended 30 June 2023: $nil). At 30 June 2024, a total
amount of $528,768 (31 December 2023: $380,038) was due to APQ
Global Limited. The balance is interest free and repayable on
demand.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
For
the six months ended 30 June 2024
20.
Related party transactions (continued)
Delphos Milan S.r.l:
During the period, APQ Global
Limited provided funding of $323,370 (six months ended 30 June
2023: $144,755) to Delphos Milan S.r.l which has been capitalised
to the cost of the investment in the Delphos Holdings group at 31
December 2023. As at 30 June 2024, an amount of $323,370 (31
December 2023: $nil) was due from Delphos Milan S.r.l.
Delphos Design Doo:
During the period, APQ Global
Limited provided funding of $229,032 (six months ended 30 June
2023: $4,494) to Delphos Design Doo which has been capitalised to
the cost of the investment in the Delphos Holdings group at 31
December 2023. As at 30 June 2024, an amount of $229,032 (31
December 2023: $nil) was due from Delphos Design Doo.
[1] Where we refer to
revenue from income generating operating activities this relates to
the revenue of our investee companies.