TIDMAAA

RNS Number : 7571I

All Active Asset Capital Limited

15 December 2020

15 December 2020

All Active Asset Capital Limited

('AAA' or 'the Company')

Unaudited financial statements for the period ended 11 December 2020

All Active Asset Capital (AIM:AAA), announces its unaudited financial statements for the period ended 11 December 2020. Due to the significant placings undertaken by AAA since the publication on 30 September 2020 of its unaudited interim financial statements for the six months ended 30 June 2020, the directors are publishing a further set of consolidated financial statements for the period from 1 July 2020 to 11 December 2020 and a consolidated statement of financial position as at 11 December 2020, in order that shareholders and the wider market have an up-to-date understanding of the Company's improved financial position, with total assets increasing to GBP13.7m as at 11 December 2020 from GBP2.8m as at 30 June 2020.

AAA has not changed its accounting reference period and will be publishing an audited annual report and financial statements for the year ending 31 December 2020 in due course, in accordance with the requirements of the AIM Rules for Companies.

There is no current intention to publish further periodic financial position statements, but, if there are similar transformational transactions in the future, the directors may choose to do so in order to assist shareholders and the wider market in their appreciation of the Company's financial position.

During the period from 1 July 2020 to 11 December 2020, in addition to the placings described above (which were accompanied by the grant of a total of 71,875,000 warrants to subscribe for new ordinary shares in the Company exercisable at 15p per ordinary share), the Company provided a secured convertible EUR3.0m loan to MESH Holdings plc and granted a further 49,200,000 warrants to subscribe for new ordinary shares, exercisable at 15p per ordinary share. Since 30 June 2020, 54,670,001 warrants exercisable at 2.5p per ordinary share and 1,562,500 warrants exercisable at 0.4p per ordinary share have been exercised, raising aggregate gross proceeds for the Company of GBP1,373,000.

As at 11 December 2020 the book value attributed to the Company's investment in Myanmar Allure Group Limited ("MAG") was GBP150,000 (30 June 2020 - GBP513,710) reflecting the Directors' assessment of MAG's future prospects.

Copies of the financial statements for the period ended 11 December 2020 are available from the Company's registered address and will be available on the Company's website, www.aaacap.com , later today.

For further information:

All Active Asset Capital Limited

James Normand, Non-Executive Chairman

Rodger Sargent, Executive Director

www.aaacap.com

Allenby Capital Limited (Nominated Adviser and Broker)

Alex Brearley / Nick Athanas

T: +44 (0) 203 328 5656

www.allenbycapital.com

Buchanan (Financial PR)

Richard Oldworth / Chris Lane / Toto Berger

T: +44 (0) 207 466 5000

E: AAAC@buchanan.uk.com

ALL ACTIVE ASSET CAPITAL LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD 1 JULY TO 11 DECEMBER 2020

 
 
                                                              Period        6 months 
                                                               ended          ended 
                                                            11 December      30 June 
                                                               2020           2020 
                                                          -------------  ------------- 
                                                   Notes       GBP            GBP 
                                                            (Unaudited)    (Unaudited) 
                                                          -------------  ------------- 
 
 Fair value adjustments on investments                      (1,100,510)              - 
 Administrative expenses                                      (248,202)      (220,575) 
                                                          -------------  ------------- 
 Loss before interest and taxation                          (1,348,712)      (220,575) 
 Interest income                                                      -            112 
                                                          -------------  ------------- 
 Operating loss before taxation                             (1,348,712)      (220,463) 
 Taxation                                                             -              - 
                                                          -------------  ------------- 
 Loss for the period attributable to the owners 
  of the Company                                            (1,348,712)      (220,463) 
 Other comprehensive income: 
 Items that may be reclassified subsequently 
  to profit or loss: 
 Exchange profit on translation of foreign 
  assets                                                              -         33,209 
                                                          -------------  ------------- 
 Total comprehensive expense for the period                 (1,348,712)      (187,254) 
                                                          =============  ============= 
 
 
 Loss per share                                      3          (0.17p)        (0.04p) 
 

The notes 1 to 6 below form an integral part of these financial statements.

ALL ACTIVE ASSET CAPITAL LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 11 DECEMBER 2020

 
                                                       As at            As at 
                                                   11 December2020      30 June 
                                                                         2020 
                                                 -----------------  ------------- 
                                          Notes         GBP              GBP 
                                                     (Unaudited)      (Unaudited) 
 ASSETS 
 Non-current assets 
 Investments in equity instruments          4              469,200      1,569,710 
 Loans                                      4            2,701,972          - 
                                                 ----------------- 
                                                         3,171,172      1,569,710 
                                                 ----------------- 
 Current assets 
 Prepayments                                                 9,526         35,716 
 Deposits and other receivables             5              270,060      1,219,044 
 Bank balances                              5           10,247,921          - 
                                                 -----------------  ------------- 
 Total current assets                                   10,527,507      1,254,760 
                                                 -----------------  ------------- 
 Total assets                                           13,698,679      2,824,470 
                                                 =================  ============= 
 
 CAPITAL AND RESERVES 
 Share capital                              6           21,099,315      8,699,644 
 Reserves                                              (7,442,279)    (6,093,567) 
                                                 -----------------  ------------- 
 Total equity                                           13,657,036      2,606,077 
                                                 =================  ============= 
 
 LIABILITIES 
 Current liabilities 
 Other payables and accruals                                41,643        218,393 
                                                 -----------------  ------------- 
 Total liabilities                                          41,643        218,393 
                                                 -----------------  ------------- 
 
 Total equity and liabilities                           13,698,679      2,824,469 
                                                 -----------------  ------------- 
 
 Net current assets                                     10,485,864      1,036,367 
                                                 -----------------  ------------- 
 
 Total assets less current liabilities                  13,657,036      2,606,077 
                                                 =================  ============= 
 
 Net assets                                             13,657,036      2,606,077 
                                                 =================  ============= 
 

The notes 1 to 6 below form an integral part of these financial statements.

ALL ACTIVE ASSET CAPITAL LIMITED

CONSOLIDATED STATEMENT OF CHANGE IN EQUITY

FOR THE PERIOD 1 JULY TO 11 DECEMBER 2020

 
                                          Share      Exchange   Accumulated      Total 
                                          capital     reserve      losses 
                                       -----------  ---------  ------------  ------------ 
                                           GBP         GBP          GBP           GBP 
 At 1 January 2020                       6,392,944    346,646   (6,252,959)       486,631 
 Total comprehensive expense for the 
  period                                     -         33,209     (220,463)     (187,254) 
 Issue of shares in the period           2,306,000        -           -             - 
                                       -----------  ---------  ------------  ------------ 
 At 1 July 2020                          8,699,644    379,855   (6,473,422)     2,606,077 
 Total comprehensive expense for the 
  period                                         -        -     (1,348,712)   (1,348,712) 
 Issue of shares in the period          12,399,671        -            -       12,399,671 
                                       -----------  ---------  ------------  ------------ 
 At 11 December 2020                    21,099,315    379,855   (7,822,134)    13,657,036 
                                       ===========  =========  ============  ============ 
 
 

The notes 1 to 6 below form an integral part of these financial statements.

ALL ACTIVE ASSET CAPITAL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD 1 JULY TO 11 DECEMBER 2020

 
                                                Notes     Period from       6 months 
                                                          1 July 2020         ended 
                                                         to 11 December      30 June 
                                                              2020            2020 
                                                       ----------------  ------------- 
                                                              GBP             GBP 
                                                          (Unaudited)      (Unaudited) 
 Operating activities 
 Loss before interest and taxation                          (1,348,712)      (220,575) 
 Fair value adjustment                                        1,100,510              - 
                                                       ----------------  ------------- 
                                                              (248,202)      (220,575) 
 Working capital changes 
   Decrease (increase) in prepayments                            26,190       (14,912) 
   Decrease (increase) in deposits and other 
    receivables                                                 948,984    (1,101,841) 
   (Decrease) increase in accruals and other 
    payables                                                  (176,750)         86,516 
                                                       ----------------  ------------- 
 Cash generated by (used in) operations                         550,222    (1,250,812) 
 Interest received                                                    -            112 
                                                       ----------------  ------------- 
 Net cash used in operating activities                          550,222    (1,250,700) 
 Financing activities 
 Net proceeds of shares issued for cash                      12,399,671      1,250,700 
                                                             12,949,893              - 
 Investment activities 
 Advance of secured convertible loan                        (2,701,972)              - 
 Net increase in cash                                        10,247,921              - 
 Cash at beginning of the period                    5                 -              - 
 Cash at end of the period                        5          10,247,921              - 
                                                       ================  ============= 
 

The notes 1 to 6 below form an integral part of these financial statements.

ALL ACTIVE ASSET CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11 DECEMBER 2020

   1.      GENERAL INFORMATION 

All Active Asset Capital Limited (the "Company") is an investing company incorporated in the British Virgin Islands on 14 September 2012 with its registered office located on Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands. The ordinary shares of the Company were admitted to trading on the AIM market of the London Stock Exchange on 2 May 2013.

The principal activity of the Company is to make investments in accordance with its investing policy.

These financial statements are unaudited and do not constitute statutory accounts.

   2.      BASIS OF ACCOUNTING 

These consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, issued by the International Accounting Standards Board, and the applicable disclosure provisions of the AIM Rules for Companies issued by the London Stock Exchange. The financial statements are presented in pounds sterling.

The preparation of consolidated financial statements in conformity with IAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year-to-date basis. Actual results may differ from these estimates.

This additional interim financial information contains consolidated financial statements and explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the interim financial statements for the six months ended 30 June 2020. These consolidated financial statements and notes therein do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards.

   3.      LOSS PER SHARE 

The calculation of the basic loss per share is based on the loss for the period attributable to shareholders of GBP1,348,712 (six months ended 30 June 2020: loss of GBP187,254) divided by the weighted average number of 799,134,090 (six months ended 30 June 2020: 520,630,987) ordinary shares in issue during the period.

   4.      INVESTMENTS 
 
                                                     11 December    30 June 
                                                         2020         2020 
                                                    ------------  ---------- 
                                                         GBP          GBP 
 Unlisted entities 
 7% stake in Myanmar Allure Group Company Limited        150,000     513,710 
 Secured convertible loan to Mesh Holdings plc         2,701,972        - 
  (EUR3 million) 
 
 Listed equity entities 
 Ordinary shares in Asimilar Group plc, warrants 
  over ordinary shares in Asimilar Group plc and 
  options over warrants in Asimilar Group plc            319,200   1,056,000 
 
                                                       3,171,172   1,569,710 
                                                    ============  ========== 
 

The equity and loan interests in unlisted entities are stated at directors' valuation. The investments in the listed securities are valued using market prices.

ALL ACTIVE ASSET CAPITAL LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

11 DECEMBER 2020

   5.      BANK BALANCES 

At 30 June 2020, the Group did not have a bank account. At that date cash amounting to GBP1,219,044 was held in trust by third party financial institutions and was classified as deposits and other receivables.

   6.      SHARE CAPITAL 
 
 Authorised                                          No. of shares     No. of 
                                                                        shares 
 Ordinary shares of no par value                     2,000,000,000  1,000,000,000 
                                                     =============  ============= 
 
 Issued                                                   GBP            GBP 
 973,723,572 (30 June 2020 - 774,076,072) ordinary 
  shares of no par value                                21,099,315      8,699,644 
                                                     =============  ============= 
 

On 20 November 2020, the Company issued 62,500,000 new ordinary shares at a price of 8 pence per share, raising gross proceeds of GBP5,000,000.

On 3 December 2020 the Company issued 81,250,000 new ordinary shares at a price of 8 pence per share, raising gross proceeds of GBP6,500,000.

Since 30 June 2020 holders of warrants have exercised their rights to buy 54,670,001 shares at 2.5p per share and 1,562,500 shares at 0.4p per share, raising aggregate gross proceeds for the Company of GBP1,373,000.

On 20 November 2020 the Company granted 31,250,000 warrants over new ordinary shares at an exercise price of 15p per share. The warrants are exercisable for 18 months from the date of issue. As at 11 December 2020 none of these warrants has been exercised.

On 30 November 2020, the Company granted 49,200,000 warrants over new ordinary shares at an exercise price of 15p per share. The warrants are exercisable for 18 months from the date of issue. As at 11 December 2020 none of these warrants had been exercised.

On 4 December 2020 the Company granted 40,625,000 warrants over new ordinary shares at an exercise price of 15p per share. The warrants are exercisable for 18 months from the date of issue. As at 11 December 2020 none of these warrants had been exercised.

In addition to the warrants issued during the period, there remain 67,665,000 unexercised warrants (each exercisable at 2.5p per share) which, if exercised, would result in the receipt by the Company of GBP1,691,625 in additional share capital. The ability to exercise these warrants expires on 16 December 2020.

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