TIDMAC8

RNS Number : 7887J

Acceler8 Ventures PLC

29 April 2022

29 April 2022

ACCELER8 VENTURES PLC

("AC8" or the "Company")

Full Year Results for the period ended 31 December 2021

Acceler8 Ventures Plc (LSE: AC8) has today published its Annual Report and Financial Statements for the period ended 31 December 2021 (the "Annual Report").

In accordance with Listing Rule 9.6.1 copies of the Annual Report have been submitted to the UK Listing Authority and will shortly be available to view on the Company's website at https://acceler8.ventures and will be shortly available for inspection from the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanis m

LEI: 2138004B1HKZP1OR2C72

Enquiries

 
 Tessera - Strategic Adviser 
  Tony Morris                      +44 (0) 7742 189145 
 

Chairman's Statement

For the 9 month period ended 31 December 2021

CHAIRMAN'S STATEMENT

I am pleased to present the financial results for Acceler8 Ventures Plc ("AC8", the "Company") and its subsidiary (together the "Group") for the period ended 31 December 2021, which covers approximately nine months of trading since the Company's incorporation on 25 March 2021.

Since establishing the Company on the Standard List of the Main Market of the London Stock Exchange in 2021, as a team we have remained focused on executing our strategy and continue to assess investment and acquisition opportunities where we believe there to be sustainable growth potential both organically, and through acquisition. These will typically be fundamentally sound assets located in the UK or internationally, including Europe and the Asia Pacific region, where tangible opportunities exist to drive strategic, operational and performance improvements.

Despite some prevailing general macroeconomic uncertainty, we remain extremely positive regarding prospects within our chosen areas of focus including gaming, media and entertainment, software and technology, industrials and business services sectors. With AC8, we have an ideal platform from which we can execute our buy and build strategy and we look forward to updating shareholders in due course as our investment and acquisition plans develop during the new financial year.

I would like to take this opportunity to thank our shareholders for both their support at IPO and while we diligently continue to source and evaluate a number of exciting propositions that if secured, we believe have the potential to deliver value for our shareholders.

David Williams

Chairman

28 April 2022

Report of the Directors

For the 9 month period ended 31 December 2021

REPORT OF THE DIRECTORS

The Directors of the Company present their report for the period ended 31 December 2021.

PRINCIPAL ACTIVITY AND BUSINESS REVIEW

For the financial period ended 31 December 2021, the Company's principal activity was a holding company, which has actively pursued its strategy through the sourcing and assessment of acquisition and investment opportunities across gaming, media and entertainment, software and technology, industrials and business services sectors.

On 19 July 2021, the Company successfully listed its ordinary shares onto the Main Market of the London Stock Exchange.

RESULTS

During the period, AC8 recorded a loss of GBP383,784 and the loss per share was GBP0.72, reflecting moderate monthly operating expenses of the Company as well as transaction expenses occurred during its IPO, which completed in July 2021. The Company had cash reserves at the end of the period of GBP432,440.

DIVIDS

At this point in the Company's development, it does not anticipate declaring any dividends in the foreseeable future. As such, the Directors do not recommend the payment of a dividend for the period.

FUTURE DEVELOPMENTS

The Directors expect to continue to execute the Company's strategy in sourcing and assessing acquisition and investment opportunities across its stated sectors of focus.

KEY PERFORMANCE INDICATORS

The Board continues to focus on maximising shareholder value through pursuing its acquisition strategy.

As such, the Board will identify and develop appropriate key performance indicators after an acquisition has been completed.

GOING CONCERN

The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to execute its operations and has the ability to access additional financing, if required, over the next 12 months. The Company's unaudited cash balance as at 22 April 2022 was GBP389,456, and excluding the consummation of any investment or acquisition which will likely require specific funding, has adequate resources available to fund the on-going forecast operating expenses for at least twelve months following approval of the financial statements. The Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements (see Note 2).

RISK MANAGEMENT

In order to execute the Group's strategy, the Company and its subsidiaries will be exposed to both financial and non-financial risks. The Board has overall responsibility for the Group's risk management and it is the Board's role to consider whether those risks identified by management are acceptable within the Group's strategy and risk appetite. The Board therefore periodically reviews the principal risks and considers how effective and appropriate the controls that management has in place to mitigate the risk exposure are and will make recommendations to management accordingly.

As the Company had not completed an investment or acquisition in the period, it has limited financial statements and/or historical financial data, and limited trading history. As such, the Company during the period was subject to the risks and uncertainties associated with an early-stage acquisition company, including the risk that the Company will not achieve its investment objectives and that the value of any investment or acquisition could decline and may result in the partial or complete loss of capital invested. The past performance of investee companies or assets managed by the Directors will not necessarily be a guide to future business, results of operations, financial condition or prospects of the Company.

In order to mitigate against these risks, the Directors continue to undertake thorough due diligence on investment opportunities and acquisition targets, to a level considered reasonable and appropriate by the Company on a case-by-case basis, including the potential commissioning of third-party specialist reports as appropriate. Following completion of any investment or acquisition, it is intended that any investments or assets will be overseen by the Directors and assisted by the Company's professional advisers.

Financial Risk Management

The Directors consider the Group to be exposed to the following financial risks:

a. Price risk: the price paid for securities is subject to market movement that may have an impact on the operations of the Group when raising finance;

b. Cash flow interest rate risk: the Group has significant cash balances which exposed it to movement in the market interest rates; and

c. Liquidity risk: the Group manages its cash requirements to balance cash availability and the generation of interest income.

Given the relatively small size and operation of the Group in the period, the Directors have not delegated the responsibility of risk monitoring to a sub-committee of the Board, but closely monitor the risks on a periodic basis. The Directors consider their exposure in the financial period to have been low. Refer to Note 14 for assessment of the risks arising from financial instruments.

Non-financial Risk Management

The non-financial risk factors for the period ended 31 December 2021 did not materially change from those set out in AC8's Prospectus dated 14 July 2021.

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY

As the Company has not completed its first acquisition and has on only two Directors, limited travel and no premises, the Directors do not consider any disclosure under the Task Force on Climate-related Financial Disclosures is required at this juncture, however the Company will continue to review this position as it executes its investment and acquisition strategy.

POLITICAL CONTRIBUTIONS

The Company has made no political contributions during the period.

CHARITABLE DONATIONS

The Company has made no charitable donations during the period.

POST BALANCE SHEET EVENTS

There have been no post balance sheet events. See Note 20.

SHARE CAPITAL

Details of the Company's share capital is set out in Note 15. The Company's share capital consists of one class of ordinary share, which does not carry rights to fixed income. As at 31 December 2021, there were 750,000 ordinary shares of 1p par value each in issue.

SIGNIFICANT SHAREHOLDERS

As at 22 April 2022, the Company had been advised of the following notifiable interests (whether directly or indirectly held) in voting rights.

 
Name                                    Shareholding  Percentage 
--------------------------------------  ------------  ---------- 
David Williams                               275,000       36.7% 
Bank of New York Nominees Limited            116,500       15.5% 
Giles Willits                                100,000       13.3% 
Helen Johnson                                 37,500        5.0% 
Michael Johnson                               37,500        5.0% 
Transact Nominees Limited                     33,333        4.4% 
David Morris                                  25,000        3.3% 
Tessera Investment Management Limited         25,000        3.3% 
 

As at 22 April 2022, the Directors in aggregate held 375,000 ordinary shares, which represents 50.0 per cent. of the Company's issued share capital.

COMPANY DIRECTORS

The Directors during the period and summaries of their experience are set out below.

David Williams Non-executive Chairman (aged 68)

David has over 36 years' experience in investment markets, serving as Chairman in executive and non-executive capacities for a number of public and private companies. He has overseen the development of these companies, raising in excess of GBP1 billion of capital to support both organic and acquisitive growth initiatives.

David was the original founder of Marwyn Capital LLP, the award-winning investment management company. David was also formerly Chairman of Entertainment One Ltd. (LSE: ETO), Zetar plc, and Oxford BioDynamics Plc (AIM: OBD), and non-executive director of Breedon Group plc (AIM: BREE). He currently serves as Non-executive Chairman of the AIM-quoted cyber security business, Shearwater Group plc (AIM: SWG) and is a non-executive director of Main Market listed Red Capital Plc (LSE: AC8) and Bay Capital Plc (LSE: BAY).

Giles Willits Non-Executive Director (age 55)

Giles has more than 20 years' experience in senior leadership and financial roles in multiple household name businesses, and is Chief Financial Officer and board director of IG Design Group plc (AIM: IGR), the world's largest consumer gift packaging organisation.

Prior to his role at IG Design Group, Giles was Chief Financial Officer of Entertainment One Ltd. (LSE: ETO), having joined prior to its admission to trading on AIM in 2007, during which time the business grew organically and through acquisitions to a market capitalisation of over GBP1 billion, becoming a FTSE250 premium listed organisation. He was also formerly Director of Group Finance at J Sainsbury plc and qualified as a chartered accountant at PricewaterhouseCoopers.

During his extensive career, Giles has completed numerous corporate acquisitions as part of buy-and-build strategies, acquiring private and publicly listed companies, stepping companies up from AIM to the Main Market, as well as leading on equity and debt financings in support of organic growth and acquisition activity.

The Directors who held office during the period and their beneficial interest in the share capital of the Company at 31 December 2021 were as follows:

 
                   31 December 
                          2021 
 
 David Williams        275,000 
 Giles Willits         100,000 
                  ------------ 
                       375,000 
                  ------------ 
 

DIRECTORS REMUNERATION

The Chairman and Non-Executive Director are each entitled to fees of GBP20,000 each per annum for their respective roles within the Company, as per their service agreements entered into on 13 July 2021. All Director fees have been accrued in the period. There are no other benefits paid to Directors outside of their service fees, save for ordinary course reimbursable expenses properly incurred in the performing their duties as Directors. The Company does not operate a pension scheme.

 
                    Salary   Benefits   31 December 
                              in kind    2021 Total 
 Director              GBP        GBP           GBP 
                   -------  ---------  ------------ 
 David Williams     10,000          -        10,000 
 Giles Willits      10,000          -        10,000 
                   -------  ---------  ------------ 
                    20,000          -        20,000 
                   -------  ---------  ------------ 
 
 

In addition to the Directors' fee entitlements outlined above, the Directors are also participants in the Subco Incentive Scheme and holders of warrants as detailed below.

SUBCO INCENTIVE SCHEME

The Directors believe that the success of the Company will depend to a high degree on the future performance of key employees and advisers in executing and supporting the Company's growth strategy. The Company has therefore established equity-based incentive arrangements which are, and will continue to be, an important means of retaining, attracting and motivating key employees, consultants and advisers, and also for aligning the interests of the Directors with those of shareholders.

On 27 May 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares at the election of the Company.

Under these arrangements in place, participants are entitled up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from Admission, or following a change of control of the Company or Subco.

In order to implement the Subco Incentive Scheme, the Company as sole shareholder of Subco, approved the creation of a new share class in Subco (the "B Shares"). At the same time the Subco's existing ordinary shares were redesignated A Shares. The B Shares do not have voting or dividend rights.

On 27 May 2021, David Williams, Chairman of the Company, Giles Willits, a Non-Executive Director of the Company, and Kathleen Long and Anthony Morris, Directors of Tessera Investment Management Limited, became the first participants in the Subco Incentive Scheme ("Founder Participants"), and as such, the proportion of Shareholder Value attaching to the Subco Incentive Scheme is 2.9 per cent. of a total cap of 15 per cent.

The Founder Participants and their respective holdings are outlined below.

 
 Participant        Subco B shares 
                              held 
 
 David Williams              1,667 
 Giles Willits              24,000 
 Kathleen Long               1,667 
 Anthony Morris              1,666 
                   --------------- 
                            29,000 
                   --------------- 
 

CORPORATE GOVERNANCE

As a Jersey company and a company with a Standard Listing, the Company is not required to comply with the provisions of the UK Corporate Governance Code 2018. Furthermore, there is no applicable regime of corporate governance to which the directors of a Jersey company must adhere over and above the general fiduciary duties and duties of care, skill and diligence imposed on such directors under Jersey law. Notwithstanding this, the Directors are committed to maintaining high standards of corporate governance and will be responsible for carrying out the Company's objectives and implementing its business strategy.

All investment, acquisition, divestment and other strategic decisions are considered and determined by the Board. The Board provides leadership within a framework of prudent and effective controls. The Board has established the corporate governance values of the Company and has overall responsibility for setting the Company's strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.

In this regard, the Board, so far as is practicable given the Company's size and stage of its development, has voluntarily adopted the QCA Code as its chosen corporate governance framework. There are certain provisions of the QCA Code which the Company will not adhere to currently, and their adoption will be delayed until such time as the Directors believe it is appropriate to do so. It is anticipated that this will occur concurrently with the Company's first material investment or acquisition.

Following such an acquisition, the Company will seek to develop its corporate governance position, and will address key differences to the QCA Code including the implementation of audit, remuneration and nomination committees with appropriate terms of reference, the publication of KPIs, and the development of a corporate and social responsibility policy.

ROLE OF THE BOARD

The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Directors' responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company's approach to risk management and has formally adopted an anti-corruption and bribery policy.

The Company does not have a separate investing committee and therefore the Board as a whole will be responsible for sourcing acquisitions and ensuring that opportunities are in conformity with the Company's strategy.

The Company holds four formal Board meetings a year, with unscheduled meetings as matters arise which require the attention of the Board. Formal Board meetings are timed to link to key events in the Company's corporate calendar. Outside the scheduled and unscheduled meetings of the Board, the Directors maintain frequent contact with each other to keep them fully briefed on the Company's operations.

INTERNAL CONTROLS

The Board acknowledges its responsibility for establishing and monitoring the Group's systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group's systems are designed to provide the Directors with reasonable assurance that problems can be identified on a timely basis and dealt with appropriately.

The Group maintains an appropriate process for financial reporting. The annual budget is reviewed and approved by then Board before being formally adopted.

Other key procedures that have been established and which are designed to provide effective control are as follows:

Management structure - The Board meets regularly on a formal and informal basis to discuss all issues affecting the Group.

Investment appraisal - The Group has a robust framework for investment appraisal and approval is required by the Board, where appropriate.

Share dealing and inside information - the Company has adopted a share dealing code regulating trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on the Official List (particularly relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company takes all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing code.

The Board reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment. No significant deficiencies have come to light during the period and no weaknesses in internal financial control have resulted in any material losses, or contingencies which would require disclosure, as recommended by the guidance for Directors on reporting on internal financial control.

The Directors are focused on careful management of the Company's cash and financial resources through Board level approvals. At such time that the Company completes an acquisition, the Directors anticipate that the Company's financial position and prospects procedures regime will be updated and expanded as necessary to cater for the nature of the Company's business following completion of its inaugural investment or acquisition.

BOARD EVALUATION

In the period, the Board evaluation process was limited to an ongoing informal evaluation of the performance of the Board by each Director. This will be replaced by a formal, annual evaluation process once the Company has completed its first acquisition.

EXTERNAL ADVISERS

The Board accessed the following external advisers during the period and post the period end:

Mayer Brown International LLP and Ogier (Jersey) LLP - legal

Tessera Investment Management Limited - capital markets and M&A

JTC Plc - company secretarial, governance and regulatory filings

CONFLICTS OF INTEREST

A Director has a duty to avoid a situation in which he or she has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company. The Board has satisfied itself that there are no conflicts of interest where the Directors have appointments on the Boards of, or relationships with, companies outside the Company. Furthermore, the Board requires Directors to declare all appointments and other situations which could result in a possible conflict of interest, and therefore believes it has a robust framework to deal with any conflict of interest should it arise.

RELATIONS WITH SHAREHOLDERS

The Chairman is the Group's principal spokesperson with investors, fund managers, the press and other interested parties. As well as the Annual General Meeting with shareholders, the other Directors may give formal presentations at investor road shows following the announcement of interim and full year results.

Notice of this year's Annual General Meeting will shortly be sent to shareholders.

DISCLOSURE OF INFORMATION TO THE AUDITOR

So far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

The Directors confirm to the best of their knowledge that:

-- the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as whole;

-- the Chairman's Statement and Report of the Directors includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

-- the annual report and accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy.

AUDITOR

The auditor, MHA MacIntyre Hudson, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD

David Williams

Chairman

28 April 2022

Statement of Directors Responsibilities

For the 9 month period ended 31 December 2021

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Jersey Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS"). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the Directors are required to:

   --      select suitable accounting policies and then apply them consistently; 
   --      make judgements and estimates that are reasonable and prudent; 

-- state whether the Group financial statements have been prepared in accordance with IFRS as adopted by the United Kingdom;

-- state whether the Company financial statements have been prepared in accordance with FRS 101 "Reduced disclosure framework"; and

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

The maintenance and integrity of the Group's website is the responsibility of the Directors. The work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in Jersey governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

Consolidated statement of comprehensive income

For the 9 month period ended 31 December 2021

 
                                                           2021 
                                               Note         GBP 
 
 Administrative expenses                              (383,784) 
 
 Loss before taxation                             6   (383,784) 
 
 Taxation charge                                  7           - 
                                                     ---------- 
 
 Loss for the period                                  (383,784) 
 
 
 Total comprehensive expense for the period           (383,784) 
                                                     ========== 
 
 
 Loss per share 
 Basic and diluted                                8   (GBP0.72) 
                                                     ========== 
 
 
 Loss attributable to; 
 Owners of the parent company                         (383,785) 
 Non-controlling interests                                    - 
 
 
 

The notes below form part of these consolidated Financial Statements.

Consolidated statement of Financial Position

As at 31 December 2021

 
                                       31 December   31 December 
                                              2021          2021 
                                Note           GBP           GBP 
 Current assets 
 Cash and cash equivalents       11        432,440 
 Other receivables               12          1,169 
 
 Total current assets                                    433,609 
                                                    ------------ 
 
 Total assets                                            433,609 
                                                    ------------ 
 
 Current liabilities 
 Other payables                  13         80,080 
 
 Total current liabilities                                80,080 
 
 Total liabilities                                        80,080 
                                                    ------------ 
 
 Total net assets                                        353,529 
                                                    ============ 
 Equity 
 Issued share capital            15                        7,500 
 Share premium                   16                      729,598 
 Capital redemption reserve      16                            2 
 Share based payment reserve     16                          146 
 Non-controlling interest        16                           67 
 Retained deficit                16                    (383,784) 
 
 Total equity                                            353,529 
                                                    ============ 
 
 

The consolidated financial statements were approved and authorised for issue by the Board on 28 April 2022 and were signed on its behalf by:

David Williams

Chairman

The notes below form part of these consolidated Financial Statements.

Consolidated statement of changes in equity

For the 9 month period ended 31 December 2021

 
                                                                                           Non-controlling 
                               Share       Share        Capital       Share     Retained          interest 
                             capital     premium     redemption       based      deficit                         Total 
                                                        reserve     payment 
                                                                    reserve 
                    Note         GBP         GBP            GBP         GBP          GBP               GBP         GBP 
 
 Balance at 
  incorporation 
  date                             2           -              -           -            -                 -           2 
 
 Loss for the 
  period                           -           -              -           -    (383,784)                 -   (383,784) 
 Transactions 
  with owners in 
  their capacity 
  as owners: 
 
 Issue of new 
  ordinary shares    15        7,498     742,498              2           -            -                67     750,065 
 Ordinary share 
  issue costs                           (12,900)                                                              (12,900) 
 Share based 
  payment            18            -           -              -         146            -                           146 
 
 At 31 December 
  2021                         7,500     729,598              2         146    (383,784)                         35329 
 

See note 15 of the notes for full details of the capital movements during the period.

The notes below form part of these consolidated Financial Statements.

Consolidated statement of cash flows

For the 9 month period ended 31 December 2021

 
                                                              2021 
                                                               GBP 
 
 Operating activities 
 Loss before taxation                                    (383,784) 
 Adjustments for: 
 Share based payment charge                                    146 
 
 Operating cash flows before changes in working 
  capital                                                (383,638) 
 
 Increase in other receivables                             (1,169) 
 Increase in other payables                                 80,147 
                                                        ---------- 
 
 Net cash outflows from operating activities             (304,660) 
                                                        ---------- 
 
 Financing activities 
 Issue of ordinary shares net of issue costs               750,000 
 Ordinary share issue costs                               (12,900) 
 
 Net cash inflows from financing activities                737,100 
                                                        ---------- 
 
 Net increase in cash and cash equivalents                 432,440 
 
 Cash and cash equivalents at beginning of the period            - 
 
 Cash and cash equivalents at end of the period            432,440 
                                                        ========== 
 
 

The notes below form part of these consolidated Financial Statements.

Notes forming part of the consolidated financial statements

For the 9 month period ended 31 December 2021

 
 1   General information 
 

The Company was incorporated on 25 March 2021 as Acceler8 Ventures Limited, a private limited company under the laws of Jersey with registered number 134586. On 17 May 2021, the Company was re-registered as an unlisted public limited company and its name was changed to Acceler8 Ventures Plc. On 19 July 2021 the Company shares were admitted to trading onto the Main Market of the London Stock Exchange. The Company is the parent company of Acceler8 Ventures Subco Limited (a private limited company under the laws of Jersey with registered number 134587).

The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Group has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Group's investment and acquisition strategy with a view to creating shareholder value. The Group will retain a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so. This will include transactions with target companies located in the UK and internationally.

 
 2   Accounting policies 
 

The principal policies adopted in the preparation of the consolidated financial statements are as follows:

(a) Basis of preparation

These consolidated financial statements have been prepared in accordance with the requirements of International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the requirements of the Companies (Jersey) Law 1991.

No comparative figures have been presented as the consolidated financial statements cover the period from incorporation on 25 March 2021 to 31 December 2021.

(b) Basis of consolidation

The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.

Where the Group has control over a Company, it is classified as a subsidiary. The Group controls a Company if all three of the following elements are present: power over the Company, exposure to variable returns from the Company, and the ability of the Group to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the consolidated statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The acquisition related costs are included in the consolidated statement of comprehensive income on an accruals basis. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained.

 
 2   Accounting policies 
 

(c) Functional and presentational currency

The Group's functional and presentational currency for these financial statements is the pound sterling.

(d) Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to execute its operations and has the ability to access additional financing, if required, over the next 12 months. The Company's unaudited cash balance as at 22 April 2022 is GBP389,456, and excluding the consummation of any investment or acquisition which will likely require specific funding, has adequate resources available to fund the on-going forecasted operating expenses for at least twelve months following approval of the financial statements. The Directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements.

(e) Employee benefits

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(f) Taxation

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

(g) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity of three months or less, held for meeting short term commitments.

(h) Financial assets and liabilities

The Group's financial assets and liabilities comprise cash and other payables.

Other payables are not interest bearing and are stated at their amortised cost.

(i) Share-based payments

The Group operates an equity-settled share-based payment plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group's estimate of awards that will eventually vest, with a corresponding increase in equity as a share-based payment reserve.

This plan includes market-based vesting conditions for which the fair value at grant date reflects and are therefore not subsequently revisited. The fair value is determined using a binomial model.

(j) Accounting standards issued

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest Rate Benchmark Reform - Phase 2 (effective for annual periods beginning on or after 1 January 2021) were issued and adopted in the period with no material impact on the financial statements.

There were no other new accounting standards issued have been adopted in the period.

(k) Standards in issue but not yet effective

At the date of authorisation of these financial statements there were amendments to standards which were in issue but which were not yet effective and which have not been applied. The principal ones were:

-- Amendment to IFRS 16, 'Leases' - COVID-19 related rent concessions. Extension of the practical expedient (effective for annual period beginning on or 1 April 2021)

-- A number of narrow-scope amendments to IFRS 3, IAS 16, IAS 37 and some annual improvements on IFRS 1, IFRS 9, IAS 41 and IFRS 16 (effective for annual periods beginning on or after 1 January 2022)

-- Amendments to IAS 1, Presentation of financial statements on classification of liabilities (effective date deferred until accounting periods starting not earlier than 1 January 2024)

-- Narrow scope amendments to IAS 1, Practice statement 2 and IAS 8 (effective for annual periods beginning on or after 1 January 2023.

-- Amendment to IAS 12 - deferred tax related to assets and liabilities arising from a single transaction (effective for annual periods beginning on or after 1 January 2023)

-- The Directors do not expect the adoption of these amendments to standards to have a material impact on the financial statements.

 
 3   Accounting estimates and judgements 
 

In preparing the consolidated financial statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the consolidated financial statements with the exception of the valuation of share based payments. Please see note 18 for further details.

 
 4    Employees 
 
 
     Staff costs, including Directors,       2021 
      consist of:                             GBP 
 
     Wages and salaries                    20,000 
     Share based payments (Note 18)           129 
                                          _______ 
 
                                           20,129 
                                          _______ 
 
 
                                                      2021 
                                                    Number 
 
     The average number of employees, including          2 
      Directors, during the period was:            _______ 
 
 
 5   Directors' remuneration 
 

The Company Directors are considered the only key management personnel and their remuneration was as follows:

 
                                                              2021 
                                                               GBP 
 
  Directors' emoluments                                     20,000 
  Share-based payments (Note 18)                               129 
                                                          ________ 
 
                                                            20,129 
                                                          ________ 
 6     Operating loss 
                                                                2021 
                                                                 GBP 
       This has been arrived at after charging: 
       Professional services                                 244,328 
       Listing expenses                                       56,549 
       Fees payable to the Company's auditor for the 
        audit of the parent and consolidated accounts         20,000 
 
 
 
 7   Taxation 
                                                     2021 
                                                      GBP 
     Jersey corporation tax 
     Corporation tax on loss for the period             - 
 
     Total taxation on loss on ordinary activities      - 
 
 
                                                        9 month 
                                                         period 
                                                       ended 31 
                                                       Dec 2021 
                                                            GBP 
 
  Loss before tax                                     (383,784) 
                                                       ________ 
 
  Tax for financial service companies at 10%           (38,378) 
 
  Effect of: 
  Tax losses on which a deferred tax asset has not 
   been recognised                                       38,378 
                                                       ________ 
 
  Total taxation on loss on ordinary activities               - 
                                                       ________ 
 
 
 8   Earnings per share 
 

Earnings per share is calculated by dividing the loss after tax for the period by the weighted average number of shares in issue for the period, these figures being as follows:

 
                                                         2021 
                                                          GBP 
 
  Loss used in basic and diluted EPS, being loss 
   after tax                                        (383,784) 
 
  Adjustments: 
  Share based remuneration                                146 
 
  Adjusted earnings used in adjusted EPS            (383,638) 
                                                     ________ 
 

The Subco Incentive Scheme share options (note 18) have not been included in the diluted EPS on the basis that they are anti-dilutive, however they may become dilutive in future periods.

 
                                                          2021 
                                                         Number 
 
  Weighted average number of ordinary shares of 
   1p each used as the denominator in calculating 
   basic and diluted EPS                                 529,360 
                                                        ________ 
 
  Earnings/(loss) per share 
  Basic and diluted                                     (GBP0.72) 
  Adjusted - basic and diluted after the adjustments    (GBP0.72) 
   in the table above 
 
 
 9   Adjusted earnings before interest, tax, depreciation 
      and amortisation (Adjusted EBITDA) 
 
 
 
                                    2021 
                                     GBP 
 
 Loss before tax              ( 383,784) 
 
 EBITDA loss                  ( 383,784) 
 
 Share based remuneration            146 
 
 Adjusted EBITDA loss         ( 383,638) 
                             =========== 
 
 
 10   Subsidiaries 
 

The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:

 
            Subsidiary      Nature of business              Country of         Proportion of A         Proportion of B 
                                                         incorporation    ordinary shares held    ordinary shares held 
                                                                                    by Company              by Company 
     Acceler8 Ventures    Intermediate holding         Jersey, Channel           100 per cent.             0 per cent. 
         Subco Limited                 company                 Islands 
 

The address of the registered office of Acceler8 Ventures Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 25 March 2021.

The A ordinary shares have full voting rights, full rights to participate in a dividend and full rights to participate in a distribution of capital. The B ordinary shares have been issued pursuant to the Company's Subco Incentive Scheme and hold no voting or dividend rights

 
 11    Cash and cash equivalents 
                                        2021 
                                         GBP 
 
  Cash and cash equivalents          432,440 
                                    ________ 
 
 
 12    Other receivables 
                                2021 
                                 GBP 
 
  Prepayments                  1,169 
                            ________ 
 
 
 13    Other payables 
                                     2021 
       Current other payables         GBP 
 
  Accruals                         80,080 
                                 ________ 
 
 
 
 14   Financial instruments 
 

The Group's financial assets and liabilities comprise cash and other payables. The carrying value of all financial assets and liabilities equals fair value given their short term nature.

 
                                          Financial assets 
                                     measured at amortised 
                                                      cost 
                                                      2021 
                                                       GBP 
  Current financial assets 
  Cash and cash equivalents                        432,440 
                                                  ________ 
 
                                     Financial liabilities 
                                     measured at amortised 
                                                      cost 
                                                      2021 
                                                       GBP 
  Current financial liabilities 
  Accruals                                          80,080 
                                                  ________ 
 

Credit risk

The Group's credit risk is wholly attributable to its cash balance. All cash balances are held at a reputable bank in Jersey. The credit risk from its cash and cash equivalents is deemed to be low due to the nature and size of the balances held.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

The Group's approach to liquidity risk is to ensure that sufficient liquidity is available to meet foreseeable requirements and to invest funds securely and profitably.

The following table details the contractual maturity of financial liabilities based on the dates the liabilities are due to be settled:

Financial liabilities:

 
                                Less than          2 to 5         More than 
                                   1 year           Years           5 years           Total 
                                      GBP             GBP               GBP             GBP 
 
   Accruals                        80,080               -                 -          80,080 
                                   ______          ______            ______          ______ 
 
   At 31 December 2021             80,080               -                 -          80,080 
                                  _______         _______            ______         _______ 
 
 
 15    Share capital 
                                       Allotted, called up and fully 
                                                    paid 
                                                2021             2021 
                                              Number              GBP 
 
       Ordinary shares of 1p each: 
       At incorporation date                       2                - 
  Issued in the period                       749,998            7,500 
                                           _________        _________ 
 
  At 31 December                             750,000            7,500 
                                           _________        _________ 
 

On incorporation on 25 March 2021, the Company had an authorised share capital of GBP10,000 divided into 10,000 ordinary shares of par value of GBP1 each, of which one ordinary share was issued to each of the Founders. The two ordinary shares were each issued for consideration of GBP1.00 per share.

On 18 May 2021, the Company sub-divided its share capital. Pursuant to the Sub-division, the two ordinary shares of GBP1.00 each in the issued share capital of the Company were split into 200 ordinary shares. Following the sub-division, 198 ordinary shares were re-designated as deferred shares of par value GBP0.01 each. Following the sub-division and re-designation: the issued share capital of the Company was comprised of 2 ordinary shares and 198 deferred shares; and the Company had an authorised share capital of GBP10,002 divided into 1,000,000 ordinary shares of par value GBP0.01 each and 200 deferred shares of a par value GBP0.01 each. The deferred shares were redeemed and subsequently cancelled, with a capital redemption reserve created of equivalent value as per note 16.

On 21 May 2021, the Company issued and allotted 399,998 Ordinary Shares at a price of GBP1.00 per ordinary share to the founders, for aggregate consideration of GBP399,998 in cash. Immediately following that issue and allotment, the issued share capital of the Company was comprised of 400,000 ordinary shares and 198 deferred shares.

On 21 May 2021, in accordance with article 5B of the Articles, the Company redeemed for nil consideration the deferred shares. Any amounts standing to the credit of any nominal or share premium account relating to deferred shares that were redeemed were credited to a capital reserve of the Company and are available for use in accordance with the Companies Law.

On 24 May 2021, the Company issued and allotted 25,000 ordinary shares at a price of GBP1.00 per ordinary share, for aggregate consideration of GBP25,000 in cash. Immediately following that issue and allotment, the issued share capital of the Company was comprised of 425,000 ordinary shares.

Pursuant to the IPO placing, 325,000 ordinary shares were issued and allotted at a price of GBP0.10 per ordinary shares to certain new investors.

Immediately following this issue and allotment, the Company's issued share capital increased to 750,000 ordinary shares. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders' meeting of the Company.

 
 16   Reserves 
 

Share premium and retained earnings represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares was deducted from share premium.

The Capital redemption reserve is made up on amounts arising from the cancellation of the deferred shares.

The Group having no regulatory capital or similar requirements, its primary capital management focus is on maximising earnings per share and therefore shareholder return.

The non-controlling interests reserves arises out of amounts due to holders of the B shares in Acceler8 Ventures Subco Limited.

The Directors have proposed that there will be no final dividend in respect of 2021.

 
 17   Share Incentive Plan 
 

On 14 July 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited ("Subco"). Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new Ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares at the election of the Company.

Under these arrangements in place, participants are entitled to up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from admission or following a change of control of the Company or Subco.

 
 18   Share based payments 
 

The Subco Incentive Scheme detailed in Note 17 is an equity-settled share option plan which allows employees and advisors of the Group to sell their B shares to the company in exchange for a cash payment or for shares in the Company (at the Company's election) if certain conditions are met.

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 per cent. compound per annual is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair value of the options.

The outstanding B share options have a weighted average contractual life of 4 years 9 months. 29,000 B share options were issued in the period, all of which were outstanding at the period end. No B share options were exercised in the period. No B share options have expired during the period. The weighted average exercise price of the outstanding B share options is Nil.

The Group recognised GBP146 of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the period.

The fair value of options granted during the period is determined by applying a binominal model. The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these options at the date of grant.

The inputs into the binomial model in respect of options granted in the period are as follows:

 
 Opening share price               GBP1 
 Expected volatility of 
  share price                    16.67% 
 Expected life of options       5 years 
 Risk-free rate                   0.71% 
 Target increase in share 
  price per annum                 12.5% 
 
 Fair value of options           5.397p 
 

Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index.

The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents the compounded target annual increase in market capitalisation (adjusted for capital raises and dividends) that needs to be met between the third and fifth anniversary of the Group's admission onto the Main Market of the London Stock Exchange in order for the scheme to vest.

The Group did not enter into any share-based payment transactions with parties other than employees and advisors during the current period.

 
 19   Related party transactions 
 

Transactions with key management personnel

Key management personnel comprise the Directors and executive officers. The remuneration of the individual Directors is disclosed in the Report of the Directors.

Other transactions - Group

On 14 May 2021, the Company entered into an arm's length strategic advisory agreement with Tessera pursuant to which Tessera has agreed to provide strategic and general corporate advice, and acquisition and capital raising transaction support services to the Company. Tessera was entitled to an initial transaction fee of GBP100,000 (plus VAT) payable on admission for transaction management services provided to the Company in connection with admission capital raising activities.

From admission, Tessera will provide strategic advisory services and will be paid a success fee on completion on the first acquisition, at an amount to be agreed between Tessera and the Company. Following completion of the first acquisition, Tessera will provide services as requested by the Company and will charge a fixed daily rate or monthly retainer fee depending on the volume of such services. As at 31 December 2021, GBPnil was owed to Tessera by the Company.

 
 20   Post balance sheet events 
 

There are no events subsequent to the reporting date which would have a material impact on the financial statements.

 
 21   Contingent liabilities 
 

There are no contingent liabilities at the reporting date which would have a material impact on the financial statements.

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END

FR UWUARUKUSUUR

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April 29, 2022 02:01 ET (06:01 GMT)

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