TIDMAC8
RNS Number : 3402Z
Acceler8 Ventures PLC
14 September 2022
14 September 2022
ACCELER8 VENTURES PLC
("AC8" or the "Company")
Interim Results for the six months ended 30 June 2022
Acceler8 Ventures Plc (LSE: AC8) announces its unaudited
condensed interim results for the six month period to 30 June 2022
(the "Interim Report").
Strategy
AC8 was established in 2021 to undertake one or more investment
and / or acquisition opportunities of businesses operating within
the UK or internationally across certain sectors.
The Company retains 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 includes
transactions with target companies located across the UK and
internationally with enterprise values up to GBP250 million.
The Company's strategic aim is to drive shareholder value
through the acquisition of target companies in certain sectors
where the Board believes there to be sustainable growth
opportunities both organically, and through acquisition. Sectors of
particular focus include gaming, media and entertainment, software
and technology, industrials and business services.
Results and developments in the six month period to 30 June
2022
The Company's loss after taxation was GBP55,114 (period to 30
June 2021: GBP157,000). This principally reflected operating
expenses incurred as a listed business of GBP55,015. The Company
generated a loss per share of GBP0.1 (period to 30 June 2021:
GBP0.9).
As a result of tight cost control and moderate operating
expenses, as at 30 June 2022, AC8's cash balance was GBP337,351 (as
at 31 December 2021: GBP432,440).
On 28 June 2022, the Company held its inaugural Annual General
Meeting in which all resolutions were unanimously passed.
Risks
As the Company has yet to complete an investment or acquisition,
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.
The Directors are of the opinion that these risks, which were
detailed further in AC8's published final results for the financial
year ended 31 December 2021, remain applicable to the Company.
Dividend
At this point in the Company's development, it does not
anticipate declaring any dividends in the foreseeable future.
Following the Company's inaugural investment or acquisition, the
Directors will determine an appropriate dividend policy for
AC8.
Outlook
During the period and post period end, AC8 has continued to
pursue its investment and acquisition strategy and is currently
assessing both domestic and international opportunities within its
chosen sectors of interest. These include successful businesses
with the potential for high growth that have considered a listing
and are seeking to partner with, and leverage the benefits of, the
Board's experience and that of the wider AC8 team. The Directors
look forward to updating shareholders on progress in due
course.
David Williams
Chairman
13 September 2022
Enquiries :
Tessera Investment Management
Limited
Tony Morris +44 (0) 7742 189145
--------------------
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period 1 January 2022 to 30 June 2022
Note Unaudited Unaudited
period ended 3 month period
30 June 2022 ended 30 June
GBP 2021
GBP
Revenue - -
Cost of sales - -
-------------- ----------------
Gross profit - -
Operating expenses (55,172) (157,000)
-------------- ----------------
Operating loss (55,172) (157,000)
Net finance income 5 58 -
-------------- ----------------
Loss before tax (55,114) (157,000)
Taxation - -
-------------- ----------------
Loss for the period (55,114) (157,000)
Loss attributable to the Company (55,114) (157,000)
-------------- ----------------
Loss per share expressed in
pounds per share
From continuing and total operations:
Basic & diluted loss per share,
GBP 10 (0.1) (0.9)
The Company has no items of other comprehensive income.
All losses in both periods were attributable, in full, to the
owners of the parent company.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
Note Unaudited Audited
As at 30 June As at 31 December
2022 2021
GBP GBP
Assets
Current assets
Trade and other receivables 7 4,542 1,169
Cash 8 337,351 432,440
--------------- -------------------
Total current assets 341,893 433,609
--------------- -------------------
Current liabilities
Trade and other payables 9 (43,321) (80,080)
--------------- -------------------
Net current assets 298,572 353,529
--------------- -------------------
Net assets
Share capital 12 7,500 7,500
Share premium 13 729,598 729,598
Capital redemption reserve 13 2 2
Share based payment reserve 13 303 146
Non-controlling interest 13 67 67
Retained loss 13 (438,898) (383,784)
--------------- -------------------
Total equity attributable
to equity holders of the Company 298,572 353,529
--------------- -------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period from incorporation on 25 March 2021 to 30 June
2021
Share Capital Share Premium Retained Total
GBP GBP Loss Equity
GBP GBP
Balance as at 25 - - - -
March 2021
Loss for period - - (157,000) (157,000)
-------------- -------------- ---------- ----------
Total comprehensive
loss - - (157,000) (157,000)
-------------- -------------- ---------- ----------
Shares issued 4,252 420,748 - 425,000
-------------- -------------- ---------- ----------
Balance as at 30
June 2021 4,252 420,748 (157,000) 268,000
-------------- ============== ========== ==========
For the period 1 January 2022 to 30 June 2022
Share Capital Share Share Retained Non-controlling
Capital Redemption Based Premium Loss interest Total
GBP Reserve Payments GBP GBP GBP
GBP Reserve Equity
GBP
GBP
Balance
as at 31
December
2021 7,500 2 146 729,598 (383,784) 67 353,529
Loss for
period - - - - (55,114) - (55,114)
Share based
payment
charge - - 157 - - - 157
--------- ------------ ---------- --------- ---------- ---------------- ---------
Total
comprehensive
loss - - 157 - (55,114) - (54,957)
--------- ------------ ---------- --------- ---------- ---------------- ---------
Balance
as at 30
June 2022 7,500 2 303 729,598 (438,898) 67 298,572
========= ============ ========== ========= ========== ================ =========
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period 01 January 2022 to 30 June 2022
Unaudited Unaudited
Period ended Period ended
30 June 2022 30 June 2021
GBP GBP
Cash flows from operating activities
Loss before income tax (55,114) (157,000)
Share based payment charge 157 -
Increase in trade and other receivables (3,373) -
Increase/(decrease) in trade and
other payables (36,759) 157,000
------------------------- -------------------------
Net cash outflow from operating (95,089) -
activities
========================= =========================
Cash flows from financing activities
Cash received from issue of Ordinary
Shares - 425,000
Cash received in respect of Ordinary
Shares to be issued - 92,000
------------------------- -------------------------
Net cash flow from financing activities - 517,000
========================= =========================
Net increase/(decrease) in cash
and cash equivalents (95,089) 517,000
Cash and cash equivalents at beginning 432,440 -
of period
------------------------- -------------------------
Cash and cash equivalents at end
of period 337,351 517,000
========================= =========================
NOTES TO THE GROUP FINANCIAL INFORMATION
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 Company and
its subsidiary together form the Group.
The address of its registered office is 28 Esplanade, St.
Helier, Channel Islands, JE2 3QA, Jersey.
The Company 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. Basis of preparation
These interim condensed consolidated financial statements and
accompanying notes have neither been audited nor reviewed by the
Company's auditor.
The principal accounting policies applied in the preparation of
the Interim Report are set out below. These policies have been
consistently applied to the period presented, unless otherwise
stated.
The Interim Report has been prepared in accordance with IFRS
using the measurement bases specified by IFRS for each type of
asset, liability, income and expense.
The Interim Report is presented in GBP unless otherwise
stated.
The Interim Report was approved by the Board of Directors on 13
September 2022.
Comparative figures
Comparative figures which have been presented cover the period
from incorporation on 25 March 2021 to 30 June 2021. The statement
of financial position comparative figures are shown as at 31
December 2021.
Going concern
The interim condensed consolidated financial statements have
been prepared on a going concern basis.
The basis for this conclusion is as a result of the projected
monthly financial forecasts prepared and reviewed by the Directors
contained in the working capital board memorandum approved by the
Board of the Company as part of its approval of these interim
condensed consolidated financial statements. The Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. Thus,
they continue to adopt the going concern basis of accounting in
preparing the interim condensed consolidated financial
statements.
3. Significant accounting policies
The interim condensed consolidated financial statements are
based on the following policies which have been consistently
applied:
Basis of consolidation
The interim condensed consolidated financial statements
incorporate the results of Acceler8 Ventures Plc and its
subsidiary.
Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the
investee. Specifically, the Group controls an investee if, and only
if, the Group has:
-- Power over the investee (i.e., existing rights that give it
the current ability to direct the relevant activities of the
investee)
-- Exposure, or rights, to variable returns from its involvement with the investee
-- The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting
rights results in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement(s) with the other vote holders of the investee
-- Rights arising from other contractual arrangements
-- The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Consolidation of a
subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the
subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the
subsidiary.
Profit or loss and each component of other comprehensive income
(OCI) are attributed to the equity holders of the parent of the
Group and to the non-controlling interests, even if this results in
the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the interim condensed
consolidated financial statements of subsidiaries to bring their
accounting policies into line with those used by other members of
the Group.
All intra-group transactions, balances, income and expenses are
eliminated in full on consolidation.
Functional and presentational currency
The Group's functional and presentational currency for these
financial statements is the pound sterling.
Employee 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.
Debtors
Short term debtors are measured at transaction price, less any
impairment.
Creditors
Short term trade creditors are measured at the transaction
price.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and
on demand deposits due within three months with banks and other
financial institutions, that are readily convertible into known
amounts of cash and which are subject to an insignificant risk of
changes in value.
Equity
Equity comprises of share capital, share premium, capital
redemption reserve, shared based payment reserve, non-controlling
interest and retained loss / earnings.
Share capital is measured at the par value.
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.
Capital redemption reserve includes amounts in relation to
deferred shared capital.
Non-controlling interest reserve arises out of amounts due to
holders of the B shares in Acceler8 Ventures Subco Limited.
Taxation
Income tax for the period is based on the taxable income for the
year. Taxable income differs from profit as reported in the
statement of comprehensive income for the period as there are some
items which may never be taxable or deductible for tax and other
items which may be deductible or taxable in other periods. Income
tax for the period is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting
period. Current and deferred tax is recognised in profit or loss,
except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax
is also recognised in other comprehensive income or directly in
equity, respectively.
Deferred income tax is recognised, using the liability method,
on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the interim condensed
consolidated financial statements. Deferred income tax is
determined using tax rates (and laws) that have been enacted, or
substantially enacted, by the end of the reporting period and are
expected to apply when the related deferred income tax asset is
realised, or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent
that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Financial assets and liabilities
The Group's financial assets and liabilities comprise cash and
trade and other payables. Trade and other payables are not interest
bearing and are stated at their amortised cost.
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.
Related party transactions
The Company discloses transactions with related parties which
are not wholly owned with the same group. It does not disclose
transactions with members of the same group that are wholly
owned.
4. Critical accounting estimates and judgments
In preparing the interim condensed 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 interim condensed consolidated financial statements.
5. Net finance income
6 month period 3 month period
ended 30 June ended 30 June
2022 2021
GBP GBP
Interest income 58 -
========================== ==========================
6. Investments
Principal subsidiary undertakings of the Group
The Company directly owns the ordinary share capital of its
subsidiary undertakings as set out below:
Subsidiary Nature Country Proportion Proportion
of business of incorporation of A ordinary of B
shares ordinary
held by shares
Company held
by Company
------------------ ------------- ------------------ --------------- ------------
Acceler8 Ventures Intermediate Jersey, 100 per
Subco Limited holding Channel cent. 0 per
company Islands cent.
------------------ ------------- ------------------ --------------- ------------
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 and
prepares its own financial statements for the period ended 31 March
each year.
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.
7. Trade and other receivables
As at 30 June As at 31 December
2022 2021
GBP GBP
Prepayments 4,542 1,169
--------------------------- -----------------------------
Total 4,542 1,169
=========================== =============================
8. Cash and cash equivalents
As at 30 June As at 31 December
2022 2021
GBP GBP
Cash at bank and in hand 337,351 432,440
========================= =============================
9. Trade and other payables
As at 30 June As at 31 December
2022 2021
GBP GBP
Accruals 43,321 80,080
Total 43,321 80,080
========================= =============================
Amounts owed to group undertakings are unsecured, interest-free
and repayable on demand.
10. Loss per share
30 June 2022 30 June 2021
Loss attributable to the equity
holders of the Company (55,114) (157,000)
Weighted number of shares in
issue 750,000 174,486
------------- -------------
Loss per share (GBP) (0.1) (0.9)
11. Financial instruments
As at 30 June As at 31 December
2022 2021
GBP GBP
Financial assets
Cash and cash equivalents 337,351 432,440
As at 30 June As at 31 December
2022 2021
GBP GBP
Financial liabilities
Accruals 43,321 80,080
Amounts owed to group undertakings 67 67
Financial risk management objectives and policies
The Group's financial assets and liabilities mainly comprise
cash, and trade and other payables. The carrying value of all
financial assets and liabilities equals fair value given their
short term in nature.
Credit risk
The Group's credit risk is wholly attributable to its cash
balance. The credit risk from its cash and cash equivalents is
deemed to be low due to the nature and size of the balances held as
of 30 June 2022.
Interest rate risk
As of 30 June 2022 the Group had no exposure to interest rate
risk.
Currency risk
All monetary assets and liabilities and all transactions of the
Group are denominated in its functional currency. As such, the
Group is exposed to no foreign currency risk.
Fair value of financial assets and liabilities
There is no material difference between the fair value of the
Group's financial asset and its carrying value in the interim
condensed consolidated financial statements.
12. Share capital
Allocated, called up and fully paid
30 June 30 June 31 December 31 December
2022 2022 2021 2021
Number GBP Number GBP
Ordinary
shares of
1p each 750,000 7,500 750,000 7,500
13. Reserves
Share premium and retained losses represent balances
conventionally attributed to those descriptions. The transaction
costs relating to the issue of shares were deducted from share
premium.
Capital redemption reserve includes amounts in relation to
deferred shared capital.
The non-controlling interests reserves arises out of amounts due
to holders of the B shares in Acceler8 Ventures Subco Limited.
The Group having no regulatory capital or similar requirements,
its primary capital management focus is on maximising earnings per
share and therefore shareholder return.
14. 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.
15. Share based payments
The Subco Incentive Scheme detailed in Note 14 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. compounded per annum
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 weighted average exercise price of the outstanding B share
options is GBP1.00 which 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 Group recognised GBP157 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.
16. Related party transactions
The Chairman and Non-Executive Director are 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. Amounts still outstanding at the period end have been
accrued. There are no other benefits paid to Directors outside of
their service fees, save for ordinary course reimbursable expenses
properly incurred in performing their duties as Directors. The
Company does not operate a pension scheme.
17. Ultimate controlling party
In the opinion of the Directors, there is no single ultimate
controlling party.
18. Post balance sheet events
There are no events subsequent to the reporting date which would
have a material impact on the financial statements.
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