TIDMAC8
RNS Number : 6809X
Acceler8 Ventures PLC
27 April 2023
27 April 2023
ACCELER8 VENTURES PLC
("AC8" or the "Company")
Full Year Results for the period ended 31 December 2022
Acceler8 Ventures Plc (LSE: AC8) has today published its Annual
Report and Financial Statements for the period ended 31 December
2022 (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 Investment Management
Limited
Tony Morris +44 (0) 7742 189145
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 year ended 31 December 2022.
During the year and post year end we have remained focused on
executing our buy and build 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.
Continuing general political and macroeconomic uncertainty,
which we face both within the UK and internationally has
undoubtedly caused some hesitancy in corporate decision making,
however with it, also brings opportunity and as such, we remain
positive around our chosen areas of focus and look forward to
updating shareholders in due course as our investment and
acquisition plans develop during the new financial year.
Finally, I would like to take this opportunity to thank our
loyal shareholders for their continued support and patience while
we diligently source and evaluate a number of exciting propositions
that, if secured, we believe have the potential to deliver
value.
David Williams
Chairman
26 April 2023
Report of the Directors
The Directors of the Company present their report for the year
ended 31 December 2022.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
For the financial year ended 31 December 2022, the Group and
Company's principal activities were that of a holding group and
company respectively. The Group and Company have actively pursued
their strategy through the sourcing and assessment of acquisition
and investment opportunities across gaming, media and
entertainment, software and technology, industrials and business
services sectors.
RESULTS
During the year, AC8 recorded a loss of GBP185,117 (2021: loss
of GBP383,784) and the loss per share was GBP0.25 (2021: loss per
share of GBP0.72), reflecting moderate monthly operating expenses
of the Group. The Group and Company had cash reserves at the end of
the year of GBP244,948 (2021: 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 year.
FUTURE DEVELOPMENTS
The Directors expect to continue to execute the Group'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 Group and Company have adequate working capital to
execute their operations over the next 12 months. The Group and
Company's unaudited cash balance as at 21 April 2023 was
GBP162,521, 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. Having also performed additional stress
testing on the forecasts, the Directors are comfortable there are
sufficient mitigating actions on the incurring of expenditure
within the business that could be taken, to ensure the business can
meet its ongoing liabilities as they fall due. The Directors,
therefore, have made an informed judgement at the time of approving
the financial statements, that there is a reasonable expectation
that the Group and Company have 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 cash balances
which exposed it to movement in the market interest rates; and
c. Liquidity risk: the Group manages its cash requirements
through detailed forecasting and planning for amount and timing of
payments and receipts of interest income, to ensure cash resources
are available when required.
Given the relatively small size and operation of the Group in
the year, 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 year 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 year ended 31 December
2022 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
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
year.
CHARITABLE DONATIONS
The Company has made no charitable donations during the
year.
POST BALANCE SHEET EVENTS
There have been no significant 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 2022, there were 750,000 ordinary shares of 1p par value
each in issue.
SIGNIFICANT SHAREHOLDERS
As at 21 April 2023, 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%
Giles Willits 100,000 13.3%
Bank of New York Nominees Limited 78,000 10.4%
Hargreaves Lansdown (Nominees) Limited 51,778 6.9%
Helen Johnson 37,500 5.0%
Transact Nominees Limited 33,333 4.4%
Vidacos Nominees Limited 27,110 3.6%
Cenkos Nominee Limited 25,258 3.4%
David Morris 25,000 3.3%
Tessera Investment Management Limited 25,000 3.3%
--------------------------------------- ------------ ----------
As at 21 April 2023, the Directors in aggregate held 375,000
ordinary shares, which represents 50 per cent. of the Company's
issued share capital.
COMPANY DIRECTORS
The Directors during the year and summaries of their experience
are set out below.
David Williams Non-Executive Chairman
David has significant 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 Waste Recycling Group Plc, 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 Main Market listed Red Capital Plc (LSE:
REDC) and is a Non-Executive director of Bay Capital Plc (LSE:
BAY).
Giles Willits Non-Executive Director
Giles has more than 20 years' experience in senior leadership
and financial roles in multiple household name businesses, and was
most recently, 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 year and their
beneficial interest in the share capital of the Company at 31
December 2022 were as follows:
31 December
2022
--------------- -----------
David Williams 275,000
Giles Willits 100,000
--------------- -----------
375,000
--------------- -----------
DIRECTORS' REMUNERATION
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. There are no other benefits paid to Directors outside of
their service fees, save for ordinary course reimbursable expenses
properly incurred in the performing of their duties as Directors.
The Company does not operate a pension scheme.
31 December
Benefits 2022
Salary in kind Total
Director GBP GBP GBP
--------------- ------ -------- -----------
David Williams 20,000 - 20,000
Giles Willits 20,000 - 20,000
40,000 - 40,000
--------------- ------ -------- -----------
In addition to the Directors' fee entitlements outlined above,
the Directors are also participants in the Subco Incentive Scheme
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.
Subco
Participant 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. At present,
the Board reviews investment and acquisition opportunities on an as
required basis, and meets regularly with its Strategic Advisor to
discuss possible inorganic growth opportunities, as well as monitor
deal flow and investment and acquisitions in progress, and review
the Company's strategy to ensure that it remains aligned to the
delivery of shareholder value. Those investment and acquisition
opportunities that are assessed by the Board (with support from its
Strategic Advisor) are considered in light of the investment and
acquisition criteria as detailed in the Company's Prospectus. In
addition, as part of the investment and acquisition screening
process, the Company will augment Board and Strategic Advisor
capability on a case by case basis as required with industry and
operating partner input, where deep domain expertise can be
accessed. 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. Specifically, it is anticipated this will
include:
i. the augmentation of the Board with suitably qualified
additional executive and non-executive directors including
independents;
ii the implementation of audit, remuneration and nomination
committees with appropriate terms of reference;
iii. a formalised annual evaluation and review process covering
the Board and Committees, including succession planning;
iv. the publication of KPIs;
v. the development of a corporate and social responsibility policy; and
vi. an enhanced risk management and governance framework
tailored to the operating assets and strategic direction of the
enlarged entity.
ROLE OF THE BOARD
The Board is responsible for the management of the business of
the Group, setting the strategic direction of the Group and
establishing the policies of the Group. It is the Directors'
responsibility to oversee the financial position of the Group and
monitor the business and affairs of the Group, 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 Group and Company
at all times. The Board also addresses issues relating to internal
control and the Group's approach to risk management and has
formally adopted an anti-corruption and bribery policy.
The Group 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 Group's strategy.
The Group 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 Group'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 Group'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 the 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 year 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 Group's
cash and financial resources through Board level approvals. At such
time that the Group completes an acquisition, the Directors
anticipate that the Group's financial position and prospects
procedures regime will be updated and expanded as necessary to
cater for the nature of the Group's business following completion
of its inaugural investment or acquisition.
BOARD EVALUATION
In the year, 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 Group has completed its first acquisition.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the
year and post the year 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 INDEPENT AUDITOR
So far as the Directors are aware, there is no relevant audit
information of which the Group and Company's independent 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 Group and
Company's independent 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 Group and 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 Group and 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 Group and Company's position and
performance, business model and strategy.
INDEPENT AUDITOR
The independent auditor, MHA MacIntyre Hudson, will be proposed
for re-appointment at the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD
David Williams
Chairman
26 April 2023
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 year. 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 Group
and Company and of the profit or loss of the Group for that
year.
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 Group and
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Group and 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 Group and 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
independent auditors does not involve the consideration of these
matters and, accordingly, the independent 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 year ended 31 December 2022
9 month
Year ended period ended
31 December 31 December
2022 2021
Note GBP GBP
-------------------------------------- ---- ----------- ------------
Administrative expenses (185,232) (383,784)
-------------------------------------- ---- ----------- ------------
Operating loss 6 (185,232) (383,784)
Interest receivable 115 -
-------------------------------------- ---- ----------- ------------
Loss on ordinary activities before
taxation (185,117) (383,784)
Taxation charge 7 - -
-------------------------------------- ---- ----------- ------------
Loss and total comprehensive loss for
the year/period (185,117) (383,784)
-------------------------------------- ---- ----------- ------------
Loss per share
Basic and diluted 8 (GBP0.25) (GBP0.72)
-------------------------------------- ---- ----------- ------------
Loss attributable to:
Owners of the parent company (185,117) (383,784)
Non-controlling interests - -
-------------------------------------- ---- ----------- ------------
All activities in both the current and the prior period relate
to continuing operations.
The notes below form part of these consolidated financial
statements.
Consolidated Statement of Financial Position
As at 31 December 2022
31 December 31 December 31 December 31 December
2022 2022 2021 2021
Note GBP GBP GBP GBP
---------------------------- ---- ----------- ----------- ----------- -----------
Current assets
Cash and cash equivalents 11 244,948 432,440
Trade and other receivables 12 6,866 1,169
---------------------------- ---- ----------- ----------- ----------- -----------
Total current assets 251,814 433,609
---------------------------- ---- ----------- ----------- ----------- -----------
Total assets 251,814 433,609
---------------------------- ---- ----------- ----------- ----------- -----------
Current liabilities
Trade and other payables 13 83,089 80,080
---------------------------- ---- ----------- ----------- ----------- -----------
Total current liabilities 83,089 80,080
---------------------------- ---- ----------- ----------- ----------- -----------
Total liabilities 83,089 80,080
---------------------------- ---- ----------- ----------- ----------- -----------
Total net assets 168,725 353,529
---------------------------- ---- ----------- ----------- ----------- -----------
Equity
Issued share capital 15 7,500 7,500
Share premium 16 729,598 729,598
Capital redemption reserve 16 2 2
Share-based payment
reserve 18 459 146
Non-controlling interest 16 67 67
Retained deficit 16 (568,901) (383,784)
---------------------------- ---- ----------- ----------- ----------- -----------
Total equity 168,725 353,529
---------------------------- ---- ----------- ----------- ----------- -----------
The consolidated financial statements were approved and
authorised for issue by the Board on 26 April 2023 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 year ended 31 December 2022
Share-
Capital based Non-
Share Share redemption payment controlling Retained
capital premium reserve reserve interest deficit Total
Note GBP GBP GBP GBP GBP GBP GBP
------------------- ---- ------- -------- ---------- ------- ----------- --------- ---------
Balance at
incorporation 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 67 (383,784) 353,529
------------------- ---- ------- -------- ---------- ------- ----------- --------- ---------
Loss for the
year - - - - - (185,117) (185,117)
Transactions
with
owners in their
capacity as
owners:
Share-based
payment 18 - - - 313 - - 313
------------------- ---- ------- -------- ---------- ------- ----------- --------- ---------
At 31 December
2022 7,500 729,598 2 459 67 (568,901) 168,725
------------------- ---- ------- -------- ---------- ------- ----------- --------- ---------
The notes below form part of these consolidated financial
statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2022
9 month
Year ended period ended
31 December 2022 31 December 2021
GBP GBP
-------------------------------------------- ---------------- ----------------
Operating activities
Loss before taxation (185,117) (383,784)
Adjustments for:
Share-based payment charge 313 146
-------------------------------------------- ---------------- ----------------
Operating cash flows before changes in
working capital (184,804) (383,638)
Increase in trade and other receivables (5,697) (1,169)
Increase in trade and other payables 3,009 80,147
-------------------------------------------- ---------------- ----------------
Net cash outflows from operating activities (187,492) (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 (decrease)/ increase in cash and cash
equivalents (187,492) 432,440
Cash and cash equivalents at beginning of
the year/period 432,440 -
-------------------------------------------- ---------------- ----------------
Cash and cash equivalents at end of the
year/period 244,948 432,440
-------------------------------------------- ---------------- ----------------
The notes below form part of these consolidated financial
statements.
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2022
1 General information
The Company was incorporated in the prior period 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 accounting policies set out below have, unless otherwise
stated, been applied consistently to all periods presented in
theses consolidated financial statements.
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.
The consolidated financial statements are prepared on the
historical cost basis.
The comparative figures presented cover the nine-month 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.
(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 Group has adequate working capital to execute its
operations over the next 12 months. The Group's unaudited cash
balance as at 21 April 2023 was GBP162,521, 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. Having also
performed additional stress testing on the forecasts, the Directors
are comfortable there are sufficient mitigating actions on the
incurring of expenditure within the business that could be taken,
to ensure the business can meet its ongoing liabilities as they
fall due. The Directors, therefore, have made an informed
judgement, at the time of approving the financial statements, that
there is a reasonable expectation that the Group 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 year comprises current and
deferred tax. Tax is recognised in the income statement except to
the extent that it relates to items recognised in other
comprehensive income or directly in equity, in which case it is
recognised in other comprehensive income or equity
respectively.
Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates and laws
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 and laws
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 from
inception, held for meeting short term commitments.
(h) Financial assets and liabilities
The Group's financial assets and liabilities comprise cash and
cash equivalents and accruals. Financial assets are stated at
amortised cost less provision for expected credit losses. Financial
liabilities are stated at 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
The following amendments to standards were issued and adopted in
the year, with no material impact on the financial statements (all
effective for annual periods beginning on or after 1 January
2022):
-- Reference to the Conceptual Framework - Amendments to IFRS 3
-- Onerous Contracts - Cost of Fulfilling a Contract - Amendments to IAS 37
-- Annual Improvements to IFRS Standards 2018-2020
There were no other new accounting standards issued that have
been adopted in the year.
(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 are detailed below. The Directors do not expect the adoption
of these amendments to standards to have a material impact on the
financial statements.
Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12)
-- The amendments narrow the scope of the initial recognition
exemption to exclude transactions that give rise to equal and
offsetting temporal differences e.g. leases and decommissioning
liabilities.
-- For such transactions, the associated deferred tax assets and
liabilities will need to be recognised from the beginning of the
earliest comparative period presented, with any cumulative effect
recognised as an adjustment to retained earnings or other
components of equity at that date.
-- For all other transactions, the amendments apply to
transactions that occur after the beginning of the earliest period
presented.
-- The amendments are effective for financial years beginning on
or after 1 January 2023 and are endorsed by the UK Endorsement
Board ("UKEB").
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2)
-- The amendments to IAS 1 require companies to disclose their
material accounting policy information rather than their
significant accounting policies. The amendments to IFRS Practice
Statement 2 provide guidance on how to apply the concept of
materiality to accounting policy disclosures.
-- The amendments are effective for financial years beginning on
or after 1 January 2023 and are endorsed by the UKEB.
Definition of Accounting Estimates (Amendments to IAS 8)
-- The amendments clarify how companies should distinguish
changes in accounting policies from changes in accounting
estimates. That distinction is important because changes in
accounting estimates are applied prospectively only to future
transactions and other future events, but changes in accounting
policies are generally also applied retrospectively to past
transactions and other past events.
-- The amendments are effective for financial years beginning on
or after 1 January 2023 and are endorsed by the UKEB.
Non-Current Liabilities with Covenants (Amendments to IAS 1)
-- The amendments to IAS 1 specify that covenants to be complied
with after the reporting date do not affect the classification of
debt as current or non-current at the reporting date.
-- The amendments require a company to disclose more information
regarding loan covenants in the notes to the financial statements
and require identification of which loans are affected by
covenants.
-- The amendments are effective for financial years beginning on
or after 1 January 2024 and are not yet endorsed by the UKEB.
Classification of Liabilities as Current or Non-current
(Amendments to IAS 1)
-- The amendments, as issued in 2020, aim to clarify the
requirements on determining whether a liability is current or
non-current, and apply for annual reporting periods beginning on or
after 1 January 2023.
-- The International Accounting Standards Board ("IASB") has
subsequently proposed further amendments to IAS 1 and the deferral
of the effective date of the 2020 amendments to no earlier than 1
January 2024. The amendments are not yet endorsed by the UKEB.
IFRS 17 Insurance Contracts
-- IFRS 17 replaces IFRS 4 and sets out substantial requirements
for the accounting of insurance contracts along with detailed
disclosure.
-- The Group and Company are not insurers and have not
previously entered into contracts that fall within the scope of
IFRS 4 to be treated as insurance contracts. Therefore, this
standard is not deemed to be relevant to the Group at this time and
is not expected to have a significant impact on the Group's
consolidated financial statements.
-- The new standard is effective for financial years beginning
on or after 1 January 2023 has been endorsed by the UKEB.
Lease liability in a sale and leaseback transaction (Amendments
to IFRS 16)
-- The amendments to IFRS 16 change the basis of calculation of
a gain or loss arising on a sale and leaseback transaction to
better reflect in terms of economic substance, the lessee's
retained ownership interest.
-- The Group and Company do not currently hold any sale and
leaseback arrangements. Therefore, these amendments are not deemed
to be relevant to the Group at this time and are not expected to
have a significant impact on the Group's consolidated financial
statements.
-- The amendments are effective for financial years beginning on
or after 1 January 2023 and are not yet endorsed by the UKEB.
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, consist of:
9 month
Year ended period ended
31 December 31 December
2022 2021
GBP GBP
------------------- ----------- ------------
Wages and salaries 40,000 20,000
-------------------- ----------- ------------
40,000 20,000
------------------- ----------- ------------
9 month
Year ended period ended
31 December 31 December
2022 2021
Number Number
------------------------------------------------------ ----------- ------------
The average number of employees, including Directors,
during the year was: 2 2
------------------------------------------------------- ----------- ------------
5 Directors' remuneration
The Company Directors are considered the only key management
personnel and their remuneration was as follows:
9 month
Year ended period ended
31 December 31 December
2022 2021
GBP GBP
---------------------- ----------- ------------
Directors' emoluments 40,000 20,000
---------------------- ----------- ------------
40,000 20,000
---------------------- ----------- ------------
6 Operating loss
9 month
Year ended period ended
31 December 31 December
2022 2021
GBP GBP
------------------------------------------------------- ----------- ------------
This has been arrived at after charging:
Professional services 112,229 244,328
Listing expenses - 56,549
Fees payable to the Company's independent auditor
for the audit of the parent and consolidated accounts 22,000 20,000
------------------------------------------------------- ----------- ------------
7 Taxation
9 month
Year ended period ended
31 December 31 December
2022 2021
GBP GBP
---------------------------------------------- ----------- ------------
Jersey corporation tax
Corporation tax on loss for the year - -
---------------------------------------------- ----------- ------------
Total taxation on loss on ordinary activities - -
---------------------------------------------- ----------- ------------
9 month
Year ended period ended
31 December 31 December
2022 2021
GBP GBP
-------------------------------------------------- ----------- ------------
Loss before tax (185,117) (383,784)
-------------------------------------------------- ----------- ------------
Tax for financial service companies at 10% (2021:
10%) (18,512) (38,378)
Effect of:
Tax losses on which a deferred tax asset has not
been recognised 18,512 38,378
-------------------------------------------------- ----------- ------------
Total taxation on loss on ordinary activities - -
-------------------------------------------------- ----------- ------------
Deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which the
deductible temporary differences and carry forward tax
losses/credits can be utilised. Accordingly, the Group has not
recognised deferred tax assets in respect of deductible temporary
differences and carry forward tax losses as at 31 December 2022 and
31 December 2021 respectively, as it is not probable at year end
that relevant taxable profits will be available in future based on
the current activities of the Group as a holding group. There are
no expiry dates on these tax losses as at the year end. The
unrecognised deferred tax asset is summarised below:
Tax losses and unrecognised deferred tax asset carried
forward
2022 2021
GBP GBP
------------------------------------------------------ ------- -------
Cumulative temporary differences and carry forward
tax losses 568,901 383,784
Unrecognised deferred tax asset on above at 10%
(based on the
enacted tax rate at the date of signing the financial
statements) 56,890 38,378
------------------------------------------------------ ------- -------
8 Earnings per share
Earnings per share is calculated by dividing the loss after tax
for the year by the weighted average number of shares in issue for
the year, these figures being as follows:
9 month
Year ended period ended
31 December 31 December
2022 2021
GBP GBP
----------------------------------------------------- ----------- ------------
Loss used in basic and diluted EPS, being loss after
tax (185,117) (383,784)
Adjustments:
Share-based payment charge 313 146
----------------------------------------------------- ----------- ------------
Adjusted earnings used in adjusted EPS (184,804) (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.
9 month
Year ended period ended
31 December 31 December
2022 2021
Number Number
--------------------------------------------------- ----------- ------------
Weighted average number of ordinary shares of 1p
each used as the denominator in calculating basic
and diluted EPS 750,000 529,360
--------------------------------------------------- ----------- ------------
Earnings/(loss) per share
Basic and diluted (GBP0.25) (GBP0.72)
Adjusted - basic and diluted (GBP0.25) (GBP0.72)
--------------------------------------------------- ----------- ------------
9 Adjusted earnings before interest, tax, depreciation and
amortisation (Adjusted EBITDA)
9 month
Year ended period ended
31 December 31 December
2022 2021
GBP GBP
--------------------------- ----------- ------------
Loss before tax (185,117) (383,784)
--------------------------- ----------- ------------
EBITDA loss (185,117) (383,784)
Share-based payment charge 313 146
--------------------------- ----------- ------------
Adjusted EBITDA loss (184,804) (383,638)
--------------------------- ----------- ------------
10 Subsidiaries
The Company directly owns the ordinary share capital of its
subsidiary undertakings as set out below:
Proportion Proportion
of of
A ordinary B ordinary
Nature Country of shares held shares held
Subsidiary of business incorporation by Company by Company
----------------------- -------------------- --------------- ------------- -----------
Acceler8 Ventures Subco
Limited Intermediate holding Jersey, Channel 100 per cent. 0 per cent.
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.
11 Cash and cash equivalents
2022 2021
GBP GBP
-------------------------- ------- -------
Cash and cash equivalents 244,948 432,440
-------------------------- ------- -------
244,948 432,440
-------------------------- ------- -------
12 Trade and other receivables
2022 2021
GBP GBP
------------ ----- -----
Prepayments 6,866 1,169
------------ ----- -----
6,866 1,169
------------ ----- -----
13 Trade and other payables
2022 2021
Current trade and other payables GBP GBP
--------------------------------- ------ ------
Accruals 83,089 80,080
--------------------------------- ------ ------
83,089 80,080
--------------------------------- ------ ------
14 Financial instruments
The Group's financial assets and liabilities comprise cash and
trade 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
---------------------------
2022 2021
GBP GBP
------------------------------ ------------- ------------
Current financial assets
Cash and cash equivalents 244,948 432,440
------------------------------ ------------- ------------
244,948 432,440
------------------------------ ------------- ------------
Financial liabilities
measured
at amortised cost
---------------------------
2022 2021
GBP GBP
------------------------------ ------------- ------------
Current financial liabilities
Accruals 83,089 80,080
------------------------------ ------------- ------------
83,089 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 More
than 1 year 2 to 5 Years than 5 years Total
GBP GBP GBP GBP
-------------------- ----------- ------------ ------------ ------
Accruals 83,089 - - 83,089
-------------------- ----------- ------------ ------------ ------
At 31 December 2022 83,089 - - 83,089
-------------------- ----------- ------------ ------------ ------
15 Share capital
Allotted, called up and fully paid
----------------------------------------
2022 2021 2022 2021
Number Number GBP GBP
---------------------------- ---------- ---------- ------- -------
Ordinary shares of 1p each: 750,000 750,000 7,500 7,500
---------------------------- ---------- ---------- ------- -------
At 31 December 2022 750,000 750,000 7,500 7,500
---------------------------- ---------- ---------- ------- -------
On incorporation on 25 March 2021, the Company had an authorised
share capital of GBP10,000.00 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 GBP1.00 per ordinary share 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.
Capital redemption reserve includes amounts in relation to
deferred shared capital.
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 2022 (2021: GBPNil).
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 percent compound 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 GBPNil which have a weighted average contractual life of
3 years 9 months. 29,000 B share options were issued in the
nine-month period to 31 December 2021, all of which were
outstanding at the current year end. No B share options were
exercised in the current or prior period. No B share options have
expired during the current or prior period.
The Group recognised GBP313 (2021: GBP146) of expenditure in the
statement of total comprehensive income in relation to
equity-settled share-based payments in the year.
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 prior 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 or prior 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 and 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 2022, GBP1,011 (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 PPUUCCUPWUAM
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April 27, 2023 02:00 ET (06:00 GMT)
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