TIDMAPQ
RNS Number : 1602O
APQ Global Limited
30 September 2019
APQ Global Limited
("APQ Global" or the "Company")
Interim results for the period from 1 January 2019 to 30 June
2019
FINANCIAL HIGHLIGHTS
For the six months ended 30 June 2019
Book Value at 30 June 2019 was $72.5m, a decrease of $3.9m from
$76.4m at the start of the period. The term "book value" herein
includes the assets of APQ Global Limited and its subsidiaries net
of any liabilities. The results include the net assets of the
Company and its subsidiaries, presented in US dollars.
Book Value per share in the period decreased by 5.17 cents from
97.84 to 92.67 cents.
Loss per share for the period was 13.48 cents (for the six
months ended 30 June 2018 - loss per share was 19.13 cents).
Dividends paid in GBP totalled 3.00 pence (3.93 cent) per share
and were declared and paid during the period as follows:
-- 1.50 pence (1.97 cent) per share Ex Dividend 31 January 2019
Paid 1 March 2019
-- 1.50 pence (1.96 cent) per share Ex Dividend 2 May 2019 Paid
31 May 2019
After the period end, a further dividend of 1.50 pence (1.95
cents) per share was declared on 18 July 2019 in relation to the
quarter ended 30 June 2019.
In the period covered by these financial statements, the share
price of the Company has consistently traded at a discount over the
prevailing Book Value of the Company.
There have been further AIM market trades since 30 June 2019,
details of these can be found on the London Stock Exchange website
by following the link below. Monthly book values and quarterly
reports are also made available as they fall due.
http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GG00BZ6VP173GGGBXASQ1.h
tml
For further enquiries, please contact:
APQ Global Limited
Bart Turtelboom 020 3478 9708
N+1 Singer - Nominated Adviser
and Broker
James Maxwell / Justin McKeegan 020 7496 3000
Carey Group - TISE sponsor
Claire Torode 01481 737 279
Investor Relations
IR@apqglobal.com
Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is a global emerging markets income
company with interests across Asia, Latin America, Eastern Europe,
the Middle East and Africa. The Company's objective is to steadily
grow earnings to deliver attractive returns and capital growth to
shareholders. This objective is achieved through a combination of
revenue generating operating activities and investing in growing
businesses across emerging markets. APQ Global run a
well-diversified and liquid portfolio, take strategic stakes in
selected businesses and plan to take operational control of
companies through the acquisition of minority and majority stakes
in companies with a focus on emerging markets.
For more information, please visit apqglobal.com.
International Advisory Council (IAC)
Established in February 2017, the IAC assists in locating the
best investment opportunities across the globe. The panel of
advisors, chaired by Tania Rotherwick, contribute insights from
their own areas of geographical and sector expertise to support APQ
Global's business strategy.
SIX MONTHSED 30 JUNE 2019 REVIEW
INTRODUCTION
The Company ended the 6 months ended 30 June 2019 with fairly
defensive positioning. Accounting for GBP/USD exchange rate
movements and the dividend paid, the Company returned -1.3% to its
shareholders for the 6 months ended 30 June 2019, measured in USD.
The Company paid dividends of 3.93 cents (3.00p) during the period
and its book value was 92.67 cents per share at 30 June 2019.
During the period the Company slightly increased its exposure to
risk assets across the board, particularly equities and emerging
market ("EM") currencies while maintaining a very healthy cash
position. During the period under review, exposure to credit
markets made 6.5%, whilst equity investments returned 4.6%. EM
Currency exposure contributed 1.0%. Local currency bond exposure
returned 0.4%.
The Company is well on track to meet its target annual dividend
yield of 6.0% and the dividend is well covered by economic income
in the portfolio. Net of funding costs, 61% of total income is
stemming from the FX portfolio, 21% from the credit portfolio and
the remaining 18% from the Equity and Strategic portfolios.
As at 30 June 2019, the Company's exposure to credit and
government bonds was 29.9% of book value. Local currency bond
exposure was 13.3% of book value. EM equities accounted for 28.2%
of book value and EM Currency exposure 76.2% of Book Value.
LIQUID MARKETS PORTFOLIO
During the period, the Company selectively added to its EM
equity exposure, adding some single name exposure across Brazil,
Russia and Mexico. The Company kept its position in City of London
Investment Group. Additionally, we elected to add to our exposure
to the MSCI Emerging Markets Index, taking advantage of growing
momentum.
The Company believes that the medium-term global economic growth
outlook will be supportive for emerging markets equities. However,
we remain conscious of the multitude of risks around the world: the
US-China trade war shows little signs of abating, the monetary
policy outlook in the US and Europe increasingly points to a
significant slowdown in the world economy going into next year and
President Trump continues to throw the book at the post-war
economic order.
From a sector perspective, the bulk of the Company's emerging
market exposure is in Financials, followed by Materials and Energy,
after taking into account the sector composition of the MSCI EM
& Brazilian Index exposure.
The Company's emerging markets credit book is well diversified
for stable income growth and the largest position is in Pemex,
accounting for 2.8% of book value. Geographically, the credit
portfolio is also well diversified with the largest positions
concentrated in China (23.2%), Sri-Lanka (14.0%) and Mexico
(9.2%).
From a sector perspective, the credit exposure is concentrated
in government entities, financials and corporations in the energy
sector.
The portfolio stress tests indicate that the Company would lose
-3.56% of book value for a 10% sell-off in the S&P equity
index, -0.02% in value if credit spreads were to widen 10% and
-0.75% in value if interest rates in the US were to increase by
1%.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting as adopted by
the EU and gives a true and fair view of the assets, liabilities,
financial position and profit of the group as required by DTR
4.2.4R;
-- the half yearly report includes a fair review of the
information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events that have occurred during the
first six months of the financial year and their impact on the
condensed set of financial
statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period.
For and on behalf of the Board
WayneBulpitt
Chairman, APQ Global Limited
30 September 2019
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
For the six months ended 30 June 2019
For the six For the six
months ended months ended
Note 30 June 2019 30 June 2018
$ $
Turnover 4 6,265,886 4,885
Net loss on financial assets at fair
value through profit and loss 11 (4,532,368) (13,492,036)
Administrative expenses 5 (2,002,185) (991,473)
Operating loss for the period before
tax (268,667) (14,478,624)
Interest receivable 6 350,046 693,170
Interest payable 7 (1,135,266) (1,148,292)
Loss on ordinary activities before taxation (1,053,887) (14,933,746)
Tax on loss on ordinary activities - -
Loss on ordinary activities after taxation
for the financial period (1,053,887) (14,933,746)
Basic and diluted earnings per share 8 (0.01348) (0.19132)
The notes on pages 13 to 24 form an integral part of the
Financial Statements.
There is no other comprehensive income.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(UNAUDITED)----
As at 30 June 2019
30 June 31 December
2019 2018
Note $ $
Assets
Non-current assets
Property, plant and equipment 10 21,971 25,721
Leased assets 17 123,713 -
Investments 11 103,898,757 74,154,302
------------- ----------------------
Total non-current assets 104,044,441 74,180,023
Current assets
Trade and other receivables 12 1,012,124 33,839,280
Cash and cash equivalents 570,132 511,871
------------- ----------------------
Total current assets 1,582,256 34,351,151
Total assets 105,626,697 108,531,174
============= ======================
Current liabilities
Trade and other payables 13 (868,425) (253,384)
------------- ----------------------
Total current liabilities (868,425) (253,384)
Long term liabilities
Long term lease liabilities 17 (41,064) -
3.5% Convertible Unsecured Loan Stock 14 (32,257,873) (31,834,626)
------------- ----------------------
Total long-term liabilities (32,298,937) (31,834,626)
Net assets 72,459,335 76,443,164
============= ======================
Equity
Share capital 15 99,664,954 99,596,856
Equity component of 3.5% Convertible Unsecured
Loan Stock 14 6,919,355 6,919,355
Other capital reserves 295,088 264,076
Retained earnings (29,492,549) (25,409,610)
Exchange reserve (4,927,513) (4,927,513)
Total equity 72,459,335 76,443,164
============= ======================
Net asset value per ordinary share 92.67c 97.84c
============= ======================
The Financial Statements were approved by the Board of Directors
of APQ Global Limited and signed on September 2019 on its behalf
by:
___________________ ___________________
Bart Turtelboom Wesley Davis
Chief Executive Officer Director
Date: September 2019
The notes on pages 13 to 24 form an integral part of the
Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(UNAUDITED)
For the six months ended 30 June 2019
CULS equity Other
component capital Retained Exchange
Share capital $ reserves earnings reserve Total
$ $ $ $ $
At 1 January 2018 99,494,707 4,285,225 - 1,141,163 (4,927,513) 99,993,582
Comprehensive income
for the period
Loss for the period - - - (14,933,746) - (14,933,746)
Total comprehensive
income for the period 99,494,707 4,285,225 - (13,792,583) (4,927,513) 85,059,836
Contributions by
and distributions
to owners
CULS equity component - 2,634,130 - - - 2,634,130
Dividends - - - (3,291,184) - (3,291,184)
As at 30 June 2018 99,494,707 6,919,355 - (17,083,767) (4,927,513) 84,402,782
============== ============== =========== ============= ============== =============
At 1 January 2019 99,596,856 6,919,355 264,076 (25,409,610) (4,927,513) 76,443,164
Comprehensive income
for the period
Loss for the period - - - (1,053,887) - (1,053,887)
Total comprehensive
income for the period 99,596,856 6,919,355 264,076 (26,463,497) (4,927,513) 75,389,277
Contributions by
and distributions
to owners
Share based payments - - 105,846 - - 105,846
Share based payments
settled in cash - - (6,736) - - (6,736)
Issue of share awards 68,098 - (68,098) - - -
Dividends - - - (3,029,052) - (3,029,052)
As at 30 June 2019 99,664,954 6,919,355 295,088 (29,492,549) (4,927,513) 72,459,335
============== ============== =========== ============= ============== =============
The notes on pages 13 to 24 form an integral part of the
Financial Statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
For the six months ended 30 June 2019
For the six For the six
months ended months ended
30 June 2019 30 June 2018
Note $ $
Cash flow from operating activities
Cash generated from operations
Loss for the financial period (1,053,887) (14,933,746)
Adjustments for non-cash income and expenses
Equity settled share-based payments 16 105,846 -
Depreciation 10 6,885 5,713
Net loss on financial assets at fair value
through profit and loss 11 4,532,368 13,492,036
Changes in operating assets and liabilities
Increase in trade and other receivables 12 (894,705) (21,016)
Increase/(decrease) in trade and other payables 13 532,392 (230,259)
-------------- --------------
Cash generated/(used in) from operations 3,228,899 (1,687,272)
Interest receivable 6 (350,046) (693,170)
Interest payable 7 1,135,266 1,148,292
Net cash inflow/(outflow) from operating
activities 4,014,119 (1,232,150)
Cash flow from investing activities
Payments to acquire investments 11 (904,466) -
Payments to acquire property, plant and
equipment 10 (3,135) (19,019)
Interest received 6 350,046 693,170
Loan to APQ Cayman Limited 12 349,504 (9,177,615)
Net cash outflow from investing activities (208,051) (8,503,464)
Cash flow from financing activities
Equity component of CULS 14 - 2,634,130
Issue of CULS 14 - 9,936,752
Equity dividends paid 9 (3,029,052) (3,291,184)
Interest on CULS 14 (681,109) (684,506)
Cash settled share-based payments 16 (6,736) -
Net cash (outflow)/inflow from financing
activities (3,716,897) 8,595,192
Net decrease in cash and cash equivalents 89,171 (1,140,422)
Cash and cash equivalents at beginning of
period 511,871 4,005,434
Exchange rate fluctuation on CULS 14 (30,910) -
Cash and cash equivalents at end of period 570,132 2,865,012
============== ==============
Non-current loans and borrowings
Brought forward 31,834,626 22,135,311
Cash flows (681,109) 10,628,741
Non cash flows 1,104,356 (228,203)
Closing balance 32,257,873 32,535,849
----------- -----------
The notes on pages 13 to 24 form an integral part of the
Financial Statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
1. Corporate information
The interim consolidated financial statements of APQ Global
Limited (the "Group") for the six months ended 30 June 2019 were
authorised for issue in accordance with a resolution of the Board
of Directors on 30 September 2019. The Company is incorporated as a
limited company in Guernsey. The Company was incorporated on 10 May
2016 for an unlimited duration in accordance with the Companies
(Guernsey) Law, 2008. The Company's registered office is at 1st
Floor, Tudor House, Le Bordage, St Peter Port, Guernsey, GY1
1DB.
The objective of the Company is to steadily grow its earnings to
seek to deliver attractive returns and capital growth through a
combination of building growing businesses in emerging markets as
well as earning revenue from income generating operating
activities.
The Company and its subsidiaries have no investment restrictions
and no maximum exposure limits will apply to any investments made
by the Group, unless otherwise determined and set by the Board from
time to time. No material change will be made to the Company's or
subsidiaries objective or investing policy without the approval of
Shareholders by ordinary resolution.
The Group's investment activities are managed by the Board.
The shares are quoted on The International Stock Exchange for
informational purposes. The ordinary shares are admitted to trading
on AIM.
2. Significant accounting policies
2.1 Basis of preparation
These interim consolidated financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting.
They do not include all disclosures that would otherwise be
required in a complete set of financial statements and should be
read in conjunction with the 2018 Annual Report.
Taking account of the financial resources available to the
Company, the directors believe that the Company is well placed to
manage its business risks successfully despite the current
uncertain economic outlook. After making enquiries the directors
have a reasonable expectation that the Company has adequate
resources for the foreseeable future, a period of not less than
twelve months from the date of this report. Accordingly, they
continue to adopt the going concern basis in preparing the
condensed financial statements.
2.2 Basis of accounting
APQ Global Limited has applied the same accounting policies and
methods of computation in its interim consolidated financial
statements as in its 2018 annual financial statements, except for
those that relate to new standards and interpretations effective
for the first time for periods beginning on (or after) 1 January
2019 and will be adopted in the 2019 annual financial statements.
The only new standard impacting the Group that will be adopted in
the annual financial statements for the year ended 31 December
2019, and which have given rise to changes in the Group's
accounting policies is IFRS 16 "Leases".
On 1 January 2019, the Group adopted all of the requirements of
IFRS 16 - Leases. IFRS 16 Leases was issued in January 2016 and
provides a single lessee accounting model, requiring lessees to
recognize assets and liabilities for all leases unless the lease
term is 12 months or less or the underlying asset has a low
value.
To determine the split between principal and interest in the
lease the Company is required to estimate the interest it would
have to pay in order to finance payments under the new lease. The
interest rate used by the Company is based on the implicit interest
rate utilised in calculating the Company's most recent issue of
convertible loan stock. The impact of the estimated interest rate
is currently considered to be immaterial to the financial
statements, but the Directors will review this approach as
appropriate.
The Group has taken advantage of the transition exemptions
available on the implementation of IFRS 16 and have adopted the
modified retrospective approach. This will mean that the Group has
not needed to restate the comparatives stated in these financial
statements for the year ended 31 December 2018 in the 2019 interim
consolidated financial statements. The effect of the adoption of
IFRS 16 has resulted in the increase of both assets and liabilities
by $124k and accelerated the expense recognised within the
Statement of Comprehensive Income.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
2. Significant accounting policies (continued)
2.3 Functional and presentational currency
As of 1 January 2017, the Company changed its presentational and
functional currency from Pounds Sterling to US Dollars.
During the year ended 31 December 2017, the Company also changed
the currency in which it presents its financial statements from
Pounds Sterling to US Dollars, to bring the presentational currency
in line with its functional currency. A change in presentational
currency is a change in accounting policy which is accounted for
retrospectively.
2.4 Fair value measurement
The Company measures its investment in APQ Cayman Limited at
fair value at each reporting date, which is considered to be the
carrying value of the net assets of APQ Cayman Limited. APQ Cayman
Limited measures its underlying investments at fair value.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either in the
principal market for the asset or liability or, in the absence of a
principal market, in the most advantageous market for the asset or
liability. The principal or the most advantageous market must be
accessible to the Company. The fair value of an asset or a
liability is measured using the assumptions that market
participants would use when pricing the asset or liability,
assuming that market participants act in their economic best
interest.
The fair value for financial instruments traded in active
markets at the reporting date is based on their quoted price (bid
price for long positions and ask price for short positions),
without any deduction for transaction costs. For all other
financial instruments not traded in an active market, the fair
value is determined by using valuation techniques deemed to be
appropriate in the circumstances. Valuation techniques include the
market approach (i.e., using recent arm's length market
transactions adjusted as necessary and reference to the current
market value of another instrument that is substantially the same)
and the income approach (i.e., discounted cash flow analysis and
option pricing models making as much use of available and
supportable market data as possible).
For assets and liabilities that are measured at fair value on a
recurring basis, the Company identifies transfers between levels in
the hierarchy by re-assessing the categorisation (based on the
lowest level input that is significant to the fair value
measurement as a whole), and deems transfers to have occurred at
the beginning of each reporting period.
3. Segment Information
For management purposes, the Group is organised into one main
operating segment, which invests in equities and credit, government
and local currency bonds. All of the Group's activities are
interrelated, and each activity is dependent on the others.
Accordingly, all significant operating decisions are based upon
analysis of the Group as one segment. The financial results from
this segment are equivalent to the financial statements of the
Group as a whole.
The following table analyses the Group's assets by geographical
location. The basis for attributing the assets are the place of
listing for the securities or for non-listed securities, country of
domicile.
30 June 31 December
2019 2018
Group $ $
Cayman 102,227,611 107,109,483
United Kingdom 461,313 417,338
Guernsey 2,937,773 1,004,353
105,626,697 108,531,174
============ ============
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
4. Analysis of turnover
For the six For the six
months ended months ended
30 June 2019 30 June 2018
$ $
Dividends received from APQ Cayman Limited 5,963,216 -
Rental income (674) 4,885
Other income from BARTR business operations 303,344 -
6,265,886 4,885
============== ==============
5. Analysis of administrative expenses
For the six For the six
months ended months ended
30 June 2019 30 June 2018
$ $
Personnel expenses 239,620 170,383
Finance lease expenses 45,168 -
Operating lease expenses - 49,743
Depreciation expenses 6,885 5,713
Audit fees 48,350 42,463
Audit related services 8,273 6,931
Nominated advisor fees 32,424 48,755
Expenses incurred in relation to investment
in BARTR Holdings Limited 599,097 -
Administration fees and expenses 94,035 35,068
Director's fees for Bart Turtelboom 38,927 62,158
Director's fees for Wayne Bulpitt 26,130 20,575
Director's fees for Richard Bray - 20,575
Director's fees for Philip Soulsby 11,334 12,001
Director's fees for Wesley Davis 36,000 -
Other expenses 191,058 133,232
Professional fees 389,720 286,272
Share based payment expenses 105,846 -
Insurance 5,500 5,824
Recharge of expenses to APQ Cayman Limited (171,751) -
Net exchange losses 295,569 91,780
2,002,185 991,473
============== ==============
6. Interest receivable
For the six For the six
months ended months ended
30 June 2019 30 June 2018
$ $
Loan interest receivable from APQ Cayman
Limited (note 12) 350,046 693,132
Bank interest received - 38
350,046 693,170
============== ==============
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
7. Interest payable
For the six For the six
months ended months ended
30 June 2019 30 June 2018
$ $
Interest on 3.5% Convertible Unsecured
Loan Stock 2024 1,135,266 1,148,292
============== ==============
8. Earnings Per Share
The basic and diluted earnings per shares are calculated by
dividing the profit or loss by the average number of ordinary
shares outstanding during the period.
For the six For the six
months ended months ended
30 June 2019 30 June 2018
$ $
Total comprehensive income for the period (1,053,887) (14,933,746)
Average number of shares in issue 78,170,417 78,055,000
Earnings per share (0.01348) (0.19132)
============== ==============
For the current period the effect of share awards vested but not
yet issued is not dilutive as the effect of this dilution would be
to decrease the loss per share. For the prior period there was no
dilution per ordinary share.
9. Dividends
Dividends were declared in the period ended 30 June 2019 as
follows:
Dividend
per share Dividend
Ex-dividend Payment date Dividend Dividend (GBP) per share
date (GBP) ($) ($)
31 January
First dividend 2019 1 March 2019 1,172,420 1,511,601 0.015 0.020
------------- ---------------- ---------- ----------- ----------- -----------
Second dividend 2 May 2019 31 May 2019 1,172,818 1,517,451 0.015 0.020
------------- ---------------- ---------- ----------- ----------- -----------
2,345,238 3,029,052 0.030 0.040
------------------------------------------------ ---------- ----------- ----------- -----------
The stated dividend policy of the Company is to target an
annualised dividend yield of 6% based on the Placing Issue Price.
The past two dividend payments of GBP0.015 are on target with the
stated policy. In addition, the Company declared a further dividend
of 1.5 pence (1.95 cent) per share on 18 July 2019 in respect of
the quarter ended 30 June 2019.
There is no guarantee that any dividends will be paid in respect
of any financial period. The ability to pay dividends is dependent
on a number of factors including the level of income returns from
the Group's investments. There can be no guarantee that the Group
will achieve the target rates of return referred to in this
document or that it will not sustain any capital losses through its
activities.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
10. Property, plant and equipment
Office Furniture Leasehold
equipment and fixtures improvements Total
$ $ $ $
Cost
At 1 January 2019 58,021 19,352 34,588 111,961
Additions during the
period 3,135 - - 3,135
At 30 June 2019 61,156 19,352 34,588 115,096
=========== ============== ============== ========
Accumulated depreciation
At 1 January 2019 37,676 13,976 34,588 86,240
Charge for the period 6,013 872 - 6,885
At 30 June 2019 43,689 14,848 34,588 93,125
=========== ============== ============== ========
Net book value
At 30 June 2019 17,467 4,504 - 21,971
=========== ============== ============== ========
At 31 December 2018 20,345 5,376 - 25,721
=========== ============== ============== ========
11. Investments
APQ Corporate
Services BARTR
APQ Limited Holdings
Cayman Limited Limited Total
$ $ $ $
At 1 January 2019 73,387,622 - 766,680 74,154,302
Additions 33,372,357 904,466 - 34,276,823
Fair value movement (4,532,368) - - (4,532,368)
102,227,611 904,466 766,680 103,898,757
=================== ============== ================ ===================
APQ Cayman Limited was acquired during the year ended 31
December 2016. APQ Global Limited wholly owns APQ Cayman Limited
whose registered office of the Company is at the offices of Mourant
Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue,
Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands. The
Company meets the definition of an investment entity. Therefore, it
does not consolidate APQ Cayman Limited and recognises it as an
investment at fair value through profit or loss.
APQ Global Limited is the managing partner of APQ Partners LLP
whose registered office is at 22-23 Old Burlington Street, London,
W1S 2JJ. This subsidiary is consolidated into the group financial
statements.
On the 19 November 2018, the Company invested $766,680 in BARTR
Holdings Limited, a company incorporated in England and Wales,
whose registered office is Tobias House St. Marks Court, Thornaby,
Stockton-On-Tees, United Kingdom, TS17 6QW. This capital interest
represents a 40% shareholding and equivalent voting rights. BARTR
Holdings Limited wholly owns two subsidiaries, BARTR Connect
Limited, whose registered office is Tobias House St. Marks Court,
Thornaby, Stockton-On-Tees, Stockton-On-Tees, United Kingdom, TS17
6QW, and BARTR Technologies Limited, whose registered office is 156
Great Charles Street Queensway, Birmingham, England, B3 3HN, the
Company therefore has an indirect 40% interest in these
subsidiaries.
On 10 January 2019, the Company incorporated a wholly owned
subsidiary APQ Corporate Services Limited for the purpose of acting
as a holding company for new investments. In addition, on 1 March
2019, the Company incorporated a wholly owned subsidiary APQ
Knowledge Limited also for the purpose of acting as a holding
company for new investments.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
11. Investments (continued)
On 21 December 2018, the Group entered into an agreement to
purchase 100% of the following 5 entities; Palladium Trust
Services, a Company incorporated in England and Wales, Palladium
Trust Company (NZ) Limited, a company incorporated and domiciled in
New Zealand, Palladium Corporate Service (Singapore) Pte Limited, a
company incorporated and domiciled in Singapore, Palladium Finance
Group Limited (Seychelles), a company incorporated and domiciled in
the Seychelles and Palladium Trust Company (BVI) Limited, a company
incorporated and domiciled in the British Virgin Islands. The
completion of this purchase was finalised on 22 February 2019. The
total consideration of the purchase agreement was $290,518
(GBP222,500). All 5 of the entities are 100% owned by APQ Corporate
Services Limited.
On 26 February 2019, the Group entered into an agreement to
purchase 100% of Frontier Consultancy Limited, a Company
incorporated in England and Wales. The total consideration of the
purchase agreement was $613,947 (GBP463,742). The entity is 100%
owned by APQ Knowledge Limited.
On 12 April 2019, APQ Corporate Services Limited incorporated a
wholly owned subsidiary, GEO Strategic Partners Limited, a Company
incorporated in the Isle of Man.
Valuation techniques
APQ Cayman Limited has a portfolio of tradable assets and
liabilities which it values at fair value using the same policies
as the Company. The Company is able to redeem its holding of APQ
Cayman Limited at its net asset value. Fair value of the investment
in APQ Cayman Limited is therefore measured at its Net Asset
Value.
The investment in BARTR Holdings Limited was completed on 19
November 2018. There have been no significant changes to the
circumstances of BARTR Holdings Limited and its subsidiaries, or to
wider market conditions. Its carrying value at acquisition
therefore approximates its fair value.
The investment in APQ Corporate Services Limited was completed
on 10 January 2019. There have been no significant changes to the
circumstances of APQ Corporate Services Limited and its
subsidiaries, or to wider market conditions. Its carrying value at
acquisition therefore approximates its fair value.
Unlisted managed funds
The Company classifies its investments into the three levels of
the fair value hierarchy based on:
Level 1: Quoted prices in active markets for identical assets or
liabilities;
Level 2: Those involving inputs other than quoted prices
included in Level 1 that are observable for the asset or liability,
either directly (as prices) or indirectly (derived from prices);
and
Level 3: Those with inputs for the asset or liability that are
not based on observable market data (unobservable inputs).
The Company has classified its investments in APQ Cayman
Limited, BARTR Holdings Limited and APQ Corporate Services Limited
as level 3 because its net asset value is deemed to be an
unobservable input. The most significant unobservable input used in
the fair value of the investment in APQ Cayman is the NAV. The
movement in the investments in the year are shown above. The
movement of investments classified under level 3 is the same as the
table above.
Sensitivity
The most significant unobservable input used in the fair value
is the NAV of APQ Cayman Limited. A reasonable change of 5% in the
NAV will have an impact of $5,111,381 (31 December 2018 -
$3,669,381) on the fair value of the investment.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
12. Trade and other receivables
30 June 31 December
2019 2018
$ $
Trade debtors 117,930 21,808
Loan to APQ Cayman
Limited - 33,721,861
Prepayments and accrued
income 861,628 59,044
Other debtors 32,566 36,567
1,012,124 33,839,280
========== ============
During the period, the Company converted the $33,372,357 loan
with APQ Cayman Limited, from the proceeds of the CULS issue to an
investment. In addition, the Company charged interest of $350,046
(six months ended 30 June 2018 - $693,132) to APQ Cayman Limited
for the period ended 30 June 2019. This was fully received during
the period and no balance was outstanding at period end. Interest
is accrued on the outstanding balance of the loan at such rate as
is required to enable the Company to meet its obligations to
holders of its convertible unsecured loan stock 2024 in relation to
the payment of interest thereon.
13. Trade and other payables
30 June 31 December
2019 2018
$ $
Trade creditors 130,495 115,046
Other creditors 63,262 37,315
Loan from APQ Corporate Services
Limited 98,258 -
Loan from APQ Knowledge Limited 424,348 -
Accruals 69,413 101,023
Finance lease liabilities 82,649 -
868,425 253,384
======== ============
14. 3.5% Convertible Unsecured Loan Stock 2024
Nominal number Liability Equity
of CULS component component
$ $ $
As at 1 January 2019 41,446,167 31,834,626 6,919,355
Amortisation of discount on issue 1,135,266
and issue expenses - -
Interest paid during the period - (681,109) -
Exchange differences - (30,910) -
As at 30 June 2019 41,446,167 32,257,873 6,919,355
=============== =========== ===========
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
14. 3.5% Convertible Unsecured Loan Stock 2024 (continued)
At an Extraordinary General Meeting held on 4 September 2017,
Resolutions were passed approving the issue of 4,018 3.5 per cent.
convertible unsecured loan stock 2024 ("CULS") to raise
GBP20,090,000 before expenses. The CULS were admitted to trading on
the International Securities Market, the London Stock Exchange's
market for fixed income securities and dealings commenced at 8.00
a.m. on 5 September 2017.
Following Admission there were 4,018 CULS in issue. Holders of
the CULS are entitled to convert their CULS into Ordinary Shares on
a quarterly basis throughout the life of the CULS, commencing 31
December 2017, and all outstanding CULS will be repayable at par
(plus any accrued interest) on 30 September 2024. The initial
conversion price is 105.358 pence, being a 10 per cent. premium to
the unaudited Book Value per Ordinary Share on 31 July 2017.
Following conversion of 80 per cent. or more of the nominal amount
of the CULS originally issued, the Company will be entitled to
require remaining CULS Holders to convert their outstanding CULS
into Ordinary Shares after they have been given an opportunity to
have their CULS redeemed.
On 22 January 2018, the Company raised a further GBP10,207,300
($14,492,418) before expenses through the issue of 1,982 units of
3.5 per cent. convertible unsecured loan stock 2024 in
denominations of GBP5,000 ($7,099) nominal each, at an issue price
of GBP5,150 ($7,312) per unit.
15. Share Capital
The issued share capital of the Company is 78,187,891 ordinary
shares of no par value listed on The International Stock Exchange
and AIM.
Quantitative information about the Company's capital is provided
in the statement of changes in equity and in the tables below.
The shares are entitled to dividends when declared and to
payment of a proportionate share of the Companies net asset value
on any approved redemption date or upon winding up of the
Company.
The Company's objectives for managing capital are:
-- To invest the capital in investments meeting the description,
risk exposure and expected return indicated in its listing
documents.
-- To maintain sufficient liquidity to meet the expenses of the
Company, pay dividends and to meet redemption requests as they
arise.
-- To maintain sufficient size to make the operation of the Company cost-efficient.
-- The Board has authority to purchase up to 14.99 per cent. of
the issued Ordinary Share capital of the Company. The Board intends
to seek a renewal of this authority at each annual general meeting
of the Company. No buy backs occurred during the period under
review.
Ordinary
shares
No GBP $
As at 1 January 2019 78,134,735 76,697,133 99,596 856
Shares issued from share awards
during the period 53,156 50,340 68,098
At 30 June 2019 78,187,891 76,747,473 99,664,954
=========== =========== ===========
During the period ended 30 June 2019, 53,156 (period ended 30
June 2018 - nil) shares were issued as part of the share award
scheme as detailed in note 16.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2018
16. Share awards
On 19 April 2017 (and amended 17 July 2018), the Company
established a share award scheme for the employees of the Company.
The scheme grants the Board the authority to allot share awards or
share options with service conditions attached. Share awards or
options can only be awarded for performance periods whereby the
book value per share (excluding dividend transactions) exceeds the
book value per share for all previous performance period ends. The
maximum amount of share awards or options is determined by
reference to 20% of the increased performance of the current book
value per share against all previous performance periods. The Board
retains the right to settle these awards in either shares or
cash.
The first share awards were granted in 2018 with respect to the
performance period ended 31 December 2017.
Fair value
of instrument
Type No. of granted Final vesting
Grant date of award instruments pence Vesting conditions date
Awards vest quarterly
over 5 years provided
the employee is
1 January still in service 31 December
2018 Shares 584,141 128.11 of the Group. 2022
Charge for Charge for
awards to be awards to Total charge
settled in be settled for share
Equity in Cash based awards
$ $ $
At 1 January 2019 366,225 10,103 376,328
Six month period
ended
30 June 2019 99,110 6,736 105,846
465,335 16,839 482,174
============================= =========================== =========================
Fair value for the award dated 1 January 2018 is calculated by
reference to the fixed value of cash per share that the Board is at
discretion to pay rather than settle the award in shares.
The unvested portion of the share awards currently granted is
$266,170 (At 31 December 2018 - $372,016).
17. Leases
Operating lease commitments
The Company's subsidiary, APQ Partners LLP, leases office space
and information with regards to this lease is outlined below:
Rental lease asset $
Leased asset recognised on adoption of
IFRS 16 on 1 January 2019 164,951
Depreciation for the period (41,238)
At 30 June 2019 123,713
=========
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
17. Leases (continued)
30 June
Future minimum undiscounted cash flows 2019
$
Less than one year 89,089
One to five years 44,545
133,634
========
Lease liabilities in the Statement of
Financial Position $
Current 82,649
Non-current 41,064
123,713
========
Charges in Statement of Comprehensive
Income $
Depreciation of lease asset 41,239
Finance cost on lease liabilities 3,929
Finance lease expenses 45,168
=======
18. Capital Management
The Group can raise new capital which may be implemented through
the issue of a convertible debt instrument or such other form of
equity or debt as may be appropriate. It also has a buy-back
authority subject to a maximum buy-back of 14.99 per cent of the
issued Ordinary Shares.
The Group's objectives for managing capital are:
-- To invest the capital into investments through its subsidiary, APQ Cayman Limited.
-- To maintain sufficient liquidity to meet the expenses of the
Group and pay dividends.
-- To maintain sufficient size to make the operation of the Group cost-effective.
The Group may utilise borrowings in connection with its business
activities. Although there is no prescribed limit in the Articles
or elsewhere on the amount of borrowings that the Group may incur,
the Directors will adopt a prudent borrowing policy and oversee the
level and term of any borrowings of the Group and will review the
position on a regular basis.
The Group's capital comprises:
30 June 31 December
2019 2018
$ $
Share capital 99,664,954 99,596,856
Equity component of 3.5% Convertible Unsecured
Loan Stock 2024 6,919,355 6,919,355
Other capital reserves 295,088 264,076
Retained earnings (29,492,549) (25,409,610)
Exchange reserve (4,927,513) (4,927,513)
Total shareholders' funds 72,459,335 76,443,164
============= =============
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
19. Related party transactions
Richard Bray was a director of the Company and its wholly owned
subsidiary, APQ Cayman Limited, as well as being a director of
Active Management Services Limited which is part of the Active
Group as is Active Services (Guernsey) Limited.
Wayne Bulpitt founded the Active Group; he is also a shareholder
of the Company.
Bart Turtelboom founded APQ Partners LLP and is also a director
of APQ Cayman Limited as well as the largest shareholder of the
Company.
The Directors are remunerated from the Company in the form of
fees, payable monthly in arrears. Bart Turtelboom was entitled to
an annual salary of GBP120,000 as Chief Executive Officer of the
Company. From 1 April 2018 this was split between the Company and
APQ Cayman Limited.
APQ Global Limited APQ Global APQ Cayman Total
- Remuneration Limited Limited -
- Share based Remuneration
remuneration
$ $ $ $
For For For For For For For For the
the the the the the the the six
six six six six six six six months
months months months months months months months ended
ended ended ended ended ended ended ended 30 June
30 June 30 June 30 30 June 30 30 June 30 June 2018
2019 2018 June 2018 June 2018 2019
2019 2019
Chief
Bart Executive
Turtelboom Officer 38,927 62,158 84,677 - 38,927 20,141 162,531 82,299
Wayne Non-Executive
Bulpitt Chairman 26,130 20,575 - - - - 26,130 20,575
Richard Executive
Bray Director - 20,575 - - - 2,500 - 23,075
Wesley Executive
Davis Director 36,000 - - - 36,000 - 72,000 -
Philip Non-Executive
Soulsby Director 11,334 12,001 - - - - 11,334 12,001
112,391 115,309 84,677 - 74,927 22,641 271,995 137,950
======== ========= ======= ========= ======= ============ ======== ========
APQ Global Limited has incurred $47,397 (six months ended 30
June 2018 - $35,068) of fees and expenses to Active Services
(Guernsey) Limited as administrator of the Company. As at 30 June
2019, APQ Global Limited owed $9,242 to Active Services (Guernsey)
Limited (31 December 2018 - $11,261).
During the period, the Company converted the $33,372,357 loan
with APQ Cayman Limited, from the proceeds of the CULS issue to an
investment. In addition, the Company charged interest of $350,046
(six months ended 30 June 2018 - $693,132) to APQ Cayman Limited
for the period ended 30 June 2019. This was fully received during
the period and no balance was outstanding at period end. Interest
is accrued on the outstanding balance of the loan at such rate as
is required to enable the Company to meet its obligations to
holders of its convertible unsecured loan stock 2024 in relation to
the payment of interest thereon.
APQ Global Limited has supported APQ Cayman Limited by paying
directors fees of $nil (six months ended 30 June 2018 - $833)
during the period to Richard Bray as he was a director of both
entities.
As described in the Listing Document, and under the terms of the
Services Agreement, APQ Partners LLP assist the Board and the
Group's management based in Guernsey with the implementation of its
business strategy, provide research on business opportunities in
emerging markets and provide support for cash management and risk
management purposes. APQ Partners LLP are entitled to the
reimbursement of expenses properly incurred on behalf of APQ Global
Limited in connection with the provision of its services pursuant
to the agreement. APQ Partners LLP has recharged expenses of
$208,835 (six months ended 30 June 2018 - $311,579) to APQ Global
Limited during the period. As at 30 June 2019, APQ Global Limited
was owed $152,168 from APQ Partners LLP (31 December 2018 -
$229,391). In both the current and prior period amounts have been
eliminated on consolidation.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
For the six months ended 30 June 2019
19. Related party transactions (continued)
During the period, APQ Global Limited provided $210,000 (six
months ended 30 June 2018 - $nil) to BARTR Connect Limited in the
context of an investment in BARTR Holdings Limited, an entity over
which the Company has significant influence. At 30 June 2019, $nil
(31 December 2018 - $nil) was due to BARTR Connect Limited (See
Note 11).
During the period, APQ Global Limited invested $290,518 in APQ
Corporate Services Limited for its purchase of the 5 Palladium
entities, which hasn't been paid in full as the purchase of the
Palladium entities has a deferred payment schedule. In addition,
APQ Global Limited provided funding of $144,464 to APQ Corporate
Services Limited during the period. As at 30 June 2019, $98,258 (31
December 2018 - $nil) was due to APQ Corporate Services Limited
(See Note 11).
During the period, APQ Global Limited invested $613,947 in APQ
Knowledge Limited for its purchase of the Frontier Consultancy
Limited, which hasn't been paid in full as the purchase of Frontier
Consultancy Limited has a deferred payment schedule. As at 30 June
2019, $424,348 (31 December 2018 - $nil) was due to APQ Knowledge
Limited (See Note 11).
20. Events after the reporting period
After the period end, a further dividend of 1.5 pence (1.95
cent) per share was declared on 18 July 2019 and was paid on 23
August 2019 in relation to the quarter ended 30 June 2019.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR LLFVIALIIVIA
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