TIDMAQX

RNS Number : 6864M

Aquis Exchange PLC

23 September 2021

23 September 2021

Aquis Exchange PLC

("Aquis", the "Company" or the "Group")

Interim results for the six months ended 30 June 2021

Continued strong growth with EBITDA more than triple 1H20

Aquis Exchange PLC (AQX.L), the exchange services group, is pleased to announce its unaudited results for the six months ended 30 June 2021.

Highlights:

 
     --   Revenue increased 37% to GBP6.7 million (1H20: GBP4.9 million) 
     --   EBITDA grew to GBP1.6 million (1H20: GBP0.5 million) 
     --   Pre-tax profit grew to GBP1.0 million (1H20: GBP0.0 million) 
     --   Cash and cash equivalents at 30 June 2021 of GBP13.9 million 
           (30 June 2020: GBP11.2 million) 
     --   Membership of Aquis Exchange (AQX) grew to 39 (1H20: 31) 
           and there was a 27% increase in the average monthly usage, 
           in terms of chargeable orders (2Q 2021 vs 4Q 2020) 
     --   Market share of all pan-European trading significantly increased 
           at 5.80% in 2Q21 (4.65% 4Q20, 4.56% 2Q20) 
     --   Overall share of available liquidity of 22%, the highest 
           of any European MTF 
     --   Aquis Stock Exchange (AQSE) successfully integrated into 
           the Group and multiple enhancements implemented, resulting 
           in a record fourteen admissions completed during 1H21 
 

Post-period highlights:

 
     --   Currently tracking in line with market expectations for 
           the full year 
     --   Achieved a new record monthly market share of pan-European 
           trading of 6.2% in July 2021 
 

Alasdair Haynes, Chief Executive Officer of Aquis, commented:

"We are delighted to announce that profits have continued to increase, reflecting the strong momentum maintained in revenue growth. This growth has been driven by our existing Members continuing to increase their trading volumes through our pan-European equity, lit market. The strength of our offering in this division is demonstrated by our having reached 5.80% of all pan-European secondary trading during 2Q21.

Following the completion of the acquisition of AQSE in March 2020 we introduced a number of strategic initiatives which have significantly improved liquidity, spreads and the overall attractiveness of the market. These changes have had a material effect on the number of companies admitted to trading with 14 new admissions during the first half, compared to three in 1H20.

While we anticipate the prevailing economic uncertainty will continue to impact market participants in the short to medium term, we have demonstrated we have the right model, team, technology and vision to deliver shareholder value and look to the future with confidence."

An overview of the results from Alasdair Haynes, CEO, is available to view on this link:

https://www.brrmedia.co.uk/broadcasts-embed/6149d6a43ae1ca74490b15c2/aqx/?popup=true

The Group will be hosting webinars for analysts and retail investors today at 9.00 and 13.00 respectively.

If you would like to register for the analyst webinar, please contact aquis@almapr.co.uk . Investors who would like to attend the retail investor webinar can sign up to Investor Meet Company for free and add themselves to the meeting via https://www.investormeetcompany.com/aquis-exchange-plc/register-investor . Investors who have already registered will be automatically invited.

Enquiries:

 
Aquis Exchange PLC                            Tel: +44 (0)20 3597 
                                               6321 
Alasdair Haynes, CEO 
Jonathan Clelland, CFO and COO                Tel: +44 (0)20 3597 
 Belinda Keheyan, Head of Marketing            6329 
Liberum Capital Limited (Nominated Adviser    Tel: +44 (0)20 3100 
 and Broker)                                   2000 
Clayton Bush 
Chris Clarke 
Edward Thomas 
 Kane Collings 
 
 Canaccord Genuity Limited (Joint Broker)       Tel: +44 (0) 20 7523 
 Bobbie Hilliam                                 8000 
 Patrick Dolaghan 
Alma PR (Financial PR Adviser)                Tel: +44 (0)20 3405 
                                               0209 
Susie Hudson                                  aquis@almapr.co.uk 
 Kieran Breheny 
Faye Calow 
 
 

Notes to editors:

Aquis Exchange PLC is an exchange services group, which operates pan-European cash equities trading businesses (Aquis Exchange/AQX), growth and regulated primary markets (Aquis Stock Exchange/AQSE) and develops/licenses exchange software to third parties (Aquis Technologies).

Aquis Exchange (AQX) is authorised and regulated by the UK Financial Conduct Authority and France's Autorité des Marchés Financiers to operate Multilateral Trading Facility businesses in the UK/Switzerland and in EU27 respectively. AQX operates lit order books and does not allow aggressive non-client proprietary trading, which has resulted in lower market impact and signalling risk on AQX than other trading venues in Europe. According to independent studies, trades on Aquis are less likely to lead to price movement than on other lit markets. AQX uses a subscription pricing model which works by charging users according to the message traffic they generate, rather than a percentage of the value of each stock that they trade.

Aquis Stock Exchange (AQSE) is a stock market providing primary and secondary markets for equity and debt products. It is authorised as a Recognised Investment Exchange, which allows it to operate a regulated listings venue. The AQSE Growth Market is divided into two segments 'Access' and 'Apex', with different levels of admission criteria. The Access market focuses on earlier stage growth companies, while Apex is the intended market for larger, more established businesses.

Aquis Technologies is the software and technology division of Aquis Exchange PLC. It creates and licenses cutting-edge, cost-effective matching engine and trade surveillance technology for banks, brokers, investment firms and exchanges.

Aquis Exchange PLC (AQX.L) is listed on the Alternative Investment Market of the LSE (AIM) market. For more information, please go to www.aquis.eu

For more information, please go to www.aquis.eu and www.aquis.technology

Chief Executive Officer's Report

The six months to 30 June 2021 have been another strong period of growth as we build on the profits achieved during 2020. In addition, we have made good operational progress in all areas to help drive us towards our long-term goals. The fact that we have achieved all this amidst the continued challenging economic circumstances arising from the global Covid-19 pandemic demonstrates our strong operational resilience and the continued demand for our unique offering.

We are very pleased to have implemented our numerous planned enhancements for the AQSE market, and that these changes have been so well received by market participants.

Operational Review

Aquis continued to develop its three divisions throughout the period:

   --      Aquis Exchange (AQX): its pan-European lit equities market; 
   --      Aquis Stock Exchange (AQSE): a primary listings market for small and mid-cap companies; 

-- Aquis Technologies: a multi-asset class technology licensing service to an international client base

The Group's Market Data income stream (generated through the sale of AQX and AQSE data) has also grown substantially during the period.

This has enabled us to continue our strong growth as synergies are developed and the business potential is harnessed.

We continue to invest in key personnel in all areas, including the recent appointments of David Stevens as Chief Revenue Office (CRO) in May 2021, and Richard Fisher as Director of Finance (DoF) earlier in the year. Both David and Richard have already demonstrated their value in the short time since they joined Aquis and we are confident that they will help accelerate our business development progress going forward. The strength, experience and commitment of our staff, who have continued to demonstrate an admirably flexible approach during the last six months, remain a key contributor to our success.

Covid-19 Update

As previously communicated, the Group had well-established remote working policies and disaster recovery plans, which were put into practice during 1H20 and which have enabled the remote market operations although Aquis has now implemented a partial flexible return to office working. Thanks to our focus on technology and in line with being a flexible and agile operation, we have continued to serve our clients effectively whilst also pushing ahead with key strategic initiatives.

During 1H21 trading levels have been close to historic averages compared to 1H20 where we saw in the early weeks of the pandemic greatly increased market volumes and volatility which had a short-term positive impact. It is difficult to predict equity market trading volumes in the medium to long term, however, our business model continues to show its strength and we are confident we have the right strategy in place to continue delivering significant growth over the long term.

A summary of progress across our divisions is outlined below.

The Exchanges

The performance of both Aquis Exchange and Aquis Stock Exchange has progressed well. Exchange revenue increased by GBP1.2m (33%) from GBP3.7 million to GBP4.9 million and the number of Members grew from 31 to 39. In addition, a number of Aquis Exchange Members increased their trading volumes materially, with a 27% increase in the average monthly usage, in terms of chargeable orders (2Q 2021 vs 4Q 2020). This resulted in increased monthly subscriptions. There are now nine Members using the top three subscription pricing tiers and 25 in the other five tiers, with five liquidity providers.

Issuer revenue also increased reaching GBP0.34m as the number of admissions on AQSE grew year on year.

As the business moves forward, we anticipate AQSE and AQX will become increasingly integrated, allowing Members to benefit from the Group's enlarged offering.

Aquis Exchange: Continued strong growth in the core business

Aquis Exchange (AQX) is the Group's pan-European lit secondary trading equities market. It comprises the UK MTF (AQXE) and the French MTF serving EU markets (AQXEU).

The key performance indicators of the Aquis Exchange business all grew during the period. Aquis Exchange's market share of all pan-European trading was 5.8% for 2Q21 (2Q20: 4.56%) and has averaged in excess of 6% during the period since the half year close, reflecting this positive performance.

The Company currently has an offering in excess of 1,700 stocks and ETFs across 15 European markets. This increase includes the resumption of the Swiss market at the beginning of February 2021 following the accord between the UK and Switzerland. The Brexit transition was successfully managed, both during the transition period and thereafter, with a significant proportion of Exchange activity now being executed on AQXEU, the Group's French MTF serving EU markets.

Available liquidity on the exchange was at 22% in 1H21 (23% in 1H20) and it is expected this will continue to underpin future anticipated growth.

The recognition that Aquis Exchange's toxicity is materially lower than its competitors continues to grow amongst investment managers and the wider market. With several market drivers pushing market participants towards lower toxicity, the opportunity for Aquis Exchange to attract a wider membership from across Europe and to facilitate increased trading volumes remains significant.

Aquis Stock Exchange (AQSE): Substantial changes implemented drive momentum

AQSE is a modern market for modern businesses, bringing positive disruption and competition to the listed SME sector. As one of the only two existing options for growing SMEs looking to IPO in the UK, Aquis' vision is for AQSE to become the home for quality growth businesses, applying core Aquis values such as transparency and innovation.

AQSE has now delivered the four key actions which we believe will materially enhance the market:

 
 Action                          Purpose                 Execution 
------------------------------  ----------------------  ---------------------------------------- 
 Segmenting the market           Providing appropriate   Split the AQSE Growth 
                                  support throughout      market into two segments: 
                                  the growth cycle         *    Access 
 
 
                                                           *    Apex 
------------------------------  ----------------------  ---------------------------------------- 
 Gaining greater institutional   Broadening the pool     13% growth in institutions 
  and asset manager               of available capital    that have publicly affirmed 
  support                         for issuers             support for AQSE (1H21 
                                                          vs 2H20) 
------------------------------  ----------------------  ---------------------------------------- 
 Prohibiting short               Protecting issuers      Short selling has been 
  selling                         and investors           prohibited on the Apex 
                                                          market for 6 months 
------------------------------  ----------------------  ---------------------------------------- 
 Enhanced trading                Supporting greater      Since December 2020 and 
  mechanisms                      liquidity               the introduction of innovative 
                                                          Market maker scheme: 
                                                           *    Spreads reduced 64% 
 
 
                                                           *    Value traded has increased >700% 
------------------------------  ----------------------  ---------------------------------------- 
 

We also entered into arrangements with Fregnan Ltd and Research Tree Ltd. to produce and publish research on AQSE's top-tier Apex stocks. Every Apex stock now has quantitative research on it, provided by Fregnan, available for free through the AQSE website. In addition, any existing fundamental research on Apex stocks is available through a dedicated Research Tree portal.

Fourteen admissions were completed during 1H21 compared to three during 1H20. All were well supported and there is a very strong pipeline of high growth and 'new economy' businesses in conversation with AQSE regarding IPO.

Revenue growth coupled with achieving the targeted cost synergies and savings has significantly reduced the loss generated by AQSE to just GBP0.1m for the period."

Aquis Technologies

Progress made on a number of projects

Aquis licenses its leading exchange-related technology through its Aquis Technologies division. Aquis Technologies creates and licenses technology for high volume, low latency trading platforms, complex connectivity solutions and real-time trade monitoring and surveillance systems for banks, brokers, investment firms and exchanges.

Aquis recognises license revenue on completion of project delivery in accordance with IFRS accounting statutes. During 1H21 progress was made on a number of projects; however, there were no completed projects during the period. As a result, Aquis Technologies' revenue (net of provision releases) decreased 25% to GBP0.6m (1H20: GBP0.8m).

The successful cloud technology Proof of Concept (PoC) has demonstrated the quality of the Aquis Technologies offering and has resulted in a number of new exchange platform prospects. Innovation is at the core of Aquis Technologies and we will be focused on furthering the growth of the Technologies division, developing its products and services to help its clients with the challenges they face and ensuring the high-performance systems continue to be enhanced.

Aquis Market Data

Aquis generates revenue from the sale of data derived from AQX (AQXE & AQXEU) and AQSE to non-Member market participants.

Revenue from market data vendors increased significantly by GBP0.7m, 187%, to GBP1.1m for the six month period compared to the 2020 equivalent. The harmonisation of Aquis Exchange (AQX) and Aquis Stock Exchange (AQSE) data pricing has contributed to this increase in data revenues.

Financial Review

Revenue increased 37% to GBP6.7m (1H19: GBP4.9m) and the EBITDA profit for the half year was GBP1.5m, three times the EBITDA profit of GBP0.5m generated in 1H20. This EBITDA profit and the profit before tax of GBP1.0m includes GBP0.2m of income recognised from an impairment credit per IFRS 9 consistent with the 1H20 impairment credit. The EBITDA profit growth is mainly attributable to increased exchange revenue and data revenue as Members' subscriptions have risen as a result of increased trading levels. The Group made some controlled increases in costs during 1H 2021 as it continued to invest in personnel and technological resources and the Group will continue to invest in the future to maintain the business' growth momentum.

The Group's cash and cash equivalents as at 30 June 2021 were GBP13.9 million (30 June 2020: GBP11.2 million), demonstrating its continued focus on careful cash management.

Summary and Outlook

Our strategic goal remains to become one of the leading exchange services groups through delivering best-in-class exchange trading opportunities, underpinned by our commitment to first class client service, transparency, simplicity and best-in-class technology. To this end, our investment in R&D will help improve the trading experience for clients, as well as improving our market position and providing further growth and value creation for shareholders. We continue to make significant investment in our technology, sales and marketing activities, in particular in cloud technology, to support our long-term growth across all activities.

Alongside this we are working to enhance our software licensing activities and build presence internationally. We are pleased to have made significant progress on a number of material technology contracts post-period end that will support the second half performance and into FY22.

Looking forward, our focus continues to be on executing on our core growth strategy; increasing trading volumes and improving fundraising prospects for small and mid-cap companies. Notwithstanding the macroeconomic uncertainty, current trading is tracking in line with market expectations for the full year.

We have built good momentum over the past few years, despite facing numerous challenges along the way. This demonstrated the strength of our team and our offering, and I am excited to see what we can achieve across the next six months.

Alasdair Haynes

Chief Executive Officer

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHSED 30 JUNE 2021

 
                                              6 months ended 
                                                  30/06/2021   Year ended 31/12/2020   6 months ended 30/06/2020 
                             Note                    GBP'000                 GBP'000                     GBP'000 
 Income Statement 
 Revenue                        3                      6,687                  11,477                       4,851 
 Impairment 
  credit/(charge)               4                        178                   (100)                         183 
 Administrative expenses                             (5,299)                 (9,856)                     (4,497) 
 Operating profit                                      1,566                   1,521                         537 
 Investment income              5                          -                      15                          14 
 Depreciation and 
  amortisation                7,8                      (543)                 (1,030)                       (522) 
 Net finance costs             18                       (15)                    (35)                        (17) 
 Profit before taxation                                1,008                     471                          12 
 Income tax credit                                         -                     307                           - 
 Deferred tax                                              -                     204                           - 
 Profit for the six 
  months/year                                          1,008                     982                          12 
                                   =========================  ======================  ========================== 
 
 Other comprehensive 
 income 
 Items that may be 
 reclassified subsequently 
 to profit or loss: 
 Foreign exchange 
  differences on 
  translation of foreign 
  operations, net of tax       17                          4                     (1)                           4 
 Other comprehensive loss for the 
  year                                                     4                     (1)                           4 
 
 Total comprehensive profit for 
  the year                                             1,012                     981                          16 
                                   =========================  ======================  ========================== 
 
 Earnings per share 
  (pence)                       6 
 Basic 
 Ordinary shares                                         3.7                     3.6                           0 
 Diluted 
 Ordinary shares                                         3.5                     3.4                           0 
 

The consolidated statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2021

 
                                             6 months ended      Year ended 31/12/2020            6 months ended 
                                                 30/06/2021                 (Restated)     30/06/2020 (Restated) 
                            Note                    GBP'000                    GBP'000                   GBP'000 
 Assets 
 Non-current assets 
 Goodwill                      7                         83                         83                         - 
 Intangible assets             7                        792                        916                       815 
 Property, plant and 
  equipment                    8                      1,315                      1,579                     1,612 
 Deferred tax asset           10                        204                        204                         - 
 Trade and other 
  receivables                  9                        915                        840                       947 
                                                      3,309                      3,622                     3,374 
 Current assets 
 Trade and other 
  receivables                  9                      3,696                      2,924                     2,742 
 Cash and cash 
  equivalents                                        13,860                     12,268                    11,182 
                                                     17,556                     15,192                    13,924 
 
 Total assets                                        20,865                     18,814                    17,298 
                                  -------------------------  -------------------------  ------------------------ 
 Liabilities 
 Current liabilities 
 Trade and other payables     11                      2,827                      2,846                     2,329 
 
 Non-current liabilities 
 Lease liabilities            18                        953                        995                     1,092 
 Total liabilities                                    3,780                      3,806                     3,421 
                                  -------------------------  -------------------------  ------------------------ 
 
 
 Net assets                                          17,085                     14,973                    13,877 
                                  =========================  =========================  ======================== 
 
 Equity 
 Called up share capital      12                      2,749                      2,717                     2,717 
 Share premium account        13                     11,738                     10,892                    10,892 
 Other reserves               14                      1,055                        761                       476 
 Treasury shares              16                      (561)                      (490)                     (409) 
 Retained 
  earnings/accumulated 
  losses                      15                      2,100                      1,092                       197 
 Foreign currency 
  translation reserve         17                          4                          1                         4 
 Total equity                                        17,085                     14,973                    13,877 
                                  =========================  =========================  ======================== 
 

The notes to the financial statements on pages 6 to 16 form an integral part of these financial statements. The interim financial statements were approved by the board of directors and authorised for issue on 23 September 2021 and are signed on its behalf by:

 
 
   J Clelland     A Haynes 
   Director       Director 
 

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHSED 30 JUNE 2021

 
                 Note                                                                      Foreign 
                                                                                          Currency 
                           Share     Share          Other        Treasury   Retained   Translation 
                         Capital   Premium       Reserves          Shares   Earnings       Reserve     Total 
 
                         GBP'000   GBP'000        GBP'000         GBP'000    GBP'000       GBP'000   GBP'000 
 
 Balance at 1 
  January 2020 
  (Restated)               2,715    10,840            378           (328)        146             1    13,752 
 
 Profit for the 
  6-month 
  period ended 
  30/06/2020                                                                      12                      12 
 
 
   Issue of 
   new 
   shares                      2        52                                                                54 
 
   Movement in share 
   option reserve                                     137                                                137 
 Movement in treasury 
  shares (Restated)                                                  (81)                               (81) 
 Foreign exchange 
  differences 
  on translation of 
  foreign operations                                                                             3         3 
 Balance at 30 
  June 2020                2,717    10,892            515           (409)        158             4    13,877 
 
   Profit for the 6 month period 
   ended 
   31/12/2020                                                                    969                     969 
 Movement in 
  share 
  option 
  reserve                                             246                                                246 
 Movement in treasury shares                                         (81)                               (81) 
 Foreign exchange differences 
  on 
  translation of foreign 
  operations                                                                                   (3)       (3) 
 Post audit adjustments                                                         (35)                    (35) 
 Balance at 31 
  December 
  2020 (Restated)          2,717    10,892            761           (490)      1,092             1    14,973 
 
   Profit for the 6-month period 
   ended 
   30/06/2021                                                                  1,008                   1,008 
 
   Issue of 
   new 
   shares        12,13        32       846                                                               878 
 
   Movement in 
   share 
   option 
   reserve          14                                294                                                294 
 
   Movement in 
   treasury 
   shares           16                                               (71)                               (71) 
 
   Foreign 
   exchange 
   differences 
   on 
   translation 
   of 
   foreign 
   operations       17                                                                           3         3 
 Balance at 30 
  June 2021                2,749    11,738          1,055           (561)      2,100             4    17,085 
                        ========  ========      =========      ==========  =========  ============  ======== 
 
 

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHSED 30 JUNE 2021

 
                                                      6 months          Year      6 months 
                                                         ended         ended         ended 
                                                    30/06/2021    31/12/2020    30/06/2020 
                                            Note       GBP'000       GBP'000       GBP'000 
 
 Cash flows from operating activities 
  Cash generated/absorbed by 
   operations                                 19         1,215         2,130           568 
  Tax refunded                                               -           308             - 
 
  Finance expense on lease liabilities        18          (15)          (35)          (17) 
  Net cash inflow from operating 
   activities                                            1,200         2,403           551 
                                                  ------------  ------------  ------------ 
 
 Investing Activities 
  Recognition of intangible 
   assets                                      7         (154)         (643)         (311) 
  Purchase of property, plant 
   and equipment                               8         (163)         (115)          (44) 
  Purchase of treasury shares                 16          (71)             -             - 
  Investment in subsidiaries                                 -         (259)             - 
  Interest received                            5             -            15            14 
  Net cash used in / generated by 
   investing activities                                  (388)       (1,002)         (341) 
                                                  ------------  ------------  ------------ 
 
 Financing Activities 
 
  Proceeds from share issue                12,13           878            54            54 
  Principal portion of lease 
   liability                                  18         (101)         (195)          (98) 
  Net cash (used in)/ generated 
   by financing activities                                 777         (141)          (44) 
                                                  ------------  ------------  ------------ 
 
 Net increase/(decrease) in cash 
  and cash equivalents                                   1,589         1,258           167 
 Cash and cash equivalents at the 
  beginning of the period                               12,268        11,011        11,011 
 Effect of exchange rate changes 
  on cash and cash equivalents                               3           (1)             4 
 Cash and cash equivalents at the 
  end of the period                                     13,860        12,268        11,182 
                                                  ============  ============  ============ 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS

   1.     Basis of preparation of half-year report 

This condensed consolidated interim financial report for the half-year reporting period beginning 1 January 2021 and ending 30 June 2021 ("interim period") has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2020 and any public announcements made by Aquis Exchange PLC ("Aquis" or the "Company") during the interim reporting period.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

   2.     Significant changes in the current reporting period 

The financial position and performance of the Company was not affected by any specific events and transactions during the six months to 30 June 2021. However, it is worth noting the following:

-- At the beginning of the year, a significant percentage of trading of European securities moved to the Aquis European platform, Aquis Exchange Europe SAS. The subsidiary is based in Paris, France and is regulated by the Autorité de Co ntr ô le Prudentiel et de Resolution (ACPR) and the Autorité des Marchés Financiers (AMF). This followed the outcome of trade negotiations between the UK and the European Union, which failed to result in the acknowledgement of financial services equivalence between the two jurisdictions. It is anticipated that financial services equivalence is unlikely to be recognised and the majority of trading in EU securities will remain in Paris. This has not yet had a significant impact on the financial position or performance of the Company, however the lack of equivalence and resulting changes in the regulatory landscape are likely to present new challenges and opportunities for the Company.

   3.     Revenue 

An analysis of the Group's revenue is as follows:

 
                        6 months          Year      6 months 
                           ended         ended         ended 
                      30/06/2021    31/12/2020    30/06/2020 
                         GBP'000       GBP'000       GBP'000 
 Exchange Fees             4,899         7,738         3,682 
 Licence Fees                379         2,320           607 
 Issuer Fees                 340           524           189 
 Data Vendor Fees          1,069           895           373 
                           6,687        11,477         4,851 
                    ------------  ------------  ------------ 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   4.     Expected credit loss 

The expected credit loss on licensing contract assets has been calculated in accordance with IFRS 9:

 
                                       GBP'000 
 
 As at 31/12/2019                          411 
 Expected credit loss reversal for 
  the period                             (183) 
                                     --------- 
 As at 30/06/2020                          228 
 Expected credit loss reversal for 
  the period                               281 
                                     --------- 
 As at 31/12/2020                          509 
 Expected credit loss reversal for 
  the period                             (178) 
 As at 30/06/2021                          331 
                                     --------- 
 
   5.     Investment income 
 
                                6 months    Year ended            6 months 
                        ended 30/06/2021    31/12/2020    ended 30/06/2020 
                                 GBP'000       GBP'000             GBP'000 
 Interest income on 
  bank deposits                        0            15                  14 
                      ------------------  ------------  ------------------ 
 
   6.     Earnings per share 
 
                                   6 months          Year      6 months 
                                      ended         ended         ended 
                                 30/06/2021    31/12/2020    30/06/2020 
 
 Number of Shares ('000) 
 Weighted average number 
  of ordinary shares for 
  basic earnings per share           27,197        27,164        27,158 
 Weighted average number 
  of ordinary shares for 
  diluted earnings per 
  share                              28,638        28,281        28,043 
 Earnings (GBP'000) 
 Profit for the period 
  from continued operations           1,008           982            12 
 Basic and diluted earnings 
  per share (pence) 
 Basic earnings per ordinary 
  share                                 3.7           3.6             0 
 Diluted earnings per 
  ordinary share                        3.5           3.4             0 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   7.     Intangible assets 
 
                                            Group 
                                        Developed 
                                          Trading 
                                        Platforms     Goodwill 
 
                                          GBP'000      GBP'000 
 
 Cost 
 As at 31/12/2019                           2,055            - 
 Additions- internally generated 
  (Restated)                                  311           83 
                                      -----------  ----------- 
 As at 30/06/2020 (Restated)                2,366           83 
 Additions- internally generated              332            - 
                                      -----------  ----------- 
 As at 31/12/2020                           2,698           83 
 Additions- internally generated              154            - 
 
   As at 30/06/2021                         2,852           83 
                                      -----------  ----------- 
 
 Accumulated amortisation 
  and impairment 
 
 As at 31/12/2019                           1,302            - 
 Charge for the period                        249            - 
                                      -----------  ----------- 
 As at 30/06/2020                           1,551            - 
 Charge for the period                        231            - 
                                      -----------  ----------- 
 As at 31/12/2020                           1,782            - 
 Charge for the period                        278            - 
 As at 30/06/2021                           2,060            - 
                                      -----------  ----------- 
 
 Carrying amount 
 As at 31/12/2019                             753            - 
 As at 30/06/2020 (Restated)                  815           83 
 As at 31/12/2020                             916           83 
 
   As at 30/06/2021                           792           83 
                                      -----------  ----------- 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   8.     Property, plant and equipment 
 
                                                           Non-current 
                                                               portion 
                                  Fixtures,                    of IFRS 
                                   fittings     Computer     16 leased 
                              and equipment    Equipment        assets     Total 
                                    GBP'000      GBP'000       GBP'000   GBP'000 
 Cost 
 As at 31/12/2019                       249        2,097         1,271     3,617 
 Additions & disposals                    -           44             -        44 
 As at 30/06/2020                       249        2,141         1,271     3,661 
 Additions & disposals                    3           70             -        73 
 As at 31/12/2020                       252        2,211         1,271     3,734 
 Additions & disposals                    -          163             -       163 
 As at 30/06/2021                       252        2,374         1,271     3,897 
                            ---------------  -----------  ------------  -------- 
 
 Accumulated depreciation 
  and impairment 
 As at 31/12/2019                       127        1,476           173     1,776 
 Charge for the period                   25          161            87       273 
 As at 30/06/2020                       152        1,637           260     2,049 
 Charge for the period                   26          167            86       279 
 As at 31/12/2020                       178        1,804           346     2,328 
 Charge for the period                   25          142            87       254 
 As at 30/06/2021                       203        1,946           433     2,582 
                            ---------------  -----------  ------------  -------- 
 
 Carrying amount 
 As at 31/12/2019                       122          621         1,098     1,841 
 As at 30/06/2020                        97          504         1,011     1,612 
 As at 31/12/2020                        74          407           925     1,406 
 As at 30/06/2021                        49          428           838     1,315 
                            ---------------  -----------  ------------  -------- 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   9.     Trade and other receivables 
 
                                       Current 
                      ---------------------------------------- 
                             As at         As at         As at 
                        30/06/2021    31/12/2020    30/06/2020 
                           GBP'000       GBP'000       GBP'000 
 Trade receivables 
  net of impairment          2,918         2,633         2,204 
 Prepayments                   598           279           340 
 Other receivables             180            12           198 
                             3,696         2,924         2,742 
                      ------------  ------------  ------------ 
 
                                                   Non-Current 
                      ---------------------------------------- 
                             As at         As at         As at 
                        30/06/2021    31/12/2020    30/06/2020 
                           GBP'000       GBP'000       GBP'000 
 Trade receivables 
  net of impairment            690           618           729 
 Other receivables             225           222           218 
                               915           840           947 
                      ------------  ------------  ------------ 
 

Trade receivables are stated net of any credit impairment provision as set out previously in Note 3 in accordance with IFRS 9, as illustrated below:

 
                                                              As at 
                                                         30/06/2020 
                                  As at         As at 
                             30/06/2021    31/12/2020    (Restated) 
                                GBP'000       GBP'000       GBP'000 
 Gross trade receivables          3,957         3,777         3,283 
 Expected credit loss             (349)         (526)         (350) 
                                                       ------------ 
 Trade receivables 
  net of impairment               3,608         3,251         2,933 
                           ------------  ------------  ------------ 
 

Impairment includes the expected credit loss on licencing contract assets stated in Note 4.

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   10.   Deferred tax asset 

A deferred tax asset was recognised in the year ended 31 December 2020, due to the Group becoming profitable for the first time. The Group is expected to continue to be profitable in future years, with the value of the deferred tax asset to be reassessed annually at year end.

 
                             As at         As at         As at 
                        30/06/2021    31/12/2020    30/06/2020 
                           GBP'000       GBP'000       GBP'000 
                      ------------  ------------  ------------ 
 Deferred tax asset            204           204             - 
                      ------------  ------------  ------------ 
 
   11.   Trade and other payables 
 
 
                                                       As at 
                                  As at    31/12/2020         As at 
                             30/06/2021    (Restated)    30/06/2020 
     Trade payables                 264           263            90 
     Accruals                     1,063         1,560           968 
                          Social security and 
      other taxation                190           427           370 
     Deferred revenue               935           432           709 
     Other payables                 375           164           192 
                          ------------  ------------  ------------ 
                                  2,827         2,846         2,329 
                           ------------  ------------  ------------ 
 
 
 
 
   12.   Called up share capital 
 
                                                 As at         As at         As at 
                                            30/06/2021    31/12/2020    30/06/2020 
                                               GBP'000       GBP'000       GBP'000 
 Ordinary share capital 
 Issued and fully paid 
 27,149,559 Ordinary shares of 10p 
  each                                           2,717         2,715         2,715 
 Issue of new shares following exercise 
  of 323,267 EMI share options                      32             -             - 
 Issue of new shares following exercise 
  of 20,137 EMI share options                        -             2             2 
 Ordinary share capital                          2,749         2,717         2,717 
                                          ------------  ------------  ------------ 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   13.   Share premium account 
 
                                                 As at         As at         As at 
                                            30/06/2021    31/12/2020    30/06/2020 
                                               GBP'000       GBP'000       GBP'000 
 Share premium 
 At beginning of year                           10,892        10,840        10,840 
 Issue of new shares following exercise 
  of 323,267 EMI share options                     846             -             - 
 Issue of new shares following exercise 
  of 20,137 EMI share options                        -            52            52 
 Share premium                                  11,738        10,892        10,892 
                                          ------------  ------------  ------------ 
 
   14.   Other Reserves 
 
                                                GBP'000 
 
 As at 31/12/2019 (Restated)                        378 
 Share-based payment expense for the 6-month 
  period ended 30/06/2020 (Restated)                137 
 As at 31/06/2020 (Restated)                        515 
 Share-based payment expense for the 6-month 
  period ended 31/12/2020                           246 
 As at 31/12/2020                                   761 
 Share-based payment expense for the 6-month 
  period ended 30/06/2020                           294 
 As at 30/06/2021                                 1,055 
                                               -------- 
 

The reserves relating to share-based payments reflects the estimated value of the approved employee share option schemes, which include the EMI, CSOP and Restricted Share options. The valuation of the options granted is estimated using a US binomial or Black Scholes model. Also included in the share-based payment reserve are the treasury shares purchased by the Trust under the Share Incentive Plan.

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   15.   Retained earnings 
 
                                  GBP'000 
 
 As at 31/12/2019                     146 
 Profit for the 6-month period 
  ended 30/06/2020                     12 
 As at 31/06/2020                     158 
 Profit for the 6-month period 
  ended 30/12/2020                    969 
 Post audit adjustments(1)           (35) 
 As at 31/12/2020 (Restated)        1,092 
 Profit for the 6-month period 
  ended 30/06/2021                  1,008 
 As at 30/06/2021                   2,100 
                                 -------- 
 

(1) These relate to separate adjustments that were posted in Aquis Stock Exchange Limited (GBP24k) and Aquis Exchange Europe SAS (GBP11k) after the Group audit had concluded. The adjustments affect the Group prior year retained earnings and trade payables balances.

   16.   Treasury shares 

Treasury shares are purchased by a Trust under the employee Share Employee Plan. The Trust is consolidated within the Group financial statements and the value of the shares held at the balance sheet date is shown below.

 
                                                                  As at 
                                      As at         As at    30/06/2020 
                                 30/06/2021    31/12/2020    (Restated) 
                                    GBP'000       GBP'000       GBP'000 
 Share premium 
 At beginning of year                   490           328           328 
 Purchase of treasury shares             71           162            81 
 Treasury shares                        561           490           409 
                               ------------  ------------  ------------ 
 
   17.   Foreign currency translation reserve 

The translation of the European subsidiary into the functional currency of the group results in foreign exchange differences that have been recognised in Other Comprehensive Income ('OCI') for the group which have been accumulated in a separate component of equity as illustrated below.

 
                                             6 months          Year      6 months 
                                                ended         ended         ended 
                                           30/06/2021    31/12/2020    30/06/2020 
                                              GBP'000       GBP'000       GBP'000 
 At the beginning of the year/period                1             4             1 
 Foreign exchange differences 
  on translation of foreign operations 
  recognised in OCI                                 3           (3)             3 
 At the end of the year/period                      4             1             4 
                                         ------------  ------------  ------------ 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   18.   IFRS 16 Leases 
 
 
 The impact on the Groups assets and liabilities, and the related effects on profit and loss, of the 
  Groups leasing activities 
  (the Group as a lessee) are detailed below. 
 
 Right of Use Asset 
 
                                      Property 
                                            GBP 
   ---------------------------------  --------- 
    Carrying amount at 1 January 
     2020                                 1,271 
    Depreciation for the period            (87) 
    Carrying amount at 30 June 2020       1,184 
    Depreciation for the period            (86) 
    Carrying amount at 31 December 
     2020                                 1,098 
    Depreciation for the period            (87) 
    Carrying amount at 30 June 2021       1,011 
   ---------------------------------  --------- 
    Of which are: 
                             Current        173 
                         Non-current        838 
                                          1,011 
   ---------------------------------  --------- 
 
 
 
 
 Rent deposit asset 
                                      Rent deposit 
                                              asset 
                                                GBP 
   ---------------------------------  ------------- 
    Carrying amount at 1 January 
     2020                                       222 
    Finance income on rent deposit 
     asset for the period                         3 
    Carrying amount at 30 June 2020             225 
    Finance income on rent deposit 
     asset for the period                         4 
    Carrying amount at 31 December 
     2020                                       229 
    Finance income on rent deposit 
     asset for the period                         3 
    Carrying amount at 30 June 2021             232 
   ---------------------------------  ------------- 
    Of which are: 
                             Current              7 
                         Non-current            225 
                                                232 
   ---------------------------------  ------------- 
 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 
 Lease liability 
 
                                         Lease liability 
                                                      GBP 
   ------------------------------------  ---------------- 
    Carrying amount at 1 January 
     2020                                           1,378 
    Finance expense on lease liability 
     for the period                                    21 
    Lease payments made during the 
     period                                         (115) 
    Carrying amount at 30 June 2020                 1,284 
    Finance expense on lease liability 
     for the period                                    21 
    Lease payments made during the 
     period                                         (115) 
    Carrying amount at 31 December 
     2020                                           1,190 
    Finance expense on lease liability 
     for the period                                    18 
    Lease payments made during the 
     period                                         (116) 
    Carrying amount at 30 June 2021                 1,092 
   ------------------------------------  ---------------- 
    Of which are: 
                                Current               139 
                            Non-current               953 
                                                    1,092 
   ------------------------------------  ---------------- 
 
 
   Net finance expense on leases 
                                                                    Year      6 months 
                                                   6 months         ended         ended 
                                           ended 30/06/2021    31/12/2020    30/06/2020 
                                                        GBP           GBP           GBP 
   ------------------------------------  ------------------  ------------  ------------ 
    Finance expense on lease liability                   18            42            21 
    Finance income on rent deposit 
     asset                                              (3)           (7)           (3) 
    Net finance expense relating 
     to leases                                           15            35            18 
   ------------------------------------  ------------------  ------------  ------------ 
 
 
 
   The finance income and finance expense arising from the Groups leasing activities as a lessee have been 
   shown net where applicable 
   as is permitted by IAS 32 where criteria for offsetting have been met. 
 
 Amounts recognised in profit and loss 
                                                                      Year      6 months 
                                                     6 months         ended         ended 
                                             ended 30/06/2021    31/12/2020    30/06/2020 
                                                          GBP           GBP           GBP 
   --------------------------------------  ------------------  ------------  ------------ 
    Depreciation expense on right-of-use 
     assets                                              (87)         (173)          (87) 
    Finance expense on lease liability                   (18)          (42)          (21) 
    Finance income on rent deposit 
     asset                                                  3             7             3 
    Net impact of leases on profit 
     or loss                                            (102)         (208)         (105) 
   --------------------------------------  ------------------  ------------  ------------ 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

The total cash outflow for leases amounted to GBP115k in the 6 months to 30(th) June 2021.

   19.   Cash generated from operations 
 
                                                                                     6 months 
                                                                                        ended 
                                                                                   30/06/2020 
                                               6 months               Year 
                                                  ended              ended 
                                             30/06/2021         31/12/2020         (Restated) 
                                                GBP'000            GBP'000            GBP'000 
 
 Profit after tax                                 1,008                982                 12 
 
 Adjustments for: 
 Taxation                                             -              (307)                  - 
 Deferred tax                                         -              (204)                  - 
 Investment revenue                                   -               (15)               (14) 
 Amortisation and impairment of 
  intangible assets                                 278                480                249 
 Depreciation and impairment of 
  property, plant and equipment                     254                550                273 
 Equity settled share-based payment 
  expense                                           294                393                 98 
 Other gains/losses                                  39                 40               (29) 
 
 Movement in working capital: 
 
 Increase in trade and other receivables          (674)            (1,100)              (850) 
 Increase in trade and other payables                16              1,311                829 
 
 Cash generated/ (absorbed) by 
  operations                                      1,215              2,130                568 
                                           ------------       ------------       ------------ 
 

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September 23, 2021 02:00 ET (06:00 GMT)

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