TIDMASLR

RNS Number : 7292Q

Asimilar Group PLC

30 June 2022

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulations ("MAR"). Upon publication of this Announcement, this information is now considered to be in the public domain.

Asimilar Group plc

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

Unaudited Interim Results for the six months ended 31 March 2022

The Board of Asimilar (AIM/AQSE: ASLR) announces the Group's unaudited results for the six month period ended 31 March 2022.

Key financials:

-- Loss for the period of GBP10.6 million (H1 2021: profit of GBP23.4 million), driven by the unrealised loss on the value of the Group's holding in Dev Clever Holdings plc ("Dev Clever") over the period. This reflected a fall in the Dev Clever share price from 38.5p per share at 30 September 2021 to 27p per share at 31 March 2022*

-- Net assets of GBP30.9 million (30 September 2021: GBP41.5 million), reflecting the unrealised loss on the Dev Clever investment

   --      Net asset value (NAV) per share of 25.3p (30 September 2021: 34.1p) 

John Taylor, Chairman, commented: "The Board continues to work on delivering the Group's strategy, which is focused on investment opportunities in the technology and software sectors with its primary focus being in the fields of big data, machine learning and the internet of things (IOT). The six months in review (and subsequent period) have seen significant headwinds in our sectors of interest and therefore reflect somewhat of a consolidation period. The Group awaits further news on the RTO and associated re-listing of Dev Clever, and the proposed re-listing of All Active Asset Capital ("AAA") on an international exchange, both of which should add further flexibility to the Group in deploying additional capital in new opportunities which the Board continues to actively review."

*The Dev Clever share price was 30p per share on 24 December 2021 when the shares in Dev Clever were suspended pending a proposed reverse takeover ("RTO"), however the Board have valued these shares at 27p per share at the period end to reflect off-market trading activity

For further details please see below:

 
 Asimilar Group plc 
 John Taylor                                            via Buchanan 
 
 
   Cairn Financial Advisers LLP (AIM 
   Nominated Adviser) 
 Sandy Jamieson, Liam Murray                   Tel: +44 20 7213 0880 
 
 
   Peterhouse Corporate Finance Limited 
   (Sole Broker) 
 Duncan Vasey / Lucy Williams                 Tel: + 44 20 7220 9797 
 
 Oberon Capital (Aquis Adviser) 
 Chris Crawford                                Tel + 44 20 3179 5300 
 
 
   Buchanan Communications Ltd              Tel: +44 20 7466 5000 or 
                                            Asimilar@buchanan.uk.com 
 Richard Oldworth 
 Chris Lane 
 

ASIMILAR GROUP PLC

CHAIRMAN'S STATEMENT

FOR THE SIX MONTHSED 31 MARCH 2022

Introduction

The Group invests in the technology and software sectors and continues to focus primarily on investing in businesses in the fields of big data, machine learning, telematics and the internet of things (IoT) with content and delivery capability that engage customers, monetise the user experience and have potential to scale.

The sectors we are already invested in are education technology (ed-tech), e-sports, OTT broadcast TV streaming, music streaming, podcasting and cyber security, all of which continue to enjoy significant growth into 2022.

The Group, including through its Jersey subsidiary, Asimilar Investments Limited ("AIL"), holds a direct interest in 72.3 million shares of Dev Clever, representing approximately 11.97% of its issued share capital, and 35 million warrants to invest further at a price of 25 pence per share. The Group remains encouraged with the progress that Dev Clever has made during the period and the announcement of the conditional purchase of Veative Labs Private Limited ("Veative"). Dev Clever remains suspended from trading pending the publication of a prospectus relating to the acquisition of Veative.

Following the acquisition of MESH Holdings Plc by All Active Asset Capital ("AAA") during the period, the Group has a holding in AAA of 24 million shares (representing approximately 1.3% of its issued share capital). AAA owns around 32.5% of AAQUA N.V., a new social and community platform seeking to reshape the social media experience along more positive and inclusive lines by empowering peer-level communities, celebrating authentic and purposeful connections, and unleashing the power of co-creation.

AAA also announced in March 2022 that it owns 25% of Sentiance N.V., a Belgium based AI company, and had agreed to acquire the remaining issued equity of Sentiance such that, upon completion, AAA will own 100% of Sentiance (the "Sentiance Acquisition"). AAA has agreed non-binding heads of terms for the Sentiance Acquisition and is currently negotiating a binding sale and purchase agreement.

As an investing company Asimilar continues to support and actively work with each of its investee companies to maximise shareholder value and build quality businesses. Our portfolio now consists of 4 listed and 7 private companies. We believe that there is significant upside to be delivered and we are closely working with the boards of certain of our investee companies to assist them in realising their potential.

Shares in Asimilar are admitted to trading on AIM and in April 2022 the Group undertook a dual listing on the Access segment of the AQSE growth market.

Summary of investment portfolio

The Board has been selective in the transactions made and our investment portfolio now consists of businesses with strong technology and content themes. Each of the businesses are pioneers and innovators in their sectors and are disrupting the space that they are in, which is consistent with Asimilar's investment criteria.

Dev Clever Holdings Plc ("Dev Clever")

Dev Clever Holdings Plc, together with its wholly owned subsidiary Dev Clever Limited, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based gamification and VR technologies to deliver rich customer engagement experiences across both the commercial and education sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange.

Asimilar has an interest in 72.3 million ordinary shares in Dev Clever representing approximately 11.97% of Dev Clever's issued share capital. In addition, Asimilar retains a warrant to subscribe for a further 35 million new ordinary shares in Dev Clever at 25 pence per Dev Clever share.

On 24 December 2021 Dev Clever announced that trading in its ordinary shares was to be suspended pending approval by the FCA of a prospectus relating to the acquisition of Veative Labs Pte Ltd (Singapore) by Dev Clever. Dev Clever remains suspended pending the publication of a prospectus in relation to this acquisition and we will update the market with further developments as soon as they are announced.

The carrying value as at 31 March 2022 of the shares is GBP19,521,000 (30 September 2021: GBP27,835,500) and the carrying value of the warrants is GBP2,156,000 (30 September 2021: GBP5,670,000).

All Active Asset Capital ("AAA")

On 29 November 2021 the Court approved a scheme of arrangement whereby All Active Asset Capital Limited ("AAA"), a private company previously listed on AIM, acquired 100% of MESH on the basis of one new AAA share for one MESH share. As a result, Asimilar now holds 24 million AAA shares representing approximately 1.3% of AAA's issued share capital. AAA has announced its intention to seek a listing on a recognised international stock exchange.

AAA holds 32.5% of AAQUA B.V ("AAQUA"), which is a global services platform designed around "Passion Communities" where members and famous entities ("Icons") curate original content, combined with member inspired online to-offline initiatives. AAQUA will offer levels of control and ownership which aim to bring members, fans, Icons and brands onto the same peer level.

AAA also announced in March 2022 that it owns 25% of Sentience N.V., a Belgium based AI company. AAA has now agreed to acquire the remaining issued equity of Sentiance such that, upon completion, AAA will own 100% of Sentiance (the 'Sentiance Acquisition'). Sentiance is a leading organisation within behavioural, ethical artificial intelligence and machine learning with in its 'Motion Intelligence' and 'Behavioural Change Platform' technologies.

AAQUA and Sentiance have also agreed a mutually beneficial long-term Master Service Agreement ('MSA') which will come into effect upon completion of the Sentiance Acquisition. Under the terms of the MSA, AAQUA and Sentiance will collaborate on a fully aligned roadmap which, amongst other things, will result in:

-- accelerated integration and productisation of Sentiance's acclaimed AI recommendation, contextualisation and journey engines within the AAQUA digital and physical Passion Community proposition;

-- the creation of a highly effective, all-inclusive end-to-end licensing model that commercialises the 'Human First' proprietary technology stack, delivering innovation that allows brands to connect seamlessly with their audiences around the world; and

   --      a significant increase in growth investment in Sentiance. 

The investment in AAA is held at GBP984,000 as at 31 March 2022. The Board has assessed that there is no material change in the value and will review this carrying value at the time of publishing its annual accounts later in the year.

Audioboom Group plc ("Audioboom") :

Audioboom is a global leader in podcasting with more than 126 million downloads each month from 34 million unique listeners around the world. Audioboom is now ranked as the third largest podcast publisher by weekly users in the US by Triton Digital.

Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides commercial services for a premium network of 250 top tier podcasts.

For the year to 31 December 2021 Audioboom achieved revenue of US$60.3 million up 125% on 2020 and adjusted EBITDA of US$ 3.1 million, recording a positive adjusted EBITDA in every month in 2021.

On 24 May 2022 Audioboom issued a trading update confirming that sales momentum has continued strongly into the second quarter, with the Company having already contracted revenue in excess of US$66 million for 2022 through advance advertising bookings .

As at 31 March 2022 Asimilar held 145,700 shares in Audioboom. The investment was valued at GBP2,669,952 at 31 March 2022 based on an Audioboom share price of GBP18.33.

Magic Media Works Ltd ("Magic Media"):

Magic Media is a music entertainment technology business. The company's mission is to bring families together through shared music entertainment experiences, making every home a connected home.

ROXi is backed by celebrity curators Kylie Minogue, Robbie Williams and Sheryl Crow. ROXi delivers its unique interactive experience through the ROXi Console, as well as through major Smart TV and Pay TV platforms, including Sky Q.

Offering unlimited music, karaoke-style singing, global radio access, an ambient sound machine and ROXi's unique music trivia game, "Name That Tune", ROXi is highly differentiated and popular with its target market of older, family consumers. The company has global rights agreements with the major labels (Universal Music Group, Sony Music Group, Warner Music Group) and major independents including Merlin Music, providing customers with one year's access to a premium music catalogue of over 55 million music tracks.

In addition to effortless media discovery and consumption, ROXi's vision is to create experiences that bring people together around music, and support activity beyond simply listening to music, with a clearly differentiated software and hardware offering. ROXi has built a multi-territory media platform with localisation available for language, search, catalogue and playlist curation.

Asimilar holds 1,646,682 shares which represents 6.13% of the issued share capital of Magic Media. Asimilar also holds GBP1,491,768 in convertible loan notes, 928,717 warrants and has options over a further 95,000 ordinary shares in Magic Media. The carrying value of this investment including loan notes and warrants is GBP3,393,923 as at 31 March 2022.

Simplestream Limited ("Simplestream") :

Simplestream is an award winning provider of best in class, next generation TV solutions to some of the biggest players in the broadcast, sports and media industry. Clients include A&E Networks, AMC Networks, Channel 4, Nova TV Sony Traceplay, QVC TV, Box Nation, Little Dot Studios and At The Races amongst others.

Simplestream's cloud-based Media Manager platform provides broadcasters and rights owners with an end-to-end technology services eco-system, with a full range of multi-platform TV and video distribution products including low latency online simulcasts of TV channels, real-time sports highlights clipping, broadcaster catch-up services, social video syndication and subscriber management services.

Simplestream's technology platform also provides multi-channel and multi-territory front-end templated applications for a complete range of connected devices including mobiles, tablets, connected TVs and fast-growing over the top (OTT) platforms such as Amazon Fire TV, Apple TV and Roku. In the UK Simplestream's "Hybrid TV" solution is used by leading broadcasters to power "catchup" services on Freeview, Freesat, YouView and EETV.

Simplestream delivers services across Europe, the US, Africa and the Far East with further international expansion planned throughout 2022.

At 31 March 2022 Asimilar held 9,943 shares in Simplestream, which represents 6.71% on a fully diluted basis and a Convertible Loan Note of GBP21,000. The carrying value of this investment at 31 March 2022 is GBP856,212.

SeeQuestor Limited ("SeeQuestor")

SeeQuestor brings together leaders in cyber security and computer vision to deliver an Artificial Intelligence ("AI") tool to comb through some of the estimated 1.5 trillion hours of CCTV footage produced per year, harnessing what the Directors believe to be world leading AI technology and affordable supercomputing to turn terabytes of video into actionable intelligence.

SeeQuestor has two main products available: SeeQuestor 'Post-Event' which allows teams to comb through archives of video footage to find persons of interest or vehicles, helping to solve investigations in a fraction of the time that would otherwise be needed; and SeeQuestor 'iCCTV' which monitors surveillance cameras in real-time. Use cases range from homeland security to smart cities, airports, industrial and mining operations.

The SeeQuestor 'Post-Event' product has been used successfully to solve crimes by 20 police forces in the UK and overseas. SeeQuestor 'iCCTV' is now being deployed at scale to secure sensitive events and sites in several countries.

On 30 December 2021, Asimilar Investments Limited ("AIL") exercised its warrants and invested a further GBP337,840 for 33,784 new equity shares in addition to the 80,802 shares already held.

The holding of SeeQuestor shares totalled 114,586 as at 31 March 2022, representing 8.76% of the issued share capital of SeeQuestor, and the carrying value of the investment was GBP1,308,023.

Sparkledun Limited ("Sparkledun")

Sparkledun is a private company which, through its trading subsidiary, Fast to Fibre Limited ("Fast to Fibre"), has rights to exploit a patented process for the extraction of the inner core of telecoms and power cables, allowing the insertion of fibre optic without the need for excavation or other disruptive techniques.

The Fast to Fibre commercial proposition is to reduce the cost of fibre optic deployment particularly in difficult to access areas such as urban and city centres, thereby increasing the pace of adoption in line with government targets around the world to provide ultra-fast internet access.

Asimilar holds 8,307 ordinary shares of GBP1.00 each in the issued share capital of Sparkledun, representing 4% of the issued share capital. The carrying value of the investment at 31 March 2022 was GBP493,851.

Gfinity plc ("Gfinity")

Gfinity is a world-leading esports solutions provider. It focuses on designing, developing and delivering esports solutions for e-games publishers, rights holders and brands. It has contracts and partnership arrangements with EA Games, Microsoft, FIFA, Formula 1 and Indycar.

On 15 March 2022, Asimilar invested a further GBP27,400 for 2,186,454 new equity shares in Gfinity in addition to the 5,962,500 shares already held.

At 31 March 2022 Asimilar held 8,148,954 shares in Gfinity which represent 0.74% of the issued share capital and carrying value of GBP116,112.

Low 6 Limited ("Low6")

Low6 has developed an app for "pool betting" gameplay designed for Millennials to compete against each other rather than traditionally pitted against 'the House'. Distribution is through multi-channel platform technology. Gameplay is available via 'global network' or 'ring-fenced geo-specific' tenants and/or locations.

Asimilar holds 6,612 shares in Low6, representing 0.7% of the issued share capital. The carrying value of the investment was GBP119,993 at 31 March 2022.

Low6 is pursuing its own public listing on an international exchange and we will update the market with material progress in this regard as news becomes available.

Zeelo Limited ("Zeelo")

Zeelo's ambition is to build the world's leading smart mobility platform for organisations, enabling access to safe and sustainable transportation for everyday journeys. It seeks to use technology and data to provide flexible and cost efficient transportation programmes in public transit deserts. This includes the smart provision and procurement of shared transport for businesses and providing employees with a safer commute to work and in education getting students to schools and colleges safely and competitively. It also gives transport operators access to new business via a digitised service.

Zeelo continues to grow impressively in 2022 in terms of journeys taken on the platform and significant revenue and the Board is confident it will realise the value of its investment.

At 31 March 2022, Asimilar held 1,220,000 in Zeelo, which represents 1.2% of its issued share capital, with a carrying value of GBP301,850.

I would like to thank our shareholders and advisers for continuing to support the Board and our vision.

John Taylor

Chairman

29 June 2022

ASIMILAR GROUP PLC

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHSED 31 MARCH 2022

 
 
                                               Unaudited     Unaudited      Audited 
                                              six months     six months    year ended 
                                                 ended          ended 
                                             31 March 2022    31 March    30 September 
                                                                2021          2021 
                                     Notes        GBP           GBP           GBP 
 
 
 Revenue                                             7,000        7,000         14,000 
 
 Administrative expenses                         (323,811)    (438,603)      (800,536) 
 Sundry income                                           -            -         43,414 
 Gain on sale of investments                        99,485    2,604,000      2,202,000 
 
 Gain / (Loss) from remeasurement 
  of derivative financial 
  liabilities                          7           684,500    (602,600)      (459,900) 
 Unrealised gain / (loss) 
  on remeasurement to fair 
  value on investments 
  in financial assets                  3      (11,044,357)   21,836,376     25,687,510 
                                            --------------  -----------  ------------- 
 GAIN / (LOSS) FROM OPERATIONS 
  BEFORE FINANCING ACTIVITIES                 (10,577,183)   23,406,173     26,686,488 
 Finance income                                          -       21,015         20,377 
 Finance cost                                            -            -        (1,229) 
 
 (LOSS)/PROFIT BEFORE 
  TAX                                         (10,577,183)   23,427,188     26,705,635 
 
 Tax                                                     -            -              - 
 
 (LOSS)/PROFIT FOR THE 
  PERIOD                                      (10,577,183)   23,427,188     26,705,635 
 
 TOTAL COMPREHENSIVE 
  (EXPENSE)/INCOME 
  FOR THE PERIOD                              (10,577,183)   23,427,188     26,705,635 
                                            --------------  -----------  ------------- 
 
 

(Loss)/profit before tax and total comprehensive income/(expense) for the period are all attributable to the equity shareholders of the parent.

 
 (Loss)/profit per share (pence 
  per share) 
 Basic                             (8.69)   21.67   23.29 
 Diluted                           (8.69)   15.32   19.23 
 

Income and profit from operations for the current period all derive from continuing operations.

ASIMILAR GROUP PLC

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE SIX MONTHSED 31 MARCH 2022

 
                                             Unaudited      Audited 
                                              31 March    30 September 
                                                2022          2021 
                                     Notes      GBP           GBP 
 ASSETS 
 
 Non-current assets 
 
 Investments in financial assets 
  held at fair value                   3     29,343,085     36,312,423 
                                             29,343,085     36,312,423 
                                            -----------  ------------- 
 Current assets 
 
 Investments in financial assets 
  held at fair value                   3      2,978,726      6,727,681 
 Trade and other receivables           4        161,100         95,481 
 Cash and cash equivalents             5         31,705        600,090 
                                            -----------  ------------- 
                                              3,171,530      7,423,252 
                                            -----------  ------------- 
 
 TOTAL ASSETS                                32,514,615     43,735,675 
                                            ===========  ============= 
 
 EQUITY AND LIABILITIES 
 
 Equity 
 Share capital                         8      5,214,766      5,214,709 
 Share premium account                       17,961,563     17,932,954 
 Merger reserve                                 279,900        279,900 
 Warrant reserve                                157,813        157,813 
 Retained earnings                            7,312,082     17,889,264 
 
 Total equity attributable to 
  equity holders of the parent               30,926,124     41,474,640 
                                            -----------  ------------- 
 
 Current liabilities 
 Trade and other payables              6        143,591        131,635 
 Derivative financial liabilities      7      1,444,900      2,129,400 
 Total liabilities                            1,588,491      2,261,035 
                                            -----------  ------------- 
 
 
 TOTAL EQUITY AND LIABILITIES                32,514,615     43,735,675 
                                            ===========  ============= 
 

ASIMILAR GROUP PLC

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHSED 31 MARCH 2022

 
 
                                       Share 
                           Share      Premium     Merger    Warrant     Retained 
                          capital     Account     Reserve   Reserve     Earnings        Total 
 
                            GBP         GBP                   GBP         GBP            GBP 
 
 Audited as at 
  1 October 2020         5,213,277   14,327,636   279,900   157,813   (9,387,371)      10,591,255 
 
 Total comprehensive 
  income for the 
  period                         -       -           -         -       23,427,188      23,427,188 
 Share based payments            -       -           -         -        108,000           108,000 
 Transactions 
  with owners 
 Share issue                   576   1,224,924       -         -           -            1,225,500 
 
 Unaudited as 
  at 31 March 2021       5,213,853   15,552,560   279,900   157,813    14,147,817      35,351,943 
                        ----------  -----------  --------  --------  -------------  ------------- 
 
 
 Unaudited as 
  at 1 April 2021        5,213,853   15,552,560   279,900   157,813     14,147,817     35,351,943 
 
 Total comprehensive 
  income for the 
  period                         -            -         -         -      3,170,447      3,170,447 
 Share based payments            -            -         -         -        571,000        571,000 
 Transactions 
  with owners 
 Share issue                   856    2,380,394         -         -              -      2,381,250 
 
 Audited as at 
  30 September 
  2021                   5,214,709   17,932,954   279,900   157,813     17,889,264     41,474,640 
                        ----------  -----------  --------  --------  -------------  ------------- 
 
 Audited as at 
  1 October 2021         5,214,709   17,932,954   279,900   157,813     17,889,264     41,474,640 
 
 Total comprehensive 
  expenses for 
  the period                     -            -         -         -   (10,577,182)   (10,577,182) 
 Transactions 
  with owners 
 Share issue                    57       28,609         -         -              -         28,667 
 
 Unaudited as 
  at 31 March 2022       5,214,766   17,691,563   279,900   157,813      7,312,082     30,926,124 
                        ----------  -----------  --------  --------  -------------  ------------- 
 
 

All equity is attributable to equity shareholders of the parent.

Share Capital

Represents the par value of shares in issue.

Share premium

Represents amounts subscribed for share capital in excess of its nominal value, net of directly attributable issue costs.

Merger relief reserve

Represents premium on shares issued in connection with the acquisition of Intrinsic Investments Limited, recognised in accordance with S162 of the Companies Act 2006.

Warrant reserve

Warrant reserve represents amount received for placing warrants.

Retained earnings

Represents accumulated profit to date.

ASIMILAR GROUP PLC

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHSED 31 MARCH 2022

 
                                              Unaudited      Unaudited        Audited 
                                             six months     six months     year ended 
                                                  ended          ended 
                                               31 March       31 March   30 September 
                                                   2022           2021           2021 
                                                    GBP            GBP            GBP 
 
 Operating activities 
 (Loss) / profit before tax                (10,577,182)     23,427,188     26,705,636 
 (Increase)/decrease in trade 
  and other receivables                        (65,619)         90,876         86,761 
 Increase/(decrease) in trade 
  and other payables                             11,956        300,492       (65,500) 
 Net finance cost                                     -       (21,015)       (19,148) 
 Unrealised (gains) / loss on 
  remeasurement to fair value                10,359,857   (21,233,776)   (25,687,510) 
 Gain on sale of investments                   (99,485)              -    (2,202,000) 
 Foreign exchange                                     -         43,519              - 
 Share based payments                                 -        108,000        571,000 
 
 
 Net cash (used in)/generated 
  from operating activities                   (370,474)      2,715,284      (610,761) 
                                          -------------  -------------  ------------- 
 
 Investing activities 
 Payments to acquire investment               (395,316)    (6,208,244)    (9,570,755) 
 Proceeds from disposal of financial 
  assets                                        168,737      3,555,417      3,674,463 
 Loans repaid                                         -              -      2,771,426 
 Net finance income                                   -         61,967         19,418 
 Net cash used in investing activities        (226,578)    (2,590,860)    (3,105,718) 
                                          -------------  -------------  ------------- 
 
 Financing activities 
 Net proceeds from issue of shares               28,667      1,225,500      3,606,750 
 
 
 Net cash received from financing 
  activities                                     28,667      1,225,500      3,606,750 
                                          -------------  -------------  ------------- 
 
 
 Net (decrease) / increase in 
  cash and cash equivalents                   (568,385)      1,349,924      (109,729) 
 
 Cash and cash equivalents at the 
  start of the period                           600,090        709,819        709,819 
                                          -------------  -------------  ------------- 
 Cash and cash equivalents at the 
  end of the period                              31,705      2,059,743        600,090 
                                          =============  =============  ============= 
 

ASIMILAR GROUP PLC

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION

FOR THE SIX MONTHSED 31 MARCH 2022

   1          General information 

Asimilar Group Plc (the "Group" or the "Company") is an investment company as defined under AIM Rule 15.

Shares in the Company are admitted to trading on AIM and Aquis. The Company is incorporated and domiciled in England and its registered office is 4 More London Riverside, London, SE1 2AU.

This interim financial information was approved for issue on 29 June 2022.

   2         Accounting policies 
   2.1       Basis of preparation 

The interim financial information comprises the Consolidated Statements of Financial Position at 31 March 2022 and 30 September 2021 and the Consolidated Statements of Comprehensive Income, Changes in Equity and Cash Flows for the periods ended 31 March 2022, 31 March 2021 and 30 September 2021 and the related notes of Asimilar Group Plc (hereinafter referred to as 'the interim financial information').

In preparing this interim financial information, management has used the accounting policies set out in the Group's annual financial statements as at 30 September 2021.

This interim financial information does not constitute a set of statutory accounts under the requirements of the Companies Act 2006 and is neither audited nor reviewed. The comparative figures for the financial year ended 30 September 2021 are extracted from the Group's 2021 financial statements, which have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified.

This document (the Interim Statement 2022) will be published on the Group's website and will be publicly available from the London Stock Exchange regulatory publications. The maintenance and integrity of the Asimilar Group Plc website is the responsibility of the directors. Legislation in the UK governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.

   2.2        Going concern 

The Group's activities, together with the factors likely to affect its future development and performance, the financial position of the Group, its cashflow and liquidity position have been considered by the directors and the Board is of the opinion that, after taking into account available funds arising from disposal of listed investments, there are sufficient funds available to continue as a going concern for the foreseeable future. The Board would also consider raising additional funds to continue to carry out its investment strategy as opportunities arise. Accordingly, the Board consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.

   2.3        Investments 

Financial assets and liabilities are fair valued using a hierarchy that reflects the significance of the inputs used in making the fair value assessment. The fair value hierarchy has the following levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices for identical assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

   3              Investments 
 
                                       Unaudited        Audited 
                                        31 March   30 September 
                                            2022           2021 
                                             GBP            GBP 
 Non-current assets 
 Investments held at 
 fair value through 
 profit and loss ("FVTPL")            29,343,085     36,312,423 
 
 Current assets 
 Investments held at 
  FVTPL                                2,978,726      6,727,681 
 Investments at amortised                      -              - 
  cost 
                                    ------------  ------------- 
                                       2,978,726      6,727,681 
 
 Total investments                    32,321,811     43,040,104 
                                    ============  ============= 
 
 Movements:                          Non-current        Current 
 Fair value of investments 
  b/f                                 36,312,423      6,727,681 
 Purchases in the period               1,349,240         30,076 
 Disposals in the period             (1,053,252)              - 
 Net unrealised loss 
  in fair value                      (7,265,326)    (3,779,031) 
 
 Fair value of investments 
  c/f                                 29,343,085      2,978,726 
                                    ============  ============= 
 
 
 Investments held at FVTPL            Level         Level          Total 
                                          1             3 
                                        GBP           GBP            GBP 
 Audited fair value at 
  30 September 2021              29,655,882    13,384,221     43,040,103 
 
 Additions                           27,400     1,351,916      1,379,316 
 Disposals                         (69,252)     (984,000)    (1,053,252) 
 Fair value adjustment*         (7,306,955)   (3,737,402)   (11,044,357) 
 
 Unaudited fair value at 
  31 March 2022                  22,307,075    10,014,735     32,321,810 
                               ------------  ------------  ------------- 
 
 
 

* Level 1 includes GBP8,314,500 adjustment relating to decrease in share price of Dev Clever shares held.

*Level 3 includes GBP3,154,000 adjustment relating to decrease in value of Dev Clever warrants held.

 
 4 Trade and other receivables     Unaudited     Audited 
                                                    30 
                                   31 March    30 September 
                                      2022         2021 
                                         GBP            GBP 
       Trade receivables              19,200         23,400 
       Prepayments                   102,959         28,691 
       Other receivables              38,941         43,390 
 
                                     161,100         95,481 
 
 
 
 
 
   5    Cash and cash equivalents 
 
 
 For the purpose of the interim cash flow statement, cash and 
  cash equivalents are comprised of the following: 
 
 
                                Unaudited        Audited 
                                 31 March   30 September 
                                     2022           2021 
                                      GBP            GBP 
 
 Cash at bank and in 
 hand                              31,705        600,090 
                              ===========    =========== 
 
 
 6.    Trade and other payables                  Unaudited             Audited 
                                                  31 March        30 September 
                                                      2022                2021 
                                                       GBP          GBP 
 
  Trade payables                                    98,242              40,980 
  Accruals and deferred income                      24,354              83,635 
  Other taxes and social 
   security                                         20,995               7,020 
                                         -----------------   ----------------- 
                                                   143,591             131,635 
                                                 =========           ========= 
 
 
 7.    Derivative financial liabilities      Unaudited        Audited 
                                              31 March   30 September 
                                                  2022           2021 
                                                   GBP       GBP 
 
  Derivative liabilities                     1,444,900      2,129,400 
                                             =========      ========= 
 

On 30 August 2020 as part consideration for the acquisition of AIL, Asimilar Group Plc granted warrants to subscribe for up to 9,000,000 ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. The warrants represent derivatives over own equity and have been recognised as derivative financial liabilities.

On 25 February 2021, following disposal of 30m Dev Clever options and 15m Dev Clever warrants, the consideration warrants, under the terms of their issue, were adjusted to 2 tranches of up to 3,150,000 per tranche.

The change in the fair value of the warrants to GBP1,444,900 as at 31 March 2022 represents a fair value gain to the Group of GBP684,500 which has been recognised in the income statement.

 
                                                       Unaudited        Audited 
  8.    Share capital 
                                                   31 March 2022   30 September 
                                                                           2021 
                                                             GBP            GBP 
        Issued and 
         fully paid 
  Ordinary shares of 0.01p each b/f                       12,168         10,736 
  Issue of 14,322,5007 shares of 0.01p 
   each                                                        -          1,432 
        22 February 2022 new ordinary shares                  24              - 
         issued (240,000 of 0.01p each) 
        31 March 2022 new ordinary shares                     33              - 
         issued (333,333 of 0.01p each) 
 
 
  Ordinary shares of 0.01p each c/f                       12,225         12,168 
 
 
  Deferred shares (44,132,276 shares 
   of 9.99p each)                                      4,408,815      4,408,815 
  Deferred shares (8,819,181 of 9.00p 
   each)                                                 793,726        793,726 
 
                                                       5,214,766      5,214,709 
                                                  ==============  ============= 
 
 
 
        Dividends paid and 
   9.    proposed 
 
        Equity dividends on ordinary 
         shares: 
        No interim dividend was paid or is proposed for the 
         half year ended 31 March 2022. 
 
 
 
        Profit/(loss) 
  10.    per share 
 

The calculations of loss per share are based on the following results and number of shares.

 
                                        Unaudited     Unaudited        Audited 
                                       six months    six months     year ended 
                                            ended         ended 
                                         31 March      31 March   30 September 
                                             2022          2021           2021 
                                              GBP           GBP            GBP 
 
     Profit/(loss) for the 
      financial period               (10,577,182)    23,427,188     26,705,636 
                                    =============  ============  ============= 
 
     Weighted average number 
     of shares for basic loss 
     per share                        121,732,734   108,118,357     114,661685 
                                    =============  ============  ============= 
 
 
     Weighted average number 
      of shares for diluted 
      loss per share                  121,732,734   152,968,334     138,871831 
                                    =============  ============  ============= 
 
 Profit/(loss) per share 
  (pence per share) - Basic                (8.69)         21.67          23.29 
                                    =============  ============  ============= 
 
 Profit/(loss) per share 
  (pence per share) - Diluted              (8.69)         15.32          19.23 
                                    =============  ============  ============= 
 

At 31 March 2022, the number of ordinary shares in issue was 122,257,276.

 
 
        IAS 33 requires presentation of diluted EPS when a company could 
        be called upon to issue shares that would decrease earnings 
        per share or increase the loss per share. For a loss-making 
        Company with outstanding share options, net loss per share would 
        be decreased by the exercise of options. Therefore, per IAS33:36 
        the antidilutive potential ordinary shares are disregarded in 
        the calculation of diluted EPS. 
 

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