TIDMBLU
RNS Number : 0857G
Blue Star Capital plc
25 March 2022
25 March 2022
Blue Star Capital plc
("Blue Star" or the "Company")
Final Results for the year ended 30 September 2021
Blue Star Capital plc (AIM: BLU), the investing company with a
focus on esports, technology and its applications within media and
gaming, announces its final results for the year ended 30 September
2021.
Highlights:
-- Net assets have grown by approximately 36 per cent. over the
year increasing to GBP12,715,515 (2020: GBP9,326,562) .
-- pre-tax profits have increased by approximately 24 per cent.
to GBP2,129,135 (2020: GBP1,714,155) .
-- The cash position of the Company at 30 September 2021 was
GBP296,106 compared to GBP132,167 in the corresponding period in
2020.
The Annual Report and notice of Annual General Meeting ("AGM")
has today been posted to shareholders and will shortly be available
to view on the Company's website www.bluestarcapital.co.uk .
The AGM will take place on 19 April 2022 at 10:00 a.m. at the
offices of Fladgate LLP, 10 Great Queen Street, London WC2B 5DG.
Only the formal business set out in the notice of AGM will be
considered at the AGM.
Shareholders wishing to vote on any matters of business at the
AGM are encouraged to do so through completion of a proxy form
which can be completed and submitted to the Company. Proxies should
be completed and returned in accordance with the instructions on
the form of proxy by no later than 10:00 a.m. on 13 April 2022.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information, please contact:
Blue Star Capital plc +44 (0) 20 3608 3019
Derek Lew
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
(Nominated Adviser)
Jo Turner / Liam Murray
Stanford Capital Partners Limited
(Broker)
Patrick Claridge / John Howes / Bob
Pountney +44 (0) 20 3650 3650
Chairman's Statement
Blue Star Capital plc ("the Company" or "Blue Star") provides
investors with exposure to a global portfolio of quoted and
unquoted companies in high-growth, disruptive technology sectors.
It consists of 11 companies, eight with a focus on esports and
mobile gaming, one within each of decentralised finance, payments
and NFT sectors, all of which are demonstrating a strong investment
potential and growing investor interest.
During the period, the Company's Net Asset Value has grown by
36%, increasing to GBP12,715,515 (2020: GBP9,326,562) with pre-tax
profits up 24% to GBP2,129,135 (2020: GBP1,714,155).
SatoshiPay had a positive year in its development of its
blockchain payment technology culminating in the (post period)
announcement of its subsidiary Pendulum's successful EUR5m raise
and launch of the Pen token. SatoshiPay is capitalising on the new
business models that are emerging as the demand and use of crypto
continues to increase and there is ever greater reliance on
decentralised ledger technologies. Decentralised finance solutions
("De-Fi"), such as SatoshiPay's DTransfer, may be one of the most
promising emerging sectors to date. According to Coindesk, De-Fi
has an estimated market size of around $100 Billion. The Pen token
will further the development of the on-ramps and off-ramps that
will be utilised by DTransfer and other De-Fi solutions.
Adding to our strategy of investing in early-stage, high growth,
disruptive technology businesses is our investment in NFT
Investments plc, which was floated on the London AQSE Growth Market
in April 2021. NFT Investments was established to take advantage of
the many opportunities that the nascent non-fungible token sector
offers.
Our portfolio approach continues broadly to deliver strong
performances and we provide the following portfolio company
highlights for the period ended 30 September 2021 and subsequent
material post balance sheet developments.
Esports
It was an extremely busy period for esports in general as market
participation grew significantly during the period with a number of
lighthouse events bringing the industry to the attention of
mainstream sports media. This was exemplified by recent news that
esports may be included as a pilot event at the 2022 Commonwealth
Games with plans for esports to be part of the full programme by
the 2026 Games.
According to GrandView Research, the esports gaming market was
valued at approximately US$1.1 billion in 2019 with an expected
CAGR of 24% to 2027. As the audience reach (players and viewers)
continues to expand, the industry is expected to generate revenue
of US$6.1 billion by 2027 through sponsorship, merchandising,
licensing, broadcasting and tournaments. Newzoo estimates that by
2023, the number of esports viewers globally will grow to 646
million.
Given the anticipated growth in the market and the diverse array
of commercial opportunities, the Board remains firmly committed to
esports in the belief that it will constitute a significant
proportion of the global sports industry
Our portfolio of esports companies is headlined by Dynasty
(renamed Dynasty Media & Gaming in a post period announcement)
and Guild Esports PLC, each of which have successfully launched
their products, and the remaining six (The Drops Esports, Diemens
Esports PTY, Formation Esports SAS, Googly Esports plc, The Dibs
Esports Corp and Paidia esports Inc) are continuing to develop
their businesses. The Board remains confident in the strong
underlying trends in esports and believes in the benefit of the
portfolio approach when investing in early-stage companies, and
that there continues to be value to be achieved moving forward from
the esports portfolio. The Board will continue to monitor their
progress and will update the market when appropriate to do so.
Dynasty Media & Gaming
Dynasty is a Singapore-based business providing a gaming and
media platform bringing together the entire gaming ecosystem into
one single integrated solution. The result for Dynasty's customers
is a powerful tool for acquiring and retaining high value users and
customers, while creating meaningful, long-term value.
During the period, Dynasty's first partner platform went live in
Malaysia with a soft launch of its proprietary EPM platform with
the Malaysia esports Federation ( www.mesf.gg). The Company also
strengthened its management team with a number of senior
appointments. Further agreements pending including the development
of a fully embedded e-commerce gaming shop that includes a
partnership with Boost, Malaysia's largest eWallet provider.
In January 2021, Dynasty reported its first monthly profit, at
an operating level, increasing monthly cash inflow with a strong
balance sheet following its successful funding round raising US$5
million at a post-money valuation of US$50 million, in April
2021
Blue Star exercised its antidilution rights and invested
approximately US$650,000 (approximately GBP535,000) to maintain its
holding in Dynasty at approximately 13 percent of Dynasty's issued
share capital.
To date, the Company has invested approximately GBP968,000 in
Dynasty and based on Dynasty's valuation of US$50 million in this
latest fundraising round, the Company's holding in Dynasty is
valued at approximately US$6.5 million (approximately GBP4.8
million).
Guild Esports PLC
Guild Esports plc, is a UK based company, with a focus on the
European esports market and, in October 2020, the first esports
organisation to list on the London Stock Exchange.
In March 2021, Guild Esports won its first major trophy in the
European Grand Finals of the Fortnite Champion Series, which was
followed by a second trophy win at the EU Spring Regional Rocket
League Champion Series in April 2021.
Furthermore, Guild Esports became the first esports organisation
to sign an EMEA-wide sponsorship deal with Subway in March 2021
with a two-year multi-million-pound sponsorship deal covering 55
markets across the EMEA region, becoming its 'Official
Quick-Service Restaurant Partner'. This sponsorship deal was the
third revenue-generating agreement signed by Guild since its IPO in
October 2020.
To date, the Company has invested approximately GBP706,000 in
Guild equivalent to a shareholding of 5.95% of the total issued
share capital. At the Year end the valuation was GBP1,561,606.
Leaf Mobile Inc. ("Leaf")
LEAF is a leading creator of free to play mobile games and owns
a number of successful games titles, including its recent launch of
The Office: Somehow We Manage. It is focussed on delivering highly
engaging games that produce enduring player engagement. Leaf listed
on the TSX Venture Exchange in Canada in April 2020.
In February 2021, Leaf Mobile completed its acquisition of 100%
of East Side Games Inc. for around C$159m and subsequently
graduated from the TSX-V to the TSX and is the leading publicly
traded mobile game company in Canada.
In April 2020, Blue Star invested approximately GBP57,000 into
LEAF at a price of CAD$1.60 per consolidated share (following a
10:1 share consolidation which occurred in July, 2021), prior to
LEAF's listing on the TSX Venture Exchange. LEAF's shares traded at
a price of CAD$3.04 at the end of the period, valuing Blue Star's
holding in LEAF at approximately GBP111,000.
Decentralised Finance
It was a productive period for all the Company's investee
companies spanning Blockchain, decentralised finance and payments
and the rapidly expanding NFT market. Most notably SatoshiPay is
now preparing to complete its first cross-border payments on
Pendulum network, following its successful launch of its Pen
tokens.
SatoshiPay
SatoshiPay supplies payment and money transfer infrastructure
based on blockchain technology to digital industries and globally
operating SMEs. Having initially focussed on building a
micropayment infrastructure and platform the decision was taken to
use the same technology and experience to move into B2B cross
border payments service for businesses.
In December 2020, SatoshiPay announced that, in respect of
DTransfer, it had signed an agreement with German Bankhaus von der
Heydt ("BDVH") to become the first user of the bank's fully
compliant euro-backed stablecoin ("EURB").
BDVH, in partnership with Bitbond, has introduced EURB on the
Stellar network. Bitbond was responsible for the development and
integration of EURB and BDVH provides its banking infrastructure
and regulatory framework. EURB is the first fiat asset directly
backed by a banking institution on Stellar and will allow instant
money transfer on blockchain.
SatoshiPay intends to integrate EURB into its cross-border money
transfer service. BDVH establishes a stable on and off-ramp for
EURB transactions with instant EUR-based bank transfers within the
Single Euro Payments Area (which comprises 36 European
member-states). This will provide users with an easy solution to
instantly send and receive euro-based payments.
In June 2021, SatoshiPay received an R&D grant from Stellar
Development Foundation which has been used to kickstart the
development of the Pendulum Network Project ("Pendulum") and
develop a proof-of-concept implementation of Pendulum.
SatoshiPay proposed the idea for Pendulum as a way to bring more
complex features to its open-source network, Stellar, without
sacrificing the network's efficiency.
Pendulum is being built around two large blockchain ecosystems,
'Stellar' and 'Polkadot', an open source blockchain that aims to
establish the missing link between fiat currency and De-Fi
ecosystems through a sophisticated smart contract network.
De-Fi has emerged in the past year and is positioned to
profoundly disrupt traditional financial services like trading,
credit/lending, and yield-generating accounts. The decentralised
finance industry grew in value by over twentyfold in 2020 alone and
reached more than $60 billion in Total Value Locked in smart
contracts as of May 2021.
It is intended that SatoshiPay's Pendulum network will connect
De-Fi to the larger foreign exchange market, building automated
market makers to introduce scalable liquidity pools for fiat
currencies as well as creating yield earning opportunities for fiat
token holders. As such, SatoshiPay expects to become involved in an
increasing number of opportunities within the De-Fi space, a market
which is currently estimated at $100 billion.
The Directors of Satoshi Pay expect that Pendulum will enable
the business to enter the 'protocol space', something they view as
a significant opportunity to increase its impact in the blockchain
ecosystem.
Blue Star currently has a 27.9% interest in SatoshiPay's share
capital, which is valued on the basis of the last external fund
raise in 2019 at GBP4.6 million. It is the Board's view that the
valuation of SatoshiPay may have increased significantly since the
last fund raise given the launch of DTransfer and Pendulum.
Payments and NFT
Sthaler Limited
Sthaler is a biometric identity and payments technology business
which enables an individual to identify themselves and pay using
the unique vein patterns within a finger. Its FinGo ID platform
uses a biometric called VeinID which instantly recognises an
individual through the unique pattern of veins inside each
finger.
Overall, the Board is pleased with progress at Sthaler over the
last year and believes the recent (post period) appointment of
Dermot Smurfit to the Board is an indication that the business is
well positioned to optimise the value of its Fingo ID platform.
Blue Star's shareholding in Sthaler is approximately 0.8% at 30
September 2021 and is valued on the basis of Sthaler's last
completed fundraise at approximately GBP387,000, compared with a
cost of GBP50,000.
NFT Investments
In April 2021, the Company invested a further GBP200,000 in the
IPO of NFT Investments plc, which admitted to trading on the London
AQSE Growth Market.
NFT Investments has been launched by the co-founders of Argo
Blockchain plc to invest in non-fungible tokens, a specialised
class of assets that certifies authenticity and proof of ownership
of digital assets.
NFT Investments is one of the world's first pure-play investment
companies focused exclusively on investing in NFTs to launch on a
stock market in any major jurisdiction worldwide.
The Company had previously made an investment, of GBP50,000, in
an earlier funding round of NFT Investment and, as a result of the
further investment, holds 9,000,000 ordinary shares representing
approximately 0.9 per cent. of NFT's issued share capital valued at
GBP248,000 at the year end.
Post-period highlights:
Post period end, SatoshiPay, Leaf, Guild, NFT Investments and
Sthaler released further positive news.
In November 2021, SatoshiPay's raised $5m in an oversubscribed
private sale round of its PEN token from strategic partners in
order to advance its development. It quickly followed the news in
January 2022 by announcing a series of senior management
appointments and promotions to support the expansion of its
Pendulum business as DTransfer is being readied for its first
Pendulum-based cross border money transfers.
Later in December 2021, Leaf Mobile announced its intention to
change its name to East Side Games Group, with trading symbol EAGR
on the TSX, and the appointment of Jason Bailey as Executive Chair
of the Company's Board of directors in addition to his existing
role as Chief Revenue Officer.
In December 2021, Guild Esports signed Nicolas Villalba
("Nicolas99fc"), who has ranked in the top 3 FIFA players worldwide
since 2018 and Argentina's second highest esports earner and signed
a three-year global sponsorship deal in January 2022 with Bitstamp,
one of the world's longest-running crypto exchanges, for GBP4.5
million, making it the company's exclusive official cryptocurrency
exchange partner. It also announced trading in its shares commenced
on the OTCQB Venture Market in the US during the month.
In January 2022, NFT Investments announced the proposed
acquisition of Pluto Digital plc ("Pluto"), a crypto technology and
venture company, for a total consideration of GBP96m. The shares in
NFT Investments were subsequently suspended from trading pursuant
to shareholder approval for NFT Investments to issue 2.4 billion
new shares in NFT, which would constitute a Reverse Takeover under
the AQSE rules.
Outlook
The Board believes the Company's portfolio has achieved some
significant operational and financial milestones during the period.
In particular, the Company is pleased that, whilst some have raised
additional funds in the private equity markets, others have chosen
to list their shares on a regulated exchange to both raise
additional funds and deliver liquidity for early-stage investors
such as Blue Star. Given the increase in NAV, plus the cash
reserves and liquidity provided by our listed investments, the
Board is confident that is well-funded and positioned to perform
well over the coming years.
Derek Lew
Chairman
Strategic Report
The Directors present their strategic report on the Company for
the year ended 30 September 2021.
Review of Business and Analysis Using Key Performance
Indicators
The full year's profit was GBP2,129,315 compared to a profit of
GBP1,714,155 For the year ended 30 September 2020.
Net assets have increased to GBP12,715,515 at 30 September 2021,
changing from GBP9,326,562 at 30 September 2020.
The cash position at the end of the year increased to GBP296,106
from GBP132,167 as at 30 September 2020.
Key Performance Indicators
The Board monitors the activities and performance of the Company
on a regular basis. The indicators set out below have been used by
the Board to assess performance over the year to 30 September 2021.
The main KPIs for the Company are listed as follows:
2021 2020
Valuation of investments GBP12,367,204 GBP9,063,432
-------------- -------------
Cash and cash equivalents GBP296,106 GBP132,167
-------------- -------------
Net current assets GBP197,465 GBP106,949
-------------- -------------
Profit before tax GBP2,129,315 GBP1,714,155
-------------- -------------
Investing Policy
Assets or companies in which the Company can invest
The Company can invest in assets or companies in, inter alia,
the following sectors:
-- Technology;
-- Gaming and esports; and
-- Media
The Company's geographical range is mainly UK companies but
considers opportunities in the mainland EU and will actively
co-invest in larger deals.
The Company can take positions in investee companies by way of
equity, debt or convertible or hybrid securities.
Whether investments will be active or passive investments
The Company's investments are passive in nature but may be
actively managed. The Company may be represented on, or observe,
the boards of its investee companies.
Holding period for investments
The Company's investments are likely to be illiquid and
consequently are to be held for the medium to long term.
Spread of investments and maximum exposure limits, Policy in
relation to cross-holdings and investing restrictions
The Company does not have any maximum exposure limits, limits on
cross-holdings or other investing restrictions. Under normal
circumstances, it is the Directors intention not to invest more
than 10% of the Company's gross assets in any individual company
(calculated at the time of investment). The Company has accumulated
a 27.7% stake in SatoshiPay, which the Board believes represents a
rare opportunity to generate significant shareholder value. In
addition, the Company has accumulated stakes above 10% in some of
its esports investments which are early stage and expected to be
diluted over time.
Policy in relation to gearing
The Directors may exercise the powers of the Company to borrow
money and to give security over its assets. The Company may also be
indirectly exposed to the effects of gearing to the extent that
investee companies have outstanding borrowings.
Returns and distribution policy
It is anticipated that returns from the Company's investment
portfolio will arise upon realisation or sale of its investee
companies, rather than from dividends received. Whilst it is not
possible to determine the timing of exits, the Board will seek to
return capital to shareholders when appropriate.
Life of the Company
The Company has an indefinite life dependent on obtaining
sufficient funding.
Future developments
The Company is continuing to develop an investment portfolio
with the capacity for substantial growth and increases in
value.
Promotion of the Company for the benefit of the members as a
whole
The Director's believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members
as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
-- Consider the likely consequences of any decision in the long term,
-- Act fairly between the members of the Company,
-- Maintain a reputation for high standards of business conduct,
-- Consider the interests of the Company's employees,
-- Foster the Company's relationships with suppliers, customers and others, and
-- Consider the impact of the Company's operations on the community and the environment.
The following paragraphs summarise how the Directors fulfil
their duties:
The Company is quoted on AIM and its members will be fully
aware, through detailed announcements, shareholder meetings and
financial communications, of the Board's broad and specific
intentions and the rationale for its decisions. The Board
recognises its responsibility for setting and maintaining a high
standard of behaviour and business conduct. There is no special
treatment for any group of shareholders and all material
information is disseminated through appropriate channels and
available to all through the Company's news releases and
website.
When selecting investments, issues such as the impact on the
community and the environment have actively been taken into
consideration. The Company's approach is to use its position to
promote positive change for the people with whom it interacts.
The Company is committed to being a responsible business. The
Company pays its employees and creditors promptly and keeps its
costs to a minimum to protect shareholders funds. There were no
employees in the Company other than the 3 Directors in the current
and prior-year and therefore effectiveness of employee policies is
not relevant for the Group.
Principal risks and uncertainties
The Company seeks investments in late-stage venture capital and
early-stage private equity opportunities, which by their very
nature allow a diverse portfolio of investments within different
sectors and geographic locations.
The Company's primary risk is loss or impairment of investments.
This is mitigated by careful management of the investment and in
particular, only continuing to support those investments which
demonstrate potential to achieve a positive exit and decisively
determining those which do not. Portfolio and capital management
techniques are fully applied according to industry standard
practice.
It will be necessary to raise additional funds in the future by
a further issue of new Ordinary shares or by other means. However,
the ability to fund future investments and overheads in Blue Star
Capital Plc as well as the ability of investments to return
suitable profit cannot be guaranteed, particularly in the current
economic climate.
The Company may not be able to identify suitable investment
opportunities and there is no guarantee that investment
opportunities will be available, and the Company may incur costs in
conducting due diligence into potential investment opportunities
that may not result in an investment being made.
The value of companies similar to those in Blue Star Capital's
portfolio and in particular those at an early stage of development,
can be highly volatile. The price at which investments are made,
and the price which the Company may realise for its investment,
will be influenced by a large number of factors, some specific to
the Company and its operations and some which may affect the
sector.
By Order of the Board
Derek Lew
Chairman
Directors' Report
The Directors present their report together with the audited
financial statements for the year ended 30 September 2021.
Results and dividends
The trading results for the year ended 30 September 202 1 and
the Company's financial position at that date are shown in the
attached financial statements.
The Directors do not recommend the payment of a dividend for the
year (20 20: GBPnil).
Principal activities and review of the business
The principal activity of the Company is to invest in the
technology and the esports and gaming sectors. A review of the
business is included within the Chairman's Statement and Strategic
Report.
Directors serving during the year
Derek Lew
Brian Rowbotham Appointed on 8 February 2021
-----------------------------
Sean King
-----------------------------
Anthony Fabrizi Resigned on 8 February 2021
-----------------------------
On 9 February 2021, Derek Lew also assumed the role of Chief
Executive Officer.
Directors' interests
The Directors at the date of these financial statements who
served, and their interest in the ordinary shares of the Company,
are as follows:
30 September 202 1 30 September 2020
Number of Warrants Number of Warrants
ordinary ordinary
Shares Shares
------------ --------- ------------- ------------
Anthony Fabrizi 77,000,000 - 62,000,000 65,000,000
------------ --------- ------------- ------------
Sean King 18,250,000 - 18,250,000 -
------------ --------- ------------- ------------
Derek Lew 211,527,778 - 1 38,750,000 130,000,000
------------ --------- ------------- ------------
Brian Rowbotham - - - -
------------ --------- ------------- ------------
Significant shareholders
As at 22 March 2022 so far as the Directors are aware, the
parties (other than the interests held by Directors) who are
directly or indirectly interested in 3% or more of the nominal
value of the Company's share capital is as follows:
Number of Percentage
Ordinary Shares of issued share
capital
Mark White 549,395,525 11.00%
----------------- -----------------
Nicolas Slater 500,119,024 10.17%
----------------- -----------------
Pioneer Media Holdings Inc 329,916,333 6.60%
----------------- -----------------
Paniolo Ventures Limited 208,333,333 4.80%
----------------- -----------------
Derek Lew 211,527,778 4.20%
----------------- -----------------
Related party transactions
Related party transactions and relationships are disclosed in
note 18.
Going concern
The Company has reported a loss for the year excluding fair
value gain on the valuation of investments and foreign exchange
movements of GBP 317,588.
The Company had cash reserves at the year-end of GBP296,106 and
a portfolio of investment companies which include listed
investments which can be easily liquidated should further funds be
required.
The Directors therefore consider that the company has adequate
resources to continue its operational existence for the foreseeable
future.
The Company's employees carry out their duties remotely, via the
network infrastructure in place. As a result, there was no
disruption to the operational activities of the Company during the
COVID-19 social distancing and working from home restrictions. All
key business functions continue to operate at normal capacity and
overall, our investment portfolio has been relatively unaffected by
the impact of COVID-19.
Events after the reporting date
Events after the reporting date are disclosed in note 21.
Political Donations
There were no political donations during the current or prior
year.
Provision of information to Auditor
In so far as each of the Directors are aware at the time of
approval of the report:
-- there is no relevant audit information of which the Company's auditor is unaware; and
-- the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information
and to establish that the auditor is aware of that information.
Auditor
Adler Shine LLP have expressed their willingness to continue as
auditor and a resolution to re-appoint Adler Shine LLP will be
proposed at the Annual General Meeting.
On behalf of the board of Directors
Derek Lew
Chairman
Statement of Comprehensive Income
FOR THE YEARED 30 SEPTEMBER 2021
202 1 20 20
Notes GBP GBP
--------------------------------------------------------------------------------- ------ ----------- ----------
Revenue - -
Fair valuation movements in financial instruments designated at fair value
through profit
or loss 11 2,772,447 2,056,698
--------------------------------------------------------------------------------- ------ ----------- ----------
2,772,447 2,056,698
Administrative expenses 3 (650,339) (349,159)
--------------------------------------------------------------------------------- ------ ----------- ----------
Operating profit 4 2,122,108 1,707,539
Finance income 5 7,207 6,616
--------------------------------------------------------------------------------- ------ ----------- ----------
Profit before and after taxation and total comprehensive income for the year 2,129,315 1,714,155
--------------------------------------------------------------------------------- ------ ----------- ----------
Profit per ordinary share:
--------------------------------------------------------------------------------- ------ ----------- ----------
Basic earnings per share on profit for the year 10 0.05p 0.05p
Diluted earnings per share on profit for the year 10 0.05p 0.05p
--------------------------------------------------------------------------------- ------ ----------- ----------
Statement of Financial Position
FOR THE YEARED 30 SEPTEMBER 2021
2021 2020
Notes GBP GBP
------------------------------------------------------- ------ ------------- ------------
Non-current assets
Financial assets at fair value through profit or loss 11 12,367,204 9,063,432
Convertible loan note 12 150,846 156,181
------------------------------------------------------- ------ ------------- ------------
Total non-current assets 12,518,050 9,219,613
------------------------------------------------------- ------ ------------- ------------
Current assets
Trade and other receivables 13 135,501 2,668
Cash and cash equivalents 14 296,106 132,167
------------------------------------------------------- ------ ------------- ------------
Total current assets 431,607 134,835
------------------------------------------------------- ------ ------------- ------------
Total assets 12,949,657 9,354,448
------------------------------------------------------- ------ ------------- ------------
Current liabilities
Trade and other payables 15 234,142 27,886
------------------------------------------------------- ------ ------------- ------------
Total liabilities 234,142 27,886
------------------------------------------------------- ------ ------------- ------------
Net assets 12,715,515 9,326,562
------------------------------------------------------- ------ ------------- ------------
Shareholders' equity
Share capital 16 4,892,774 4,133,251
Share premium account 9,575,072 9,074,957
Other reserves - 143,210
Retained earnings (1,752,331) (4,024,856)
------------------------------------------------------- ------ ------------- ------------
Total shareholders' equity 12,715,515 9,326,562
------------------------------------------------------- ------ ------------- ------------
Statement of Changes in Equity
FOR THE YEARED 30 SEPTEMBER 2021
Share capital Share premium Other reserves Retained earnings Total
GBP GBP GBP GBP GBP
------------------------------------ -------------- -------------- --------------- ------------------ -----------
Year ended 30 September 20 20
At 1 October 201 9 2,142,584 8,852,724 64,190 (5,850,121) 5,209,377
Profit for the year and total
comprehensive income - - - 1,714,155 1,714,155
Shares issued in year 1,990,667 277,833 - - 2,268,500
Lapse of warrants - - (64,190) 64,190 -
Share issue costs - (55,600) - - (55,600)
Exercise of warrants - (46, 920) 46,920 -
Share based payment - 190,130 - 190,130
------------------------------------ -------------- -------------- --------------- ------------------ -----------
At 30 September 2 020 4,133,251 9,074,957 143,210 ( 4,024,856) 9,326,562
------------------------------------ -------------- -------------- --------------- ------------------ -----------
Year ended 30 September 202 1
At 1 October 2 020 4,133,251 9,074,957 143,210 (4,024,856) 9,326,562
Profit for the year and total
comprehensive income - - - 2,129,315 2,129,315
Shares issued in year 759,523 500,115 - - 1,259,638
Exercise of warrants - - (54,704) 54,704 -
Lapse of warrants - - (88,506) 88,506 -
------------------------------------ -------------- -------------- --------------- ------------------ -----------
At 30 September 2021 4,892,774 9,575,072 - (1,752,331) 12,715,515
------------------------------------ -------------- -------------- --------------- ------------------ -----------
Share capital
Share capital represents the nominal value on the issue of the
Company's equity share capital, comprising GBP0.001 ordinary
shares.
Share premium
Share premium represents the amount subscribed for the Company's
equity share capital in excess of nominal value.
Other reserves
Other reserves represent the cumulative cost of share-based
payments.
Retained earnings
Retained earnings represent the cumulative net income and losses
of the Company recognised through the statement of comprehensive
income.
Cash Flow Statement
FOR THE YEARED 30 SEPTEMBER 2021
202 1 20 20
Note GBP GBP
---------------------------------------------------- ----- ------------ ------------
Operating activities
Profit for the year 2,129,315 1,714,155
Adjustments:
Finance income (7,207) (6,616)
Fair value gains (2,772,447) (2,056,698)
Foreign exchange 318,394 (134,636)
Share based payment net charge - 190,130
Working capital adjustments
(Increase)/decrease in trade and other receivables (132,833) 7,003
Increase in trade and other payables 206,256 4,575
Net cash used in operating activities (258,522) (282,087)
---------------------------------------------------- ----- ------------ ------------
Investing activities
Purchase of convertible loan notes - (156,181)
Increase in investments (844,360) (1,769,909)
Interest received 7,183 6,616
Net cash used by from investing activities (837,177) (1,919,474)
Financing activities
Proceeds from issue of equity 1,259,638 2,268,500
Share issue costs - (55,600)
Net cash generated from financing activities 1,259,638 2,212,900
---------------------------------------------------- ----- ------------ ------------
Net increase in cash and cash equivalents 163,939 11,339
Cash and cash equivalents at start of the year 14 132,167 120,828
Cash and cash equivalents at end of the year 14 296 106 132,167
---------------------------------------------------- ----- ------------ ------------
Note to the financial statements
1. Accounting policies
General information
Blue Star Capital Plc (the Company) invests principally in the
media, technology and gaming sectors.
The Company is a public limited company incorporated and
domiciled in the United Kingdom. The address of its registered
office is Griffin House, 135 High Street, Crawley RH10 1DQ.
The Company is quoted on the AIM market of the London Stock
Exchange Group plc.
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with
International Financial Reporting Standards, International
Accounting Standards and Interpretations (collectively IFRS) issued
by the International Accounting Standards Board (IASB) as adopted
by the European Union ("adopted IFRSs") and with those parts of the
Companies Act 2006 applicable to companies reporting under
IFRS.
These financial statements have been prepared under the
historical cost convention, as modified by the revaluation of
assets and liabilities held at fair value.
Associates are those entities in which the Company has
significant influence, but no control, over the financial and
operating policies. Investments that are held as part of the
Company's investment portfolio are carried in the statement of
financial position at fair value even though the Company may have
significant influence over those companies. This treatment is
permitted by IAS 28 Investment in Associates, which requires
investments held by venture capital organisations to be excluded
from its scope where those investments are designated, upon initial
recognition, as at fair value through profit or loss and accounted
for in accordance with IFRS 9, with changes in fair value
recognised in the statement of comprehensive income in the period
of the change. The Company has no interests in associates through
which it carries on its business.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant in the financial
statements, are disclosed in note 2.
The Company is an investment entity and, as such, does not
consolidate the investment entities it controls. The Company's
interests in subsidiaries are recognised at fair value through
profit and loss.
Going concern
The Company has reported a loss for the year excluding fair
value gain on the valuation of investments and foreign exchange
movements of GBP317,588.
The Company had cash reserves at the year-end of GBP296,106 and
a portfolio of investment companies which include listed
investments which can be easily liquidated should further funds be
required.
The Directors therefore consider that the company has adequate
resources to continue its operational existence for the foreseeable
future.
Although the Directors have a reasonable expectation that the
Company has adequate resources to continue its operational
existence for the foreseeable future the successful completion of
future fund raisings constitutes a material uncertainty that may
cast doubt over the Company's ability to continue as a going
concern. The financial statements do not contain the adjustments
that would result if the Company was unable to continue as a going
concern.
New standards, amendments and interpretations adopted by the
Company
The following IFRS or IFRIC interpretations were effective for
the first time for the financial year beginning 1 October 2020.
Their adoption has not had any material impact on the disclosures
or on the amounts reported in these financial statements:
Standards/ Application
interpretations
------------------------- ------------------------------------------------------------------------------------------
IFRS 16 Amendments to provide lessees with an exemption from assessing whether a COVID-19 related
rent concession is a lease modification
IAS 1 & IAS 8 amendments Amendments regarding the definition of materiality
IFRS 3 amendments Amendments to clarify the definition of a business and amendments updating a reference to
the conceptual framework
New standards, amendments and interpretations not yet
adopted
Standards/ Application
interpretations
--------------------- -----------------------------------------------------
IAS 1 amendments Presentation of Financial Statements: Classification
of Liabilities as Current or Non-Current.
Effective: Annual periods beginning on
or after 1 January 2023
IFRS 3 amendments Business Combinations - Reference to the
Conceptual Framework.
Effective: Annual periods beginning on
or after 1 January 2022
IFRS 7, IFRS 9, IFRS Amendments regarding replacement issues
16 in the contract of IBOR reform.
Effective: Annual periods beginning on
or after 1 January 2021
IFRS 16 Amended by Covid-19 Related Rent Concessions
beyond 30 June 2021 (amendment to IFRS
16)
Effective: Annual periods beginning on
or after 1 April 2021
New standards, amendments and interpretations not yet adopted
(continued)
IAS 8 Amendments regarding the definition of
accounting estimates
Effective Annual periods beginning on or
after 1 January 2023
IAS 12 Amendments resulting from Deferred tax
related to Assets and Liabilities arising
from a single transaction.
Effective Annual periods beginning on or
after 1 January 2023
IAS 16 amendments Amendments prohibiting a company from deducting
from the cost of property plant and equipment
amounts received from selling items produced
while the company is preparing the asset
for intended use.
Effective: Annual periods beginning on
or after 1 January 2022
IAS 37 amendments Amendments regarding the costs to include
when assessing whether a contract is onerous.
Effective: Annual periods beginning on
or after 1 January 2022
IFRS 1, IFRS 9, IFRS Annual Improvements to IFRS Standards 2018-2020
16, IAS41 Cycle. (Fees in the '10 per cent' test
for derecognition of financial liabilities)
Effective: Annual periods beginning on
or after 1 January 2022
There are no IFRS's or IFRIC interpretations that are not yet
effective that would be expected to have a material impact on the
Company.
Financial assets
The Company classifies its financial assets into one of the
categories discussed below, depending on the purpose for which the
asset was acquired. The Company has not classified any of its
financial assets as held to maturity or available for sale.
The Company's accounting policy for each category is as
follows:
Fair value through profit or loss
Financial assets at fair value through profit or loss are
financial assets designated upon initial recognition as at fair
value through profit or loss.
Financial assets designated at fair value through the profit or
loss are those that have been designated by management upon initial
recognition. Management designated the financial assets, comprising
equity shares and warrants, at fair value through profit or loss
upon initial recognition due to these assets being part of the
Company's financial assets, which are managed and their performance
evaluated on a fair value basis.
Financial assets at fair value through the profit or loss are
recorded in the statement of financial position at fair value.
Changes in fair value are recorded in "Fair valuation movements in
financial assets designated at fair value through profit or loss"
.
Financial assets, comprising equity shares and warrants, are
valued in accordance with the International Private Equity and
Venture Capital ("IPEVC") guidelines.
(a) Early-stage investments: these are investments in immature
companies, including seed, start-up and early-stage investments.
Such investments are valued at cost less any provision considered
necessary, until no longer viewed as an early stage
(b) or unless significant transactions involving an independent
third-party arm's length, values the investment at a materially
different value:
(c) Development stage investments: such investments are in
mature companies having a maintainable trend of sustainable revenue
and from which an exit, by way of floatation or trade sale, can be
reasonably foreseen. An investment of this stage is periodically
re-valued by reference to open market value. Valuation will usually
be by one of five methods as indicated below:
I. At cost for at least one period unless such basis is unsustainable;
II. On a third-party basis based on the price at which a
subsequent significant investment is made involving a new
investor;
III. On an earnings basis, but not until at least a period since
the investment was made, by applying a discounted price/earnings
ratio to the profit after tax, either before or after interest;
or
IV. On a net asset basis, again applying a discount to reflect
the illiquidity of the investment.
V. In a comparable valuation by reference to similar businesses
that have objective data representing their equity value.
(d) Quoted investments: such investments are valued using the
quoted market price, discounted if the shares are subject to any
particular restrictions or are significant in relation to the
issued share capital of a small quoted company.
At each balance sheet date, a review of impairment in value is
undertaken by reference to funding, investment or offers in
progress after the balance sheet date and provisions is made
accordingly where the impairment in value is recognised.
The Company uses the following hierarchy for determining and
disclosing the fair value of financial instruments by valuation
technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly.
Level 3: techniques which use inputs which have a significant
effect on the recorded fair value that are not based on observable
market data.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments with
original maturities of three months or less.
For the purpose of the cash flow statement, cash and cash
equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts.
Financial liabilities
The Company classifies its financial liabilities in the category
of financial liabilities measured at amortised cost. The Company
does not have any financial liabilities at fair value through
profit or loss.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include:
Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest rate method.
Finance income
Finance income relates to interest income arising on cash and
cash equivalents held on deposit and interest accrued on loans
receivable. Finance income is accrued on a time basis, by reference
to the principal outstanding and at the effective interest rate
applicable.
Operating loss
Operating loss is stated after crediting all items of operating
income and charging all items of operating expense.
Deferred taxation
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the balance sheet
differs from its tax base.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the deferred tax
liabilities/ (assets) are settled/ (recovered).
Provisions
Provisions are recognised when the Company has a present
obligation (legal or constructive) as a result of a past event, it
is probable that the Company will be required to settle the
obligation, and a reliable estimate can be made of the amount of
the obligation.
The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the end
of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When a provision is
measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of the cash
flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a
provision are expected to be recovered from a third party, a
receivable is recognised as an asset if it is virtually certain
that reimbursement will be received and the amount of the
receivable can be measured reliably.
Present obligations under onerous leases are recognised and
measured as provisions. An onerous contract is considered to exist
where the Company has a contract under which the unavoidable costs
of meeting the obligations under the contract exceed the economic
benefits expected to be received from the contract.
Share-based payments
All services received in exchange for the grant of any
share-based remuneration are measured at their fair values. These
are indirectly determined by reference to the fair value of the
share options/warrants awarded. Their value is appraised at the
grant date and excludes the impact of any non-market vesting
conditions (for example, profitability and sales growth
targets).
Share based payments are ultimately recognised as an expense in
the Statement of Comprehensive Income with a corresponding credit
to other reserves in equity, net of deferred tax where applicable.
If vesting periods or other vesting conditions apply, the expense
is allocated over the vesting period, based on the best available
estimate of the number of share options/warrants expected to vest.
Non-market vesting conditions are included in assumptions about the
number of options/warrants that are expected to become exercisable.
Estimates are subsequently revised, if there is any indication that
the number of share options/warrants expected to vest differs from
previous estimates. No adjustment is made to the expense or share
issue cost recognised in prior periods if fewer share options
ultimately are exercised than originally estimated.
Upon exercise of share options, the proceeds received net of any
directly attributable transaction costs up to the nominal value of
the shares issued are allocated to share capital with any excess
being recorded as share premium.
Where share options are cancelled, this is treated as an
acceleration of the vesting period of the options. The amount that
otherwise would have been recognised for services received over the
remainder of the vesting period is recognised immediately within
the Statement of Comprehensive Income.
2. Critical accounting estimates and judgements
The Company makes certain estimates and assumptions regarding
the future. Estimates and judgements are continually evaluated
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. In the future, actual experience may
differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year are those in relation to:
Fair value of financial instruments
The Company holds investments that have been designated at fair
value through profit or loss on initial recognition. The Company
determines the fair value of these financial instruments that are
not quoted, using valuation techniques, contained in the IPEVC
guidelines. These techniques are significantly affected by certain
key assumptions. Other valuation methodologies such as discounted
cash flow analysis assess estimates of future cash flows and it is
important to recognise that in that regard, the derived fair value
estimates cannot always be substantiated by comparison with
independent markets and, in many cases, may not be capable of being
realised immediately.
In certain circumstances, where fair value cannot be readily
established, the Company is required to make judgements over
carrying value impairment, and evaluate the size of any impairment
required.
The methods and assumptions applied, and the valuation
techniques used, are disclosed in note 11.
Share based payments
The estimates of share-based payments requires that management
selects an appropriate valuation model and make decisions on
various inputs into the model including the volatility of its own
share price, the probable life of the options before exercise, and
behavioural consideration of employees.
3. Nature of expenses
2021 2020
GBP GBP
-------------------------------- --------- ----------
Directors remuneration 117,667 104,291
Share based payments - 190,130
Legal and professional fees 144,520 167,833
Foreign exchange loss /(gains) 325,554 (134,636)
Other expenses 62,598 21,541
--------------------------------- --------- ----------
650,339 349,159
-------------------------------- --------- ----------
4. Operating profit
2021 2020
GBP GBP
------------------------------------------ ---------- ----------
This is stated after charging:
Auditor's remuneration - statutory audit
fees 14,100 13,000
Fair valuation movements in financial
instruments 2,772,447 2,056,698
------------------------------------------- ---------- ----------
5. Finance income
2021 2020
GBP GBP
------------------------------------------ ------ ------
Interest received on short term deposits 24 52
Interest receivable on convertible loan
note 7,183 6,564
------------------------------------------ ------ ------
7,207 6,616
------------------------------------------ ------ ------
6. Share based payments
Share warrants
2021 2021 2020 2020
Weighted average exercise Weighted average exercise
price (p) price (p)
Number Number
---------------------------- --------------------------- -------------- --------------------------- --------------
Outstanding at the
beginning of the year 0. 21 1,448,333,333 0.6 110,000,000
Lapsed during year 0.17 (428,333,333) 0.6 (110,000,000)
Issued during year - - 0.21 1,598,333,333
Exercised during the year 0.16 (428,333,333) 0.1 (150,000,000)
---------------------------- --------------------------- -------------- --------------------------- --------------
Outstanding at the end of
the year 0.25 591,666,667 0.21 1,448,333,333
---------------------------- --------------------------- -------------- --------------------------- --------------
The contracted average remaining life of warrants at year end
was 0.1 years (2020: 0.78 years).
At 30 September 202 1, the Company had the following warrants in
issue:
Date of grant 8 June 2020 3 August 2020
---------------------------------- ------------ --------------
Number outstanding 225,000,000 366,666,667
Contractual life 12 months 15 months
Exercise price (pence) 0.175p 0.25p
Estimated fair value per warrant N/A N/A
The fair value of warrants is determined using the Black-Scholes
valuation model. The charge to the profit and loss account was GBP
NIL (2020: GBP190,130).
The warrants granted on 8 June and 3 August 2020 fall outside
the scope of IFRS 2 and as such no charge has been made.
7. Staff costs, including Directors
2021 2020
GBP GBP
----------------------- -------- --------
Wages and salaries 91,667 98,834
Share-based payments 50 ,000 46,681
Social security costs 7,130 5,457
------------------------ -------- --------
148,797 150,972
------------------------ -------- --------
During the year the Company had an average of 3 employees who
were management (2020: 3). The employees are Directors and key
management personnel of the Company.
8. Directors' and key management personnel
Directors' remuneration for the year ended 30 September 202 1 is
as follows:
Salary Fees Share based payments Compensation for loss of office Total
2021
------------- ------- ------- --------------------- -------------------------------- --------
A Fabrizi 26,667 - - 25,000 51,667
D Lew - - 50,000 - 50,000
B Rowbotham 16,000 - - - 16,000
S King - 24,000 - - 24,000
42,667 24,000 50,000 25,000 141,667
------- ------- --------------------- -------------------------------- --------
Derek Lew was issued 50,000,000 ordinary shares at 0.1p in
respect of his Director's fees.
Directors' remuneration for the year ended 30 September 2 020 is
as follows:
Salary Fees Share based Compensation Total
payments for loss 2020
of office
----------- ------- ------- ------------ ------------- --------
A Fabrizi 46,667 - 15,372 - 62,039
D Lew 27,500 - 31,309 - 58809
W Henbrey 1,667 - - - 1,667
S King - 23,000 - - 23,000
------- ------- ------------ ------------- --------
75,834 23,000 46,681 - 145,515
------- ------- ------------ ------------- --------
Emoluments above are paid in full at the end of both financial
years.
9. Taxation
The tax assessed on loss before tax for the year differs to the
applicable rate of corporation tax in the UK for small companies of
19% (2 020: 19%). The differences are explained below:
2021 2020
GBP GBP
Profit before tax 2,129,315 1,714,155
-------------------------------------------- ---------- ----------
Profit) before tax multiplied by effective
rate of corporation tax of 19% (2020:19%) 404,570 325,690
Effect of:
(Profit)/loss on disposal of investments -
Fair value gain on investments (526,765) (390,773)
Capital allowances (204) (249)
Expenses not deductible for tax purposes 36 42,964
Losses carried forward 122,363 22,368
-------------------------------------------- ---------- ----------
Tax charge in the income statement - -
-------------------------------------------- ---------- ----------
The Company has incurred tax losses for the year and a
corporation tax expense is not anticipated. The amount of the
unutilised tax losses has not been recognised in the financial
statements as the recovery of this benefit is dependent on future
profitability, the timing of which cannot be reasonably foreseen.
The unrecognised and revised deferred tax asset at 30 September 202
1 is GBP817,710 (2020: GBP717,511).
On 10 June 2021, the UK Government's proposal to increase the
rate of UK corporation tax from 19% to 25% with effect from 1 April
2023 was enacted into UK law.
10. Earnings per ordinary share
The earnings and number of shares used in the calculation of
loss/earnings per ordinary share are set out below:
2021 2020
----------------------------------- -------------- --------------
Basic:
Profit for the financial period 2,129,315 1,714,155
Weighted average number of shares 4,617,745,344 3,360,033,538
Earnings per share (pence) 0.05 0.05
----------------------------------- -------------- --------------
Fully Diluted:
Profit for the financial period 2,129,315 1,714,155
Weighted average number of shares 4,617,745,344 3,397,884,005
Earnings per share (pence) 0.05 0.05
----------------------------------- -------------- --------------
As at the end of the financial period ended 30 September 202 1,
there were 591,666,667 share warrants in issue, which had an
anti-dilutive effect on the weighted average number of shares.
11. Financial assets held at fair value through profit of
loss
2021 2020
GBP GBP
--------------------------------------- ---------- ----------
FV movements in investments 2,772,447 2,056,698
FV movements in convertible loan
notes - -
--------------------------------------- ---------- ----------
Fair valuation movements in financial
assets designated at fair value
through profit or loss 2,772,447 2,056,698
---------------------------------------- ---------- ----------
2021 2020
Investments GBP GBP
---------------------------------- ----------- ----------
At start of year 9,063,432 5,101,587
Additions 844,360 1,769,906
Net fair value gain for the year 2,772,447 2,056,698
FX gain/(loss) for the year (313,035) 135,241
---------------------------------- ----------- ----------
At end of year 12,367,204 9,063,432
---------------------------------- ----------- ----------
2021 2020
Investments GBP GBP
---------------------- ----------- ----------
Quoted investments 1,672,929 1,901,922
Unquoted investments 10,694,275 7,161,510
----------------------- ----------- ----------
12,367,204 9,063,432
---------------------- ----------- ----------
The company holds 30,626,500 shares in Guild Esports plc which
at the year-end were valued at GBP1,561,606. The share price of
Guild Esports Plc on 15 March 2022 was 2.247p valuing the company's
holding at GBP688,177.
The country of incorporation for all investments held at 30
September 2021 are listed below:
GBP Country of Incorporation
---------------------------------------------------- ---------- -------------------------
Dynasty Media & Gaming 4,826,405 Singapore
Guild Esports PLC 1,561,606 United Kingdom
East Side Group (Formerly Leaf Mobile Inc) 111,323 Canada
SatoshiPay Limited 4,609,226 United Kingdom
Sthaler Limited 386,744 United Kingdom
NFT Investments PLC 247,500 United Kingdom
Formation Esports SAS 115,559 United Kingdom
The Drops Esports Inc 154,091 Canada
Googly Esports Plc 156,400 United Kingdom
Diemens Esports Pty (Formerly the Cubs Esports Pty) 139,449 Australia
Paidia Esports Inc 58,901 Canada
The methods used to value these unquoted investments are
described below.
Fair value
The fair value of unquoted investments is established using
valuation techniques. These include the use of quoted market
prices, recent arm's length transactions, the Black-Scholes option
pricing model and discounted cash flow analysis. Where a fair value
cannot be estimated reliably the investment is reported at the
carrying value at the previous reporting date in accordance with
International Private Equity and Venture Capital ("IPEVC")
guidelines.
The Company assesses at each balance sheet date whether there is
any objective evidence that the unquoted investments are impaired.
The unquoted investments are deemed to be impaired, if and only if,
there is objective evidence of impairment as a result of one or
more events that have occurred after the initial recognition of the
asset (an incurred 'loss event') and that loss event (or events)
has an impact on the estimated future fair value of the investments
that can be reliably measured.
12. Convertible loan note
2021 2020
GBP GBP
----------------------- -------- --------
Convertible loan note 150,846 156,181
----------------------- -------- --------
150,846 156,181
----------------------- -------- --------
On 11 October 2019, the Company invested US$185,000 in
convertible loan notes issued by The Dibs Esports Corp. The loan
notes carry interest of 5% per annum and have a 36-month life
span.
13. Trade and other receivables
2021 2020
GBP GBP
------------------- -------- ------
Prepayments 771 2,668
Other receivables 134,730 -
------------------- -------- ------
135,501 2,668
=================== ======== ======
Included within other receivables is GBP122,507 receivable in
respect of exercise of warrants. This amount was received post year
end.
The Directors consider that the carrying value of trade and
other receivables approximates to the fair value.
14. Cash and cash equivalents
2021 2020
GBP GBP
Cash at bank and in hand 296,106 132,167
-------------------------- -------- --------
296,106 132,167
========================== ======== ========
Cash and cash equivalents comprise cash at bank and other
short-term highly liquid investments with an original maturity of
three months or less. The Directors consider that the carrying
value of cash and cash equivalents approximates to their fair
value.
15. Trade and other payables
2021 2020
GBP GBP
Trade payables 13,948 5,030
Accruals 14,731 17,400
Other payables 205,463 5,456
---------------- --------- -------
234,142 27,886
---------------- --------- -------
Included in other payables is an amount of GBP200,000 payable in
respect of the company's investment in NFT Investments Plc. This
amount was paid post year end.
All trade and other payables fall due for payment within one
year. The Directors consider that the carrying value of trade and
other payables approximates to their fair value.
16. Share capital
Issued and fully paid
2021 2021 2020 2020
Number GBP Number GBP
--------------------------- -------------- ---------- -------------- ----------
At 1 October 4,233,249,519 4,133,251 2,242,582,853 2,142,584
Shares issued in the year 759,523,477 759,523 1,990,666,666 1,990,667
--------------------------- -------------- ---------- -------------- ----------
At 30 September 4,992,772,996 4,892,774 4,233,249,519 4,133,251
--------------------------- -------------- ---------- -------------- ----------
During the year ended 30 September 2021 the following shares
were issued:
Issue price
Number GBP per share
----------------- ------------ ---------- ------------
9 November 2020 95,000,000 95,000 0.1p
16 April 2021 585,079,032 1,023,888 0.175p
5 May 2021 34,444,445 62,000 0.18p
5 May 2021 45,000,000 78,750 0.175p
----------------- ------------ ---------- ------------
759,523,477 1,259,638
----------------- ------------ ---------- ------------
During the year ended 30 September 20 20 the following shares
were issued:
Issue price
Number GBP per share
------------------- -------------- ---------- ------------
18 October 2019 450,000,000 450,000 0.1p
12 November 2019 450,000,000 450,000 0.1p
19 February 2020 50,000,000 50,000 0.1p
17 April 2020 100,000,000 100,000 0.1p
17 April 2020 17,500,000 17,500 0.1p
4 May 2020 29,166,666 35,000 0.12p
9 June 2020 416,666,666 500,000 0.12p
3 August 2020 193,333,334 290,000 0.15p
1 September 2020 184,000,000 276,000 0.15p
11 September 2020 100,000,000 100,000 0.1p
------------------- -------------- ---------- ------------
1,990,666,666 2,268,500
=================== ============== ========== ============
17. Financial instruments
Categories of financial assets and liabilities
The following tables set out the categories of financial
instruments held by the Company:
Financial instruments Loans and receivables
Note 2021 2020
GBP GBP
----------------------------- ----- ----------- -----------
Trade and other receivables 1 3 135,501 2,668
Cash and cash equivalents 1 4 296,106 132,167
----------------------------- ----- ----------- -----------
431,607 134,835
Designated upon initial recognition
Fair value
Note Held for trading through profit or loss Total
GBP GBP GBP
------------------------ ----- ----------------- ------------------------ -----------
At 30 September 202 1
Investments 1 1 - 12,367,204 12,367,204
------------------------ ----- ----------------- ------------------------ -----------
Total financial assets - 12,367,204 12,367,204
------------------------ ----- ----------------- ------------------------ -----------
At 30 September 20 20
Investments 1 1 - 9,063,432 9,063,432
------------------------ ----- ----------------- ------------------------ -----------
Total financial assets - 9,063,432 9,063,432
------------------------ ----- ----------------- ------------------------ -----------
Fair value measurement
Note Level 1 Level 2 Level 3
GBP GBP GBP
------------------------ ----- ---------- --------- -----------
At 30 September 202 1
Investments 1 1 1,672,929 - 10,694,275
------------------------ ----- ---------- --------- -----------
Total financial assets 1,672,929 - 10,694,275
------------------------ ----- ---------- --------- -----------
At 30 September 20 20
Investments 1,901,922 - 7,161,510
------------------------ ----- ---------- --------- -----------
Total financial assets 1,901,922 - 7,161,510
------------------------ ----- ---------- --------- -----------
Financial liabilities Financial liabilities measured at amortised cost
Note 202 1 20 20
GBP GBP
----------------------- ----- ---------------------------- ---------------------
Trade payables 1 5 13,948 5,030
Other payables 1 5 205,463 5,456
----------------------- ----- ---------------------------- ---------------------
219,411 10,486
----------------------- ----- ---------------------------- ---------------------
The Company's financial instruments comprise investments
recognised at fair value through profit and loss, cash and cash
equivalents, convertible loan notes, other receivables and trade
payables that arise directly from the Company's operations. The
main purpose of these instruments is to invest in portfolio
companies. Investments are held at fair value through profit and
loss. The main risks arising from holding these financial
instruments is market risk and credit risk.
Interest rate risk
The Company's exposure to changes in interest rates relate
primarily to cash and cash equivalents. Cash and cash equivalents
are held either on current or on short term deposits at floating
rates of interest determined by the relevant bank's prevailing base
rate. The Company seeks to obtain a favourable interest rate on its
cash balances through the use of bank treasury deposits. Any
reasonable change in interest rate would not have a material impact
on finance income that the Company could receive in the course of a
year, based on the current level of cash and cash equivalents
either held in current accounts or short-term deposits.
Market risk
All trading instruments are subject to market risk, the
potential that future changes in market conditions may make an
instrument less valuable, due to fluctuations in security prices,
as well as interest and foreign exchange rates. Market risk is
directly impacted by the volatility and liquidity in the markets in
which the related underlying assets are traded.
Sensitivity analysis
The following table looks at the impact on net profit or loss
based on a given movement in the fair value of all the
investments.
2021 2020
GBP GBP
---------- ----------
10% increase in fair value 1,236,720 906,343
10% decrease in fair value 1,124,291 823,948
20% increase in fair value 2,473,441 1,812,686
20% decrease in fair value 2,061,200 1,510,572
30% increase in fair value 3,710,161 2,719,030
30% decrease in fair value 2,853,970 2,091,561
Borrowing facilities
The operations to date have been financed through the placing of
shares and investor loans. It is the Board's policy to keep
borrowing to a minimum, where possible.
Liquidity risks
The Company seeks to manage liquidity risk by ensuring
sufficient liquid assets are available to meet foreseeable needs
and to invest liquid funds safely and profitably. All cash balances
are immediately accessible and the Company holds no trades payable
that mature in greater than 3 months, hence a contractual maturity
analysis of financial liabilities has not been presented. Since
these financial liabilities all mature within 3 months, the
Directors believe that their carrying value reasonably equates to
fair value.
Foreign currency risk management
The Company undertakes certain transactions denominated in
currencies other than pound sterling, hence exposures to exchange
rate fluctuations arise. The fair values of the Company's
investments that have foreign currency exposure at 30 September
2021 are shown below.
202 1
EUR SGD CAD AUD
GBP GBP GBP GBP
--------------------------- ---------- ---------- -------- ---------
Fair value of investments 4,609,226 4,826,405 324,315 139,449
--------------------------- ---------- ---------- -------- ---------
2020
EUR SGD CAD AUD
GBP GBP GBP GBP
--------------------------- ---------- ---------- -------- --------
Fair value of investments 4,866,459 1,382,165 212,026 139,449
--------------------------- ---------- ---------- -------- --------
The Company accounts for movements in fair value of financial
assets in the comprehensive income. The following table illustrates
the sensitivity of the equity in regard to the company's financial
assets and the exchange rates for GBP/ Euro, GBP/ Singapore Dollar,
GBP/ Canadian Dollar and GBP/ Australian Dollar.
It assumes the following changes in exchanges rates:
- GBP/EUR +/- 20% (2020: +/- 20%)
- GBP/SGD +/- 20% (2020: +/- 20%)
- GBP/CAD +/- 20% (2020: +/- 20%)
- GBP/AUD +/- 20% (2020: +/- 20%)
The sensitivity analysis is based on the Company's foreign
currency financial instruments held at each balance sheet date.
If GBP Sterling had weakened against the currencies shown, this
would have had the following effect:
2021
EUR SGD CAD AUD
GBP GBP GBP GBP
--------------------------- -------- -------- ------- -------
Fair value of investments 921,845 965,281 64,863 27,890
--------------------------- -------- -------- ------- -------
2020
EUR SGD CAD AUD
GBP GBP GBP GBP
--------------------------- -------- -------- ------- -------
Fair value of investments 973,292 276,433 42,405 27,890
--------------------------- -------- -------- ------- -------
If GBP Sterling had strengthened against the currencies shows,
this would have had the following effect:
2021
EUR SGD CAD AUD
GBP GBP GBP GBP
--------------------------- ---------- ---------- --------- ---------
Fair value of investments (768,204) (804,401) (44,236) (23,242)
--------------------------- ---------- ---------- --------- ---------
2020
EUR SGD CAD AUD
GBP GBP GBP GBP
--------------------------- ---------- ---------- --------- ---------
Fair value of investments (811,077) (230,361) (35,338) (23,242)
--------------------------- ---------- ---------- --------- ---------
The Company has also invested in a convertible loan note,
denominated in USD, of $185,000. An adverse movement in the
exchange rate will impact the ultimate amount of the investment
held, a 20% weakening or strengthening in GBP Sterling would result
in a profit of GBP30,169 (2020: 29,956) and a loss of GBP25,141
(2020: 24,964) respectively.
The Company's functional and presentational currency is the
pound sterling as it is the currency of its main trading
environment.
Credit risk
The Company's credit risk is attributable to cash and cash
equivalents and trade and other receivables.
Cash is deposited with reputable financial institutions with a
high credit rating. The maximum credit risk relating to cash and
cash equivalents and trade and other receivables is equal to their
carrying value of GBP 431,607 (2020: GBP134,835).
Capital Disclosure
As in previous years, the Company defines capital as issued
capital, reserves and retained earnings as disclosed in statement
of changes in equity. The Company manages its capital to ensure
that the Company will be able to continue to pursue strategic
investments and continue as a going concern. The Company does not
have any externally imposed financial requirements.
18. Related party transactions
The Company has a 5.95% investment in Guild Esports plc. Derek
Lew, a director of the Company, is also a non-executive director of
Guild Esports plc. The Company also has a 0.30% investment in Leaf
Mobile Inc where Derek Lew a non-executive director.
In April 2021 Derek Lew purchased an investment for GBP50,000 on
behalf of the company which was reimbursed in August 2021.
19. Operating lease commitments
At the balance sheet date, the Company had no outstanding
commitments under operating leases.
20. Ultimate Controlling Party
The Company considers that there is no ultimate controlling
party.
21. Post Balance Sheet Events
There were no significant Post Balance Sheet Events.
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END
FR JAMBTMTJTBTT
(END) Dow Jones Newswires
March 25, 2022 09:00 ET (13:00 GMT)
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