20 February 2024
FINTECH ASIA
LIMITED
("Fintech
Asia" or the "Company")
Final Results for the 18
months ended 31 December 2023
Fintech Asia, (LON:FINA) a company
established to acquire one or more companies or businesses in the
financial technology sector, focused on improving the delivery and
use of financial services in Asia, is pleased to announce
the Company's audited financial statements for the
18 months from 1 July 2022 to 31 December 2023.
The Company's annual report and
audited financial statements for the 18 months from 1 July 2022 to
31 December 2023 will soon be available to view on the National
Storage Mechanism (NSM) and the Company's website:
https://fintechasialtd.com
Chief Executive Officer's Statement
I am pleased to present the annual
report and audited financial statements for Fintech Asia Limited
(the "Company") for the 18 months to 31 December 2023.
Proposed Acquisition and Temporary Share
Suspension
On 14 March 2023, the Company
announced its entry into a head of terms to acquire the entire
issued share capital of InvesCore Financial Group Pte. Ltd
("InvesCore" or the "Target") (the "Proposed
Acquisition").
InvesCore is a group of companies
with its primary operations in the micro-finance sector, offering
loans and investment products to businesses and individuals,
primarily in Asia, and has developed technologies, including a
mobile application, to sell certain of its product lines. It
is an exciting business that meets the characteristics that we have
been looking for to align to our acquisition strategy.
The Proposed Acquisition is
classified as a reverse takeover in accordance with the FCA's
Listing Rules. Accordingly, the Company requested the
temporary suspension of its listing on the London Stock Exchange
which became effective on 14 March 2023.
Since the announcement, the Company
has continued to advance discussions with the Target with a view to
agreeing terms to conclude a definitive sale and purchase agreement
and seek regulatory approval for future readmission of the
Company's shares to trading on the Main Market of the London Stock
Exchange. Alongside these discussions a detailed due
diligence process is being undertaken. We cannot, at this
time, confirm that these discussions and regulatory approvals will
be successful, however at the time of publication we can confirm
that the process remains active and ongoing.
Administrator, Company Secretary, and Registered
Office
On 24 March 2023, the Company
appointed New Street Management Limited and NSM Services Limited as
its Administrator and Company Secretary, respectively. The
Board wishes to thank Intertrust International Management Limited
and Cosign Limited who previously fulfilled these functions. The
Company's registered office changed to Les Echelons Court, Les
Echelons, St Peter Port, Guernsey GY1 1AR effective from that
date.
Change of Accounting Date
On 21 June 2023, the Company changed
its accounting reference date and financial year end from 30 June
to 31 December. Going forward the annual and interim reports
will be published each year for the 12 months to 31 December and 6
months to 30 June, respectively.
Convertible Loan Facility
On 8 September 2023, the Company
announced it had obtained an unsecured committed facility of £1
million via a convertible
loan note instrument (the "Convertible Loan"). The Convertible Loan
was made available in three tranches over September and October
2023 with an interest rate equating to a fixed amount of five per
cent. per annum. All tranches of the Convertible Loan (£1
million) have been received by the Company.
On 15 November 2023, the Company
announced it had obtained a further unsecured committed facility of
up to £1 million via a
convertible loan note instrument (the "Series B Convertible Loan").
The Series B Convertible Loan was made available in two tranches
over December 2023 and January 2024 with a further tranche to be
provided during the first quarter of 2024 with an interest rate
equating to a fixed amount of five per cent. per annum. The first
two tranches (totalling £500,000) have been received by the Company
with the remaining tranche expected shortly.
The Convertible Loan and Series B
Convertible Loan (together the "Convertible Loans") are intended to
bridge the Company's general working capital requirements, to the
extent required, as the board seeks to finalise due diligence and
documentation in respect of its Proposed Acquisition and the
simultaneous re-admission of its enlarged share capital to the
Standard Segment of the Official List maintained by the FCA and
readmitted to trading on the Main Market of the London Stock
Exchange, as announced on 14 March 2023.
On behalf of the Board, I thank the
shareholders and advisors of the Company for their continued
support.
Oliver Fox
Chief Executive Officer
20
February 2024
For
further information please contact:
Fintech Asia Limited
|
Via IFC
|
Oliver Fox, CEO
|
Strand Hanson Limited (Financial Advisor)
Rory Murphy / Abigail
Wennington
|
+44 (0) 207 409 3494
|
Novum Securities (Broker)
Colin Rowbury
|
+44 (0) 207 399 9400
|
IFC
Advisory Limited (Financial PR and IR)
|
+44 (0) 203 934 6630
|
Tim Metcalfe
Zach Cohen
|
LEI: 213800C7BC4EZQAEBT76
Statement of Directors' Responsibilities
The Directors are responsible for
preparing this Report and Financial Statements, in accordance with
applicable law and regulations.
The Companies (Guernsey) Law, 2008,
as amended (the "Law") requires the Directors to prepare financial
statements for each financial year. Under the Law, the
Directors have elected to prepare the Financial Statements in
accordance with the International Financial Reporting Standards
("IFRS") as adopted by the United Kingdom ("IFRS UK"). IFRS UK
include standards and interpretations approved by the International
Accounting Standards Board, including International Accounting
Standards ("IAS") and interpretations issued by the International
Financial Reporting Interpretations Committee who replaced the
Standards Interpretations Committee. Under the Law, the
Directors must not approve financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for
that period.
In preparing this Report and
Financial Statements, the Directors are required to:
·
|
select suitable accounting policies
and then apply them consistently;
|
·
|
make judgments and estimates that
are reasonable and prudent;
|
·
|
prepare the Financial Statements on
a going concern basis unless it is inappropriate to presume that
the Company will continue in business; and
|
·
|
state whether all applicable IFRS
standards have been followed, subject to any material departures
disclosed and explained in the financial statements.
|
The Directors are responsible for
keeping proper accounting records that are sufficient to show and
explain the Company's transactions and which disclose with
reasonable accuracy at any time the financial position of the
Company and enable them to ensure that its financial statements
comply with the Law. They are also responsible for taking such
steps as are reasonably open to them to safeguard the assets of the
Company and to prevent and detect fraud and other
irregularities.
The Directors hereby confirm to the
best of their knowledge that:
·
|
the Report and Financial Statements,
prepared in accordance with the applicable accounting standards,
give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company;
|
·
|
the Report and Financial Statements
includes, or incorporates by reference, a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties it faces; and
|
·
|
this Report and Financial Statements
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company's
position and performance and principal risks.
|
Principal Risks and Uncertainties
The following is a summary of key
risks that, alone or in combination with other events or
circumstance, the Directors has determined could have a material
adverse effect on the Company's business, financial condition,
results of operations and prospects. The Company has considered
circumstances such as the probability of the risk materialising,
the potential impact which the materialisation of the risk could
have on the Company's business, financial condition, and prospects,
and the attention that management would, on the basis of current
expectations, have to devote to these risks if they were to
materialise:
·
|
the Company's future success is
dependent upon its ability not only to identify opportunities but
also to execute a successful acquisition;
|
·
|
although the Company will conduct
due diligence on potential acquisitions to a level considered
appropriate and reasonable by the Directors, material adverse
issues may not be revealed;
|
·
|
the Company may need to seek
additional sources of funding to implement its strategy;
and
|
·
|
the performance of sectors in which
the Company intends to invest may be affected by changes in general
economic activity levels which are beyond the Company's
control.
|
A full list of risks can be found in
the Company's prospectus, dated 12 September 2022 and published on
the Company's website (www.fintechasialtd.com).
A review of the main financial risks
faced by the Company, and how they are managed or mitigated, is set
out in note 15 to the financial statements.
Going Concern
The Directors believe that the
Company has adequate financial resources to continue its
operational existence for at least 12 months from the date of the
approval of these financial statements. Please see the disclosures
made in note 4 to these financial statements for details of the
estimates and judgements applied in arriving at this
conclusion.
Accordingly, the Directors believe
that it is appropriate to continue to adopt the going concern basis
in preparing the financial statements.
Signed on behalf of the Board
by:
Nicola Walker
Director
20
February 2024
FINTECH ASIA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR
THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER
2023
|
|
Period 1 July 2022 to 31
December 2023
|
|
Period 28 May 2021 to 30 June
2022
|
|
|
|
|
(unaudited)
|
|
Notes
|
GBP
|
|
GBP
|
|
|
|
|
|
Income
|
|
|
|
|
Bank and other interest
|
|
9,667
|
|
35
|
|
|
|
|
|
Total income
|
|
9,667
|
|
35
|
|
|
|
|
|
Expenses
|
|
|
|
|
Operating expenses
|
5
|
(3,409,682)
|
|
(397,351)
|
|
|
|
|
|
Total expenses
|
|
(3,409,682)
|
|
(397,351)
|
|
|
|
|
|
Foreign exchange movement
|
|
(907)
|
|
(655)
|
|
|
|
|
|
Loss
before tax
|
|
(3,400,922)
|
|
(397,971)
|
|
|
|
|
|
Tax
|
9
|
-
|
|
-
|
|
|
|
|
|
Total comprehensive loss
|
|
(3,400,922)
|
|
(397,971)
|
|
|
|
|
|
Earnings/(loss) per share (pence)
|
|
|
|
|
Basic
|
12
|
(0.18p)
|
|
(0.02p)
|
Diluted
|
12
|
(0.17p)
|
|
(0.02p)
|
The accompanying notes form an
integral part of these financial statements.
FINTECH ASIA LIMITED
STATEMENT OF FINANCIAL POSITION
AS
AT 31 DECEMBER 2023
|
|
As at
|
|
As at
|
|
|
31 December
2023
|
|
30 June
2022
|
|
|
|
|
(unaudited)
|
|
Notes
|
GBP
|
GBP
|
|
GBP
|
GBP
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
312,671
|
|
|
215,885
|
|
Other current assets
|
6
|
13,366
|
|
|
5,192
|
|
|
|
326,037
|
|
|
221,077
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Accounts payable
|
7
|
(771,122)
|
|
|
(33,048)
|
|
Convertible loans
|
8
|
(1,262,808)
|
|
|
-
|
|
|
|
(2,033,930)
|
|
|
(33,048)
|
|
|
|
|
|
|
|
|
Net
current (liabilities)/assets
|
|
|
(1,707,893)
|
|
|
188,029
|
|
|
|
|
|
|
|
Net
(liabilities)/assets
|
|
|
(1,707,893)
|
|
|
188,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital and Reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
10
|
|
-
|
|
|
-
|
Share premium
|
10
|
|
2,041,000
|
|
|
586,000
|
Share based payments
|
10
|
|
50,000
|
|
|
-
|
Retained earnings
|
|
|
(3,798,893)
|
|
|
(397,971)
|
Total equity
|
|
|
(1,707,893)
|
|
|
188,029
|
The accompanying notes form an
integral part of these financial statements.
The financial statements were
approved and authorised for issue by the Board of Directors on 20
February 2024 and were signed on its behalf by:
Nicola Walker
Director
FINTECH ASIA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR
THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER
2023
|
Notes
|
Share
Capital
|
Share
Premium
|
Share based
payments
|
Retained
earnings
|
Total
|
|
|
GBP
|
GBP
|
GBP
|
GBP
|
GBP
|
|
|
|
|
|
|
|
Balance at 28 May 2021 (unaudited)
|
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Share capital issued
|
10
|
1
|
586,000
|
-
|
-
|
586,001
|
|
|
|
|
|
|
|
Redemption of redeemable
shares
|
10
|
(1)
|
-
|
-
|
-
|
(1)
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
-
|
-
|
-
|
(397,971)
|
(397,971)
|
|
|
|
|
|
|
|
Balance at 30 June 2022
(unaudited)
|
|
-
|
586,000
|
-
|
(397,971)
|
188,029
|
|
|
|
|
|
|
|
Shares issued
|
10
|
-
|
1,455,000
|
50,000
|
-
|
1,505,000
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
-
|
-
|
-
|
(3,400,922)
|
(3,400,922)
|
|
|
|
|
|
|
|
Balance at 31 December 2023
|
|
-
|
2,041,000
|
50,000
|
(3,798,893)
|
(1,707,893)
|
The accompanying notes form an
integral part of these financial statements.
FINTECH ASIA LIMITED
STATEMENT OF CASH FLOWS
FOR
THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER
2023
|
|
31 December
2023
|
|
30 June
2022
|
|
|
|
|
(unaudited)
|
|
Notes
|
GBP
|
|
GBP
|
|
|
|
|
|
Operating activities
|
|
|
|
|
Loss for the period
|
|
(3,400,922)
|
|
(397,971)
|
Adjustments for:
|
|
|
|
|
Share based payment charge
|
|
50,000
|
|
-
|
Movement in receivables
|
6
|
(8,174)
|
|
(5,192)
|
Movement in payables
|
7
|
738,074
|
|
33,048
|
Interest expense
|
|
12,808
|
|
-
|
|
|
|
|
|
Net
cash flow from operating activities
|
|
(2,608,214)
|
|
(370,115)
|
|
|
|
|
|
Financing activity
|
|
|
|
|
Share capital issued
|
10
|
1,455,000
|
|
586,000
|
Convertible loans
|
8
|
1,250,000
|
|
-
|
|
|
|
|
|
Net
cash flow from financing activities
|
|
2,705,000
|
|
586,000
|
|
|
|
|
|
Net
change in cash and cash equivalents
|
|
96,786
|
|
215,885
|
|
|
|
|
|
Cash and cash equivalents at the
beginning of the period
|
215,885
|
|
-
|
|
|
|
|
|
Cash
and cash equivalents at the end of the period
|
|
312,671
|
|
215,885
|
The accompanying notes form an
integral part of these financial statements.
FINTECH ASIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR
THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER
2023
1.
General Information
Fintech Asia Limited (the "Company")
was incorporated on 28 May 2021 in Guernsey under The Companies
(Guernsey) Law, 2008, as amended and is registered in
Guernsey. The address of the Company's registered office is
Les Echelons Court, Les Echelons,
St Peter Port, Guernsey, GY1 1AR and the Company's
registration number is 69264. On 15 September 2022 the
Company was admitted to the main market for listed securities of
the London Stock Exchange under the ticker symbol "FINA" with
shares registered with an ISIN of GG00BPGZTM87 and SEDOL of
BPGZTM8.
On 14 March 2023, the Company
announced that it had entered into a head of terms to acquire the
entire issued share capital of InvesCore Financial Group Pte.
Ltd. ("InvesCore" or the "Proposed Acquisition"). The Proposed
Acquisition is classified as a reverse takeover in accordance with
the FCA's Listing Rules. Accordingly, the Company requested the
temporary suspension of its listing on the London Stock
Exchange.
On 21 June 2023, the Company
announced that it had changed its accounting date from 30 June to
31 December.
New
Standards, Amendments and Interpretations Not Yet
Adopted
At the date of approval of these
Financial Statements, the following standards and interpretations,
which have not been applied in these Financial Statements were in
issue but not yet effective:
·
|
Amendments to IAS 1: Classifications
of current or non-current liabilities (effective 1 January
2024);
|
·
|
Amendments to IAS 8: Accounting
Policies, Changes to Accounting Estimates and Errors (effective 1
January 2023);
|
·
|
Amendments to IAS 12: Income Taxes -
Deferred Tax arising from a Single Transaction (effective 1 January
2023).
|
·
|
Amendments to IAS 1: Presentation of
Financial Statements and IFRS Practice Statement 2: Disclosure of
Accounting Policies (effective 1 January 2023).
|
The effect of these new and amended
Standards and Interpretations, which are in issue but not yet
mandatorily effective, is not expected to be material.
Standards Adopted Early by the Company
The Company has not adopted any
standards or interpretations early in either the current or the
preceding financial period.
Statement of Compliance
These financial statements give a
true and fair view, comply with The Companies (Guernsey) Law, 2008,
as amended and were prepared in accordance with the UK-adopted
International Accounting Standards ("IAS's"). IAS's include
standards and interpretations approved by the International
Accounting Standards Board ("IASB") and interpretations issued by
the International Financial Reporting Interpretations Committee who
replaced the Standards Interpretations Committee.
2.
Basis of Preparation
The financial statements have been
prepared under the historical cost convention, modified to include
certain items at fair value, and in accordance with IAS's. IAS's
include standards and interpretations approved by the
IASB.
The functional and presentation
currency of these financial statements is Pounds
Sterling.
3.
Significant Accounting Policies
Financial
Assets
The Company's financial assets are
cash and cash equivalents and other current assets. The
classification is determined by management at initial recognition
and depends on the purpose for which the financial assets are
acquired.
The Company initially recognises
receivables issued when the Company becomes a party to the
contractual provisions of the instrument. Financial assets are
initially recognised at fair value plus transaction costs for all
financial assets not carried at fair value through profit or
loss.
Receivables are subsequently carried
at amortised cost using the effective interest method. Amortised
cost is the initial measurement amount adjusted for the
amortisation of any differences between the initial and maturity
amounts using the effective interest method. Loans and receivables
are reviewed for impairment assessment.
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 and bank overdrafts.
Other current
assets
Other current assets principally
consist of prepayments which are carried at amortised cost. The
Company assesses at each end of the reporting period whether there
is objective evidence that a financial asset or group of financial
assets is impaired. A financial asset or group of financial assets
is impaired and impairment losses are incurred 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 (a
'loss event') and that loss event (or events) has an impact on the
estimated future cash flows of the financial asset or group of
financial assets that can be reliably estimated.
The amount of the loss is measured
as the difference between the asset's carrying amount and the
present value of estimated future cash flows (excluding future
credit losses that have not been incurred) discounted at the
financial asset's original effective interest rate. The carrying
amount of the asset is reduced and the amount of the loss is
recognised in profit or loss.
If, in a subsequent period, the
amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was
recognised (such as an improvement in the debtor's credit rating),
the reversal of the previously recognised impairment loss is
recognised in profit or loss.
Financial assets are derecognised
when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Company has
transferred substantially all risks and rewards of ownership or has
not retained control of the financial asset.
Financial
liabilities
All financial liabilities are
initially recognised on the trade date when the entity becomes
party to the contractual provisions of the instrument.
Financial liabilities which include
trade and other payables and are recognised initially at fair
value, net of directly attributable transaction costs.
Financial liabilities are
subsequently stated at amortised cost, using the effective interest
method. Financial liabilities are classified as current liabilities
if payment is due to be settled within one year or less after the
end of the reporting period (or in the normal operating cycle of
the business, if longer), or the Company does not have an
unconditional right to defer settlement of the liability for at
least twelve months after the end of the reporting period.
Otherwise, these are presented as non-current
liabilities.
Financial liabilities are
derecognised from the statement of financial position only when the
obligations are extinguished either through discharge,
cancellation, or expiration. The difference between the carrying
amount of the financial liability derecognised and the
consideration paid or payable is recognised in profit or
loss.
Equity
Share capital represents the nominal
value of shares that have been issued.
Equity-settled transactions are
measured at fair value (excluding the effect of non-market-based
vesting conditions) at the date of grant. The fair value determined
at the grant date of the equity-settled share-based payments is
expensed on the date of grant.
Share premium includes any
contributions from equity holders over and above the nominal value
of shares issued. Any transaction costs associated with the
issuance of shares are deducted from share premium.
Retained earnings represent all
current period results of operations as reported in the statement
of profit or loss, reduced by the amounts of dividends
declared.
Convertible loan notes
The Company issues convertible loan
notes ("CLN's") to investors as one of its primary means of raising
funding prior to the completion of the proposed transaction and
readmission of the combined group to trading. All CLN's
issued in a year are assessed under the classification criteria of
IAS 32 and, depending on the specific circumstances pertaining to
each CLN instrument, are classified as either a financial
liability, equity, or a compound instrument consisting of both
financial liability and equity components. Once a CLN has
been classified as one of these instruments is it treated in line
with the accounting policies for such instruments as
appropriate.
The Company initially recognises
receivables issued when the Company becomes a party to the
contractual provisions of the instrument. Financial assets are
initially recognised at fair value plus transaction costs for all
financial assets not carried at fair value through profit or
loss.
Share-based
payments
The Company operates equity-settled
share-based payment arrangements, whereby the fair value of
services provided is determined indirectly by reference to the fair
value of the instrument granted.
The fair value of the grant is
recognised as an expense in the Income Statement with a
corresponding increase in equity reserves.
The fair value of options is
calculated using the Black Scholes model, taking into account the
terms and conditions upon which the options were
granted.
The fair value of shares issued is
measured using the observable market value.
Costs and
expenses
Cost and expenses are recognised in
profit or loss upon utilisation of goods or services or at the date
they are incurred. All finance costs are reported in profit or loss
on an accrual basis.
Going
concern
These financial statements have been
prepared on the going concern basis, which assumes the Company
shall be able to meet all of its obligations as they fall due for a
period of at least 12 months from the date of this
report.
4.
Use of Judgements and Estimates
The preparation of financial
statements in accordance with IAS requires the Directors to make
judgements, estimates and assumptions that affect the application
of policies and the reported amounts of assets and liabilities and
income and expenses. The estimates and associated assumptions are
based on various factors that are believed to be reasonable under
the circumstances. Actual results may differ from these
estimates.
Going
concern
In determining whether these
financial statements should be prepared on the going concern basis,
the Directors must consider whether the business has adequate
financial resources to continue to operate and meet its obligations
for a period of at least 12 months from the date of this
report.
The Directors have assessed the
funding needs of the business as it continues to progress the
Proposed Acquisition with InvesCore, together with the various
forms of funding that remain available to it, including but not
limited to the convertible loan note facilities entered into on 8
September 2023 and further expanded on 15 November 2023. Following
consideration of the timing of costs associated with the continued
efforts to complete the transaction, coupled with the assessment of
the funding options that remain available as this process
continues, the Directors have determined that sufficient funding
remains available for the Company to continue to meet its
obligations as they fall due over the course of this
process.
In the event that the Proposed
Acquisition does not complete for various reasons, a break fee is
receivable from InvesCore, as disclosed in detail in the Company's
LSE announcement of 14 March 2023. The Directors consider this
break fee to be sufficient to settle all remaining costs incurred
in support of the Proposed Acquisition up to the point of any
decision not to proceed. Under such a scenario, the
outstanding convertible loan notes ("the Loan Notes") payable by
the Company would be convertible into ordinary shares at the
election of the Noteholder, or settled by other means as agreed
between the Company and the Noteholder.
As the settlement or conversion of
the Loan Notes are at the discretion of the Noteholder there exists
a level of uncertainty over the exact quantum and timing of the
availability of the above sources of future funding which the
Company may require in the event that the Proposed Acquisition does
not proceed, and the Noteholders do not elect to convert the Loan
Notes into ordinary shares of the Company. As such, the
Directors have determined that a material uncertainty exists in
this regard over the application of the going concern principal to
these financial statements.
The Directors believe that the
Company has adequate financial resources to continue its
operational existence for at least 12 months from the date of the
approval of these financial statements notwithstanding the risks
documented above. Accordingly, the Directors believe that it is
appropriate to continue to adopt the going concern basis in
preparing these financial statements.
Share-based
payments
The Company has determined that
share options issued during the period meets the definition of a
share based payment under IFRS 2. In order to determine the fair
value of the options estimates were required for inputs into the
valuation model. More details of the estimates can be found
in note 11.
5.
Operating Expenses
|
Period 1 July 2022 to 31
December 2023
|
|
Period 28 May 2021 to 30 June
2022
(unaudited)
|
|
GBP
|
|
GBP
|
|
|
|
|
Legal and professional fees - cash
settled
|
2,461,830
|
|
238,872
|
Legal and professional fees - share
settled
|
50,000
|
|
-
|
Directors' fees
|
326,089
|
|
87,756
|
Administration fees
|
122,435
|
|
49,635
|
Audit fees
|
47,500
|
|
-
|
Advisory fees and expenses
|
110,485
|
|
-
|
Listing fees
|
38,271
|
|
-
|
Reimbursement of expenses to
directors
|
48,697
|
|
1,582
|
Insurance
|
26,350
|
|
18,207
|
Regulatory fees
|
71,832
|
|
500
|
Loan interest
|
12,808
|
|
-
|
Consultancy fees
|
52,580
|
|
-
|
Other operating expenses
|
29,679
|
|
186
|
Commission
|
6,500
|
|
-
|
Bank charges
|
4,626
|
|
613
|
|
|
|
|
|
3,409,682
|
|
397,351
|
6.
Other Current Assets
|
|
31 December
2023
|
|
30 June
2022
(unaudited)
|
|
|
GBP
|
|
GBP
|
|
|
|
|
|
Prepayments
|
|
13,366
|
|
5,192
|
|
|
|
|
|
Total
|
|
13,366
|
|
5,192
|
7.
Accounts Payable
|
|
|
31 December
2023
|
|
30 June
2022
(unaudited)
|
|
|
|
GBP
|
|
GBP
|
|
|
|
|
|
|
Administration fees
|
|
|
11,250
|
|
8,819
|
Audit fees
|
|
|
47,500
|
|
-
|
Legal and professional
fees
|
|
|
710,289
|
|
20,042
|
Other accruals
|
|
|
-
|
|
20
|
Directors' remuneration
|
|
|
2,083
|
|
4,167
|
|
|
|
|
|
|
|
|
|
771,122
|
|
33,048
|
8.
Convertible Loans
On 8 September 2023 the Company
announced it had obtained an unsecured committed facility of £1
million via a convertible loan note instrument (the "Convertible
Loan").
The Convertible Loan was received in
three tranches on 8 September 2023, 5 October 2023 and 3 November
2023 with an interest rate equating to a fixed amount of five per
cent. per annum.
On 15 November 2023 the Company
announced it had obtained an additional unsecured committed
facility of £1 million via a convertible loan note instrument (the
"Series B Convertible Loan").
The first tranche of £250,000 of the
Series B Convertible Loan was received on 13 December 2023 with an
interest rate equating to a fixed amount of five per cent. per
annum. The second tranche of £250,000 was received on 16 January
2024. The third tranche of £500,000 was received on 15 February
2024.
Should (i) the Convertible Loan and
Series B Convertible Loan (together the "Convertible Loans") not be
repaid prior to the completion of the Proposed Acquisition, all the
outstanding principal amount and accrued interest shall
automatically convert into ordinary shares of no par at a price
equal to 90 per cent. of the price at which each Ordinary Share is
issued in the Company pursuant to such placing; or (ii) if a
placing does not complete simultaneously with the completion of the
Proposed Acquisition, a price equal to 90 per cent. of the price at
which each Ordinary Share is issued in the Company to satisfy the
consideration for the Proposed Acquisition.
If the Proposed Acquisition and
re-admission has not completed by 7 November 2024 and the
Convertible Loans have not been repaid, the Noteholder is entitled
at any time to convert all the outstanding amount into new Ordinary
Shares.
Following assessment of the terms of
the Convertible Loans under the classification criteria of IAS 32,
the Directors have determined that the instruments should be
categorised as a financial liability and treated under the
Company's accounting policy for such instruments
accordingly.
|
31 December
2023
|
|
GBP
|
|
|
Proceeds from issue of Convertible
Loans
|
1,250,000
|
Accrued interest
|
12,808
|
Carrying amount of liability as at 31
December 2023
|
1,262,808
|
9.
Taxation
The Company is liable to tax at the
standard Guernsey rate of 0%.
10.
Share Capital and Share Premium
Authorised
As per the Articles of
Incorporation, the Company may issue an unlimited number shares of
different types or classes and of par value or no par
value.
Issued
|
Number of Ordinary
Shares
|
Ordinary
Shares
|
Share
Premium
|
Share based
payments
|
|
|
GBP
|
GBP
|
GBP
|
|
|
|
|
|
On incorporation (GBP 1
each)
|
1
|
1
|
-
|
-
|
|
|
|
|
|
Shares issued (no par value
each)
|
16,750,000
|
-
|
586,000
|
-
|
|
|
|
|
|
Redemption (GBP 1 each)
|
(1)
|
(1)
|
-
|
-
|
|
|
|
|
|
Balance at 30 June 2022
|
16,750,000
|
-
|
586,000
|
-
|
|
|
|
|
|
Shares issued (no par value
each)
|
3,010,000
|
-
|
1,455,000
|
50,000
|
|
|
|
|
|
Balance at 31 December 2023
|
19,760,000
|
-
|
2,041,000
|
50,000
|
On incorporation, the Company issued
one redeemable preference share of GBP1.00 at par for cash
consideration of GBP1.00. On 29 July 2021, a re-designation of one
ordinary share to a redeemable share held by Tanglin Capital
Limited was executed and further redeemed by the
Company.
On 16 June 2021, the Company agreed,
immediately upon Admission, to issue to Strand Hanson Limited a
warrant (the "Warrant") (approved by the Company's shareholders if
applicable) to subscribe at any time during the three years
following the date of issue of the Warrant for an aggregate number
of shares equal to one per cent. of the enlarged issued share
capital of the Company immediately prior to Admission at an
exercise price equal to the issue price applicable to the initial
public offering. The Company also agrees that the beneficial
interest in the Warrant may be freely assigned by Strand Hanson (in
its sole discretion) to any subsidiary or associated companies,
shareholders, or employees (note 11).
On 29 July 2021, Tanglin Capital
Limited invested £10,000 into the Company as cash consideration for
10,000,000 Ordinary Shares of no-par value. On 13 August 2021, an
investment of £1,000 was made into the Company as cash
consideration for 1,000,000 Ordinary Shares of no-par value. These
1,000,000 Ordinary Shares were then transferred to Tanglin Capital
Limited on 12 November 2021, and subsequently transferred to Oliver
Stuart Fox on 12 April 2022.
On 20 August 2021, an initiation fee
of £50,000 was paid to Strand Hanson Limited in equity in the
Company priced at the issue price per share applicable to the round
at which seed investors participate (i.e. GBP0.10 each), which
equates to 500,000 Ordinary Shares.
On 23 August 2021, 19 November 2021
and 13 December 2021, the Company issued 3,000,000, 1,500,000 and
750,000 Ordinary Shares of no-par value respectively at a price of
£0.10 each in connection with the pre-IPO fundraising, raising a
total of £525,000.
During September 2022, the Company
issued 3,010,000 Ordinary Shares of no-par value respectively at a
price of £0.50 each, raising a total of £1,455,000 after an equity
based payment of £50,000 was paid to Strand Hanson Limited and is
included in legal costs.
11.
Share Based Payments
Shares issues in the period:
On 15 September 2022 the Company
issued 100,000 Ordinary Shares of no-par value to Stand Hanson
Limited. The fair value of the transaction was deemed to be £50,000
which was the number of shares issued multiplied by the share price
upon the Company's listing and are included in legal costs for the
period.
Options issued in the period:
On 8 September 2022 the Company
issued a warrant to Strand Hanson Limited which allows them or
their assigned holder to subscribe for 197,600 shares at any time
up to 7 September 2025 to shares at an exercise price of
50p.
The Warrant was valued using the
Black Scholes model and its fair value deemed immaterial, as a
result no value has been ascribed to the Warrant in these financial
statements. The estimates used to calculate the fair value is
detailed below:
Expected volatility
|
34.79%
|
Dividend Yield
|
-
|
Risk free interest rate
|
3.23%
|
Expected exercise period
Share price on date of
grant
|
3 years
from grant
50p
|
12.
Earnings Per Ordinary Share
|
|
|
Basic
|
|
Diluted
|
|
|
|
GBP
|
|
GBP
|
|
|
|
|
|
|
Loss for the period
|
|
|
(3,400,922)
|
|
(3,400,922)
|
|
|
|
|
|
|
Weighted average number of
shares
|
|
19,337,832
|
|
19,535,432
|
|
|
|
|
|
|
Earnings per share
|
|
|
(0.18)
|
|
(0.17)
|
Basic earnings per Ordinary Share is
calculated by dividing the earnings attributable to Shareholders by
the weighted average number of Ordinary Shares outstanding during
the period.
Diluted earnings per share is
calculated by adjusting the weighted average number of Ordinary
Shares outstanding to assume conversion of all dilutive potential
Ordinary Shares. As at 31 December 2023 there were 197,600 warrants
exercisable for Ordinary Shares outstanding.
A fully diluted earnings per
Ordinary Share has not been presented as the Company has reported a
loss for the period and as such the effect of the warrants
outstanding at the reporting date is anti-dilutive.
13.
Related Party Transactions
The directors' remuneration for
Nicola Walker, Robert George Shepherd and Oliver Stuart Fox for the
period was £37,500, £37,500 and £251,089 respectively (2022:
£4,167, £4,167, £20,706).
The Directors received
reimbursements in respect of travel and meeting expenses and sundry
office costs of £48,697 during the period (2022:
£1,582).
Andrew Mankiewicz was a director
until 18 April 2022, and received directors' fees £57,333 in the
prior period. Andrew Mankiewicz received £95,394 (2022: nil) for
advisory fees and £16,410 for expense reimbursements (2022:
£13,770) in the current period via the Company's agreement with
Asia Wealth Group Pte. Ltd.
There have been no changes in the
related parties transactions described in the last annual report
that could have a material effect on the financial position or
performance of the Company in the current financial
period.
14.
Ultimate Controlling Party
The Company is controlled by Tanglin
Capital Limited which is the Parent company holding 50.61% of the
issued Ordinary Shares, with Tanglin Capital Limited ultimately
controlled by Andrew Roberto Mankiewicz.
15.
Financial Risk Management
The Company is exposed to a number
of risks arising from the financial instruments it holds. The main
risks to which the Company is exposed are market risk, credit risk
and liquidity risk. The risk management policies employed by the
Company to manage these risks are discussed below as
follows:
MARKET RISK
Market risk is the risk that changes
in market prices such as equity prices, interest rates and foreign
exchange rates will affect the Company's income or the value of its
holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within
acceptable parameters while optimising the return.
Price risk
The Company is not directly or
indirectly exposed to any significant price risk.
Interest rate
risk
Interest rate risk is the risk that
the fair value of future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Interest
rate risk arises on interest-bearing financial instruments
recognised in the Statement of Financial Position.
Cash and cash equivalents are
interest bearing but not at significant levels.
Currency
risk
The Company is exposed to currency
risk arising from transactions in Singapore Dollars. Consequently,
the Company is exposed to the risk that the exchange rate of its
reporting currency relative to other foreign currencies may change
in a manner that has an adverse effect on the fair value or future
cash flows of the Company's financial assets or liabilities
denominated in currencies other than GBP.
The Company holds all assets in GBP
and does not consider the risk to be material to the financial
statements.
CREDIT RISK
Credit risk is the risk of financial
loss to the Company if a counterparty fails to meet its contractual
obligations. Credit risk arises from cash and cash equivalents as
well as outstanding receivables.
The Company assesses all
counterparties for credit risk before contracting with them. The
credit risk on cash and cash equivalents is mitigated by entering
into transactions with counterparties that are regulated entities
subject to prudential supervision, with high credit ratings
assigned by international credit rating agencies. Cash and cash
equivalents are held with Barclays Bank plc, which at the period
end was assigned a credit rating of A by Standard and Poor's rating
agency.
The maximum exposure to credit risk
Is the carrying amount of the financial assets set out
below.
|
|
|
|
|
Period ended 31 December
2023
|
|
Period ended 30 June
2022
(unaudited)
|
|
|
|
|
|
GBP
|
|
GBP
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
312,671
|
|
215,885
|
Other current assets
|
|
|
|
|
13,366
|
|
5,192
|
|
|
|
|
|
|
|
|
Total credit risk
exposure
|
|
|
|
|
326,037
|
|
221,077
|
LIQUIDITY
RISK
Liquidity risk is the risk that the
Company will encounter difficulty in meeting obligations associated
with financial liabilities. This risk can arise from mismatches in
the timing of cash flows relating to assets and liabilities. The
Company receives funding from the shareholders and does not have
significant ad hoc expenses to settle. The only significant
expenses that the Company is exposed to are general operating
expenses.
As
at 31 December 2023
|
|
|
|
|
|
|
|
|
Less than 1
month
|
|
1 to 12
months
|
|
More than 12
months
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
312,671
|
|
-
|
|
-
|
|
312,671
|
Other current assets
|
13,366
|
|
-
|
|
-
|
|
13,366
|
|
|
|
|
|
|
|
|
|
326,037
|
|
-
|
|
-
|
|
326,037
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Trade and other payables
|
771,122
|
|
-
|
|
-
|
|
771,122
|
Convertible loans
|
-
|
|
1,262,808
|
|
-
|
|
1,262,808
|
|
|
|
|
|
|
|
|
|
771,122
|
|
1,262,808
|
|
-
|
|
2,033,930
|
The table below analyses the
Company's financial assets and liabilities into the relevant
maturity groupings based on the remaining period at the reporting
date. The amounts in the table are the contractual undiscounted
cash flows. Balances due within 12 months equal their carrying
balances, as the impact of discounting is not
significant.
As
at 30 June 2022
(unaudited)
|
|
|
|
|
|
|
|
|
Less than 1
month
|
|
1 to 12
months
|
|
More than 12
months
|
|
Total
|
Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
215,885
|
|
-
|
|
-
|
|
215,885
|
Other current assets
|
5,192
|
|
-
|
|
-
|
|
5,192
|
|
|
|
|
|
|
|
|
|
221,077
|
|
-
|
|
-
|
|
221,077
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Trade and other payables
|
33,048
|
|
-
|
|
-
|
|
33,048
|
|
|
|
|
|
|
|
|
|
33,048
|
|
-
|
|
-
|
|
33,048
|
16.
Subsequent Events
There have been no events subsequent
to the reporting period date, other than as referenced in note 8
above.