TIDMGRIT

RNS Number : 2350B

GRIT Investment Trust PLC

30 September 2022

GRIT Investment Trust plc

'GRIT' or 'the Company'

Half-year results for the six months ended 30 June 2022

Chairman's statement

The economic uncertainties

The economic uncertainties in global capital markets largely associated with the Russia-Ukraine conflict have presented a challenging back drop to the Company's plans to re-launch as a natural resources investment trust.

Set out below is the interim statement covering the six months ended 30 June 2022. A loss of GBP89,000 is being reported for the six months ended 30 June 2022 compared to a profit of GBP366,000 for the six months ended 30 June 2021.The prior profit was achieved largely as a result of the profit on the sale of the Company's stake in Siberian Goldfields Limited.

Salient events

Convertible Loan Notes Final Redemption Date Extension

In July 2022 the Company announced that it has agreed with the holders of the outstanding GBP599,201 convertible loan notes dated 30 July 2021, to extend the final repayment date from 31 July 2022 to 30 September 2022. However, with the withdrawal of its prospectus application as referred to below, it has been unable to date to proceed with the conversion of the outstanding convertible loan notes. However, the Company remains fully committed to doing so and is seeking a further short extension to provide sufficient time to consider the options available.

Anglo African Minerals plc

As anticipated, the military coup in Guinea last September has disrupted the realisation of any of the Company's investment in Anglo African Mining plc ('AAM') and endorses the directors' decision to make full provision against it in the accounts.

Strategy of the new Board

On 22(nd) October 2021, the Company announced the new board appointments of myself and Malcolm Burne, both fund managers with proven experience and extensive track records in the natural resources sector. Since our appointment to the Board, the Company has been progressing a possible issue of new shares to finance its ongoing investment policy as an investment trust. This process involved seeking regulatory approval for the publication of a prospectus and also the internal authorisation as, or the external appointment of, an Alternative Investment Fund Manager ("AIFM"). However, after considerable time and effort, the Board has regrettably reached the conclusion that due to difficulties completing this process and the prevailing lack of positive sentiment towards the resource sector, the planned re-establishment of the Company as an active resource focused investment trust has become unachievable. Therefore, as announced on 16 September 2022, the Company has withdrawn both its AIFM and prospectus applications.

In an effort to return value for shareholders, the Company will now seek a "Reverse Takeover" (RTO) by the acquisition of a business which enables the Company to achieve an appropriate relisting on a public market. It is envisaged that the announcement of any such proposed transaction will result in the suspension of the Company's shares from trading on the Official List. If the Company is successful in announcing an acquisition in the form of a "RTO" the Board believes it will provide the best outcome for shareholders and provide a platform for the future growth of the Company.

Richard Lockwood

Chairman

30 September 2022

Enquiries:

GRIT Investment Trust plc

Martin Lampshire

Tel: +44 (0) 20 3198 2554

Peterhouse Capital Limited

Lucy Williams/Duncan Vasey

Tel: +44 (0)20 7469 0930

Income Statement

 
                                                     Revenue        Capital      Total 
                                                    Unaudited      Unaudited   Unaudited 
--------------------------------------  ------  ----------------  ----------  ----------- 
                                         Notes       GBP'000        GBP'000     GBP'000 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Six months ended 30 June 2022 
 Profit on disposal of investments                             -           -            - 
 Other income                                                 96           -           96 
 Other expenses                                            (153)           -        (153) 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Net return before finance costs 
  and taxation                                              (57)           -         (57) 
 Interest payable and similar charges                       (32)           -         (32) 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Net return on ordinary activities 
  before taxation                                           (89)           -         (89) 
 Tax on ordinary activities                                    -           -            - 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Net return attributable to equity 
  shareholders                                              (89)           -         (89) 
--------------------------------------  ------  ================  ==========  =========== 
 
 Profit (loss) per ordinary share          3             (1.77p)           -      (1.77p) 
--------------------------------------  ------  ----------------  ----------  ----------- 
 
 Six months ended 30 June 2021 
 Profit on disposal of investments                             -         488          488 
 Other income                                                  -           -            - 
 Other expenses                                            (122)           -        (122) 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Net return before finance costs 
  and taxation                                             (122)         488          366 
 Interest payable and similar charges                          -           -            - 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Net return on ordinary activities 
  before taxation                                          (122)         488          366 
 Tax on ordinary activities                                    -           -            - 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Net return attributable to equity 
  shareholders                                             (122)         488          366 
--------------------------------------  ------  ================  ==========  =========== 
 
 Profit (loss) per ordinary share          3             (2.42p)        9.7p         7.3p 
--------------------------------------  ------  ----------------  ----------  ----------- 
 
 Year ended 31 December 2021 
 Profit on disposal of investments                             -         488          488 
 Income                                                        -           -            - 
 Other expenses                                            (391)           -        (391) 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Net return before finance costs 
  and taxation                                             (391)         488           97 
 Interest payable and similar charges                          -           -            - 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Net return on ordinary activities 
  before taxation                                          (391)         488           97 
 Tax on ordinary activities                                    -           -            - 
--------------------------------------  ------  ----------------  ----------  ----------- 
 Net return attributable to equity 
  shareholders                                             (391)         488           97 
--------------------------------------  ------  ================  ==========  =========== 
 
 Gain per ordinary share                   3              (8.6p)       10.8p         2.2p 
--------------------------------------  ------  ----------------  ----------  ----------- 
 
 

The 'total' column of this statement represents the Company's profit and loss account, prepared in accordance with IFRS. All revenue and capital items in this statement derive from continuing operations. All of the profit for the period is attributable to the owners of the Company.

No operations were acquired or discontinued in the year.

A Statement of Total Recognised Gains and Losses is not required as all gains and losses of the Company have been reflected in the above Income Statement.

Balance Sheet

 
                                               As at        As at         As at 
                                              30 June     31 December    30 June 
                                                2022         2021          2021 
                                             Unaudited     Audited      Unaudited 
----------------------------------  ------  ----------  -------------  ---------- 
                                     Notes    GBP'000      GBP'000       GBP'000 
----------------------------------  ------  ----------  -------------  ---------- 
 Fixed assets 
 Investments                                         -              -           - 
----------------------------------  ------  ----------  -------------  ---------- 
                                                     -              -           - 
----------------------------------  ------  ----------  -------------  ---------- 
 Current assets 
 Investments                                         -              -           - 
 Debtors                                           137              -           - 
 Cash at bank and on deposit                       187            488          30 
----------------------------------  ------  ----------  -------------  ---------- 
                                                   324            488          30 
 Creditors: amounts falling due 
  within one year 
 Other creditors                                 (330)          (437)       (338) 
 Net current (liabilities) assets                  (6)             51       (308) 
----------------------------------  ------  ----------  -------------  ---------- 
 
 Creditors: amounts falling due 
  after one year 
 Convertible unsecured loan notes                (692)          (660)       (100) 
----------------------------------  ------  ----------  -------------  ---------- 
 
 Net (liabilities) assets                        (698)          (609)       (408) 
----------------------------------  ------  ==========  =============  ========== 
 
 Capital and reserves 
 Called up share capital                           504            504         504 
 Share premium                                  36,922         36,922      36,922 
 Capital reserve                              (32,697)       (32,697)    (32,697) 
 Revenue reserve                               (5,495)        (5,406)     (5,137) 
 Other reserve                                      68             68           - 
----------------------------------  ------  ==========  =============  ========== 
 Equity shareholders' funds                      (698)          (609)       (408) 
----------------------------------  ------  ==========  =============  ========== 
 
 Net asset value per share             4      (13.86p)        (12.1p)      (8.1p) 
----------------------------------  ------  ----------  -------------  ---------- 
 
 
 Statement of Changes in                         Share 
  Equity                              Share      premium   Capital    Revenue    Other 
                                      capital    account    reserve    reserve   reserve     Total 
                                      GBP'000    GBP'000    GBP'000    GBP'000   GBP'000     GBP'000 
----------------------------------  ---------  ---------  ---------  ---------  --------  ---------- 
           For the 6 months to 30 June 2022 (unaudited) 
 Balance at 31 December 2021              504     36,922   (32,697)    (5,406)        68       (609) 
 Issue of shares                            -          -          -          -         -           - 
 Return on ordinary activities 
  after taxation                            -          -          -       (89)         -        (89) 
                                    ---------  ---------  ---------  ---------  --------  ---------- 
 Balance at 30 June 2022                  504     36,922   (32,697)    (5,495)        68       (698) 
----------------------------------  =========  =========  =========  =========  ========  ========== 
 
 For the 6 months to 30 June 
  2021 (unaudited) 
----------------------------------  ---------  ---------  ---------  ---------  --------  ---------- 
 Balance at 31 December 2020              420     36,880   (33,185)    (5,015)                 (900) 
 Issue of shares                           84         42          -          -                   126 
 Return on ordinary activities 
  after taxation                            -          -        488      (122)                   366 
                                    ---------  ---------  ---------  ---------  --------  ---------- 
 Balance at 30 June 2021                  504     36,922   (32,697)    (5,137)                 (408) 
----------------------------------  =========  =========  =========  =========  ========  ========== 
 
 

The revenue reserve represents the amount of the Company's reserves distributable by way of dividend.

Cash Flow Statement

 
                                                                    Six months ended 
                                                                         30 June 
                                                    ----------------------------------------------- 
                                                               2022                     2021 
                                                             Unaudited               Unaudited 
--------------------------------------------------  --------------------------  ------------------- 
                                                              GBP'000                 GBP'000 
--------------------------------------------------  --------------------------  ------------------- 
 Operating activities 
 (Loss)/profit before finance costs and 
  taxation                                               (57)                                   366 
 (Profit) on disposal of investment                                          -                (488) 
 (Increase)/Decrease in other receivables                       (137)                             - 
 (Decrease)/increase in other payables                              (107)                     (562) 
--------------------------------------------------  --------------------------  ------------------- 
 Net cash outflow from operating activities                        (301)                      (684) 
--------------------------------------------------  --------------------------  ------------------- 
 
 Investing activities 
 Proceeds from the sale of investment                                        -               488 
--------------------------------------------------  --------------------------  ------------------- 
 Net cash inflow from investing activities                                   -               488 
--------------------------------------------------  --------------------------  ------------------- 
 
 Financing activities 
 Issue of shares                                                             -                  126 
 Issue of convertible unsecured loan notes                                   -                  100 
 Net cash inflow from financing activities                                   -                  226 
--------------------------------------------------  --------------------------  ------------------- 
 
 Increase/(decrease) in cash and cash equivalents                        (301)            30 
 Net cash at the start of the period                                       488             - 
--------------------------------------------------  --------------------------  ------------------- 
 Net cash at the end of the period                                         187                   30 
--------------------------------------------------  --------------------------  ------------------- 
 

The accompanying notes are an integral part of the financial statements.

Notes

1. Interim Results

These condensed financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') and IAS 34 'Interim Financial Reporting' as adopted by the UK and the accounting policies set out in the statutory accounts of the Company for the year ended 31 December 2021. The condensed financial statements do not include all of the information required for a complete set of IFRS financial statements and should be read in conjunction with the financial statements of the Company for the year ended 31 December 2021, which were prepared in accordance with UK-adopted international accounting standards. There have been no significant changes to management judgements and estimates.

2. Going Concern Basis of Accounting

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3. Return per Ordinary Share

The revenue loss per ordinary share for the six months ended 30 June 2022 is based on a net loss after taxation of GBP89,000 and on a weighted average of 5,035,741 ordinary shares in issue during the period.

The capital loss per ordinary share for the six months ended 30 June 2022 is based on a net capital profit after taxation of GBPNil and on a weighted average of 5,035,741 ordinary shares in issue during the period.

All comparative profit/loss per share has been restated for the share consolidation of 10 Ordinary shares of 0.25p into 1 Ordinary share of 2.5p on 7 January 2022.

4. Net Asset Value per Ordinary Share

The net asset value per ordinary share is based on net liabilities of GBP698,000 (31 December 2021: net liabilities of GBP609,000) and on 5,035,741 (31 December 2021: 50,357,414) ordinary shares, being the number of ordinary shares in issue at the period end.

All comparative Net Asset Value per share has been restated for the share consolidation of 10 Ordinary shares of 0.25p into 1 Ordinary share of 2.5p on 7 January 2022.

5. Related Party Transactions

The Board of Directors is considered to be a related party. The Directors of the Company received fees for their services. Total fees for the six months to 30 June 2022 were GBP10,000 (six months ended 30 June 2021: GBP18,750) At 30 June 2022 directors were owed GBP60,370 (30 June 2021: GBP134,964).

5. Post Balance Sheet Events

Events since the balance sheet date are fully described in the outgoing Chairman's statement.

Interim Report Statement

The Company's auditor PKF Littlejohn LLP, has not audited or reviewed the Interim Report to 30 June 2022 pursuant to the Auditing Practices Board guidance on 'Review of Interim Financial Information'. These are not full statutory accounts in terms of Section 434 of the Companies Act 2006 and are unaudited. Statutory accounts for the year ended 31 December 2021, which received an unqualified audit report and which did not contain a statement under Section 498 of the Companies Act 2006, have been lodged with the Registrar of Companies. No full statutory accounts in respect of any period after 30 December 2021 have been reported on by the Company's auditor or delivered to the Registrar of Companies.

Directors' Statement of Principal Risks and Uncertainties

The risks, and the way in which they are managed, are described in more detail in the Strategic Report contained within the Annual Report and Financial Statements for the year ended 31 December 2021. In the opinion of the Directors the Company's principal risks and uncertainties have not changed materially since the date of that report and did not change materially for the rest of the Company's financial reporting period to 31 December 2022.

Statement of Directors' Responsibilities in Respect of the Interim Report

We confirm that to the best of our knowledge:

-- the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' and gives a true and fair view of the assets, liabilities, financial position and loss of the Company;

-- the Chairman's Statement and Executive Director's Review (together constituting the Interim Management Report) include a fair review of the information required by the Disclosure Guidance and Transparency Rules ('DTR') 4.2.7R, being an indication of important events that have occurred during the first six months of the year and their impact on the financial statements; and

-- other than directors' remuneration, there have been no related party transactions that materially affected the financial position or performance of the Company during the period.

On behalf of the Board

Richard Lockwood

Chairman

30 September 2022

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