Anemoi International Ltd: Interim Results
Unaudited Condensed Statement of Financial PositionAs at 30 June 2022
These financial statements were approved by the board 10 August 2022 Signed on behalf of the board by:
Duncan Soukup Unaudited Condensed Statement of Cash FlowsFor the six months ended 30 June 2022
Unaudited Condensed Statement of Changes in EquityFor the six months ended 30 June 2022
|
|
Six months |
Six months |
Year |
|
ended |
ended |
ended |
|
30 Jun 22 |
30 Jun 21 |
31 Dec 21 |
|
Unaudited |
Unaudited |
Audited |
|
£ |
£ |
£ |
|
|
|
|
Loan interest expense |
44 |
8,906 |
14,616 |
Bank interest expense |
- |
16 |
16 |
Bank interest income |
(14) |
- |
- |
Foreign currency (gains)/losses |
354 |
(1,067) |
(19,574) |
|
384 |
7,855 |
(4,942) |
|
Six months |
Six months |
Year |
|
ended |
ended |
ended |
|
30 Jun 22 |
30 Jun 21 |
31 Dec 21 |
|
Unaudited |
Unaudited |
Audited |
|
£ |
£ |
£ |
The calculation of earnings per share is based on |
|
|
|
Loss for the period |
(451,480) |
(122,869) |
(603,530) |
|
|
|
|
Weighted average number of shares of the Company |
157,041,665 |
32,500,000 |
38,933,104 |
|
|
|
|
Earnings per share: |
|
|
|
Basic and Diluted (pence) |
(0.29) |
(0.38) |
(1.55) |
|
|
|
|
Number of shares outstanding at the period end: |
157,041,665 |
35,999,999 |
157,041,665 |
|
|
|
|
Number of shares in issue |
|
|
|
Opening Balance |
157,041,665 |
30,000,000 |
30,000,000 |
Issuance of Share Capital |
- |
5,999,999 |
127,041,665 |
Basic number of shares in issue |
157,041,665 |
35,999,999 |
157,041,665 |
|
|
|
|
Plant |
|
|
|
Intangible |
and |
|
Total |
Goodwill |
Assets |
Equipment |
Cost |
GBP |
GBP |
GBP |
GBP |
Cost at 1 January 2022 |
2,791,454 |
1,462,774 |
1,316,819 |
11,861 |
FX movement |
61,228 |
- |
60,444 |
784 |
|
2,852,682 |
1,462,774 |
1,377,263 |
12,645 |
Additions |
115,456 |
|
115,456 |
|
|
|
|
|
|
|
|
|
|
|
Cost at 30 June 2022 |
2,968,138 |
1,462,774 |
1,492,719 |
12,645 |
Depreciation |
|
|
|
|
Depreciation at 1 January 2022 |
19,268 |
- |
17,553 |
1,715 |
FX movement |
- |
|
|
|
|
19,268 |
- |
17,553 |
1,715 |
Charge for the period on continuing operations |
42,131 |
- |
41,772 |
359 |
FX movement |
3,551 |
- |
3,419 |
132 |
|
|
|
|
|
Depreciation at 30 June 2022 |
64,950 |
- |
62,744 |
2,206 |
|
|
|
|
|
Closing net book value at 30 June 2022 |
2,903,188 |
1,462,774 |
1,429,975 |
10,439 |
For impairment testing purposes, management considers the operations of the Group to represent a single cash generating unit (CGU), providing software and digital solutions to the financial services industry. The directors have assessed the recoverable amount of goodwill which in accordance with IAS 36 is the higher of its value in use and its fair value less costs to sell (fair value), in determining whether there is evidence of impairment.
The fair value of the CGU as at 30 June 2022 is considered by the directors to be fairly represented by the value in use of the CGU, which supports the view that the goodwill is not impaired. Given the early stage of the development post acquisition and sales pipeline alongside no other indications of impairment, the directors do not consider there to be any indication that the goodwill is impaired.
|
As at |
As at |
As at |
|
30 Jun 22 |
30 Jun 21 |
31 DAec 21 |
|
Unaudited |
Unaudited |
Audited |
Non-current liabilities |
£ |
£ |
£ |
Convertible loan note drawdown |
- |
218,453 |
- |
Interest accrued |
- |
11,220 |
- |
Total Borrowing |
- |
229,673 |
- |
In October 2020 the Company issued 10% cumulative convertible loan notes in integral multiples of USD$1.00 for a total of USD$350,000. As at the December 2020, USD$3,063 of interest had been accrued on a drawn down balance of USD$221,139. On the 17th December 2021, prior to the acquisition of id4 and new issuance of shares, the loans were converted to preference shares and 334,956 shares were allotted.
|
As at |
As at |
As at |
|
30 Jun 22 |
30 Jun 21 |
31 Dec 21 |
|
Unaudited |
Unaudited |
Audited |
|
£ |
£ |
£ |
Authorised share capital: |
|
|
|
Unlimited ordinary shares of $0.001 each |
- |
- |
- |
|
|
|
|
|
|
|
|
Fully subscribed shares |
|
|
|
29,950,000 ordinary shares of $0.04 each |
1,200,000 |
1,200,000 |
1,200,000 |
Exchange rate adjustment |
1.3649 |
1.3649 |
1.3649 |
29,950,000 ordinary shares in GBP |
879,185 |
879,185 |
879,185 |
Placing 5,999,999 ordinary shares of £0.04 |
240,000 |
240,000 |
240,000 |
Conversion of shares to par value of $.0001 at rate of 1.3649 |
(1,092,810) |
- |
(1,092,810) |
Issuance of 66,666,666 shares for acquisition of id4 AG |
50,387 |
- |
50,387 |
Placing of 54,375,000 shares of $0.001 |
40,988 |
- |
40,988 |
Less fair value of options and warrants |
- |
(74,330) |
- |
Total |
117,750 |
1,044,855 |
117,750 |
|
|
|
|
|
Number |
Number |
Number |
|
of shares |
of shares |
of shares |
Fully subscribed shares |
157,041,665 |
35,999,999 |
157,041,665 |
|
|
|
|
Balance at close of period |
157,041,665 |
35,999,999 |
157,041,665 |
Under the Company’s articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided that any such redemption is pro rata to each shareholders’ then percentage holding in the Company.
On the 14th April 2021, a total of 5,999,999 new DIs (the "Placing DIs") were placed by at a price of £0.04 per Placing DIs (the "Placing") with existing and new investors ("Placees") raising gross proceeds of approximately £240,000. The Placing DIs represent Ordinary Shares representing 20 per cent. of the Ordinary Share capital of the Company prior to the Placing.
On the 16th August 2021 the Board announced that the par value of its issued and outstanding ordinary shares of no par value had changed to US$0.001 per Ordinary Share. The total number of issued shares with voting rights remained unchanged at 35,999,999 Ordinary Shares. Aside from the change in nominal value, the rights attaching to the Ordinary Shares (including all voting and dividend rights and rights on a return of capital) remained unchanged.
On the 17th December 2021, following the acquisition of id4 AG, 66,666,666 New Ordinary Shares of $0.001 were issued to the shareholders of id4 in settlement of consideration for the acquisition and the Company was readmitted to trading on the London Stock Exchange.
On the 17th December 2021, alongside the acquisition of id4 AG, 54,375,000 New Ordinary Shares of $0.001 were issued in a further placing with existing and new investors, raising a total of £2,175,000.
Thalassa Holdings Ltd, which holds shares in the Group is related by common control through the Chairman, Duncan Soukup.
Thalassa Holdings Ltd invoiced the Group for administration costs totalling £8,709 (June 2021:£37,293, Dec 2021: £48,302)). At the period end the balance owed to Thalassa totalled £340,768 (June 2021: £26,147, Dec 2021: £360,264.
Consultancy and administrative services were accrued on behalf of a company in which the Chairman has a beneficial interest, the Group were invoiced £77,556 of fees in the period (Jun 2021: £9,525. Dec 2021:£19,263).
Athenium Consultancy Ltd, a company controlled by the Director, Tim Donell, and in which the Group owns shares invoiced the group for financial and corporate administration services totalling £75,000 for the period (Jun 2021: nil, Dec 2021: nil).
There were no subsequent events to report
The interim report is available on the Company’s website: www.anemoi-international.com.
ISIN: | VGG0419A1057 |
Category Code: | IR |
TIDM: | AMOI |
LEI Code: | 213800MIKNEVN81JIR76 |
OAM Categories: | 1.2. Half yearly financial reports and audit reports/limited reviews |
Sequence No.: | 180577 |
EQS News ID: | 1417919 |
End of Announcement | EQS News Service |