Share Name Share Symbol Market Type Share ISIN Share Description
Angelfish Investments plc NEX:ANGP NEX Ordinary Share GB00B28HZ894
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 0.025 0.02 0.04 0.025 0.025 0.025 0.00 07:51:51
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
- - - -

Angelfish Investments Plc Final Results

24/06/2019 7:00am

UK Regulatory (RNS & others)


 
TIDMANGP 
 
24 June 2019 
 
                           Angelfish Investments Plc 
                        ("Angelfish" or "the Company") 
 
               Final Results for the year ended 31 December 2018 
 
Board Statement 
 
The Company's principal activity is that of an investment trading company 
listed on the NEX Exchange Growth Market with trading symbol ANGP for its 
ordinary shares and ANGS for its preference shares. The Company also charges 
management fees providing finance support and director services to its 
investment companies. 
 
The Company's investment strategy is to invest in businesses and companies in 
the service and technology sectors, including products related to social or 
life enhancement. The Directors are seeking to identify investee businesses and 
companies where they perceive the opportunity for significant growth through 
early stage, start up, opportunities and/or market opportunities. The Company 
principally invests through secured convertible loan notes or acquire 
controlling shareholdings in UK based or overseas companies whose managements 
are proposing to seek a stock market quotation in the short/medium term, 
although the acquisition of minority interests in companies already admitted to 
the AIM market of the London Stock Exchange or NEX Exchange Growth Market will 
not necessarily be precluded. 
 
The Directors will also consider investment opportunities where the natural 
exit strategy will be through a trade sale. The focus is also on investing in a 
range of early stage companies seeking seed or follow on funding, where the 
Directors perceive the opportunity for significant growth, in the service and 
technology sectors, including products related to social or life enhancement. 
 
Additionally the Company will consider other complementary investment 
opportunities including but not specifically pre IPO funding. The Board will 
look to provide management support to those companies as they progress in their 
growth and development. In so doing the Directors believe that this will assist 
in the opportunity to achieve healthy returns whilst minimising the investment 
risk. Subsequent to the year-end two further investments have been made and the 
Board continues to review other potential opportunities. 
 
During the year to 31 December 2018 ("the Year") the Company made a loss before 
amortisation of preference shares of GBP1,174,781 (31 December 2017: profit of GBP 
708,126). The loss is after providing for a potential bad debt of GBP941,891 in 
respect of aged debts and loans which the Company is uncertain of receiving. 
Additionally there are fair value charges to the profit and loss account of GBP 
130,078. 
 
The loss before taxation for the Year was GBP1,646,904 (31 December 2017: profit 
of GBP257,811). Costs of GBP472,123 (31 December 2017: GBP450,315) are in respect of 
amortisation of the Company's preference shares. This is a non cash item and is 
charged pro rata in the Company's Income Statement until maturity of the 
preference shares on 31 March 2021 so that the preference share carrying value 
in the Company's Statement of Financial Position equates to the full redemption 
value on maturity. 
 
The Directors consider it appropriate to draw attention to one of the key 
issues affecting the results for the year. Investments are held at fair value 
assessed in accordance with IFRS9. This year this treatment has required us to 
recognise our current year's pre revenue investments at cost given the most 
recent transactions are equity investments. No fair value uplift has been 
recognised in these accounts. Given the nature of our recent investments, 
technology sector start-ups, this does not allow for any fair value uplift 
which may have been achieved in the individual investee companies from the use 
of investment funds during the year. In 2018 our two new investments have made 
good progress but are not expected to move into revenues until this year. Any 
gain in value is not be reflected in these accounts. 
 
The impact on our Balance Sheet from this treatment has resulted in the 
reserves position moving into one of accumulated losses. The Company now has an 
inability to pay dividends to the preference shareholders due to the lack of 
distributable reserves with a significant provision against loan receivables 
recognised in the current financial year.  It is unlikely that the 
distributable reserve position will change in the foreseeable future so the 
Board have taken immediate steps to address the position. 
 
Following discussions with our professional advisers, the Board is intending to 
seek a capital reduction which would have the effect of cancelling the 
preference shares and raising replacement capital through the issue of bonds 
carrying an equivalent yield. These proposals will require the approval of 
ordinary and preference shareholders at general meetings and a circular will be 
sent to shareholders convening these meetings, setting out the process, 
sequence and timetable and explaining in detail the impact of the intended 
changes. 
 
In January the Company entered into a secured Convertible Loan Note agreement 
with YBOO Limited ("YBOO") convertible into 15% of YBOO which the company 
subsequently exercised. This was increased in July to a total of 20% and was 
further increased in November by a further 15%, to a total of 35%. The total 
consideration for all the tranches up to GBP650,000. As part of this latter 
agreement the Company agreed to provide a working capital loan of up to GBP 
1.5million secured over the assets of YBOO.  This funding package is intended 
to allow YBOO to continue its UK and international rollout campaign and 
continue with an accelerated development of YBOO products. 
 
YBOO owns and operates a UK mobile app which enables the customer to know which 
mobile network and deal is best for them. It also provides in depth consumer 
data to mobile operators through it's Insight Portal. According to Which? in 
2015, UK consumers overpaid by an average of GBP159. More recent research 
conducted by The Citizens Advice Bureau, shows 36% of consumers overpay by 
between GBP22 and GBP38 per month, equivalent to between GBP264 and GBP456 per year. 
 
The free to use app assesses customers actual usage and signal strength based 
on their individual most often used geographical locations across the spectrum 
of mobile service offers, which are updated to provide real time costs and 
charges. The customer then receives recommendations on the most suitable deal 
matched to their own personal usage and behaviour. The Insight Portal is the 
platform YBOO has developed to store the data generated by the app. This is 
particularly attractive to mobile operators as it represents live information 
from consumers actual experience. Mobile Operators may then use this in 
assessing their range of tariffs by understanding how these rank for individual 
customers and thereby seek to ensure their tariffs are suitably competitive. 
 
In August the Company agreed to subscribe for GBP150,000 of secured convertible 
loan notes ("Loan Notes") issued by Wallet Ads Ltd ("Wallet Ads"). On 2 January 
2019, the Company announced that following the final instalment on 31 December 
2018, the full amount of the loan was converted into equity representing 20% of 
the ordinary share capital of Wallet Ads. 
 
Wallet Ads owns and operates a mobile engagement platform that combines mobile 
wallet passes (Apple Wallet / Google Pay), HTML5 web and social media 
(Facebook, Twitter, WhatsApp) technologies to enable brands to deliver digital 
vouchers or passes direct to consumers' smartphones. There is no need for a 
consumer to register or download an app to engage with the technology which is 
free to the consumer and self-funding to the brand. The platform is supported 
by cutting edge and highly complex serverless infrastructure capable of 
updating up to one million devices per minute. This investment is intended to 
enable Wallet Ads to continue to innovate, further develop its platform and 
build the necessary awareness and credibility in the market for planned 
expansion in 2019. 
 
Last year we reported that the Company provided a loan facility to Rapid 
Nutrition Plc ("Rapid") a natural healthcare company focused on the research, 
development and production of a range of life science products. Rapid is 
presently listed on the SIX Swiss Exchange, Zurich and has also applied for the 
dual admission of its existing issued shares to the OTCQB listing segment of 
the OTC Market. 
 
Due to delays in the Admission process, and, after a number of variations 
agreed as a result of this, on 2 January 2019, the Company agreed to amend the 
terms of the Loan with repayment now to be made in equal monthly instalments 
starting on 31 January 2019, or earlier at Rapid's sole discretion with 
interest continuing to accrue until the Loan is redeemed in full. Additionally 
arrears of previously charged interest is to be settled by the immediate issue 
and allotment of 50,000 fully paid ordinary shares in Rapid. 
 
In consideration for the Company agreeing to the amended repayment terms of the 
Loan, Rapid shall pay a fee equal to GBP26,640 to be satisfied by the immediate 
issue and allotment of 200,000 fully paid ordinary shares in Rapid to 
Angelfish. 
 
We also reported last year that we had provided a loan facility, to X Markets 
Group Limited ("XMG"). XMG seeks to provide non-bank liquidity offering 
executable prices for a variety of mainly spot products which includes CFDs, 
FX, futures and equities. It streams prices to its clients who are forex and 
CFD brokers as well as tier-1 & tier-2 banks, brokers and other financial 
institutions (and exchanges) for their own clients' order execution. 
 
The Company continues to work with the director of XMG, who after some delays 
in securing the funding needed to commence trading, has confirmed that this is 
expected in the very near future with trading commencing shortly thereafter. 
This delay has been a factor in the results for the current year as it is 
appropriate to provide for any previously recognised gains and for amounts due 
until this commences. This treatment is therefore reflected in the accounts 
accompanying this report. 
 
We continue to appraise the merits and added value of the investment in OME. 
Despite some progress OME continues to experience ongoing delays in their next 
funding round. Although we are in regular contact the Directors propose to make 
a substantial provision against the balance owed by OME which is reflected in 
the results for the year. 
 
The Company's risks and uncertainties can be grouped into four categories; 
strategic, financial, operational and compliance. In so doing the Company 
continually seeks suitable investments not specifically in the UK that will 
provide an adequate return in the short to medium term (strategic). The Company 
can, but is not limited to, raising funds through its ordinary and preference 
shares whilst ensuring the cost of capital is attractive to investors but can 
be maintained by the Company (financial). The Company operates at a low cost 
base but ensures that it rewards the directors appropriately and support its 
advisor costs so it can operate effectively in order to achieve its strategic 
goals (financial). The Company must also retain suitably experienced directors 
and advisors to maintain its listing on the NEX Exchange Growth Market and 
comply with all its regulatory obligations (compliance). 
 
Key Performance Indicators ("KPIs") provide an illustration of management's 
ability to successfully deliver against the Company's strategic objectives. The 
Board periodically reviews the KPIs of the Company taking into account the 
strategic objectives and the challenges facing implementation of such. The 
measures reflect the Company's development focused strategy, the importance of 
a positive cash position and our underlying commitment to ensuring safe 
operations. These KPI's can be categorised into operational and financial. 
These include, but are not limited to, adopting an agreed risk based strategy 
and monitoring its successful implementation on a regular basis (operational); 
return on investment both income and capital, control of overheads and costs, 
current and forecast Company cash balances and availability of future funding 
being sufficient to support the needs of the business and service the Company's 
current debt (financial). 
 
In measuring these KPIs, the Company's investment balance has been fully 
appraised and is shown in the balance sheet at fair value for held investments 
and matured investments at future expected cash flow receipts. The Company's 
cash balance at 31 December 2018 stood at GBP1,484,236 and the Company's total 
assets have increased from GBP1,993,504 to GBP2,948,982 in the Year. 
 
The Directors continue to explore and consider other investment opportunities 
which are in accordance with the Company's stated investment strategy. 
 
 
 
Richard Walker 
Director 
On Behalf of the Board 
Dated:  21 June 2019 
 
 
 
 
STATEMENT OF COMPREHENSIVE INCOME 
FOR THE YEARED 31 DECEMBER 2018 
 
                                                                  Year ended    Year ended 
                                                                      31 Dec        31 Dec 
                                                                        2018          2017 
                                                                         GBP           GBP 
 
Revenue                                                                    -             - 
 
Cost of sales                                                              -             - 
 
Gross profit/(loss)                                                        -             - 
 
Other operating income                                                39,750         9,000 
 
Administrative expenses                                            (166,136)     (141,370) 
 
Loss before investment activities                                  (126,386)     (132,370) 
 
Fair value of receivables through profit and loss                  (130,078)        95,954 
 
Profit on disposal of investment                                           -       617,575 
 
                                                                      42,958             - 
Revaluation of loan 
 
(Provision against)/provision released loans                       (941,891)       214,222 
receivable 
 
Interest income                                                      174,673        72,797 
 
Interest payable at 7.1% on preference shares                      (194,057)     (160,052) 
 
(Loss)/profit before amortisation of preference                  (1,174,781)       708,126 
shares 
 
Amortisation of preference shares                                  (472,123)     (450,315) 
 
(Loss)/profit before taxation                                    (1,646,904)       257,811 
 
Taxation expense                                                           -             - 
 
(Loss)/Profit for the period                                     (1,646,904)       257,811 
 
Other comprehensive income                                                 -             - 
 
Total comprehensive income attributable to equity                (1,646,904)       257,811 
holders of the company 
 
Earnings per share for profit attributable to the 
equity shareholders 
 
Basic earnings per ordinary share (p)                                (0.232)         0.036 
 
Diluted earnings per ordinary share (p)                              (0.232)         0.036 
 
The accounting policies and notes set out below form an integral part of these 
financial statements. 
 
There are no recognised gains and losses other than those passing through the 
income statement 
 
 
 
 
STATEMENT OF FINANCIAL POSITION 
AS AT 31 DECEMBER 2018 
 
                                                                     31 Dec     31 Dec 
                                                                       2018       2017 
                                                                        GBP        GBP 
 
Assets 
 
Non-current assets 
 
Share Investment                                                    821,537          - 
 
 
                                                                    821,537          - 
 
Non-current assets 
 
Trade and other receivables falling due after more than             152,899    423,599 
one year 
 
Current assets 
 
Short term investments                                               45,988    124,444 
 
Trade and other receivables falling due within one year             444,322    868,293 
 
Cash and cash equivalents                                         1,484,236    577,168 
 
 
                                                                  2,127,445  1,569,905 
 
 
Total assets                                                      2,948,982  1,993,504 
 
Equity and liabilities 
 
Equity 
 
Issued share capital                                                 71,008     71,008 
 
Share premium                                                             -          - 
 
Retained earnings                                                 (613,794)  1,033,110 
 
 
                                                                  (542,786)  1,104,118 
 
 
Non-current liabilities 
Loans and borrowings                                              3,349,248    791,125 
 
Current liabilities 
 
Trade and other payables                                            142,520     98,261 
 
 
Total liabilities                                                 3,491,768    889,386 
 
 
Total equity and liabilities                                      2,948,982  1,993,504 
 
 
 
 
 
STATEMENT OF CHANGES IN EQUITY 
FOR THE YEARED 31 DECEMBER 2018 
 
                                  Number    Nominal     Share     Retained 
                               of shares      value   capital     earnings      Total 
                                                  p       GBP          GBP        GBP 
 
Balance at 31 December 2016  710,082,349       0.01    71,008      775,299    846,307 
 
Profit for period                      -          -         -      257,811    257,811 
 
Other comprehensive income             -          -         -            -          - 
for the year 
 
Total comprehensive income             -          -         -      257,811    257,811 
for the year 
 
Balance at 31 December 2017  710,082,349       0.01    71,008    1,033,110  1,104,118 
 
Loss for period                        -          -         -  (1,646,904)  (1,646,904) 
 
Other comprehensive income             -          -         -            -            - 
for the year 
 
Total comprehensive income             -          -         -  (1,646,904)  (1,646,904) 
for the year 
 
Balance at 31 December 2018  710,082,349       0.01    71,008    (613,794)    (542,786) 
 
 
 
 
STATEMENT OF CASH FLOWS 
FOR THE YEARED 31 DECEMBER 2018 
 
                                                                  Year ended      Year 
                                                                      31 Dec     ended 
                                                                        2018    31 Dec 
                                                                         GBP      2017 
                                                                                   GBP 
 
Cash flow from operating activities 
 
(Loss)/profit before taxation                                    (1,646,904)   257,811 
 
Adjustments for: 
 
Profit on sale of investment                                               -   419,035 
 
Amortisation adjustment on preference shares                         472,123   450,315 
 
Investment and loan write (back)/down                                      - (412,762) 
 
Interest receivable                                                (174,673)  (72,796) 
 
Interest payable                                                     194,057   160,052 
 
Foreign exchange                                                    (42,958)         - 
 
Loss/(gain) on financial assets FVTPL                              1,071,969         - 
 
Increase/(decrease) in trade and other receivables                    32,605 (574,624) 
 
Increase in trade and other payables                                  10,255    22,376 
 
Net cash (outflow)/inflow from operating activities                 (83,526)   249,407 
 
Cash flows from investing activities 
 
Purchase of non-current assets                                     (821,537) (134,206) 
 
(Increase)/decrease in short term investments                              - (124,444) 
 
(Increase) in loans receivable                                     (113,816)         - 
 
Interest income                                                            -    20,019 
 
Net cash outflow from investing activities                         (935,353) (238,631) 
 
Cash flow from financing activities 
 
Preference dividends payable                                       (160,053) (160,052) 
 
Proceeds from issue of shares                                      2,086,000         - 
 
Net cash inflow from financing activities                          1,925,947 (160,052) 
 
Net increase in cash in the year                                     907,068 (149,276) 
 
Cash and cash equivalents at the beginning of the year               577,168   726,444 
 
Cash and cash equivalents at the end of the year                   1,484,236   577,168 
 
The accounting policies and notes set out below form an integral part of these 
financial statements. 
 
Notes to the financial information 
 
 
1.   General information 
 
The principal activity of Angelfish Investments Plc is that of an investment 
company. 
 
The company is a public limited company incorporated and domiciled in the 
United Kingdom, having a registered office at Kings Court, Railway Street, 
Altrincham, Cheshire, WA14 2RD.  The registered number of the company is 
06400833. 
 
2.   Basis of preparation 
 
The financial statements have been prepared in accordance with International 
Financial Reporting Standards IFRS as developed and published by the 
International Accounting Standards Board (IASB) as adopted by the European 
Union EU, IFRIC interpretations and the Companies Act 2006 applicable to 
companies reporting under IFRS. 
 
Standards, amendments and interpretations to existing standards that have been 
issued and are effective at the balance sheet date have been applied in the 
financial statements. 
 
The Company applied IFRS 9 for the first time from 1 January 2018. 
 
IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition 
and Measurement for annual periods beginning on or after 1 January 2018, 
bringing together all three aspects of the accounting for financial 
instruments: classification and measurement; impairment; and hedge accounting. 
The Company has applied IFRS 9 with the initial application date of 1 January 
2018 and has not adjusted the comparative information for the period beginning 
1 January 2017. 
 
The financial information has been prepared on a going concern basis under the 
historical cost convention, as modified by the revaluation of certain financial 
assets at fair value through the income statement. 
 
The preparation of financial information in conformity with IFRS requires 
management to exercise its judgement in the process of applying the group's 
accounting policies. The areas involving a higher degree of judgement or 
complexity, or areas where assumptions and estimates are significant to the 
financial information are disclosed in the summary of significant accounting 
policies below. 
 
The Company's business activities, together with factors likely to affect its 
future operations, financial position and liquidity position have been 
considered by the directors of the Company. The Directors, having made due and 
careful enquiry, are of the opinion that the Company has adequate working 
capital to execute its operations over the next 12 months. The Directors, 
therefore, have made an informed judgement, at the time of approving financial 
statements, that there is a reasonable expectation that the Company has 
adequate resources to continue in operational existence for the foreseeable 
future. As a result, the Directors have continued to adopt the going concern 
basis of accounting in preparing the annual financial statements. 
 
3.   Summary of significant accounting policies 
 
The principal accounting policies applied in the preparation of these financial 
statements are set out below. These policies have been consistently applied to 
all the periods presented, unless otherwise stated. 
 
Other receivables 
 
Other receivables are measured at the amount recognised at initial recognition 
(the amortised cost) minus principal repayments, plus or minus the cumulative 
amortisation of any difference between that initial amount and the maturity 
amount, and any loss allowance. Interest income is calculated using the 
effective interest method and is recognised in profit and loss. Financial 
assets at amortised cost are subsequently measured using the effective interest 
rate (EIR) method and are subject to impairment. Interest received is 
recognised as part of finance income in the statement of profit or loss and 
other comprehensive income. Gains and losses are recognised in profit or loss 
when the asset is derecognised, modified or impaired. The Company's financial 
assets at amortised cost include other receivables. 
 
The amount of any provision is the difference between the asset's carrying 
amount and the present value of estimated future cash flows, discounted at the 
original effective interest rate.  The carrying amount of the asset is reduced 
through the use of an allowance account, and the amount of the loss is 
recognised through profit and loss.  When a receivable is uncollectible, it is 
written off against the allowance account for trade receivables.  Subsequent 
recoveries of amounts previously written off are credited in the profit and 
loss. 
 
Cash and cash equivalents 
 
Cash comprises cash on hand and demand deposits.  Cash equivalents are short 
term, highly liquid investments that are readily convertible to known amounts 
of cash. 
 
Trade and other payables 
 
Trade and other payables are recognised initially at fair value and 
subsequently measured at amortised cost using the effective interest method. 
 
Investments 
 
The Company's financial asset investments, which under IAS 39, were classified 
and measured at fair value, continue to be done so under IFRS 9, with changes 
in fair value recognised in profit and loss as they arise. 
 
Gains and losses on investments disposed of or identified are included in the 
net profit or loss for the period. 
 
The Company is an investing company. Investments held by the Company are held 
for resale. Therefore where the Company's equity stake in an investee company 
is 20% or more equity accounting for associates is not considered to be 
appropriate. 
 
Foreign currency translation 
 
(a) Functional and presentation currency 
 
The financial information is presented in pounds sterling, which is the 
company's functional and presentation currency. 
 
(b) Transactions and balances 
 
Foreign currency transactions are translated into the functional currency using 
the exchange rates prevailing at the dates of the transactions.  Foreign 
exchange gains and losses resulting from the settlement of such transactions 
and from the translation at year-end exchange rates of monetary assets and 
liabilities denominated in foreign currencies are recognised in the income 
statement. 
 
Segmental reporting 
 
A business segment is a group of assets or operations engaged in providing 
services that are subject to risks and returns that are different from those of 
other business segments.  A geographical segment is engaged in providing 
services within a particular economic environment that is subject to different 
risks and returns from other segments in other economic environments. 
 
Expenses 
 
All expenses are accounted for on an accruals basis. 
 
Current and deferred income tax 
 
The current income tax charge is calculated on the basis of the tax laws 
enacted or substantively enacted at the balance sheet date. Management 
periodically evaluates positions taken in tax returns with respect to 
situations in which applicable tax regulation is subject to interpretation and 
establishes provisions where appropriate on the basis of amounts expected to be 
paid to the tax authorities. 
 
Deferred income tax is provided in full, using the liability method, on 
temporary differences arising between the tax bases of assets and liabilities 
and their carrying amounts. However, the deferred income tax is not accounted 
for if it arises from initial recognition of an asset or liability in a 
transaction other than a business combination that at the time of the 
transaction affects neither accounting nor taxable profit or loss. Deferred 
income tax is determined using tax rates (and laws) that have been enacted or 
substantially enacted by the balance sheet date and are expected to apply when 
the related deferred income tax asset is realised or the deferred income tax 
liability is settled. 
 
Deferred income tax assets are recognised to the extent that it is probable 
that future taxable profit will be available against which the temporary 
differences can be utilised. 
 
Preference shares 
 
Preference share capital is classified as equity if it is non-redeemable, or 
redeemable only at the Company's option, and any dividends are discretionary. 
Discretionary dividends thereon are recognised as distributions within equity 
upon approval by the Company's shareholders. 
 
Preference share capital is classified as a financial liability if it is 
redeemable on a specific date or at the option of the shareholders, or if 
dividend payments are not discretionary. Non-discretionary dividends thereon 
are recognised as interest expense in the income statement as accrued. 
 
Preference share capital and premium is included at fair value. Costs 
associated with preference share funds raised are amortised in the Income 
Statement over the remaining life of the Preference shares. 
 
Capital 
 
The objectives when managing capital are to safeguard the company's ability to 
continue as a going concern in order to provide returns for shareholders and 
benefits for other stakeholders and to maintain a capital structure that 
optimises the cost of capital. In order to maintain or adjust the capital 
structure the company may adjust the amount of dividends paid to shareholders, 
return capital to shareholders, issue new shares or sell assets to reduce debt. 
 
Capital comprises all components of equity; share capital, share premium, and 
retained earnings. 
 
Equity Settled share option plan 
 
The Company has applied the requirements of IFRS2 Share-based payments in 
accordance with current provisions. The company issues equity-settled share 
based payments to certain employees, which are measured at fair value at the 
date of grant. The fair value determined at the date of grant is expensed on a 
straight line basis over the vesting period, based on the company's estimate of 
shares that will eventually vest.  The fair value is determined by use of the 
share based payments intrinsic value.  Management do not believe the fair value 
can be measured reliably by use of an option pricing model, based on the fact 
that the company has only relatively recently obtained a listing and no 
reliable historical data is available. 
 
4.   Future changes in accounting policies - standards issued but not yet 
effective 
 
New standards and interpretations not yet adopted: 
 
At the date of approval of the financial statements, there are a number of new 
standards and amendments to standards and interpretations that have been issued 
but are not yet effective and, in some cases, have not yet been adopted by the 
EU. 
 
The Directors do not consider that the above standards and interpretations will 
have a material effect on the presentation of the financial statements in the 
period of initial application or subsequently. 
 
Key sources of estimation and uncertainty 
 
In the application of the company's accounting policies, which are described in 
note 3, management is required to make judgements, estimates and assumptions 
about the carrying values of assets and liabilities that are not readily 
apparent from other sources. The estimates and underlying assumptions are based 
on historical experience and other factors that are considered to be relevant. 
Actual results may differ from these estimates. 
 
The estimates and underlying assumptions are reviewed on an ongoing basis. 
Revisions to accounting estimates are recognised in the period in which the 
estimate is revised if the revision affects only that period, or in the period 
of the revision and future periods if the revision affects both current and 
future periods. 
 
The key sources of estimation uncertainty that have a significant effect on the 
amounts recognised in the financial statements are described below. 
 
Allowance for trade and other receivables 
 
The loss allowances for financial assets are based on assumptions about risk of 
default and expected loss rates. The Company uses judgement in making these 
assumptions and selecting the inputs to the impairment calculation, based on 
the Company's past history, existing market conditions as well as forward 
looking estimates at the end of each reporting period. 
 
Fair value of the investments 
 
All equity investments in scope of IFRS 9 are measured at fair value in the 
statement of financial position, with present value changes in the profit and 
loss. Fair value is calculated at cost which is deemed appropriate for early 
stage, pre revenue companies. 
 
Fair value adjustment to preference shares to increase borrowings to redemption 
value 
 
The 10p preference shares are redeemable on 31 March 2021 at GBP1 per preference 
share.  The directors have spread the fair value uplift from the initial 
nominal value of 10p following cancelling of the 90p share premium to GBP1 over 
the life of the preference shares. 
 
5.   Segmental analysis 
 
Based on risks and returns, the directors consider that the primary reporting 
format is by business segment.  The directors consider that there are two 
business segments: 
 
-           That of an investment trading company seeking to make capital and 
interest returns on its investments and 
 
-           Receiving management fees from its investment companies 
 
Geographical segment 
 
                                                         2018        2017 
                                                          GBP         GBP 
 
Other operating income from management fees: 
 
UK                                                     39,750       9,000 
 
Total                                                  39,750       9,000 
 
 
 
 
                                                         2018        2017 
                                                          GBP         GBP 
 
Balance sheet - Net book value of segment assets 
 
UK - investments                                      821,537           - 
 
Total                                                 821,537           - 
 
6.   Expenses 
 
The following material expenses are included in administrative expenses: 
 
                                                         2018        2017 
                                                          GBP         GBP 
 
Directors' emoluments                                  20,750      12,000 
 
Hotel and travel                                        9,639      10,208 
 
Professional fees                                      55,308      47,144 
 
Consultancy fees                                       60,053      45,410 
 
7.   Loss before tax 
 
Loss before tax, all of which arises from the company's principal activities, 
is stated after charging: 
 
                                                         2018        2017 
                                                          GBP         GBP 
 
Fees payable to the Company's auditor for : 
 
- Audit of the Company                                 20,000      11,000 
 
- Other services                                            -           - 
 
- Foreign exchange gain                              (42,958)           - 
 
8.   Personnel costs 
 
Excluding directors, there are no employees (2017: 0). 
 
The directors' emoluments are disclosed in note 5. The directors are considered 
the only key management personnel. The emoluments paid to directors are 
management fees. 
 
9.   Interest Income 
 
                                                         2018     2017 
 
                                                          GBP      GBP 
 
Loan interest receivable                              174,673   72,797 
 
Total                                                 174,673   72,797 
 
10.  Taxation expense 
 
The taxation provision for the period is different to the standard rate of 
corporation tax in the UK of 19% (2017: 20%). The differences are explained 
below: 
 
                                                              2018        2017 
 
                                                               GBP         GBP 
 
(Loss)/profit before tax                               (1,646,904)     257,811 
 
Taxation at the UK corporation tax rate of 19% (2017:    (312,911)      51,562 
20%) 
 
Effects of: 
 
Adjustment on preference shares                             89,703      69,052 
 
Preference dividends paid                                   36,871      32,010 
 
Loss/(profit) during the year carried forward              186,337   (152,624) 
 
Tax expense                                                      -           - 
 
No deferred tax asset has been provided in respect of tax losses as their 
crystallisation is not certain. At the balance sheet date there are 
approximately GBP2,421,597 (2017: GBP1,193,475) of losses carried forward. 
 
11.  Dividends 
 
No ordinary dividends have been proposed by the company for the period ended 31 
December 2018 or the prior period. 
 
This announcement contains information which, prior to its disclosure, was 
inside information for the purposes of Article 7 of EU Regulation 596/2014. 
 
THE DIRECTORS OF THE COMPANY TAKE RESPONSIBILITY FOR THE CONTENTS OF THIS 
ANNOUNCEMENT 
 
 
Enquiries: 
 
Angelfish Investments Plc 
Richard Walker                           +44 (0)7772 013116 
 
NEX Exchange Corporate Adviser           +44 (0)207 213 0880 
Cairn Financial Advisers LLP 
David Coffman / Richard Nash 
 
About Angelfish Investments Plc 
 
The Company's Ordinary Shares and Preference Shares are admitted to trading on 
the NEX Exchange Growth Market in London. The Company has the NEX trading 
symbol ANGP for its Ordinary Shares and ANGS for its Preference Shares. 
 
                                  ---ENDS--- 
 
 
 
END 
 

(END) Dow Jones Newswires

June 24, 2019 02:00 ET (06:00 GMT)

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