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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Apq Global Limited | LSE:APQ | London | Ordinary Share | GG00BZ6VP173 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 6.50 | 5.00 | 8.00 | 6.50 | 5.425 | 6.50 | 0.00 | 08:00:06 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | -8.86M | -16.37M | -0.2083 | -0.31 | 5.11M |
From May 2022 to May 2024
TIDMAPQ
RNS Number : 4563N
APQ Global Limited
01 June 2022
APQ Global Limited
("APQ Global" or the "Company")
Final results for the year to 31 December 2021
FINANCIAL HIGHLIGHTS
For the year ended 31 December 2021
Book Value at 31 December 2021 was $23.59m, a decrease from $31.24m at the start of the year. The term "book value" herein includes the assets of APQ Global Limited and its subsidiaries [1] net of any liabilities, presented in US dollars.
Book Value per share in the year decreased from 39.88 cents to 30.07 cents.
Loss per share for the year was $0.09684 (2020: $0.51642).
Dividends paid are considered a Key Performance Indicator [2] (KPI) of the business. No dividends were paid or declared during the year due to dividend hold in place (2020: 1.5 pence/2 cents per share).
In the year covered by these financial statements, the share price of the Company has consistently traded at a discount to the actual Book Value of the Company.
Since 1 January 2021, the following securities have been admitted to the Official list of the International Stock Exchange:
Entity Type of instrument No. of instruments Date admitted APQ Global Limited Ordinary shares 26,578 15 January 2021 APQ Global Limited Ordinary shares 26,578 19 April 2021 APQ Global Limited Ordinary shares 26,578 30 July 2021 APQ Global Limited Ordinary shares 26,578 21 October 2021
There have been further AIM market trades since 31 December 2021, details of these can be found on the London Stock Exchange website by following the link below. Monthly book values and quarterly reports are also made available as they fall due.
http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GG00BZ6VP173GGGBXASQ1. html
Further, the following instruments were de-listed from the Official list of the International Stock Exchange during the year:
Hot Features
Premium
Entity Type of instrument No. of instruments Date delisted
APQ Global Limited Share warrants 1,000,000 9 November 2021
Convertible preference
APQ Global Limited shares 268,000 9 November 2021
The share warrants were cancelled with no consideration while the convertible preference shares were repurchased at a rate of 298.51 US cents per convertible preference share.
For further enquiries, please contact:
APQ Global Limited Bart Turtelboom - Chief Executive Officer 020 3478 9708 N+1 Singer - Nominated Adviser and Broker James Maxwell / Justin McKeegan Carey Group - TISE sponsor Claire Torode 01481 737 279 Investor Relations IR@APQGlobal.com
Notes to Editors
APQ Global (ticker: APQ LN) is an investment company incorporated in Guernsey. The Company focuses its investment activities globally (in Asia, Latin America, Eastern Europe, the Middle East, Africa and the Channel Islands, particularly).
The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses as well as earning revenue from income generating operating activities in capital markets*. APQ Global run a well-diversified and liquid portfolio, take strategic stakes in selected businesses and plan to take operational control of companies through the acquisition of minority and majority stakes in companies with a focus on emerging markets.
*Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.
For more information, please visit apqglobal.com
DIRECTORY Company number: 62008
Registered Office and Business Address: Directors:
PO Box 142 Bart Turtelboom
The Beehive Wayne Bulpitt CBE
Rohais, St Peter Port Philip Soulsby
Guernsey Wadhah Al-Adawi
GY1 3HT
Company Secretary and Nominated Adviser and Broker:
Singer Capital Markets
Corporate Services Provider: Limited
Parish Group Limited 1 Bartholomew Lane
PO Box 142 London
The Beehive United Kingdom
Rohais, St Peter Port EC2N 2AX
Guernsey
GY1 3HT
Registrar and Transfer
Agent: Principal Bankers:
Link Group Credit Suisse
10(th) Floor Paradeplatz 8
Central Square CH-8070
29 Wellington Street Zurich
Leeds Switzerland
LS1 4DL
Solicitors Advocates
As to English law: As to Guernsey law:
Stephenson Harwood LLP Mourant Ozannes
1 Finsbury Circus 1 Le Marchant Street
London St Peter Port
United Kingdom Guernsey
EC2M 7SH GY1 4HP
Independent
CISEA Sponsor: auditor:
Carey Commercial Limited BDO LLP
1st & 2nd Floors 55 Baker Street
Elizabeth House London
Les Ruettes Brayes United Kingdom
St Peter Port W1U 7EU
Guernsey
GY1 4LX
For the latest information,
please visit:
www.apqglobal.com
CHAIRMAN'S STATEMENT
For the year ended 31 December 2021
The aim of the Board is to steadily grow the Company's earnings seeking to deliver attractive returns and capital growth through a combination of building growing businesses globally as well as earning revenue from income generating operating activities [3] . Specifically, our goals are to deliver a dividend yield of 6% per annum (based on capital subscribed) [4] and in addition to generate returns to grow the Company by a further 5-10% per annum [5] . The Company focuses its investment activities globally (in Asia, Latin America, Eastern Europe, the Middle East, Africa, as well as the Channel Islands).
Book Value per share in the year decreased from 39.88 cents to 30.07 cents. The Total Return for the year was -24.59% [6] .
Direct Investment Portfolio
In the first quarter of 2021, the Company completed the 70% acquisition of Delphos FMA in Canada for a total consideration of $415,000 representing 1.76% of the Group's book value at 31 December 2021. Delphos FMA is a Canadian consulting firm that provides investment and risk management services to investors in the emerging and frontier markets. FMA's expertise includes impact investing and development financing. FMA is a member of CAFIID - Canada Forum for Impact Investment and Development. FMA's core clients are EM private investment funds, development finance institutions, governments, other development organizations.
This investment was an excellent complementary addition to Delphos International which was acquired in 2020. This increased the total number of businesses into the direct investment portfolio to 5. Parish Group, Delphos International, Delphos - FMA, New Market and Palladium.
Gearing
In January 2020, in relation to the acquisition of Parish Group Limited (PGL), the Company issued 1,000,000 share warrants (Warrants) and 268,000 Convertible Preference Shares (Prefs) with a nominal value of $10. The Prefs were issued with a discretionary cumulative dividend of 6%, a fixed conversion ratio and are nonredeemable [7] .
The share warrants were cancelled during the year while the convertible preference shares were repurchased for USD 800k and cancelled. These cancellations removed any potentially dilutive instruments.
Dividends
As of 31 December 2021, the dividend remains on hold until further notice. In 2020, the Company paid 1.5p (2.0 cents) related to the fourth quarter of 2019.
Total Return
Book Value per share in the year decreased from 39.88 cents to 30.07 cents. The Total Return for the year was -24.59%(4) . Further details on the breakdown of the Total Return are shown on page 7, 2021 in Review.
Corporate Governance
During 2021 Wesley Davis stepped down as Finance Director and was replaced by existing Non-Executive Director Philip Soulsby. Mr Soulsby's role as Non-Executive Director was replaced by Wadhah Al-Adawi. His bio can be found on page 23. Mr Al-Adawi chairs the Audit Committee.
The Board has established corporate governance arrangements which are appropriate for the operation of the Company. Further details of these may be found in the appropriate sections of this Report.
CHAIRMAN'S STATEMENT (continued)
For the year ended 31 December 2021
Conclusion
The Investment performance and outlook for Emerging Markets are discussed in more detail in the CEO's statement on page 6. Whilst the headwinds have significantly buffeted our liquid portfolio, the Board are pleased to have been able to take opportunities to develop the Direct Investment Portfolio which is now very well positioned to capitalise from several growing trends globally.
Wayne Bulpitt CBE
Chair, APQ Global Limited
CEO'S STATEMENT
For the year ended 31 December 2021
2021 continued very much as 2020 ended with the COVID-19 pandemic still looming with multiple variants being widely spread. The large positive to arise however was the widespread distribution of vaccines across the globe.
The world's economies responded, with real GDP across the OECD area increasing an estimated 5.11% throughout 2021 [8] . Governments around the globe began enforcing then lifting lockdowns and travel restrictions following the creation of "vaccine passports".
Following the rollercoaster year of 2020, the S&P 500, MSCI Emerging Markets and MSCI World Indices changed by +26.89%, -5.34% and +36.98% respectively over the 12 months ending on 31 December 2021 on a Total Return basis [9] . The CBOE Volatility Index (VIX) [10] increased 22.82% to 17.2 across the same period. Emerging Market currencies such as the Russian Rouble, Brazilian Real and the South African Rand depreciated against the US Dollar (-17.39%, -27.39%, -12.06% respectively).
By December 2021 schools were fully open, albeit with children wearing masks, offices were beginning to reopen, and the beginning of the end seemed to be in sight. The front-line workers were still stretched but continued to battle on showing the resilience of the people.
The Company suffered losses across the year, with the Book Value decreasing -24.59% (for a breakdown of the Total Return on the year, please see page 7, 2021 in Review). Given the newest variants and drawdowns seen in November there was a significant recovery in December to end the year at this position.
In addition to this, following the Company's recent acquisitions, I believe our Direct Investment Portfolio is now very well positioned to benefit from several growing trends across Emerging Markets globally, particularly with reference to impact and socially responsible investing. Delphos International based out of Washington has seen significant growth with many opportune hires and extremely well-placed mandates being signed. Parish Group in Guernsey has continued to perform at an excellent level providing a sustainable return to the group, as well as New Market Media in the UK seeing its best annual performance in 2021.
Bart Turtelboom
CEO, APQ Global Limited
2021 IN REVIEW
At the end of December, the Book Value Per Share was $0.30 (equivalent to GBP0.22) compared to $0.40 (GBP0.29) at the end of December 2020. Nearly the entire move in performance was driven by our equity market exposure. The Company maintained a very healthy cash position of 41.6% of the liquid market portfolio assets.
At the end of the fourth quarter, our exposure remained largely unchanged from where it started the year. We continue to have minimal exposure to interest rates and credit markets and the bulk of our liquid market exposure is in a basket of COVID recovery stocks. We continue to expect a gradual return to normal as vaccination rates pick up globally.
Throughout 2021 the COVID virus had seen many mutations particularly during the fourth quarter, a new COVID variant, Omicron, broke out across the Eurozone, particularly in the UK, causing several countries to re-introduce measures on sectors such as travel and hospitality in order to try and reduce the spread of the new variant. However, encouraging signs around Omicron during the latter part of the quarter saw several economically sensitive areas of the market recover from losses they had sustained in the initial sell-off in November, such as the banks. Some areas reliant on economies reopening, such as travel and leisure and the oil and gas sector, were unable to make up losses and ended the quarter lower.
The chart below shows the breakdown of the equity exposure by sector. The largest exposure at the end of December was to Industrials (43.6% in 2021, 45.6% in 2020, followed by Financials (28.6% in 2021, 28.3% in 2020).
Sector Exposure
Communication Services 6.9%
----------
Consumer Discretionary 2.9%
----------
Financials 28.6%
----------
Industrials 43.6%
----------
Materials 12.9%
----------
Utilities 5.2%
----------
As of December 2021, 96.2% of the Company's exposure (excluding cash and FX hedges) was to equities, whilst the rates exposure accounted for a further 3.8%.
Asset % %
Class Exposure Exposure
as as
at at
31 31
December December
2021 2020
Credit 0.0% 0.0%
----------- -----------
Equity 96.2% 88.5%
----------- -----------
FX 0.0% 10.0%
----------- -----------
Rates 3.8% 1.5%
----------- -----------
TOTAL 100.0% 100.0%
----------- -----------
2021 IN REVIEW (continued)
Direct Investment Portfolio [11]
As of 31 December 2021, the Company held majority investment stakes in five private businesses, following its acquisition of Delphos FMA in Canada for a total consideration of $415,000 representing 1.76% of the Group's book value at 31 December 2021. The valuation of the Direct Investment Portfolio has increased by 14.0% year on year with the increase mainly attributable to Parish Group Limited and to the acquisition of Delphos FMA - Frontier Markets Advisors Inc.
The acquisition of WDM in Malta is still pending the Malta Financial Services Authority (MFSA) approval, and progress remains steady. We have preliminarily agreed to exit our entire position in BARTR Holdings, marked in the book value at zero since Dec 2020.
Post Balance Sheet Events (PBSE)
On 3 February 2022, APQ Global Limited exited its investment in BARTR Holdings Limited for a total consideration of GBP1.
Also, in Q1 of 2022, Russia and Ukraine have been in conflict, resulting in Russia undertaking military actions. This situation has led to global sanctions being imposed on it as well as business and individuals providing support to the Russian government. While this has contributed to uncertainty affecting global financial markets, the Group's investments are not directly or indirectly affected by the imposition of the sanctions. The directors continue to monitor the conflict and will implement mitigating actions as necessary.
BUSINESS MODEL AND STRATEGY
For the year ended 31 December 2021
The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses well as earning revenue from income generating operating activities in capital markets [12] .
The Company's strategy is to:
(i) gain exposure to sovereign, corporate and banking entities for a range of business purposes, including for acquisition financing, working capital and investment purposes. The terms of any bonds or loans will vary but are typically expected to range from six months to five years. The Company expects that the loans will typically be secured;
(ii) invest in different parts of the capital structure, both public and private, of corporate and banking entities in as well as structured finance instruments; and
(iii) take operational control of businesses through the acquisition of minority and majority stakes in public and private companies.
The Company may utilise borrowings in connection with its business activities. Although there is no prescribed limit in the Company's Articles of Incorporation (the 'Articles') or elsewhere on the amount of borrowings that the Company may incur, the Directors will adopt a prudent borrowing policy and oversee the level and term of any borrowings of the Company and will review the position on a regular basis.
The Company has no investment restrictions and investing will not be subject to any maximum exposure limits. No material change will be made to the Company's objective or investing policy without the approval of Shareholders by ordinary resolution. The Company may gain exposure to emerging markets by investing in assets on other, non-emerging markets (such as the London Stock Exchange) as long as the underlying asset has exposure to emerging markets.
Key performance indicators ("KPIs") for the Company will be the growth of the earnings of the Company and the Dividend paid. The Company's KPI's have been selected in accordance with the above strategy to provide both capital gain and income to the Company's shareholders. These KPIs are:
(i) A sufficient per annum increase in earnings to allow a 6% dividend to be paid to shareholders. For the year ended 31 December 2021, the Company did not achieve this KPI and the actual dividends paid, related to performance in FY 2021, were 0%.
(ii) Additional per annum increase in earnings to grow the Company's Book Value by 5 - 10% per annum. For the year ended 31 December 2021, this KPI was not met as earnings decreased from the prior year (see consolidated statement of comprehensive income), and hence the Book Value Per Share fell Year on Year. The main factor driving the earnings decrease was the performance of the Liquid Market Portfolio. In 2021, the Company did not meet this criterion, following operating losses at the Company amidst tough trading conditions in Emerging Markets.
Alternative Performance Measure ("APM") for the Company:
(iii) One of the Company's KPI's is to pay a 6% Dividend Yield (based on capital subscribed), making income received a key component of the return on investment. The Company makes use of the Total Return, which factors in income received, as well as capital gained, when tracking the performance of the Company and its ability to meet the above KPI. The Total Return on the year was -24.59%.
BUSINESS MODEL AND STRATEGY (continued)
For the year ended 31 December 2021
Principal Risks and Uncertainties
The Board has carried out a robust assessment of the Company's principal risks. These are classified as current risks, being those that the company is currently managing and could impact achieving the Company's objectives, and emerging risks, being those risks with a future impact from external or internal opportunities or threats. The Directors believe the risks described below are the material risks relating to the Company:
Business Perceived risk Current Mitigation
Area/Process or emerging
risk
Environment Changes in law or regulation Current Considered on an ongoing basis
or tax legislation may and emerging by the Board during quarterly
adversely affect the board meetings. Further advice
Company's ability to comes from the Investment Advisory
carry on its business Committee. Where deemed necessary
or adversely impact its the Directors will engage external
tax position and liabilities. legal and professional advisers.
---------------------------------- --------------- --------------------------------------
Key man risk The Company's performance Current The Board monitors the dependency
is dependent on the performance of the Company upon any individual
of key members of management. on an ongoing basis and where
The departure of any appropriate plans to reduce
key individual from the the impact from this risk.
management team may adversely
affect the returns available
to the Company.
---------------------------------- --------------- --------------------------------------
FX The Company and its Investees Current The Company has taken the decision
will have an exposure not to hedge its foreign currency
to foreign exchange rate exposure, in regards to the
risk as a result of changes, Ordinary shares, and thus accepts
both unfavourable and this risk as part of its investment
favourable, in exchange strategy. The Board may engage
rates between United in currency hedging in the
States Dollars and the future, seeking to mitigate
currencies in which some foreign exchange risk although
assets and liabilities there can be no guarantees
are denominated. The or assurances that the Group
Company's functional will successfully hedge against
and presentational currency such risks.
is US Dollars. Therefore,
there is currency risk
as Ordinary Shares are
traded on AIM in Pounds
Sterling. Further detail
on foreign exchange risks
are discussed in Note
25 of the Financial Statements.
---------------------------------- --------------- --------------------------------------
Cyber Security The Company will be subject Current The Company makes use of Dual
to Cyber Risk in the Signing Authority and two factor
form of both risk of authentication across its banking
failure of systems and and other key functional areas
also of the risk of malignant where it is available. The
action against the Company Company relies on its service
by way of Information providers to have in place
Technology. proper cybersecurity systems
and monitors its providers
through the annual third party
service provider review.
---------------------------------- --------------- --------------------------------------
Dividend There can be no guarantee Current The Group monitors its income
Risk that the Group will achieve through its management accounts
the target rates of return and targets investments that
referred to in this document provide income in accordance
or that it will not sustain with its strategy, laid out
any capital losses through on the Strategy section on
its activities. The ability page 9 above.
to pay dividends is dependent
on a number of factors
including the level of
income returns from the
Company's investee entities.
---------------------------------- --------------- --------------------------------------
Financial The Company will, through Current These risks and the controls
Risk the implementation of and emerging in place to mitigate them are
its business model and reviewed at board meetings.
strategy, face financial Further detail on financial
risks including market risks are discussed in Note
risk, credit risk and 25 of the Financial Statements.
liquidity risk. Further
details of these risks
can be found in table
2 below.
---------------------------------- --------------- --------------------------------------
BUSINESS MODEL AND STRATEGY (continued)
For the year ended 31 December 2021
Principal Risks and Uncertainties (continued)
Business Perceived risk Current Mitigation
Area/Process or emerging
risk
Volatility There may be volatility Current To optimise returns, Shareholders
in the price of the Ordinary and emerging may need to hold the Ordinary
Shares and the market Shares for the long term.
price of the Ordinary
Shares may rise or fall
rapidly. The price of
the Ordinary Shares may
decline below their respective
issue price and Shareholders
may not be able to sell
their Ordinary Shares
at a price equal to or
greater than their issue
price.
--------------------------------- --------------- ---------------------------------------
Liquidity Shareholders will have Current The Board monitors the liquidity
no right of redemption of the stock during its quarterly
and must rely, in part, board meetings. The Company
on the existence of a employs market making firms
liquid market in order to ensure a live market is
to realise their investment. available in its ordinary shares.
Although the Ordinary
Shares are admitted to
trading on AIM, there
can be no assurance as
to the levels of secondary
market trading in Ordinary
Shares or the prices
at which Ordinary Shares
may trade. The Ordinary
Shares may trade at a
discount to the Net Asset
Value per Ordinary Share.
--------------------------------- --------------- ---------------------------------------
Leverage The Company has CULS Current The Board monitors the leverage
which it is required present in the Company via
to repay interest on its monthly management accounts.
quarterly, at a rate
3.5% pa. The Company
must ensure that it has
liquid resources available
to repay this interest.
Furthermore, any CULS
not previously redeemed,
purchased or converted
will be repaid by the
Company on 30 September
2024 at its nominal amount
and thus the Company
must ensure it has resources
available at this time
to make these repayments.
--------------------------------- --------------- ---------------------------------------
Brexit The Directors note that Current The Board monitors the ongoing
the Company's future and emerging situation and is prepared to
performance may be adversely respond accordingly as situations
affected by the economic evolve.
and political instability
surrounding the impacts
of Britain's exit from
the EU.
--------------------------------- --------------- ---------------------------------------
Covid-19 The Directors note that Current The Company has successfully
the Company's future migrated its staff to work
performance may be adversely from home where required and
affected by the impact has not encountered any operational,
of Covid-19 on the Global trading, or other issues related
economy. to the migration. The Board
continues to monitor the ongoing
impacts from Covid-19.
--------------------------------- --------------- ---------------------------------------
War in Ukraine Russia initiated miliary Emerging The Company and Group does
action against Ukraine not have any investments that
in February 2022. To are directly or indirectly
deter these actions, affected by the sanctions levied
western governments levied to date thus the impact of
sanctions against the this risk is limited to the
Russian government and effect of global uncertainty
connected enterprises arising as a result. Directors
and individuals. continue to monitor the conflict
and investment portfolio and
will implement necessary actions
where possible to reduce the
impact from further escalation
of military actions and sanctions.
--------------------------------- --------------- ---------------------------------------
BUSINESS MODEL AND STRATEGY (continued)
For the year ended 31 December 2021
Principal Risks and Uncertainties (continued)
The Directors believe the risks described below are the material risks relating to the Company through its investment in APQ Cayman Limited:
Business Perceived risk Current Mitigation
Area/Process or emerging
risk
Emerging APQ Cayman Limited will Current The Company engages a team
Markets have investment exposure to actively monitor treasury
to emerging markets, exposures live in high-end
which are subject to risk management software applications.
certain risks and special The team monitors exposure
considerations that are and uses a comprehensive framework,
not typically associated utilising its administrator,
with more developed markets banking counterparts and other
and economies. third party vendors, to ensure
exposure levels are correctly
measured and reported daily.
-------------------------------- -------------- -----------------------------------------
Derivative APQ Cayman Limited will Current The Company employs a highly
Risk invest in derivative experienced management team
instruments which can that monitors exposure on a
be highly volatile and daily basis and captures derivative
may be difficult to value exposure using high-end risk
and/or liquidate. Derivatives software applications. Daily
will be used for gearing reports are generated from
purposes which may expose the software and reviewed by
investors to a high risk the team.
of loss.
-------------------------------- -------------- -----------------------------------------
Credit Risk APQ Cayman Limited is Current The Company chooses reputable
subject to the risk of financial service providers,
the inability of any and uses a spread of counterparties
counterparty to perform to lessen the impact should
with respect to transactions, one counterparty fail.
whether due to insolvency,
bankruptcy or other causes.
Where the Company utilises
derivative instruments,
it is likely to take
credit risk with regard
to such counterparties
and bear the risk of
settlement default.
-------------------------------- -------------- -----------------------------------------
Liquidity The Company could suffer Current The Company chooses reputable
Risk losses as a result of financial service providers,
a decrease in liquidity and uses a spread of providers
in the capital markets to lessen the impact should
in which it invests. one be unable to provide a
A decrease in liquidity market price.
could result in higher
exit costs for a given
investment, such as the
commission or spread
charged by the counterparties
with which it trades.
-------------------------------- -------------- -----------------------------------------
Third party APQ Cayman Limited will Emerging The Company chooses reputable
risk be subject to custody financial service providers
risk in the event of as its counterparties, and
the insolvency of any uses multiple service providers
custodian or sub-custodians to lessen the impact should
with which it transacts. one become insolvent.
-------------------------------- -------------- -----------------------------------------
The Directors believe the risks described below are the material risks relating to the Company through its unquoted investments:
Business Perceived risk Current Mitigation
Area/Process or emerging
risk
Valuation The Company's Direct Current The Company values its investments
Risk Investment portfolio in accordance with International
comprises unquoted investments Financial Reporting Standards,
purchased and sold privately, and employs external valuation
for which there is no experts to perform these valuations.
market price available.
As a result, management
is required to make forecasts
and assumptions about
certain inputs used in
the valuation of these
investments. The Company
could suffer losses,
should these forecasts
or assumptions not materialise.
---------------------------------- -------------- ---------------------------------------
BUSINESS MODEL AND STRATEGY (continued)
For the year ended 31 December 2021
Principal Risks and Uncertainties (continued)
These risks are mitigated by the control and oversight of the Board. The Board will consider the risks of the Company as a whole on a regular basis at its Board meetings and on an annual basis shall review the effectiveness of its risk management systems, ensuring that all aspects of risk management and internal control are considered. The processes for its annual reviews includes reporting and recommendations from the Board as well as adoption and review of a formal risk matrix documenting the existing and emerging risks facing the Company, as well as the assessed probability and impact of the identified risks. Other risk mitigation measures include, but are not limited to:
-- Oversight by Executive Directors and key management with the requisite knowledge and experience in emerging and credit markets;
-- Oversight by Non-Executive Directors; -- Dual signing authority on bank accounts; -- Business Continuity Plans of the various service providers; -- Ongoing Cyber Risk training; and -- Ongoing review of third party service providers by the Board.
DIRECTORS' REPORT
For the year ended 31 December 2021
The Directors present the consolidated financial statements of APQ Global Limited (the "Group") for the year ended 31 December 2021. The Group comprises the Company and its subsidiaries [13] .
The Company
The Company was incorporated in Guernsey on 10 May 2016. The Company's shares ("Shares") were admitted to The International Stock Exchange on 11 August 2016 and admitted to trading on the AIM segment of the London Stock Exchange on 26 August 2016. The CULS have been admitted to the Order Book for Fixed Income Securities on the London Stock Exchange's International Securities Market, with effect from 7 September 2017.
Principal Activities
The principal activity of the Company is to invest in Companies in emerging markets through the purchase of a variety of financial instruments, including equity, bonds and derivatives through the subsidiary APQ Cayman Limited, and through direct investments in private companies. The Company seeks to earn revenue from dividends and interest received from these investments and realise gains on sales of these investments. Additionally, the Company aims to take majority stakes in private businesses, seeking to earn income throughout the holding period and capital gains upon resale. The anticipated holding period between purchase and sale is expected to be three to seven years.
Functional and presentational currency
The Group's functional and presentational currency is US Dollars. The Group's main activities and returns for the year ended 31 December 2021 are from its subsidiary APQ Cayman Limited and were in US Dollars.
Results and Dividends
The consolidated results for the year are set out in the consolidated statement of comprehensive income on page 35 and the Statement of Financial Position at that date is set out on page 36.
The Company did not pay any dividends during the year (2020: 1.5 pence (1.97 cent) per share was declared on 23 January 2020 for the quarter ended 31 December 2019).
Share Capital
As at 31 December 2021 the Company had in issue 78,453,671 (2020: 78,347,359) Ordinary Shares of nil par value. During the year 106,312 (2020: 106,312) Ordinary shares were issued.
Principal Risks and Uncertainties
A significant risk that continued during the current and prior year was the Covid-19 pandemic.
During the first quarter of 2020 and into 2021, the Company experienced difficult trading conditions in its liquid portfolio due to large market movements in emerging markets currencies, bonds and equities.
The Company took decisive action to mitigate further risk to the balance sheet, de-risking its portfolio of liquid market securities, furthermore, due to ongoing uncertainty, the Board implemented the following cash preservation measure to facilitate a smooth recovery as the world exits the pandemic:
-- Suspension of dividends paid to ordinary shareholders until further notice;
-- The management bonus scheme to be cut from 20% of profits to 10% (no bonuses paid in 2021 and 2020 due to losses); and
-- Significant cost reduction across all of the Group.
Further Principal Risks and Uncertainties are disclosed in the Business Model and Strategy section.
Going Concern
The Directors believe that it is appropriate to adopt the going concern basis in preparing the Financial Statements since the ultimate assets of the Company mainly consist of securities which are readily realisable and, accordingly, the Company has adequate financial resources to continue in operational existence for at least 12 months from the date of this report. The Company will be able to meet all its liabilities as they fall due. See below for the Stress Testing applied in coming to this conclusion.
Stress Testing
After assessing the Company as a Going Concern in normal (poor) economic conditions across a one year horizon, the Company would maintain a sufficient expense coverage ratio net of paying all its operating expenses and net of its financial payment obligations to the CULS. The Company would not breach any debt covenants and would retain USD 30.8 (+18.4) million in cash as of March 1, 2023 [14] .
Under normal market assumptions, the Company assumes that it meets all its financial obligations as well as its operating expenses. It earns a nominal income/growth yield on its Liquid Market Portfolio based on prevailing market risk premiums. The Company forecasts to receive dividend income from its Direct Investment Portfolio in line with those paid throughout 2022 ($2.5 million). Under poor economic conditions, the earnings assumptions are halved, and zero dividends are received from the Company's Direct Investment Portfolio, whilst the financial obligations and expenses are held constant. There are zero Fair Value Profit or Losses assumed on the Direct Investment Portfolio throughout the period under review.
Dividend Suspension
The suspension of the dividend paid to ordinary shareholders will increase the liquidity available to the Company by approximately $6m per annum based on level of dividends paid prior to implementation of the dividend hold. The Board reviews the dividend policy quarterly. The dividend remains on hold until further notice.
Long Term Viability Statement
There is currently no strict regime of Corporate Governance to which the Company must adhere to, however there are guidelines set out for AIM companies. The Company complies with the UK code on Corporate Governance, issued July 2019 for periods beginning on or after 1 January 2020 to the extent outlined in the Corporate Governance section below on pages 16 and 17. In accordance with provision 31 of the UK Corporate Governance Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months minimum required by the 'Going Concern' provision. Three years is deemed to be an appropriate time period for management to implement its medium-term strategic objectives set out in the Business Model and Strategy section (page 9) of these financial statements.
Further to this page - Going Concern, the Company extends its above analysis to a three-year cash flow forecast (to December 2024) using newly targeted budgets and concluded that:
Assuming normal (poor) economic conditions [15] , the Company would preserve an expense coverage ratio net of its financial obligations of 25 (19), retaining USD 9 (+3) million in cash on its balance sheet as of Jan 1, 2025 providing considerable headroom to absorb poor conditions. These figures include the settlement of the CULS of $41m in September 2024. The Group currently holds a liquid markets portfolio which is valued in excess of the redemption value of the CULS. The group will liquidate the portfolio over the next two years in preparation for the redemption,
Based on the Company's processes for monitoring operating costs, share discount, internal controls, invested asset allocation, risk profile, liquidity risk and the assessment of the principal risks and uncertainties facing the Company, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the forecasted period to 31 December 2024
Directors
The details of the Directors of the Company during the year and at the date of this Annual Report are set out in the Directors' report.
As of 31 December 2021 and the date of these financial statements, the following Directors, their close relatives and related trusts, held the following beneficial interests in the Company:
Director Shares held % of issued share capital
Bart Turtelboom 22,355,489 28.50%
Wayne Bulpitt 237,000 0.30%
International Tax Reporting
For the purposes of the US Foreign Accounts Tax Compliance Act, the Company registered with the US Internal Revenue Service ("IRS") as a Guernsey reporting Foreign Financial Institution ("FFI") in November 2016, received a Global Intermediary Identification Number (B2KS93.99999.SL.831) and can be found on the IRS FFI list.
The Common Reporting Standard ("CRS") is a standard developed by the Organisation for Economic Co-operation and Development ("OECD") and is a global approach for the automatic exchange of tax information. Guernsey has adopted the CRS which came into effect on 1 January 2016. The CRS replaced the intergovernmental agreement between the UK and Guernsey to improve tax compliance that had previously applied.
The Board will take the necessary actions to ensure that the Company is compliant with Guernsey regulations and guidance in this regard.
Auditor
BDO LLP were reappointed as auditors at the AGM on 31 August 2021 in relation to the year ended 31 December 2021 audit. BDO LLP will be reconsidered for appointment for the December 2022 audit at the AGM scheduled for 9 August 2022.
Statement of directors' responsibilities
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable Guernsey law and regulations.
The Companies (Guernsey) Law, 2008 requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the Group financial statements in accordance with UK adopted International Accounting Standards ("UK IAS") and the Companies (Guernsey) Law, 2008.
Under the Companies (Guernsey) Law, 2008 the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.
The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.
In preparing these financial statements the Directors are required to:
-- select suitable accounting policies and then apply them consistently; -- make judgements and estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been followed, subject to any material departures being disclosed and explained in the financial statements; and
-- prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business.
Statement of directors' responsibilities (continued)
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and its results for the year and to enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the company's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Responsibility Statement
The Directors confirm that to the best of their knowledge the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for the shareholders to assess the Group's performance, business model and strategy.
Disclosure of Information to Auditor
Each of the persons who was a Director at the date of approval of the financial statements confirms that:
-- so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware; and
-- he has taken all steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provision of section 249 of the Companies (Guernsey) Law, 2008.
Corporate Governance
The Directors recognise the importance of robust Corporate Governance and meet regularly to review corporate strategy, the risk profile of the Group and its operating businesses and to monitor the performance of the service providers appointed to the Group. The Board assesses and monitors the culture of the Company, and reviews the sustainability of the Company's business model and its impact on external stakeholders. Due to the size of the Company the Board are able to monitor the culture through regular contact with employees. More information with respect to the Company's Business Model can be found on page 9.
There is currently no strict regime of Corporate Governance to which the Directors must adhere over and above the general fiduciary duties and duties of care, diligence and skill imposed on such directors under the Companies (Guernsey) Law, 2008 ; however, there are guidelines set out for AIM companies. The Directors recognise the importance of sound corporate governance and the Group will seek to take appropriate measures to ensure that the Group complies with the UK Code on Corporate Governance to the extent appropriate and taking into account the size of the Group and the nature of its business. The Directors, having reviewed the UK Code on Corporate Governance, considers that it has complied with the Code throughout the period under review with the exception of the following areas of non-compliance, each of which applied throughout the period:
Areas of non-compliance with the UK Corporate Governance Code which were disclosed at the launch of the Company:
-- Provision 5 - The Board does not use any of the methods outlined for engagement with the workforce, further information on the Board's engagement with the workforce is listed below;
-- Provision 9 - The Chairman is not independent;
-- Provision 11 - At least half the Board, excluding the chairman are not independent non-executive directors;
-- Provision 12 - The non-executive directors, led by the senior non-executive director do not meet without the chair at least annually to appraise his performance or on other such occasions which are deemed appropriate;
-- Provision 13 - The chair does not hold meetings without the executive directors present;
-- Provision 17 - The Company does not have a nominations committee;
-- Provision 20 - The Company did not use open advertising and/or an external search consultancy when appointing the chair and the non-executive directors;
-- Provision 21 - The Board does not have a regular externally facilitated board evaluation;
-- Provision 24 - The audit committee does not contain two independent non-executive directors. The chairman of the Company is a member of the audit committee;
-- Provision 23 - The Company does not have a formal policy on diversity and inclusion; and
-- Provision 32, 33 and 41 - The Company does not have a remuneration committee.
Corporate Governance (continued)
The Directors do not believe that compliance with these sections of the code are necessary due to the size of the Group and the nature of its business. Following the resignation of the Aspida Group (formerly Active Group) as Company Secretary on 10 June 2020 the Company no longer has a material business relation with the Chairman, and he will be formally deemed to be independent after three years from this date. With regards to a remuneration and nomination committee, these responsibilities are undertaken by the full board as appropriate. The Chair meets with fellow Directors and executives regularly. The Board has recently undertaken an independent Governance Review to ensure it continues to meet all appropriate governance standards.
As a Company with its shares admitted to listing on TISE, the Directors comply with the Model Code of TISE and take all reasonable and proper steps to ensure compliance by applicable employees as required by the Listing Rules. The Directors and the Company also comply at all times with the applicable provisions of the Listing Rules.
The Company has adopted an anti-bribery policy and adheres to the requirements of the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 and the UK Bribery Act 2010.
Board engagement with the workforce and other stakeholders
Due to the size and nature of the business, the directors do not believe that compliance with Provision 5 of the code is necessary. All members of the workforce have access to the executive and non-executive directors and the Board maintains an open dialogue with all members.
The Board considers the impact of the Group's culture, management, and strategic decisions on both the workforce and other external stakeholders. These external stakeholders include, but are not limited to suppliers, the environment and other stakeholders of investments held by the Group.
Internal Audit
The Directors have determined that no internal audit function is required, as the bookkeeping and valuation of assets are performed by third parties, which provides checks and balances on the operations of the Group. The Directors believe that an internal audit function would largely duplicate this oversight and represent additional cost for no additional benefit. The Directors reassess this annually.
Role of the Board
The Board is the Company's governing body and has overall responsibility for maximising the Company's success by directing and supervising the affairs of the business and meeting the appropriate interests of Shareholders and relevant stakeholders, while enhancing the value of the Company and also ensuring protection of Shareholders. A summary of the Board's responsibilities is as follows:
-- Statutory obligations and public disclosure; -- Strategic matters and financial reporting;
-- Risk assessment and management including reporting compliance, governance, monitoring and control; and
-- Other matters having a material effect on the Company.
The Board's responsibilities for the Annual Reports are set out in the Statement of Directors' Responsibilities section.
The Board needs to ensure that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for Shareholders to assess the Group's performance, business model and strategy.
In seeking to achieve this, the Directors have set out the Group's business strategy and have explained how the Board and its delegated committee operate and how the directors review the risk environment within which the Company operates and set appropriate risk controls. Furthermore, throughout the Annual Report the Board has sought to provide further information to enable Shareholders to have a fair, balanced and understandable view.
Composition and Independence of the Board
The Board comprises two executive directors, one independent non-executive director and one non-independent non-executive director.
Role of the Board (continued)
Composition and Independence of the Board (continued)
Wayne Bulpitt is responsible for leadership of the Board and ensuring its effectiveness as Non-executive Chairman, a role he has held since 20 April 2017. He is not considered independent by virtue of him being the joint chairman of Aspida group of which Aspida Services (Group) Limited is a member, and which supplied administrative services to the Company during the year. On the 10 June 2020, Aspida Services (Group) ceased to supply administrative services to the company.
Bart Turtelboom continues to serve as Chief Executive Officer
Wesley Davis stepped down as an Executive Director and Finance Director during the year.
Philip Soulsby replaced Wesley Davis as Finance Director.
Wadhah Al-Adawi was appointed as Non-executive director and replaced Philip Soulsby as Chairman of the Audit Committee.
Board Audit Committee
Held Attended Held Attended
Bart Turtelboom 7 7 3 3
Wayne Bulpitt 7 7 3 3
Wesley Davis (resigned
June 2021) 5 5 2 2
Phil Soulsby 7 7 3 3
Wadhah Al-Adawi 2 2 1 1
Re-election
At every Annual General Meeting any Director appointed by the Board since the last annual general meeting or who held office at the time of the two preceding annual general meetings and who did not retire at either of them shall retire from office and may offer themselves for re-appointment by the Shareholders.
At the AGM to be held on 9 August 2022, all the Directors shall offer themselves for re-election.
Terms and Conditions of Appointment on Non-Executive Directors
Each of the Non-Executive Directors shall be subject to re-elections at the first annual general meeting of the Company and thereafter in accordance with the provisions of the Company's articles of incorporation in respect of re-election and retirement. Neither of the Non-Executive Directors has been appointed for a fixed term.
The conditions attached to the appointment of the Non-Executive Directors include the following:
-- termination in the event of any serious breach of obligations to the Company or through any act of dishonesty, fraud or serious misconduct;
-- attendance at quarterly and ad hoc board meetings and consideration of all board papers pertaining to such meetings;
-- compliance with all applicable legal and regulatory requirements; and
-- compliance with all applicable legal and regulatory requirements including the TISE model share dealing code and the UK Corporate Governance Code.
Board Evaluation and Succession Planning
The Directors consider how the Board functions as a whole taking into account the balance of skills, experience and length of service into consideration and also reviews the individual performance of its members on an annual basis.
Board Evaluation and Succession Planning (continued)
To enable this evaluation to take place, the Board has put in place a process whereby the Company Secretary circulates a questionnaire plus a separate questionnaire for the evaluation of the Chairman. Upon completion, the questionnaires are returned to the Company Secretary for collation and summary before distribution to the Chairman and the other Directors.
The Board considers that it has a breadth of experience relevant to the Company's needs and that any changes to the Board's composition can be managed without undue disruption. Future Directors will undertake an induction programme.
With regards to board composition and external evaluation, the board has considered its effectiveness at least annually and composition on a regular basis. It is both mindful of good practice and the need to continually review the matter. With regards to external evaluation,
it is considered that the size and the activity of the Company do not justify such an expense at this stage, however a recent change of service providers and Company Secretary will allow the company to benefit from a "fresh pair of eyes" and informal review.
The Board is cognisant of good practice and recent reviews into the composition of boards. It continually reviews its own composition and believes that it has available an appropriate range of skills and experience. The Board will always ensure that the best candidates available are appointed irrespective of their background, gender or ethnicity.
Company Secretary
During the previous year, the Company's Secretarial function was delegated to Aspida Services (Guernsey) Limited. From 10 June 2020, Parish Group Limited were appointed as Company Secretary. All Directors have direct access to the Company Secretary and the Company Secretary is responsible for ensuring that Board procedures are followed and that there is good communication within the Board and between the committees of the board listed below and the Board.
Committees of the Board
The Board has established the following committees:
Audit committee
The audit committee is chaired by Wadhah Al-Adawi (replaced Philip Soulsby during the year), the independent Director, with all the other Directors as members. The audit committee meets no less than once a calendar year and meetings can also be attended by the Auditors.
The audit committee is responsible for monitoring the integrity of the financial statements of the company and any formal announcements relating to the company's financial performance, and reviewing significant financial reporting judgements contained in them before their submission to the Board. In addition, the audit committee is specifically charged under its terms of reference to advise the Board on the terms and scope of the appointment of the Auditors, including their remuneration, independence, objectivity and reviewing with the Auditors the results and effectiveness of the audit, and in ensuring that the Company's annual report and financial statements are fair, balanced and understandable. The audit committee is also responsible for reviewing the Company's internal financial controls and internal control and risk management systems. They also consider annually the need for an internal audit function.
The audit committee met in September 2021. It also met in May 2022 to approve / review the accounts. A report of the Audit Committee detailing their responsibilities is presented in the Audit Committee Report.
The Audit Committee's Terms of Reference state that the Audit Committee shall review the need for any non-audit services provided by the external auditor and authorise on a case by case basis. The Audit Committee's Terms of Reference are available from the registered office of the Company.
Audit fees for the external auditor, BDO LLP, for the year ended 31 December 2021 were $168,238 (2020: $165,948). A fee of $nil (2020: $60,770) was paid with respect to other accounting advice.
BDO LLP has served as the Company's auditor for 5 years. The current audit partner is Neil Fung-On, who has held this role for 5 years.
Relations with Shareholders
The Board welcomes shareholders' views and places great importance on communication with its shareholders.
The Board monitors the trading activity on a regular basis and maintains contact with the Company's Nominated Adviser and Broker to ascertain the views of the shareholders, with whom they maintain a regular dialogue. Shareholders' sentiment is also ascertained by the careful monitoring of the discount/premium that the Shares are traded in the market against the book value calculation per Share.
The Company reports to shareholders twice a year and produces a quarterly update which is posted on the Company's website. In addition, it has an Annual General Meeting and a notice convening this together with a proxy voting card is sent with the Annual Report and Financial Statements. The Registrar monitors the voting of the shareholders and proxy voting is taken into account when votes are cast at the Annual General Meeting. Shareholders may contact the Directors via the Company Secretary.
The Chairman and other Directors are available to meet shareholders if required and the AGM of the Company provides a forum for shareholders to meet and discuss issues with the Directors.
Further information regarding the Company can be found on its website at www.apqglobal.com .
Post Balance Sheet Events
Since 31 December 2021, the following securities have been admitted to the Official list of the International Stock Exchange:
Entity Type of instrument No. of instruments Date admitted APQ Global Limited Ordinary shares 26,578 21 January 2022 APQ Global Limited Ordinary shares 26,578 3 May 2022
Annual General Meeting
The Company's Annual General Meeting is due to be held on 9 August 2022. The last Annual General Meeting was held on 31 August 2021.
Related Party Transactions
Transactions entered into by the Company with related parties are disclosed in note 27 of the financial statements.
Signed on behalf of the Board of Directors by:
_____________________ _____________________ Wayne Bulpitt Philip Soulsby Chairman Director Date: 30th May 2022
AUDIT COMMITTEE REPORT
For the year ended 31 December 2021
On the following sections we present the Audit Committee's Report for the year ended 31 December 2021, setting out the responsibilities of the Audit Committee.
Members of the Audit Committee will be available at the AGM to respond to any shareholder questions on the activities of the Audit Committee.
The Audit Committee was formed on 4 November 2016.
Responsibilities
The Audit Committee reviews and recommends to the Board the Financial Statements of the Company and is the forum through which the external auditor reports to the Board of Directors.
The Audit Committee responsibilities include:
-- Review of the annual financial statements prior to approval, focusing on changes in accounting policies and practices, major judgemental areas, significant audit adjustments, going concern and compliance with accounting standards, listing and legal requirements;
-- Receiving and considering reports on internal financial controls, including reports from the auditors and reporting their findings to the Board;
-- Considering the appointment and removal of the auditors, their effectiveness and their remuneration including reviewing and monitoring of independence and objectivity;
-- Meeting with the auditors to discuss the scope of the audit, issues arising from their work and any matters the auditors wish to raise;
-- Reviewing the Company's corporate review procedures and any statement on internal control prior to endorsement by the Board; and
-- Providing advice to the Board upon request as to whether the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
The Audit Committee reports its findings to the Board, identifying any matters on which it considers that action or improvement is needed, and make recommendations on the steps to be taken.
The audit committee met in May 2022 and were joined by the external auditors, to review the accounts and reports on the operations of the Company. After due consideration they reported to the Board of the Company that in their view the accounts were fair, balanced, understandable and presented the information necessary to allow shareholders to assess the Company's performance, business model and strategy.
_____________________
Wadhah Al-Adawi
Audit Committee Chairman
Date: 30(th) May 2022
BOARD MEMBERS
For the year ended 31 December 2021
Bart Turtelboom (Chief Executive Officer and Executive Director)
Bart is Chief Executive Officer of APQ Global Limited and is on the board of APQ Cayman Limited. Previously he was the co-founder and Chief Investment Officer and partner of APQ Partners LLP. Prior to APQ Partners LLP, Bart was Co-Head of the Emerging Markets business at GLG and Co-Portfolio Manager of the GLG emerging markets funds. He was previously the Global Co-Head of Emerging Markets at Morgan Stanley, where he ran a multi-billion US Dollar business spanning Asia, Latin America, the Middle East and Africa, and head of its Global Capital Markets Group. Prior to that Bart was a Portfolio Manager at Vega Asset Management and a Director at Deutsche Bank, where he held several roles culminating in coverage of the bank's largest European clients. Bart was an Economist for the International Monetary Fund in Washington D.C. from 1994 until 1997. Bart received a Ph.D. in Economics from Columbia University.
Wayne Bulpitt CBE (Non-Executive Chairman)
Wayne Bulpitt has over 36 years of experience in business leadership in banking, investment and administration services. Having left National Westminster Bank Plc in 1992 to join CIBC Bank & Trust Company, he developed and launched CIBC Fund Managers (Guernsey) Limited in 1994. As Managing Director, Wayne spent the next four years managing and developing the offshore funds and building a third party fund administration capacity.
In 1998 this experience was to prove crucial for the Canadian Imperial Bank of Commerce where, as Director of Offshore Investment Services Global Private Banking & Trust Division, his main priority was to restructure the delivery of their investment management services outside of Canada.
Wayne founded Active Group Limited in 2002, which renamed to Aspida Group following its merger with Optimus in 2019. Aspida is an innovative provider of practical and professional support services such as compliance, corporate secretarial and management services to the finance industry. Wayne is on the boards of various investment management companies and funds (both listed and un-listed), overseeing a diverse range of investment activities.
Philip Soulsby (Executive Director and Finance director)
Philip Soulsby replaced Wesley Davis as Finance director on 15 June 2021.
Philip Soulsby is a mathematics graduate. He qualified as a chartered accountant in London with BDO Binder Hamlyn, before transferring to KPMG in Guernsey in 1990. There he spent two years specialising in the audit of financial services companies and offshore mutual funds. In 1992 he joined Credit Suisse Fund Administration Limited in charge of finance and compliance, later moving to a role more involved in structuring and marketing mutual fund services, helping the business grow from 12 staff to over 130. During this time he acted as director to a number of funds and fund managers, and gained a broad knowledge of hedge funds, derivatives and risk control. In 2006, he left Credit Suisse to establish his own business, The Mundi Group Ltd, a fair-trade and ethical products business. He remains a director of several funds and fund management companies and was also Douzenier to the Parish of St Martin, his term of office expired on 31 December 2018.
Wesley Davis (Executive Director and Finance Director)
Wesley Davis stepped down from the Board on 15 June 2021.
Wadhah Al-Adawi (Non-executive Director and Chairman of the Audit Committee)
Wadhah Al-Adawi was appointed to the Board on 15 June 2021 and replaced Philip Soulsby as Chairman of the Audit Committee.
Mr Al Adawi has over 20 years' experience within asset management and equity trading. In 2017, he joined Hydrocarbon Finder, the oil and gas exploration and development company in Oman, as Vice Chairman. Between 2012 and 2017, he was a Portfolio Manager with Harvard Management Company, Boston, in which he managed a $300 million Long/Short Emerging Market Portfolio. Prior to this, Wadhah spent 4 years in London with GLG Partners, where he was responsible for investing and managing Emerging Market equity exposure in both Long/Short and Long Only strategies. He also has experience in asset management with Morgan Stanley, EMSO Partners and HSBC. Mr Al Adawi is a CFA Charter holder.
REMUNERATION POLICY
For the year ended 31 December 2021
No advice or services were provided by any external person in respect of the Board's consideration of the Directors' remuneration.
The Company's policy is that the fees payable to the Directors should reflect the time spent by the Directors on the Company's affairs and the responsibilities borne by the Directors and be sufficient to attract, retain and motivate directors of a quality required to run the Company successfully. The policy is to review fee rates periodically, although such a review will not necessarily result in any changes to the rates, and account is taken of fees paid to directors of comparable companies.
A management share plan was formalised on 7 April 2017 and amended on 17 July 2018. The plan allows for certain members of the management to benefit from 20% of any increase in the year end book value per share for a given year. Awards can be issued as an allocation of a specified number of shares or as an option (a right to acquired shares under the plan for nil consideration). Cash consideration is an option at the Board's discretion. It could disadvantage other shareholders if cash is taken and cash consideration exceeds the share price. The vesting period for any awards issued can be up to 5 years and subject to certain conditions. Share awards were with respect to the performance period ended 31 December 2017, which have continued to vest over the period. No awards have been issued with respect to the year ended 31 December 2020 and the year ended 31 December 2021 as the performance criteria has not been met.
Remuneration
The non-executive directors are remunerated for their services at such a rate as the Directors determine provided that the aggregate amount of such fees does not exceed $270,550 per annum. No engagement with the workforce has taken place to explain how remuneration aligns with wider company pay policy, this is due to the small size of the Company.
The directors are remunerated in the form of fees, payable monthly in arrears. Bart Turtelboom agreed to waive his entitlement to director's fees whilst he was Chairman. From April 2017 Bart Turtelboom received an annual salary of GBP120,000 as Chief Executive Officer. From 1 April 2018 the salary was amended to be settled as GBP60,000 from the Company and GBP60,000 from APQ Cayman Limited.
From 1 May 2020 the salary was amended to be settled as GBP24,000 from the Company and GBP96,000 from APQ Cayman Limited.
The Board considers that the salary is reasonable and commensurate with the level of the appointment.
Bart Turtelboom is eligible for a grant of share awards in accordance with the management share plan. For the performance period ended 31 December 2017, Bart Turtelboom was awarded 467,313 share awards which vest quarterly over a 5 year period ending 31 December 2022. In order for the shares to vest Bart Turtelboom must continue to be in employment at each vesting milestone. For the year ended 31 December 2021 93,463 shares had vested of which 70,098 had been issued. The charge for the year ended 31 December 2021 is $46,033 (2020: $86,666) and the remaining portion yet to vest is $15,800 (2020: $61,833).
No other remuneration has been paid to directors apart from reimbursement of their expenses.
REMUNERATION POLICY (CONTINUED)
For the year ended 31 December 2021
2021 APQ Global APQ APQ
Limited APQ Capital Knowledge Corporate
APQ Global - Share APQ Cayman Services Limited Services
Limited - based Limited - Limited - - Limited -
Remuneration remuneration Remuneration Remuneration Remuneration Remuneration Total
$ $ $ $ $ $ $
Chief
Bart Executive
Turtelboom Officer 32,968 46,033 131,984 - - - 210,985
Wayne Non-Executive
Bulpitt Chairman 54,880 - - - - - 54,880
Philip Finance
Soulsby Director 32,050 - - 2,062 - - 34,112
Wesley Executive
Davis Director 45,000 - 45,000 1,484 1,768 1,863 95,115
Wadhah Non-Executive
Al-Adawi Director 14,657 - - - - - 14,657
-------------- -------------- -------------- -------------- -------------- -------------- -----------
179,555 46,033 176,984 3,546 1,768 1,863 409,749
============== ============== ============== ============== ============== ============== ===========
2020 APQ Global APQ APQ
Limited APQ Capital Knowledge Corporate
APQ Global - Share APQ Cayman Services Limited Services
Limited - based Limited - Limited - - Limited -
Remuneration remuneration Remuneration Remuneration Remuneration Remuneration Total
$ $ $ $ $ $ $
Chief
Bart Executive
Turtelboom Officer 46,305 86,666 108,724 - - - 241,695
Wayne Non-Executive
Bulpitt Chairman 51,724 - - - - - 51,724
Philip Non-Executive
Soulsby Director 22,607 - - 2,406 - - 25,013
Wesley Executive
Davis Director 43,250 - 43,250 - - - 86,500
163,886 86,666 151,974 2,406 - - 404,932
============== ============== ============== ============== ============== ============== ===========
At 31 December 2021, $nil (2020: $9,007) was payable to the directors.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF APQ GLOBAL LIMITED
Opinion on the financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the Group's affairs as at 31 December 2021 and of the Group's loss for the year then ended;
-- have been properly prepared in accordance with UK adopted international accounting standards; and
-- have been prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
We have audited the financial statements of APQ Global Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2021 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flow and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included:
-- Obtaining management's and the Directors' assessment of the going concern status of the Group and evaluating the method of assessing going concern in light of market volatility and the present uncertainties such as the impact of Covid-19 and the war in Ukraine.
-- Challenging the assumptions and judgements made, such as forecast revenue and expenditure against historic information.
-- Assessing the stress testing forecasts which included the impact of poor economic conditions on income arising from the investment portfolio and the ability to cover expenditure and interest payments under these conditions. We considered these stressed scenarios against the performance in 2021 in which poor economic conditions had occurred to determine the appropriateness of the stress test and the effect on going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Overview
100% (2020: 100%) of Group profit
Coverage before tax
100% (2020: 100%) of Group revenue
100% (2020: 100%) of Group total assets
2021 2020
Valuation & existence of ü ü
investments - Cayman Subsidiary
and directly held listed
Key audit matters investments
Valuation & existence of ü ü
investments -Other investments
Investment Entity Status ü ü
----------------------------------------------------------
Group financial statements as a whole
Materiality
$597,000 (2020: $680,000) based on
1% (2020: 1%) of the gross investment
value.
----------------------------------------------------------
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.
The group comprises the Parent Company, APQ Global Limited, one subsidiary, APQ Partners LLP which is consolidated, four 100% owned subsidiaries that are not consolidated but measured at fair value through profit and loss due to APQ Global Limited meeting the definition of an investment entity and one 50% owned entity also valued at fair value through profit and loss. All components in the group were in scope for our audit. For the parent company and for the subsidiary that is consolidated a full scope audit was performed by the group audit team and for the entities that were not consolidated, the group audit team audited each of the investments.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed
the key audit matter
Valuation The Company has an investment Our procedures performed on the
& Existence in its subsidiary APQ fair value of the Cayman subsidiary
of Investments Cayman Limited (the included:
- Cayman "Cayman subsidiary") Cash
Subsidiary which represents the In respect of the cash balances:
and directly largest balance in the * 100% of cash balances have been confirmed to third
held listed financial statements. party bank or custodian statements.
investments
As described in note
Note 2.6, 2.6, 2.7, 15 and 25, Valuation of Listed Equity Investments
2.7, 15 the fair value of the In respect of 100% of the quoted
and 25 investment in the Cayman investment valuations:
subsidiary is based * We confirmed year end prices to independent sources
on the net asset value and verified that there are no contra indicators,
(NAV) of the Cayman such as liquidity considerations, to suggest year end
subsidiary. The Cayman prices are not the most appropriate indication of
Subsidiary's NAV is fair value.
made up of cash balances
(41%), a diverse portfolio
of listed equity and Valuation of Derivative Investments
derivative instruments Derivative investments comprised
(59%) and other assets bonds, futures and forwards. For
and liabilities (<1%). 100% of the derivative investment
valuations:
The Cayman subsidiary * We performed re-calculations of the derivative
has a portfolio of level contracts using external sources (e.g. Bloomberg).
1 and level 2 investments
that are recognised
at fair value and there Checked that the aggregate valuation
is a risk these may of each of the above reconciled
not be appropriately to the fair value of the investment
stated and/or title in the Cayman subsidiary in the
over these investments financial statements.
may not exist. In respect of the directly held
listed investments we have performed
Furthermore, the Group the following:
holds direct listed
investments. * We confirmed year end prices to independent sources
and verified that there are no contra indicators,
Valuation and existence such as liquidity considerations, to suggest year end
of investments are considered prices are not the most appropriate indication of
to be key audit matters fair value.
due to the size of the
balance and the level
of audit effort required. Existence of Investments
For 100% of investments held by
the Cayman subsidiary and 100%
of listed investments held directly
by the Company we obtained evidence
to support existence by obtaining
independent confirmations obtained
from custodians and brokers.
Key Observations
Based on the procedures performed
we considered management's valuations
of these investments to be appropriate
and that there is appropriate title
supporting the existence of investments.
---------------------------------- --------------------------------------------------------------
Valuation The Group holds investments For all investments we:
& Existence in a number of other * Challenged whether the valuation methodology was the
of Investments entities either directly most appropriate in the circumstances under the
- Other or indirectly through International Private Equity and Venture Capital
investments subsidiary holding companies. Valuation ("IPEV") Guidelines and applicable
As described in note accounting standards;
Note 2.6, 2.6, 2.7, 15 and note
2.7, 15 25, the fair values
and 25 of the investments are * Recalculated the fair value attributable to the
determined by a variety Group.
of techniques. These
unquoted investments
are recognised at fair For 100% of investments that were
value and there is a valued using more subjective techniques
risk these may not be (discounted cash flow forecasts,
appropriately valued revenue multiples and earnings
through utilising inappropriate multiples) we:
valuation methodologies * We reviewed the valuations prepared by management's
or assumptions and/or expert and challenged and corroborated the inputs to
title over these investments the valuations with reference to management
may not exist. information on investee companies, market data and
our own understanding;
* We considered the competence, capabilities and
expertise of the management expert through
consideration of the qualifications held by the
expert and the position held in the firm employing
the expert. We also considered the services provided
by the firm which employs the expert. We considered
the independence and objectivity of the expert
through review of the independence declaration made
by the expert to the Company in its valuation report.
We considered the appropriateness of the methodology
and assumptions employed by the expert through review
of the accounting framework and valuation guidelines
followed;
* Reviewed recent management information available to
support assumptions about maintainable revenues,
expenditure, working capital and tax which formed the
basis of the cash flow forecasts used in the
valuations; In order to gain further comfort over
this management information we:
o Agreed a sample of revenue per
the investee companies management
accounts back to invoice to support
the existence of revenue in the
current year;
o Considered the ability of management
to forecast accurately by comparing
the 2021 actual figures to the
2021 forecasts produced in 2020
and received as part of our 2020
audit;
o Obtained an understanding for
management's forecasts for revenue
and considered that against our
knowledge of the entity and the
wider market;
o Obtained management's forecast
EBITDA margins, depreciation and
working capital and reviewed for
reasonableness based on current
year actuals and the forecast for
revenue;
o Considered management's forecast
tax rate and considered this against
the tax rates in place and future
tax rates announced for the relevant
jurisdictions.
* Considered the discount rate applied to the cash flow
forecasts by reference to venture capital discount
rates and where relevant performed a recalculation of
the cost of equity calculation and validated the
inputs utilised, which included stress testing;
* Considered the appropriateness of the cash flow
forecast period with reference to our knowledge of
the subsidiaries and industry norms; and
* Considered the appropriateness of the comparator
market and transaction multiples used with regards to
the operating activities of these companies.
We assessed the impact of the estimation
uncertainty concerning the assumptions
by, w here appropriate, performing
sensitivity analysis by developing
our own point estimate where we
considered that alternative input
assumptions could reasonably have
been applied. We considered the
overall impact of such sensitivities
on the portfolio of investments
in determining whether the valuations
as a whole are reasonable and free
from bias.
For 100% of investments held at
nil we:
* We considered the rationale for a nil valuation and
obtained confirmation that the entities are newly set
up and have not been trading during 2021 and
therefore have no management accounts as they have no
assets, liabilities, income or expenses.
Existence of Investments
For 100% of investments we tested
their existence by inspecting share
purchase agreements or share certificates,
as appropriate.
Key Observations
Based on the procedures performed
considered management's valuations
of these investments to be appropriate
and that there is appropriate title
supporting the existence of investments.
---------------------------------- --------------------------------------------------------------
Investment As described in note We reviewed the Group's listing
Entity Status 3 to the financial statements, documents, financial statement
the Directors have determined disclosures and website publications
Note 2.5, that the Group continues to confirm that the Group's business
3 and 15 to meet the definition purpose, objectives and strategy
of an Investment Entity were congruous with those of an
and therefore holds Investment entity.
certain subsidiaries We obtained management's memorandum
at fair value through which details the rationale for
profit and loss as opposed why APQ Global Limited continues
to consolidating them. to meet the definition of an Investment
entity and checked that the rationale
The assessment of whether applied was consistent with the
the Group continues requirements of applicable accounting
to meet the definition standards. We also checked that
of an investment entity the explanations and rationale
under applicable accounting were consistent with our understanding
standards is judgemental of the entity and its activities.
and must be reconsidered We obtained management's memorandum
at each reporting date, in respect of each of the underlying
taking into account investments which detailed the
changes in the portfolio rationale for acquiring each of
and the Group's activities. these investments and the exit
strategy for each investment. We
Due to acquisitions considered whether the rationale
in unquoted investments for acquiring these investments
through the subsidiaries was in accordance with our understanding
continuing to occur obtained throughout the audit and
year on year, there was consistent with that of an
is a continuing need investment entity.
to spend additional Where appropriate we agreed the
time and effort re-assessing details included in management's
whether the Group continues memoranda to supporting evidence
to meet the definition such as Board meeting minutes,
of an investment entity. publications for investors and
fair value assessments.
We reviewed management's fair value
assessment of each of the investments
and checked that all of the investments
were evaluated on a fair value
basis at the year end.
We reviewed the key disclosures
in respect of this matter to test
that they were complete, accurate,
and appropriate in the context
of the requirements of IFRS 10
Consolidated Financial Statements
Key Observations
Based on the procedures performed
we consider management's view regarding
the Group's investment entity status
to be appropriate.
---------------------------------- --------------------------------------------------------------
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial statements
2021 2020
------------------------------------- --------------------------------------
Materiality $597,000 $680,000
------------------------------------- --------------------------------------
Basis for determining materiality 1% of the Gross investment balance 1% of the Gross investment balance
------------------------------------- --------------------------------------
Rationale for the benchmark applied As an Investment entity, As an Investment entity, investments
investments are the key balance in are the key balance in the financial
the financial statements and a statements and a
key balance of interest to the key balance of interest to the
users. 1% was selected based on the users. 1% was selected based on the
nature of the portfolio nature of the portfolio
and the level of judgement inherent and the level of judgement inherent
in the valuation. in the valuation.
------------------------------------- --------------------------------------
Performance materiality $358,000 $442,000
------------------------------------- --------------------------------------
Basis for determining performance 60% of materiality 65% of materiality
materiality
When setting performance When setting performance materiality
materiality we consider a number of we consider a number of factors
factors including the expected including the expected
misstatements, the history of misstatements, the history of
misstatements and brought forward misstatements and brought forward
adjustments from the prior adjustments from the prior
years as well as the areas of the years as well as the areas of the
financial statements subject to financial statements subject to
estimation uncertainty. estimation uncertainty.
Our performance materiality
threshold decreased in the current
year taking account of the
previous history of errors and
considering the number of areas
subject to estimation uncertainty.
------------------------------------- --------------------------------------
C omponent materiality
We set materiality for each component of the Group based on a percentage of between 70% and 95% (2020: 95%) of Group materiality due to the size and our assessment of the risk of material misstatement of the Group. Component materiality was set between $418,000 and $567,000 (2020: $646,000). In the audit of each component, we further applied performance materiality levels of 60% (2020: 65%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $11,000 (2020: $13,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Consolidated Financial Statements other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies (Guernsey) Law, 2008 reporting
We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:
-- proper accounting records have not been kept by the Parent Company; or
-- the Parent Company financial statements are not in agreement with the accounting records; or
-- we have failed to obtain all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the Group and industry in which the Group operates and considered the risk of acts by the Group which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies (Guernsey) Law, 2008, UK-adopted International accounting standards, the AIM listing rules, the TISE listing rules and IFRS 10 Consolidated Financial Statements (see our key audit matters section above).
We considered compliance with this framework through discussions with management and the Directors, and confirmations from the Audit Committee and performed audit procedures on these areas as considered necessary.
We gained an understanding of the relevant laws and regulations impacting the entity and the susceptibility of the financial statements to fraud through our knowledge of the Group from previous years and discussions with management. We focused on laws and regulations that could give rise to a material misstatement in the Group's financial statements and the susceptibility of the Group's financial statements to material misstatements including fraud.
We have considered the potential for material misstatement in the financial statements, including that arising from fraud and believed the areas in which fraud might occur were with respect to unquoted investment valuations, management override of controls and revenue recognition. Our procedures to address these risks included:
-- agreement of the financial statement disclosures to underlying supporting documentation;
-- enquiries of management, the Directors, and the Audit Committee, as to whether they were aware of any non-compliance with laws and regulations and fraud;
-- review of Board meeting minutes throughout the period;
-- obtaining an understanding of the control environment in monitoring compliance with laws and regulations.
-- review of legal invoice and legal correspondence to identify potential non-compliance with laws and regulations or undisclosed contingencies and commitments;
-- testing of journal postings made during the year to identify potential management override of controls;
-- agreeing revenue to supporting documentation such as; bank statements, management accounts of investee companies, and subsidiary company Board approvals for dividend income as appropriate to gain assurance over the existence of revenue; and
-- the procedures outlined in our key audit matters above in respect of unquoted investment valuations.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor's report.
Use of our report
This report is made solely to the Parent Company's members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
BDO LLP
Chartered accountants
London, UK
Date: 30(th) May 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2021
2021 2020
Note $ $
Revenue 5 6,897,187 11,405,149
Net loss on financial assets at fair value
through profit and loss 15 (8,242,268) (48,194,038)
Administrative expenses 6 (4,186,954) (2,438,278)
Other income 9 647,912 739,512
Operating loss for the year before tax (4,884,123) (38,487,655)
Interest receivable 10 13,748 7,119
Interest payable 11 (2,722,318) (2,525,532)
Net gain on financial liabilities at fair
value through profit and loss 19 - 570,507
Loss on ordinary activities before taxation (7,592,693) (40,435,561)
Tax on loss from ordinary activities - -
Total loss for the year (7,592,693) (40,435,561)
============= ==============
Other comprehensive income - -
Total comprehensive loss for the year (7,592,693) (40,435,561)
============= ==============
Basic losses per share 12 (0.09684) (0.51642)
Diluted losses per share 12 (0.09684) (0.51642)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION Company No. 62008
As at 31 December 2021
2021 2020
Note $ $
Assets
Non-current assets
Property, plant and equipment 14 34,168 13,500
Right of use assets 23 80,187 160,376
Investments 15 59,734,052 67,764,691
-------------- -----------------------
Total non-current assets 59,848,407 67,938,567
Current assets
Trade and other receivables 16 940,428 1,105,234
Cash and cash equivalents 670,644 509,928
-------------- -----------------------
Total current assets 1,611,072 1,615,162
Total assets 61,459,479 69,553,729
============== =======================
Current liabilities
Trade and other payables 17 (840,406) (652,644)
-------------- -----------------------
Total current liabilities (840,406) (652,644)
Long term liabilities
3.5% Convertible Unsecured Loan Stock 18 (37,025,083) (36,226,778)
6% Convertible preference shares 19 - (1,347,099)
Lease liabilities 23 - (83,781)
Total long term liabilities (37,025,083) (37,657,658)
Net assets 23,593,990 31,243,427
============== =======================
Equity
Share capital 20 100,005,450 99,869,252
Equity component of 3.5% Convertible Unsecured
Loan Stock 18 6,919,355 6,919,355
Equity component of 6% Convertible preference
shares 19 - 100,813
Other capital reserves 21 167,331 259,460
Share warrants reserve 22 - 107,702
Accumulated losses (78,570,633) (71,085,642)
Exchange reserve 2.15 (4,927,513) (4,927,513)
Total equity 23,593,990 31,243,427
============== =======================
Net asset value per ordinary share 30.07c 39.88c
============== =======================
The Financial Statements on pages 35 to 75 were approved by the Board of Directors of APQ Global Limited and
signed on 30(th) May 2022 on its behalf by:
___________________ ___________________
Bart Turtelboom Phil Soulsby
Chief Executive Officer Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 31 December 2021
Convertible
CULS preference Other
equity shares Share capital
Share component equity warrants reserves Accumulated Exchange
Notes capital component losses reserve Total
As at 1
January 2020 99,733,054 6,919,355 - - 300,798 (29,109,833) (4,927,513) 72,915,861
Comprehensive
loss
for the year
Loss for the
year - - - - - (40,435,561) - (40,435,561)
Equity after
total
comprehensive
income/(loss)
for the
year 99,733,054 6,919,355 - - 300,798 (69,545,394) (4,927,513) 32,480,300
Contributions
by and
distributions
to owners
Issue of share
warrants 22 - - - 107,702 - - - 107,702
Adjustment to
preference
share terms 19 - - 100,813 - - - - 100,813
Share based
payments 21 - - - - 108,333 - - 108,333
Share based
payments
settled in
cash 21 - - - - (13,473) - - (13,473)
Issue of share
awards 20 136,198 - - - (136,198) - - -
------------ ------------- ------------- ----------- ----------- -------------- ------------- --------------
Dividends 13 - - - - - (1,540,248) - (1,540,248)
------------ ------------- ------------- ----------- ----------- -------------- ------------- --------------
As at 31
December 2020 99,869,252 6,919,355 100,813 107,702 259,460 (71,085,642) (4,927,513) 31,243,427
============ ============= ============= =========== =========== ============== ============= ==============
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
As at 31 December 2021
Convertible
CULS preference Other
equity shares Share capital
Share component equity warrants reserves Accumulated Exchange
Notes capital component losses reserve Total
As at 1
January 2021 99,869,252 6,919,355 100,813 107,702 259,460 (71,085,642) (4,927,513) 31,243,427
Comprehensive
loss for
the year
Loss for the
year - - - - - (7,592,693) - (7,592,693)
Equity after
total
comprehensive
income/(loss)
for the
year 99,869,252 6,919,355 100,813 107,702 259,460 (78,678,335) (4,927,513) 23,650,734
Contributions
by and
distributions
to owners
Share warrants
cancelled 22 - - - (107,702) - 107,702 - -
Repurchase of
Convertible
Preference
Shares 19 - - (100,813) - - - - (100,813)
Share based
payments 21 - - - - 57,541 - - 57,541
Share based
payments
settled in
cash 21 - - - - (13,472) - - (13,472)
Issue of share
awards 20 136,198 - - - (136,198) - - -
Dividends 13 - - - - - - - -
As at 31
December 2021 100,005,450 6,919,355 - - 167,331 (78,570,633) (4,927,513) 23,593,990
============= ============= ============= =========== =========== ============== ============= =============
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 31 December 2021
2021 2020
Cash flow from operating activities Note $ $
Cash generated from operations
Loss for the financial year (7,592,693) (40,435,561)
Adjustments for non-cash income and expenses
Equity settled share-based payments 21 57,541 108,333
Depreciation on property, plant and equipment 14 11,295 14,298
Depreciation on right of use assets 23 80,189 84,802
Net loss on financial assets at fair value
through profit and loss 15 8,242,268 48,194,038
Net gain on financial liabilities at fair
value through profit and loss 19 - (570,507)
Net gain on amendment to 6% convertible
preference share terms 19 - (661,581)
Gain on repurchase of 6% convertible preference
shares (647,912) -
Net gain on deferred compensation no longer
payable 9 - (77,931)
Exchange rate fluctuations (360,458) (343,618)
Changes in operating assets and liabilities
(Increase)/decrease in trade and other receivables 16 (95,727) 463,758
Increase in trade and other payables 17 85,355 78,089
Decrease/(increase) in receivables from
group undertakings 16 260,533 (697,301)
Increase in payables from group undertakings 17 282,526 31,282
------------- --------------
Cash generated from operations 322,917 6,188,101
Interest received 10 (13,748) (7,119)
Interest paid 11 2,722,318 2,525,532
Net cash inflow from operating activities 3,031,487 8,706,514
Cash flow from investing activities
Payments to acquire investments (612,310) (8,045,778)
Payments to acquire property, plant and
equipment 14 (31,963) (10,128)
Proceeds from disposal of investments 203,371 -
Interest received 10 13,748 7,119
Net cash outflow from investing activities (427,154) (8,048,787)
Cash flow from financing activities
Equity dividends paid 13 - (1,540,248)
Preference share dividends paid 11 (120,600) (147,936)
Repurchase of convertible preference shares (800,000) -
Interest on CULS 18 (1,436,939) (1,319,273)
Cash settled share-based payments 21 (13,472) (13,473)
Principal paid on lease liabilities 23 (88,016) (68,432)
Net cash outflow from financing activities (2,459,027) (3,089,362)
Net increase / (decrease) in cash and cash
equivalents 145,306 (2,431,635)
Cash and cash equivalents at beginning of
year 509,928 1,505,234
Exchanged rate fluctuations on cash and
cash equivalents 15,410 1,436,329
Cash and cash equivalents at end of year 670,644 509,928
------------- --------------
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 31 December 2021 (continued)
2021 2020
$ $
Reconciliation of cash flows to debt
Brought forward 37,734,253 34,132,003
Cash flows used in servicing interest payments
of CULS (1,436,939) (1,319,273)
Cash flows used in principal payments of
lease liabilities (88,016) (68,432)
Cash flows used in repurchase of convertible (800,000) -
preference shares
Non cash flows - recognition of lease liability - 160,376
Non cash flows - net impact of (derecognition)/recognition
of convertible preference shares (547,099) 1,347,099
Non cash flows - amortisation of discount
on CULS issue 2,590,378 2,375,068
Non cash flows - amortisation of discount
on lease liabilities 10,773 2,528
Exchange differences (354,487) 1,104,884
Closing balance 37,108,863 37,734,253
------------- -------------
Net debt comprises the following:
Convertible Unsecured Loan Stock 2024 37,025,083 36,226,778
6% convertible preference shares - 1,347,099
Lease liabilities 83,780 160,376
------------- -------------
37,108,863 37,734,253
------------- -------------
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
1. Corporate information
The financial statements of APQ Global Limited (the "Group") for the year ended 31 December 2021 were authorised for issue in accordance with a resolution of the Board of Directors on 30 May 2022. The Company is incorporated as a limited company in Guernsey. The Company was incorporated on 10 May 2016 for an unlimited duration in accordance with the Companies (Guernsey) Law, 2008 . The Company's registered office is at PO Box 142, The Beehive, Rohais, St Peter Port, Guernsey, GY1 3HT.
The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses in emerging markets as well as earning revenue from income generating operating activities [16] .
The Company and its subsidiaries [17] have no investment restrictions and no maximum exposure limits will apply to any investments made by the Group, unless otherwise determined and set by the Board from time to time. No material change will be made to the Company's or subsidiaries objective or investing policy without the approval of Shareholders by ordinary resolution.
The Group's investment activities are managed by the Board.
The shares are quoted on The International Stock Exchange for informational purpose. The ordinary shares are admitted to trading on AIM.
2. Significant accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance UK adopted International Accounting Standards (UK IAS) and applicable law. The financial statements have been prepared on a historical-cost basis, except for financial assets and financial liabilities held at fair value through profit or loss (FVTPL) that have been measured at fair value. The financial statements have been prepared on a going concern basis.
The principal accounting policies are set out below.
2.2 Going concern
Following the measures taken in the first quarter of the year, the Directors believe that it is appropriate to adopt the going concern basis in preparing the Financial Statements since the ultimate assets of the Company mainly consist of securities which are readily realisable and, accordingly, the Company has adequate financial resources to continue in operational existence for at least 12 months from the date of this report. The Company will be able to meet all its liabilities as they fall due. See below for the Stress Testing applied in coming to this conclusion.
Stress Testing
After assessing the Company as a Going Concern in normal (poor) economic conditions across a one year horizon, the Company would maintain a sufficient expense coverage ratio net of paying all its operating expenses and net of its financial payment obligations to the CULS. The Company would not breach any debt covenants and would retain USD 30.8 (+18.4) million in cash as of March 1, 2023.
Under normal market assumptions, the Company assumes that it meets all its financial obligations as well as its operating expenses. It earns a nominal income/growth yield on its Liquid Market Portfolio based on prevailing market risk premiums. The Company forecasts to receive dividend income from its Direct Investment Portfolio in line with those paid throughout 2022 ($2.5 million). Under poor economic conditions, the earnings assumptions are halved, and zero dividends are received from the Company's Direct Investment Portfolio, whilst the financial obligations and expenses are held constant. There are zero Fair Value Profit or Losses assumed on the Direct Investment Portfolio throughout the period under review.
2.2 Going concern (continued)
Long Term Viability Statement
There is currently no strict regime of Corporate Governance to which the Company must adhere to, however there are guidelines set out for AIM companies. The Company complies with the UK code on Corporate Governance, issued July 2019 for periods beginning on or after 1 January 2020 to the extent outlined in the Corporate Governance section on pages 16 and 17. In accordance with provision 31 of the UK Corporate Governance Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months minimum required by the 'Going Concern' provision. Three years is deemed to be an appropriate time period for management to implement its medium-term strategic objectives set out in the Business Model and Strategy section (page 9) of these financial statements.
Further to the above - Going Concern, the Company extends its above analysis to a three-year cash flow forecast (to December 2024) using newly targeted budgets and concluded that:
Assuming normal (poor) economic conditions [18] , the Company would preserve an expense coverage ratio net of its financial obligations of 25 (19), retaining USD 9 (+3) million in cash on its balance sheet as of Jan 1, 2025. Providing considerable headroom to absorb poor conditions. These figures include the settlement of the CULS of $41m in September 2024. The Group currently holds a liquid markets portfolio which is valued in excess of the redemption value of the CULS. The group will liquidate the portfolio over the next two years in preparation for the redemption.
Based on the Company's processes for monitoring operating costs, share discount, internal controls, invested asset allocation, risk profile, liquidity risk and the assessment of the principal risks and uncertainties facing the Company, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the forecasted period to 31 December 2024
Dividend Suspension
The suspension of the dividend paid to ordinary shareholders will increase the cash available to the Company by approximately $6m per annum based on last year's distributions. The Board reviews the dividend policy quarterly. The dividend remains on hold until further notice.
2.3 Functional and presentational currency
The Group's presentational and functional currency is US Dollars.
2.4 Standards issued
Standards, amendments and interpretations effective for the current year
The following standards, interpretations and amendments were effective for the current year however did not have a significant impact on the financial position or performance of the Group:
Amendments to References to the Conceptual Framework in IFRS Standards (effective for financial years beginning on or after 1 January 2021).
Amendments to the definition of a business in IFRS 3 Business Combinations (effective for financial years beginning on or after 1 January 2021).
Amendments to the definition of material in IAS I Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (effective for financial years beginning on or after 1 January 2021).
2.4 Standards issued (continued)
Standards, amendments and interpretations effective for the current year (continued)
Amendments to interest rate benchmark reform in IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures, IFRS 4 Insurance contracts and IFRS16 Leases (effective for financial years beginning on or after 1 January 2021).
Amendments to IFRS 16, COVID-19-Related Rent Concessions (effective for financial years beginning on or after 30 June 2021) .
Early adoption of standards
The Group did not adopt new or amended standards in the year that are yet to become effective.
Standards issued but not yet effective
IFRS 17 Insurance contracts Supersedes IFRS 4 Insurance contracts Effective 1 January
2023
Amendments to standards issued but not yet effective
IAS 1 Presentation of Classification of liabilities as Effective 1 January
Financial Statements current or non-current 2023
Disclosure of material accounting Effective 1 January
policies 2023
IAS 8 Accounting Policies, Definition of accounting estimates Effective 1 January
Changes in Accounting 2023
Estimates and Errors
IAS 12 Taxation Deferred tax related to assets and Effective 1 January
liabilities arising from a single 2023
transaction.
IAS 37 Provisions Onerous contracts - Cost of fulfilling Effective 1 January
a Contract 2022
IAS 41 Annual improvements to IFRS standards Effective 1 January
2018-2020 2022
IFRS 1 First-time Adoption Annual improvements to IFRS standards Effective 1 January
of International Financial 2018-2020 2022
Reporting Standards
IFRS 3 Business Combinations Updates outdated references to the Effective 1 January
Conceptual Framework 2022
IFRS 4 Insurance contracts Applying IFRS 9 Financial instruments Effective 1 January
with IFRS 4 Insurance contracts. 2023
IFRS 9 Financial Instruments Annual improvements to IFRS standards Effective 1 January
2018-2020 2022
IFRS 16 Leases Treatment of proceeds before intended Effective 1 January
use 2022
Annual improvements to IFRS standards Effective 1 January
2018-2020 2022
The impact of these standards is not expected to be material to the reported results and financial position of the Group. The Group has not adopted any of these standards early.
2.5 Basis of consolidation
The Directors have concluded that APQ Global Limited has all the elements of control as prescribed by IFRS 10 "Consolidated Financial Statements" in relation to its subsidiaries and that the Company satisfies the criteria to be regarded as an investment entity. For a detailed analysis of the assessment of the criteria please refer to note 3; Significant accounting judgements, estimates and assumptions. Based on this, the subsidiaries APQ Cayman Limited, APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited, BARTR Holdings Limited and APQ Knowledge Limited are therefore measured at fair value through profit or loss (FVTPL), in accordance with IFRS 13 "Fair Value Measurement" and IFRS 9 "Financial Instruments".
2.5 Basis of consolidation (continued)
Notwithstanding this, IFRS 10 requires subsidiaries that provide services that relate to the investment entity's investment activities to be consolidated. The subsidiaries APQ Partners LLP and APQ Capital Services Limited assist the Board with implementation of its business strategy, provides research on business opportunities in emerging markets and provides support for cash management and risk management purposes. Accordingly, the consolidated financial statements of the Group include the results of the Company, APQ Partners LLP and APQ Capital Services Limited, whilst APQ Cayman Limited, APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited, BARTR Holdings Limited and APQ Knowledge Limited are measured at FVTPL. The results of APQ Partners LLP and APQ Capital Services Limited are consolidated from the date control commences. Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions are eliminated in preparing these consolidated financial statements.
2.6 Financial instruments
The Group classifies its financial assets and financial liabilities at initial recognition into the following categories, in accordance with IFRS 9 Financial Instruments.
Financial assets at FVTPL
The investments in APQ Cayman Limited, APQ Corporate Services Limited and APQ Knowledge Limited are designated at fair value through profit or loss upon initial recognition on the basis that they are part of a group of financial assets that are managed and have their performance evaluated on a fair value basis, in accordance with risk management and investment strategies of the Company, as set out in the Company's offering document.
In accordance with the exception under IFRS 10 Consolidated Financial Statement for an investment entity, the Company does not consolidate its investments in APQ Cayman Limited, APQ Corporate Services Limited and APQ Knowledge Limited and has designated the investments as fair value through profit or loss in the financial statements. The investments in APQ Cayman Limited, APQ Corporate Services Limited and APQ Knowledge Limited are subsequently measured at fair value with movements in fair value recognised as net gain/(loss) on financial assets at fair value through profit and loss in the consolidated statement of comprehensive income.
The investment in BARTR Holdings Limited is designated as fair value through profit or loss with movements in fair value recognised as net gain/(loss) on financial assets at fair value through profit and loss in the consolidated statement of comprehensive income.
Financial liabilities held at FVTPL
APQ Capital Services Limited, a subsidiary of the Company, issued 6% convertible preference shares ("CPS") which were a compound instrument containing a financial liability held at amortised cost and a financial liability held at fair value through profit and loss.
The fair value of the derivative component held at fair value through profit and loss, containing a variable conversion rate, is derived from the difference between the value of the consideration determined for the total instrument and the fair value assigned to the liability held at amortised cost.
Subsequent measurement at fair value was based on the value of the conversion option. The liability was derecognised on 30 June 2020 as the terms of the instrument were changed to remove the variable conversion rate. Please see 2.8 for more details on this transaction.
Financial assets held at amortised cost
The Group recognises trade debtors, accrued income and other debtors as financial assets classified as amortised cost. These assets are held in order to collect the contractual cash flows and the contractual cash flows are solely payments of principal and interests. These are classified, at initial recognition, as receivables at fair value plus transaction costs and are subsequently measured at amortised cost. The Group has adopted the simplified approach to the credit loss model. Under the simplified credit loss model approach a provision is recognised based on the expectation of default rates over the full lifetime of the financial assets without the need to identify significant increases on credit risk on these assets.
2.6 Financial instruments (continued)
Financial assets held at amortised cost (continued)
A financial asset (or, where applicable, a part of a financial asset or a part of a group of similar financial assets) is derecognised where the rights to receive cash flows from the asset have expired, or the Group has transferred its rights to receive cash flows from the asset, or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement and either:
(a) the Group has transferred substantially all of the risks and rewards of the asset; or
(b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
When the Company has transferred its right to receive cash flows from an asset (or has entered into a pass-through arrangement), and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group's continuing involvement in the asset. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Further detail of the Group's financial assets held at amortised cost are disclosed in Note 16 and Note 25 in these financial statements.
Financial liabilities held at amortised cost
The Group recognises trade creditors, other creditors, accruals liability component of convertible preference shares, and the liability component of convertible loan stock as other financial liabilities. Other financial liabilities are classified, at initial recognition, as payables at fair value net of transaction costs and are subsequently measured at amortised cost using the effective interest method. Further details are disclosed in Note 17, Note 18, Note 19, Note 23 and Note 25 in these financial statements.
The Group derecognises a financial liability when the obligation under the liability is discharged, cancelled or expired.
2.7 Fair value measurement
The Company measures its investments in APQ Cayman Limited, APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited, APQ Knowledge Limited and BARTR Holdings Limited at fair value at each reporting date.
For APQ Cayman Limited this is considered to be the carrying value of the net assets of APQ Cayman Limited. APQ Cayman Limited measures its underlying investments at fair value.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
The fair value for financial instruments traded in active markets at the reporting date is based on their quoted price (bid price for long positions and ask price for short positions), without any deduction for transaction costs.
For all other financial instruments, not traded in an active market, including APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited, APQ Knowledge Limited and BARTR Holdings Limited, the fair value is determined by using valuation techniques deemed to be appropriate in the circumstances. These have been determined in accordance with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines. These guidelines require the valuer to make judgements with regards to the most appropriate valuation method to be used and the results and inputs used to determine these valuations.
2.7 Fair value measurement (continued)
Valuation methods that may be used include:
-- The income approach - valuation through discounted cash flow forecast of future cash flows or earnings, using appropriate discount rates.
-- The market approach - valuation by comparing the asset being valued to comparable assets for which price information is readily available. This price information can be in the form of transactions that have occurred or market information on companies operating in a similar industry.
-- The cost approach - valuation based on the cost of reproducing or replacing the asset being valued.
The use of these guidelines requires management to make judgements in relation to the inputs utilised in preparing these valuations. These include but are not limited to:
-- Determination of appropriate comparable assets and benchmarks; and
-- Adjustments required to existing market data to make it more comparable to the asset being valued.
The use of these guidelines additionally requires management to make significant estimates in relation to the inputs utilised in preparing these valuations. These include but are not limited to:
-- Future cash flow expectations deriving from these assets; and -- Appropriate discount factors to be used in determining the discounted future cash flows.
For assets and liabilities that are measured at fair value on a recurring basis, the Company identifies transfers between levels in the hierarchy by re-assessing the categorisation (based on the lowest level input that is significant to the fair value measurement as a whole), and deems transfers to have occurred at the beginning of each reporting period.
2.8 6% Convertible preference shares
APQ Capital Services Limited, a subsidiary of the Company, issued 6% convertible preference shares ("CPS"). The CPS contain a perpetual 6% dividend rate and a conversion option for ordinary shares of APQ Global Limited. On initial issue the CPS were recognised as a liability comprising a liability held at amortised cost and a derivative conversion option held at fair value through profit and loss.
At the date of issue, the fair value of the liability component held at amortised cost was estimated by assuming that an equivalent non-convertible obligation of the Company would have a coupon rate of 7.9%. The fair value of the derivative component, containing a variable conversion rate, is derived from the difference between the value of the consideration determined for the acquisition of Parish Group Limited and the fair value assigned to the liability held at amortised cost.
The terms of the CPS were amended on the 30 June 2020, to amend the conversion option to a fixed ratio of CPS to ordinary shares. Subsequent to this amendment to the CPS are regarded as a compound instrument, comprising of a liability component and an equity component. Due to the significant change in the terms of the CPS the initial instrument was derecognised and then recognised at the new fair value. The gain of $661,581 on the derecognition of the liability is recognised within other income in the statement of comprehensive income.
On amendment, the fair value of the liability component was estimated by assuming that an equivalent non-convertible obligation of the Company would have a coupon rate of 11.9%. The fair value of the equity component was determined in based on the present value of the average gain on conversion based on a range of simulated share prices.
The dividends on the convertible preference shares are taken to the statement of comprehensive income as finance costs.
The convertible preference shares were repurchased during the year as detailed in note 19.
2.9 Share warrants
Share warrants issued are measured at fair value at the date of issue using the Black-Scholes pricing model, which incorporates certain input assumptions including the warrant price, risk-free interest rate, expected warrant life and expected share price volatility. The fair value is included as a component of equity and is transferred from the share warrant equity reserve to share capital on exercise. If the warrants expire then the fair value is transferred from the share warrant equity reserve to retained earnings. The share warrants were cancelled during the year as detailed in note 22.)
2.10 Foreign currency translations
Transactions during the year, including purchases and sales of securities, income and expenses, are translated at the rate of exchange prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Foreign currency transaction gains and losses on financial instruments classified as at FVTPL are included in profit or loss in the statement of comprehensive income as part of the 'net (loss) or gain on financial assets at fair value through profit or loss'.
2.11 Share capital
In the event of the liquidation of the Company the Ordinary Shares entitle the holder to a pro rata share of the Company's net assets. Shares are issued net of transaction costs, which are defined as incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
2.12 3.5% Convertible Unsecured Loan Stock 2024
3.5% Convertible Unsecured Loan Stock 2024 ("CULS") issued by the Company is regarded as a compound instrument, comprising of a liability component and an equity component. At the date of issue, the fair value of the liability component was estimated by assuming that an equivalent non-convertible obligation of the Company would have a coupon rate of 6.5%. The fair value of the equity component, representing the option to convert liability into equity, is derived from the difference between the issue proceeds of the CULS and the fair value assigned to the liability. The liability component is subsequently measured at amortised cost using the effective interest rate.
Direct expenses associated with the CULS issue are allocated to the liability and equity components in proportion to the split of the proceeds of the issue. Expenses allocated to the liability component are amortised over the life of the instrument.
The interest expense on the CULS is calculated according to the effective interest rate method by applying the assumed rate of 6.5% at initial recognition to the liability component of the instrument. The difference between this amount and the actual interest paid is added to the carrying amount of the CULS.
2.13 Share-based payments
On 19 April 2017, and amended on 17 July 2018, the Company formalised a management share plan. The plan allows for certain members of the management to benefit from 20% of any increase in the year end book value per share for a given year (a performance period). Awards can be issued as an allocation of a specified number of shares or as an option (a right to acquired shares under the plan for nil consideration). Since any awards granted are to be settled by the issuance of equity, they are deemed to be equity settled share-based payments accounted for in accordance with IFRS 2.
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, together with a corresponding increase in other capital reserves, based upon the Group's estimate of the shares that will eventually vest, which involves making assumptions about any performance and service conditions over the vesting period. The vesting period is determined by the period of time the relevant participant must remain in the Group's employment before the rights to the shares transfer unconditionally to them. The total expense is recognised over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end of each period, the Group revises its estimates on the number of awards it expects to vest based on service conditions.
Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.
2.13 Share-based payments (continued)
Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph.
The Group retains the right to settle the share award in cash. The transaction is accounted for as an equity settled payment and vested over the life of the award. At the point the Group elects to settle the share award in cash, or an expectation that the award will be settled in cash, the value of the portion to be settled in cash is reclassified from the share-based payment reserve to liabilities. Any difference between the value recorded in the share-based payment reserve and the value of the cash to be paid is recognised as an expense in the statement of comprehensive income.
Per the management share plan the vesting period for any awards issued can be up to 5 years and subject to certain conditions. The first awards were issued in the year with respect to the performance period ended 31 December 2017.
2.14 Accumulated losses
Accumulated losses consists of profit or losses for the financial year as disclosed in the statement of comprehensive income less foreign currency translation differences. Dividends declared by the Board of Directors are paid are accounted for as an increase in accumulated losses.
2.15 Exchange reserve
During the year ended 31 December 2017, the Company changed the functional and presentational currency in which it presents its financial statements from Pounds Sterling to US Dollars. A change in presentational currency is a change in accounting policy which is accounted for retrospectively. The financial information for the period ended 31 December 2016 was previously reported in Pounds Sterling and was restated in US Dollars using differing exchange rates. The retained earnings were converted using an average rate for the period they related to. Equity shares were converted using the historical date which was the date of issue of the shares. The assets and liabilities were converted at the closing exchange date at 31 December 2016. Therefore, an exchange reserve is included in the Statement of Financial Position to reflect the fact this change in presentational currency from the functional currency to 31 December 2016.
2.16 Distributions to shareholders
Dividends are at the discretion of the Company. A dividend to the Company's shareholders is accounted for as a deduction from retained earnings. An interim dividend is recognised as a liability in the period in which it becomes irrevocable, which is following its payment. A final dividend is recognised as a liability in the period when it becomes irrevocable, which is once it has been approved at the annual general meeting of shareholders.
2.17 Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and short-term deposits in banks that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with original maturities of three months or less.
Short-term investments that are not held for the purpose of meeting short-term cash commitments and restricted margin accounts are not considered as 'cash and cash equivalents'.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.
2.18 Property, plant and equipment
Property, plant and equipment is recorded at historical cost less accumulated depreciation and impairment losses.
Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost or valuation of each asset on a straight-line basis over its expected useful life to estimated residual values, as follows:
Office equipment over 3 years Furniture and fixtures over 4 years
Leasehold improvements over 2 years
Residual values, useful lives and depreciation method are reviewed, and adjusted if appropriate, at each year end.
2.19 Impairment of receivables from group undertakings
Impairment provisions for receivables from group undertakings are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, no impairment is recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
2.20 Interest revenue and expenses
Interest revenue and expenses are recognised in the statement of comprehensive income for all interest-bearing financial instruments using the effective interest method.
2.21 Dividend income
Dividend income is recognised on the date when the Company's right to receive the payment is established. This is ordinarily at the ex-dividend date.
2.22 Telecommunication minutes income
Telecommunications minutes income represents income received with respect to the resale of minutes purchased by the Company. The Company had a few customers each governed by separate contracts. The performance obligations under the contracts with these customers is the supply of these minutes. Minutes are supplied at the point of customer utilisation and therefore income is recognised in the period the customer has utilised the minutes. The transaction price is valued per minute and is allocated to each minute sold. This source of revenue has now ceased.
2.23 Net gain or loss on financial assets and liabilities at fair value through profit or loss
Net gains or losses on financial assets and liabilities at FVTPL are changes in the fair value of financial assets and liabilities held for trading or designated upon initial recognition as at FVTPL and exclude interest and dividend income and expenses.
Unrealised gains and losses comprise changes in the fair value of financial instruments for the period and from reversal of the prior period's unrealised gains and losses for financial instruments which were realised in the reporting period. Realised gains and losses on disposals of financial instruments classified as at FVTPL are calculated using the first-in, first-out (FIFO) method. They represent the difference between an instrument's initial carrying amount and disposal amount, or cash payments or receipts made on derivative contracts (excluding payments or receipts on collateral margin accounts for such instruments).
2.24 Fee expense
Fees are recognised on an accrual basis. Refer to Note 6 for details of fees and expenses paid in the period.
2.25 Taxes
The Company is taxable in Guernsey at the company standard rate of 0% (2020: 0%).
2.26 Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
-- Leases of low value assets; and -- Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group's incremental borrowing rate on commencement of the lease is used. Variable lease payments are expensed in the period to which they relate.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
-- lease payments made at or before commencement of the lease; -- initial direct costs incurred; and
-- the amount of any provision recognised where the group is contractually required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset.
3. Significant accounting judgements, estimates and assumptions
The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts recognised in the financial statements and disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Judgements
In the process of applying the Group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:
Assessment as investment entity
Entities that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at fair value through profit or loss rather than consolidate them, except to the extent that the subsidiary provides services that relate to the investment entity's investment activities. The criteria which define an investment entity are, as follows:
-- An entity that obtains funds from one or more investors for the purpose of providing those investors with investment management services;
-- An entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
-- An entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
Assessment as investment entity (continued)
The Company's listing document details its objective of providing investment management services to investors which includes investing in equities, fixed income securities, private equity and property investments for the purpose of returns in the form of investment income and capital appreciation. This is via its subsidiary APQ Cayman Limited. The Company also holds several private investments either directly or through its other subsidiaries for the purpose of investment income and capital appreciation.
The Company reports to its investors via quarterly investor information, and to its management, via internal management reports, on a fair value basis. All investments are reported at fair value to the extent allowed by UK IAS in the Company's annual reports. The Company has an exit strategy for all of its underlying investments.
The Board has concluded that the Company meets additional characteristics of an investment entity, in that it has more than one investment; the Companies ownership interests are predominantly in the form of equities and similar securities; it has more than one investor and its investors are all not related parties.
The Board has therefore concluded that the Company meets the definition of an investment entity. These conclusions will be reassessed on an annual basis, if any of these criteria or characteristics change. The Board therefore recognises its investment in APQ Cayman Limited, APQ Corporate Services Limited, APQ Knowledge Limited, Delphos Holdings Limited, Evergreen Impact Limited and BARTR Holdings Ltd at fair value through profit or loss. The Board has also concluded that since APQ Partners LLP and APQ Capital Services Limited provide services related to the Company's investment activities, these subsidiaries should be consolidated.
Valuation of investments
There are a range of methods for determining the fair value of the unquoted investments held by the Group. Determination of the most appropriate method for valuing these is a key judgement of the Board, and the use of different methods will result in variations in the fair value determined for each investment. The Board determines the most appropriate method based of the life stage of the investment and available comparisons to existing companies operating in the same investments. The Board utilises qualified third parties to assist in deciding the most appropriate valuation technique.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
Fair value of investments
The Directors consider that the fair value of the investment in APQ Cayman Limited should be based on the NAV of APQ Cayman Limited, please refer to note 2.6 and note 15 for further discussion regarding the fair value of investments.
The Directors measure the investments in APQ Corporate Services Limited, APQ Knowledge Limited, Delphos Holdings Limited, Evergreen Impact Limited and BARTR Holdings Limited in accordance with the IPEV guidelines. As these investments are unlisted, their fair value is determined through a range of inputs using external comparisons and management generated forecasts. Forecasts are by their nature estimated expectations and this leads to uncertainty with respect to the valuation of these investments
The forecast future cash flows are a key estimate in the determination of these valuations and are subject to uncertainty. These forecasts are determined at the Statement of Financial Position date and do not reflect changes in these forecasts from events after the reporting periods.
Fair value of 6% convertible preference shares
Fair value has been determined through a range of inputs and modelling the results of the change in these inputs. Inputs are determined based on past performance, comparable instruments and management's determination of the suspected future time horizons for the conversion of the instruments. These forecasted values are by their nature estimates and therefore there is uncertainty with relation to the valuation of these instruments. Further details in relation to the valuation of these instruments can be found in note 19.
4. Information
For management purposes, the Group is organised into one main operating segment, which invests in equities and credit, government and local currency bonds. All of the Group's activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.
The following table analyses the Group's assets by geographical location. The basis for attributing the assets are the place of listing for the securities or for non-listed securities, country of domicile.
2021 2020
Group $ $
Cayman 44,555,286 53,586,488
United Kingdom 480,794 551,655
Guernsey 13,215,073 11,736,157
Europe 3,208,326 3,679,429
61,459,479 69,553,729
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5. Analysis of revenue
2021 2020
$ $
Dividends received from APQ Cayman Limited 6,707,714 9,355,112
Dividends received from APQ Corporate Services
Limited - 1,255,533
Dividends received from APQ Knowledge Limited 189,473 81,558
Telecommunications minutes income - 712,946
6,897,187 11,405,149
=========== ============
6. Analysis of administrative expenses
2021 2020
Notes $ $
Personnel expenses 8 1,145,728 598,103
Depreciation of property, plant and equipment 14 11,295 14,298
Depreciation of right of use assets 23 80,189 84,802
Payments on short term leases 21,329 -
Auditor's remuneration - Audit fees 168,238 165,948
Auditor's remuneration - other accounting
services - 60,770
Nominated advisor fees 70,689 63,473
Expenses incurred in relation to investment
in BARTR Holdings Limited - 3,543
Costs of purchasing telecommunications minutes - 730,592
Administration fees and expenses 193,761 194,387
Directors' remuneration 7 200,272 169,348
Other expenses 301,889 252,731
Professional fees 2,703,067 1,384,504
Share based payment expenses 21 57,541 108,333
Insurance 13,848 11,380
Bad debt expenses - 216,543
Recharge of expenses to APQ Cayman Limited (442,521) (433,665)
Net exchange gains (338,370) (1,186,812)
4,186,954 2,438,278
=========== =============
7. Directors' remuneration
2021 2020
$ $
Directors' remuneration 200,272 166,292
Share based payment expenses 46,033 86,666
Social security costs on directors' remuneration - 3,056
246,305 256,014
========= =========
The highest paid director was Bart Turtelboom
(2020: Bart Turtelboom) 79,001 132,971
========= =========
Average number of directors in the year 4 4
========= =========
8. Personnel expenses
2021 2020
$ $
Short term benefits - wage and salaries 424,132 256,037
Short term benefits - social security
costs 46,215 25,571
Short term benefits - other benefits 657,322 307,029
Short term benefits - Share based payment
expenses 11,508 21,667
Post-employment benefits 18,059 9,466
1,157,236 619,770
=========== =========
Personnel expenses include expenses per note 6 and the portion of share
based payments relating to individuals who are not directors of the Company.
Key management personnel expenses, excluding Directors' remuneration
detailed in note 7, is as follows:
2021 2020
$ $
Short term benefits - other benefits 620,789 300,062
Short term benefits - Share based payment
expenses 11,508 21,667
------------ -----------
632,297 321,729
============ ===========
Other benefits include drawings paid to the members of APQ Partners LLP
and staff benefits such as healthcare.
9. Other income
2021 2020
$ $
Other income from early settlement of deferred
compensation - 77,931
Other income from amendment to 6% convertible
preference share terms - 661,581
Gain on repurchase of 6% convertible preference
shares 647,912 -
647,912 739,512
========= =========
10. Interest receivable
2021 2020
$ $
Loan interest receivable from Palladium
Trust Services Limited 13,748 6,488
Loan interest receivable from New Markets
Media & Intelligence Ltd - 631
13,748 7,119
======== =======
11. Interest payable
2021 2020
$ $
Interest on 3.5% Convertible Unsecured
Loan Stock 2024 2,590,378 2,375,068
Interest on lease liabilities 11,340 2,528
Dividend paid on 6% convertible preference
shares 120,600 147,936
2,722,318 2,525,532
=========== ===========
12. Losses Per Share
The basic and diluted losses per share are calculated by dividing the loss by the average number of ordinary shares outstanding during the year.
2021 2020
$ $
Total comprehensive loss for the year (7,592,693) (40,435,561)
Weighted average number of shares in
issue 78,408,067 78,299,359
Losses per share (0.09684) (0.51642)
============= ==============
Diluted losses per share (0.09684) (0.51642)
============= ==============
The Group had share awards vested but not yet issued, which are not dilutive in 2021 or 2020, as the impact of dilution would be to decrease the loss per share. The impact of these share awards would have no impact on the total comprehensive loss for the year. They would increase the weighted average number of shares by 116,828 (2020: 233,657).
The Group has 6,000 (2020: 6,000) units of Convertible Loan Stock which are potentially dilutive if converted into ordinary shares. This would increase the weighted average number of shares by 6,000 (2020: 6,000) exercise price on these conversion options currently exceeds the traded share price of APQ Global. These are not currently dilutive (2020: not dilutive).
Potentially dilutive instruments
In prior year APQ Global issued 1,000,000 share warrants with an exercise price of 70.94p and 268,000 convertible preference shares which were convertible into convertible into 11.25 ordinary shares per convertible preference share. The possible impact of this dilution would be to increase the weighted average number of shares by 3,015,000. These share warrants were cancelled during the year with the convertible preference shares repurchases and cancelled. These cancellations removed any potentially dilutive instruments.
13. Dividends
No dividends were declared in the year ended 31 December 2021 with the following dividends being declared in year ended 31 December 2020 as follows:
Dividend
per share Dividend
Ex-dividend Payment date Dividend Dividend (GBP) per share
date (GBP) ($) ($)
30 January
First dividend 2020 2 March 2020 1,174,014 1,540,248 0.015 0.020
----------- ------------ ------------ ------------
Total 2020 1,174,014 1,540,248 0.015 0.020
=========== ============ ============ ============
The stated dividend policy of the Company is to target an annualised dividend yield of 6% based on the Placing Issue Price. Due to the impact of Covid-19 the Company has ceased all dividends until further notice.
There is no guarantee that any dividends will be paid in respect of any financial year. The ability to pay dividends is dependent on a number of factors including the level of income returns from the Company's investee entities. There can be no guarantee that the Group will achieve the target rates of return referred to in this document or that it will not sustain any capital losses through its activities.
14. Property, plant and equipment
Office Furniture Leasehold
equipment and fixtures improvements Total
$ $ $ $
Cost
At 1 January 2021 73,124 19,867 34,588 127,579
Additions during the
year 31,579 384 - 31,963
At 31 December 2021 104,703 20,251 34,588 159,542
============ =============== =============== =========
Accumulated depreciation
At 1 January 2021 61,997 17,494 34,588 114,079
Charge for the year 9,692 1,603 - 11,295
At 31 December 2021 71,689 19,097 34,588 125,374
============ =============== =============== =========
Net book value
At 31 December 2021 33,014 1,154 - 34,168
============ =============== =============== =========
At 31 December 2020 11,127 2,373 - 13,500
============ =============== =============== =========
15. Investments
APQ
APQ Corporate APQ Delphos Evergreen BARTR
Cayman Services Knowledge Holdings Impact Holdings Listed
Limited Limited Limited Limited Limited Limited Investments Total
$ $ $ $ $ $ $
At 1
January
2020 102,885,960 852,869 884,668 - - 790,743 - 105,414,240
Additions - 8,495,598 - - - - 2,048,891 10,544,489
Fair value
movement (49,299,472) (179,735) 445,374 - - (790,743) 1,630,538 (48,194,038)
At 31
December
2020 53,586,488 9,168,732 1,330,042 - - - 3,679,429 67,764,691
Additions - 340,000 - 75,000 - - - 415,000
Fair value
movement (9,031,202) (4,673,141) 107,029 5,826,149 - - (471,103) (8,242,268)
Disposal - (203,371) - - - - - (203,371)
At 31
December
2021 44,555,286 4,632,220 1,437,071 5,901,149 - - 3,208,326 59,734,052
============== ============= ============ =========== =========== =========== ============== ==============
The Company meets the definition of an investment entity, it is therefore required to measure its investments, including its subsidiary undertakings at fair value. Subsidiary undertakings whose primary purpose is to support the investment activities of the Company are consolidated on a line for line basis. Subsidiary undertakings which act as an investment holding company are valued based on the underlying trading investment companies they hold. These investments are held solely for capital appreciation and investment income and measured at fair value through profit and loss ("FVTPL").
Investments in subsidiaries
The following tables outlines the subsidiary undertakings of the Company:
Country Immediate Acquisition/
of Registered Parent Holding Incorporation
Name incorporation Office Company % Date Activity Recognition
APQ Guernsey PO Box APQ 100 31 July Investment Consolidated
Capital 142, The Global 2019 support
Services Beehive, Limited
Limited(1) Rohais, St
Peter
Port,
GY1 3HT
APQ England 22a St. APQ 100 10 August Investment Consolidated
Partners and Wales James's Global 2016 support
LLP Square, Limited
London,
SW1Y 4JH
15. Investments (continued)
Country Immediate Acquisition/
of Registered Parent Holding Incorporation
Name incorporation Office Company % Date Activity Recognition
APQ Cayman Cayman Mourant APQ Global 100 10 August Investment FVTPL
Limited Islands Ozannes Limited 2016 entity
Corporate
Services
(Cayman)
Limited,
94 Solaris
Avenue,
Camana
Bay, PO Box
1348, Grand
Cayman
KY1-1108
APQ Corporate Guernsey PO Box 142, APQ Global 100 10 January Investment FVTPL
Services The Limited 2019 holding
Limited Beehive, company
Rohais, St
Peter Port,
GY1 3HT
APQ Knowledge Guernsey PO Box 142, APQ Global 100 1 March Investment FVTPL
Limited The Limited 2019 holding
Beehive, company
Rohais, St
Peter Port,
GY1 3HT
New Markets England 22a St. APQ 100 26 February Trading FVTPL
Media & and Wales James's Knowledge 2019(2) investment
Intelligence Square, Limited company
Ltd London,
SW1Y 4JH
Palladium Seychelles Global APQ 100 22 February Trading FVTPL
Finance Group Gateway 8, Corporate 2019(3) investment
Limited Rue Services company
de la Limited
Perle,
Providence,
Seychelles
Palladium New Zealand Level 8, APQ 100 22 February Trading FVTPL
Trust Company AIG Corporate 2019 investment
(NZ) Limited Building, Services company
41 Limited
Shortland
Street,
Auckland,
New
Zealand,
1010
Palladium England 22a St. APQ 100 22 February Trading FVTPL
Trust Services and Wales James's Corporate 2019 investment
Ltd Square, Services company
London, Limited
SW1Y 4JH
Delphos United States 2121 K St, Delphos 100 3 March Trading FVTPL
International, NW STE 620, Holdings 2020 investment
Ltd(4) Suite 1020, Limited(6) company
Washington,
DC 20037
Parish Guernsey PO Box 142, APQ 100 29 January Trading FVTPL
Corporate The Corporate 2020 investment
Services Beehive, Services company
Limited(4) Rohais, St Limited
Peter Port,
GY1 3HT
15. Investments (continued)
Parish Group Guernsey PO Box 142, APQ 100 29 January Trading FVTPL
Limited(4) The Beehive, Corporate 2020 investment
Rohais, St Services company
Peter Port, Limited
GY1 3HT
Parish Guernsey PO Box 142, APQ 100 29 January Trading FVTPL
Nominees The Beehive, Corporate 2020 investment
Limited(5) Rohais, St Services company
Peter Port, Limited
GY1 3HT
Parish Guernsey PO Box 142, APQ 100 29 January Trading FVTPL
Trustees The Beehive, Corporate 2020 investment
Limited(5) Rohais, St Services company
Peter Port, Limited
GY1 3HT
(1) The total consideration of the purchase agreement to acquire New Markets Media & Intelligence Ltd was deferred over a 3 year period. As at 31 December 2021, $nil (GBPnil) (2020: $187,304 (GBP137,023)) was still due with respect to this purchase agreement and is included within deferred consideration in Note 17.
(2) The total consideration of the purchase agreement to acquire Palladium was deferred over a 3 and a half year period. During the prior year, the Company negotiated early settlement of the deferred consideration due under the agreement. A gain of $77,931 has been recognised within other income in Note 9 with respect to this settlement. As at 31 December 2021, $nil (GBPnil) (2020: $210,540 (GBP158,929)) is still due with respect to this purchase agreement.
In 2020, the Company invested $8,495,598 in APQ Corporate Services Limited. This was to facilitate the investments it has made in Delphos and Parish.
(3) In consideration to the shareholders of Delphos, a capital raising and transaction advisory business, APQ Corporate Services Limited, a wholly owned subsidiary of the Company, paid an upfront amount of $1.5 million in cash. APQ Corporate Services Limited, was also required to make an additional payment to clear the working capital of Delphos prior to the acquisition, this amounted to $112,265. The Company invested $1,612,266 to facilitate this investment.
(4) Parish Group Limited is a fiduciary and corporate services provider. In consideration to the sellers for the acquisition the Company, via its wholly owned subsidiary, APQ Corporate Services, paid a net amount of $4,095,630 cash consideration to the sellers. APQ Capital Services Limited, a wholly owned subsidiary of the Company, issued 268,000 Convertible Preference Shares (convertible into ordinary shares in APQ Global) to the sellers at price of $10 per share. The Company additionally issued 1.0 million warrants in APQ Global with an exercise price equal of 40.19 pence, to the sellers. Total consideration is valued at $6,883,332 which the Company invested in APQ Corporate Services Limited to facilitate this investment. The share warrants and convertible preference shares were cancelled during the year as set out in notes 19 and 22.
15. Investments (continued)
Investments in subsidiaries - additions in 2021
Delphos FMA Canada 202-230 ch. Delphos 70 20 January Trading FVTPL
- Frontier du Golf, Holdings 2021 investment
Markets Montreal, Limited(6) company
Advisors QC H3E 2A8,
Inc(5) Canada
Delphos Guernsey PO Box 142, APQ Global 100 13 August Investment FVTPL
Holdings The Limited 2021 holding
Limited(7) Beehive, company
Rohais, St
Peter Port,
GY1 3HT
Delphos Guernsey PO Box 142, Delphos 100 18 August Trading FVTPL
Capital The Holdings 2021 investment
Limited(7) Beehive, Limited company
Rohais, St
Peter Port,
GY1 3HT
Evergreen Guernsey PO Box 142, APQ Global 50 10 August Trading FVTPL
Impact The Limited 2021 management
Limited Beehive, consultancy
Rohais, St
Peter Port,
GY1 3HT
Delphos England 22a St. Delphos 97 6 October Trading FVTPL
Partners and Wales James's Holdings 2021 investment
LLP(7) Square, Limited company
London,
England,
SW1Y
4JH
Delphos Guernsey PO Box 142, Delphos 100 27 Trading FVTPL
Services The Holdings September services
Limited(7) Beehive, Limited 2021 company
Rohais, St
Peter Port,
GY1 3HT
(5) On 20 January 2021, APQ Corporate Services Limited, a wholly owned subsidiary of the Company, entered into an agreement to purchase 70% of the FMA- Frontier Markets Advisors Inc a company incorporated and domiciled in Canada which provide investment and financing services. The total cash consideration of this purchase agreement was $260,000. During the year ended 31 December 2021, a further $155,000 was invested in Delphos FMA - Frontier Markets Advisors Inc.
(6) On 23 September 2021, the investments in Delphos International Inc, and Delphos FMA - Frontier Markets Advisors Inc held by APQ Corporate Limited were transferred to Delphos Holdings Limited at carrying value. The transfer was conducted in order to consolidate the Delphos entities under a common holding entity.
(7) These entities were incorporated by APQ Global Limited as subsidiaries of Delphos Holdings Limited. No further amounts have been contributed to the entities aside from the notional capital on incorporation.
15. Investments (continued)
Investments in subsidiaries - disposals
On 4 December 2020, the Company, via its wholly owned Subsidiary, APQ Corporate Services, sold its investment in GEO Strategic Partners Limited, a company registered in the Isle of Man. GEO Strategic Partners Limited was not consolidated and was recognised as an investment at fair value through profit or loss as part of the valuation of APQ Corporate Services Limited.
On 1 December 2020, Palladium Trust Company (BVI) Limited, a wholly owned subsidiary of the APQ Corporate Services Limited, incorporated in the British Virgin Islands was dissolved.
On 18 December 2020, APQ Connect Limited, a subsidiary of the Company, incorporated in Guernsey was dissolved. The Company wrote off an amount of GBP216,543 which was due from APQ Connect Limited.
On 23 December 2021, APQ Capital Services Limited was put into voluntary strike off.
Other investments
On the 19 November 2018, APQ Global Limited acquired a capital interest represents a 40% shareholding and equivalent voting rights BARTR Holdings Limited, a company incorporated in England and Wales, whose registered office is 4 Cemetery Lodge, Redcar Lane, Redcar, Cleveland, England, TS10 2DW. BARTR Holdings Limited wholly owns two subsidiaries, BARTR Connect Limited, whose registered office is 4 Cemetery Lodge, Redcar Lane, Redcar, Cleveland, England, TS10 2DW, and BARTR Technologies Limited, whose registered office is 4 Cemetery Lodge, Redcar Lane, Redcar, Cleveland, England, TS10 2DW. On 19 May 2020, the capital interest was converted from ordinary shares to preference shares which have no voting rights, but preferential dividends and preferential rights on assets on wind up of BARTR Holdings Limited. BARTR Holdings Limited is held as an investment at fair value through profit or loss. On 3 February 2022, APQ Global exited its investment in BARTR Holdings Limited for a total consideration of GBP1.
The Company has made direct investments in equities that are freely traded on international stock exchanges. These investments are highly liquid and measured at fair value through profit and loss.
Valuation techniques
APQ Cayman Limited has a portfolio of tradable assets and liabilities which it values at fair value using the same policies as the Company. The Company is able to redeem its holding of APQ Cayman Limited at its net asset value. Fair value of the investment in APQ Cayman Limited is therefore measured at its Net Asset Value ("NAV"). NAV is determined based on the observable market values of its portfolio of assets and liabilities.
Fair value of the investment in APQ Corporate Services Limited, has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through the income approach, incorporating comparison with external sources and the expected cash flows of the investment. The income approach was determined to be the most appropriate as the underlying investments are revenue generating businesses.
The investment in APQ Knowledge Limited was completed on 1 March 2019. Fair value has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through the income approach, incorporating comparison with external sources and the expected cash flows of the investment. The income approach was determined to be the most appropriate as the underlying investments are revenue generating businesses.
The fair value of BARTR Holdings Limited of nil. This is based on consideration of GBP1 received on exit from the investment on 3 February 2022.
Listed investments are measured at fair value using the current market bid price for the underlying equity as quoted on the applicable stock exchange the security is traded on.
15. Investments (continued)
Unlisted managed funds
The Company classifies its investments into the three levels of the fair value hierarchy based on:
Level 1: Quoted prices in active markets for identical assets or liabilities;
Level 2: Those involving inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
Level 3: Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company has classified its investments in BARTR Holdings Limited, APQ Corporate Services Limited and APQ Knowledge Limited as level 3 as the inputs utilised in valuing the investments are deemed to be unobservable, as they are private investments. The most significant unobservable input used in the fair value of the investments in APQ Corporate Services Limited and APQ Knowledge Limited are the future expected cash flows of the investments these companies hold, used in deriving a valuation using discounted cash flows. Valuation is determined for these holding companies by the value of the underlying investments held. The Company has valued its investment in BARTR Holdings Limited as $nil. The unobservable inputs of future cash flows could not be reliably determined due to the pre-revenue nature of the business and therefore the most reliable fair value to be determined was $nil. The movement in the investments in the year are shown above. Sensitivity to these inputs are discussed in Note 25.
The Company has classified its investments in APQ Cayman Limited as level 3. Valuation is determined based on the NAV. The majority of underlying assets and liabilities of APQ Cayman Limited are held at fair value based on observable markets.
The listed investments are designated as Level 1 instruments in the fair value hierarchy as fair value can be determined by the quoted market price for these assets. The movement of investments classified by level is as per the below.
Level 1 Level 2 Level Total
3
$ $ $ $
At 1 January 2020 - - - 105,414,240 105,414,240
Additions 2,048,891 - 8,495,598 10,544,489
Fair value movement 1,630,538 - (49,824,576) (48,194,038)
At 1 January 2021 3,679,429 - 64,085,262 67,764,691
Fair value movement (471,103) - (7,559,536) (8,030,639)
At 31 December 2021 3,208,326 - 56,525,726 59,734,052
========== ========= ============== ==============
16. Trade and other receivables
2021 2020
$ $
Trade debtors 128,526 62,448
Amounts due from group undertakings 718,257 978,790
Prepayments and accrued income 50,138 39,437
Other debtors 43,507 24,559
940,428 1,105,234
========== ===========
No expected credit losses adjustments are included in the above balances, as the majority of the balances relate to group undertaking over which the Company has significant oversight, to determine recoverability. Bad debts of $nil (2020: $216,543) have been recognised in the statement of comprehensive income for the year.
17. Trade and other payables
2021 2020
$ $
Trade creditors 146,060 100,808
Amounts due to group undertakings 315,768 33,242
Other creditors 21,605 22,749
Accruals 273,193 231,946
Lease liabilities 83,780 76,595
Deferred consideration - 187,304
840,406 652,644
========== ==========
The deferred consideration payable was settled during the year.
18. 3.5% Convertible Unsecured Loan Stock 2024
Nominal Liability Equity
number component component
of CULS
$ $ $
As at 1 January 2020 41,446,167 34,064,993 6,919,355
Amortisation of discount on issue 2,375,068
and issue expenses - -
Interest paid during the year - (1,319,273) -
Exchange differences - 1,105,990 -
As at 31 December 2020 41,446,167 36,226,778 6,919,355
Amortisation of discount on issue 2,590,378
and issue expenses - -
Interest paid during the year - (1,436,939) -
Exchange differences - (355,134) -
As at 31 December 2021 41,446,167 37,025,083 6,919,355
============ ============= ============
At an Extraordinary General Meeting held on 4 September 2017, Resolutions were passed approving the issue of 4,018 3.5 per cent. convertible unsecured loan stock 2024 ("CULS") to raise GBP20,090,000 before expenses. The CULS were admitted to trading on the International Securities Market, the London Stock Exchange's market for fixed income securities and dealings commenced at 8.00 a.m. on 5 September 2017.
Following Admission there were 4,018 CULS in issue. Holders of the CULS are entitled to convert their CULS into Ordinary Shares on a quarterly basis throughout the life of the CULS, commencing 31 December 2017, and all outstanding CULS will be repayable at par (plus any accrued interest) on 30 September 2024. The initial conversion price is 105.358 pence, being a 10 percent. premium to the unaudited Book Value per Ordinary Share on 31 July 2017. Following conversion of 80 percent. or more of the nominal amount of the CULS originally issued, the Company will be entitled to require remaining CULS Holders to convert their outstanding CULS into Ordinary Shares after they have been given an opportunity to have their CULS redeemed.
On 22 January 2018, the Company raised a further GBP10,207,300 ($14,492,418) before expenses through the issue of 1,982 units of 3.5 percent. convertible unsecured loan stock 2024 in denominations of GBP5,000 ($7,099) nominal each, at an issue price of GBP5,150 ($7,312) per unit.
19. 6% convertible preference shares
Liability
Liability held at
Nominal number held at fair value
of preference amortised through profit Equity
shares cost and loss component
$ $ $ $
As at 1 January 2020 - - - -
Preference shares issued
during the acquisition
of Parish 268,000 2,026,016 653,984 -
Fair value movement
on derivative component - - (570,507) -
Derecognition on amendment
to conversion terms - (2,026,016) (83,477) -
Recognition following
the amendment to conversion
terms - 1,347,099 - 100,813
As at 1 January 2021 268,000 1,347,099 - 100,813
Repurchase of preference
shares (268,000) (1,347,099) - (100,813)
As at 31 December 2021 - - - -
================ ============= ================== =============
The 268,000 convertible preference shares, issued on 29 January 2020, were repurchased on 9 November 2021 at a rate of 2.9851 US dollars per convertible preference share. This resulted in a gain on repurchase of $647,912 which has been recognised in the profit and loss. The convertible preference shares were cancelled subsequent to repurchase.
20. Share Capital
The authorised and issued share capital of the Company is 78,453,671 ordinary shares of no par value listed on The International Stock Exchange and AIM. All shares are fully paid up.
Quantitative information about the Company's capital is provided in the statement of changes in equity and in the tables below.
Holders of ordinary shares are entitled to dividends when declared and to payment of a proportionate share of the Companies net asset value on any approved redemption date or upon winding up of the Company. They also hold rights to receive notice, attend, speak and vote at general meetings of the Company.
The Company's objectives for managing capital are:
-- To invest the capital in investments meeting the description, risk exposure and expected return indicated in its listing documents.
-- To maintain sufficient liquidity to meet the expenses of the Company, pay dividends and to meet redemption requests as they arise.
-- To maintain sufficient size to make the operation of the Company cost-efficient.
-- The Board has authority to purchase up to 14.99 percent. of the issued Ordinary Share capital of the Company. The Board intends to seek a renewal of this authority at each annual general meeting of the Company. No buy backs occurred during the period under review.
20. Share Capital (continued)
Ordinary
shares
No GBP $
As at 1 January 2020 78,241,047 76,797,815 99,733,054
Shares issued from share awards
during the year 106,312 100,682 136,198
At 31 December 2020 78,347,359 76,898,497 99,869,252
Shares issued from share awards
during the year 106,312 100,682 136,198
At 31 December 2021 78,453,671 76,999,179 100,005,450
============ ============ =============
During the year ended 31 December 2021, 106,312 (2020: 106,312) shares were issued as part of the share award scheme as detailed in note 21.
21. Share awards
On 19 April 2017 (and amended 17 July 2018), the Company established a share award scheme for the employees of the Company. The scheme grants the Board the authority to allot share awards or share options with service conditions attached. Share awards or options can only be awarded for performance periods whereby the book value per share (excluding dividend transactions) exceeds the book value per share for all previous performance period ends. The maximum amount of share awards or options is determined by reference to 20% of the increased performance of the current book value per share against all previous performance periods. The Board retains the right to settle these awards in either shares or cash. As the Company does not have a present obligation to settle in cash the awards are all recognised as equity settled share awards.
The first share awards were granted in 2019 with respect to the performance period ended 31 December 2017.
Fair value
Type No. of of instrument Final vesting
Grant date of award instruments granted Vesting conditions date
cents
Awards vest quarterly
over 5 years provided
the employee is
1 January still in service 31 December
2018 Shares 584,141 128.11 of the Group. 2022
Fair value for the award dated 1 January 2018 is calculated by reference to the fixed value of cash per share that the Board is at discretion to pay rather than settle the award in shares.
2021 2020
Weighted Weighted
average average of
of fair fair value
Number of value of Number of instrument
awards instrument of awards
cents cents
Outstanding at 1
January 262,864 128.11 379,692 128.11
Settled in equity (106,312) 128.11 (106,312) 128.11
Settled in cash (10,516) 128.11 (10,516) 128.11
----------- ------------- ------------ ----------------
Outstanding at 31
December 146,036 128.11 262,864 128.11
----------- ------------- ------------ ----------------
21. Share awards (continued)
Charge for
awards to Charge for Total charge
be settled awards settled for share
in Equity in Cash based awards
$ $ $
Year ended 31 December
2020 94,860 13,473 108,333
============= ================= ===============
Year ended 31 December
2021 44,071 13,472 57,541
============= ================= ===============
The unvested portion of the share awards currently granted is $19,750 (2020: $77,291). Of the awards outstanding the number vested that are available for settlement amount to 23,366 (2020: 29,207).
22. Share warrants
On 29 January 2021, the Company issued 1,000,000 warrants as part of the acquisition of Parish Group Limited. The fair value of the warrants issued as part of the consideration for this investment was determined using the Black Scholes option pricing model. The assumptions used in the valuation are as follows:
Assumptions
Share price on issue (cents) 68.50
Exercise price of share warrants (cents) 70.94
Volatility 10.45%
Duration 6.6 years
Risk free rate 1.00%
Dividend yield 0.00%
Warrants
Warrants Warrants Warrants Warrants outstanding
outstanding issued outstanding cancelled at 31 Exercise
at 1 January during at 1 January during December price
Issue date 2020 the year 2021 the year 2021 cents Expiry Date
29 January 30 August
2020 - 1,000,000 1,000,000 (1,000,000) - 70.94 2026
- 1,000,000 1,000,000 (1,000,000) -
============================= =========== =============== ============= ==============
The weighted average remaining life of the warrants outstanding is nil (2020: 5.7) years.
The share warrants were cancelled during the year with an amount of GBP107,702 transferred to retained earnings from the share warrants reserve.
23. Leases
The Company's subsidiary, APQ Partners LLP, leases an office in London from which support functions are conducted. The lease has a full term of 24 months and ends on 24 December 2022. The lease has been capitalised, as set out below, based on an incremental borrowing rate of 9%.
Right of use asset Land and
buildings
$
Cost
At 1 January 2021 295,392
------------
At 31 December 2021 295,392
------------
Accumulated depreciation
At 1 January 2021 135,016
Charge for the year 80,189
------------
At 31 December 2021 215,205
------------
Net book value
At 31 December 2021 80,187
============
At 31 December 2020 160,376
============
Lease liability 2021 2020
$ $
Leased asset on 1 January 2021 160,376 67,010
Interest on lease liability 10,773 2,528
Payments for lease (88,016) (68,432)
Exchange differences 647 (1,106)
New lease commitment - 160,376
At 31 December 2021 83,780 160,376
---------- ----------
The lease falls due:
Within 1 year 83,780 76,595
Between 1 and 5 years - 83,781
---------- ----------
83,780 160,376
========== ==========
The undiscounted cashflows on the lease are disclosed in note 25.
24. Net asset value per ordinary share
The net asset value per ordinary share is calculated by dividing the net assets of the Group by the number of ordinary shares outstanding at the statement of financial position date.
2021 2020
$ $
Net assets at 31 December 23,593,990 31,243,427
Shares in issue at 31 December 78,453,671 78,347,359
Net asset value per ordinary share 30.07c 39.88c
============ ============
25. Financial risk and management objectives and policies
The Group's objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Group's activities, but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Group's continuing profitability. Further details of the principal business risks are included on page 10. The Group is exposed to market risk (which includes interest rate risk, currency risk and price risk), liquidity risk, credit risk and investment holding period risk arising from the financial instruments it holds. The following table analyses the Group's financial assets and liabilities in accordance with IFRS 9, which are exposed to these market risks:
Financial Assets 2021 2020
Fair value Fair value
through through
profit Amortised profit Amortised
and loss cost Total and loss cost Total
$ $ $ $ $ $
Investments 59,734,052 - 59,734,052 67,764,691 - 67,764,691
Trade debtors - 128,526 128,526 - 62,448 62,448
Amounts due
from group undertakings - 718,257 718,257 - 978,790 978,790
Prepayments
and accrued
income - 50,138 50,138 - - -
Other debtors - 43,507 43,507 - 14,545 14,545
Cash and cash
equivalents - 670,644 670,644 - 509,928 509,928
Total 59,734,052 1,611,072 61,345,124 67,764,691 1,565,711 69,330,402
============ =========== ============ ============ =========== ============
Financial
Liabilities 2021 2020
Fair value
Fair value through
through profit Amortised profit and Amortised
and loss cost Total loss cost Total
$ $ $ $ $ $
Trade creditors - 146,060 146,060 - 100,808 100,808
Amounts due
to group
undertakings - 315,768 315,768 - 33,242 33,242
Other creditors - 21,605 21,605 - 22,749 22,749
Accruals - 273,193 273,193 - 231,946 231,946
Lease
liabilities - 83,780 83,780 - 160,376 160,376
Deferred
consideration - - - - 187,304 187,304
CULS liability - 37,025,083 37,025,083 - 36,226,778 36,226,778
6% convertible
preference
shares
liability - - - - 1,347,099 1,347,099
Total - 37,865,489 37,865,489 - 38,310,302 38,310,302
================= ============ ============ ============= ============ ============
25. Financial risk and management objectives and policies (continued)
Market risk
Market price risk arises from uncertainty about the future prices and valuations of financial instruments held in accordance with the Company's investment objectives. It represents the potential loss that the Company might suffer through market price movements in respect of quoted investments and also changes in the fair value of unquoted investments that it holds.
Market price risk
Equity price risk arises from equity securities held as part of the Group's portfolio of investments. The Group's investments comprise unquoted investments via its subsidiaries (see note 15), listed equities and its investment in BARTR Holdings Limited. APQ Cayman Limited has investments in quoted equities and debt instruments whose value is dependent on movements in markets. The unquoted investments in the Group's other subsidiaries are subject to fluctuations in markets which may impact their profitability and the realisable value on exit from the investments.
The Board seeks to manage this risk whilst also attempting to maximise returns. The Board regularly reviews the portfolio of investments and utilises an investment advisory committee to help manage the risks of the portfolio.
The most significant input used in the fair value of APQ Cayman Limited is the valuations of its underlying portfolio of assets and liabilities. A reasonable change of 10% in the NAV based on these valuations will have an impact of $4,455,529 (2020: $5,358,649) on the profit of the business.
The valuation of the investments of the Group's other subsidiaries make use of multiple independent unobservable inputs and it is impractical to perform sensitivity analysis on one input utilised in the calculation of the valuations. Estimates and underlying assumptions are reviewed for reasonableness however these inputs are highly subjective. Changes in any one of the variables, earnings or revenue multiples or illiquidity discounts could potentially have a significant effect on valuation.
A change of 15% in the value of the investment of APQ Corporate Services Limited will have an impact of $694,883 (2020: $1,375,310) on the profit of the business.
A change of 15% in the value of the investment of APQ Knowledge Limited will have an impact of $215,561 (2020: $199,506) on the profit of the business.
A change of 15% in the value of the investment of Delphos Holdings Limited will have an impact of $885,172 (2020: $nil) on the profit of the business.
A change in the market price of the directly held listed equities of 20% will have an impact of $641,665 (2020: $735,886) on the profit of the business.
The specified fluctuations of 15% and 20% for unquoted and quoted investments is a fluctuation that could reasonably occur given the nature of the entities and the volatility arising from external market factors.
Interest rate risk
The bank accounts of APQ Global Limited are not interest bearing and so there is limited exposure to interest rate risk. In addition, the CULS are at a fixed interest rate so there is no exposure to interest rate risk on these instruments. The Board does not feel it needs to actively manage this risk.
Interest rate benchmark reform
The Financial Conduct Authority have transitioned away from the London InterBank Offered Rate (LIBOR) to the Sterling OverNight Index Average (SONIA) and from the end of the 2021 year and will no longer persuade, or compel, banks to submit to LIBOR.
The Group does not have any derivative or financial instruments that are valued and recognised using the LIBOR rate and thus is not exposed to any risks from the Interest rate benchmark reform.
25. Financial risk and management objectives and policies (continued)
Currency risk
The Group's functional and reporting currency is denominated in US Dollars. The Group's Ordinary Shares are denominated in Sterling. Through its activities in emerging markets the Group will have underlying exposure to a range of emerging market currencies. Accordingly, the Group's earnings may be affected favourably or unfavourably by fluctuations in currency rates. The Board may engage in the future in currency hedging in seeking to mitigate foreign exchange risk although there can be no guarantees or assurances that the Group will successfully hedge against such risks. The Board therefore does not feel it needs to actively manage this risk at this time.
The Group holds assets and liabilities in foreign currencies at year end. The following table detail the Group's assets and liabilities and the currency exposure to the Group:
2021 2020
Pound Euro Pound Euro
sterling Total sterling Total
$ $ $ $ $ $
Cash and cash
equivalents 470,838 113,761 584,599 441,975 13,290 455,265
Trade debtors 128,526 - 128,526 62,448 - 62,448
Other debtors 43,507 - 43,507 24,559 - 24,559
Amounts due from
group undertakings 168,257 - 168,257 128,790 - 128,790
Trade creditors (146,060) - (146,060) (100,808) - (100,808)
Other creditors (21,605) - (21,605) (22,749) - (22,749)
Amounts due to
group undertakings (315,768) - (315,768) (33,242) - (33,242)
Accruals (273,193) - (273,193) (231,946) - (231,946)
Lease liabilities (83,780) - (83,780) (160,376) - (160,376)
Deferred
consideration - - - (187,304) - (187,304)
CULS (37,025,083) - (37,025,083) (36,226,778) - (36,226,778)
(37,054,361) 113,761 (36,940,600) (36,305,431) 13,290 (36,292,141)
============== ========= ============== ============== ======== ==============
A reasonable change of 5% in the Group's foreign currency net liabilities (2020: liability) will have an impact of $1,847,030 (2020: $1,815,272) on the value of the net assets. This level of change is considered to be reasonable based on observations of current conditions.
Liquidity risk
Liquidity risk is the risk that the Group and the Company may not be able to meet a demand for cash or fund an obligation when due. The Board continuously monitor forecast and actual cash flows from operating, financing and investing activities to consider payment of dividends, repayment of the Group's outstanding debt or further investing activities.
The Group may employ borrowings in connection with its business activities. Prospective investors should be aware that in the event that the Group's income falls for whatever reason, the use of borrowings will increase the impact of such a fall on the net revenue of the Group.
The Group will pay interest on any borrowing it incurs. As such, the Group is exposed to interest rate risk due to fluctuations in the prevailing market rates. Interest rate movements may affect the level of income receivable by the Group and the interest payable on the Group's variable rate borrowings.
25. Financial risk and management objectives and policies (continued)
The following table details the Group's expected maturity for its financial liabilities together with the contractual undiscounted cash flow amounts:
Less than 5 + years Total
31 December 2021 1 year 1 - 5 years
$ $ $ $
Liabilities
Trade creditors 146,060 - - 146,060
Amounts due to group
undertakings 315,768 - - 33,242
Other creditors 21,605 - - 22,749
Accruals 273,193 - - 231,946
Lease liabilities 83,780 - - 86,468
CULS 1,104,712 43,477,844 - 44,582,556
1,945,118 43,477,844 - 45,422,962
=========== ============= =========== ============
Less than 5 + years Total
31 December 2020 1 year 1 - 5 years
$ $ $ $
Liabilities
Trade creditors 100,808 - - 100,808
Amounts due to group
undertakings 33,242 - - 33,242
Other creditors 22,749 - - 22,749
Accruals 231,946 - - 231,946
Lease liabilities 76,595 83,781 - 160,376
Deferred consideration 187,304 - - 187,304
CULS - 46,429,300 - 46,429,300
652,644 46,513,081 - 47,165,725
=========== ============= =========== ============
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Group by failing to discharge an obligation. The Group generates its returns through its investments (See Note 15) and is thus exposed to the risk of credit-related losses primarily through its investments. The risk of default from the investment in APQ Cayman is considered minimal because the Group is able to redeem its investment in APQ Cayman Limited at any time. The underlying assets within APQ Cayman Limited are readily tradable and thus liquid. The credit risk of its other subsidiary investments are managed by those entities and the credit risk on these receivables are factored into the fair value of these investments held by the Group.
The Group's primary credit risk on its own assets are primarily related to amounts due from group undertakings. These are deemed to be low risk as the Group has significant oversight of these entities and therefore does not recognise any expected credit losses unless the group undertaking no longer has the facility to repay these amounts. The Company will then provide against these amounts in full and once confirmed they are irrecoverable these are written off.
Other significant assets exposed to credit risk are the Group's cash and cash equivalents. The Group banks with Credit Suisse, JPMorgan Chase & Co, HSBC and Barclays. As per Fitch ratings, Credit Suisse has a credit rating of A, JPMorgan Chase & Co has a credit rating of AA-, HSBC has a credit rating of AA- and Barclays has a credit rating of A+.
The Group's maximum exposure to credit risk in relation to the financial assets is the carrying amount as disclosed in the statement of financial position.
25. Financial risk and management objectives and policies (continued)
The Group is also exposed to the following risks through its investment in APQ Cayman Limited ("Cayman"):
-- Cayman has investment exposure to emerging markets, which are subject to certain risks and special considerations that are not typically associated with more developed markets and economies.
-- Cayman invests in derivative instruments which can be highly volatile and may be difficult to value and/or liquidate.
-- Cayman seeks exposure to emerging markets through the use of structured products which carry additional credit risks, are inherently difficult to value, illiquid and subject to counterparty risk on maturity.
-- Cayman is subject to the risk of the inability of any counterparty to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes. Where Cayman utilises derivative instruments, it is likely to take credit risk with regard to such counterparties and bear the risk of settlement default.
-- Cayman is subject to custody risk in the event of the insolvency of the custodian or any sub-custodians.
The Group intentionally exposes itself to these risks as part of its operations. These risks are managed on an ongoing basis by performance reviews of the underlying portfolio on a quarterly basis by the Board of the Group.
26. Capital Management
The Group can raise new capital which may be implemented through the issue of a convertible debt instrument or such other form of equity or debt as may be appropriate. It also has a buy-back authority subject to a maximum buy-back of 14.99 percent of the issued Ordinary Shares.
The Group's objectives for managing capital are:
-- To invest the capital into investments through its subsidiaries.
-- To maintain sufficient liquidity to meet the expenses of the Group and pay dividends.
-- To maintain sufficient size to make the operation of the Group cost-effective.
The Board reviews and approves the investment of capital into illiquid investments and regularly reviews its dividend policy to ensure it remains in accordance with its capital aims.
The Group may utilise borrowings in connection with its business activities. Although there is no prescribed limit in the Articles or elsewhere on the amount of borrowings that the Group may incur, the Directors will adopt a prudent borrowing policy and oversee the level and term of any borrowings of the Group and will review the position on a regular basis. The Group's capital comprises:
2021 2020
$ $
Share capital 100,005,450 99,869,252
Equity component of 6% Convertible preference
shares - 100,813
Equity component of 3.5% Convertible Unsecured
Loan Stock 2024 6,919,355 6,919,355
Other capital reserves 167,331 259,460
Share warrants reserve - 107,702
Retained earnings (78,570,633) (71,085,642)
Exchange reserve (4,927,513) (4,927,513)
Total shareholders' funds 23,593,990 31,243,427
============== ==============
27. Related party transactions
Wayne Bulpitt founded the Active Group, now renamed the Aspida Group, who acted as administrator until 10 June 2020; he is also a shareholder of the Company.
Bart Turtelboom founded APQ Partners LLP and is also a director of APQ Cayman Limited as well as the largest shareholder of the Company.
27. Related party transactions (continued)
The Directors are remunerated from the Company in the form of fees, payable monthly in arrears. Bart Turtelboom was entitled to an annual salary of GBP120,000 as Chief Executive Officer of the Company. This is split between the Company and APQ Cayman Limited.
2021 APQ Global APQ APQ
Limited APQ Capital Knowledge Corporate
APQ Global - Share APQ Cayman Services Limited Services
Limited - based Limited - Limited - - Limited -
Remuneration remuneration Remuneration Remuneration Remuneration Remuneration Total
$ $ $ $ $ $ $
Chief
Bart Executive
Turtelboom Officer 32,968 46,033 131,984 - - - 210,985
Wayne Non-Executive
Bulpitt Chairman 54,880 - - - - - 54,880
Philip Non-Executive
Soulsby Director 32,050 - - 2,062 - - 34,112
Wesley Executive
Davis Director 45,000 - 45,000 1,484 1,768 1,863 95,115
Wadhah Non-Executive
Al-Adawi Director 14,657 - - - - - 14,657
-------------- -------------- -------------- -------------- -------------- -------------- -----------
179,555 46,033 176,984 3,546 1,768 1,863 409,749
============== ============== ============== ============== ============== ============== ===========
2020 APQ Global APQ
Limited APQ Capital Knowledge APQ
APQ Global - Share APQ Cayman Services Limited Corporate
Limited - based Limited - Limited - - Limited -
Remuneration remuneration Remuneration Remuneration Remuneration Remuneration Total
$ $ $ $ $ $ $
Chief
Bart Executive
Turtelboom Officer 46,305 86,666 108,724 - - - 241,695
Wayne Non-Executive
Bulpitt Chairman 51,724 - - - - - 51,724
Philip Non-Executive
Soulsby Director 22,607 - - 2,406 - - 25,013
Wesley Executive
Davis Director 43,250 - 43,250 - - - 86,500
163,886 86,666 151,974 2,406 - - 404,932
============== ============== ============== ============== ============== ============== ===========
27. Related party transactions (continued)
The directors represent key management personnel. Additional key management personnel are the partners of the LLP, details of their remuneration is disclosed in Note 8.
APQ Global Limited has incurred $nil (2020: $36,450) of fees and expenses to Aspida Services (Guernsey) Limited as administrator of the Company. As at 31 December 2021, APQ Global Limited owed $nil (2020: $678) to Aspida Services (Guernsey) Limited.
On 10 June 2020, the Company changed its administrator from Aspida Services (Guernsey) Limited to Parish Group Limited, a wholly owned subsidiary of APQ Global Limited. APQ Global Limited has incurred $105,537 (2020: $55,027) of fees and expenses to Parish Group Limited as administrator of the Company. As at 31 December 2021 the balance owed to Parish Group Limited was $nil (2020: $nil).
As described in the Listing Document, and under the terms of the Services Agreement, APQ Partners LLP assist the Board and the Group's management based in Guernsey with the implementation of its business strategy, provide research on business opportunities in emerging markets and provide support for cash management and risk management purposes. APQ Partners LLP are entitled to the reimbursement of expenses properly incurred on behalf of APQ Global Limited in connection with the provision of its services pursuant to the agreement.
APQ Partners LLP has recharged expenses of $1,093,313 (2020: $452,759) to APQ Global Limited during the year. As at 31 December 2021, APQ Global Limited was owed $32,891 (2020: $119,926) from APQ Partners LLP. In the current and prior year amounts have been eliminated on consolidation.
During the year, the Group recharged expenses to APQ Cayman Limited of $459,025 (2020: $460,525) and was recharged expenses of $16,504 (2020: $26,860) from APQ Cayman Limited. The Company received dividends of $6,707,714 (2020: $9,355,112).
During the year, APQ Global Limited provided $nil (2020: $nil) to BARTR Connect Limited, an entity over which the Company has significant influence, in relation to its management of telecommunication contracts. The Company additionally paid expenses on behalf of BARTR Connect Limited that it did not seek to recover from BARTR Connect Limited of $nil (2020: $3,543). At 31 December 2021, $nil (2020: $nil) was due to BARTR Connect Limited.
During the year, APQ Global Limited received funding of $264,410 from APQ Corporate Services Limited (2020: Provided funding of $850,000 to APQ Corporate Services Limited). As at 31 December 2021, an amount of $264,410 was due to APQ Corporate Services Limited (See note 17) (2020: $850,000 due from APQ Corporate Services Limited (see note 16). The Company received dividends of $nil (2020: $1,255,533).
During the year, the company received dividends of $189,473 (2020: $81,558) from APQ Knowledge Limited.
During the year, APQ Global Limited paid $120,600 (2020: $147,936) as dividends to the holders of the convertible preference shares on behalf of APQ Capital Services Limited.
During the year, APQ Global Limited provided a loan to Palladium Trust Services Limited, a group undertaking, of $20,619 (2020: $77,849). In addition, the loan attracts interest at a rate of 10%. During the year, APQ Global Limited charged interest of $13,748 (2020: $6,488). As at year end, APQ Global Limited was owed $168,257 (2020: $128,790) from Palladium Trust Services Limited (See note 16).
During the year, APQ Global Limited charged New Markets Media & Intelligence Ltd interest of $nil (2020: $631). During the year, New Markets Media & Intelligence Ltd also provided funding to APQ Global Limited of $19,014 (2020: $2,405). The loan is provided interest free. As at year end, APQ Global Limited owed $51,358 (2020: $33,242) to New Markets Media & Intelligence Ltd (See note 17).
In the prior year the Company provided funding of $120,347 to APQ Connect Limited, a group undertaking and wrote off the balance due amounting to $216,542 due from APQ Connect Limited as it was dissolved (See note 16).
During the year, APQ Global Limited provided funding of $550,000 (2020: $nil) to Delphos Holdings Limited. As at 31 December 2021, an amount of $550,000 (2020: $850,000) was due from Delphos Holdings Limited (See note 16).
28. Events after the reporting period
Since 31 December 2021, the following securities have been admitted to the Official list of the International Stock Exchange:
Entity Type of instrument No. of instruments Date admitted APQ Global Limited Ordinary shares 26,578 21 January 2022 APQ Global Limited Ordinary shares 26,578 3 May 2022
On 3 February 2022, APQ Global Limited exited its investment in BARTR Holdings Limited for a total consideration of GBP1.
Also, in Q1 of 2022, Russia and Ukraine have been in conflict, resulting in Russia undertaking military actions. This situation has led to global sanctions being imposed on it as well as business and individuals providing support to the Russian government. While this has contributed to uncertainty affecting global financial markets, the Group's investments are not exposed directly or indirectly by the imposition of the sanctions. The directors continue to monitor the conflict and will implement mitigating actions as necessary.
- End -
Enquiries:
ir@apqglobal.com
IMPORTANT INFORMATION
Important Notice:
*The term 'book value' herein includes the assets of APQ Global and its subsidiaries net of any liabilities. The figure in this announcement is an estimate and is based on unaudited estimated valuations in accordance with the Company's valuation policy as stated in the Company's AIM Admission Document. The Group has measured its private investments in accordance with IFRS 9 Financial Instruments. In September 2017, APQ Global Ltd issued 4,018 units of GBP5,000 nominal 3.5 per cent convertible unsecured loan stock 2024 ("CULS") to raise GBP20.09 million. In January 2018, APQ Global Ltd issued a further 1,982 CULS units at a price of GBP5,150 per GBP5,000 nominal to raise GBP10.21 million. Under IFRS, the CULS is a financial instrument and has been accounted for under IAS 32 Financial Instruments: Presentation and IFRS 9 (as effective for periods beginning on or after 1st January 2018). Therefore, the fair value of the CULS liability component has been calculated, with the difference between this and the fair value of the compound financial instrument as a whole being taken to equity. Additionally, on January 28th, 2020, the Group issued 1,000,000 Warrants and 268,000 Convertible Preference Shares (CPS). In October 2021, the Group entered into an agreement to repurchase the entire amount of CPS and cancel all of the warrants outstanding. Under IFRS, the Warrants and the CPS were also Financial Instruments and were accounted for per the above guidance. This figure also includes the amounts awarded in accordance with the Company's Share-Based compensation scheme as adopted by the board on 19th April 2017 and accounted for in accordance with IFRS 2. Shares awarded under the scheme vest quarterly across 5 years. As of 29(th) April 2022, the total shares issued under the scheme amounted to 425,249.
Estimated results, performance or achievements may differ materially from any actual results, performance or achievements. No person has authority to give any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information in this release, and all liability therefore is expressly disclaimed. Accordingly, none of the Company, the Corporate Services Provider or any of its/their respective members, directors, officers, agents, employees or advisers take any responsibility for, or will accept any liability whether direct or indirect, express or implied, contractual, tortious, statutory or otherwise, in respect of, the accuracy or completeness of the information or for any loss, howsoever arising, from the use of this release. Except as required by applicable law, the Company expressly disclaims any obligations to update or revise the above estimates to reflect any change in expectations, new information, subsequent events or otherwise.
Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is an investment company incorporated in Guernsey. The Company focuses its investment activities globally (in Asia, Latin America, Eastern Europe, the Middle East, Africa and the Channel Islands, particularly).
The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses as well as earning revenue from income generating operating activities in capital markets [19] . APQ Global run a well-diversified and liquid portfolio, take strategic stakes in selected businesses and plan to take operational control of companies through the acquisition of minority and majority stakes in companies with a focus on emerging markets.
(1) Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.
[1] In accordance with IFRS 10, the Company, as an Investment Entity, is required to follow certain accounting rules regarding its Subsidiaries. Please refer to Note 15 for further details.
[2] See Page 9 for further details of the Company's KPI's.
([3]) Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.
([4]) The Capital Subscribed on One Ordinary Share of the Company being GBP1.00 and thus equivalent to GBP0.06 in dividends per share.
[5] The dividend paid to ordinary shareholders and capital growth rate of the Company are Key Performance Indicators (KPI's), discussed further on Page 10.
[6] The Total Return of the Company is a KPI and an Alternative Performance Measure in accordance with International Financial Reporting Standards, The Total Return for a given month is calculated as (Book Value Per Share (BVPS) at end of month + Dividends received during month) divided by BVPS at end of previous month. The Total Return on the YTD is then the compounded MTD Total Return for each month in the year. The Company KPI's are discussed further on Page 10.
[7] The Prefs are non-redeemable, except at the discretion of the Company who have the right to call back the shares after 5 years. The Prefs are convertible into the ordinary shares of the Company at a fixed ratio of 11.25.
([8]) Using data from Bloomberg Finance LP.
([9]) Using data from Bloomberg Finance LP.
[10] A measure of uncertainty around the expected returns of the S&P 500 Index
[11] The Direct Investment Portfolio comprises the Company's Private Investments (Investees) held directly by APQ Global Limited or via a wholly owned subsidiary of APQ Global Limited. See the Note 15 of the Financial Statements for further details.
[12] Where we refer to revenue from income generating operating activities this relates to the revenue of our Investee companies.
[13] See Note 15 for further details.
[14] Further details on the debt covenants are available on the Company's website here: https://www.apqglobal.com/wp-content/uploads/APQ-Global-Notice-and-Circular-for-EGM-15-August-2017.pdf - section 5.
(15) Normal (Poor) economic conditions are as stated in the Stress Testing section above. There are no planned acquisitions or disposals in the Direct Investment Portfolio during the period.
[16] Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.
[17] See Note 15.
(18) Normal (Poor) economic conditions are as stated in the Stress Testing section above. There are no planned acquisitions or disposals in the Direct Investment Portfolio during the period.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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END
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