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APQ Apq Global Limited

6.50
0.00 (0.00%)
Last Updated: 08:00:22
Delayed by 15 minutes
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 08:00:22
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Finance Services -8.86M -16.37M -0.2083 -0.31 5.11M

APQ Global Limited Interim results for six months ended 30 June 2022 (0433B)

29/09/2022 7:00am

UK Regulatory


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TIDMAPQ

RNS Number : 0433B

APQ Global Limited

29 September 2022

APQ Global Limited

("APQ Global" or the "Company")

Interim results for the period from 1 January 2022 to 30 June 2022

HIGHLIGHTS

For the six months ended 30 June 2022

Financial highlights

Book Value at 30 June 2022 was $12.53m, a decrease of $11.06m from $23.59m since the start of the period. The term "book value" herein includes the assets of APQ Global Limited and its subsidiaries net of any liabilities. The results include the net assets of the Company and its subsidiaries, presented in US dollars.

Book Value per share in the period decreased by 14.1 cents from 30.07 to 15.97 cents.

Loss per share for the period was -$0.14117 (loss for six months ended 30 June 2021: -$0.06001).

The meaningful decline in book value was driven by the risk-off mood in global markets. The liquid equity market positioning was unchanged at the end of June, however equities and bonds suffered from material price declines. The private investments are unaffected by the market volatility and continue to perform well in line with management expectations.

No dividends were paid in the 6 months period ended 30 June 2022 (6 months ended 30 June 2021: none).

There have been further AIM market trades since 30 June 2022, details of these can be found on the London Stock Exchange website by following the link below. Monthly book values are also made available as they fall due.

http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GG00BZ6VP173GGGBXASQ1.html

For further enquiries, please contact:

APQ Global Limited

Bart Turtelboom - Chief Executive Officer

020 3478 9708

Singer Capital Markets Advisory LLP - Nominated Adviser and Broker

James Maxwell / Justin McKeegan/ Oliver Platts

020 7496 3000

Carey Group - TISE sponsor

Claire Torode

01481 737 279

Investor Relations

IR@APQGlobal.com

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 [1] . 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.

For more information, please visit apqglobal.com

Business highlights

Shortly after the 6-month period ended 30 June 2022 APQ received MFSA approval for the 100% share purchase and acquisition of WDM Advisory Limited and WDM Trustees Limited, both to be renamed Promethean respectively. These 2 businesses are an addition to the existing corporate service providers within the APQ Group. APQ is continuing to review the market for strategic investments which would provide further synergies with the current investment portfolio.

There have been no changes to the board composition, or any key market advisors and no changes are expected to be made at this stage.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

We confirm that to the best of our knowledge:

-- the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and gives a true and fair view of the assets, liabilities, financial position and profit of the group as required by DTR 4.2.4R;

   --      the half yearly report includes a fair review of the information required by: 

o DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

o DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period.

For and on behalf of the Board

Wayne Bulpitt

Chairman, APQ Global Limited

   Date:   28 September 2022 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

For the six months ended 30 June 2022

 
                                                                 For the        For the 
                                                              six months     six months 
                                                    Note           ended          ended 
                                                                 30 June        30 June 
                                                                    2022           2021 
                                                                       $              $ 
 
  Turnover                                          4          5,519,712      3,184,587 
 
  Net loss on financial assets at fair value 
   through profit and loss                          13      (16,679,054)    (4,118,423) 
 
  Administrative expenses                           5          1,310,886    (2,400,408) 
 
  Operating loss for the period before tax                   (9,848,456)    (3,334,244) 
 
  Interest receivable                               8              7,100          6,202 
 
  Finance costs                                     9        (1,227,892)    (1,375,415) 
 
  Loss on ordinary activities before taxation               (11,069,248)    (4,703,457) 
 
  Tax on loss on ordinary activities                                   -              - 
 
  Loss on ordinary activities before taxation               (11,069,248)    (4,703,457) 
 
  Other comprehensive income                                           -              - 
 
  Total comprehensive loss for the period                   (11,069,248)    (4,703,457) 
 
  Basic and diluted earnings per share              10          -0.14117      (0.06001) 
 
 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)----

As at 30 June 2022

 
                                                                  30 June     31 December 
                                                                     2022            2021 
                                                     Note               $               $ 
  Assets 
  Non-current assets 
  Property, plant and equipment                       12           34,791          34,168 
  Right of use assets                                 21           40,093          80,187 
  Investments                                         13       44,454,997      59,734,052 
                                                           --------------  -------------- 
  Total non-current assets                                     44,529,881      59,848,407 
 
  Current assets 
  Trade and other receivables                         14          411,289         940,428 
  Cash and cash equivalents                                     1,784,151         670,644 
                                                           --------------  -------------- 
  Total current assets                                          2,195,440       1,611,072 
 
  Total assets                                                 46,725,321      61,459,479 
                                                           ==============  ============== 
 
 
  Current liabilities 
  Trade and other payables                            15        (477,694)       (840,406) 
                                                           --------------  -------------- 
  Total current liabilities                                     (477,694)       (840,406) 
 
  Long term liabilities 
  3.5% Convertible Unsecured Loan Stock               16     (33,715,582)    (37,025,083) 
  Total long-term liabilities                                (33,715,582)    (37,025,083) 
 
  Net assets                                                   12,532,045      25,593,990 
                                                           ==============  ============== 
 
  Equity 
  Share capital                                       18      100,073,549     100,005,450 
  Equity component of 3.5% Convertible Unsecured 
   Loan Stock                                         16        6,919,355       6,919,355 
  Other capital reserves                              19          106,535         167,331 
  Retained earnings                                          (89,639,881)    (78,570,633) 
  Exchange reserve                                            (4,927,513)     (4,927,513) 
 
  Total equity                                                 12,532,045      23,593,990 
                                                           ==============  ============== 
 
  Net asset value per ordinary share                                15.97           30.07 
                                                           ==============  ============== 
 

The Financial Statements were approved by the Board of Directors of APQ Global Limited and signed on 28 September 2022 on its behalf by:

    ___________________                    ___________________ 
   Bart Turtelboom                                  Philip Soulsby 
   Chief Executive Officer                     Director 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

For the six months ended 30 June 2022

 
 
                                                 Convertible 
                                                  preference 
                                        CULS          shares                    Other 
                         Share        equity          equity       Share      capital        Retained       Exchange 
                       capital     component       component    warrants     reserves        earnings        reserve          Total 
 
                             $             $               $           $            $               $              $              $ 
  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 
  income 
  for the period 
  Loss for the 
   period                    -             -               -           -            -     (4,703,457)              -    (4,703,457) 
 
  Total 
   comprehensive 
   income for 
   the period                -             -               -           -            -     (4,703,457)              -    (4,703,457) 
 
  Contributions 
  by and 
  distributions 
  to owners 
  Share based 
   payments                  -             -               -           -       34,130               -              -         34,130 
  Share based 
   payments 
   settled 
   in cash                   -             -               -           -      (6,736)               -              -        (6,736) 
  Issue of share 
   awards               68,099             -               -           -     (68,099)               -              -              - 
 
  As at 30 June 
   2021             99,937,351     6,919,355         100,813     107,702      218,755    (75,789,099)    (4,927,513)     26,567,364 
                  ============  ============  ==============  ==========  ===========  ==============  =============  ============= 
 
 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) (continued)

For the six months ended 30 June 2022

 
 
                                                  Convertible 
                                                   preference 
                                         CULS          shares                    Other 
                          Share        equity          equity       Share      capital        Retained       Exchange 
                        capital     component       component    warrants     reserves        earnings        reserve           Total 
 
                              $             $               $           $            $               $              $               $ 
  At 1 January 
   2022             100,005,450     6,919,355               -           -      167,331    (78,570,633)    (4,927,513)      23,593,990 
 
  Comprehensive 
  income 
  for the period 
  Loss for the 
   period                     -             -               -           -            -    (11,069,248)              -    (11,069,248) 
 
  Total 
   comprehensive 
   income for 
   the period                 -             -               -           -            -    (11,069,248)              -    (11,069,248) 
 
  Contributions 
  by and 
  distributions 
  to owners 
  Share based 
   payments                   -             -               -           -       14,039               -              -          34,130 
  Share based 
   payments 
   settled 
   in cash                    -             -               -           -      (6,736)               -              -         (6,736) 
  Issue of share 
   awards                68,099             -               -           -     (68,099)               -              -               - 
 
  As at 30 June 
   2022             100,073,549     6,919,355               -           -      106,535    (89,639,881)    (4,927,513)      12,532,045 
                  =============  ============  ==============  ==========  ===========  ==============  =============  ============== 
 
 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)

For the six months ended 30 June 2022

 
                                                                   For the        For the 
                                                                six months     six months 
                                                                     ended          ended 
                                                                   30 June        30 June 
                                                                      2022           2021 
  Cash flow from operating activities                 Note               $              $ 
 
  Cash generated from operations 
  Loss for the financial period                               (11,069,248)    (4,703,457) 
  Adjustments for non-cash income and expenses 
  Equity settled share-based payments                  19           14,039         34,130 
  Depreciation tangible fixed assets                   12            8,405          4,633 
  Depreciation right of use assets                                  40,094         40,094 
  Net loss on financial assets at fair value 
   through profit and loss                             13       16,679,054      4,118,423 
  Exchange rate fluctuations                                   (3,811,117)        374,919 
  Changes in operating assets and liabilities 
  Increase in trade and other receivables              14         (31,628)       (80,540) 
  Decrease in trade and other payables                 15        (187,107)       (28,202) 
  Decrease in receivables from group undertakings      14          560,767        292,468 
  (Decrease)/increase in payables from group 
   undertakings                                        15        (129,876)         19,140 
                                                            --------------  ------------- 
  Cash generated from operations                                 2,073,383         71,608 
 
  Interest receivable                                  8           (7,100)        (6,202) 
  Finance costs                                        9         1,227,892      1,375,415 
 
  Net cash inflow from operating activities                      2,744,176      1,440,821 
 
  Cash flow from investing activities 
  Payments to acquire investments                      13      (1,400,000)      (449,145) 
  Payments to acquire property, plant and 
   equipment                                           12          (9,028)       (11,081) 
  Interest received                                    8             7,100          6,202 
 
  Net cash outflow from investing activities                   (1,401,928)      (454,024) 
 
  Cash flow from financing activities 
  Equity dividends paid                                11                -              - 
  Preference share dividends paid                      9                 -       (80,400) 
  Interest on CULS                                     16        (669,427)      (729,107) 
  Cash settled share-based payments                    19          (6,736)        (6,736) 
  Payments for lease rental                            21         (55,395)       (44,213) 
 
  Net cash outflow from financing activities                     (731,558)      (860,456) 
 
  Net increase / (decrease) in cash and cash 
   equivalents                                                   1,160,689        126,341 
 
  Cash and cash equivalents at beginning of 
   period                                                          670,644        509,928 
 
  Exchange rate fluctuations on cash and cash 
   equivalents                                                    (47,182)         10,152 
 
  Cash and cash equivalents at end of period                     1,784,151        646,421 
                                                            --------------  ------------- 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) (CONTINUED)

For the six months ended 30 June 2022

 
                                                          For the        For the 
                                                       six months     six months 
                                                            ended          ended 
                                                          30 June        30 June 
                                                             2022           2021 
                                                                $              $ 
  Reconciliation of cash flows to debt 
  Brought forward                                      37,108,863     37,734,253 
  Cash flows used in servicing interest payments 
   of CULS                                              (669,427)      (729,107) 
  Cash flows used in principal payments of 
   lease liabilities                                     (55,395)       (44,213) 
  Non cash flows - amortisation of discount 
   on CULS issue                                        1,225,319      1,288,720 
  Non cash flows - amortisation of discount 
   on lease liabilities                                     2,573          6,295 
  Exchange differences                                (3,858,300)        382,245 
  Closing balance                                      33,753,633     38,638,193 
                                                    -------------  ------------- 
 
  Net debt comprises the following: 
  Convertible Unsecured Loan Stock 2024                33,715,582     37,166,854 
  6% convertible preference shares                              -      1,347,099 
  Lease liabilities                                        38,051        124,240 
                                                    -------------  ------------- 
                                                       33,753,633     38,638,193 
                                                    -------------  ------------- 
 

The notes on pages 14 to 32 form an integral part of the Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

1. Corporate information

The interim consolidated financial statements of APQ Global Limited (the "Group") for the six months ended 30 June 2022 were authorised for issue in accordance with a resolution of the Board of Directors on 29 September 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, Suite 2, Block C, Hirzel Court, 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 [2] .

The Company and its subsidiaries 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 purposes. The ordinary shares are admitted to trading on AIM.

2. Significant accounting policies

2.1 Basis of preparation

These interim consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2021 Annual Report.

Taking account of the financial resources available to the Company, the directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook. After making enquiries the directors have a reasonable expectation that the Company has adequate resources for the foreseeable future, a period of not less than twelve months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

2.2 Basis of accounting

APQ Global Limited has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 2021 annual financial statements.

2.3 Functional and presentational currency

The Company's presentational and functional currency is US Dollars.

2.4 Fair value measurement

The Company measures its investments in APQ Cayman Limited, APQ Corporate Services 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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

2. Significant accounting policies (continued)

2.4 Fair value measurement (continued)

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 assets, not traded in an active market, including APQ Corporate Services 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. 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. 

Where an assets fair value cannot be determined the Company measures these assets at a valuation of $nil. 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.

2.5 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. Any gain/loss on the derecognition of the liability is recognised 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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

2. Significant accounting policies (continued)

2.6 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.

3. Segment 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.

 
                         30 June       30 June 
                            2022          2021 
   Group                       $             $ 
 
  Cayman              28,971,027    49,687,720 
  United Kingdom         480,794       497,397 
  Guernsey            15,092,820    11,979,620 
  Europe               2,180,678     3,501,488 
 
                      46,725,319    65,666,225 
                    ============  ============ 
 

4. Analysis of turnover

 
                                                      For the        For the 
                                                   six months     six months 
                                                        ended          ended 
                                                      30 June        30 June 
                                                         2022           2021 
                                                            $              $ 
 
  Dividends received from APQ Cayman Limited        5,519,712      3,087,885 
  Dividends received from APQ Knowledge                     -         96,702 
 
                                                    5,519,712      3,184,587 
                                                =============  ============= 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

5. Analysis of administrative expenses

 
                                                          For the        For the 
                                                       six months     six months 
                                                            ended          ended 
                                                          30 June        30 June 
                                                             2022           2021 
                                                                $              $ 
 
  Personnel expenses                                      420,954        522,525 
  Depreciation of tangible fixed assets expenses            8,405          4,633 
  Depreciation of right of use assets                      40,094         40,661 
  Payments on short term leases                            61,556              - 
  Audit fees                                               78,205         85,489 
  Nominated advisor fees                                        -         34,364 
  Administration fees and expenses                        107,651         87,436 
  Director's remuneration                                 115,180         84,668 
  Other expenses                                          232,732         98,691 
  Professional fees                                     1,564,016      1,262,868 
  Share based payment expenses                             14,039         34,130 
  Insurance                                                 8,988          5,586 
  Recharge of expenses to APQ Cayman Limited            (180,577)      (242,529) 
  Net exchange (gains)/losses                         (3,782,129)        381,886 
 
                                                      (1,310,886)      2,400,408 
                                                    =============  ============= 
 

6. Directors' remuneration

 
                                                         For the        For the 
                                                      six months     six months 
                                                           ended          ended 
                                                         30 June        30 June 
                                                            2022           2021 
                                                               $              $ 
 
  Directors' remuneration                                115,180         84,668 
  Share based payment expenses                            11,231         27,304 
 
                                                         126,411        111,972 
                                                   =============  ============= 
 
  The highest paid director was Bart Turtelboom 
   (2021: Bart Turtelboom)                                26,701         43,959 
                                                   =============  ============= 
 
  Average number of directors in the year                      4              4 
                                                   =============  ============= 
 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

7. Personnel expenses

 
                                                              For the         For the 
                                                           six months      six months 
                                                                ended           ended 
                                                              30 June         30 June 
                                                                 2022            2021 
                                                                    $               $ 
 
  Short term benefits - wage and salaries                     133,295         184,094 
  Short term benefits - social security 
   costs                                                       10,695          15,701 
  Short term benefits - other benefits                        271,632         314,273 
  Short term benefits - Share based payment 
   expenses                                                     2,808           6,826 
  Post-employment benefits                                      5,332           8,457 
 
                                                              423,762         529,351 
                                                      ===============  ============== 
 
  Personnel expenses include expenses per note 5 and the portion of share 
   based payments relating to individuals who are not directors of the Company. 
 
  Key management personnel expenses, excluding director's remuneration 
   detailed in note 6, is as follows: 
 
  Short term benefits - other benefits                        264,656         272,024 
  Short term benefits - Share based payment 
   expenses                                                     2,808           6,826 
                                                      ---------------  -------------- 
                                                              267,464         278,850 
                                                      ===============  ============== 
 

8. Interest receivable

 
                                                   For the        For the 
                                                six months     six months 
                                                     ended          ended 
                                                   30 June        30 June 
                                                      2022           2021 
                                                         $              $ 
 
  Loan interest receivable from Palladium 
   Trust Services Limited                            7,100          6,202 
 
                                                     7,100          2,515 
                                             =============  ============= 
 

9. Finance costs

 
                                                       For the        For the 
                                                    six months     six months 
                                                         ended          ended 
                                                       30 June        30 June 
                                                          2022           2021 
                                                             $              $ 
 
  Interest on 3.5% Convertible Unsecured 
   Loan Stock 2024                                   1,225,319      1,288,720 
  Discount on unwinding of lease liability               2,573          6,295 
  Dividends paid on 6% convertible preference 
   shares                                                    -         80,400 
 
                                                     1,227,892      1,375,415 
                                                 =============  ============= 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

10. Earnings Per Share

The basic and diluted earnings per shares are calculated by dividing the profit or loss by the average number of ordinary shares outstanding during the period.

 
                                                      For the        For the 
                                                   six months     six months 
                                                        ended          ended 
                                                      30 June        30 June 
                                                         2022           2021 
                                                            $              $ 
 
  Total comprehensive income for the period      (11,069,248)    (4,703,457) 
  Average number of shares in issue                78,408,067     78,382,601 
 
  Earnings per share                                (0.14117)      (0.06001) 
                                               ==============  ============= 
 
 

The Group had share awards vested but not yet issued, which are not dilutive in 2022, 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 income/loss for the year. They would increase the weighted average number of shares by 58,414 (30 June 2021: 204,450).

The Group has 6,000 (30 June 2021: 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 (30 June 2021: 6,000) exercise price on these conversion options currently exceeds the traded share price of APQ Global. These are not currently dilutive (30 June 2021: dilutive).

11. Dividends

No dividends were declared in the period ended 30 June 2022 nor the period ended 30 June 2021.

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 market volatility on the Company's book value, it has ceased all dividends until further notice.

There is no guarantee that any dividends will be paid in respect of any financial period. The ability to pay dividends is dependent on a number of factors including the level of income returns from the Group's investments. 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.

12. Property, plant and equipment

 
                                   Office        Furniture        Leasehold 
                                equipment     and fixtures     improvements      Total 
                                        $                $                $          $ 
  Cost 
  At 1 January 2022               104,703           20,251           34,588    159,542 
  Additions during the 
   period                           9,028                -                -      9,028 
  At 30 June 2022                 113,731           20,251           34,588    168,570 
                             ============  ===============  ===============  ========= 
 
  Accumulated depreciation 
  At 1 January 2022                71,689           19,097           34,588    125,374 
  Charge for the period             7,789              616                -      8,405 
  At 30 June 2022                  79,478           19,713           34,588    133,779 
                             ============  ===============  ===============  ========= 
 
  Net book value 
  At 30 June 2022                  34,253              538                -     34,791 
                             ============  ===============  ===============  ========= 
 
  At 31 December 2021              33,014            1,154                -     34,168 
                             ============  ===============  ===============  ========= 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

13. Investments

 
                                                        Unlisted investments 
                                          APQ Corporate 
                                               Services        APQ Knowledge      Delphos       BARTR      Evergreen 
                               APQ              Limited              Limited     Holdings    Holdings         Impact                Listed 
                    Cayman Limited                                                Limited     Limited        Limited           Investments                 Total 
                                 $                    $                    $            $                          $                     $                     $ 
  At 1 
   January 
   2022                 44,555,286            4,632,220            1,437,071    5,901,149           -              -             3,208,326            59,734,052 
  Additions                      -                    -                    -    1,400,000           -              -                     -               850,000 
  Fair value 
   movement           (15,584,259)                    -                    -     (67,148)           1              -           (1,027,648)          (16,679,054) 
  Disposal                       -                    -                    -            -         (1)              -                     -                   (1) 
 
  At 30 June 
   22                   28,971,027            4,632,220            1,437,071    7,234,001           -              -             2,180,678            44,454,997 
              ====================  ===================  ===================  ===========  ==========  =============  ====================  ==================== 
 

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           England            22a St.         APQ            100          10 August          Investment      Consolidated 
  Partners       and Wales         James's         Global                       2016               support 
  LLP                              Square,         Limited 
                                   London, 
                                   SW1Y 4JH 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

13. Investments (continued)

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 Cayman        Cayman             Mourant          APQ            100          10 August          Investment      FVTPL 
   Limited          Islands            Ozannes          Global                       2016               entity 
                                       Corporate        Limited 
                                       Services 
                                       (Cayman) 
                                       Limited, 
                                       94 Solaris 
                                       Avenue, 
                                       Camana 
                                       Bay, PO Box 
                                       1348, Grand 
                                       Cayman 
                                       KY1-1108 
  APQ               Guernsey           PO Box 142,      APQ            100          10 January         Investment      FVTPL 
  Corporate                            Suite 2,         Global                       2019               holding 
  Services                             Block            Limited                                         company 
  Limited                              C, Hirzel 
                                       Court, St 
                                       Peter 
                                       Port, 
                                       Guernsey, 
                                       GY1 3HT 
  APQ               Guernsey           PO Box 142,      APQ            100          1 March            Investment      FVTPL 
  Knowledge                            Suite 2,         Global                       2019               holding 
  Limited                              Block            Limited                                         company 
                                       C, Hirzel 
                                       Court, St 
                                       Peter 
                                       Port, 
                                       Guernsey, 
                                       GY1 3HT 
  New Markets       England            22a St.          APQ            100          26 February        Trading         FVTPL 
  Media &            and Wales         James's          Knowledge                    2019(1)           investment 
  Intelligence                         Square,          Limited                                        company 
  Ltd                                  London, 
                                       SW1Y 4JH 
  Palladium         Seychelles         Global           APQ            100          22 February        Trading         FVTPL 
  Finance                              Gateway 8,       Corporate                    2019(2)           investment 
  Group                                Rue              Services                                       company 
  Limited                              de la            Limited 
                                       Perle, 
                                       Providence, 
                                       Seychelles 
  Palladium         New Zealand        Level 8,         APQ            100          22 February        Trading         FVTPL 
  Trust                                AIG              Corporate                    2019(2)           investment 
  Company                              Building,        Services                                       company 
  (NZ) Limited                         41               Limited 
                                       Shortland 
                                       Street, 
                                       Auckland, 
                                       New Zealand 
                                       1010 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

13. Investments (continued)

 
                      Country                             Immediate                   Acquisition/ 
                      of                 Registered       Parent         Holding      Incorporation 
  Name                incorporation      Office           Company         %           Date               Activity        Recognition 
  Palladium           England            22a St.          APQ            100          22 February        Trading         FVTPL 
  Trust Services       and Wales         James's          Corporate                    2019(2)           investment 
  Ltd                                    Square,          Services                                       company 
                                         London,          Limited 
                                         SW1Y 4JH 
  Parish              Guernsey           PO Box 142,      APQ            100          29 January         Trading         FVTPL 
  Corporate                              Suite 2,         Corporate                    2020              investment 
  Services                               Block            Services                                       company 
  Limited                                C, Hirzel        Limited 
                                         Court, St 
                                         Peter 
                                         Port, 
                                         Guernsey, 
                                         GY1 3HT. 
  Parish Group        Guernsey           PO Box 142,      APQ            100          29 January         Trading         FVTPL 
   Limited                               Suite 2,         Corporate                    2020              investment 
                                         Block            Services                                       company 
                                         C, Hirzel        Limited 
                                         Court, St 
                                         Peter 
                                         Port, 
                                         Guernsey, 
                                         GY1 3HT. 
  Parish              Guernsey           PO Box 142,      APQ            100          29 January         Trading         FVTPL 
  Nominees                               Suite 2,         Corporate                    2020              investment 
  Limited                                Block            Services                                       company 
                                         C, Hirzel        Limited 
                                         Court, St 
                                         Peter 
                                         Port, 
                                         Guernsey, 
                                         GY1 3HT. 
  Parish              Guernsey           PO Box 142,      APQ            100          29 January         Trading         FVTPL 
  Trustees                               Suite 2,         Corporate                    2020              investment 
  Limited                                Block            Services                                       company 
                                         C, Hirzel        Limited 
                                         Court, St 
                                         Peter 
                                         Port, 
                                         Guernsey, 
                                         GY1 3HT. 
  Delphos             Guernsey           PO Box 142,      APQ            100          13 August          Investment      FVTPL 
  Holdings                               Suite 2,         Global                       2021               holding 
  Limited(1)                             Block            Limited                                         company 
                                         C, Hirzel 
                                         Court, St 
                                         Peter 
                                         Port, 
                                         Guernsey, 
                                         GY1 3HT. 
  Delphos             United States      2121 K St,       Delphos        100          3 March 2020       Trading         FVTPL 
  International,                         N 2121 K         Holdings                                       investment 
  Ltd                                    St,              Limited                                        company 
                                         NW, Suite 
                                         1020, 
                                         Washington, 
                                         DC 20037 
  Delphos FMA         Canada             202-230 ch.      Delphos        70           20 January         Trading         FVTPL 
  - Frontier                             du Golf,         Holdings                     2021              investment 
  Markets                                Montreal,        Limited                                        company 
  Advisors                               QC H3E 2A8, 
  Inc                                    Canada 
  Delphos Impact      Guernsey           PO Box 142,      Delphos        100          18 August          Trading         FVTPL 
   Limited(2)                            Suite 2,         Holdings                     2021              investment 
                                         Block            Limited                                        company 
                                         C, Hirzel 
                                         Court, St 
                                         Peter 
                                         Port, 
                                         Guernsey, 
                                         GY1 3HT. 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

13. Investments (continued)

 
                 Country                            Immediate                   Acquisition/ 
                 of                 Registered      Parent         Holding      Incorporation 
  Name           incorporation      Office          Company         %           Date               Activity         Recognition 
  Delphos        England            22a St.         Delphos        97           6 October          Trading          FVTPL 
  Partners        and Wales         James's         Holdings                     2021               investment 
  LLP                               Square,         Limited                                         company 
                                    London, 
                                    England, 
                                    SW1Y 
                                    4JH 
  Delphos        Guernsey           PO Box          Delphos        100          27 September       Trading          FVTPL 
  Services                          142, Suite      Holdings                     2021               services 
  Limited                           2, Block        Limited                                         company 
                                    C, Hirzel 
                                    Court, St 
                                    Peter 
                                    Port, 
                                    Guernsey, 
                                    GY1 3HT. 
  Evergreen      Guernsey           PO Box          APQ            50           10 August          Trading          FVTPL 
  Impact                            142, Suite      Global                       2021              management 
  Limited                           2, Block        Limited                                        consultancy 
                                    C, Hirzel 
                                    Court, St 
                                    Peter 
                                    Port, 
                                    Guernsey, 
                                    GY1 3HT. 
 

(1) The Company made capital contributions to Delphos Holdings Limited in order to meet working capital requirements of its subsidiaries Delphos International, Ltd ($550,000 contributed) and Delphos Impact Limited ($850,000 contributed).

(2) Delphos Capital Limited changed its name to Delphos Impact during the period.

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 Tobias House St. Marks Court, Thornaby, Stockton-On-Tees, United Kingdom, TS17 6QW. BARTR Holdings Limited wholly owns two subsidiaries, BARTR Connect Limited, whose registered office is Tobias House St. Marks Court, Thornaby, Stockton-On-Tees United Kingdom, TS17 6QW, and BARTR Technologies Limited, whose registered office is 156 Great Charles Street Queensway, Birmingham, England, B3 3HN. 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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

13. Investments (continued)

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, 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 is nil. This is due to BARTR Holdings Limited being a pre-revenue technology start-up company for which future revenue is highly uncertain, and without comparable companies to benchmark the valuation against. The income approach and market approach therefore do not produce a reliable valuation and management has therefore determined the valuation to be $nil.

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.

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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

13. Investments (continued)

Unlisted managed funds

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.

The movement of investments classified by level is as per the below.

 
                                              Level 
                               Level 1            2        Level 3                Total 
                                     $            $              $                    $ 
 
  At 1 January 2022          3,208,326            -     56,525,726           59,734,052 
  Additions                          -            -      1,400,000            1,400,000 
  Fair value movement      (1,027,648)            -    (3,940,482)         (16,679,054) 
  Disposals                          -            -            (1)                  (1) 
 
  At 30 June 2022            2,180,678            -     42,274,319           44,454,997 
                         =============  ===========  =============  =================== 
 
 

14. Trade and other receivables

 
                                  30 June    31 December 
                                     2022           2021 
                                        $              $ 
 
  Trade debtors                    95,982        128,526 
  Amounts due from group 
   undertakings                   157,490        718,257 
  Prepayments and accrued 
   income                          46,980         50,138 
  Other debtors                   110,837         43,507 
 
                                  411,289        940,428 
                                =========  ============= 
 
 

15. Trade and other payables

 
                               30 June    31 December 
                                  2022           2021 
                                     $              $ 
 
  Trade creditors               96,365        146,060 
  Amounts due to group 
   undertakings                185,892        315,768 
  Other creditors               16,918         21,605 
  Accruals                     140,468        273,193 
  Lease liability               38,051         83,780 
 
                               477,694        840,406 
                             =========  ============= 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

16. 3.5% Convertible Unsecured Loan Stock 2024

 
                                           Nominal      Liability        Equity 
                                            number      component     component 
                                           of CULS 
                                                 $              $             $ 
 
  As at 1 January 2022                  41,446,167     37,025,083     6,919,355 
  Amortisation of discount on issue                     1,225,319 
   and issue expenses                            -                            - 
  Interest paid during the period                -      (669,427)             - 
  Exchange differences                           -    (3,865,393)             - 
 
  As at 30 June 2022                    41,446,167     33,715,582     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 per cent. premium to the unaudited Book Value per Ordinary Share on 31 July 2017. Following conversion of 80 per cent. 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 per cent. 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.

17. 6% convertible preference shares

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.

18. Share Capital

As at 30 June 2022, the authorised and issued share capital of the Company is 78,506,827 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.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

18. Share Capital (continued)

 
                                        Ordinary 
                                          shares 
                                              No           GBP              $ 
 
  At 1 January 2022                   78,453,671    76,999,179    100,005,450 
 
  Shares issued from share awards 
   during the period                      12,848       50,3401         68,099 
 
  At 30 June 2022                     78,466,519    77,049,520    100,073,549 
                                    ============  ============  ============= 
 

During the period ended 30 June 2022, 12,848 (period ended 30 June 2021: 53,156) shares were issued as part of the share award scheme as detailed in note 19.

19. 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 2018 with respect to the performance period ended 31 December 2017.

 
                                                     Fair value 
                                                  of instrument                                    Final 
                        Type           No. of           granted                                  vesting 
   Grant date       of award      instruments             pence        Vesting conditions           date 
 
                                                                    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.

 
                                    2022                           2021 
                                            Weighted                       Weighted 
                                          average of                     average of 
                         Number of        fair value    Number of        fair value 
                            awards     of instrument       awards     of instrument 
                                               cents                          cents 
 
  Outstanding at 1 
   January                 146,036            128.11      262,864            128.11 
  Settled in equity       (53,156)            128.11     (53,156)            128.11 
  Settled in cash          (5,258)            128.11      (5,258)            128.11 
  Outstanding at 30 
   June                     87,622            128.11      204,450            128.11 
                       ===========  ================  ===========  ================ 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

19. Share awards (continued)

 
                                      Charge for 
                                    awards to be         Charge for     Total charge 
                                      settled in     awards settled        for share 
                                          Equity            in Cash     based awards 
                                               $                  $                $ 
 
  Period ended 30 June 2022                6,735              7,304           14,039 
 
  Period ended 30 June 2021               27,394              6,736           34,130 
 

The unvested portion of the share awards currently granted is $5,711 (At 30 June 2021: $46,161). Of the awards outstanding, the number vested that are available for settlement amount to 29,207 (At 30 June 2021: 29,207).

20. Share warrants

On 29 January 2020, the Company issued 1,000,000 warrants as part of the acquisition of Parish Group Limited. The share warrants were cancelled during November 2021 and an amount of GBP107,702 transferred to retained earnings from the share warrants reserve.

21. Leases

Finance lease commitments

The Company's subsidiary, APQ Partners LLP, leases rental space and information with regards to this lease is outlined below:

 
  Right of use asset                Land and 
                                   buildings 
                                           $ 
  Cost 
  At 1 January 2022                  295,392 
                                ------------ 
  At 30 June 2022                    295,392 
                                ------------ 
 
  Accumulated depreciation 
  At 1 January 2022                  215,205 
  Charge for the period               40,094 
                                ------------ 
  At 30 June 2022                    255,299 
                                ------------ 
 
  Net book value 
  At 30 June 2022                     40,093 
                                ============ 
  At 31 December 2021                 80,187 
                                ============ 
 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

21. Leases (continued)

 
                                    30 June    31 December 
  Lease liability                      2022           2021 
                                          $              $ 
  Leased asset on 1 January          83,780        160,376 
  Interest on lease liability         2,573         10,773 
  Payments for lease               (55,395)       (88,016) 
  Exchange differences                7,093            647 
 
  At 30 June                         38,051         83,780 
                                 ----------  ------------- 
 
  The lease falls due: 
  Within 1 year                      38,051         83,780 
                                     38,051         83,780 
                                 ==========  ============= 
 

22. 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 per cent 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 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:

 
                                                           30 June     31 December 
                                                              2022            2021 
                                                                 $               $ 
 
  Share capital                                        100,073,549     100,005,450 
  Equity component of 3.5% Convertible Unsecured 
   Loan Stock 2024                                       6,919,355       6,919,355 
  Other capital reserves                                   106,535         167,331 
  Retained earnings                                   (89,639,881)    (78,570,633) 
  Exchange reserve                                     (4,927,513)     (4,927,513) 
 
  Total shareholders' funds                             12,532,045      23,593,990 
                                                    ==============  ============== 
 

23. 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.

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. From 1 April 2018 this was split between the Company and APQ Cayman Limited.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

23. Related party transactions (continued)

 
                                       APQ Global           APQ Global            APQ Cayman           APQ Capital           APQ Knowledge          APQ Corporate              Total 
                                        Limited -            Limited -             Limited -         Services Limited          Limited -           Services Limited 
                                      remuneration          Share based          remuneration         - remuneration          remuneration          - remuneration 
                                                            remuneration 
                                           $                     $                    $                     $                         $                   $                      $ 
                                      For         For       For        For       For         For       For         For       For           For       For         For        For          For 
                                      the         the       the        the       the         the       the         the       the       the six       the     the six    the six      the six 
                                      six         six       six        six       six         six       six         six       six        months       six      months     months       months 
                                   months      months    months     months    months      months    months      months    months         ended    months       ended      ended        ended 
                                    ended       ended     ended      ended     ended       ended     ended       ended     ended       30 June     ended     30 June    30 June      30 June 
                                       30     30 June        30         30        30     30 June        30     30 June        30          2021        30        2021       2022         2021 
                                     June        2021      June       June      June        2021      June        2021      June                    June 
                                     2022                  2022       2021      2022                  2022                  2022                    2022 
                 Chief 
  Bart            Executive 
   Turtelboom     Officer          15,470      16,655    11,231     27,304    62,139      66,679         -           -         -             -         -           -     88,840      110,638 
 
  Wayne          Non-Executive 
   Bulpitt        Chairman         25,117      27,712         -          -         -           -         -           -         -             -         -           -     25,117       27,712 
  Wesley         Executive 
   Davis          Director         22,500      22,500         -          -    22,500      22,500       417       1,313       107         1,597       443       1,692     45,967       49,602 
 
  Philip         Non-Executive 
   Soulsby        Director         19,328      12,157         -          -         -           -         -       1,042         -             -         -           -     19,328       13,199 
 
  Al Wadhah      Non-Executive 
   Al Adawi       Director         12,659           -         -          -         -           -         -           -         -             -         -           -     12,659            - 
 
                                   95,074      79,024    11,231     27,304    84,639      89,179       417       2,355       107         1,597       443       1,692    191,911      201,151 
                                 ========  ==========  ========  =========  ========  ==========  ========  ==========  ========  ============  ========  ==========  =========  =========== 
 

The directors represent key management personnel. Additional key management personnel are the partners of the LLP, details of their remuneration is disclosed in Note 6.

The Company's administrator is Parish Group Limited, a wholly owned subsidiary of APQ Global Limited. APQ Global Limited has incurred $74,174 (six months ended 30 June 2021: $43,584) of fees and expenses to Parish Group Limited as administrator of the Company. As at 30 June 2022 the balance owed to Parish Group Limited was $nil (31 December 2021: $nil).

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2022

23. Related party transactions (continued)

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 $525,525 (six months ended 30 June 2021: $250,868) to APQ Global Limited during the period. As at 30 June 2022, APQ Global Limited was owed $104,671 from APQ Partners LLP (31 December 2021: $32,891). In both the current and prior period amounts have been eliminated on consolidation.

During the period, the Group recharged expenses to APQ Cayman Limited of $192,355 (six months ended 30 June 2021: $250,868) and was recharged expenses of $11,778 (six months ended 30 June 2021: $8,339) from APQ Cayman Limited. During the six months period to 30 June 2022, APQ Global Limited received dividends from APQ Cayman Limited of $5,519,712 (six months ended 30 June 2021: $3,087,885).

During the period, APQ Global Limited provided capital contributions to Delphos Holding Limited totalling $1,400,000 (six months ended 30 June 2021: $nil).

As at 30 June 2022, APQ Global Limited owed $264,410 (31 December 2021: $ 264,410) to APQ Corporate Services Limited.

During the period, APQ Global Limited received dividends of $nil (six months ended 30 June 2021: $96,702) from APQ Knowledge Limited.

In 2021, APQ Global provided a loan to Palladium Trust Services Limited, a group undertaking, of $nil (31 December 2020 - $77,849). In addition, the loan attracts interest at a rate of 10%. During the period, APQ Global charged interest of $7,099 (six months ended 30 June 2021: $6,202). As at 30 June 2022, APQ Global Limited was owed $157,490 (31 December 2021: $168,257) from Palladium Trust Services Limited.

As at 30 June 2022 APQ Global Limited owed $46,050 (31 December 2021: $52,382) to New Markets Media & Intelligence Ltd.

[1] Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.

[2] Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.

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