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Share Name Share Symbol Market Type Share ISIN Share Description
Asimilar Group Plc LSE:ASLR London Ordinary Share GB00BFX2VL54 ORD 0.01P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 8.25 8.00 8.50 8.25 8.25 8.25 3,015,000 08:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Financial 0.0 26.7 23.3 0.4 10

Asimilar Group PLC Final Results

21/03/2022 7:15am

UK Regulatory (RNS & others)


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RNS Number : 3665F

Asimilar Group PLC

21 March 2022

Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulations ("MAR"). Upon publication of this Announcement, this information is now considered to be in the public domain.

Asimilar Group plc

("Asimilar", the "Company" or the "Group")

Final results for the year ended 30 September 2021

The Board of Asimilar Group plc (AIM: ASLR), the investment company focused on technology opportunities in the fields of big data, machine learning, telematics and the Internet of Things, is pleased to announce the Group's audited results for the year ended 30 September 2021.

Highlights

   --      Profit after tax of GBP26.7 million (2020: GBP0.4 million) 
   --      Basic earnings per share of 23.29p (2020: 0.41p) 
   --      Total net assets of GBP41.5 million (2020: GBP10.6 million) 
   --      GBP5 million investment into Dev Clever at 10p per share 

-- Further investment in other existing portfolio companies, including Audioboom, SeeQuestor, Magic Media Works, Gfinity and Sparkledun

-- Raised GBP7.3 million cash through the exercise of warrants in the Company, and the sale of Dev Clever options and warrants

Post year end developments

There have been a number of positive post period end developments in respect of the Group's portfolio companies. Dev Clever Holdings plc ("Dev Clever"), the Group's largest holding by carrying value, continues to progress its acquisition of Veative Labs Pte Ltd (Singapore) ("Veative") and its shares are currently suspended pending completion and FCA approval of its prospectus. All Active Asset Capital Ltd ("AAA") has completed its acquisition of Mesh Holdings plc, resulting in Asimilar now holding 24 million shares in AAA. AAA has announced a number of interesting developments and opportunities. Audioboom's share price has increased materially with its latest closing mid price of GBP18.75 per share (30 September 2021: GBP10.20 per share).

AQSE Growth Market

The Board today announces its intention to seek admission of its shares to trading on the Access Segment of the AQSE Growth Market. The Board believes in the opportunities offered by the AQSE Growth Market to improve liquidity in nascent companies and in the investment companies that invest in them. It also provides greater optionality to the Board going forwards, should the Company decide to cancel the admission of its shares to trading on AIM, in terms of reducing operating costs and taking advantage of a market regime which may be more fitting to an investment company. This includes reducing the risk that investment opportunities are missed and shareholders' interests thereby affected. The Company's shares will continue to trade on AIM and the Board will continue to assess the dual-listing structure. Any proposal to cancel the admission to AIM would be subject to shareholder approval.

John Taylor, the Chairman of the Company, commented: "I am delighted to present these excellent results for the year in review. The Board remains very optimistic on the opportunities our portfolio companies are presented with in the coming months and believes several have the potential to make material advances in 2022. We very much look forward to updating the market with news on a number of fronts."

Contacts:

 
 Asimilar Group plc 
 John Taylor                                         via Buchanan 
 
 Cairn Financial Advisers LLP 
 Sandy Jamieson, Liam Murray                Tel: +44 20 7213 0880 
 
 Peterhouse Corporate Finance Limited 
  (Sole broker) 
 Duncan Vasey / Lucy Williams              Tel: + 44 20 7220 9797 
 
 Buchanan Communications Ltd             Tel: +44 20 7466 5000 or 
                                         Asimilar@buchanan.uk.com 
 Richard Oldworth 
 Chris Lane 
 

Introduction

I am pleased to present the annual report and consolidated financial statements for Asimilar Group plc ("Asimilar", "the Group", or "the Company"), for the financial year ended 30 September 2021.

Technology is at the foundation of our investment criteria. We invest in businesses that develop purpose-built technology and possess the operational expertise to scale and generate positive returns for shareholders. We back founders that have a dedicated passion and competency for creating and engineering premium customer experiences through technology, content and product innovation.

As an investment business we evaluate a significant pipeline of potential investment opportunities based on the principles of our stated investment criteria. Before investing, the board always evaluates the opportunities diligently and takes valued input from key shareholders and our investor partners on the value potential of the investment opportunities.

The board has evaluated a number of options to maintain positive momentum and capitalise on new opportunities in the market that we believe are in the best interests of shareholders. It has executed a number of follow on and new investments as a result.

Investment Strategy

At our last Annual General Meeting, held on 18 August 2021, shareholders approved a broadening of our investment policy to include a wider array of technology based businesses, whilst still focusing primarily on the sub-sectors of Big Data, Machine Learning, Telematics and Internet of Things. It also removed the stated intention of only considering businesses that are generating positive cash flows, or are likely to do so imminently, so that investments in earlier stage, high growth, disruptive companies could be considered.

Financial Review

Total comprehensive income for the year was GBP26,705,635 (2020: GBP392,329). Unrealised gains on investments were GBP25,687,510 (2020: loss GBP1,778,363) and realised gains on investments were GBP2,202,000 (2020 impairment gains: GBP5,728). Cash at the bank at the year-end was GBP600,090 (2020: GBP709,819).

As at 30 September 2021, total assets were GBP43,735,675 (2020: GBP12,547,890) and the net fair value of investments held was GBP43,040,104 (2020: GBP8,794,403). Total net assets were GBP41,474,640 (2020: GBP10,591,255) which represents 35.94 (2020: 11.60) pence per share.

Investment Portfolio

Asimilar has developed a portfolio approach to its investments. The Board will assess new investments as well as reinforcing existing investments in portfolio companies where it has assessed there are opportunities to enhance shareholder value. In order to expose our investors to the potential returns that we believe they demand, such investments should be regarded as at the highest end of the risk spectrum. A brief summary of our investments and developments within them is outlined below:

Dev Clever Holdings Plc ("Dev Clever")

Dev Clever Holdings Plc, together with its wholly owned subsidiary Dev Clever Limited, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based gamification and VR technologies to deliver rich customer engagement experiences across both the commercial and education sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange.

The interest in Dev Clever is held via Asimilar's wholly owned subsidiary, Asimilar Investments Limited ("AIL"), based in Jersey.

On 3 September 2020, AIL exercised its right to subscribe for 17,500,000 shares in the capital of Dev Clever at a price of 10 pence per Dev Clever share for an aggregate subscription amount of GBP1.75 million in accordance with the terms of the amended Dev Clever Investment Agreement.

On 1 December 2020, AIL announced its intention to exercise the second tranche of the Dev Clever option. This became unconditional on 26 January 2021 resulting in a further investment of GBP2,000,000 for 20 million new shares.

On 25 February 2021, the Group announced that it had assigned the right to subscribe for 30 million shares in Dev Clever to Sitius Limited ("Sitius") for a cash consideration of GBP3 million. In addition, AIL assigned some 15 million of the warrants to subscribe for new Dev Clever shares at 25p each to Sitius for a further cash consideration of GBP500,000. Asimilar also announced on 1 March 2021 AIL's intention to use the proceeds from these assignments to complete its subscription for a further 30 million shares in Dev Clever at 10p per share which was completed on 18 March 2021.

At 30 September 2021, AIL held 70,000,000 ordinary shares in Dev Clever representing approximately 12.2% of Dev Clever's issued share capital. The carrying value of this investment was GBP26,950,000. Asimilar Group Plc also held an additional 2,300,000 shares at a carrying value of GBP885,500. AIL retains a warrant to subscribe for 35 million new ordinary shares in Dev Clever at 25 pence per Dev Clever share.

On 24 December 2021, Dev Clever announced that trading in its ordinary shares was to be suspended pending the approval by the FCA of the acquisition of Veative by Dev Clever.

Mesh Holdings Plc ("MESH")

MESH is an unlisted investment business that aims to incubate emerging technology brands. On 3 August 2020 Asimilar announced that it had reached an agreement with MESH whereby the Company received a consideration of 24 million MESH shares in return for the assignment of Asimilar's right to subscribe for up to 32% of the share capital of Sentiance N.V. ("Sentiance").

MESH holds a number of technology investments including Sentiance N.V. Asimilar's holding of 24m shares accounted for 8.89% of MESH's issued share capital and was carried at a valuation of GBP984,000 as at 30 September 2021.

Sentiance is an emerging and leading organisation within behavioural, ethical artificial intelligence and machine learning with its "Motion Intelligence" and "Behavioural Change Platform" technologies. Sentiance has announced new partnerships, extended partnerships and contracts with well- known international businesses, including several within the Fortune 500.

On 29 November 2021 the Court approved a scheme of arrangement whereby All Active Asset Capital Limited ("AAA"), a private company previously listed on AIM, acquired 100% of MESH on the basis of one new AAA share for one MESH share. As a result, Asimilar now holds 24 million AAA shares representing approximately 1.3% of AAA's issued share capital. It is expected that a 'grey market' trading facility for AAA shares will be put in place within Q1 of 2022 as AAA seeks to attain a listing on an international recognised stock exchange.

Audioboom Group plc ("Audioboom")

Audioboom is a global leader in podcasting with more than 100 million downloads each month from 30 million unique listeners around the world. Audioboom was ranked as the fourth largest podcast publisher in the US by Triton Digital in January 2022.

Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides commercial services for a premium network of 250 top tier podcasts.

In its quarterly update to 30 September 2021 Audioboom announced revenues for the nine months of $39.7m, up 117% for the same period in 2020 ($18.3m). Its nine month adjusted EBITDA of $1.2m compared to a $1.6m loss for the same nine month period in 2020.

As at 30 September 2021 Asimilar held 155,000 (2020: 53,400) shares in Audioboom which represents 0.99% (2020: 0.34%) of the issued share capital. The investment was valued at GBP1,575,920 at 30 September 2021 based on an Audioboom share price of GBP10.20.

Magic Media Works Ltd ("Magic Media")

Magic Media is a music entertainment technology business. The company's mission is to bring families together through shared music entertainment experiences, making every home a connected home.

ROXi, which was launched by Magic Media in 2017, is the world's first 'made for TV' music entertainment product, delivering music entertainment experiences that allow consumers to listen, sing, dance and play together at home.

ROXi is backed by celebrity curators Kylie Minogue, Robbie Williams and Sheryl Crow and delivers its unique interactive experience through the stylish ROXi Console as well as through major Smart TV and Pay TV platforms, including Sky.

Offering unlimited music, karaoke-style singing, global radio access, an ambient sound machine and ROXi's unique music trivia game, Name That Tune, ROXi is highly differentiated and popular with its target market of older, family consumers. The company has global rights agreements with the major labels (Universal Music Group, Sony Music Group, Warner Music Group) and major independents including Merlin Music, providing customers with one year's access to a premium music catalogue of over 55 million music tracks.

On 8 September 2020 Sky Q launched the ROXi music service, bringing an entertaining mix of unlimited music, music games, radio and karaoke to the living room, all in one place.

The partnership means that the ROXi music entertainment experience is now available on the Sky Q Pay TV platform, without the need for any additional hardware.

The launch of "ROXi on Sky Q" is part of a wider strategy to provide the ROXi experience on all major Smart TV and Pay TV platforms, with Sky having been the first European rollout partner. Roxi is now available on Fire TV, Google TV and Android TV.

On 7 December 2020 Asimilar invested a further GBP298,204 in Magic Media via a subscription to 298,204 loan notes of GBP1.00 each.

On 23 June 2021 Asimilar took up its pre-emption rights and invested a further GBP693,564 in loan notes of GBP1.10 each.

Interest will be paid on the Loan Notes at 5%, payable annually in arrears on the anniversary of the Loan Note subscription. The Loan Notes expire on 31 January 2026. Magic Media can elect to satisfy the interest through the issuance of further Loan Notes or shares to the Loan Note holder. Each Loan Note has a separate warrant attached which gives the holder the right to subscribe for a share in Magic Media at GBP1.10 for the 693,564 Loan Notes and at GBP1.00 for the 298,204 Loan Notes at any time during the life of the Loan Note ("Warrant"). The exercise of the Warrants can be carried out by offsetting the exercise subscription due against the outstanding loan amount, effectively resulting in a cashless exercise.

At 30 September 2021 Asimilar held 1,646,682 shares which represents 6.13% (2020: 7.4%) of the issued share capital. Asimilar also holds GBP1,491,768 in convertible loan notes, 928,717 warrants and has options over a further 95,000 ordinary shares in Magic Media. The carrying value of this investment was GBP3,352,295 at 30 September 2021.

Simplestream Limited ("Simplestream")

Simplestream is an award winning provider of best in class, next generation TV solutions to some of the biggest players in the broadcast, sports and media industry. Clients include A&E Networks, AMC Networks, Channel 4, Nova TV Sony Traceplay, QVC TV, Box Nation, Little Dot Studios and At The Races amongst others.

New customers taken on during the year were GB News, Digital Theatre and Craftsy. The company delivered the Paralympic Games on Channel 4's website and over its OTT platform.

Simplestream's cloud-based Media Manager platform provides broadcasters and rights owners with an end-to-end technology services eco-system, with a full range of multi-platform TV and video distribution products including low latency online simulcasts of TV channels, real-time sports highlights clipping, broadcaster catch-up services, social video syndication and subscriber management services.

Simplestream's technology platform also provides multi-channel and multi-territory front-end templated applications for a complete range of connected devices including mobiles, tablets, connected TVs and fast-growing over the top (OTT) platforms such as Amazon Fire TV, Apple TV and Roku. In the UK Simplestream's "Hybrid TV" solution is used by leading broadcasters to power "catchup" services on Freeview, Freesat, YouView and EETV.

Simplestream delivers services across Europe, the US, Africa and the Far East with further international expansion planned for 2022.

At 30 September 2021 Asimilar held 9,943 (2020: 9,943) shares in Simplestream, which represents 6.71% (2020: 6.71%) on a fully diluted basis and a Convertible Loan Note of GBP21,000. The carrying value of this investment at 30 September 2021 is GBP856,212.

Gfinity plc ("Gfinity")

Gfinity is a world-leading esports solutions provider. It focuses on designing, developing and delivering esports solutions for e-games publishers, rights holders and brands. It has contracts and partnership arrangements with EA Games, Microsoft, FIFA, Formula 1 and Indycar.

During the year the company grew its Gfinity Digital Media group ("GDM") through the acquisition of three digital media assets focused on the gaming industry; EpicStream in December 2020, Stock Informer in August 2021 and SiegeGG Corporation in September 2021. These transactions have strengthened the company's Digital Media offering and improved the company's ability to offer broader and more in depth content to its dedicated fans.

On 23 August 2021 the company completed a fundraise of GBP3.3m through an accelerated bookbuild.

At 30 September 2021 Asimilar held 5,962,500 (2020: 400,000) shares in Gfinity which represent 0.5% (2020: 0.05%) of the issued share capital. The carrying value of this investment at 30 September 2021 is GBP224,462.

Sparkledun Limited ("Sparkeldun")

Sparkledun is a private company which, through its trading subsidiary, Fast to Fibre Limited ("Fast to Fibre"), has rights to exploit a patented process for the extraction of the inner core of telecoms and power cables, allowing the insertion of fibre optic without the need for excavation or other disruptive techniques.

The Fast to Fibre commercial proposition is to reduce the cost of fibre optic deployment particularly in difficult to access areas such as urban and city centres, thereby increasing the pace of adoption in line with government targets around the world to provide ultra-fast internet access. Fast to Fibre has successfully completed several trials in a variety of geographical locations and complex situations and is now progressing a number of major commercial opportunities in the UK, Europe, North America and India.

On 31 March 2021, Asimilar agreed to invest a further GBP300,044 for 5,047 new ordinary shares. This was part of a fund raise of GBP2.7 million to fund growth, marketing and R&D.

At 30 September 2021 Asimilar held 8,307 (2020: 3,260) ordinary shares of GBP1.00 each in the issued share capital of Sparkeldun, which represents 4% (2020: 1.88%) of its issued share capital. The carrying value of this investment was GBP493,851 at 30 September 2021.

SeeQuestor Limited ("SeeQuestor")

SeeQuestor brings together leaders in cyber security and computer vision to deliver an Artificial Intelligence ("AI") tool to comb through some of the estimated 1.5 trillion hours of CCTV footage produced per year, harnessing what the Directors believe to be world leading AI technology and affordable supercomputing to turn terabytes of video into actionable intelligence.

SeeQuestor has two main products available: SeeQuestor 'Post-Event' which allows teams to comb through archives of video footage to find persons of interest or vehicles, helping to solve investigations in a fraction of the time that would otherwise be needed; and SeeQuestor 'iCCTV' which monitors surveillance cameras in real-time. Use cases range from homeland security to smart cities, airports, industrial and mining operations.

The SeeQuestor 'Post-Event' product has been used successfully to solve crimes by 20 police forces in the UK and overseas. Having successfully completed a number of pilots in the field through 2019, SeeQuestor 'iCCTV' is now being deployed at scale to secure sensitive events and sites in several countries.

On 9 November 2020, Asimilar Investments Limited ("AIL") invested a further GBP250,000 for 16,892 new equity shares in addition to the 47,018 already held.

0n 31 December 2020 AIL invested a further GBP250,000 for new equity shares and was also granted a 1 for 1 warrant to subscribe for further new ordinary shares in SeeQuestor. These warrants have also been applied on a one for one basis to the previous investment of GBP250,000 made on 9 November 2020. The warrants were exercised in December 2021.

The holding of SeeQuestor shares totalled 80,802 as at 30 September 2021, representing 7.08% of the issued share capital of SeeQuestor, and the carrying value of the investment was GBP970,138.

Low 6 Limited

Low6 Limited has developed an app for "pool betting" gameplay designed for Millennials to compete against each other rather than traditionally pitted against 'the House'. Distribution is through multi-channel platform technology. Gameplay is available via 'Global network' or 'Ring-fenced geo-specific' tenants and/or locations.

On 2 October 2020 Asimilar converted GBP60,000 of Convertible Loan Notes into 4,408 shares. On 19 December 2020 Asimilar exercised the warrants it held to bring the total investment in Low 6 Limited to 6,612 shares, representing some 0.01% of the issued share capital. The carrying value of the investment was GBP119,993 at year end.

Zeelo Limited

Zeelo Limited's ambition is to build the world's leading smart mobility platform for organizations, enabling access to safe and sustainable transportation for everyday journeys. It seeks to use technology and data to provide flexible and cost efficient transportation programmes in public transit deserts. This includes the smart provision and procurement of shared transport for businesses and providing employees with a safer commute to work and in education getting students to schools and colleges safely and competitively. It also gives transport operators access to new business via a digitised service.

Zeelo has grown very impressively over 2021 in terms of journeys taken on the platform and significant revenue and the Board is confident it will realise the value of its investment in the near term.

On 4 August 2021 Asimilar invested GBP301,850 for 122 A preference shares which represents 0.01% of the issued share capital. The carrying value of this investment was GBP301,850 at 30 September 2021.

Asimilar Investments Limited ("AIL") formerly Intrinsic Capital (Jersey) Limited

On 30 August 2020 Asimilar acquired Asimilar Investments Limited ("AIL"), formerly Intrinsic Capital (Jersey) Limited ("ICJL") in order to allow Asimilar to manage its portfolio with the benefit of the more benign capital gains tax regime available in Jersey in respect of some of its current and future investments.

AIL was a party to an investment agreement with Dev Clever Holdings Plc (" Dev Clever "), as announced by Dev Clever on 13 May 2020, giving AIL a right to subscribe for up to 100,000,000 ordinary shares in Dev Clever at a price of 10 pence per Dev Clever share (the " Dev Clever Investment Agreement "). Following the exercise of all of these subscription rights, AIL would have been entitled to exercise a warrant to subscribe for up to 50,000,000 additional Dev Clever shares at a price of 25 pence per Dev Clever Share (the " Dev Clever Warrant ").

At the date of acquisition AIL had exercised part of the option and invested GBP250,000 for 2,500,000 of Dev Clever shares.

Under the terms of the acquisition agreement of AIL, the Company acquired the entire issued share capital of AIL in return for the issuance of 1,000,000 new Asimilar ordinary shares credited as fully paid (" Consideration Shares "). In addition Mark Horrocks, the sole owner of AIL, was granted warrants to subscribe for up to 9,000,000 Asimilar ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. Each tranche was exercisable for two years after the relevant price criteria in Dev Clever having been reached. The relevant price criteria are the mid-market closing price of Dev Clever Shares for a period of five consecutive Business Days being or exceeding (i) 28 pence; and (ii) 55 pence respectively. The number of warrants which Mr Horrocks will be able to exercise will be proportional to the number of shares in Dev Clever subscribed for by the Company or AIL pursuant to the Dev Clever Investment Agreement at the date of exercise of such warrants.

On 29 March 2021, the Company announced that the mid-market closing price of shares in Dev Clever had exceeded 28 pence for a period of five consecutive Business Days. Therefore 70 per cent of the first tranche of 4,500,000 warrants in Asimilar (equating to 3,150,000 warrants) issued to Mark Horrocks have vested. The 3,150,000 warrants are exercisable at 0.01 pence per Asimilar ordinary share until 29 March 2023.

COVID -19 statement

The continuing global presence of coronavirus COVID-19 during the year continued to impact on the markets and business activity. The board has been in discussions, where possible, with its investee companies to better understand the impact on their business and actions taken to protect the businesses.

Our investee companies have carried out risk assessments and successfully implemented a number of actions to protect their workers and businesses.

Share issues

During the year Asimilar Group Plc issued new shares as a result of the exercise of various warrants as follows:

   -       2,760,000 5p warrants were exercised raising funds of GBP138,000. 
   -       11,562,500  30p warrants were exercised raising funds of GBP3,468,750. 

The following warrants were issued during the year (in addition to the 3,150,000 warrants issued to Mark Horrocks referred to above):

   -       1,000,000 director warrants to Mark Horrocks with an exercise price of 30p per share. 

- 6,000,000 warrants to Sitius relating to the disposal of the DevClever Option and Warrants with an exercise price of 50p per share.

   -       250,000  director warrants to Michael Preen with an exercise price of 60p per share. 

Post Year End Transactions

On 29 October 2021 All Active Asset Capital Limited ("AAA") completed its acquisition of MESH. Asimilar now holds 24m shares in AAA which represented 1.3% of AAA's issued share capital. AAA currently holds 185,917 shares of AAQUA N.V. which represents 32.5% of the issued share capital of AAQUA NV and 28,000 shares of Sentiance N.V. which represents 25.3% of the current issued share capital of that company.

AAA is a technology investing company, previously listed on AIM. It is pursuing a strategy of investing in opportunities within the global technology, software and Artificial Intelligence space, seeking to expose investors to a portfolio of potential future market leaders. It has announced its intention to re-list on a recognised international exchange and ahead of that, to enable a 'grey market' trading facility in its shares during 2022.

AAQUA is a new social and community platform, centred around passions, connecting like-minded people, fans, icons, creators and brands through a federated network of passion communities. AAQUA's plan is to reshape the social media experience along more positive and inclusive lines by empowering peer-level communities, celebrating authentic and purposeful connections, and unleashing the power of co-creation.

Sentiance is a Belgian intelligence-driven data science and behaviour change company. Sentiance's technology is designed to turn motion data into contextual insights and uses behavioural change techniques to personalise engagement for safer and sustainable mobility and well-being experiences.

On 24 December 2021, Dev Clever announced that trading in its ordinary shares were to be suspended pending the approval by the FCA of the acquisition of Veative Labs Pte Ltd (Singapore) by Dev Clever.

On 31 December, AIL exercised its SeeQuestor warrants and invested GBP337,840 for a further 33,784 new shares to bring its total holding to 67,568 and total Group holding to 114,586.

On 22 February 2022, the Company issued 240,000 new ordinary shares as a result of a warrant exercise.

Investment Strategy

The shareholders approved amendments to the investing strategy at the Company's latest AGM held in July 2021. As a result the Board broadened its investing policy to encompass the broader technology sector whilst remaining primarily focused on opportunities within Big Data, Machine Learning, Telematics and Internet of Things. It also removed the stated intention of only considering businesses that are generating positive cash flows or are likely to so imminently, so that investments in earlier stage, high growth, disruptive companies can be considered. The full text of the amended investing policy is as follows:

The Company's Investing Policy is to invest in businesses which have some or all of the following characteristics:

   --      strong management with a proven track record; 
   --      ready for investment without the need for material re-structuring by the Company 

-- via an injection of new finances or specialist management, the Company can enhance the prospects and therefore the future value of the investment;

   --      able to benefit from the Directors existing network of contacts; and 
   --      the potential to deliver significant returns for the Company. 

Asimilar Group Plc will invest in the technology and software sectors and aims to focus primarily on opportunities in the Big Data, Machine Learning, Telematics and Internet of Things areas.

Whilst the Directors are principally focused on making investments in private businesses, they do not rule out investments in listed businesses if this presents, in their judgment, the best opportunity for Shareholders.

The Company intends to be an active investor in situations where the Company can make a clear contribution to the progress and development of the investment. In respect of other more substantial investment opportunities, the Directors expect the Company to be more of a passive investor.

The Directors believe that their broad collective experience together with their extensive network of contacts assists them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Directors will also consider appointing additional directors with relevant experience if required.

There exists no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate.

The Company's primary objective is that of securing for the Shareholders the best possible value consistent with achieving, over time, both capital growth and income for Shareholders through developing profitability coupled with dividend payments on a sustainable basis.

Outlook

The Board will continue to pursue and evaluate opportunities that meet the investment criteria. It remains very optimistic on the opportunities our portfolio companies are presented with in the coming months and believe several have the potential to make material advances in 2022. We very much look forward to updating the market with news on a number of fronts.

I would like to thank our shareholders and advisors for sharing our vision and supporting the Board.

John Taylor

Chairman

Date: 18 March 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 30 SEPTEMBER 2021

 
                                                                    2021                2020 
                                               Notes                 GBP                 GBP 
 
 
Revenue                                        5                  14,000              14,000 
Other income                                   5                       -           1,140,000 
Realised gains on investment disposals                         2,202,000                   - 
Administrative expenses                                        (800,536)         (1,043,099) 
Fair value gain on asset acquisition           18                      -           1,694,436 
(Losses) / Gains from remeasurement of 
 derivative financial liabilities              16              (459,900)             436,500 
Sundry income                                                     43,414               5,728 
Remeasurement to fair value of investments 
 in financial assets                           12,13          25,687,510         (1,778,363) 
                                                      ------------------  ------------------ 
OPERATING PROFIT BEFORE FINANCING ACTIVITIES                  26,686,488             469,202 
 
 
Finance income                                 6                  20,377              49,945 
Finance cost                                   6                 (1,229)           (126,818) 
                                                      ------------------  ------------------ 
PROFIT BEFORE TAX                              8              26,705,635             392,329 
 
Tax charge                                     10                      -                   - 
                                                      ------------------  ------------------ 
PROFIT AFTER TAX                                              26,705,635             392,329 
                                                      ------------------  ------------------ 
 
 
 
Earnings per share (pence per share) 
Basic earnings                                 12                 23.29p               0.41p 
                                                               =========           ========= 
Diluted earnings                               12                 19.23p               0.28p 
                                                               =========           ========= 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEARED 30 SEPTEMBER 2021

 
                                                              2021                     2020 
                                   Notes                       GBP                      GBP 
ASSETS 
Non-current assets 
Investments in financial 
 assets held at fair value            13                36,312,423              5,771,908 
                                              --------------------   -------------------- 
                                                        36,312,423              5,771,908 
                                              --------------------   -------------------- 
Current assets 
Investments in financial 
 assets held at fair value            13                 6,727,681              3,022,495 
Financial assets held at 
 amortised cost                       13                         -              2,771,426 
Trade and other receivables           14                    95,481                182,242 
Cash and cash equivalents                                  600,090                709,819 
                                              --------------------   -------------------- 
                                                         7,423,252              6,685,982 
                                              --------------------   -------------------- 
 
TOTAL ASSETS                                            43,735,675             12,457,890 
                                                        ==========             ========== 
EQUITY AND LIABILITIES 
Current liabilities 
Trade and other payables              15                   131,635                197,135 
 
Derivative financial liabilities 
 held at fair value                   16                 2,129,400              1,669,500 
                                              --------------------   -------------------- 
Total liabilities                                        2,261,035              1,866,635 
                                              --------------------   -------------------- 
Equity 
Share capital                         17                 5,214,709              5,213,277 
Share premium account                 17                17,932,954             14,327,636 
Merger relief reserve                 17                   279,900                279,900 
Warrant reserve                       17                   157,813                157,813 
Retained earnings                     17                17,889,264            (9,387,371) 
                                             ---------------------  --------------------- 
 
Total equity                                            41,474,640             10,591,255 
                                             ---------------------  --------------------- 
TOTAL EQUITY AND LIABILITIES                            43,735,675             12,457,890 
                                                        ==========             ========== 
 
 
 

The financial statements were approved and authorised for issue by the board of directors on 18 March 2022 and were signed below on its behalf by

John Taylor

Chairman

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 30 SEPTEMBER 2021

 
                                                   Share                Merger 
                              Share              Premium                Relief               Retained                Warrant 
                            Capital              Account               Reserve               Earnings                Reserve                Total 
                                GBP                  GBP                                          GBP                                         GBP 
 
 At 1 October 
  2019                    5,207,754            7,864,973                     -           (10,104,200)                      -            2,968,527 
 
 Total 
  comprehensive 
  income for 
  the 
  year                            -                    -                     -                392,329                      -              392,329 
 Share based 
  payments                        -                    -                     -                324,500                      -              324,500 
 Issue of 
  warrants                        -                    -                     -                      -                157,813              157,813 
 
 Transactions 
 with 
 owners 
 Shares issued                5,523            6,580,097               279,900                      -                      -            6,865,520 
 Cost of new 
  issue                           -            (117,434)                     -                      -                      -            (117,434) 
                  -----------------   ------------------    ------------------   --------------------   --------------------   ------------------ 
 At 1 October 
  2020                    5,213,277           14,327,636               279,900            (9,387,371)                157,813           10,591,255 
 
 Total 
  comprehensive 
  income for 
  the 
  year                            -                    -                     -             26,705,635                      -           26,705,635 
 Share based 
  payments                        -                    -                     -                571,000                      -              571,000 
 
 
 Transactions 
 with 
 owners 
 Shares issued                1,432            3,605,318                     -                      -                      -            3,606,750 
 
 
                  -----------------   ------------------   -------------------   --------------------   --------------------   ------------------ 
 At 30 
  September 
  2021                    5,214,709           17,932,954               279,900              17,889264                157,813           41,474,640 
                          =========           ==========            ==========            ===========            ===========            ========= 
 
 

Share capital

Represents the par value of shares in issue.

Share premium

Represents amounts subscribed for share capital in excess of its nominal value, net of directly attributable issue costs.

Merger relief reserve

Represents premium on shares issued in connection with the acquisition of Intrinsic Capital Jersey Limited, recognised in accordance with S162 of the Companies Act 2006.

Retained earnings

Represents accumulated losses to date.

Warrant reserve

Represents the fair value of placing warrants issued.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARED 30 SEPTEMBER 2021

 
                                                          2021                   2020 
                                                           GBP                    GBP 
Operating activities 
Profit for the year                                 26,705,636                392,329 
Adjustments for: 
(Increase) / decrease in trade 
 and other receivables                                  86,761              (112,776) 
Decrease in trade and other 
 payables                                             (65,500)               (80,310) 
Net finance cost                                      (19,148)               (42,655) 
Unrealised losses / (gain) on 
 remeasurement to fair value                      (25,687,510)              1,364,364 
Gain on sale of investments                        (2,202,000)                      - 
Fair value gain on asset acquisition                         -            (1,694,436) 
Share based payments                                   571,000                324,500 
Other income (non-cash transaction)                          -            (1,140,000) 
                                           -------------------    ------------------- 
Net cash generated / (used) 
 in activities                                       (610,761)              (988,984) 
                                           -------------------    ------------------- 
Investing activities 
Payments to acquire investments                    (9,570,755)            (2,453,901) 
Proceeds from sale of investments                    3,674,463                      - 
Loans repaid / (advanced)                            2,771,426            (2,722,422) 
Finance income received                                 19,148                    941 
                                           -------------------    ------------------- 
Net cash used in investing activities              (3,105,718)            (5,175,382) 
                                           -------------------    ------------------- 
Financing activities 
Net proceeds from issue of shares                    3,606,750              6,625,899 
Cash arising on acquisition 
 of ICJL                                                     -                  5,871 
                                            ------------------     ------------------ 
Net cash generated from financing 
 activities                                          3,606,750              6,631,770 
                                           -------------------    ------------------- 
 
 
Net increase / (decrease) in 
 cash and cash equivalents                           (109,729)              467,404 
 
Cash and cash equivalents at 
 the start of the year                                 709,819              242,415 
                                            ------------------     ------------------ 
Cash and cash equivalents at 
 the end of the year                                   600,090                709,819 
                                            ------------------     ------------------ 
Cash and cash equivalents consist 
 of: 
Cash and cash equivalents                              600,090                709,819 
                                                     =========              ========= 
 
 

The Group had no debt in either period, therefore no net debt reconciliation has been presented.

NOTES TO THECONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARED 30 SEPTEMBER 2021

   1.            GENERAL INFORMATION 

Asimilar Group Plc is a public limited company which is listed on the Alternative Investment Market (AIM) and incorporated and domiciled in the UK. The address of its registered office is 4 More London Riverside, London, SE1 2AU.

   2.            ACCOUNTING POLICIES 
   2.1          Basis of preparation 

The consolidated financial statements have been prepared in accordance with EU endorsed International Accounting Standards and International Financial Reporting Standards (collectively "IFRS") and the requirements of the Companies Act 2006 applicable to companies reporting under IFRS.

The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 3.

   2.2          Changes in accounting policies and disclosures 

(a) New standards, amendments and interpretations adopted by the Group

During the year ended 30 September 2021, the group has not adopted any new IFRS, IAS or amendments issued by the IASB and interpretations by the IFRS Interpretations Committee which have had a material impact on the group's financial statements.

(b) New standards, amendments and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2021 and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group. There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the group.

   2.3          Going Concern 

The Group had net assets of GBP41,474,640 as at 30 September 2021 (2020: net assets GBP10,591,255) and generated income after tax of GBP26,705,635 (2020: GBP392,329) in the reporting period.

After taking into account anticipated operational costs, expected cash outflows and funds arising from the disposal of listed investments as part of a cash flow forecast prepared to April 2023, the directors are confident that the Group will remain in operational existence for the foreseeable future and that the going concern basis of preparation is appropriate to the Group's financial statements.

   2.4          Consolidation 

(a) Subsidiaries

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group considers whether acquisitions meet the criteria of a business combination in determining whether to apply the criteria of IFRS 3: Business Combinations. Where such criteria are not met (as in the case of the acquisition of Intrinsic Capital (Jersey) Limited during the prior year), the consideration payable and assets and liabilities are ascribed a fair value in accordance with IFRS 9: Financial Instruments and IFRS 13: Fair Value Measurement. The reasons and difference arising on such a transaction are considered and recognised in accordance with the relevant standard. Differences in fair value arising from an exchange of financial instruments conducted on an arm's length basis are recognised as 'Day One gains or losses' in the income statement.

Acquisition-related costs are recognised as part of the carrying value of the relevant asset's initially recognised cost.

Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group's accounting policies.

   2.5          Foreign Currency Translation 

(a) Functional and Presentation Currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("functional currency").

The consolidated financial statements are presented in Pounds Sterling (GBP), which is the Company's functional and the Group's presentation currency.

(b) Transactions and Balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the income statement within 'Finance costs'.

Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss.

   2.6          Revenue 

Revenue is recognised when revenue and associated costs can be measured reliably and future economic benefits are probable. Revenue is measured at fair value of consideration received or receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

The company only has one class of business, investment holdings and management, and therefore no segmental information has been presented.

   2.7          Interest income 

Interest income is accrued on a time apportioned basis, by reference to the principal outstanding and at the effective interest rate applicable.

   2.8          Taxation 

The tax expense represents the sum of the current tax expense and deferred tax expense.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from accounting profit as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and further excludes items that are never taxable or deductible. The Group's liability to current tax is measured using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which deductible temporary differences can be utilised.

Such assets and liabilities are not recognised if the temporary difference arises from goodwill or if the initial liabilities in a transaction that affect either the taxable profit or the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

2.9 Financial assets

Classification

The Group classifies its financial assets in the following categories: at amortised cost including trade receivables and other financial assets, at amortised cost and at fair value through profit or loss. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. No financial assets are held at fair value through Other Comprehensive Income (OCI).

Trade receivables and other non interest bearing receivables

Trade and other non interest bearing receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at fair value. The group holds the trade receivables with the objective of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.

The Group's accounting policy is to recognise trade receivables within current assets.

(i) Fair values of trade receivables

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

(ii) Impairment and risk exposure

Information about the impairment of trade receivables and the group's exposure to credit risk, foreign currency risk and interest rate risk can be found in note 4.

Other financial assets at amortised cost

(i) Classification of financial assets at amortised cost

The group classifies its financial assets at amortised cost only if both of the following criteria are met:

-- the asset is held within a business model whose objective is to collect the contractual cash flows; and

-- the contractual terms give rise to cash flows that are solely payments of principle and interest.

(ii) Other receivables

-- These amounts generally arise from transactions outside the usual operating activities of the group. Interest could be charged at commercial rates where the terms of repayment exceed six months. Collateral is not normally obtained. The non-current other receivables are due and repayable within three years from the end of the reporting period.

-- Due to the short-term nature of the other current receivables, their carrying amount is considered to be the same as their fair value. For the majority of the non-current receivables, the fair values are also not significantly different from their carrying amounts.

Financial Assets at Fair Value Through Profit or Loss

(i) Classification of financial assets at fair value through profit or loss

The group classifies the following financial assets at fair value through profit or loss (FVTPL):

-- Equity investments for which the entity has not elected to recognise fair value gains and losses through OCI.

-- Derivative financial assets such as options over counterparty equity instruments.

(ii)Fair value, impairment and risk exposure

Information about the methods and assumptions used in determining fair value is provided in note 3.

Offsetting Financial Instruments

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

Derivative Financial Instruments that do not qualify for hedge accounting

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value.

The Group's derivatives do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included in other gains/(losses).

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term deposits with maturities of three months or less.

Derivative financial liabilities

Derivative financial liabilities constitute warrants over the parent company's own equity, they are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value.

Information about the methods and assumptions used in determining fair value is provided in note 3.

Trade and other receivables

Trade and other non-interest bearing receivables are initially recognised at cost and are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective and probable evidence that it is uncertain if the amount due can be collected. Movement in the provision charged or credited in the period is recognised in the income statement.

The Group discounts some of its trade receivables. The accounting policy is to continue to recognise the trade receivables within current assets and to record cash advances as borrowings within current liabilities.

Trade and other payables

Trade and other payables are not interest bearing and are initially recognised at cost and are subsequently measured at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

    2.10   Share based payments 

The Company issues equity-settled options and warrants to certain employees, directors and financing parties and these are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting period (or immediately if there is no such period), based on the Company's estimate of the number of instruments that will eventually vest with a corresponding adjustment to equity. Fair value is measured by use of an appropriate option pricing model. The expected life use in the model has been adjusted based on management's best estimates, for the effect of non-transferability, exercise restrictions, and behavioral considerations.

Non-vesting and market vesting conditions are taken into account when estimating the fair value of the option at grant date. Service and non-market vesting conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

2.11 Earnings per share

Basic earnings per share is calculated by dividing:

-- the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares;

-- by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares (note 11).

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

-- the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and

-- the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares

3. Critical accounting judgements and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience, internal controls, advice from external experts and other factors, including expectations of future events that are believed to be reasonable under circumstances. The following estimates are considered integral to the Group's reported financial information:

Investment valuation

The Group has a number of level 3 investments whereby their valuation is determined in whole or in part using valuation techniques based on assumptions that are not supported by prices from observable market transactions in the same instrument and not based on available observable data.

Valuation of Unlisted equity investments

Management determines the fair value of unlisted equity investments primarily by reference to the prevailing price of further investment when conducted by the relevant entity on an arm's length basis. This is determined by reference to relevant historical fund raising prices and relevant post balance sheet events where it can be explicitly demonstrated that the conditions existed at the Group's balance sheet date. Management also exercises its own professional judgement in conducting these desktop valuations. At the balance sheet date the aggregate fair value of investments valued in this manner was GBP13,384,222 (2020: GBP7,098,593) (see note 13 for further analysis).

Where recent share placings have not been undertaken by the relevant investee entity, or are not considered to be a reliable indicator of fair value, management utilises alternative techniques to assess equity valuations. Such techniques include reference to comparable market transactions for similar business, enterprise valuations based on revenue and EBITDA multiples and equity valuation adjustments to take into account factors such as working capital, cash and debt positions in the investee entity. Such investment valuation methodologies rely on unobservable inputs and will often present a range of potential valuations. The Directors will adopt what they consider to be the most appropriate valuation within such ranges but acknowledge that there remains significant estimation uncertainty associated with this approach

Mesh Holdings Plc ("MESH") equity investment

On 3 August 2020 the Company acquired 24 million shares in MESH (8.9% of its share capital, since diluted to 8.2%). The fair value of the shareholding at the balance sheet date of GBP984,000 (2020: GBP1,130,000) was determined with reference to an external valuation conducted by an independent third party. The valuation was derived by using a net asset valuation basis using publicly available data and the Directors' assessment of key asset and liability valuations associated with MESH. This included an assessment of the fair value of Sentiance N.V., subscription rights over which were transferred to MESH in exchange for the shares acquired by the Group.

Derivative assets - Dev Clever Holdings Plc ("Dev Clever")

The fair value of derivative financial assets at the balance sheet date of GBP5,670,000 (2020: GBP2,920,000) has been determined with reference to third party actuarial valuation based on an adjusted binomial model based on the "binomial" or "lattice" option pricing method. The significant inputs into the model were a weighted average share price of GBP0.385 at year end date, volatility of 61% , dividend yield of 0%, the assumption that warrants are subscribed for when 100% in the money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of Dev Clever's daily share prices over the last year.

Derivative liabilities - AIL consideration warrants

The fair value of derivative liabilities at the balance sheet date of GBP2,129,400 (2020: GBP1,669,500) has been determined through a third party actuarial valuation using a Monte Carlo model that is consistent with the mathematics underlying the Black-Scholes methodology. The significant inputs into the model were a weighted average Dev Clever share price of GBP0.38 at year end date, volatility of 73%, dividend yield of 0%, the assumption that warrants are subscribed for when in the money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of daily share prices over the last year relevant to the instrument (namely that of the Group and reference holding, Dev Clever Holdings Plc).

Valuation of Share based payments

The fair value of share based payments at the grant date of GBP571,000 (2020: GBP324,500) has been determined through an actuarial valuation using an adjusted binomial model. The significant inputs into the model were a weighted average share price of GBP0.38 at the grant date, the exercise price shown above, average volatility of 73%, dividend yield of 0%, the assumption that warrants are subscribed for when 100% in the money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of daily share prices over the twelve months prior to grant.

   4.    Financial Risk Management 

Financial Risk Factors

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance.

Risk management is carried out under policies approved by the Board of Directors. The Board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

   (i)         Derivatives 

Derivatives held by the company are for speculative investment and not for economic hedging purposes. They are classified as 'held for trading' for accounting purposes and are accounted for at fair value through profit or loss.

They are presented as current assets or liabilities to the extent that they are expected to be settled within 12 months after the end of the reporting period.

Information about the derivatives used by the group is provided in notes 12 and 16.

(ii) Fair value measurement

For information about the methods and assumptions used in determining the fair value of derivatives, refer to note 3.

           (a)    Market Risk 
        (i)     Foreign Exchange Risk 

The directors do not consider the Group to be exposed to a significant currency risk in the current year.

(ii) Price Risk

The Group is exposed to equity securities price risk because of investments held by the Group, classified on the consolidated Statement of Financial Position at fair value through profit or loss. The Group is not exposed to commodity price risk.

Sensitivity analysis

The table below summarises the impact of increases/decreases in the equity investment portfolio on the Group's post-tax profit for the year and on total equity. The analysis is based on the assumption that the equity investments had increased/decreased by 5%, with all other variables held constant. Where option pricing models with unobservable inputs have been used to derive fair values, the impact of changes in the most significant input assumption has been demonstrated.

Level 3 Investments in equity instruments

 
                             Impact on post-tax               Impact on total 
                              profit                           equity 
                                           2021        2020        2021        2020 
                                        GBP'000     GBP'000     GBP'000     GBP'000 
 
 Financial assets at fair 
  value through profit or 
  loss - increase 5%         332,8271             205,930     332,827     205,930 
 Financial assets at fair 
  value through profit or 
  loss - decrease 5%         (332,827)            (205,930)   (332,827)   (205,930) 
 
 
 
                                          Impact on post-tax      Impact on total 
                                           profit                  equity 
 Derivative assets - Dev Clever                2021        2020        2021        2020 
  options 
                                            GBP'000     GBP'000     GBP'000     GBP'000 
 
 Derivative assets at fair value 
  through profit or loss - increase 
  10%                                     -           180,000     -           180,000 
 Derivative assets at fair value 
  through profit or loss - decrease 
  10%                                     (-)         (140,000)   (-)         (140,000) 
 
 Dev Clever warrants change in 
  subscription behaviour (default 
  is to subscribe at 100% in the 
  money) 
 
 Subscribe at 20% in the money            (945,000)   (850,000)   (945,000)   (850,000) 
 Returns maximisation*                    280,000     550,000     280,000     550,000 
 
 Financial liabilities - consideration 
  warrants 
 
 Financial liabilities at fair 
  value through profit or loss 
  - increase volatilities of reference 
  companies by 10%                        (3,150)     225,000     (3,150)     225,000 
 Financial liabilities at fair 
  value through profit or loss 
  - decrease volatilities of reference 
  companies by 10%                        (12,600)    (198,000)   (12,600)    (198,000) 
 
 

*Assumes the warrant holder tries to maximise returns in a financially optimal way, which generally means they will not exercise until almost the subscription deadline.

Post-tax profit for the year would increase/decrease as a result of gains/losses on equity securities and derivative financial instruments classified as at fair value through profit or loss.

           (iii)    Interest Rate Risk 

The Group currently funds its operations through the use of equity. Cash at bank which is denominated in sterling, is held at variable rates. At the year end, the Group's financial liabilities did not suffer interest and thus were not subject to interest rate risk. It is unlikely that interest rates would decrease by as much as 1% as they are currently less than 1%. Any decrease in interest rate to a minimum of 0% would have an insignificant impact on the interest income received by the Group.

           (b)   Credit Risk 
   (i)      Risk Management 

Credit risk is mitigated by the Group via managing and analysing the credit risk for each new debtor before terms and conditions are offered. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to outstanding receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of "A" are accepted.

While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

           (c)     Liquidity Risk 

The principal risk to which the Group is exposed is liquidity risk. The nature of the Group's activities means it finances its operations through retained earnings and the issue of new shares to investors. The principal cash requirements are in relation to the Group's investing policy and meeting working capital requirements. The Group seeks to manage liquidity through planning, forecasting, and careful cash management.

Capital Risk Management

The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to invest and trade profitably in the foreseeable future. The Group also aims to maximise its capital structure of equity so as to minimise its cost of capital. The Group expects its current and projected capital resources to be sufficient to cover its existing liabilities.

The Group's capital structure is derived solely from the issue of Ordinary and Deferred Shares.

The Group has not made any changes to its capital management during the year.

 
 
 5.    REVENUE AND OTHER INCOME         2021        2020 
                                         GBP         GBP 
 
  Revenue: Management fees            14,000      14,000 
  Other income                             -   1,140,000 
                                   =========   ========= 
 
 
 

The Company only has one class of business, investment holdings and management, and therefore no segmental information has been presented.

Other income in prior year related to the exchange of subscription rights over shares in Sentiance NV for 8.9% of the share capital of Mesh Holdings Plc. A fair value of GBP1,140,000 was ascribed to the exchange at the date of the transaction. No cash or other services were exchanged as part of the transaction.

 
 6.   FINANCE INCOME AND COSTS           2021                 2020 
                                         GBP                  GBP 
 
      Bank and other interest received   20,377               49,945 
                                         ------------------   ------------------ 
                                         20,377               49,945 
                                         =========            ========= 
 
      Other interest payable             1,229                7,318 
      Share based payment (note 18)      -                    119,500 
                                         -----------------    ----------------- 
                                         1,2299               126,818 
                                         ========             ======== 
 
 
 
 
 7.      PROFIT FOR THE YEAR BEFORE TAX                              2021                 2020 
                                                                      GBP                  GBP 
        Profit for the year is stated after 
         charging: 
        Auditors' remuneration 
        - audit of the Group and Parent Company's 
         financial statements                                      36,000               22,200 
        - interim financial statement review 
         services                                                   2,000                1,950 
        -reporting accountant services                                  -               28,500 
         Foreign exchange losses                                   40,450              330,819 
                                                                =========           ========== 
 
 8.    DIRECTORS' EMOLUMENTS                                         2021                 2020 
                                                                      GBP                  GBP 
       Aggregate emoluments including benefits in kind and 
        valuation ascribed to share based payments, by director, 
        are as follows:- 
 
  Simon Robinson (resigned 3/12/2019)                                   -               35,577 
  Sean Nicolson (resigned 3/12/2019)                                    -               28,461 
 
  Sohail Bhatti                                                    50,000              111,000 
  John Taylor                                                      36,000              132,000 
  Donald Stewart (resigned 26/10/2020)                             21,000              112,000 
       Mark Horrocks                                              108,000                    - 
       Michael Preen                                               71,200                    - 
                                                       ------------------   ------------------ 
  Aggregate emoluments                                            286,200              419,038 
                                                                =========            ========= 
 
 

Warrants granted to directors during the year are disclosed in the Remuneration Report. These have been accounted for in accordance with IFRS2 Share based payments. See note 18 for details of expenditure relating to share based payment transactions recognised during the year.

 
 Director         Grant date    Number      Exercise   Vesting      Expiry 
                                             price      date         date 
                                             (p) 
 Mark Horrocks    22/10/2020    1,000,000   30p        22/10/2020   22/10/2023 
 Michael Preen    18/06/2021    250,000     60p        18/12/2021   17/06/2024 
 
 
 

The number of directors for whom retirement benefits are accruing under defined contribution schemes was nil (2020: Nil). The total contributions payable during the year amounted to GBPNil (2020: GBP Nil).

Exercisable warrants held by directors who held office at the relevant balance sheet date are detailed below:

 
                                                                2021                      2020 
                                                              Number                    Number 
 
   Directors who resigned during the 
    year 
 
  Donald Stewart                                                   -                   2,000,000 
                                             -----------------------     ----------------------- 
                                                                   -                   2,000,000 
   Current directors 
   Sohail Bhatti - exercise price 5p, 
    expires 31 May 2022                                    2,000,000                   2,000,000 
  Sohail Bhatti - exercise price 10p, 
   expires 3 December 2022                                 1,000,000                   1,000,000 
  John Taylor - exercise price 10p, 
   expires 3 December 2022                                 2,000,000                   2,000,000 
  Mark Horrocks - exercise price 0.01p, 
   expires 29 March 2023                                   3,150,000                   4,500,000 
  Mark Horrocks - exercise price 0.01p, 
   expires 31 December 2025                                3,150,000                   4,500,000 
  Mark Horrocks - exercise price 30p,                      1,000,000                           - 
   expires 22 October 2023 
  Michael Preen - exercise price 60p,                        250,000                           - 
   expires 17 June 2024 
                                             -----------------------     ----------------------- 
                                                          12,550,000                  16,000,000 
                                                         ===========                 =========== 
 
 
 
 9.    STAFF COSTS                                        2021                 2020 
                                                        Number               Number 
       The average monthly number of employees (including 
        directors) during the year was 
 
  Administration                                             4                    3 
                                                      ========             ======== 
 
                                                           GBP                  GBP 
       Employment costs 
  Wages and salaries                                   117,200              214,038 
  Social security costs                                  8,748               20,872 
  Warrants granted (note 18)                           169,000              205,000 
                                            ------------------   ------------------ 
                                                       294,948              439,910 
                                                     =========            ========= 
 
 
 
  10.           TAXATION                                                         2021                 2020 
                                                                                  GBP                  GBP 
  10(a)         Current year tax 
                UK corporation tax (note 11(b))                                     -                    - 
                                                                              =======              ======= 
  10(b)         Factors affecting the tax charge for the 
                 year 
                Profit on ordinary activities before taxation              26,705,635              392,329 
                                                                    -----------------    ----------------- 
                Profit on ordinary activities before taxation 
                multiplied by the main 
                rate of UK corporation tax 19% (2020: 19%)                  5,074,071               74,542 
                                                                    -----------------    ----------------- 
                Effects of: 
                Non deductible expenses in subsidiary                     (4,236,894)               86,623 
                Gain on acquisition of assets and liabilities 
                of ICJL                                                             -            (321,942) 
                Fair value uplift adjustment in subsidiary                  (688,940)              238,925 
                Capital gains difference at 19%                               228,890              201,368 
                Net tax adjustments and transfer                             (25,188)             (35,001) 
                Non deductible expenses                                     (243,463)            (160,428) 
                Deferred tax not recognized                                 (108,476)             (84,087) 
                                                                   ------------------   ------------------ 
                Current tax charge                                                  -                    - 
                                                                            =========            ========= 
 
 

The Company has unutilised losses carried forward of GBP1,590,705 (2020: GBP1,123,285). As at 30 September 2021 the Group and Company had unrealised taxable gains of GBP1,170,913 (2020: GBPnil) which give rise to a deferred tax liability of GBP292,728 (2020: GBPnil). No deferred tax liability has been recognised in respect of these gains, as tax losses of an equal and opposite amount can be offset set such that the Group and Company's deferred tax balance and charge for the year were GBPnil (2020: GBPnil).

Asimilar Investments Limited has no tax charge for the current year and is considered outside the scope of UK corporation tax.

   11.        EARNINGS PER SHARE 

The calculations of earnings per share are based on the following profits and number of shares.

 
                                                                          2021                                                   2020 
                                              Basic                    Diluted                        Basic                   Diluted 
 
        Profit for the 
         financial 
         year                            26,705,636                 26,705,636                      392,329                   392,329 
                         --------------------------   ------------------------   --------------------------   ----------------------- 
        Weighted 
        average number 
        of 
        shares for 
        basic and 
         diluted 
         profit per 
         share                          114,661,685                138,871,831                   95,478,966               139,211,257 
                                      =============              =============                 ============               =========== 
 
           Profit per 
            share 
            (pence per 
            share)                           23.29p                     19.23p                        0.41p                     0.28p 
                                      =============              =============                 ============               =========== 
 

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share, or increase the loss per share.

 
 12         FINANCIAL ASSETS 
             (a) Summary of financial assets 
                                                                    2021                     2020 
                                                                     GBP                      GBP 
       Non-Current 
  Investments in financial assets 
   designated at fair value through 
   profit or loss (see (b))                                   36,312,423                5,771,908 
                                                  ----------------------   ---------------------- 
                                                              36,312,423                5,771,908 
       Current 
  Investments in financial assets 
   designated at fair value through 
   profit or loss (see movement 
   analysis in (c))                                            6,727,681                3,022,495 
  Financial assets (loans) (see 
   (c)) carried at amortised 
   cost                                                                -                2,771,425 
  Trade receivables carried 
   at amotised cost (Note 14)                                     66,790                  152,750 
                                                  ----------------------   ---------------------- 
                                                               6,794,471                5,946,670 
                                                             ===========              =========== 
                                                              43,106,895               11,718,578 
                                                             ===========              =========== 
            (b) Analysis of movement of 
             non-current investments 
                                                                    2021                     2020 
       Financial assets designated                                   GBP                      GBP 
        at fair value through profit 
        or loss 
       Non - Current 
  Fair value of investments 
   brought forward                                             5,771,908                2,684,091 
  Purchases during the year                                    8,594,573                3,381,180 
       Disposals during the year                                (88,652)                        - 
  Net unrealised gain/ (loss) 
   in fair value                                              22,034,594                (520,863) 
       Arising through acquisition 
        of AIL: 
  - Equity investments                                                 -                  227,500 
                                                  ----------------------   ---------------------- 
  Fair value of investments 
   carried forward                                            36,312,423                5,771,908 
                                                             ===========              =========== 
 
 
       (c) Analysis of movement of                        2021                     2020 
        current financial assets 
                                                           GBP                      GBP 
 
  Financial assets designated 
   as held at fair value through 
   profit or loss 
  Current 
  Fair value of investments                          3,022,495                        - 
   brought forward 
  Purchases during the year                            976,182                  102,495 
  Disposals during the year                          (923,912)                        - 
  Arising through acquisition 
   of ICJL: 
  - Equity investments (Dev 
   Clever options - Note 3)                                  -                2,000,000 
  - Warrants (Dev Clever warrants 
   - Note 3)                                                 -                2,177,500 
  Net unrealised gain/(loss) 
   in fair value                                     3,652,916              (1,257,500) 
                                        ----------------------   ---------------------- 
  Fair value of investments 
   carried forward                                   6,727,681                3,022,495 
                                                   ===========              =========== 
 
 
 
 

As at 30 September 2021 the fair value of options and warrants over shares in Dev Clever Holdings Plc was GBP5,670,000 (2020: GBP2,920,000). See note 3 for valuation details.

Financial assets held at amortised cost

The investment held at amortised cost constitute an arm's length interest bearing short term loan of GBPnil (2020: GBP2,771,426) at an annual interest rate of 3% that was repaid in full on 30 November 2020.

Details of the investments held are given in the Chairman's statement.

   13.          FAIR VALUE OF FINANCIAL INSTRUMENTS 

IFRS 9 requires the Group to classify financial instruments at fair value using a fair value hierarchy that reflects

the significance of the inputs used in making the measurement. The fair value hierarchy has the following levels:

   --      quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); 

-- inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2);

-- inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

   (a)   Financial instruments classified as level 1 

The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise equity investments classified as trading securities or available-for-sale.

   (b)   Financial instruments classified as level 2 

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Specific valuation techniques used to value financial instruments include:

   --      quoted market prices or dealer quotes for similar instruments; 

-- the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;

-- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the end of the reporting period, with the resulting value discounted back to present value;

-- other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

The group holds no financial instruments classified as level 2.

   (c)    Financial instruments classified as level 3 

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) and determined by using valuation techniques. which require significant adjustment based on unobservable inputs are included in level 3.

The determination of what constitutes observable requires judgement by the Group. The Group considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

For financial instruments classified as level 3 the Group uses a combination of internal and external valuations. Where management determines an external valuation is appropriate the group engages with professional service providers. Specific valuation techniques include:

-- Market approach (utilising EBITDA or Revenue multiples, industry value benchmarks and available market prices approaches);

   --      Net asset approach; 

-- Income approach (utilising Discounted Cash Flow, Replacement Cost and Net Asset approaches);

-- Desktop valuations based on price of a recent transaction when transaction price/cost is considered indicative of fair value; and

   --      Actuarial valuations using Monte Carlo, Black Scholes and adjusted binomial models. 

The following table presents the Group's assets that are measured at fair value at 30 September 2021:

 
                                                  Level 1                  Level 3                      Total 
                                                      GBP                      GBP                        GBP 
  Held at fair value 
 
  At 1 October 2019                               107,115                2,576,976                  2,684,091 
                                   ----------------------   ----------------------     ---------------------- 
  Additions during the year                     1,792,495                1,691,180                  3,483,675 
  Arising through acquisition 
   of ICJL: 
  -equity investments                             227,500                        -                    227,500 
  -Warrants                                             -                2,000,000                  2,000,000 
  -options                                              -                2,177,500                  2,177,500 
  Revaluation recognised in 
   statement of comprehensive 
   income                                       (431,300)              (1,347,063)                (1,778,363) 
                                   ----------------------   ----------------------     ---------------------- 
  At 1 October 2020                             1,695,810                7,098,593                  8,794,403 
                                   ----------------------   ----------------------     ---------------------- 
  Additions during the year                     6,802,757                2,767,997                  9,570,754 
  Disposals during the year                     (136,564)                (876,000)                (1,012,564) 
  Revaluation recognised in 
   statement of comprehensive 
   income                                      21,293,879                4,393,631                 25,687,510 
                                   ----------------------   ----------------------   ------------------------ 
  At 30 September 2021                         29,655,882               13,384,221                 43,040,103 
                                   ----------------------   ----------------------    ----------------------- 
  Net book value 
  At 30 September 2021                         29,655,882               13,384,221                 43,040,103 
                                              ===========              ===========                =========== 
  At 30 September 2020                          1,695,810                7,098,593                  8,794,403 
                                              ===========              ===========                =========== 
 

The following table presents the Group's financial liabilities that are measured at fair value at 30 September 2021:

 
 
                                                  Level 1                  Level 3                    Total 
  Held at fair value 
  At 1 October 2020                -                        1,669,500                1,669,500 
  Derivatives over own equity     -                         -                        - 
   issued in the year 
  Fair value adjustment            -                        459,900                  459,900 
                                  ----------------------    ----------------------   ---------------------- 
  At 30 September 2021             -                        2,129,400                2,129,400 
    ----------------------                                  ----------------------   ---------------------- 
 

There were no transfers between levels during the year.

Refer to note 3 for further details of specific level 3 valuations performed during the year.

Refer to note 4 for sensitivity analysis on changes to financial instruments carried at fair value.

 
 14.    TRADE AND OTHER RECEIVABLES                   2021                2020 
                                                       GBP                 GBP 
 
  Trade receivables                                 23,400              15,000 
  Prepayments and accrued 
   income                                           28,691              29,493 
  Other receivables                                 43,390             137,750 
                                         -----------------   ----------------- 
                                                    95,481             182,243 
                                                  ========            ======== 
 
 

The directors consider the carrying value of trade and other receivables to equal their fair value. No interest is charged on receivables.

The directors consider trade receivables held at amortised cost to have no significant financing element, and the effect of discounting to be immaterial.

 
 15.    TRADE AND OTHER PAYABLES                     2021              2020 
                                                      GBP               GBP 
 
  Trade payables                                   40,980            57,917 
  Accruals and deferred income                     83,635           135,046 
  Other taxes and social 
   security                                         7,020             4,173 
                                          ---------------   --------------- 
                                                  131,635           197,136 
                                                 ========          ======== 
 

The directors consider the carrying value of trade and other payables to equal their fair value.

 
 16.    DERIVATIVE FINANCIAL LIABILITIES           2021        2020 
                                                    GBP         GBP 
 
  Derivative liabilities                      2,129,400   1,669,500 
                                               ========    ======== 
 
 

On 30 August 2020 as part of the consideration advanced for the acquisition of AIL, Asimilar Group Plc granted warrants to subscribe for up to 9,000,000 Asimilar Group Plc ordinary shares in two tranches of up to 4,500,000 warrants per tranche. The warrants represent derivatives over own equity and have been recognised as derivative financial liabilities.

Refer to note 3 for further details regarding the valuation of derivative financial liabilities.

Refer to note 4 for sensitivity analysis on changes to financial liabilities carried at fair value.

The change in the fair value of the warrants from GBP1,669,500 to GBP2,129,400 as at 30 September 2021 represents a fair value loss to the Group of GBP459,900 which has been recognised in the income statement.

The change in fair value primarily arose as a result of fluctuations in the share prices of referenced equity instruments within the consideration warrants between the reporting dates of 30 September 2020 and 30 September 2021.

 
 17.    SHARE CAPITAL                                                          2021                      2020 
                                                                                GBP                       GBP 
        Issued and fully paid 
  As at 1 October 2020                                                    5,213,277                 5,207,754 
  Issue of 14,322,500 (2020: 55,229,167) 
   Ordinary shares of 0.01p each                                              1,432                     5,523 
                                                            -----------------------   ----------------------- 
  At 30 September 2021                                                    5,214,709                   5,213,277 
                                                                        ===========               =========== 
        The Company has the following classes 
         of share capital 
  Ordinary shares 121,683,943 (2020: 107,361,443 
   of 0.01p) shares of 0.01p each                                            12,168                    10,736 
  A deferred shares (44,132,276 shares 
   of 9.99p each)                                                         4,408,815                 4,408,815 
  Deferred shares (8,819,181 shares of 
   9p each)                                                                 793,726                   793,726 
                                                             ----------------------    ---------------------- 
                                                                          5,214,709                 5,213,277 
                                                                        ===========               =========== 
 
        Share Premium                                                          2021                      2020 
                                                                                GBP                       GBP 
  As at 1 October 2020                                                   14,327,636                 7,864,973 
  Shares issued during the year (net of 
   costs)                                                                 3,605,318                 6,462,663 
                                                            -----------------------   ----------------------- 
  At 30 September 2021                                                   17,932,954                14,327,636 
                                                                        ===========               =========== 
 

Share transaction history

During the year ended 30 September 2021 the following share transactions took place.

Asimilar Group Plc issued new shares as a result of exercise of various warrants as follows:

   -       2,760,000 warrants were exercised at 5p raising funds of GBP138,000. 
   -       11,562,500 warrants were exercised at 30p raising funds of GBP3,468,750. 

The following warrants were issued during the year:

   -       1,000,000 director warrants to Mark Horrocks with an exercise price of 30p per share. 

- 6,000,000 warrants to Sitius Limited relating to the disposal of Dev Clever option and warrants with an exercise price of 50p per share.

   -       250,000 director warrants to Michael Preen with an exercise price of 60p per share. 

The ordinary shares have full voting rights, priority dividend rights and priority in the case of winding up.

The deferred shares of 9.99p each have no voting rights and shareholders are not entitled to any dividend, and only receive the nominal amount paid up on their share after there has been distributed GBP1,000,000 to each of the holders of the ordinary shares. The deferred shares shall not entitle the holders thereof to any further or other right of participation in the assets of the Company.

The A deferred shares have no voting rights and shareholders are not entitled to any dividend. Holders of A deferred shares shall be entitled to the amount paid up or credited as paid up on the A deferred shares to be paid out of the assets of the Company available for distribution among the members, after payment, to the holders of deferred Shares of the amounts paid up thereon. The holders of the A deferred shares shall not be entitled to any other or further right to participate in the assets of the Company.

Warrants

Movements in warrants during the year

 
                             Warrant number                 Exercise          Vest date       Expiry date 
                                                             price pence 
    As at 1 October 
     2020 
                                             1,833,333      5p                05/02/2019      22/02/2022 
                                             3,500,000      5p                07/05/2019      31/05/2022 
                                             5,000,000      10p               03/12/2019      31/12/2022 
                                            16,500,000      6p                01/10/2019      31/10/2020 
                                            11,562,000      30p               14/01/2020      31/03/2021 
                                            10,000,000      130p              24/01/2020      31/12/2021 
                                             3,500,000      60p               06/10/2020      31/12/2020 
                                             4,500,000      0.01p*            31/08/2020      31/12/2025 
                                             4,500,000      0.01p**           31/08/2020      31/12/2025 
                              ------------------------ 
                                            60,895,333 
    Weighted average 
     price                                         33p 
 
    Lapsed                                (16,500,000)      6p                01/10/2019      31/10/2020 
                                           (3,500,000)      60p               06/10/2020      31/12/2020 
                              ------------------------ 
                                          (20,000,000) 
    Weighted average 
     price                                         15p 
 
    Cancelled                              (2,700,000)      0.01p             31/08/2020      31/12/2025 
                                           (1,350,000)      0.01p**           31/08/2020      31/12/2020 
    Exercised                              (1,260,000)      5p                05/02/2019      22/02/2022 
                                           (1,500,000)      5p                07/05/2019      31/05/2022 
                                          (11,562,000)      30p               14/01/2020      31/03/2021 
                              ------------------------ 
                                          (14,322,000) 
    Weighted average 
     price                                         25p 
 
 
    Granted                                  1,000,000      30p               22/10/2020      22/10/2023 
                                             6,000,000      50p               24/02/2021      24/08/2022 
                                               250,000      60p               18/06/2021      17/06/2024 
                             ------------------------- 
                                             7,000,000 
    Weighted average 
     price                                         47p 
 
                             ------------------------- 
                                            31,123,333 
                                          ============ 
 
    As at 30 September                         573,333      5p                05/02/2019      21/02/2022 
    2021                                     2,000,000      5p                07/05/2019      31/05/2022 
                                             5,000,000      10p               03/12/2019      03/12/2022 
                                             1,000,000      30p               22/10/2020      22/10/2023 
                                            10,000,000      130p              24/01/2020      31/12/2021 
                                             3,150,000      0.01p*            31/08/2020      31/12/2025 
                                             3,150,000      0.01p**           31/08/2020      31/12/2025 
                                             6,000,000      50p               24/02/2021      24/08/2022 
                                               250,000      60p               18/06/2021      17/06/2024 
                              ------------------------ 
                                            31,123,333 
                                          ============ 
    Weighted average 
     price                                         55p 
 

* Exercisable in the event mid market price of DevClever Holdings Plc is or exceeds 28p for at least 5 consecutive business days. This condition was satisfied on 29 March 2021

** Exercisable in the event mid market price of DevClever Holdings Plc is or exceeds 55p for at least 5 consecutive business days

Of the 31,123,333 outstanding warrants (2020: 60,895,833 warrants), 27,723,333 warrants (2020: 48,395,833) were exercisable.

Warrants exercised in 2021 resulted in 14,322,000 shares (2020: 2,666,667 shares) being issued at a weighted average price of GBP0.25 each (2020: GBP0.054 each). The related weighted average share price at the time of exercise was GBP0.40 (2020: GBP0.34) per share. There were no transaction costs to offset against the proceeds received in either period.

.

The Company entered into the following transactions where warrants were issued:

On 22 October 2020 Asimilar Group Plc issued 1,000,000 warrants to company Director, Mark Horrocks, with an exercise price of 30.00p and a vesting date of 22 October 2020. The fair value at the grant date of these warrants has been determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the warrants of GBP108,000 has been expensed as directors remuneration in accordance with IFRS 2 share based payments and the Group's accounting policy outlined in note 2.10. These share based payments are also disclosed in note 19 and the directors remuneration report.

On 18 June 2021 Asimilar Group Plc issued 250,000 warrants to company Director, Michael Preen, with an exercise price of 60.00p and a vesting date of 18 June 2021. The fair value at the grant date of these warrants has been determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the warrants of GBP61,000 has been expensed as directors remuneration in accordance with IFRS 2 share based payments and the Group's accounting policy outlined in note 2.10. These share based payments are also disclosed in note 19 and the directors remuneration report.

On 24 February 2021 as part consideration for the disposal of the Dev Clever option and warrants by Asimilar Investments Limited, Asimilar Group Plc granted warrants to subscribe for up to 6,000,000 Asimilar ordinary shares. These were granted to Sitius Limited, the investment vehicle of David Von Rosen. The warrants represent derivatives over own equity and have been recognised as derivative financial liabilities. At the balance sheet date the aggregate fair value of these warrants of GBP402,000 has been determined through a third party actuarial valuation using an adjusted binomial model that is consistent with the mathematics underlying the Black Scholes formula.

Warrant Reserve

 
                                                                      2021                      2020 
                                                                       GBP                       GBP 
  As at 1 October                                                  157,813                         - 
  Premium attributable to bundled warrants 
   issued as part of private placing (warrant 
   reserve)                                                              -                   157,813 
                                                   -----------------------   ----------------------- 
  At 30 September                                                  157,813                     157,813 
                                                               ===========               =========== 
 

18. FAIR VALUE GAIN ON ACQUISITION

In year the ending 30 September 2020, a fair value exchange gain arose on the acquisition of Asimilar Investments Limited ("AIL"), in Jersey, as the fair value of identifiable assets and liabilities acquired was higher than the consideration transferred. The Directors considered the commercial context of the transaction and deemed it appropriate to recognise this gain in the income statement on the date of the acquisition of AIL.

 
                                                                    GBP 
 
  Fair value of assets and 
   liabilities acquired                                     4,091,836 
  Less: Total consideration 
  transferred                                             (2,397,400) 
                                                    ----------------- 
  Fair value gain on asset 
   acquisition                              .               1,694,436 
                                                             ======== 
 
 
 
 19.    SHARE BASED PAYMENTS 
 

On 22 October 2020 Asimilar Group Plc issued 1,000,000 warrants to company Directors with an exercise price of 30.00p and a vesting date of 22 October 2020 and exercisable by 22 October 2023.

On 18 June 2021 Asimilar Group Plc issued a further 250,000 warrants to company Directors with an exercise price of 60.00p and a vesting date of 18 June 2021 and exercisable by 17 June 2024.

The fair value at the grant date of these warrants has been determined using an adjusted binomial model. The aggregate fair value of the warrants of GBP169,000 has been expensed as directors remuneration in accordance with IFRS 2 Share Based payments and the Group's accounting policy outlined in note 2.10.

These share based payments are also disclosed in the directors remuneration report.

On 24 February 2021 Asimilar Group Plc issued 6,000,000 warrants with an exercise price of 50.00p with an expiry date of 24 August 2022 to Situis Limited. The warrants were issued as part of the arrangements with Asimilar Investments Limited to transfer 30m of options and 15m of warrants held in Dev Clever for a consideration of GBP3.5m. The fair value of these warrants has been determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the warrants of GBP402,000 has been expensed as investment cost of Asimilar Investments Limited and share based payment.

The fair value of warrants granted during the period, determined using the adjusted binomial model, was GBP0.067 per warrant . The significant inputs into the model were a weighted average share price of GBP0.38 at the grant date, the exercise price shown above, volatility of 73% , dividend yield of 0% , the assumption that warrants are subscribed for when 100% in the money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of daily share prices over the last year.

The total value of share based payments recognised as expenditure during the year was GBP571,000 (2020: GBP324,500). This amount has also been credited to equity in accordance with the provisions of IFRS 2: Share Based Payments.

   20.          ULTIMATE CONTROLLING PARTY 

The Group is admitted to AIM and there is no individual controlling party. The Directors' Report provides details of those shareholders with an individual holding exceeding 3% of issued share capital.

   21.          RELATED PARTY DISCLOSURES 

Directors' remuneration is shown in Note 8. There were no key management personnel other than the Directors (2020: none).

On 30 August 2020, the acquisition date of Asimilar Investments Limited, the company had a liability to Mark Horrocks of GBP319,036. GBP250,000 was paid back on 9 September 2020. The balance outstanding at 30 September 2021 was GBPNil (2020: GBP69,036). Mark Horrocks became a director of Asimilar Group Plc on the acquisition of Asimilar Investments Limited.

During the year, Kepstorn Solicitors provided legal and advisory service to the Asimilar Group Plc. Donald Stewart is a partner in the firm and was a director of Asimilar Group Plc at the time. Total cost of service provided amounted to GBP19,940. (2020: GBP125,340). These were fully paid during the year. There were no outstanding amounts at the year end.

There were no other transactions falling within the scope of IAS 24 Related Party Disclosures.

   22.          POST BALANCE SHEET EVENTS 

The board does not consider these to be adjusting events.

On 29 November 2021 All Active Asset Capital Limited (AAA) and MESH completed a scheme of arrangement whereby AAA acquired 100% of MESH. Accordingly, Asimilar now holds 24 million AAA shares.

On 24 December 2021, Dev Clever Holdings announced that trading in its ordinary shares was to be suspended pending the approval by the FCA of the acquisition of Veative Labs Pte Ltd (Singapore) by Dev Clever.

On 31 December, AIL exercised its SeeQuestor warrants and invested GBP337,840 for a further 33,784 new shares to bring its total holding to 67,568 and total Group holding to 114,586.

0n 22 February 2022, the Company issued 240,000 new ordinary shares as a result of a warrant exercise.

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identi ed by their use of terms and phrases such as "believe", "could", "should" "envisage", "estimate", "intend", "may", "plan", "potentially", "expect", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements re ect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

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END

FR UROARUUUOUUR

(END) Dow Jones Newswires

March 21, 2022 03:15 ET (07:15 GMT)

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