Fintech Asia Limited Final Results for 18 months ended 31 December 2023

RNS Number : 6606D

Fintech Asia Limited

20 February 2024

 

20 February 2024

 

FINTECH ASIA LIMITED

 

("Fintech Asia" or the "Company")

 

Final Results for the 18 months ended 31 December 2023

 

Fintech Asia, (LON:FINA) a company established to acquire one or more companies or businesses in the financial technology sector, focused on improving the delivery and use of financial services in Asia, is pleased to announce the Company's audited financial statements for the 18 months from 1 July 2022 to 31 December 2023.

 

The Company's annual report and audited financial statements for the 18 months from 1 July 2022 to 31 December 2023 will soon be available to view on the National Storage Mechanism (NSM) and the Company's website: https://fintechasialtd.com

 

Chief Executive Officer's Statement

 

I am pleased to present the annual report and audited financial statements for Fintech Asia Limited (the "Company") for the 18 months to 31 December 2023.

 

Proposed Acquisition and Temporary Share Suspension

 

On 14 March 2023, the Company announced its entry into a head of terms to acquire the entire issued share capital of InvesCore Financial Group Pte. Ltd ("InvesCore" or the "Target") (the "Proposed Acquisition").

 

InvesCore is a group of companies with its primary operations in the micro-finance sector, offering loans and investment products to businesses and individuals, primarily in Asia, and has developed technologies, including a mobile application, to sell certain of its product lines.  It is an exciting business that meets the characteristics that we have been looking for to align to our acquisition strategy.

 

The Proposed Acquisition is classified as a reverse takeover in accordance with the FCA's Listing Rules.  Accordingly, the Company requested the temporary suspension of its listing on the London Stock Exchange which became effective on 14 March 2023.

 

Since the announcement, the Company has continued to advance discussions with the Target with a view to agreeing terms to conclude a definitive sale and purchase agreement and seek regulatory approval for future readmission of the Company's shares to trading on the Main Market of the London Stock Exchange.  Alongside these discussions a detailed due diligence process is being undertaken.  We cannot, at this time, confirm that these discussions and regulatory approvals will be successful, however at the time of publication we can confirm that the process remains active and ongoing.

 

Administrator, Company Secretary, and Registered Office

 

On 24 March 2023, the Company appointed New Street Management Limited and NSM Services Limited as its Administrator and Company Secretary, respectively.  The Board wishes to thank Intertrust International Management Limited and Cosign Limited who previously fulfilled these functions. The Company's registered office changed to Les Echelons Court, Les Echelons, St Peter Port, Guernsey GY1 1AR effective from that date.

 

Change of Accounting Date

 

On 21 June 2023, the Company changed its accounting reference date and financial year end from 30 June to 31 December.  Going forward the annual and interim reports will be published each year for the 12 months to 31 December and 6 months to 30 June, respectively.

 

Convertible Loan Facility

 

On 8 September 2023, the Company announced it had obtained an unsecured committed facility of £1 million via a convertible loan note instrument (the "Convertible Loan"). The Convertible Loan was made available in three tranches over September and October 2023 with an interest rate equating to a fixed amount of five per cent. per annum.  All tranches of the Convertible Loan (£1 million) have been received by the Company.

 

On 15 November 2023, the Company announced it had obtained a further unsecured committed facility of up to £1 million via a convertible loan note instrument (the "Series B Convertible Loan"). The Series B Convertible Loan was made available in two tranches over December 2023 and January 2024 with a further tranche to be provided during the first quarter of 2024 with an interest rate equating to a fixed amount of five per cent. per annum. The first two tranches (totalling £500,000) have been received by the Company with the remaining tranche expected shortly.

 

The Convertible Loan and Series B Convertible Loan (together the "Convertible Loans") are intended to bridge the Company's general working capital requirements, to the extent required, as the board seeks to finalise due diligence and documentation in respect of its Proposed Acquisition and the simultaneous re-admission of its enlarged share capital to the Standard Segment of the Official List maintained by the FCA and readmitted to trading on the Main Market of the London Stock Exchange, as announced on 14 March 2023.

 

On behalf of the Board, I thank the shareholders and advisors of the Company for their continued support.

 

 

Oliver Fox

Chief Executive Officer

20 February 2024

 

For further information please contact:   Fintech Asia Limited	Via IFC
Oliver Fox, CEO
Strand Hanson Limited (Financial Advisor) Rory Murphy / Abigail Wennington	[phone]
Novum Securities (Broker) Colin Rowbury	[phone]
IFC Advisory Limited (Financial PR and IR)	[phone]
Tim Metcalfe Zach Cohen

 

LEI: 213800C7BC4EZQAEBT76

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing this Report and Financial Statements, in accordance with applicable law and regulations.

 

The Companies (Guernsey) Law, 2008, as amended (the "Law") requires the Directors to prepare financial statements for each financial year.  Under the Law, the Directors have elected to prepare the Financial Statements in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom ("IFRS UK"). IFRS UK include standards and interpretations approved by the International Accounting Standards Board, including International Accounting Standards ("IAS") and interpretations issued by the International Financial Reporting Interpretations Committee who replaced the Standards Interpretations Committee.  Under the Law, the Directors must not approve financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 

In preparing this Report and Financial Statements, the Directors are required to:

 

·	select suitable accounting policies and then apply them consistently;
·	make judgments and estimates that are reasonable and prudent;
·	prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business; and
·	state whether all applicable IFRS standards have been followed, subject to any material departures disclosed and explained in the financial statements.

 

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and which disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Law. They are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

 

The Directors hereby confirm to the best of their knowledge that:

 

·	the Report and Financial Statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
·	the Report and Financial Statements includes, or incorporates by reference, a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties it faces; and
·	this Report and Financial Statements taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance and principal risks.

 

Principal Risks and Uncertainties

 

The following is a summary of key risks that, alone or in combination with other events or circumstance, the Directors has determined could have a material adverse effect on the Company's business, financial condition, results of operations and prospects. The Company has considered circumstances such as the probability of the risk materialising, the potential impact which the materialisation of the risk could have on the Company's business, financial condition, and prospects, and the attention that management would, on the basis of current expectations, have to devote to these risks if they were to materialise:

 

·	the Company's future success is dependent upon its ability not only to identify opportunities but also to execute a successful acquisition;
·	although the Company will conduct due diligence on potential acquisitions to a level considered appropriate and reasonable by the Directors, material adverse issues may not be revealed;
·	the Company may need to seek additional sources of funding to implement its strategy; and
·	the performance of sectors in which the Company intends to invest may be affected by changes in general economic activity levels which are beyond the Company's control.

 

A full list of risks can be found in the Company's prospectus, dated 12 September 2022 and published on the Company's website (www.fintechasialtd.com).

 

A review of the main financial risks faced by the Company, and how they are managed or mitigated, is set out in note 15 to the financial statements.

 

Going Concern

 

The Directors believe that the Company has adequate financial resources to continue its operational existence for at least 12 months from the date of the approval of these financial statements. Please see the disclosures made in note 4 to these financial statements for details of the estimates and judgements applied in arriving at this conclusion.

 

Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

 

Signed on behalf of the Board by:

 

Nicola Walker

Director

20 February 2024

 

 

FINTECH ASIA LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023

 

		Period 1 July 2022 to 31 December 2023		Period 28 May 2021 to 30 June 2022
				(unaudited)
	Notes	GBP		GBP
Income
Bank and other interest		9,667		35
Total income		9,667		35
Expenses
Operating expenses	5	(3,409,682)		(397,351)
Total expenses		(3,409,682)		(397,351)
Foreign exchange movement		(907)		(655)
Loss before tax		(3,400,922)		(397,971)
Tax	9	-		-
Total comprehensive loss		(3,400,922)		(397,971)
Earnings/(loss) per share (pence)
Basic	12	(0.18p)		(0.02p)
Diluted	12	(0.17p)		(0.02p)

 

 

The accompanying notes form an integral part of these financial statements.

 

 

FINTECH ASIA LIMITED

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

 

		As at			As at
		31 December 2023			30 June 2022
					(unaudited)
	Notes	GBP	GBP		GBP	GBP
Current assets
Cash and cash equivalents		312,671			215,885
Other current assets	6	13,366			5,192
		326,037			221,077
Current liabilities
Accounts payable	7	(771,122)			(33,048)
Convertible loans	8	(1,262,808)			-
		(2,033,930)			(33,048)
Net current (liabilities)/assets			(1,707,893)			188,029
Net (liabilities)/assets			(1,707,893)			188,029
Capital and Reserves
Share capital	10		-			-
Share premium	10		2,041,000			586,000
Share based payments	10		50,000			-
Retained earnings			(3,798,893)			(397,971)
Total equity			(1,707,893)			188,029

 

The accompanying notes form an integral part of these financial statements.

 

The financial statements were approved and authorised for issue by the Board of Directors on 20 February 2024 and were signed on its behalf by:

 

Nicola Walker

Director

 

 

FINTECH ASIA LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023

 

 

	Notes	Share Capital	Share Premium	Share based payments	Retained earnings	Total
		GBP	GBP	GBP	GBP	GBP
Balance at 28 May 2021 (unaudited)		-	-	-	-	-
Share capital issued	10	1	586,000	-	-	586,001
Redemption of redeemable shares	10	(1)	-	-	-	(1)
Total comprehensive loss		-	-	-	(397,971)	(397,971)
Balance at 30 June 2022 (unaudited)		-	586,000	-	(397,971)	188,029
Shares issued	10	-	1,455,000	50,000	-	1,505,000
Total comprehensive loss		-	-	-	(3,400,922)	(3,400,922)
Balance at 31 December 2023		-	2,041,000	50,000	(3,798,893)	(1,707,893)

 

The accompanying notes form an integral part of these financial statements.

 

 

FINTECH ASIA LIMITED

STATEMENT OF CASH FLOWS

FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023

 

 

		31 December 2023		30 June 2022
				(unaudited)
	Notes	GBP		GBP
Operating activities
Loss for the period		(3,400,922)		(397,971)
Adjustments for:
Share based payment charge		50,000		-
Movement in receivables	6	(8,174)		(5,192)
Movement in payables	7	738,074		33,048
Interest expense		12,808		-
Net cash flow from operating activities		(2,608,214)		(370,115)
Financing activity
Share capital issued	10	1,455,000		586,000
Convertible loans	8	1,250,000		-
Net cash flow from financing activities		2,705,000		586,000
Net change in cash and cash equivalents		96,786		215,885
Cash and cash equivalents at the beginning of the period		215,885		-
Cash and cash equivalents at the end of the period		312,671		215,885

 

The accompanying notes form an integral part of these financial statements.

 

 

FINTECH ASIA LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE 18 MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2023

 

1. General Information

 

Fintech Asia Limited (the "Company") was incorporated on 28 May 2021 in Guernsey under The Companies (Guernsey) Law, 2008, as amended and is registered in Guernsey.  The address of the Company's registered office is Les Echelons Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR and the Company's registration number is 69264.  On 15 September 2022 the Company was admitted to the main market for listed securities of the London Stock Exchange under the ticker symbol "FINA" with shares registered with an ISIN of GG00BPGZTM87 and SEDOL of BPGZTM8.

 

On 14 March 2023, the Company announced that it had entered into a head of terms to acquire the entire issued share capital of InvesCore Financial Group Pte. Ltd. ("InvesCore" or the "Proposed Acquisition"). The Proposed Acquisition is classified as a reverse takeover in accordance with the FCA's Listing Rules. Accordingly, the Company requested the temporary suspension of its listing on the London Stock Exchange.

 

On 21 June 2023, the Company announced that it had changed its accounting date from 30 June to 31 December.

 

New Standards, Amendments and Interpretations Not Yet Adopted

 

At the date of approval of these Financial Statements, the following standards and interpretations, which have not been applied in these Financial Statements were in issue but not yet effective:

 

·	Amendments to IAS 1: Classifications of current or non-current liabilities (effective 1 January 2024);
·	Amendments to IAS 8: Accounting Policies, Changes to Accounting Estimates and Errors (effective 1 January 2023);
·	Amendments to IAS 12: Income Taxes - Deferred Tax arising from a Single Transaction (effective 1 January 2023).
·	Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies (effective 1 January 2023).

 

The effect of these new and amended Standards and Interpretations, which are in issue but not yet mandatorily effective, is not expected to be material.

 

Standards Adopted Early by the Company

The Company has not adopted any standards or interpretations early in either the current or the preceding financial period.

 

Statement of Compliance

 

These financial statements give a true and fair view, comply with The Companies (Guernsey) Law, 2008, as amended and were prepared in accordance with the UK-adopted International Accounting Standards ("IAS's"). IAS's include standards and interpretations approved by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee who replaced the Standards Interpretations Committee.

 

2. Basis of Preparation

 

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with IAS's. IAS's include standards and interpretations approved by the IASB.

 

The functional and presentation currency of these financial statements is Pounds Sterling.

 

3. Significant Accounting Policies

 

Financial Assets

 

The Company's financial assets are cash and cash equivalents and other current assets. The classification is determined by management at initial recognition and depends on the purpose for which the financial assets are acquired.

 

The Company initially recognises receivables issued when the Company becomes a party to the contractual provisions of the instrument. Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss.

 

Receivables are subsequently carried at amortised cost using the effective interest method. Amortised cost is the initial measurement amount adjusted for the amortisation of any differences between the initial and maturity amounts using the effective interest method. Loans and receivables are reviewed for impairment assessment.

 

Cash and cash equivalents

 

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts.

 

Other current assets

 

Other current assets principally consist of prepayments which are carried at amortised cost. The Company assesses at each end of the reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

 

The amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss.

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

 

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership or has not retained control of the financial asset.

 

Financial liabilities

 

All financial liabilities are initially recognised on the trade date when the entity becomes party to the contractual provisions of the instrument.

 

Financial liabilities which include trade and other payables and are recognised initially at fair value, net of directly attributable transaction costs.

 

Financial liabilities are subsequently stated at amortised cost, using the effective interest method. Financial liabilities are classified as current liabilities if payment is due to be settled within one year or less after the end of the reporting period (or in the normal operating cycle of the business, if longer), or the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the end of the reporting period. Otherwise, these are presented as non-current liabilities.

 

Financial liabilities are derecognised from the statement of financial position only when the obligations are extinguished either through discharge, cancellation, or expiration. The difference between the carrying amount of the financial liability derecognised and the consideration paid or payable is recognised in profit or loss.

 

Equity

Share capital represents the nominal value of shares that have been issued.

 

Equity-settled transactions are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on the date of grant.

 

Share premium includes any contributions from equity holders over and above the nominal value of shares issued. Any transaction costs associated with the issuance of shares are deducted from share premium.

 

Retained earnings represent all current period results of operations as reported in the statement of profit or loss, reduced by the amounts of dividends declared.

 

Convertible loan notes

 

The Company issues convertible loan notes ("CLN's") to investors as one of its primary means of raising funding prior to the completion of the proposed transaction and readmission of the combined group to trading.  All CLN's issued in a year are assessed under the classification criteria of IAS 32 and, depending on the specific circumstances pertaining to each CLN instrument, are classified as either a financial liability, equity, or a compound instrument consisting of both financial liability and equity components.  Once a CLN has been classified as one of these instruments is it treated in line with the accounting policies for such instruments as appropriate.

 

The Company initially recognises receivables issued when the Company becomes a party to the contractual provisions of the instrument. Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss.

 

Share-based payments

 

The Company operates equity-settled share-based payment arrangements, whereby the fair value of services provided is determined indirectly by reference to the fair value of the instrument granted.

 

The fair value of the grant is recognised as an expense in the Income Statement with a corresponding increase in equity reserves.

 

The fair value of options is calculated using the Black Scholes model, taking into account the terms and conditions upon which the options were granted.

 

The fair value of shares issued is measured using the observable market value.

 

Costs and expenses

 

Cost and expenses are recognised in profit or loss upon utilisation of goods or services or at the date they are incurred. All finance costs are reported in profit or loss on an accrual basis.

 

Going concern

 

These financial statements have been prepared on the going concern basis, which assumes the Company shall be able to meet all of its obligations as they fall due for a period of at least 12 months from the date of this report.

 

4. Use of Judgements and Estimates

 

The preparation of financial statements in accordance with IAS requires the Directors to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities and income and expenses. The estimates and associated assumptions are based on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

Going concern

 

In determining whether these financial statements should be prepared on the going concern basis, the Directors must consider whether the business has adequate financial resources to continue to operate and meet its obligations for a period of at least 12 months from the date of this report. 

 

The Directors have assessed the funding needs of the business as it continues to progress the Proposed Acquisition with InvesCore, together with the various forms of funding that remain available to it, including but not limited to the convertible loan note facilities entered into on 8 September 2023 and further expanded on 15 November 2023. Following consideration of the timing of costs associated with the continued efforts to complete the transaction, coupled with the assessment of the funding options that remain available as this process continues, the Directors have determined that sufficient funding remains available for the Company to continue to meet its obligations as they fall due over the course of this process.

 

In the event that the Proposed Acquisition does not complete for various reasons, a break fee is receivable from InvesCore, as disclosed in detail in the Company's LSE announcement of 14 March 2023. The Directors consider this break fee to be sufficient to settle all remaining costs incurred in support of the Proposed Acquisition up to the point of any decision not to proceed.  Under such a scenario, the outstanding convertible loan notes ("the Loan Notes") payable by the Company would be convertible into ordinary shares at the election of the Noteholder, or settled by other means as agreed between the Company and the Noteholder.

 

As the settlement or conversion of the Loan Notes are at the discretion of the Noteholder there exists a level of uncertainty over the exact quantum and timing of the availability of the above sources of future funding which the Company may require in the event that the Proposed Acquisition does not proceed, and the Noteholders do not elect to convert the Loan Notes into ordinary shares of the Company.  As such, the Directors have determined that a material uncertainty exists in this regard over the application of the going concern principal to these financial statements.

 

The Directors believe that the Company has adequate financial resources to continue its operational existence for at least 12 months from the date of the approval of these financial statements notwithstanding the risks documented above. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis in preparing these financial statements.

 

Share-based payments

 

The Company has determined that share options issued during the period meets the definition of a share based payment under IFRS 2. In order to determine the fair value of the options estimates were required for inputs into the valuation model.  More details of the estimates can be found in note 11.

 

5. Operating Expenses

 

	Period 1 July 2022 to 31 December 2023		Period 28 May 2021 to 30 June 2022 (unaudited)
	GBP		GBP
Legal and professional fees - cash settled	2,461,830		238,872
Legal and professional fees - share settled	50,000		-
Directors' fees	326,089		87,756
Administration fees	122,435		49,635
Audit fees	47,500		-
Advisory fees and expenses	110,485		-
Listing fees	38,271		-
Reimbursement of expenses to directors	48,697		1,582
Insurance	26,350		18,207
Regulatory fees	71,832		500
Loan interest	12,808		-
Consultancy fees	52,580		-
Other operating expenses	29,679		186
Commission	6,500		-
Bank charges	4,626		613
	3,409,682		397,351

 

6. Other Current Assets

 

		31 December 2023		30 June 2022 (unaudited)
		GBP		GBP
Prepayments		13,366		5,192
Total		13,366		5,192

 

7. Accounts Payable

 

			31 December 2023		30 June 2022 (unaudited)
			GBP		GBP
Administration fees			11,250		8,819
Audit fees			47,500		-
Legal and professional fees			710,289		20,042
Other accruals			-		20
Directors' remuneration			2,083		4,167
			771,122		33,048

 

8. Convertible Loans

 

On 8 September 2023 the Company announced it had obtained an unsecured committed facility of £1 million via a convertible loan note instrument (the "Convertible Loan").

 

The Convertible Loan was received in three tranches on 8 September 2023, 5 October 2023 and 3 November 2023 with an interest rate equating to a fixed amount of five per cent. per annum.

 

On 15 November 2023 the Company announced it had obtained an additional unsecured committed facility of £1 million via a convertible loan note instrument (the "Series B Convertible Loan").

 

The first tranche of £250,000 of the Series B Convertible Loan was received on 13 December 2023 with an interest rate equating to a fixed amount of five per cent. per annum. The second tranche of £250,000 was received on 16 January 2024. The third tranche of £500,000 was received on 15 February 2024.

 

Should (i) the Convertible Loan and Series B Convertible Loan (together the "Convertible Loans") not be repaid prior to the completion of the Proposed Acquisition, all the outstanding principal amount and accrued interest shall automatically convert into ordinary shares of no par at a price equal to 90 per cent. of the price at which each Ordinary Share is issued in the Company pursuant to such placing; or (ii) if a placing does not complete simultaneously with the completion of the Proposed Acquisition, a price equal to 90 per cent. of the price at which each Ordinary Share is issued in the Company to satisfy the consideration for the Proposed Acquisition.

 

If the Proposed Acquisition and re-admission has not completed by 7 November 2024 and the Convertible Loans have not been repaid, the Noteholder is entitled at any time to convert all the outstanding amount into new Ordinary Shares.

 

Following assessment of the terms of the Convertible Loans under the classification criteria of IAS 32, the Directors have determined that the instruments should be categorised as a financial liability and treated under the Company's accounting policy for such instruments accordingly.

 

	31 December 2023
	GBP
Proceeds from issue of Convertible Loans	1,250,000
Accrued interest	12,808
Carrying amount of liability as at 31 December 2023	1,262,808

 

9. Taxation

 

The Company is liable to tax at the standard Guernsey rate of 0%.

 

10. Share Capital and Share Premium

 

Authorised

 

As per the Articles of Incorporation, the Company may issue an unlimited number shares of different types or classes and of par value or no par value.

 

Issued

 

	Number of Ordinary Shares	Ordinary Shares	Share Premium	Share based payments
		GBP	GBP	GBP
On incorporation (GBP 1 each)	1	1	-	-
Shares issued (no par value each)	16,750,000	-	586,000	-
Redemption (GBP 1 each)	(1)	(1)	-	-
Balance at 30 June 2022	16,750,000	-	586,000	-
Shares issued (no par value each)	3,010,000	-	1,455,000	50,000
Balance at 31 December 2023	19,760,000	-	2,041,000	50,000

 

On incorporation, the Company issued one redeemable preference share of GBP1.00 at par for cash consideration of GBP1.00. On 29 July 2021, a re-designation of one ordinary share to a redeemable share held by Tanglin Capital Limited was executed and further redeemed by the Company.

 

On 16 June 2021, the Company agreed, immediately upon Admission, to issue to Strand Hanson Limited a warrant (the "Warrant") (approved by the Company's shareholders if applicable) to subscribe at any time during the three years following the date of issue of the Warrant for an aggregate number of shares equal to one per cent. of the enlarged issued share capital of the Company immediately prior to Admission at an exercise price equal to the issue price applicable to the initial public offering. The Company also agrees that the beneficial interest in the Warrant may be freely assigned by Strand Hanson (in its sole discretion) to any subsidiary or associated companies, shareholders, or employees (note 11).

 

On 29 July 2021, Tanglin Capital Limited invested £10,000 into the Company as cash consideration for 10,000,000 Ordinary Shares of no-par value. On 13 August 2021, an investment of £1,000 was made into the Company as cash consideration for 1,000,000 Ordinary Shares of no-par value. These 1,000,000 Ordinary Shares were then transferred to Tanglin Capital Limited on 12 November 2021, and subsequently transferred to Oliver Stuart Fox on 12 April 2022.

 

On 20 August 2021, an initiation fee of £50,000 was paid to Strand Hanson Limited in equity in the Company priced at the issue price per share applicable to the round at which seed investors participate (i.e. GBP0.10 each), which equates to 500,000 Ordinary Shares.

 

On 23 August 2021, 19 November 2021 and 13 December 2021, the Company issued 3,000,000, 1,500,000 and 750,000 Ordinary Shares of no-par value respectively at a price of £0.10 each in connection with the pre-IPO fundraising, raising a total of £525,000.

 

During September 2022, the Company issued 3,010,000 Ordinary Shares of no-par value respectively at a price of £0.50 each, raising a total of £1,455,000 after an equity based payment of £50,000 was paid to Strand Hanson Limited and is included in legal costs.

 

11. Share Based Payments

 

Shares issues in the period:

 

On 15 September 2022 the Company issued 100,000 Ordinary Shares of no-par value to Stand Hanson Limited. The fair value of the transaction was deemed to be £50,000 which was the number of shares issued multiplied by the share price upon the Company's listing and are included in legal costs for the period.

 

Options issued in the period:

 

On 8 September 2022 the Company issued a warrant to Strand Hanson Limited which allows them or their assigned holder to subscribe for 197,600 shares at any time up to 7 September 2025 to shares at an exercise price of 50p.

 

The Warrant was valued using the Black Scholes model and its fair value deemed immaterial, as a result no value has been ascribed to the Warrant in these financial statements. The estimates used to calculate the fair value is detailed below:

 

Expected volatility	34.79%
Dividend Yield	-
Risk free interest rate	3.23%
Expected exercise period Share price on date of grant	3 years from grant 50p

 

12. Earnings Per Ordinary Share

 

			Basic		Diluted
			GBP		GBP
Loss for the period			(3,400,922)		(3,400,922)
Weighted average number of shares			19,337,832		19,535,432
Earnings per share			(0.18)		(0.17)

 

Basic earnings per Ordinary Share is calculated by dividing the earnings attributable to Shareholders by the weighted average number of Ordinary Shares outstanding during the period.

 

Diluted earnings per share is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume conversion of all dilutive potential Ordinary Shares. As at 31 December 2023 there were 197,600 warrants exercisable for Ordinary Shares outstanding.

 

A fully diluted earnings per Ordinary Share has not been presented as the Company has reported a loss for the period and as such the effect of the warrants outstanding at the reporting date is anti-dilutive.

 

13. Related Party Transactions

 

The directors' remuneration for Nicola Walker, Robert George Shepherd and Oliver Stuart Fox for the period was £37,500, £37,500 and £251,089 respectively (2022: £4,167, £4,167, £20,706).

 

The Directors received reimbursements in respect of travel and meeting expenses and sundry office costs of £48,697 during the period (2022: £1,582).

 

Andrew Mankiewicz was a director until 18 April 2022, and received directors' fees £57,333 in the prior period. Andrew Mankiewicz received £95,394 (2022: nil) for advisory fees and £16,410 for expense reimbursements (2022: £13,770) in the current period via the Company's agreement with Asia Wealth Group Pte. Ltd.

 

There have been no changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the Company in the current financial period.

 

14. Ultimate Controlling Party

 

The Company is controlled by Tanglin Capital Limited which is the Parent company holding 50.61% of the issued Ordinary Shares, with Tanglin Capital Limited ultimately controlled by Andrew Roberto Mankiewicz.

 

15. Financial Risk Management

 

The Company is exposed to a number of risks arising from the financial instruments it holds. The main risks to which the Company is exposed are market risk, credit risk and liquidity risk. The risk management policies employed by the Company to manage these risks are discussed below as follows:

 

MARKET RISK

 

Market risk is the risk that changes in market prices such as equity prices, interest rates and foreign exchange rates will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimising the return.

 

Price risk

 

The Company is not directly or indirectly exposed to any significant price risk.

 

Interest rate risk

 

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk arises on interest-bearing financial instruments recognised in the Statement of Financial Position.

 

Cash and cash equivalents are interest bearing but not at significant levels.

 

Currency risk

 

The Company is exposed to currency risk arising from transactions in Singapore Dollars. Consequently, the Company is exposed to the risk that the exchange rate of its reporting currency relative to other foreign currencies may change in a manner that has an adverse effect on the fair value or future cash flows of the Company's financial assets or liabilities denominated in currencies other than GBP.

 

The Company holds all assets in GBP and does not consider the risk to be material to the financial statements.

 

CREDIT RISK

 

Credit risk is the risk of financial loss to the Company if a counterparty fails to meet its contractual obligations. Credit risk arises from cash and cash equivalents as well as outstanding receivables.

 

The Company assesses all counterparties for credit risk before contracting with them. The credit risk on cash and cash equivalents is mitigated by entering into transactions with counterparties that are regulated entities subject to prudential supervision, with high credit ratings assigned by international credit rating agencies. Cash and cash equivalents are held with Barclays Bank plc, which at the period end was assigned a credit rating of A by Standard and Poor's rating agency.

 

The maximum exposure to credit risk Is the carrying amount of the financial assets set out below.

 

					Period ended 31 December 2023		Period ended 30 June 2022 (unaudited)
					GBP		GBP
Cash and cash equivalents					312,671		215,885
Other current assets					13,366		5,192
Total credit risk exposure					326,037		221,077

LIQUIDITY RISK

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. This risk can arise from mismatches in the timing of cash flows relating to assets and liabilities. The Company receives funding from the shareholders and does not have significant ad hoc expenses to settle. The only significant expenses that the Company is exposed to are general operating expenses.

 

As at 31 December 2023
	Less than 1 month		1 to 12 months		More than 12 months		Total
Assets
Cash and cash equivalents	312,671		-		-		312,671
Other current assets	13,366		-		-		13,366
	326,037		-		-		326,037
Liabilities
Trade and other payables	771,122		-		-		771,122
Convertible loans	-		1,262,808		-		1,262,808
	771,122		1,262,808		-		2,033,930

The table below analyses the Company's financial assets and liabilities into the relevant maturity groupings based on the remaining period at the reporting date. The amounts in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, as the impact of discounting is not significant.

 

As at 30 June 2022 (unaudited)
	Less than 1 month		1 to 12 months		More than 12 months		Total
Assets
Cash and cash equivalents	215,885		-		-		215,885
Other current assets	5,192		-		-		5,192
	221,077		-		-		221,077
Liabilities
Trade and other payables	33,048		-		-		33,048
	33,048		-		-		33,048

 

16. Subsequent Events

 

There have been no events subsequent to the reporting period date, other than as referenced in note 8 above.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

 

END

 

 

FR TLMATMTBBBRI