RiverFort Global Opportunities PLC Interim Results

RNS Number : 1354F

RiverFort Global Opportunities PLC

23 September 2024

 

For immediate release

23 September 2024

 

RiverFort Global Opportunities plc

 

("RGO" or the "Company")

 

 

Unaudited interim results for the 6 months ended 30 June 2024

 

RiverFort Global Opportunities plc is pleased to announce its unaudited interim results for the six months to 30 June 2024.

 

Chairman's Statement

Highlights

·      Successful redemption of the Company's debt and equity linked portfolio for cash

·      Total NAV of £4.7 million as at 30 June 2024

·     NAV per share of 0.60 pence, principally represented by cash, compared to the pre suspension price of   0.22 pence per share in March 2024

·     Profitable partial realisation of the Company's investment in Smarttech247 Group plc ("Smarttech247").

·      Cash balance of around £2.9 million

·   Currently pursuing an opportunity to become a listed operating company in the wellness sector and generate additional value for stakeholders

 

Philip Haydn-Slater, Non-Executive Chairman, commented:

"As explained in the Company's full year results for the year to 31 December 2023, the Board has been conscious that small investment companies listed on AIM have become increasingly less attractive to investors and that the Company's share price had continued to trade at a significant discount to its underlying net asset value.

 

In early 2024, it was decided to redeem part of its outstanding debt and equity linked portfolio in order to generate cash. An opportunity was then identified where, subject to shareholder approval, RGO would become a focused operating business by acquiring the trading assets of S-Ventures plc ("SVEN"), a company listed on the AQSE Growth Market and active in the wellness sector, for circa £3.5 million in new shares in RGO ("RTO").

 

The Board believes that the proposed acquisition represents an exciting opportunity and would enable RGO to become an operating business with attractive potential for growth and the creation of shareholder value.  RGO would bring additional funding to SVEN's operations and provide them with an AIM listing and better access to capital.  Going forward, the enlarged group would continue to improve its existing businesses, taking advantage of economies of scale and consolidation of infrastructure to support their growth.  At the same time, the Board believes that there are a number of interesting acquisition opportunities available which would benefit from the team's expertise and existing infrastructure and enable the enlarged group to further scale its operations.

 

Since then, the RTO process has been advancing which has included due diligence by the Company on SVEN, the 2023 audit of SVEN and related work.  All advisers are actively engaged, the RTO process is ongoing and expected to complete in Q4 2024. Meanwhile, trading in our shares remains suspended on AIM and we look forward to updating the market further as the RTO process progresses."

 

 

Review of activities

 

The analysis of income for the period is set out below: 

                                                                                   

	Half year to 30 June 2023	Year to 31 December 2023
	£000	£000
Investment income	75	391
Net income from financial instruments at FVTPL	(381)	(4,673)
Net foreign exchange losses on financial instruments	(7)	(45)
Total investment income	(313)	(4,327)

 

Historically investment income was principally generated from interest and fees, with additional income from equity conversion and warrants.  During the current period, the Company generated a lower level of total investment income from its investment portfolio as a significant proportion of this portfolio was redeemed.  Net income from financial instruments at FVTPL is derived from changes in the value of the Company's investment portfolio.  During the period, this figure principally comprised the reduction in the value of the Company's remaining equity holdings offset by the gain on the part disposal of the Company's holding in Smarttech247. In the prior period, this figure comprised the losses from the debt and equity linked portfolio that has since been redeemed. The Company's principal investment portfolio categories are summarised below:

 

Category	Cost or valuation at 30 June 2024  £000	Cost or valuation at 31 December 2023 £000
Debt and equity- linked debt investments	1,000	2,150
Pre IPO investments	200	200
Equity and other investments	710	2,005
Cash resources	2,901	1,062
Total	4,811	5,417

 

 

The debt and equity- linked debt investments category has reduced as a result of the redemption of certain of these investments during the period, offset by the new £1 million loan made to SVEN.

 

The equity and other investments category, principally comprises the Company's holdings in Smarttech247 and Mindflair plc (formerly Pires Investments plc).  The overall value of these investments has decreased due to a reduction  in their share prices during the period and the profitable disposal of over half of the Company's holding in Smarttech247.

 

The key unaudited performance indicators are set out below: 

Performance indicator	30 June  2024	31 December 2023	Change
Investment income	£75,361	£391,151
Net asset value	£4,672,085	£5,245,196	-10.9%
Net asset value - fully diluted per share	0.60p	0.68p	-10.9%
Closing share price	0.22p	0.39p	-43.6%
Market capitalisation	£1,706,000	£3,024,000	-43.6%

 

Note: Market capitalisation as at 30 June 2024 is based on the pre suspension price of 0.22 pence per share.

There has been a small reduction in the Company's overall net asset position during the period due to a reduction in the value of its equity investments and a lower level of investment income, partially offset by the profitable disposal of part of the investment in Smarttech247 and lower administration and advisory costs.  As referred to above, the Company has continued to grow its cash balance during the period and is now well positioned to fund its investment strategy going forward.

 

 

Philip Haydn-Slater

Non-Executive Chairman

23 September 2024

 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

 

For more information, please contact:

 

RiverFort Global Opportunities plc:                                            [phone]

Philip Haydn-Slater, Non-Executive Chairman

Nicholas Lee, Investment Director

                                                                                                                                               

Nominated Adviser:

Beaumont Cornish                                                                     [phone]

Roland Cornish/Felicity Geidt

 

Joint Broker:                                                                             [phone]

Shard Capital Partners LLP

Damon Heath/Erik Woolgar

 

Joint Broker:                                                                             [phone]

Peterhouse Capital Limited

Lucy Williams

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

	Unaudited 6 months ended 30 June 2024	Unaudited 6 months ended 30 June  2023	Audited Year ended 31 December 2023
	£	£	£
Investment income	75,361	215,035	391,151
Net loss from financial instruments at FVTPL	(381,767)	(140,753)	(4,672,874)
Foreign exchange losses on financial instruments	(6,764)	(106,529)	(45,154)
Total income	(313,170)	(32,247)	(4,326,877)
Administration expenses	(258,244)	(173,245)	(365,715)
Investment advisory fees	-	(151,565)	(624,243)
Exchange translation losses	(1,697)	(65,725)	(25,707)
Loss before taxation	(573,111)	(422,782)	(5,342,542)
Taxation	-	-	-
Loss for the period and total comprehensive expense	(573,111)	(422,782)	(5,342,542)
Basic loss per share
Continuing and total operations	(0.07p)	(0.05p)	(0.69p)
Fully diluted loss per share
Continuing and total operations	(0.07p)	(0.05p)	(0.69p)

 

 

UNAUDITED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2024

 

	Unaudited 6 months ended 30 June 2024	Unaudited 6 months ended 30 June  2023	Audited Year ended 31 December 2023
	£	£	£
ASSETS
Non-current investments
Financial asset investments	1,910,081	5,545,225	2,205,372
Total non-current assets	1,910,081	5,545,225	2,205,372
Current assets
Financial asset investments	-	1,280,498	2,150,000
Trade and other receivables	65,623	1,444,766	729,347
Cash and cash equivalents	2,901,477	2,419,917	1,062,338
Total current assets	2,967,100	5,145,181	3,941,685
Total assets	4,877,181	10,690,406	6,147,057
LIABILITIES
Current liabilities
Trade and other payables	205,096	525,450	901,861
Total current liabilities	205,096	525,450	901,861
Net assets	4,672,085	10,164,956	5,245,196
EQUITY
Share capital	77,540	77,540	77,540
Share premium account	1,568,353	1,568,353	1,568,353
Share options reserve	201,034	201,034	201,034
Retained earnings	2,825,158	8,318,029	3,398,269
Total equity	4,672,085	10,164,956	5,245,196

    

UNAUDITED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

	Called up  share   capital	Share premium account	Share options reserve	Retained earnings	Total equity
	£	£	£	£	£
Balance at 1 January 2023	77,540	1,568,353	201,034	8,740,811	10,587,738
Loss for the year and total comprehensive expense	-	-	-	(5,342,542)	(5,342,542)
Balance at 31 December 2023	77,540	1,568,353	201,034	3,398,269	5,245,196
Loss for the period and total comprehensive expense	-	-	-	(573,111)	(573,111)
Balance at 30 June 2024	77,540	1,568,353	201,034	2,825,158	4,672,085

 

UNAUDITED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

 

	Unaudited 6 months ended 30 June  2024	Unaudited 6 months ended 30 June 2023	Audited Year ended 31 December 2023
	£	£	£
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation	(573,111)	(422,782)	(5,342,542)
Adjustments for:
Profit on disposal of trading investments	(157,760)	-	-
Fair value loss on trading investments	539,527	140,753	4,672,874
Foreign exchange losses on other financial instruments	6,764	106,529	45,154
Operating cash flow before working capital changes	(184,580)	(175,500)	(624,514)
Decrease in trade and other receivables	663,724	410,104	1,125,523
(Decrease)/Increase in trade and other payables	(696,765)	194,489	570,901
NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES	(217,621)	429,093	1,071,910
INVESTING ACTIVITIES
Purchase of investments	(1,000,000)	-	(3,690,590)
Disposal of investments	913,524	-	-
Debt instrument repayments	2,150,000	1,076,840	2,768,037
NET CASH GENERATED FROM/(USED IN) INVESTING ACTIVITIES	2,063,524	1,076,840	(922,553)
NET INCREASE IN CASH AND CASH EQUIVALENTS	1,845,903	1,505,933	149,357
Cash and cash equivalents at the beginning of the period	1,062,338	958,135	958,135
Effect of foreign currency exchange on cash	(6,764)	(44,151)	(45,154)
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	2,901,477	2,419,917	1,062,338

 

 

NOTES TO THE INTERIM REPORT

1.         The financial information set out in this interim report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.  The group's statutory financial statements for the period ended 31 December 2023, prepared under International Financial Reporting Standards (IFRS), have been filed with the Registrar of Companies.  The auditor's report on those financial statements was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The interim financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) and on the same basis and using the same accounting policies as used in the financial statements for the year ended 31 December 2023. The interim financial statements have not been audited or reviewed in accordance with the International Standard on Review Engagement 2410 issued by the Auditing Practices Board.

The financial statements have been prepared on a going concern basis under the historical cost convention.

The Directors believe that the going concern basis is appropriate for the preparation of the financial statements as the Company is in a position to meet all its liabilities as they fall due.

2.         Earnings per share

Earnings per share is calculated by dividing the profit/(loss) attributable to equity shareholders by the weighted average number of shares in issue.

 

	Six months ended 30 June 2024 (unaudited)	Six months ended 30 June 2023 (unaudited)	Year ended 31 December  2023 (audited)
(Loss)/profit from continuing and total operations	(£573,111)	(£422,782)	(£5,342,542)
Weighted average number of shares in the period for basic earnings	775,404,187	775,404,187	775,404,187
Weighted average number of shares in the period for fully diluted earnings	775,404,187	775,404,187	775,404,187
Basic and fully diluted (loss)/earnings per share:
Basic (loss)/earnings per share from continuing and total operations	(0.07p)	(0.05p)	(0.69)p
Fully diluted (loss)/earnings per share from continuing and total operations	(0.07p)	(0.05p)	(0.69)p
For the current period exercise of the outstanding warrants would be anti-dilutive for earnings per share, so the weighted average number of shares in issue is the same for both basic and fully diluted earnings per share calculations.

 

3.         Copies of the interim report can be obtained from: The Company Secretary, RiverFort Global Opportunities plc, Suite 39, 18 High Street, High Wycombe, Buckinghamshire, HP10 8NJ and are available to view and download from the Company's website : www.riverfortglobalopportunities.com

 

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