28 September 2021
This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
Anemoi International Ltd
(Reuters: AMOI.L, Bloomberg: AMOI:LN)
("Anemoi" or the "Company")
Interim Results for the period ended 30 June 2021
CHAIRMAN'S STATEMENT
I am happy to present the unaudited interim accounts for the six months to 30 June 2021. Whilst the first six months of 2021 were uneventful, the board continues to review potential transactions and looks forward to the second half of the financial year.
As part of this ongoing review, the Board of Anemoi are pleased to announce that the Company has signed non-legally binding heads of terms with the shareholders of id4 AG which set out the key terms for the proposed acquisition of the entire issued share capital of id4. Although the full details are yet to be determined, this is an exciting acquisition.
id4 is a Software as a Service (SaaS) company specialised in the provision of digital Customer Lifecycle Management ("CLM") solutions for financial and non-financial institutions. id4 was nominated as one of the RegTech 100 in 2020 as well as receiving the Best Compliance Solution Award in 2020 and the Best Fintech Solution Award in 2021 at the WealthBriefing Swiss Awards.
Should the Acquisition complete, it would constitute a Reverse Take Over under the Listing Rules therefore, at the request of the Company, the FCA has suspended the Company's listing on the standard segment of the Official List and trading on the Main Market of the London Stock Exchange has also been suspended as of the 28th July 2021 pending the publication of a prospectus providing further detail on id4 and the Company as enlarged by the Acquisition, or an announcement that the RTO is not proceeding.
This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2021 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.
The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2020 and any public announcements made by Anemoi International Ltd during the interim reporting period.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
Responsibility Statement
We confirm that to the best of our knowledge:
a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';
b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to enable them to assess the Company's strategy and the potential for that strategy to succeed. The IMR should not be relied on by any other party or for any other purpose.
Duncan Soukup
Chairman
Anemoi International Ltd
20 September 2021
| Enquiries: |
|
| Anemoi International Ltd |
|
| Duncan Soukup (Chairman) | +33 (0)6 78 63 26 89 |
Condensed Statement of Income
For the six months ended 30 June 2021
|
|
| 6 Months to | Period to |
|
|
| Jun 2021 | Dec 2020 |
| Note | GBP | GBP | |
| Continuing Operations |
|
|
|
| Revenue |
| - | - |
| Cost of sales |
| - | - |
| Gross profit / (loss) |
| - | - |
| Administrative expenses excluding exceptional costs |
| (115,014) | (102,747) |
| Exceptional administration costs |
| - | (88,817) |
| Total administrative expenses |
| (115,014) | (191,564) |
| Operating loss |
| (115,014) | (191,564) |
| Net financial income/(expense) | 3 | (7,855) | (3,733) |
| Profit/(loss) before taxation |
| (122,869) | (195,297) |
| Taxation |
| - | - |
| Profit/(loss) for the period |
| (122,869) | (195,297) |
|
|
|
|
|
|
|
|
|
|
| Loss per share - pence (using weighted average number of shares) |
|
|
|
| Basic and Diluted - Continuing Operations |
| (0.38p) | (0.65p) |
| Basic and Diluted | 5 | (0.38p) | (0.65p) |
Condensed Statement of Comprehensive Income
For the six months ended 30 June 2021
|
| 6 Months to | Period to |
|
| Jun 2021 | Dec 2020 |
| GBP | GBP | |
| Loss for the financial year | (122,869) | (195,297) |
| Other comprehensive income: |
|
|
| Exchange differences on re-translating foreign operations | (13,563) | 9,390 |
| Total comprehensive income | (136,432) | (185,907) |
|
|
|
|
| Attributable to: |
|
|
| Equity shareholders of the parent | (136,432) | (185,907) |
| Non-Controlling interest | - | - |
| Total Comprehensive income | (136,432) | (185,907) |
Condensed Statement of Financial Position
As at 30 June 2021
|
|
| Jun 2021 | Dec 2020 |
| Note | GBP | GBP | |
| Assets |
|
|
|
|
|
|
|
|
| Current assets |
|
|
|
| Trade and other receivables |
| 7,403 | - |
| Cash and cash equivalents |
| 1,095,868 | 878,642 |
| Total current assets |
| 1,103,271 | 878,642 |
|
|
|
|
|
| Liabilities |
|
|
|
| Current liabilities |
|
|
|
| Trade and other payables |
| 76,752 | 21,101 |
| Total current liabilities |
| 76,752 | 21,101 |
|
|
|
|
|
| Net current assets |
| 1,026,519 | 857,541 |
|
|
|
|
|
| Non-current liabilities |
|
|
|
| Long term debt | 4 | 229,673 | 164,263 |
|
|
|
|
|
| Total non-current liabilities |
| 229,673 | 164,263 |
|
|
|
|
|
| Net assets |
| 796,846 | 693,278 |
|
|
|
|
|
| Shareholders' Equity |
| ||
| Share capital | 6 | 1,044,855 | 804,855 |
| Other Reserves - Warrant Options |
| 74,330 | 74,330 |
| Foreign exchange reserve |
| (4,173) | 9,390 |
| Retained earnings |
| (318,166) | (195,297) |
| Total shareholders' equity |
| 796,846 | 693,278 |
| Total equity |
| 796,846 | 693,278 |
Condensed Statement of Cash Flows
For the six months ended 30 June 2021
|
|
| 6 Months to | Period to |
|
| Notes | Jun 2021 | Dec 2020 |
|
| GBP | GBP | |
| Cash flows from operating activities |
|
|
|
| Operating Loss |
| (115,014) | (191,564) |
| Increase in other receivables |
| (7,403) | - |
| Increase in other payables |
| 55,650 | 21,101 |
| Cash generated by operations |
| (66,767) | (170,463) |
|
|
|
|
|
| Cash flows from financing activities |
|
|
|
| Interest Paid |
| (8,922) | (2,357) |
| Issue of ordinary share capital | 6 | 240,000 | 879,185 |
| Parent company loan issuance/(repayment) |
| 65,411 | 164,263 |
| Net cash flow from financing activities - continuing operations |
| 296,489 | 1,041,091 |
|
|
|
|
|
|
|
|
|
|
| Net increase in cash and cash equivalents |
| 229,722 | 870,628 |
| Cash and cash equivalents at the start of the period |
| 878,642 | - |
| Effects of foreign exchange rate changes |
| (12,496) | 8,014 |
| Cash and cash equivalents at the end of the period |
| 1,095,868 | 878,642 |
Condensed Statement of Changes in Equity
For the six months ended 30 June 2021
|
| Attributable to owners of the Company | ||||
|
|
|
|
|
| Total |
|
| Share | Other | Foreign Exchange | Retained | Shareholders |
|
| Capital | Reserves | Reserves | Earnings | Equity |
|
| £ | £ | £ | £ | £ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Opening Balance | - | - | - | - | - |
| Issuance of Share Capital | 879,185 | - | - | - | 879,185 |
| Other Reserves - Warrant Options | (74,330) | 74,330 | - | - | - |
| Total comprehensive income for the period |
| - | 9,390 | (195,297) | (185,907) |
| Balance as at | 804,855 | 74,330 | 9,390 | (195,297) | 693,278 |
| Issuance of Share Capital | 240,000 | - | - | - | 240,000 |
| Other Reserves - Warrant Options | - | - | - | - | - |
| Total comprehensive income for the period | - | - | (13,563) | (122,869) | (136,432) |
| Balance as at | 1,044,855 | 74,330 | (4,173) | (318,166) | 796,846 |
ACCOUNTING POLICIES
The Group prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the UK
Notes to the Condensed Financial Information
1 General information
Anemoi International Ltd (the "Company") is a British Virgin Island ("BVI") International business company ("IBC"), incorporated and registered in the BVI on 6 May 2020. The Company is a holding company actively seeking investment opportunities.
2 Significant Accounting policies
The Company prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom.
The financial statements are expressed in GBP
The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as those applied by the Company in its consolidated financial statements as at 31 December 2020.
The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.
2.1 Basis of preparation
The condensed consolidated interim financial information for the six months ended 30 June 2021 has been prepared in accordance with International Accounting Standard No. 34, 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended 31 December 2020.
These condensed interim financial statements for the six months ended 30 June 2021 are unaudited and do not constitute full accounts. The independent auditor's report on the 2020 financial statements was not qualified.
2.2 Going concern
The financial information has been prepared on the going concern basis as management consider that the Company has sufficient cash to fund its current commitments for the foreseeable future.
Notes Condensed Financial Information Continued
3 Net Financial Expense
|
| 6 Months to | Period to |
|
| Jun 2021 | Dec 2020 |
|
| GBP | GBP |
|
|
|
|
| Loan interest payable | 8,906 | 2,357 |
| Bank interest expense | 16 |
|
| Foreign currency (gains)/losses | (1,067) | 1,376 |
|
| 7,855 | 3,733 |
4 Borrowings
|
| 2021 | 2020 |
| Non-current liabilities | GBP | GBP |
| Convertible loan note drawdown | 218,453 | 161,905 |
| Interest accrued | 11,220 | 2,358 |
| Total Borrowing | 229,673 | 164,263 |
In October 2020 the Company issued 10% cumulative convertible loan notes in integral multiples of USD$1.00 for a total of USD$350,000. As at the period end USD$15,400 of interest had been accrued on a drawn down balance of USD$299,824. The notes are redeemable on the second anniversary of the execution date. They have been translated at the year end rate in to GBP.
5 Earnings per share
|
| 6 Months to | Period to |
|
| Jun 2021 | Dec 2020 |
|
| GBP | GBP |
| The calculation of earnings per share is based on |
|
|
| Loss for the period from continuing operations | (122,869) | (195,297) |
| Loss for the period | (122,869) | (195,297) |
|
|
|
|
| Weighted average number of shares of the Company | 32,500,000 | 30,000,000 |
|
|
|
|
| Loss per share: |
|
|
| Basic and Diluted (pence) | (0.38p) | (0.65p) |
Notes Condensed Financial Information Continued
6 Share Capital
|
| As at | As at |
|
| 30 Jun 2021 | 31 Dec 2020 |
|
|
|
|
| Authorised share capital: |
|
|
| 100,000,000 ordinary shares of no par value | - | - |
|
|
|
|
|
|
|
|
| Fully subscribed shares |
|
|
| 29,950,000 ordinary shares of $0.04 each | 1,198,000 | 1,198,000 |
| Exchange rate adjustment | 1.3649 | 1.3649 |
| 29,950,000 ordinary shares in GBP | 879,185 | 879,185 |
| Placing of 5,999,999 ordinary shares of £0.04 | 240,000 | - |
| Less fair value of options and warrants | (350,501) | - |
| Total | 768,684 | 879,185 |
|
|
|
|
|
| Number | Number |
|
| of shares | of shares |
|
|
|
|
| Fully Subscribed shares as per above | 35,949,999 | 29,950,000 |
| Fully Subscribed shares of no value | 50,000 | 50,000 |
| Total | 35,999,999 | 30,000,000 |
Under the Company's amended memorandum of association of 25 May 2021, the Company is authorised to issue an unlimited number of shares of one class.
During the period 5,999,999 ordinary shares were placed at a price of £0.04 per share with existing and new investors (the Placing), bringing the total issued share capital of the company to 35,999,999 Ordinary Shares of no par value.
Simultaneous to the Placing the Company granted to subscribers:
(i) 5,999,999 'A' warrants with an exercise period of one year from the first anniversary of the date of grant entitling an 'A' warrantholder to subscribe for one ordinary share of the Company for each warrant held at a subscription price of £0.08; and
(ii) 5,999,999 'B' warrants with an exercise period of one year from the second anniversary of the date of grant entitling a warrantholder to subscribe for one ordinary share of the Company for each warrant held at a subscription price of £0.12
in each case with the subscription rights and price per ordinary share being subject to adjustment in the event of any share splits or share consolidations by the Company.
Accelerated subscription rights apply to both 'A' warrant and 'B' warrants in the event that the Company undertakes further equity fund raises (including in connection with a merger, acquisition or reverse takeover transaction) .
The Company may, at any time during the exercise periods of the 'A' warrants and 'B' warrants when the Company's share price equals or exceeds the subscription price applicable to each class of warrant, without notice purchase any warrants at any price by tender, private treaty or otherwise. The Company may accept the surrender of a Warrant at any time. Any Warrants so purchased or surrendered will be cancelled by the Company, which will not be at liberty to reissue or resell them.
Notes Condensed Financial Information Continued
7 Related Party Transactions
Thalassa Holdings Ltd, which holds shares in the Company is related by common control through the Chairman, Duncan Soukup.
The staff costs incurred by the Company are recharged from Thalassa Holdings Ltd totalling £37,293 for the period.
Consultancy and administrative services were accrued on behalf of a company in which the Chairman has a beneficial interest, the Group accrued $13,000 of fees in the period (2020 : nil). There was no further director's remuneration for the period.
8 Subsequent events
The Company's M&A were amended by a written resolution of the board on 15th July 2021 such that the Company is authorised to issue shares of one class with a par value of US$0.001
Luca Tomasi was appointed as a director of the Company by a written resolution of the board passed on 1 July 2021.
9 Copies of the Interim Report
The interim report is available on the Company's website: www.anemoi-international.com.
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