Anemoi International Ltd (AMOI)
Anemoi International Ltd: Interim Results

11-Aug-2022 / 07:01 GMT/BST
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The issuer is solely responsible for the content of this announcement.


 

Chairman’s Statement

 

Anemoi is pleased to announce its unaudited interim results for the six months to 30 June 2022.

The first six months of 2022 were marked by changes to Swiss FINMA rules, which pushed out Institutional commitments to new technology, rampant inflation with the prospect of Central Bank over-tightening and the prospect of recession.

During the period under review, id4 operated slightly above budgeted expectations for revenue and costs came in under budget. Having said that sales conversion-times are slow, and the Board considers it imprudent to embark on geographic expansion until id4 has shown accelerated traction in its domestic market (Switzerland). On a positive note, current customers are expanding their commitment to id4 and the company currently has 19 offers in front of potential customers and 2 further offers agreed. With the FINMA rules in principal benefitting new technology providers and the healthy sale-pipeline with imminent completion of 50% of the offers, the Board would hope that H2 2022 should show significant operational and financial improvement.

The principal risks and uncertainties for the remaining six months of 2022 revolve around the effects of the predicted recession and inflation noted above. It is felt that the id4 product is protected in many ways from recession due to the legal regulatory requirements that is met by the software, however the Board continue to engage in cost saving reviews to ensure that the going concern considerations of the Group remain long term.

This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2022 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 2021 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.

 

 

 

Duncan Soukup

Chairman

Anemoi International Ltd

10 August 2022

 

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

10 August 2022

 

Unaudited Condensed Statement of Income

For the six months ended 30 June 2022

 

 

6 Months to

6 Months to

Year Ended

 

 

Jun 2022

Jun 2021

Dec 2021

 

GBP

GBP

GBP

Note

Unaudited

Unaudited

Audited

Continuing Operations

 

 

 

 

Revenue

 

45,355

-

5,603

Cost of sales

 

(24,070)

-

(3,525)

Gross profit

 

21,285

-

2,078

Administrative expenses excluding exceptional costs

 

(371,399)

(115,014)

(160,880)

Exceptional administration costs

 

(58,166)

-

(445,796)

Total administrative expenses

 

(429,565)

(115,014)

(606,676)

Operating loss before depreciation

 

(408,280)

(115,014)

(604,598)

Depreciation and Amortisation

4

(42,131)

-

(3,874)

Impairment

 

-

-

-

Operating loss

 

(450,411)

(115,014)

(608,472)

Net financial income/(expense)

3

(384)

(7,855)

4,942

Profit/(loss) before taxation

 

(450,795)

(122,869)

(603,530)

Taxation

 

(685)

-

-

Profit/(loss) for the period

 

(451,480)

(122,869)

(603,530)

 

 

 

 

 

 

 

 

 

 

Earnings per share - GBP pence (using weighted average number of shares)

 

 

 

 

Basic and Diluted

 

(0.29)

(0.38)

(1.55)

Basic and Diluted

6

(0.29)

(0.38)

(1.55)

 

 


Unaudited Condensed Statement of Comprehensive Income

For the six months ended 30 June 2022

 

6 Months to

6 Months to

Year Ended

 

Jun 2022

Jun 2021

Dec 2021

 

GBP

GBP

GBP

 

Unaudited

Unaudited

Audited

 

 

 

 

Loss for the financial year

(451,480)

(122,869)

(603,530)

Other comprehensive income:

 

 

 

Exchange differences on re-translating foreign operations

197,530

(13,563)

(11,779)

Total comprehensive income

(253,950)

(136,432)

(615,309)

 

 

 

 

Attributable to:

 

 

 

Equity shareholders of the parent

(253,950)

(136,432)

(615,309)

Total Comprehensive income

(253,950)

(136,432)

(615,309)

 

 

Unaudited Condensed Statement of Financial Position

As at 30 June 2022

 

 

As at

As at

As at

 

 

Jun 2022

Jun 2021

Dec 2021

 

GBP

GBP

GBP

 

Note

Unaudited

Unaudited

Audited

Assets

 

 

 

 

Non-current  assets

 

 

 

 

Goodwill

4

1,462,774

-

1,462,774

Intangible assets

4

1,429,975

-

1,299,266

Property, plant and equipment

4

10,439

-

10,146

Total non-current assets

 

2,903,188

-

2,772,186

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

 

333,461

7,403

628,636

Cash and cash equivalents

 

2,464,317

1,095,868

2,734,633

Total current assets

 

2,797,778

1,103,271

3,363,269

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

526,991

76,752

729,724

Total current liabilities

 

526,991

76,752

729,724

 

 

 

 

 

Net current assets

 

2,270,787

1,026,519

2,633,545

 

 

 

 

 

Non-current liabilities

 

 

 

 

Long term debt

5

-

229,673

-

Total non-current liabilities

 

-

229,673

-

 

 

 

 

 

Net assets

 

5,173,975

796,846

5,405,731

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

Share capital

7

117,750

1,044,855

117,750

Share premium

 

5,768,771

-

5,768,771

Preference shares

 

246,096

-

246,096

Other Reserves

 

74,330

74,330

74,330

Foreign exchange reserve

 

217,335

(4,173)

(2,389)

Retained earnings

 

(1,250,307)

(318,166)

(798,827)

Total shareholders' equity

 

5,173,975

796,846

5,405,731

 

 

 

 

 

Total equity

 

5,173,975

796,846

5,405,731

 

These financial statements were approved by the board 10 August 2022

Signed on behalf of the board by:  

 

 

 

Duncan Soukup

Unaudited Condensed Statement of Cash Flows

For the six months ended 30 June 2022

 

 

6 Months to

6 Months to

Year ended

 

 

Jun 2022

Jun 2021

Dec 2021

 

GBP

GBP

GBP

Notes

Unaudited

Unaudited

Audited

Cash flows from operating activities

 

 

 

 

Profit/(Loss) for the period

 

(450,411)

(115,014)

(608,472)

(Increase)/decrease in trade and other receivables

 

295,175

(7,403)

-

(Decrease)/increase in trade and other payables

 

(202,733)

55,650

(47,914)

Net exchange differences

 

(35,837)

-

19,688

Depreciation

4

42,131

-

3,874

Cash generated by operations

 

(351,675)

(66,767)

(632,824)

Taxation

 

(685)

 

-

Net cash flow from operating activities

 

(352,360)

(66,767)

(632,824)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Acquisition of subsidiary

 

-

-

18,333

Purchase of intangible assets

4

(115,456)

-

-

Net cash flow in investing activities - continuing operations

(115,456)

-

18,333

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Interest paid

 

(44)

(8,922)

(14,632)

Interest received

 

14

-

-

Issue of ordinary share capital

7

-

240,000

2,415,000

Parent company loan issuance/(repayment)

 

-

65,411

81,893

Net cash flow from financing activities

 

(30)

296,489

2,482,261

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

(467,846)

229,722

1,867,770

Cash and cash equivalents at the start of the period

 

2,734,633

878,642

878,642

Effects of foreign exchange rate changes

 

197,530

(12,496)

(11,779)

Cash and cash equivalents at the end of the period

 

2,464,317

1,095,868

2,734,633

 

 

 

Unaudited Condensed Statement of Changes in Equity

For the six months ended 30 June 2022

 

Attributable to owners of the Company

 

 

 

 

 

 

 

Total

 

Share

Share

Preference

Other

Foreign Exchange

Retained

Shareholders

 

Capital

Premium

Shares

Reserves

Reserves

Earnings

Equity

 

£

£

£

£

£

£

£

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as at
31 December 2020

804,855

-

-

74,330

9,390

(195,297)

693,278

Issuance of Share Capital

240,000

-

-

-

-

-

240,000

Total comprehensive income for the period

-

-

-

-

(13,563)

(122,869)

(136,432)

Balance as at
30 June 2021

1,044,855

-

-

74,330

(4,173)

(318,166)

796,846

Issuance of Preference shares

-

-

246,096

-

-

-

246,096

Conversion of Share Capital to par value

(1,018,479)

1,018,479

-

-

-

-

-

Acquisition of Subsidiary

50,386

2,616,280

-

-

-

-

2,666,666

Issuance of Share Capital

40,988

2,134,012

-

-

-

-

2,175,000

Foreign Exchange on translation

-

-

-

-

1,784

-

1,784

Total comprehensive income for the period

-

-

-

-

-

(480,661)

(480,661)

Balance as at 31 December 2021

117,750

5,768,771

246,096

74,330

(2,389)

(798,827)

5,405,731

Foreign Exchange on translation

-

-

-

-

22,194

-

22,194

Total comprehensive income for the period

-

-

-

-

197,530

(451,480)

(253,950)

Balance as at 30 June 2022

117,750

5,768,771

246,096

74,330

217,335

(1,250,307)

5,173,975

 


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. 

id4 AG is a wholly owned subsidiary of Anemoi and was formed as part of the merger of the former id4 AG (“id4”) with and into its parent, Apeiron Holdings AG on 14 September 2021. id4 was incorporated and registered in the Canton of Lucerne in Switzerland in April 2019 whilst Apeiron Holdings AG was incorporated and registered in December 2018. Following the merger, Apeiron Holdings AG was renamed id4 AG.

On the 17th December 2021, the entire share capital of id4 AG was purchased by Anemoi International Ltd.

 

2 Significant Accounting policies

The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). 

The Group prepares its accounts in accordance with applicable UK Adopted International Accounting Standards “IFRS”.

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 2021.

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 2022 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 2021.

These condensed interim financial statements for the six months ended 30 June 2022 are unaudited and do not constitute full accounts. The independent auditor’s report on the 2021 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.

 

3        Net Financial Expense

 

Six months

Six months

Year

 

ended

ended

ended

 

30 Jun 22

30 Jun 21

31 Dec 21

 

Unaudited

Unaudited

Audited

 

£

£

£

 

 

 

 

Loan interest expense

44

8,906

14,616

Bank interest expense

-

16

16

Bank interest income

(14)

-

-

Foreign currency (gains)/losses

354

(1,067)

(19,574)

 

384

7,855

(4,942)

 

4        Earnings per share
 

 

Six months

Six months

Year

 

ended

ended

ended

 

30 Jun 22

30 Jun 21

31 Dec 21

 

Unaudited

Unaudited

Audited

 

£

£

£

The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and number of shares:

 

 

 

Loss for the period

(451,480)

(122,869)

(603,530)

 

 

 

 

Weighted average number of shares of the Company

157,041,665

32,500,000

38,933,104

 

 

 

 

Earnings per share:

 

 

 

Basic and Diluted (pence)

(0.29)

(0.38)

(1.55)

 

 

 

 

Number of shares outstanding at the period end:

157,041,665

35,999,999

157,041,665

 

 

 

 

Number of shares in issue

 

 

 

Opening Balance

157,041,665

30,000,000

30,000,000

Issuance of Share Capital

-

5,999,999

127,041,665

Basic number of shares in issue

157,041,665

35,999,999

157,041,665

 
 
5        Non-current assets
 

 

 

 

 

Plant

 

 

 

Intangible

and

 

Total

Goodwill

Assets

Equipment

Cost

GBP

GBP

GBP

GBP

Cost at 1 January 2022

2,791,454

1,462,774

1,316,819

11,861

FX movement

61,228

-

60,444

784

 

2,852,682

1,462,774

1,377,263

12,645

Additions

115,456

 

115,456

 

 

 

 

 

 

 

 

 

 

 

Cost at 30 June 2022

2,968,138

1,462,774

1,492,719

12,645

Depreciation

 

 

 

 

Depreciation at 1 January 2022

19,268

-

17,553

1,715

FX movement

-

 

 

 

 

19,268

-

17,553

1,715

Charge for the period on continuing operations

42,131

-

41,772

359

FX movement

3,551

-

3,419

132

 

 

 

 

 

Depreciation at 30 June 2022

64,950

-

62,744

2,206

 

 

 

 

 

Closing net book value at 30 June 2022

2,903,188

1,462,774

1,429,975

10,439

For impairment testing purposes, management considers the operations of the Group to represent a single cash generating unit (CGU), providing software and digital solutions to the financial services industry. The directors have assessed the recoverable amount of goodwill which in accordance with IAS 36 is the higher of its value in use and its fair value less costs to sell (fair value), in determining whether there is evidence of impairment.

The fair value of the CGU as at 30 June 2022 is considered by the directors to be fairly represented by the value in use of the CGU, which supports the view that the goodwill is not impaired. Given the early stage of the development post acquisition and sales pipeline alongside no other indications of impairment, the directors do not consider there to be any indication that the goodwill is impaired.

 

6        Borrowings

 

As at

As at

As at

 

30 Jun 22

30 Jun 21

31 DAec 21

 

Unaudited

Unaudited

Audited

Non-current liabilities

£

£

£

Convertible loan note drawdown

-

218,453

-

Interest accrued

-

11,220

-

Total Borrowing

-

229,673

-

 

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 December 2020, USD$3,063 of interest had been accrued on a drawn down balance of USD$221,139. On the 17th December 2021, prior to the acquisition of id4 and new issuance of shares, the loans were converted to preference shares and 334,956 shares were allotted.

 

7        Share Capital

 

As at

As at

As at

 

30 Jun 22

30 Jun 21

31 Dec 21

 

Unaudited

Unaudited

Audited

 

£

£

£

Authorised share capital:

 

 

 

Unlimited ordinary shares of $0.001 each

-

-

-

 

 

 

 

 

 

 

 

Fully subscribed shares

 

 

 

29,950,000 ordinary shares of $0.04 each

1,200,000

1,200,000

1,200,000

Exchange rate adjustment

             1.3649

             1.3649

             1.3649

29,950,000 ordinary shares in GBP

879,185

879,185

879,185

Placing 5,999,999 ordinary shares of £0.04

240,000

240,000

240,000

Conversion of shares to par value of $.0001 at rate of 1.3649

(1,092,810)

-

(1,092,810)

Issuance of 66,666,666 shares for acquisition of id4 AG

50,387

-

50,387

Placing of 54,375,000 shares of $0.001

40,988

-

40,988

Less fair value of options and warrants

-

(74,330)

-

Total

117,750

1,044,855

117,750

 

 

 

 

 

Number

Number

Number

 

of shares

of shares

of shares

Fully subscribed shares

157,041,665

35,999,999

157,041,665

 

 

 

 

Balance at close of period

157,041,665

35,999,999

157,041,665

 

Under the Company’s articles of association, the Board is authorised to offer, allot, grant options over or otherwise dispose of any unissued shares. Furthermore, the Directors are authorised to purchase, redeem or otherwise acquire any of the Company’s own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Further, the Company may redeem its own shares for such amount, at such times and on such notice as the directors may determine, provided that any such redemption is pro rata to each shareholders’ then percentage holding in the Company.

On the 14th April 2021, a total of 5,999,999 new DIs (the "Placing DIs") were placed by at a price of £0.04 per Placing DIs (the "Placing") with existing and new investors ("Placees") raising gross proceeds of approximately £240,000. The Placing DIs represent Ordinary Shares representing 20 per cent. of the Ordinary Share capital of the Company prior to the Placing.

On the 16th August 2021 the Board announced that the par value of its issued and outstanding ordinary shares of no par value had changed to US$0.001 per Ordinary Share. The total number of issued shares with voting rights remained unchanged at 35,999,999 Ordinary Shares. Aside from the change in nominal value, the rights attaching to the Ordinary Shares (including all voting and dividend rights and rights on a return of capital) remained unchanged.

On the 17th December 2021, following the acquisition of id4 AG, 66,666,666 New Ordinary Shares of $0.001 were issued to the shareholders of id4 in settlement of consideration for the acquisition and the Company was readmitted to trading on the London Stock Exchange.

On the 17th December 2021, alongside the acquisition of id4 AG, 54,375,000 New Ordinary Shares of $0.001 were issued in a further placing with existing and new investors, raising a total of £2,175,000.

 
8        Related Party Transactions

 

Thalassa Holdings Ltd, which holds shares in the Group is related by common control through the Chairman, Duncan Soukup.

Thalassa Holdings Ltd invoiced the Group for administration costs totalling £8,709 (June 2021:£37,293, Dec 2021: £48,302)). At the period end the balance owed to Thalassa totalled £340,768 (June 2021: £26,147, Dec 2021: £360,264.

Consultancy and administrative services were accrued on behalf of a company in which the Chairman has a beneficial interest, the Group were invoiced £77,556 of fees in the period (Jun 2021: £9,525. Dec 2021:£19,263).

Athenium Consultancy Ltd, a company controlled by the Director, Tim Donell, and in which the Group owns shares invoiced the group for financial and corporate administration services totalling £75,000 for the period (Jun 2021: nil, Dec 2021: nil).

 

9        Subsequent events

There were no subsequent events to report

 

10    Copies of the Interim Report

 

The interim report is available on the Company’s website: www.anemoi-international.com.

 

 



ISIN: VGG0419A1057
Category Code: IR
TIDM: AMOI
LEI Code: 213800MIKNEVN81JIR76
OAM Categories: 1.2. Half yearly financial reports and audit reports/limited reviews
Sequence No.: 180577
EQS News ID: 1417919

 
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