16 August 2022
TMT INVESTMENTS PLC
("TMT" or the "Company")
Half-year report for the six months to 30 June 2022
TMT Investments Plc (AIM: TMT), the venture capital company investing in high-growth technology companies, is pleased to announce its unaudited interim results for the half-year ended 30 June 2022.
The interim report will shortly be available on the Company's website, www.tmtinvestments.com.
Highlights:
· NAV per share of US$6.68 (down 25.8% from US$9.00 as of 31 December 2021)
· Total NAV of US$210.1 million (down from US$283.1 million as of 31 December 2021)
· 5-year IRR of 26.6% per annum
· US$7.3 million of investments across 6 new and existing companies in the first half of 2022
· Diversified global portfolio of over 55 companies focused mainly around SaaS (software-as-a-service), marketplaces, big data/cloud, EdTech, FinTech, e-commerce, and FoodTech solutions
· US$13 million in cash reserves as of 15 August 2022
Alexander Selegenev, Executive Director of TMT, commented:
"The first half of 2022 saw continued investor interest in high-growth, high-quality digital technology companies, resulting in positive revaluations of several of TMT's portfolio companies that have demonstrated ongoing growth throughout the period and received further validation for their business models by raising fresh equity capital at higher valuations, namely Accern, Outfund, FemTech, Spin Technology and Feel. In tandem, most other portfolio companies have continued to either grow their businesses quietly in the background or diligently react to the evolving market situation, adapting and repositioning their businesses as required.
We were reasonably pleased with our portfolio companies' performance in the first half of 2022, especially against the backdrop of the recent market volatility and the worsening economic outlook for the global economy. While the recent period of uncertainty has not been long enough to have a broad and sustained negative effect on the underlying businesses of technology companies, the recent larger-cap public market sell-off has led to reduced valuations of privately held start-ups, although with a significantly lower negative effect on the valuations of earlier-stage start-ups, the stage at which TMT is most closely focused.
The significantly reduced share prices of publicly traded technology companies negatively affected the value of TMT's equity stake in NASDAQ-traded cloud storage company Backblaze (www.backblaze.com), resulting in a US$43.6 million reduction in the value of TMT's investment in Backblaze as at 30 June 2022. Despite such financial market volatility, Backblaze's business has been developing well, recording 28% revenue growth in the second quarter of 2022 compared to the same period of 2021 and the recent announcement of many new partnerships and integrations. Backblaze remains well capitalised with a reported net cash position of approximately US$51 million at 30 June 2022.
Consistent with TMT's prudent valuation policy, the Company has also decided to reduce the fair value of its equity stake in Bolt (www.bolt.eu) by 28%, despite the fact that the previous valuation level was established on the back of Bolt's successful €628 million equity raise, which completed only recently in January 2022 - after the market correction had started. This decision reflects the significant reduction in the values of Bolt's publicly traded peers, namely Uber and Lyft, as of 30 June 2022.
Business-wise, both Bolt and Backblaze, as well as most of TMT's other portfolio companies, have continued to perform reasonably well, with very few investees experiencing clear difficulties at this juncture.
Substantial recent cash exits from Wrike ($23m in 2018), Pipedrive (US$41m in 2020) and Depositphotos (initial cash exit consideration of US$12.9m in 2021), together with other cash exits and the proceeds of the Company's fund raise conducted in October 2021 (which raised US$19.3 million before expenses), have been reinvested into earlier and mid-stage companies as part of planning the next generation of the portfolio's potential winners. In the first half of 2022, TMT made US$7.3m of investments into 6 existing and new portfolio companies. As of 30 June 2022, early and mid-stage companies represented 45.1% of TMT's total portfolio value and 95% of the total number of portfolio companies.
TMT is continuing to source and identify investment opportunities very selectively and at appropriate valuation levels, whilst employing an extremely cautious general investment approach for the time being. With no financial debt and cash reserves of approximately US$13 million at 15 August 2022), TMT is well positioned to ride out the current market volatility and make selective investments when the right opportunities present themselves. The Company expects a number of positive revaluations across its portfolio by the end of 2022 and will update shareholders on relevant developments as appropriate."
For further information contact:
TMT Investments Plc Alexander Selegenev Executive Director
| +44 (0)1534 281 800 (Computershare - Company Secretary)
alexander.selegenev@tmtinvestments.com
|
Strand Hanson Limited (Nominated Adviser) James Bellman / James Dance
| +44 (0)20 7409 3494 |
Cenkos Securities plc (Joint Broker) Ben Jeynes
| +44 (0)20 7397 8900 |
Hybridan LLP (Joint Broker) Claire Louise Noyce
| +44 (0)20 3764 2341 |
Kinlan Communications David Hothersall
| +44 (0)20 7638 3435 |
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European (Withdrawal) Act 2018 (as amended).
About TMT Investments Plc
TMT Investments Plc invests in high-growth technology companies across a number of core specialist sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has a current investment portfolio of over 55 companies and net assets of US$210 million as of 30 June 2022. The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation. The Company is traded on the AIM market of the London Stock Exchange. www.tmtinvestments.com.
EXECUTIVE DIRECTOR'S STATEMENT
The first half of 2022 saw substantially increased market and economic volatility. The effect of this volatility has had a mixed effect on privately held technology companies.
While the recent period of uncertainty has not been long enough to have a broad and sustained negative effect on the underlying businesses of technology companies, the recent larger-cap public market sell-off has led to reduced valuations of privately held start-ups, although with a significantly lower negative effect on the valuations of earlier-stage start-ups, the stage at which TMT Investments Plc ("TMT" or the "Company") is most closely focused. Indeed, the period saw continued investor interest in high-growth, high-quality digital technology companies, resulting in positive revaluations of several of TMT's portfolio companies which have demonstrated ongoing growth throughout the period and received further validation for their business models by raising fresh equity capital at higher valuations during the period.
As can be seen from the BVP Cloud Index (https://cloudindex.bvp.com/), median valuation multiples for larger-cap publicly traded technology companies have fallen sharply, in effect returning to the more sustainable levels seen in 2013-2017. With regard to privately held start-ups, it is mainly the valuations of later-stage companies (i.e. Series B and later) that have been negatively affected (https://stack.angellist.com/valuations).
The significantly reduced share prices of publicly traded technology companies negatively affected the value of TMT's equity stake in NASDAQ-traded cloud storage company Backblaze (www.backblaze.com), resulting in a US$43.6 million reduction in the value of TMT's investment in Backblaze as at 30 June 2022.
Consistent with TMT's prudent valuation policy, the Company has also decided to reduce the fair value of its equity stake in Bolt (www.bolt.eu) by 28%, despite the fact that the previous valuation level was established on the back of Bolt's successful €628 million equity raise, which completed only recently in January 2022 - after the market correction had started. This decision reflects the significant reduction in the values of Bolt's publicly traded peers, namely Uber and Lyft, as of 30 June 2022.
Business-wise however, both Bolt and Backblaze, as well as most of TMT's other portfolio companies, have continued to perform reasonably well, with very few investees experiencing clear difficulties at this juncture.
The main negative effect of increased market and economic volatility on earlier-stage start-ups is not a reduction in valuation levels per se, but the generally lower availability of funding. We are seeing that founders are having to go the extra mile to prove the quality and potential of their businesses, as investors become more discerning. High-quality fast-growing earlier-stage start-ups, however, can still currently demand broadly similar valuation levels as they did prior to 2022.
In that sense, the current composition of TMT's portfolio has turned out to be quite auspicious. Following a number of successful exits from later-stage portfolio companies (such as Wrike, Pipedrive, and Depositphotos) in recent years, TMT redeployed the cash proceeds into mainly late-Seed / pre Series-A opportunities, whose valuations have proven to be much more defensive in the current environment. TMT's approach to investing in earlier-stage stage companies is to avoid overpaying and to remain highly diligent when investing in follow-on rounds, which provides extra buffer in the event of future down rounds. In addition, the fact that many of the investments TMT made at those stages were structured in the form of convertible notes currently provides further defence against potential down rounds.
NAV per share
The Company's NAV per share decreased by 25.8% in the first half of 2022 to US$6.68 as at 30 June 2022 (31 December 2021: US$9.00), mainly as a result of the significant downward revaluation of Backblaze and Bolt during H1 2022.
Operating expenses
In the first half of 2022, the Company's administrative expenses of US$772,317 were slightly below corresponding 2021 levels (H1 2021: US$802,919), reflecting the Company's reduced level of investment and business development activities during the period.
Financial position
As of 30 June 2022, the Company had no financial debt and cash reserves of approximately US$14 million (31 December 2021: US$26 million). As of 15 August 2022, the Company had cash reserves of approximately US$13 million.
Outlook
TMT has a diversified investment portfolio of over 55 companies, focused primarily on big data/cloud, SaaS (software-as-a-service), marketplaces, e-commerce, FinTech, EdTech and FoodTech, most of which continue to benefit from the ongoing shift to online consumer habits and remote working.
The recent military conflict in Ukraine, followed by the broad sanctions against Russia, have undoubtedly added significantly to global market uncertainty. TMT invests globally and its portfolio is highly diversified in terms of revenue origin from its underlying companies. Given the international nature of online/digital businesses, a small number of the Company's earlier-stage portfolio companies have varying degrees of revenue exposure to Russia and Ukraine. At the time of TMT's 2021 Annual Report published in March 2022, the Company said it had identified a total of approximately US$4.6 million of potential write-downs across eight of its portfolio companies that were most likely to be negatively affected by the military conflict in Ukraine. The actual negative effect from the relevant events estimated in this report has turned out to be smaller than initially anticipated, with only four portfolio companies' valuations negatively affected (see the Portfolio Developments section below). This has resulted in a corresponding US$2.25 million negative effect on the Company's NAV.
A number of negative trends and factors continue to affect the prospects of the wider global economy, and the ultimate effect on the technology sector and its participants will depend on how global dynamics unfold in the coming months.
Despite the ongoing volatility, investors continue to be interested in high-quality technology businesses, and TMT is continuing to source and identify such opportunities very selectively and at appropriate valuation levels, whilst employing an extremely cautious general investment approach for the time being. With no financial debt and cash reserves of approximately US$13 million at 15 August 2022), TMT is well positioned to ride out the current market volatility and make selective investments when the right opportunities present themselves. The Company expects a number of positive revaluations across its portfolio by the end of 2022 and will update shareholders on relevant developments as appropriate.
Alexander Selegenev
Executive Director
15 August 2022
PORTFOLIO DEVELOPMENTS
We were reasonably pleased with our portfolio companies' performance in the first half of 2022, especially against the backdrop of the recent market volatility and worsening economic outlook for the global economy. A number of portfolio companies received further validation for their business models by raising fresh equity capital at higher valuations. In tandem, most other portfolio companies have continued to either grow their businesses quietly in the background or diligently react to the evolving market situation, adapting and repositioning their businesses as required. In addition, the Company continues its policy of seeking to reduce the value of underperforming investees as soon as there is enough evidence to support such decisions.
While the selling pressure on publicly-traded technology companies in the first half of 2022 has directly negatively affected the valuation of NASDAQ-traded Backblaze (TMT's second largest portfolio holding), Backblaze's business has been developing well - with 28% revenue growth in the second quarter of 2022 compared to the same period of 2021 and the recent announcement of many new partnerships and integrations. Backblaze remains well capitalised with a reported net cash position of approximately US$51 million at 30 June 2022, and at its share price as of 11 August 2022 was valued at approximately 2.2 times its announced expected 2022 revenue.
Despite the prudent reduction in the estimated value of Bolt based on comparable multiples, Bolt remains well-capitalised and continues to grow successfully across its multiple business lines and geographic markets.
As for the rest of the portfolio, many of the Company's investees entered the current period of volatility with freshly raised funds and continue to grow and optimize their businesses.
Portfolio performance:
The following developments have had an impact on, and are reflected in, the Company's NAV and/or financial statements as of 30 June 2022 in accordance with applicable accounting standards.
Full and partial cash exits, and positive revaluations:
· Accern, a no-code AI platform for the financial service industry (www.accern.com), completed a new equity funding round. The transaction represented a revaluation uplift of US$1.6 million (or 124%) in the fair value of TMT's investment, compared to the previous reported amount as of 31 December 2021.
· MTL Financial, trading as Outfund, a revenue-based financing provider (www.out.fund), completed a new equity funding round. The transaction represented a revaluation uplift of US$1.5 million (or 112%) in the fair value of TMT's investment, compared to the previous reported amount as of 31 December 2021.
· FemTech, a London-based technology accelerator focused on female founders (www.femtechlab.com), completed a new equity funding round. The transaction represented a revaluation uplift of US$0.9 million (or 318%) in the fair value of TMT's investment, compared to the previous reported amount as of 31 December 2021.
· Spin Technology, an all-in-one SaaS data protection platform for mission-critical SaaS apps (www.spin.ai), completed a new equity funding round. The transaction represented a revaluation uplift of US$0.7 million (or 221%) in the fair value of TMT's investment, compared to the previous reported amount as of 31 December 2021.
· Feel, a subscription-based multivitamin and supplement producer (www.wearefeel.com), completed a new equity funding round. The transaction represented a revaluation uplift of US$0.1 million (or 3%) in the fair value of TMT's investment, compared to the previous reported amount as of 31 December 2021 (adjusted for the value of TMT's additional investment made in Feel in 2022).
Negative revaluations:
The following of the Company's portfolio investments were negatively revalued in the first half of 2022:
Portfolio Company | Write-down amount (US$) | Reduction as % of fair value reported as of 31 Dec 2021 | Reasons for write-down |
Academy of Change | 670,000 | 67% | Insufficient progress in the last year; revenue exposure to Russia |
Anews | 330,000 | 100% | Lack of progress in the last year |
Backblaze | 43,593,102 | 69% | Based on the closing mid-market price of US$5.23 per share on 30 June 2022 |
Bolt | 29,054,520 | 28% | Based on comparable company multiple analysis (reduction from the previous valuation based on Bolt's independent equity financing round completed in January 2022) |
EdVibe | 750,001 | 50% | Insufficient progress in the last year; revenue exposure to Russia |
Hugo | 1,976,290 | 53% | Acquisition by Delivery Hero announced in Oct 2021 has not completed; valuation returned to the previous level |
StudyFree | 500,000 | 50% | Lack of progress in the last 1.5 years |
Total | 76,873,913 |
|
|
Key developments for the five largest portfolio holdings in the first half of 2022 (source: TMT's portfolio companies):
Bolt (ride-hailing and food delivery service):
· Active in over 450 cities globally (up from over 400 cities as of 31 December 2021)
· Triple-digit annualised revenue growth
Backblaze (cloud storage provider):
· Double-digit annualised revenue growth continued
· Multiple new integrations and partnerships building basis for future growth
PandaDoc (proposal automation and contract management software):
· Double-digit annualised revenue growth
· Over 35,000 paying clients (from over 30,000 as of 31 December 2021)
· Acquisition of LiveNotary to launch a remote online notarisation service
3S Money Club (provider of corporate multi-currency bank accounts):
· Triple-digit annualised revenue growth
· Profitable and cash flow positive
Scentbird (Perfume, wellness and beauty product subscription service):
· Stable revenue
· Near break-even
· Over 600 scents in the product range
New investments:
Given the high level of market uncertainty and volatility, TMT was even more selective in the first half of 2022, investing approximately US$7.3 million across the following companies:
· Initial €825,000 in Bairrissimo, LDA, trading as Bairro, an instant food and grocery delivery company in Portugal (www.bairro.io);
· Initial US$4,000,000 in SOAX Ltd, a SaaS-enabled marketplace of tools to collect publicly available data on a scale (https://soax.com);
· Additional €400,000 in Postoplan OÜ, a social network marketing platform, which helps create, schedule, and promote content (www.postoplan.app);
· Initial £999,918 in Laundryheap Limited, a marketplace for on-demand laundry and dry-cleaning services (www.laundryheap.com);
· Additional US$250,000 in Legionfarm, Inc., an online game coaching platform (www.legionfarm.com); and
· Additional £250,000 in Feel Holdings Limited, a subscription-based multivitamin and supplement producer (www.wearefeel.com).
ESG POLICY
Introduction
As with most business sectors, technology has the capacity to make the world a better place. Given the high pace of technology innovation we are witnessing, TMT believes this capacity is intensified in the case of technology. However, technological innovation for its own sake is meaningless unless it results in tangible benefits in terms of productivity, improved user experience, higher efficiency, positive impact in its chosen sectors, improved profitability or other desired objectives.
ESG evaluation can be carried out in a number of different ways. Among other factors, its effectiveness will depend on the questions being addressed, the principles being applied and the quality of data available. Indeed, at times the prioritising of some principles can have a negative impact on others, given the asymmetric nature of benefits that can sometimes arise. An example is when alleviation of poverty in the short term comes at a higher environmental cost.
The social and economic fallout from the COVID-19 pandemic has served to put the ESG agenda into sharper relief and has accelerated the intensity of focus. TMT started to formalise its approach to ESG in its initial ESG Policy announced in the 2021 Annual Report, which is being confirmed in this 2022 Interim Report and will be subsequently updated as required.
As an investment company, TMT has been monitoring ESG issues and taking them into account before they began to enter the mainstream investment agenda. As such, the Company has made a number of investments in ESG-focused companies that also meet TMT's investment criteria. These include Timbeter, a SaaS solution for quick and accurate timber measurement and data management, which is making the forestry industry more sustainable, profitable and efficient (www.timbeter.com); eAgronom, which provides a unique combination of services to grain farmers: carbon programmes, an AI-powered consulting service and farm management software enabling farmers to build sustainable businesses and preserve nature (www.eagronom.com); Mobilo, an eco-friendly solution allowing users to digitally share contact details instead of using paper/plastic business cards and turn meetings into leads (www.mobilocard.com); and FemTechLab, Europe's first tech accelerator focused on female founders (www.femtechlab.com);
TMT holds minority positions in its portfolio companies and therefore can exert influence on ESG matters in two main ways: first, by screening investments for exclusion from investment and second, by engaging in constructive dialogue with portfolio companies and monitoring progress. The Company's ESG policy reflects this approach.
TMT itself, as an investment company with limited internal resources, has little impact on the environment. The Company's team is mindful of reducing its travel, paper consumption, energy costs and other environmental impact wherever possible. TMT has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code for Small & Mid-Sized Companies, which already covers a number of well-established ESG items.
TMT's ESG policy is outlined below.
TMT's 3 guiding ESG principles for portfolio companies: relevant, realistic and accountable
TMT's three ESG principles guide and inform potential portfolio companies of the Company's approach to ESG and are at the core of what good ESG looks like. They are specific and challenging, whilst allowing portfolio companies to engage with them both at an earlier stage of development and as they grow in size.
Relevant
· Is the investee addressing ESG where it can make the greatest impact in terms of its business model?
· Has the investee undertaken an ESG materiality assessment and, if so, how has this informed its ESG framework?
· Have ESG risks, as well as opportunities, been identified?
Realistic
· Is the investee developing an ESG roadmap as part of its business plan?
· Are the investee's ESG objectives achievable in view of its current resources?
· What resources does the investee need to consider in order to progress on its ESG roadmap?
Accountable
· How is the investee evaluating its ESG activities and engagement?
· Is the investee conducting ESG benchmarking against its peers?
· Does the investee review its ESG metrics and reporting process in view of latest ESG, scientific and technological developments?
TMT's approach
TMT's ESG policy is based on a 3-step approach:
Step 1: Filter out by Exclusion list
TMT's exclusion list sets out the sectors, businesses and activities in which the Company will not invest due to having as their objective, or direct impact on, any of the following:
1. Slavery, human trafficking, forced or compulsory labour, or unlawful / harmful child labour.
2. Production or sale of illegal or banned products, or involvement in illegal activities.
3. Activities that compromise endangered or protected wildlife.
4. Production or sale of hazardous chemicals, pesticides and waste.
5. Manufacture, distribution or sale of arms or ammunitions.
6. Manufacture of, or trade in, tobacco or drugs.
7. Manufacture or sale of pornography.
8. Trade in human body parts or organs.
9. Animal testing other than for the satisfaction of medical regulatory requirements.
10. Production or other trade related to unbonded asbestos fibres.
Step 2: Assess level of ESG Engagement
Step 2 focuses on assessing how the proposed portfolio company incorporates ESG in its business model and company culture.
In its investment selection process, TMT examines how each potential investee company is addressing and incorporating ESG issues based on TMT's principles of being relevant, realistic and accountable, feeding the results into an evaluation sheet for presentation to TMT's Initial Investment Committee and the Formal Investment Committee. If necessary, remedial actions or areas for improvement are agreed with the investee company. For follow-on investments, TMT requires a formal update from the investee highlighting any divergence from TMT's initial assessment.
Step 3: Engagement with portfolio companies on ESG
ESG by its very nature is a journey, which needs to adapt to changing environmental, social and governance dynamics, in view of latest developments. Two-way dialogue and engagement with portfolio companies is an essential part of this journey, in which both parties are sharing and learning. TMT therefore includes ESG topics as part of its continuous engagement with portfolio companies.
FINANCIAL STATEMENTS
Statement of Comprehensive Income (unaudited)
|
| For the six months ended 30/06/2022 | | For the six months ended 30/06/2021 | |
| Notes | USD | | USD |
|
| | | | |
|
(Losses)/Gains on investments | 3 | (72,148,629) | | 41,971,813 |
|
Dividend income | | 105,700 | | - |
|
Total investment (loss)/income | | (72,042,929) | | 41,971,813 |
|
Expenses | | |
| |
|
Bonus scheme payment charge | 6 | - | | (372,556) |
|
Administrative expenses | 5 | (772,317) | | (802,919) |
|
Operating (loss)/ gain | | (72,815,246) |
| 40,796,338 |
|
Currency exchange loss | | (185,967) | | (81,059) |
|
(Loss)/Gain before taxation |
| (73,001,213) |
| 40,715,279 |
|
Taxation | 7 | - |
| - |
|
(Loss)/Gain attributable to equity shareholders |
| (73,001,213) |
| 40,715,279 |
|
Total comprehensive (loss)/income for the year | | (73,001,213) | | 40,715,279 |
|
(Loss)/Gain per share |
|
|
|
|
|
Basic and diluted (loss)/gain per share (cents per share) | 8 | (232.11) | | 139.50 | |
Statement of Financial Position
| | At 30 June 2022 USD | | At 31 December 2021 USD | ||
| | Unaudited | | Audited | ||
| Notes | | | | ||
Non-current assets |
| | | | ||
Financial assets at FVPL | 9 | 200,560,955 | | 265,454,136 | ||
Total non-current assets |
| 200,560,955 |
| 265,454,136 | ||
|
| | | | ||
Current assets |
|
|
|
| ||
Trade and other receivables | 10 | 1,745,642 | | 2,050,649 | ||
Cash and cash equivalents | 11 | 13,957,990 | | 25,527,801 | ||
Total current assets |
| 15,703,632 |
| 27,578,450 | ||
Total assets |
| 216,264,587 |
| 293,032,586 | ||
| | | | | ||
Current liabilities |
| | | | ||
Trade and other payables | 12 | 6,138,037 | | 9,904,823 | ||
Total current liabilities |
| 6,138,037 | | 9,904,823 | ||
| | | | | ||
Total liabilities |
| 6,138,037 | | 9,904,823 | ||
| | | | | ||
|
|
|
|
| ||
Net assets |
| 210,126,550 |
| 283,127,763 | ||
|
|
|
|
| ||
Equity |
|
|
|
| ||
Share capital | 13 | 53,283,415 | | 53,283,415 | ||
Retained profit | | 156,843,135 | | 229,844,348 | ||
Total equity |
| 210,126,550 |
| 283,127,763 | ||
Statement of Cash Flows (unaudited)
|
| For the six months ended 30/06/2022 | For the six months ended 30/06/2021 |
|
| Notes | USD | USD |
|
| | | |
|
Operating activities | | | |
|
Operating (loss)/gain | | (72,815,246) | 40,796,338 |
|
Adjustments for non-cash items |
|
|
|
|
Changes in fair value of financial assets at FVPL | 3 | 72,176,280 | (41,852,901) | |
Currency exchange loss | | (185,966) | (81,059) | |
|
| (824,932) | (1,137,622) |
|
Changes in working capital | |
|
|
|
Decrease/(Increase) in trade and other receivables | 10 | 305,007 | (291,387) |
|
Decrease in trade and other payables | 12 | (3,766,786) | (2,252,526) |
|
Net cash used in operating activities | | (4,286,711) | (3,681,535) |
|
Investing activities | |
|
|
|
Interest received | | - | - |
|
Purchase of financial assets at FVPL | 9 | (7,283,100) | (14,081,056) |
|
Proceeds from sale of financial assets at FVPL | 9 | - | 1,628,923 |
|
Net cash used in investing activities | | (7,283,100) | (12,452,133) |
|
Financing activities | | | |
|
Net cash from financing activities | | - | - |
|
Decrease in cash and cash equivalents | | (11,569,811) | (16,133,668) |
|
Cash and cash equivalents at the beginning of the period | 11 | 25,527,801 | 39,004,288 |
|
Cash and cash equivalents at the end of the period | 11 | 13,957,990 | 22,870,620 |
|
Statement of Changes in Equity (unaudited)
| | Share capital | Retained profit | Total |
| |
| | USD | USD | USD |
| |
Balance at 01 January 2021 | | 34,790,174 | 143,132,533 | 177,922,707 |
| |
Gain for the year | | - | 86,711,815 | 86,711,815 |
| |
Total comprehensive income for the year |
| - | 86,711,815 | 86,711,815 |
| |
Transactions with owners in their capacity as owners: |
|
|
|
|
|
|
Issue of shares |
| 18,493,241 | - | 18,493,241 |
|
|
Balance at 31 December 2021 | | 53,283,415 | 229,844,348 | 283,127,763 |
| |
Loss for the period |
| - | (73,001,213) | (73,001,213) |
| |
Total comprehensive (loss)/ income for the period |
| - | (73,001,213) | (73,001,213) |
| |
Balance at 30 June 2022 | | 53,283,415 | 156,843,135 | 210,126,550 |
|
NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2022
1. Company information
TMT Investments Plc ("TMT" or the "Company") is a company incorporated in Jersey with its registered office at 13 Castle Street, St Helier, JE1 1ES, Channel Islands.
The Company was incorporated and registered on 30 September 2010 in Jersey under the Companies (Jersey) Law 1991 (as amended) with registration number 106628 under the name TMT Investments Limited. The Company obtained consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1985 on 30 September 2010. On 1 December 2010 the Company re-registered as a public company and changed its name to TMT Investments Plc. The Company's ordinary shares were admitted to trading on the AIM market of the London Stock Exchange on 10 December 2010.
The memorandum and articles of association of the Company do not restrict its activities and therefore it has unlimited legal capacity. The Company's ability to implement its Investing Policy and achieve its desired returns will be limited by its ability to identify and acquire suitable investments. Suitable investment opportunities may not always be readily available.
The Company will seek to make investments in any region of the world.
Financial statements of the Company are prepared by and approved by the Directors in accordance with International Financial Reporting Standards, International Accounting Standards and their interpretations issued or adopted by the International Accounting Standards Board as adopted by the European Union ("IFRSs"). The Company's accounting reference date is 31 December.
2. Summary of significant accounting policies
2.1 Basis of presentation
Interim financial statements for the six months ended 30 June 2022 and 2021 are unaudited and were approved by the Directors on 15 August 2022. They do not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The financial statements for the year ended 31 December 2021 were prepared in accordance with International Financial Reporting Standards as adopted by the EU. The report of the auditor on those financial statements was unqualified and did not draw attention to any matters by way of emphasis of matter.
The principal accounting policies applied by the Company in the preparation of these unaudited financial statements are set out below and have been applied consistently.
The financial statements have been prepared on a going concern basis, under the historical cost basis as modified by the fair value of financial assets at ("FVTPL"), as explained in the accounting policies below, and in accordance with IFRS. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
2.2 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of the Company are measured in United States Dollars ('US dollars', 'USD' or 'US$'), which is the Company's functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into US$ using the exchange rates prevailing at the dates of the transactions. Exchange differences arising from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
Conversation rates, USD | |||||||
Currency |
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|
|
| At 30/06/2022 | Average rate, for six months ended 30/06/2022 |
|
British pounds, £ | | | | | 1.2143 | 1.2987 |
|
Euro, € | | | | | 1.0452 | 1.0933 |
|
2.3 New IFRSs and interpretations
The following standards and amendments became effective from 1 January 2022, but did not have any material impact on the Company:
• Amendments to IAS 16 "Property, Plant and Equipment"
• Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Asserts"
• Amendments to IFRS 3 "Business Combination"
3 (Loss)/Gain on investments
| For six months ended 30/06/2022 | For six months ended 30/06/2021 |
| USD | USD |
Gross interest income from convertible notes receivable | 19,780 | 18,844 |
Net interest income from convertible notes receivable | 19,780 | 18,844 |
(Losses)/Gains on changes in fair value of financial assets at FVPL | (72,176,280) | 41,852,901 |
Other gains on investment (revaluation of receivables) | 7,871 | 100,068 |
Total (loss)/gain on investments | (72,148,629) | 41,971,813 |
4 Segmental analysis
Geographic information
The Company has investments in six principal geographical areas - USA, Estonia, the United Kingdom, British Virgin Islands ('BVI'), Cyprus, and The Cayman Islands.
Non-current financial assets
As at 30/06/2022
| USA | Other | BVI | Cyprus | Estonia | United Kingdom | The Cayman Islands | Total |
| USD | USD | USD | USD | USD | USD | USD | USD |
Equity investments | 66,399,723 | 500,000 | 1,780,250 | 330,000 | 77,382,608 | 25,656,362 | - | 172,048,943 |
Convertible notes & SAFEs | 17,349,132 | 942,233 | - | 3,600,000 | 1,784,185 | 3,806,462 | 1,030,000 | 28,512,012 |
Total | 83,748,855 | 1,442,233 | 1,780,250 | 3,930,000 | 79,166,793 | 29,462,824 | 1,030,000 | 200,560,955 |
As at 31/12/2021
| USA | Other | BVI | Cyprus | Estonia | United Kingdom | Cayman Islands | Total |
| USD | USD | USD | USD | USD | USD | USD | USD |
Equity investments | 112,296,648 | - | 3,756,540 | 1,000,000 | 106,437,128 | 20,017,105 | - | 243,507,421 |
Convertible notes & SAFEs | 14,620,030 | - | - | 3,600,000 | 1,332,985 | 1,363,700 | 1,030,000 | 21,946,715 |
Total | 126,916,678 | - | 3,756,540 | 4,600,000 | 107,770,113 | 21,380,805 | 1,030,000 | 265,454,136 |
5 Administrative expenses
Administrative expenses include the following amounts:
| For six months ended 30/06/2022 | For six months ended 30/06/2021 |
| USD | USD |
Staff expenses (note 6) | 414,602 | 395,818 |
Professional fees | 188,923 | 228,715 |
Legal fees | 60,092 | 83,048 |
Bank and LSE charges | 6,746 | 8,034 |
Audit and accounting fees | 25,522 | 17,851 |
Other expenses | 76,432 | 69,453 |
| 772,317 | 802,919 |
6 Staff expenses
| For six months ended 30/06/2022 | For six months ended 30/06/2021 |
| USD | USD |
Directors' fees | 108,002 | 103,218 |
Wages and salaries | 306,600 | 292,600 |
| 414,602 | 395,818 |
Wages and salaries shown above include fees and salaries relating to the six months ended 30 June. Bonus Plan costs are not included in administrative expenses and are shown separately.
The Directors' fees for the six months ended 30 June 2022 and 2021 were as follows:
| For six months ended 30/06/2022 | For six months ended 30/06/2021 |
| USD | USD |
Alexander Selegenev | 55,000 | 55,000 |
Yuri Mostovoy | 27,500 | 27,500 |
James Joseph Mullins | 14,171 | 15,218 |
Andrea Nastaj | 1,984 | - |
Petr Lanin | 9,347 | 5,500 |
| 108,002 | 103,218 |
The Directors' fees shown above are all classified as 'short term employment benefits' under International Accounting Standard 24. The Directors do not receive any pension contributions or other benefits. The average number of staff employed (excluding Directors) by the Company during the six months ended 30 June 2022 was 7 (six months ended 30 June 2021: 7).
Key management personnel of the Company are defined as those persons having authority and responsibility for the planning, directing and controlling the activities of the Company, directly or indirectly. Key management of the Company are therefore considered to be the Directors of the Company. There were no transactions with the key management, other than their Directors fees, bonuses and reimbursement of business expenses.
| For six months ended 30/06/2022 | For six months ended 30/06/2021 |
| USD | USD |
Bonus scheme payment charge related to previous periods | - | 372,556 |
| - | 372,556 |
Under the Company's Bonus Plan, subject to achieving a minimum hurdle NAV and high watermark conditions, the team receives an annual cash bonus equal to 10% of the net increases in the Company's NAV, adjusted for any changes in the Company's equity capital resulting from issuance of new shares, dividends, share buy-backs and similar corporate transactions. The Company`s bonus year runs from 1 January to 31 December. If, pursuant to the Company's Bonus Plan, the bonus attributable to the NAV increase from 1 January 2022 to 30 June 2022 had been accrued during the period, it would have resulted in a bonus charge of US$nil (2021: US$4,108,784).
7 Income tax expense
The Company is incorporated in Jersey. No tax reconciliation note has been presented as the income tax rate for Jersey companies is 0%.
8 (Loss)/Gain per share
The calculation of basic loss per share is based upon the net loss for the six months ended 30 June 2022 attributable to the ordinary shareholders of US$73,001,213 (for the six months ended 30 June 2021: net gain of US$40,715,279) and the weighted average number of ordinary shares outstanding calculated as follows:
(Loss)/Gain per share | For the six months ended 30/06/2022 | For six months ended 30/06/2021 |
Basic (loss)/gain per share (cents per share) | (232.11) | 139.50 |
(Loss)/Gain attributable to equity holders of the entity | (73,001,213) | 40,715,279 |
The weighted average number of ordinary shares outstanding was calculated as follows:
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| For the six months ended 30/06/2022 | For the six months ended 30/06/2021 |
Weighted average number of shares in issue |
|
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Ordinary shares | 31,451,538 | 29,185,831 |
| 31,451,538 | 29,185,831 |
During the six months ended 30 June 2022 and 30 June 2021 there were no dilutive instruments in issue.
9 Non-current financial assets
Reconciliation of fair value measurements of non-current financial assets:
| At 30 June 2022 USD | At 31 December 2021 USD |
Investments held at fair value through profit and loss | | |
- unlisted shares (i) | 178,170,405 | 241,461,421 |
- promissory notes (ii) | 3,354,215 | 4,266,715 |
- SAFEs (iii) | 19,036,335 | 17,680,000 |
- Shares to be issued (iv) | - | 2,046,000 |
| 200,560,955 | 265,454,136 |
| At 30 June 2022 USD | At 31 December 2021 USD |
Opening valuation | 265,454,136 | 144,803,154 |
Purchased at cost | 7,283,100 | 40,540,924 |
Disposal proceeds | - | (18,489,994) |
Disposal due to full impairment | (330,000) | - |
Realised gain | - | 6,294,635 |
Unrealised (losses)/gains | (71,846,281) | 92,305,417 |
Closing valuation | 200,560,955 | 265,454,136 |
Movement in unrealised gains |
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|
Opening accumulated unrealised gains | 195,706,888 | 111,980,464 |
Movement in unrealised (losses)/gains | (71,846,281) | 92,305,417 |
Transfer of previously unrealised losses/(gains) to realised reserve on disposal of Investments | 670,000 | (8,578,993) |
Closing accumulated unrealised gains | 124,530,607 | 195,706,888 |
Reconciliation of investments, if held under the cost (less impairment) model: |
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|
Historic cost basis |
|
|
Opening book cost | 69,747,248 | 32,822,690 |
Purchases (including consulting and legal fees) | 7,283,100 | 40,540,924 |
Disposal on sale of investment | - | (3,616,366) |
Disposal due to impairment | (1,000,000) | - |
Closing book cost | 76,030,348 | 69,747,248 |
Valuation methodology |
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Mid-market price | 19,553,338 | 63,146,440 |
Revenue multiple | 80,912,234 | 6,590,954 |
Cost or price of recent equity funding round (reviewed for impairment and fair value adjustment) | 100,095,383 | 195,716,742 |
| 200,560,955 | 265,454,136 |
Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.
When measuring the fair value of a financial instrument, the Company uses relevant transactions during the year or shortly after the year end, which gives an indication of fair value and considers other valuation methods to provide evidence of value. The "price of recent investment" methodology is used mainly for venture capital investments, and the fair value is derived by reference to the most recent equity financing round or sizeable partial disposal. Fair value change is only recognised if that round involved a new external investor. From time to time, the Company may assess the fair value in the absence of a relevant independent equity transaction by relying on other market observable data and valuation techniques, such as the analysis of revenue multiples of comparable companies and/or comparable transactions. The nature of such valuation techniques is highly judgmental and dependent on the market sentiment at the time of the analysis.
(i) Equity investments as at 30 June 2022:
Investee company | Date of initial investment | Value at 1 Jan 2022, USD | Additions to equity investments during the period, USD | Conversions from loan notes, USD | Gain/(loss) from changes in fair value of equity investments, USD | Disposals, USD | Value at 30 Jun 2022, USD | Equity stake owned |
Wanelo | 21.11.2011 | 602,447 | - | - | - | - | 602,447 | 4.69% |
Backblaze | 24.07.2012 | 63,146,440 | - | - | (43,593,102) | - | 19,553,338 | 11.82% |
Remote.it | 13.06.2014 | 1,512,642 | - | - | | - | 1,512,642 | 1.64% |
Anews | 25.08.2014 | 330,000 | - | - | (330,000) | - | - | 9.41% |
Bolt | 15.09.2014 | 103,375,800 | - | - | (29,054,520) | - | 74,321,280 | 1.26% |
PandaDoc | 11.07.2014 | 16,185,773 | - | - | - | - | 16,185,773 | 1.18% |
FullContact | 11.01.2018 | 244,506 | - | - | - | - | 244,506 | 0.19% |
ScentBird | 13.04.2015 | 6,590,954 | - | - | - | - | 6,590,954 | 4.18% |
Workiz | 16.05.2016 | 3,971,659 | - | - | - | - | 3,971,659 | 1.89% |
Usual (Vinebox) | 06.05.2016 | 450,015 | - | - | - | - | 450,015 | 1.91% |
MEL Science | 25.02.2019 | 2,663,696 | - | - | - | - | 2,663,696 | 3.40% |
Hugo | 19.01.2019 | 3,756,540 | - | - | (1,976,290) | - | 1,780,250 | 3.55% |
Qumata (Healthy Health) | 06.06.2019 | 1,818,822 | - | - | - | - | 1,818,822 | 2.52% |
eAgronom | 31.08.2018 | 447,087 | - | - | - | - | 447,087 | 1.41% |
Rocket Games(Legionfarm) | 16.09.2019 | 200,000 | - | - | - | - | 200,000 | 1.26% |
Timbeter | 05.12.2019 | 221,688 | - | - | - | - | 221,688 | 4.64% |
Classtag | 03.02.2020 | 200,000 | - | - | - | - | 200,000 | 1.70% |
3S Money Club | 07.04.2020 | 8,253,630 | - | 2,046,000 | - | - | 10,299,630 | 11.38% |
Hinterview | 21.09.2020 | 891,107 | - | - | - | - | 891,107 | 4.97% |
Virtual Mentor (Allright) | 12.11.2020 | 772,500 | - | - | - | - | 772,500 | 2.95% |
NovaKid | 13.11.2020 | 2,949,855 | - | - | - | - | 2,949,855 | 1.55% |
MTL Financial (OutFund) | 17.11.2020 | 1,322,100 | - | - | 1,478,052 | - | 2,800,152 | 3.66% |
Scalarr | 15.08.2019 | 1,378,282 | - | - | - | - | 1,378,282 | 7.66% |
Accern | 21.08.2019 | 1,282,705 | - | - | 1,591,179 | - | 2,873,884 | 3.21% |
Feel | 13.08.2020 | 2,035,512 | 314,275 | 1,363,700 | 92,975 | - | 3,806,462 | 11.30% |
Affise | 18.09.2019 | 3,470,870 | - | - | - | - | 3,470,870 | 8.71% |
3D Look | 03.03.2021 | 1,000,000 | - | - | - | - | 1,000,000 | 3.77% |
FemTech | 30.03.2021 | 274,220 | - | - | 871,325 | - | 1,145,545 | 9.36% |
Muncher | 23.04.2021 | 2,059,999 | - | - | - | - | 2,059,999 | 4.77% |
Cyberwrite | 20.05.2021 | 500,000 | - | - | - | - | 500,000 | 3.71% |
VertoFX | 16.07.2021 | 1,132,999 | - | - | - | - | 1,132,999 | 3.24% |
Academy of Change | 02.08.2021 | 1,000,000 | - | - | (670,000) | - | 330,000 | 7.69% |
EstateGuru | 06.09.2021 | 1,780,200 | - | - | - | - | 1,780,200 | 2.73% |
Prodly | 06.09.2021 | 1,800,000 | - | - | - | - | 1,800,000 | 4.39% |
Sonic Jobs | 08.09.2021 | 712,018 | - | - | - | - | 712,018 | 2.77% |
EdVibe (Study Space, Inc) | 02.11.2021 | 1,500,001 | - | - | (750,001) | - | 750,000 | 7.36% |
1Fit (Alippe, Inc) | 24.12.2021 | 500,000 | - | - | - | - | 500,000 | 4.70% |
Laundry Heap | 01.01.2022 | - | 1,325,392 | - | - | - | 1,325,392 | 2.44% |
SOAX | 21.01.2022 | - | 4,000,000 | - | - | - | 4,000,000 | 9.41% |
Agendapro | 15.04.2021 | 515,000 | - | - | - | - | 515,000 | 2.00% |
Outvio | 22.06.2021 | 612,353 | - | - | - | - | 612,353 | 4.00% |
Total | | 241,461,421 | 5,639,667 | - | (72,340,382) | - | 178,170,405 | |
(ii) Convertible loan notes as at 30 June 2022:
Investee company
| Date of initial investment | Value at 1 Jan 2022, USD | Additions to convertible note investments during the period, USD | Conversions from loan notes, USD | Gain/(loss) from changes in fair value of convertible notes, USD | Disposals/ conversions, USD | Value at 30 Jun 2022, USD | Term, years | Interest rate, % |
ShareThis | 26.03.2013 | 570,030 | - | - | - | - | 570,030 | 5.0 | 1.09% |
Metrospeedy | 16.07.2021 | 1,000,000 | - | - | - | - | 1,000,000 | - | 0.00% |
Feel | 08.10.2021 | 1,363,700 | - | - | - | (1,363,700) | - | - | - |
Postoplan | 18.12.2020 | 1,332,985 | 451,200 | - | - | - | 1,784,185 | 1.0 | 5.00% |
Total |
| 4,266,715 | 451,200 | - | - | - | 3,354,215 |
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|
(iii) SAFEs as at 30 June 2022:
Investee company
| Date of initial investment | Value at 1 Jan 2022, USD | Additions to SAFE investments during the period, USD | Gain/(loss) from changes in fair value of SAFE investments, USD | Disposals, USD | Value at 30 Jun 2022, USD |
Adwisely (Retarget) | 24.09.2019 | 1,600,000 | - | - | - | 1,600,000 |
Spin Technology | 17.12.2018 | 300,000 | - | 664,102 | - | 964,102 |
Cheetah (Go-X) | 29.07.2019 | 350,000 | - | - | - | 350,000 |
Rocket Games (Legionfarm) | 17.09.2019 | 1,200,000 | 250,000 | - | - | 1,450,000 |
Classtag | 03.02.2020 | 200,000 | - | - | - | 200,000 |
Moeco | 08.07.2020 | 500,000 | - | - | - | 500,000 |
Collectly | 13.07.2021 | 2,060,000 | - | - | - | 2,060,000 |
StudyFree | 08.12.2020 | 1,000,000 | - | (500,000) | - | 500,000 |
Aurabeat | 03.05.2021 | 1,030,000 | - | - | - | 1,030,000 |
OneNotary (Adorum) | 01.10.2021 | 500,000 | - | - | - | 500,000 |
BaFood | 05.11.2021 | 2,000,000 | - | - | - | 2,000,000 |
Educate online | 16.11.2021 | 1,000,000 | - | - | - | 1,000,000 |
My Device Inc | 30.11.2021 | 850,000 | - | - | - | 850,000 |
Mobilo (Lulu Systems, Inc) | 09.12.2021 | 1,030,000 | - | - | - | 1,030,000 |
Muncher | 13.12.2021 | 2,000,000 | - | - | - | 2,000,000 |
Bairro (BAIRRÍSSIMO, LDA) | 12.01.2022 | - | 942,233 | - | - | 942,233 |
Synder (CloudBusiness Inc) | 26.05.2021 | 2 060,000 | - | - | - | 2,060,000 |
Total |
| 17,680,000 | 1,192,233 | 164,102 | - | 19,036,335 |
(iv) Shares to be issued as at 30 June 2022:
Investee company
| Date of initial investment | Value at 1 Jan 2022, USD | Additions to equity investments during the period, USD | Conversions from loan notes, USD | Gain/loss from changes in fair value of equity investments, USD | Disposals/ conversions, USD | Value at 30 Jun 2022, USD |
| |
3S Money Club | 07.04.2020 | 2,046,000 | - | - | - | (2,046,000) | - | ||
Total |
| 2,046,000 | - | - | - | - | - | ||
10 Trade and other receivables
| At 30 June 2022 | At 31 December 2021 |
| USD | USD |
Prepayments | 36,248 | 53,412 |
Other receivables | 1,610,220 | 1,917,843 |
Interest receivable on promissory notes | 99,174 | 79,394 |
| 1,745,642 | 2,050,649 |
The fair values of trade and other receivables approximate to their carrying amounts as presented above. During the six months ended 30 June 2022 and 2021 no balances were past due or impaired, and no credit losses had been expected.
Other receivables include the amounts receivable from the disposal of TMT's investments in DepositPhotos (US$1,262,484), Klear (US$227,658), and KitApps (US$5,521), as well as the value (US$114,557 as of 30 June 2022) of the publicly traded shares in 3D Systems Inc., received by TMT as partial consideration for the disposal of its investment in Volumetric.
11 Cash and cash equivalents
The cash and cash equivalents as at 30 June 2022 include cash in banks. Cash and cash equivalents comprise the following:
| At 30 June 2022 | At 31 December 2021 |
| USD | USD |
Bank balances | 13,957,990 | 25,527,801 |
| 13,957,990 | 25,527,801 |
The following table represents an analysis of cash and equivalents by rating agency designation based on Moody`s Investors Service and Standards & Poor`s credit rating or their equivalent:
| At 30 June 2022 | At 31 December 2021 |
| USD | USD |
Bank balances | | |
A3 rating | 13,939,893 | 25,512,940 |
Baa3 rating | 2,709 | 3,296 |
Not rated | 15,388 | 11,565 |
| 13,957,990 | 25,527,801 |
12 Trade and other payables
| At 30 June 2022 | At 31 December 2021 |
| USD | USD |
Salaries payable | 140,752 | 82,500 |
Directors' fees payable | - | 40,534 |
Bonus payable | 5,977,983 | 9,676,043 |
Trade payables | 7,785 | 73,042 |
Other current liabilities | 3,513 | - |
Other accrued expenses | 8,004 | 32,704 |
| 6,138,037 | 9,904,823 |
The fair values of trade and other payables approximate to their carrying amounts as presented above. The bonus payable amount as of 30 June 2022 relates to the bonuses earned in year 2021.
13 Share capital
On 30 June 2022 the Company had an authorised share capital of unlimited ordinary shares of no par value and had issued ordinary share capital of:
| At 30 June 2022 | At 31 December 2021 |
| USD | USD |
Share capital | 53,283,415 | 53,283,415 |
| | |
Issued capital comprises: | Number | Number |
Fully paid ordinary shares | 31,451,538 | 31,451,538 |
|
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|
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|
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| Number of shares | Share capital, USD |
Balance at 31 December 2021 | 31,451,538 | 53,283,415 |
Balance at 30 June 2022 | 31,451,538 | 53,283,415 |
There have been no changes to the Company's ordinary share capital between 30 June 2022 and the date of approval of these financial statements.
14 Related party transactions
The Company's Directors receive fees and bonuses from the Company, details of which can be found in Note 6.
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