APQ Global Limited
("APQ Global" or the "Company")
Final Results
FINANCIAL HIGHLIGHTS
For the year ended 31 December 2023
Book Value at 31 December 2023 was $23.65m, an increase from $7.24m at the start of the year. The term "book value" herein includes the assets of APQ Global Limited and its consolidated subsidiaries[1] net of any liabilities, presented in US dollars.
Book Value per share in the year increased from 9.21 cents to 30.10 cents. The main factor driving the book value increase was the performance of the Direct Investments Portfolio.
Profit per share for the year was $0.20941 (2022: Loss per share of $0.20843).
Dividends paid are considered a Key Performance Indicator[2] (KPI) of the business. No dividends were paid or declared during the year due to the dividend hold in place (2022: nil).
In the year covered by these financial statements, the share price of the Company has consistently traded at a discount to the actual Book Value of the Company[3].
No new securities have been admitted to the Official list of the International Stock Exchange or to trading on AIM during the year.
There have been further AIM market trades since 31 December 2023, details of these can be found on the London Stock Exchange website by following the link below. Monthly book values and semi-annual reports are also made available as they fall due.
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The Company confirms that the annual report and accounts for the year ended 31 December 2023 will today be posted to shareholders who have requested information in hard copy.
Following the publication of its audited financial results for the year ended 31 December 2023, the shares will remain suspended from trading on AIM until the publication of the interim results to 30 June 2024, which the Company expects to publish by the end of November 2024.
Notwithstanding the ongoing temporary suspension of trading in the Company's ordinary shares, the Company will continue to make announcements as and when there are developments that require announcement in accordance with its obligations under the AIM Rules for Companies.
| The Company's consolidated financial position at 31 December 2023 is summarised as: | | |
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| | | USD |
| Securities and Direct Investments | | 38,502,687 |
| Fixed assets | | 141,778 |
| Cash at banks/brokers | | 14,652,012 |
| Short term receivables | | 6,299,553 |
| Private loans | | 860,000 |
| Other assets | | 900,820 |
| Total assets |
| 61,356,850 |
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| Liability in respect of Convertible Unsecured Loan stock ("CULS") | | 36,710,043 |
| Other liabilities | | 997,807 |
| Total liabilities |
| 37,707,850 |
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| Total equity |
| 23,649,000 |
FINANCIAL HIGHLIGHTS (continued)
For the year ended 31 December 2023
The group securities and underlying investments are made up of:
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| | USD |
| ARGTES 15 1/2 10/17/26 Corp | 227,610 |
| FX Derivatives (fx hedge) | 402,187 |
| Palladium Trust Services (Private Company) | 23,213 |
| New Markets Media & Intelligence (Private Company) | 472,951 |
| Parish Group (Private Company) | 4,760,103 |
| Delphos International Ltd (Private Company) | 27,041,000 |
| Delphos Canada Limited (Private Company) | 1,482,928 |
| Promethean Trustees (Private Company) | 23,472 |
| Promethean Advisory (Private Company) | 387,732 |
| Delphos MMJ (Private Company) | 1,000,100 |
| Delphos Services Limited (Private Company) | 2,159,018 |
| Delphos Milan S.R.L. (Private Company) | 307,071 |
| Delphos Design D.o.o. (Private Company) | 215,302 |
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| Total Securities and Underlying Investments | 38,502,687 |
For further enquiries, please contact:
| APQ Global Limited | 020 3478 9708 |
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| Singer Capital Markets - Nominated Adviser and Broker | 020 7496 3000 |
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| Suntera - TISE sponsor | 01481 737 277 |
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| Investor Relations IR@APQGlobal.com | |
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Notes to Editors
APQ Global Limited
APQ Global (ticker: APQ LN) is an investment company incorporated in Guernsey. The Company focuses its investment activities globally (in Asia, Latin America, Eastern Europe, the Middle East, Africa and the Channel Islands, particularly). The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses as well as earning revenue from income generating operating activities in capital markets. APQ Global run a well-diversified and liquid portfolio, take strategic stakes in selected businesses and plan to take operational control of companies through the acquisition of minority and majority stakes in companies with a focus on emerging markets. For more information, please visit apqglobal.com.
CHAIRMAN'S STATEMENT
For the year ended 31 December 2023
The aim of the Board is to steadily grow the Company's earnings seeking to deliver attractive returns and capital growth through a combination of investing in growing businesses globally as well as earning revenue from income generating operating activities[4] in entities forming part of the Company's investment portfolio. Specifically, our goals are to deliver a dividend yield of 6% per annum (based on capital subscribed)[5] and in addition to generate returns to grow the Company by a further 5-10% per annum[6]. The Company focuses its investment activities globally (in Asia, Latin America, Eastern Europe, the Middle East, Africa, as well as the Channel Islands).
Dividends
As of 31 December 2023, the payment of dividends remains on hold until further notice.
Total Return
Book Value per share in the year increased from 9.21 cents to 30.10 cents. The Total Return for the year was 226.49%[7]. The main factor driving the book value increase was the performance of the Direct Investments Portfolio.
Corporate Governance
During 2023 there was one change to the Board of APQ Global, with the departure of Al-Wadhah Al-Adawi in September 2023. The Board continues to have in place corporate governance arrangements which are appropriate for the operation of the Company. Further details of these may be found in the appropriate sections of this Report.
Following the 2023 AGM, the board and company engaged with shareholders to understand the disagreement with the remuneration per resolution 4 as well as the rationale for voting against the reappointment of directors in resolutions 5-7. The company has ensured that shareholders' concerns about the share price performance have been taken onboard and the company's key focus is to continue to value add and provide significant growth to the shareholders and all decisions are made with this in mind.
Conclusion
The Board are pleased to have been able to take opportunities to develop the Direct Investment Portfolio which is now very well positioned to capitalise from several growing trends globally.
Following the passing of the resolution at the CULS holder meeting on the 30th September 2024, the company paid £3.5m to CULS holders on the 30th October 2024. The Board also remains committed to the repayment of the remaining outstanding CULS notional of £26.1m as soon as possible and no later than the 31st March 2025 ("Settlement Date"). The Company is actively engaged in refinancing discussions with counterparties and Delphos' operations are forecast to generate sufficient cashflows to repay the CULS no later than the Settlement Date.
Wayne Bulpitt CBE
Chair, APQ Global Limited
CEO'S STATEMENT
For the year ended 31 December 2023
In 2023, the world witnessed several major geopolitical developments that shaped the global landscape. One of the significant developments was the ongoing tensions in the Middle East. The region experienced heightened conflicts and proxy wars, resulting in increased instability. The struggle for power and influence between various regional powers, coupled with the lingering impact of past conflicts, continued to have far-reaching consequences.
In addition, the Indo-Pacific region emerged as a key focus of global geopolitics in 2023. The competition for influence between major powers, such as the United States, China, and India, intensified. This led to the formation of new alliances and strategic partnerships, as countries sought to secure their interests and counterbalance perceived threats. The shifting dynamics in the Indo-Pacific region had implications for trade, security, and regional stability.
Furthermore, the year 2023 witnessed a significant shift in global climate politics. With the effects of climate change becoming increasingly apparent, countries around the world made concerted efforts to address the issue. International agreements and initiatives were forged to combat climate change, with a renewed focus on reducing carbon emissions and transitioning to sustainable energy sources. The recognition of the urgent need for collective action on climate change marked a turning point in global geopolitics, as nations acknowledged the interconnectedness of environmental challenges and the importance of cooperation.
These major geopolitical developments in 2023 highlighted the complex interplay between power, security, and global challenges. As the world continued to evolve, nations grappled with the implications of shifting alliances, regional conflicts, and the need for collective action on pressing issues like climate change.
Towards the end of 2023, the Company unwound its liquid markets portfolio and is now fully focused on its two sets of private investments: Corporate services and Delphos, its emerging markets capital raising and transaction advisory business. Both pillars are doing well with Delphos in particular exhibiting accelerating growth.
Separately to the ongoing refinancing discussion with numerous counterparties, the main support for the CULS repayment comes from Delphos. Delphos is currently executing around 40 transactions in around 20 countries and the portfolio is diversified across geographies (Africa, Central Asia, Middle East, Latin America and South-East Asia) and sectors (infrastructure, renewables, financial services and funds). The business is growing very rapidly and is, in the Board's opinion, on the verge of generating significant cashflows to repay the CULS.
Bart Turtelboom
CEO, APQ Global Limited
2023 IN REVIEW
Direct Investment Portfolio
As of 31st December 2023, the Company held majority investment stakes in seven private businesses, with WDM Lex Advisory and WDM Trustees being the most recent acquisition in Q3 2022 and closed in February 2023 following FINRA approval. The independent third party valuation of the Direct Investment Portfolio increased significantly (including exchange rate movements) during the year notably due to an increase in the valuation of Delphos International Ltd[8]. The independent valuation of New Markets Media & Intelligence and Promethean Advisory Limited declined in 2023 whilst the Company's other investments in Parish Group Limited, Delphos International FMA Inc, Delphos International Ltd all rose.
Delphos Holdings Limited
Delphos International and Delphos FMA continued to grow significantly with both businesses showing positive steps for all key performance indicators as well as financial analysis. Across the group the top line revenue, Notional value of engagements for capital raise and average deal size have all increased year on year as shown in the table below.
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| 2019 | 5 | 328,320,000 | 65,664,000 |
| 2020 | 13 | 880,500,000 | 67,730,769 |
| 2021 | 49 | 3,671,900,000 | 74,936,735 |
| 2022 | 34 | 3,738,168,552 | 109,946,134 |
| 2023 | 44 | 6,552,000,000 | 148,909,091 |
As well as the financial growth, Delphos has continued to grow out its experience and knowledge base with 102 employees, in house advisors and strategic partners located across the world.
APQ Corporate Services Limited
The corporate services portion of the direct investment portfolio has seen the additional acquisition of WDM Lex Advisory and WDM Trustees Limited in 2022, providing coverage across the Channel Islands, the UK and now Malta. This has helped provide an additional service offering across the groups.
Liquid Market Portfolio
At the end of the fourth quarter 2023 the Company only held one security in its Liquid Market Portfolio with the remaining assets held in cash and time deposits. At the end of December 2023, the Company held cash and time deposits of $13,946,406 within its Liquid Market Portfolio, with a further $705,606 held at group level.
At the end of December 2023, the Book Value Per Share was $0.3010 (equivalent to £0.2503) at the end of the period, compared to $0.0676 (£0.0554) at the end of Q3 2023. The Company maintained a very healthy cash position of 87.9% of the liquid market portfolio assets.
At the end of December 2023, 100% of the Company's exposure (excluding cash and FX hedges) was to Rates exposure.
BUSINESS MODEL AND STRATEGY
For the year ended 31 December 2023
The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses as well as earning revenue from income generating operating activities[9] in entities forming part of the Company's investment portfolio.
The Company's strategy is to:
(i) gain exposure to sovereign, corporate and banking entities for a range of business purposes, including for acquisition financing, working capital and investment purposes. The terms of any bonds or loans will vary but are typically expected to range from six months to five years. The Company expects that the loans will typically be secured;
(ii) invest in different parts of the capital structure, both public and private, of corporate and banking entities in as well as structured finance instruments; and
(iii) in order to enhance investment returns, take operational control of businesses through the acquisition of minority and majority stakes in public and private companies.
The Company may utilise borrowings in connection with its business activities. Although there is no prescribed limit in the Company's Articles of Incorporation (the 'Articles') or elsewhere on the amount of borrowings that the Company may incur, the Directors will adopt a prudent borrowing policy and oversee the level and term of any borrowings of the Company and will review the position on a regular basis.
The Company has no investment restrictions and investing will not be subject to any maximum exposure limits. No material change will be made to the Company's objective or investing policy without the approval of Shareholders by ordinary resolution. The Company may gain exposure to emerging markets by investing in assets on other, non-emerging markets (such as the London Stock Exchange) as long as the underlying asset has exposure to emerging markets.
Key performance indicators ("KPIs") for the Company will be the growth of the earnings of the Company and the Dividend paid. The Company's KPI's have been selected in accordance with the above strategy to provide both capital gain and income to the Company's shareholders. These KPIs are:
(i) A sufficient per annum increase in earnings to allow a 6% dividend to be paid to shareholders. This target was not achieved in 2021 or 2022 and no dividends have been paid in respect of the current or previous 2 years.
(ii) Additional per annum increase in earnings to grow the Company's Book Value by 5 - 10% per annum. For the year ended 31 December 2023, this KPI was met as earnings increased from the prior year (see consolidated statement of comprehensive income), and hence the Book Value Per Share rose Year on Year. The main factor driving the earnings increase was the performance of the Direct Investments Portfolio. In 2022, the Company did not meet this criterion, following operating losses at the Company amidst tough trading conditions in Emerging Markets.
Alternative Performance Measure ("APM") for the Company:
(iii) One of the Company's KPI's is to pay a 6% Dividend Yield (based on capital subscribed), making income received a key component of the return on investment. The Company makes use of the Total Return, which factors in income received, as well as capital growth, when tracking the performance of the Company and its ability to meet the above KPI. The Total Return for the year was 226.49% (2022: -69.38%) and equal to the capital growth as no dividend was paid in the year (or previous year).
BUSINESS MODEL AND STRATEGY (continued)
For the year ended 31 December 2023
Principal Risks and Uncertainties
The Board has carried out a robust assessment of the Company's principal risks. These are classified as current risks, being those that the company is currently managing and could impact achieving the Company's objectives, and emerging risks, being those risks with a future impact from external or internal opportunities or threats. The Directors believe the risks described below are the material risks relating to the Company:
| Business Area/Process | Perceived risk | Current or emerging risk | Mitigation |
| Environment
| Changes in law or regulation or tax legislation may adversely affect the Company's ability to carry on its business or adversely impact its tax position and liabilities. The effects of climate change are likely to be felt first and more severely in some of the areas where Delphos operates. | Current and emerging | Considered on an ongoing basis by the Board during quarterly board meetings. Further advice comes from the Investment Advisory Committee. Where deemed necessary the Directors will engage external legal and professional advisers to ensure the Group is protected to the greatest extent possible.
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| Key man risk | The Company's performance is dependent on the performance of key members of management. The departure of any key individual from the management team may adversely affect the returns available to the Company. | Current | The Board monitors the dependency of the Company upon any individual on an ongoing basis and where appropriate plans to reduce the impact from this risk. |
| FX | The Company and its Investees will have an exposure to foreign exchange rate risk as a result of changes, both unfavourable and favourable, in exchange rates between United States Dollars and the currencies in which some assets and liabilities are denominated. The Company's functional and presentational currency is US Dollars. Therefore, there is currency risk as Ordinary Shares are traded on AIM in Pounds Sterling. Further detail on foreign exchange risks are discussed in Note 22 of the Financial Statements. | Current | The Company has taken the decision not to hedge its foreign currency exposure, in regards to the Ordinary shares, and thus accepts this risk as part of its investment strategy. The Board may engage in currency hedging in the future, seeking to mitigate foreign exchange risk although there can be no guarantees or assurances that the Group will successfully hedge against such risks.
The Company does hedge the foreign currency exposure on the CULS liability with FX derivatives. |
| Cyber Security | The Company and Service providers are subject to Cyber Risk in the form of both risk of failure of systems and also of the risk of malignant action against the Company by way of Information Technology. | Current | The Company makes use of Dual Signing Authority and two factor authentication across its banking and other key functional areas where it is available. The Company relies on its service providers to have in place proper cybersecurity systems and monitors its providers through the annual third-party service provider review. |
| Dividend Risk | There can be no guarantee that the Group will achieve the target rates of return referred to in this document or that it will not sustain any capital losses through its activities. The ability to pay dividends is dependent on a number of factors including the level of income returns from the Company's investee entities. | Current | The Group monitors its income through its management accounts and targets investments that provide income in accordance with its strategy, laid out on the Strategy section on page 9 above. |
BUSINESS MODEL AND STRATEGY (continued)
For the year ended 31 December 2023
Principal Risks and Uncertainties (continued)
| Business Area/Process | Perceived risk | Current or emerging risk | Mitigation |
| Financial Risk | The Company will, through the implementation of its business model and strategy, face financial risks including market risk, credit risk and liquidity risk. Further details of these risks can be found in table below. | Current and emerging | These risks and the controls in place to mitigate them are reviewed at board meetings. Further detail on financial risks are discussed in Note 22 of the Financial Statements. |
| Volatility | There may be volatility in the price of the Ordinary Shares and the market price of the Ordinary Shares may rise or fall rapidly. The price of the Ordinary Shares may decline below their respective issue price and Shareholders may not be able to sell their Ordinary Shares at a price equal to or greater than their issue price. | Current and emerging | To optimise returns, Shareholders may need to hold the Ordinary Shares for the long term. |
| Liquidity | Shareholders will have no right of redemption and must rely, in part, on the existence of a liquid market in order to realise their investment. Although the Ordinary Shares are admitted to trading on AIM, there can be no assurance as to the levels of secondary market trading in Ordinary Shares or the prices at which Ordinary Shares may trade. The Ordinary Shares may trade at a discount to the Net Asset Value per Ordinary Share. | Current | The Board monitors the liquidity of the stock during its quarterly board meetings. The Company employs market making firms to ensure a live market is available in its ordinary shares. |
| Leverage | The Company has CULS which it is required to repay interest quarterly, at a rate of 3.5% pa. The Company must ensure that it has liquid resources available to repay this interest. Furthermore, any CULS not previously redeemed, purchased or converted were due to be repaid by the Company on 30 September 2024 at its nominal amount and thus the Company must ensure it has resources available to make these repayments. | Current | The Board monitors the leverage present in the Company via its monthly management accounts. At 30 September 2024 the Company did not have the ability to make full repayments in respect of the CULS. Following the passing of the resolution at the CULS holder meeting on the 30th September 2024, the company paid £3.5m to CULS holders on the 30th October 2024. The Board also remains committed to repayment of the remaining outstanding CULS notional of £26.1m as soon as possible and no later than the 31st March 2025 ("Settlement Date"). The Company is actively engaged in refinancing discussions with counterparties and Delphos' operations are forecast to generate sufficient cashflows to repay the CULS no later that the Settlement Date. |
BUSINESS MODEL AND STRATEGY (continued)
For the year ended 31 December 2023
Principal Risks and Uncertainties (continued)
| Presidential election | The Directors note that the Company's future performance may be adversely affected by the economic and political instability surrounding the outcome of the presidential elections in the US, | Current | The Board monitors the ongoing situation and is prepared to respond accordingly as situations evolve. The Company has also expanded its investment activities into other geographical regions thereby reducing the overall impact of instability in a specific region,
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| Civil unrest | Military actions in the Middle East and Ukraine have continued over the year and into the following year which continues to create volatility in economic factors. | Current and Emerging | The Company and Group does not have any investments that are directly or indirectly affected by the sanctions levied to date thus the impact of this risk is limited to the effect of global uncertainty arising as a result. Directors continue to monitor the conflict and investment portfolio and will implement necessary actions where possible to reduce the impact from further escalation of military actions and sanctions.
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The Directors believe the risks described below are the material risks relating to the Company through its investment in APQ Cayman Limited:
| Business Area/Process | Perceived risk | Current or emerging risk | Mitigation |
| Emerging Markets | APQ Cayman Limited will have investment exposure to emerging markets, which are subject to certain risks and special considerations that are not typically associated with more developed markets and economies. | Current | The Company engages a team to actively monitor treasury exposures live in high-end risk management software applications. The team monitors exposure and uses a comprehensive framework, utilising its administrator, banking counterparts and other third-party vendors, to ensure exposure levels are correctly measured and reported daily. |
| Derivative Risk | APQ Cayman Limited will invest in derivative instruments which can be highly volatile and may be difficult to value and/or liquidate. Derivatives will be used for gearing purposes which may expose investors to a high risk of loss. | Current | The Company employs a highly experienced management team that monitors exposure on a daily basis and captures derivative exposure using high-end risk software applications. Daily reports are generated from the software and reviewed by the team. |
| Credit Risk | APQ Cayman Limited is subject to the risk of the inability of any counterparty to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes. Where the Company utilises derivative instruments, it is likely to take credit risk with regard to such counterparties and bear the risk of settlement default. | Current | The Company chooses reputable financial service providers, and uses a spread of counterparties to lessen the impact should one counterparty fail. |
BUSINESS MODEL AND STRATEGY (continued)
For the year ended 31 December 2023
Principal Risks and Uncertainties (continued)
| Liquidity Risk | The Company could suffer losses as a result of a decrease in liquidity in the capital markets in which it invests. A decrease in liquidity could result in higher exit costs for a given investment, such as the commission or spread charged by the counterparties with which it trades. | Current | The Company chooses reputable financial service providers, and uses a spread of providers to lessen the impact should one be unable to provide a market price. |
| Third party risk | APQ Cayman Limited will be subject to custody risk in the event of the insolvency of any custodian or sub-custodians with which it transacts. | Emerging | The Company chooses reputable financial service providers as its counterparties and uses multiple service providers to lessen the impact should one become insolvent. |
The Directors believe the risks described below are the material risks relating to the Company through its unquoted investments:
| Business Area/Process | Perceived risk | Current or emerging risk | Mitigation |
| Valuation Risk | The Company's Direct Investment portfolio comprises unquoted investments purchased and sold privately, for which there is no market price available. As a result, management is required to make forecasts and assumptions about certain inputs used in the valuation of these investments. The Company could suffer losses, should these forecasts or assumptions not materialise. | Current | The Company values its investments in accordance with International Financial Reporting Standards, and employs external valuation experts to perform these valuations. |
These risks are mitigated by the control and oversight of the Board. The Board will consider the risks of the Company as a whole on a regular basis at its Board meetings and on an annual basis shall review the effectiveness of its risk management systems, ensuring that all aspects of risk management and internal control are considered. The processes for its annual reviews includes reporting and recommendations from the Board as well as adoption and review of a formal risk matrix documenting the current and emerging risks facing the Company, as well as the assessed probability and impact of the identified risks. Other risk mitigation measures include, but are not limited to:
• oversight by Executive Directors and key management with the requisite knowledge and experience in emerging and credit markets;
• oversight by Non-Executive Directors;
• dual signing authority on bank accounts;
• Business Continuity Plans of the various service providers;
• ongoing Cyber Risk training; and
• ongoing review of third party service providers by the Board.
DIRECTORS' REPORT
For the year ended 31 December 2023
The Directors present the consolidated financial statements of APQ Global Limited (the "Group") for the year ended 31 December 2023. The Group comprises the Company and its subsidiaries[10].
The Company
The Company was incorporated in Guernsey on 10 May 2016. The Company's shares ("Shares") were admitted to The International Stock Exchange on 11 August 2016 and admitted to trading on the AIM segment of the London Stock Exchange on 26 August 2016. The CULS have been admitted to the Order Book for Fixed Income Securities on the London Stock Exchange's International Securities Market, with effect from 7 September 2017.
Principal Activities
The Company seeks to earn revenue from dividends and interest income from its investments and realise gains on sales of these investments. Additionally, the Company aims to take majority stakes in private businesses, seeking to earn income throughout the holding period and capital gains upon resale. The anticipated holding period between purchase and sale is expected to be three to seven years.
Functional and presentational currency
The Group's functional and presentational currency is US Dollars. The Group's main activities and returns for the year ended 31 December 2023 are from its subsidiary Delphos International and were in US Dollars.
Results and Dividends
The consolidated results for the year are set out in the consolidated statement of comprehensive income on page 36 and the Statement of Financial Position at that date is set out on page 37.
The Company did not pay any dividends during the year (2022: nil).
Share Capital
As at 31 December 2023 the Company had in issue 78,559,983 (2022: 78,559,983) Ordinary Shares of nil par value. No ordinary shares were issued during the year (2022: 106,312).
Principal Risks and Uncertainties
Principal Risks and Uncertainties are disclosed in the Business Model and Strategy section.
The Company continues to mitigate further risk to the balance sheet, de-risking its portfolio of liquid market securities, furthermore, due to ongoing uncertainty, the Board implemented the following cash preservation measure to facilitate a smooth recovery as the world exited the pandemic. These measures are still in existence:
• suspension of dividends paid to ordinary shareholders until further notice;
• the management bonus scheme to be cut from 20% of profits to 10% (no bonuses paid in current year or prior year due to losses); and
• significant cost reduction across all of the Group.
Going Concern
The Directors believe that it is appropriate to adopt the going concern basis in preparing the Financial Statements since a significant percentage of the assets of the Group consist of cash and, the forecasted distributable dividends from Delphos Internationals in the next 12 months, provide adequate financial resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. The Group expects to be able to meet all its liabilities as they fall due, including the remaining CULS liability of GBP 26.1 million (as at the date of approval of the financial statements) now due in March 2025, following the CULS Holders agreement to the extension of the settlement date for the CULS to March 2025. See below for the Stress Testing applied in coming to this conclusion.
Despite the confidence of the Directors that the Company should have the ability to continue for a period of at least 12 months and be able to meet its liabilities as they fall due the Directors accept this is uncertain. Since refinancing discussions with counterparties are yet to be concluded and the timing of forecasted dividends from investee companies, in particular the Delphos business is dependent on Delphos' operations generating sufficient cashflows which is not guaranteed, there remains a material uncertainty with respect to going concern
Stress Testing
After assessing the Group as a Going Concern in normal and poor economic conditions across a one year horizon, the Group expects to maintain a sufficient expense coverage ratio net of paying all its operating expenses and net of its financial payment obligations to the CULS under normal conditions. The Group does not expect to breach any debt covenants and is forecast to retain USD 9.69 million in cash as of November 30th , 2025.
Under normal market assumptions, the Group assumes that it meets all its financial obligations as well as its operating expenses. The Group forecasts to receive USD 44.5 million of dividend income from its Direct Investment Portfolio between November 2024 and November 2025, albeit there is no guarantee that these amounts will be received within the time period. Under poor economic conditions, the earnings assumptions are reduced, and USD 35.8 million of dividends are received from the Company's Direct Investment Portfolio over the same period, whilst the financial obligations and expenses are held constant. There are zero Fair Value Profit or Losses assumed on the Direct Investment Portfolio throughout the period under review.
Despite the confidence of the Directors that the Group should have the ability to continue for a period of at least 12 months and be able to meet its liabilities as they fall due, including repayment of the CULS, the Directors accept this is uncertain. The Group is actively engaged in refinancing discussions with counterparties; however these discussions are yet to be concluded. Furthermore, the receipt of forecasted dividends from investee companies, in particular the Delphos business is dependent on Delphos' operations generating sufficient cashflows which is not guaranteed; therefore the amount and timing of forecasted dividends remains uncertain. This indicates the existence of a material uncertainty, which may cast significant doubt on the ability of the Group to continue as a going concern. Therefore, the Group may be unable to realise its assets and settle its liabilities in the normal course of business.
The Directors have a reasonable expectation that refinancing and/or the forecasted dividends will be forthcoming. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. The financial statements do not include any adjustments should the basis of preparation be inappropriate.
Dividend Suspension
The continued suspension of the dividend paid to ordinary shareholders will increase the liquidity available to the Company by approximately $6m per annum based on level of dividends paid prior to implementation of the dividend hold. The Board reviews the dividend policy quarterly. The dividend remains on hold until further notice.
Long Term Viability Statement
There is currently no strict regime of Corporate Governance to which the Company must adhere to, however there are guidelines set out for AIM companies. The Company complies with the UK code on Corporate Governance, issued July 2018 for periods beginning on or after 1 January 2019 to the extent outlined in the Corporate Governance section below on pages 18 and 19. In accordance with provision 31 of the UK Corporate Governance Code, the Directors have assessed the prospects of the Company over a longer period than the 12 months minimum required by the 'Going Concern' provision. Three years is deemed to be an appropriate time period for management to implement its medium-term strategic objectives set out in the Business Model and Strategy section (page 9) of these financial statements.
Further to this page - Going Concern, the Company extends its above analysis to a three-year cash flow forecast (to November 2027) using newly targeted budgets and concluded that:
Assuming normal economic conditions[11], the Company would preserve an average 12-month expense coverage ratio net of its financial obligations of 3.9 and retain an average balance of USD 20.4 million in cash on its balance sheet between November 2024 and November 2027, providing considerable headroom to absorb poor conditions. These figures include the settlement of the CULS of GBP 26.1m in March 2025. Under poor conditions, the Company would preserve an average 12 month expense coverage ratio net of its financial obligations of 3.1 and retain an average balance of USD 14.0 million in cash on its balance sheet over the same 3 year period.
Based on the Company's processes for monitoring operating costs, share discount, internal controls, invested asset allocation, risk profile, liquidity risk and the assessment of the principal risks and uncertainties facing the Company, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the forecasted period to 30 November 2027.
Sustainability of Business Model
The business model, principal risks and uncertainties, and the mitigation thereof is described on pages 9-13. Evaluation of Going Concern, Stress Testing and the Long Term Viability Statement are further examined in the Directors report above. The Directors have conducted a robust assessment of the principal and emerging risks facing the Group which include a business model where a substantial part of the essential services are outsourced, allowing key service providers to be replaced at relatively short notice if necessary.
The Board's investment philosophy is centred on identifying exciting companies where we can help management to substantially grow the business by adding or pooling resources from our Group and allowing them time to succeed. The board meets regularly to monitor progress in these businesses and consider whether any adjustments to strategy or actions required to maintain momentum.
Based upon the Company's processes for monitoring operating costs, compliance with the investment objective, the portfolio risk profile, leverage, counterparty exposure, liquidity risk, financial controls and operational resilience, the Board believes that the company is in a strong and sustainable position.
Directors
The details of the Directors of the Company during the year and at the date of this Annual Report are set out in the Directory.
As of 31 December 2023, and the date of these financial statements, the following Directors, their close relatives and related trusts, held the following beneficial interests in the Company:
Director Shares held % of issued share capital
Bart Turtelboom 22,448,953 28.58%
Wayne Bulpitt 237,000 0.30%
International Tax Reporting
For the purposes of the US Foreign Accounts Tax Compliance Act, the Company registered with the US Internal Revenue Service ("IRS") as a Guernsey reporting Foreign Financial Institution ("FFI") in November 2016, received a Global Intermediary Identification Number (B2KS93.99999.SL.831) and can be found on the IRS FFI list.
The Common Reporting Standard ("CRS") is a standard developed by the Organisation for Economic Co-operation and Development ("OECD") and is a global approach for the automatic exchange of tax information. Guernsey has adopted the CRS which came into effect on 1 January 2016. The CRS replaced the intergovernmental agreement between the UK and Guernsey to improve tax compliance that had previously applied.
The Board will take the necessary actions to ensure that the Company is compliant with Guernsey regulations and guidance in this regard.
Auditor
BDO LLP were reappointed as auditors at the AGM on 8 August 2023 in relation to the year ended 31 December 2023 audit. BDO LLP will be reconsidered for appointment for the December 2024 audit at the next AGM.
Statement of directors' responsibilities
The Directors are responsible for preparing the Annual Report and the consolidated Financial Statements in accordance with applicable Guernsey law and regulations.
The Companies (Guernsey) Law, 2008 requires the Directors to prepare consolidated financial statements for each financial year. Under that law the Directors have elected to prepare the Group consolidated financial statements in accordance with UK adopted International Accounting Standards ("UK IAS") and the Companies (Guernsey) Law, 2008.
Under the Companies (Guernsey) Law, 2008 the Directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.
The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.
In preparing these financial statements the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures being disclosed and explained in the financial statements; and
• prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and Company and its results for the year and to enable them to ensure that the consolidated financial statements comply with the Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the company's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.
Responsibility Statement
The Directors confirm that to the best of their knowledge the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for the shareholders to assess the Group's performance, business model and strategy.
Disclosure of Information to Auditor
Each of the persons who was a Director at the date of approval of the financial statements confirms that:
· so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware; and
· he has taken all steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provision of section 249 of the Companies (Guernsey) Law, 2008.
Corporate Governance
The Directors recognise the importance of robust Corporate Governance and meet regularly to review corporate strategy, the risk profile of the Group and its operating businesses and to monitor the performance of the service providers appointed to the Group. The Board assesses and monitors the culture of the Company, and reviews the sustainability of the Company's business model and its impact on external stakeholders. Due to the size of the Company the Board are able to monitor the culture through regular contact with employees. More information with respect to the Company's Business Model can be found on page 9.
There is currently no strict regime of Corporate Governance to which the Directors must adhere over and above the general fiduciary duties and duties of care, diligence and skill imposed on such directors under the Companies (Guernsey) Law, 2008; however, there are guidelines set out for AIM companies. The Directors recognise the importance of sound corporate governance and the Group will seek to take appropriate measures to ensure that the Group complies with the UK Code on Corporate Governance to the extent appropriate and taking into account the size of the Group and the nature of its business. The Directors, having reviewed the UK Code on Corporate Governance, considers that it has complied with the Code throughout the period under review with the exception of the following areas of non-compliance, each of which applied throughout the period:
Areas of non-compliance with the UK Corporate Governance Code which were disclosed at the launch of the Company:
• Provision 5 - The Board does not use any of the methods outlined for engagement with the workforce, further information on the Board's engagement with the workforce is listed below;
• Provision 9 - The Chairman is not independent;
• Provision 11 - At least half the Board, excluding the chairman are not independent non-executive directors;
• Provision 12 - The non-executive directors, led by the senior non-executive director do not meet without the chair at least annually to appraise his performance or on other such occasions which are deemed appropriate;
• Since the resignation of Wadhah Al-Adawi on 21 September 2023, the company has not had a senior independent non-executive director. The board are aware of the pace at which the business is developing and are looking for a NED with the appropriate skills to support the Group with its future plans. The search is still at an early stage.
•
• Provision 13 - The chair does not hold meetings without the executive directors present;
• Provision 17 - The Company does not have a nominations committee;
• Provision 20 - The Company did not use open advertising and/or an external search consultancy when appointing the chair and the non-executive directors;
• Provision 21 - The Board does not have a regular externally facilitated board evaluation;
• Provision 24 - The audit committee does not contain two independent non-executive directors. The chairman of the Company is a member of the audit committee;
• Provision 23 - The Company does not have a formal policy on diversity and inclusion; and
• Provision 32, 33 and 41 - The Company does not have a remuneration committee.
The Directors do not believe that compliance with these sections of the code are necessary due to the size of the Group and the nature of its business. Following the resignation of the Aspida Group (formerly Active Group) as Company Secretary on 10 June 2020 the Company no longer has a material business relation with the Chairman, and he was deemed to be independent after three years from this date. On 3 June 2024, Beauvoir Limited were appointed as Company Secretary. The Chairman is also Chairman and a significant shareholder in Beauvoir Limited, and therefore is no longer considered independent. With regards to a remuneration and nomination committee, these responsibilities are undertaken by the full board as appropriate. The Chair meets with fellow Directors and executives regularly. The Board has recently undertaken an independent Governance Review to ensure it continues to meet all appropriate governance standards.
As a Company with its shares admitted to listing on TISE, the Directors comply with the Model Code of TISE and take all reasonable and proper steps to ensure compliance by applicable employees as required by the Listing Rules. The Directors and the Company also comply at all times with the applicable provisions of the Listing Rules.
The Company has adopted an anti-bribery policy and adheres to the requirements of the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 and the UK Bribery Act 2010.
Board engagement with the workforce and other stakeholders
Due to the size and nature of the business, the directors do not believe that compliance with Provision 5 of the code is necessary. All members of the workforce have access to the executive and non-executive directors and the Board maintains an open dialogue with all members.
The Board considers the impact of the Group's culture, management, and strategic decisions on both the workforce and other external stakeholders. These external stakeholders include, but are not limited to suppliers, the environment and other stakeholders of investments held by the Group.
Internal Audit
The Directors have determined that no internal audit function is required, as the bookkeeping and valuation of assets are performed by third parties, which provides checks and balances on the operations of the Group. The Directors believe that an internal audit function would largely duplicate this oversight and represent additional cost for no additional benefit. The Directors reassess this annually.
Role of the Board
The Board is the Company's governing body and has overall responsibility for maximising the Company's success by directing and supervising the affairs of the business and meeting the appropriate interests of Shareholders and relevant stakeholders, while enhancing the value of the Company and also ensuring protection of Shareholders. A summary of the Board's responsibilities is as follows:
• statutory obligations and public disclosure;
• strategic matters and financial reporting;
• risk assessment and management including reporting compliance, governance, monitoring and control; and
• other matters having a material effect on the Company.
The Board's responsibilities for the Annual Reports are set out in the Statement of Directors' Responsibilities section.
The Board needs to ensure that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for Shareholders to assess the Group's performance, business model and strategy.
In seeking to achieve this, the Directors have set out the Group's business strategy and have explained how the Board and its delegated committee operate and how the directors review the risk environment within which the Company operates and set appropriate risk
controls. Furthermore, throughout the Annual Report the Board has sought to provide further information to enable Shareholders to have a fair, balanced and understandable view.
Composition and Independence of the Board
The Board comprises two executive directors, and one non-independent non-executive director, following the resignation of Al-Wadhah Al-Adawi.
Wayne Bulpitt is responsible for leadership of the Board and ensuring its effectiveness as Non-executive Chairman, a role he has held since 20 April 2017.
Bart Turtelboom continues to serve as Chief Executive Officer.
Philip Soulsby continues to serve as Finance Director.
Al-Wadhah Al-Adawi served as Chairman of the Audit Committee until September 2023.
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| Board | Audit Committee |
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| Held | Attended | Held | Attended | | | | |
| Bart Turtelboom | 7 | 7 | 2 | 2 | | | | |
| Wayne Bulpitt | 7 | 7 | 2 | 2 | | | | |
| Phil Soulsby | 7 | 7 | 2 | 2 | | | | |
| Al -Wadhah Al-Adawi (until resignation in September 2023) | 5 | 4 | 1 | 1 | | | | |
Re-election
At every Annual General Meeting any Director appointed by the Board since the last annual general meeting or who held office at the time of the two preceding annual general meetings and who did not retire at either of them shall retire from office and may offer themselves for re-appointment by the Shareholders.
Terms and Conditions of Appointment on Non-Executive Directors
Each of the Non-Executive Directors shall be subject to re-elections at the first annual general meeting of the Company and thereafter in accordance with the provisions of the Company's articles of incorporation in respect of re-election and retirement. Neither of the Non-Executive Directors has been appointed for a fixed term.
The conditions attached to the appointment of the Non-Executive Directors include the following:
• termination in the event of any serious breach of obligations to the Company or through any act of dishonesty, fraud or serious misconduct;
• attendance at quarterly and ad hoc board meetings and consideration of all board papers pertaining to such meetings;
• compliance with all applicable legal and regulatory requirements; and
• compliance with all applicable legal and regulatory requirements including the TISE model share dealing code and the UK Corporate Governance Code.
Board Evaluation and Succession Planning
The Directors consider how the Board functions as a whole taking into account the balance of skills, experience and length of service into consideration and also reviews the individual performance of its members on an annual basis.
To enable this evaluation to take place, the Board has put in place a process whereby the Company Secretary circulates, on an annual basis, a questionnaire plus a separate questionnaire for the evaluation of the Chairman. A panel comprising staff from Beauvoir and APQ Partners, but excluding the Chair and CEO, collate and summarise the responses before distribution to the Board. There is a standing annual board agenda point where there results are discussed and any action required is identified and acted upon.
The Board considers that it has a breadth of experience relevant to the Company's needs and that any changes to the Board's composition can be managed without undue disruption. Future Directors will undertake an induction programme.
With regards to board composition and external evaluation, the board has considered its effectiveness at least annually and composition on a regular basis. It is both mindful of good practice and the need to continually review the matter. With regards to external evaluation,
it is considered that the size and the activity of the Company do not justify such an expense at this stage, however a recent change of service providers and Company Secretary will allow the company to benefit from a wealth of Corporate Governance experience amongst the staff at the Company Secretary, and an informal review of current arrangements will be carried out in the coming months.
The Board is cognisant of good practice and recent reviews into the composition of boards. It continually reviews its own composition and believes that it has available an appropriate range of skills and experience. The Board will always ensure that the best candidates available are appointed irrespective of their background, gender or ethnicity.
Company Secretary
Beauvoir Limited were appointed as Company Secretary on 3 June 2024 replacing Parish Group Limited who were previously appointed. All Directors have direct access to the Company Secretary and the Company Secretary is responsible for ensuring that Board procedures are followed and that there is good communication within the Board and between the committees of the Board listed below and the Board. Wayne Bulpitt CBE, Chair of APQ Global is also Chair and a significant shareholder in Beauvoir Limited.
Committees of the Board
The Board has established the following committees:
Audit committee
Following the departure, of Al-Wadhah Al-Adawi, the audit committee will be chaired by Wayne Bulpitt, the Chairman, with all the other Directors as members. The audit committee meets no less than once a calendar year and meetings can also be attended by the Auditors.
The audit committee is responsible for monitoring the integrity of the financial statements of the company and any formal announcements relating to the company's financial performance and reviewing significant financial reporting judgements contained in them before their submission to the Board. In addition, the audit committee is specifically charged under its terms of reference to advise the Board on the terms and scope of the appointment of the Auditors, including their remuneration, independence, objectivity and reviewing with the Auditors the results and effectiveness of the audit, and in ensuring that the Company's annual report and financial statements are fair, balanced and understandable. The audit committee is also responsible for reviewing the Company's internal financial controls and internal control and risk management systems. They also consider annually the need for an internal audit function.
The audit committee last met on 15 November 2024 to review and approve the accounts. It also met on 8 November 2024. A report of the Audit Committee detailing their responsibilities is presented in the Audit Committee Report.
The Audit Committee's Terms of Reference state that the Audit Committee shall review the need for any non-audit services provided by the external auditor and authorise on a case-by-case basis. The Audit Committee's Terms of Reference are available from the registered office of the Company.
Audit fees for the external auditor, BDO LLP, for the year ended 31 December 2023 were $214,867 (2022: $161,750). No other fees were paid to the Company's auditors for non-audit or audit related services during the year. (2022: none).
BDO LLP has served as the Company's auditor for 7 years. The current audit partner is Elizabeth Hooper.
Relations with Shareholders
The Board welcomes shareholders' views and places great importance on communication with its shareholders.
The Board monitors the trading activity on a regular basis and maintains contact with the Company's Nominated Adviser and Broker to ascertain the views of the shareholders, with whom they maintain a regular dialogue. Shareholders' sentiment is also ascertained by the careful monitoring of the discount/premium that the Shares are traded in the market against the book value calculation per Share.
The Company reports to shareholders twice a year and produces a semi-annual update which is posted on the Company's website. In addition, it has an Annual General Meeting and a notice convening this together with a proxy voting card is sent with the Annual Report and Financial Statements. The Registrar monitors the voting of the shareholders and proxy voting is taken into account when votes are cast at the Annual General Meeting. Shareholders may contact the Directors via the Company Secretary.
The Chairman and other Directors are available to meet shareholders if required and the AGM of the Company provides a forum for shareholders to meet and discuss issues with the Directors.
Further information regarding the Company can be found on its website at www.apqglobal.com.
Post Balance Sheet Events
In September 2024, an agreement was reached with the holders of the Convertible Unsecured Loan Stock, whereby a payment of £3,499,996 was made to reduce the nominal value per unit to £4,408,79. The repayment for the remaining CULS has been extended to March 2025 with an increased coupon of 6% pa from 30 September 2024 plus a redemption premium of 1% per month.
Annual General Meeting
The Company's Annual General Meeting is due to be held on 16 December 2024. The last Annual General Meeting was held on 8 August 2023.
Related Party Transactions
Transactions entered into by the Company with related parties are disclosed in note 24 of the financial statements.
Signed on behalf of the Board of Directors by:
_____________________ _____________________
Wayne Bulpitt Philip Soulsby
Chairman Director
Date: 15 November 2024
AUDIT COMMITTEE REPORT
For the year ended 31 December 2023
We are pleased to present the Audit Committee's Report for the year ended 31 December 2023, setting out the responsibilities of the Audit Committee.
Members of the Audit Committee will be available at the AGM to respond to any shareholder questions on the activities of the Audit Committee.
The Audit Committee was formed on 4 November 2016.
Responsibilities
The Audit Committee reviews and recommends to the Board the Financial Statements of the Company and is the forum through which the external auditor reports to the Board of Directors.
The Audit Committee responsibilities include:
• review of the annual financial statements prior to approval, focusing on changes in accounting policies and practices, major judgemental areas, significant audit adjustments, going concern and compliance with accounting standards, listing and legal requirements;
• receiving and considering reports on internal financial controls, including reports from the auditors and reporting their findings to the Board;
• considering the appointment and removal of the auditors, their effectiveness and their remuneration including reviewing and monitoring of independence and objectivity;
• meeting with the auditors to discuss the scope of the audit, issues arising from their work and any matters the auditors wish to raise;
• reviewing the Company's corporate review procedures and any statement on internal control prior to endorsement by the Board; and
• providing advice to the Board upon request as to whether the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
The Audit Committee reports its findings, identifying any matters on which it considers that action or improvement is needed, and make recommendations on the steps to be taken.
The audit committee had numerous discussions with external auditors including status update meetings and a final completion meeting which was held on 8 November 2024, to review the accounts and reports on the operations of the Company. After due consideration they reported to the Board of the Company that in their view the accounts were fair, balanced, understandable and presented the information necessary to allow shareholders to assess the Company's performance, business model and strategy.
_____________________
Wayne Bulpitt
Audit Committee Chairman
Date: 15 November 2024
BOARD MEMBERS
For the year ended 31 December 2023
Bart Turtelboom (Chief Executive Officer and Executive Director)
Bart is Chief Executive Officer of APQ Global Limited and is on the board of APQ Cayman Limited. Previously he was the co-founder and Chief Investment Officer and partner of APQ Partners LLP. Prior to APQ Partners LLP, Bart was Co-Head of the Emerging Markets business at GLG and Co-Portfolio Manager of the GLG emerging markets funds. He was previously the Global Co-Head of Emerging Markets at Morgan Stanley, where he ran a multi-billion US Dollar business spanning Asia, Latin America, the Middle East and Africa, and head of its Global Capital Markets Group. Prior to that Bart was a Portfolio Manager at Vega Asset Management and a Director at Deutsche Bank, where he held several roles culminating in coverage of the bank's largest European clients. Bart was an Economist for the International Monetary Fund in Washington D.C. from 1994 until 1997. Bart received a Ph.D. in Economics from Columbia University.
Wayne Bulpitt CBE (Non-Executive Chairman)
Wayne Bulpitt has over 36 years of experience in business leadership in banking, investment and administration services. Having left National Westminster Bank Plc in 1992 to join CIBC Bank & Trust Company, he developed and launched CIBC Fund Managers (Guernsey) Limited in 1994. As Managing Director, Wayne spent the next four years managing and developing the offshore funds and building a third party fund administration capacity.
In 1998 this experience was to prove crucial for the Canadian Imperial Bank of Commerce where, as Director of Offshore Investment Services Global Private Banking & Trust Division, his main priority was to restructure the delivery of their investment management services outside of Canada.
Wayne founded Active Group Limited in 2002, which renamed to Aspida Group following its merger with Optimus in 2019. Aspida is an innovative provider of practical and professional support services such as compliance, corporate secretarial and management services to the finance industry. Wayne is on the boards of various investment management companies and funds (both listed and un-listed), overseeing a diverse range of investment activities.
Philip Soulsby (Executive Director and Finance director)
Philip Soulsby is a mathematics graduate. He qualified as a chartered accountant in London with BDO Binder Hamlyn, before transferring to KPMG in Guernsey in 1990. There he spent two years specialising in the audit of financial services companies and offshore mutual funds. In 1992 he joined Credit Suisse Fund Administration Limited in charge of finance and compliance, later moving to a role more involved in structuring and marketing mutual fund services, helping the business grow from 12 staff to over 130. During this time he acted as director to a number of funds and fund managers, and gained a broad knowledge of hedge funds, derivatives and risk control. In 2006, he left Credit Suisse to establish his own business, The Mundi Group Ltd, a fair-trade and ethical products business. He remains a director of several funds and fund management companies and was also Douzenier to the Parish of St Martin, his term of office expired on 31 December 2018.
Al-Wadhah Al-Adawi (Non-executive Director and Chairman of the Audit Committee - until September 2023)
Mr Al Adawi has over '10 years' experience within asset management and equity trading. In 2017, he joined Hydrocarbon Finder, the oil and gas exploration and development company in Oman, as Vice Chairman. Between 2012 and 2017, he was a Portfolio Manager with Harvard Management Company, Boston, in which he managed a $300 million Long/Short Emerging Market Portfolio. Prior to this, Wadhah spent 4 years in London with GLG Partners, where he was responsible for investing and managing Emerging Market equity exposure in both Long/Short and Long Only strategies. He also has experience in asset management with Morgan Stanley, EMSO Partners and HSBC. Mr Al Adawi is a CFA Charter holder.
REMUNERATION POLICY
For the year ended 31 December 2023
No advice or services were provided by any external person in respect of the Board's consideration of the Directors' remuneration.
The Company's policy is that the fees payable to the Directors should reflect the time spent by the Directors on the Company's affairs and the responsibilities borne by the Directors and be sufficient to attract, retain and motivate directors of a quality required to run the Company successfully. The policy is to review fee rates periodically, although such a review will not necessarily result in any changes to the rates, and account is taken of fees paid to directors of comparable companies.
A management share plan was formalised on 7 April 2017 and amended on 17 July 2018. The plan allows for certain members of the management to benefit from 20% of any increase in the year end book value per share for a given year. Awards can be issued as an allocation of a specified number of shares or as an option (a right to acquired shares under the plan for nil consideration). Cash consideration is an option at the Board's discretion. It could disadvantage other shareholders if cash is taken and cash consideration exceeds the share price. The vesting period for any awards issued can be up to 5 years and subject to certain conditions. Share awards were with respect to the performance period ended 31 December 2017, which have continued to vest over the period. No awards have been issued with respect to the year ended 31 December 2021, 31 December 2022 and the year ended 31 December 2023 as the performance criteria has not been met.
Remuneration
The non-executive directors are remunerated for their services at such a rate as the Directors determine provided that the aggregate amount of such fees does not exceed $270,550 per annum. No engagement with the workforce has taken place to explain how remuneration aligns with wider company pay policy, this is due to the small size of the Company.
The directors are remunerated in the form of fees, payable monthly in arrears. Bart Turtelboom agreed to waive his entitlement to director's fees whilst he was Chairman. From April 2017 Bart Turtelboom received an annual salary of $148,237 (£120,000) as Chief Executive Officer. From 1 April 2018 the salary was amended to be settled as £60,000 from the Company and £60,000 from APQ Cayman Limited.
From 1 May 2020 the salary was amended to be settled as £24,000 from the Company and £96,000 from APQ Cayman Limited.
The Board considers that the salary is reasonable and commensurate with the level of the appointment.
No other remuneration has been paid to directors apart from reimbursement of their expense, details of which have been included on page 26.
REMUNERATION POLICY (CONTINUED)
For the year ended 31 December 2023
| 2023 | | APQ Global -Limited - Remuneration |
| APQ Global -Limited - Share based remuneration |
| APQ Cayman -Limited - Remuneration |
| Total |
|
|
| $ |
| $ |
| $ |
| $ |
| Bart Turtelboom | Chief Executive Officer | 29,948 | | - | | 119,795 | | 149,743 |
| Wayne Bulpitt | Non-Executive Chairman | 49,915 | | - | | - | | 49,915 |
| Philip Soulsby | Finance Director | 37,436 | | - | | - | | 37,436 |
| Wadhah Al-Adawi | Non-Executive Director | 12,410 |
| - |
| - |
| 12,410 |
| | | 129,709 |
| - |
| 119,795 |
| 249,504 |
-
| 2022 | | APQ Global -Limited - Remuneration |
| APQ Global -Limited - Share based remuneration |
| APQ Cayman -Limited - Remuneration |
| Total |
|
|
| $ |
| $ |
| $ |
| $ |
| Bart Turtelboom | Chief Executive Officer | 29,618 | | 15,800 | | 118,619 | | 164,037 |
| Wayne Bulpitt | Non-Executive Chairman | 40,644 | | - | | - | | 40,644 |
| Philip Soulsby | Finance Director | 36,998 | | - | | - | | 36,998 |
| Wadhah Al-Adawi | Non-Executive Director | 24,255 |
| - |
| - |
| 24,255 |
| | | 131,515 |
| 15,800 |
| 118,619 |
| 265,934 |
At 31 December 2023, $nil (2022: $nil) was payable to the directors with and $85,782 (2022: $209,000) receivable from a director for an expense advance. A total amount of $1,558,944 (2022: $482,169) of general corporate expenses such as travel and business development were incurred by a director which the Company reimbursed and , which does not constitute a director emolument.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF APQ GLOBAL LIMITED
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Group's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
• have been properly prepared in accordance with UK adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
We have audited the financial statements of APQ Global Limited ("the Parent Company") and its subsidiaries (together "the Group") for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flow and notes to the financial statements, including a summary of material accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Material uncertainty related to going concern
We draw attention to Note 2.2 of the financial statements, which indicates that despite the confidence of the Directors that the Group should have the ability to continue for a period of at least 12 months and be able to meet its liabilities as they fall due, including repayment of the convertible unsecured Loan Stock ("CULS"), the Directors accept this is uncertain. The Group is actively engaged in refinancing discussions with counterparties, however these discussions are yet to be concluded. Furthermore, the receipt of forecasted dividends from investee companies, in particular the Delphos business is dependent on Delphos' operations generating sufficient cashflows which is not guaranteed, therefore the amount and timing of forecasted dividends remains uncertain.
As stated in Note 2.2, these events or conditions, along with other matters as set forth in Note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Given the conditions and uncertainty disclosed in note 2.2, we considered going concern to be a Key Audit Matter. Our evaluation of the Directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting and in response to the Key Audit Matter included:
· Understanding the outcome of the meeting with the CULS holders regarding the extension of the settlement date to 31 March 2025 for repayment of the CULS and reviewing the amended Trust Deed to understand the terms of the extension;
· Obtaining the Directors' going concern assessment and evaluating the method in light of market conditions and the uncertainties surrounding the timing of forecasted cash flows;
· Reviewing and challenging the forecasted cash flows, such as forecast revenue and expenditure. We assessed the Directors forecasting ability by comparing the prior year forecasts against the actual results. We also corroborated a sample of forecast revenue expected to be received within underlying investee companies to supporting agreements;
· Assessing the timing of forecast future cash flows and challenging the ability to repay the CULS and other liabilities based on the stress tested cashflow projections produced by management which include the impact of poor economic conditions;
· Considering the potential availability of other sources of financing available to repay the CULS by reviewing correspondence with counterparties, if the dividend income expected to be received before the settlement date does not materialise.
· Assessing the Group's current and forecast compliance with covenants under the base case and stress tested scenarios for any covenant breach.
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Overview
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Key audit matters |
The Cayman subsidiary no longer holds a portfolio of listed investments nor are there any directly held by the parent company, therefore this key audit matter has been removed in the current year.
Going concern is a key audit matter in 2023 due to the conditions existing as described under the heading "material uncertainty related to going concern" above.
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Materiality | Group financial statements as a whole
$788,000 (2022: $381,000) based on 1.5% (2022: 1%) of the gross investment value
|
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.
The group comprises the Parent Company, APQ Global Limited, one subsidiary, APQ Partners LLP which is consolidated, four directly held 100% owned subsidiaries that are not consolidated but measured at fair value through profit and loss due to APQ Global Limited meeting the definition of an investment entity, one 50% owned entity also valued at fair value through profit and loss as well as a number of indirectly held subsidiaries. All components in the group were in scope for our audit. For the parent company and for the subsidiary that is consolidated a full scope audit was performed by the group audit team and for the entities that were not consolidated, the group audit team audited each of the investment valuations for these investments held at fair value through profit and loss.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the material uncertainty related to going concern section of our report, we have determined the matters described below to be the key audit matters to be communicated in our report.
| Key audit matter | How the scope of our audit addressed the key audit matter | |
| Valuation of Investments
Note 2.6, 2.7, 3, 14 and 22
| The Group holds investments in a number of entities (directly or indirectly) and measures its investments at fair value. (2023: $52.5m, 2022: $38.2m) As described in notes 2.6, 2.7, 3, 14 and 22, the fair values of the investments are determined by a variety of techniques. The Directors engaged an expert in valuing some of these investments. These unquoted investments are recognised at fair value and subject to a high degree of estimation uncertainty. There is a risk these may not be appropriately valued through utilising inappropriate valuation methodologies or assumptions.
| For all investments we: · Challenged whether the valuation methodology was the most appropriate in the circumstances under the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines and International Financial Reporting Standards ("IFRSs"); · Recalculated the fair value attributable to the Group, having regard to the application of enterprise value across the capital structures of the investee companies; For 100% of investments that were valued using more subjective techniques (such as discounted cash flow forecasts and earnings multiples) we: · Reviewed the valuations prepared by management's expert and challenged and corroborated the inputs to the valuation with reference to management information on investee companies, market data and our own understanding; · Considered the competence, capabilities and expertise of the management expert through consideration of the qualifications held by the expert and the position held by the expert in the firm employing the expert. We also considered the services provided by the firm which employs the expert. We considered the independence and objectivity of the expert through review of the independence declaration made by the expert to the Company in its valuation report. · Considered the appropriateness of the methodology and assumptions employed by the expert through review of the accounting framework and valuation guidelines followed; · Reviewed management information available to support assumptions about maintainable revenues, expenditure, working capital and tax which formed the basis of the cash flow forecasts used in the valuations. In order to gain further comfort over this management information we: o Agreed a sample of revenue per the investee companies' management accounts back to contracts, invoice or bank statement to support the existence and accuracy of revenue in the current year; o Considered the ability of management to forecast accurately by comparing the 2023 actual figures to the 2023 forecasts produced and received as part of our prior year audit; o Obtained an understanding of management's forecasted revenue and earnings and considered that against our knowledge of the entity and the wider market as well as performance post year end; o Obtained management's forecast EBITDA margins, depreciation and working capital and reviewed for reasonableness based on current year actuals and the forecast for revenue; o Considered management's forecast tax rate and considered this against the tax rates in place and future tax rates announced for the relevant jurisdictions. · Considered the discount rate applied to the cash flow forecasts by reference to third party data sources as well as consultation with internal valuation experts; · Considered the appropriateness of the cash flow forecast period with reference to our knowledge of the subsidiaries and industry norms; and · Considered the appropriateness of the comparator market and transaction multiples used with regards to the operating activities of these companies. We assessed the impact of estimation uncertainty concerning specific assumptions and where appropriate, performing sensitivity analysis where we considered that alternative input assumptions could reasonably have been applied. We considered the overall impact of such sensitivities on the portfolio of investments in determining whether the valuations as a whole are reasonable and free from bias. For 100% of investments that were valued using less subjective techniques (NAV and cost) we: · Verified the cost or price of recent investment to supporting documentation; · Considered indicators that the cost or price of recent investment were no longer representative of fair value considering, inter alia, the current performance of the investee company and the milestones and assumptions set out in the investment proposal; and · Where applicable we agreed a sample of cash and other assets and liabilities forming part of the NAV to supporting documents, to corroborate the existence and accuracy of these amounts. For 100% of investments held at nil we: Considered the rationale for a nil valuation and where necessary obtained evidence to support that the entities were newly incorporated and had not been trading during the year.
Key Observations
Based on the procedures performed we considered management's valuations of these investments to be reasonable considering the level of estimation uncertainty.
|
| Investment Entity Status
Note 2.5, 3 and 14
| As described in note 3 to the financial statements, the Directors have determined that the Group continues to meet the definition of an Investment Entity and therefore holds certain subsidiaries at fair value through profit and loss as opposed to consolidating them.
The assessment of whether the Group continues to meet the definition of an investment entity under IFRS is judgemental and must be reconsidered at each reporting date, taking into account changes in the portfolio and the Group's activities.
Due to acquisitions in unquoted investments through the subsidiaries continuing to occur year on year as well as changes to overall operational and cash management , there is a continuing need to spend time and effort re-assessing whether the Group continues to meet the definition of an investment entity. | We reviewed the Group's listing documents, financial statement disclosures and website publications to confirm that the Group's business purpose, objectives and strategy were congruous with those of an Investment entity. We obtained management's memorandum which details the rationale for why APQ Global Limited continues to meet the definition of an Investment entity and checked that the rationale applied was consistent with the requirements of IFRS. Furthermore we challenged management on the explanations and rationale and considered whether these were consistent with our understanding of the entity, its operations and activities. We obtained management's memorandum in respect of each of the underlying investments which detailed the rationale for acquiring each of these investments and the exit strategy for each investment. We considered whether the rationale for acquiring these investments was in accordance with our understanding obtained throughout the audit and was consistent with that of an investment entity. Where appropriate we agreed the details included in management's memoranda to supporting evidence such as Board meeting minutes, publications for investors and fair value assessments. We reviewed management's fair value assessment of each of the investments and checked that all of the investments were evaluated on a fair value basis at the year end. We reviewed the key disclosures in respect of this matter to test that they were complete, accurate, and appropriate in the context of the requirements of IFRS 10.
Key Observations
Based on the procedures performed we consider management's view regarding the Group's investment entity status to be appropriate. |
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
| | Group financial statements | |
|
| 2023
| 2022
|
| Materiality | $788,000 | $381,000 |
| Basis for determining materiality | 1.5% of the Gross investment balance | 1% of the Gross investment balance |
| Rationale for the benchmark applied | As an Investment entity, investments are the key balance in the financial statements and a key balance of interest to the users. 1.5% was selected based on the nature of the portfolio and the level of judgement inherent in the valuation. The percentage has increased from prior year given the higher portion of unquoted investments. | As an Investment entity, investments are the key balance in the financial statements and a key balance of interest to the users. 1% was selected based on the nature of the portfolio and the level of judgement inherent in the valuation. |
| Performance materiality | $512,000 | $247,000 |
| Basis for determining performance materiality | 65% of materiality
When setting performance materiality we consider a number of factors including the expected misstatements, the history of misstatements and brought forward adjustments from the prior years as well as the areas of the financial statements subject to estimation uncertainty.
| 65% of materiality
When setting performance materiality we consider a number of factors including the expected misstatements, the history of misstatements and brought forward adjustments from the prior years as well as the areas of the financial statements subject to estimation uncertainty.
|
Component materiality
We set materiality for the consolidated component of the Group based on 95% (2022: 95%) of Group materiality due to the size and our assessment of the risk of material misstatement of the Group. Component materiality was set at $749,000 (2022: $361,000). In the audit of the component, we further applied a performance materiality level of 65% (2022: 65%) of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $15,000 (2022: $7,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report and Consolidated Financial Statements other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate Governance Statement
As the Group has voluntarily adopted the UK Corporate Governance Code 2018 we are required to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Parent Company's compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
| Going concern and longer-term viability | · The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 15; and · The Directors' explanation as to their assessment of the Group's prospects, the period this assessment covers and why the period is appropriate set out on page 15. |
| Other Code provisions | · Directors' statement on fair, balanced and understandable set out on page 17; · Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 10; · The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 10; · The section describing the work of the Audit and Risk Committee set out on page 21. |
Other Companies (Guernsey) Law, 2008 reporting
We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:
· proper accounting records have not been kept by the Parent Company; or
· the financial statements are not in agreement with the accounting records; or
· we have failed to obtain all the information and explanations which, to the best of our knowledge and belief, are necessary for the purposes of our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
· Our understanding of the Group and the industry in which it operates;
· Discussion with management and those charged with governance; and
· Obtaining an understanding of the Group's policies and procedures regarding compliance with laws and regulations, we considered the significant laws and regulations to be Companies (Guernsey) Law, 2008, UK-adopted international accounting standards, the AIM listing rules and the TISE listing rules.
The Group is also subject to laws and regulations where the consequence of non-compliance with legislation could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. Such laws and regulations cover tax, Employment and compliance litigation including the Prevention of Corruption (Bailiwick of Guernsey) Law 2003.
Our procedures in respect of the above included:
· Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
· Enquiries of management, the Directors, and the Audit Committee, as to whether they were aware of any non-compliance with laws and regulations;
· Obtaining an understanding of the control environment in monitoring compliance with laws and regulations;
· Review of financial statements disclosures and agreeing to supporting documentation; and
· Review of legal invoice and legal correspondence to identify potential non-compliance with laws and regulations or undisclosed contingencies and commitments.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
· Enquiry with management and those charged with governance including the Directors and the Audit Committee, regarding any known or suspected instances of fraud;
· Obtaining an understanding of the Group's policies and procedures relating to:
- Detecting and responding to the risks of fraud; and
- Internal controls established to mitigate risks related to fraud.
· Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
· Discussion among the engagement team as to how and where fraud might occur in the financial statements; and
· Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the area's most susceptible to fraud to be management override of controls, valuation of unquoted investments, revenue recognition and the appropriate recognition of expenditure.
Our procedures in respect of the above included:
· Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation;
· testing a sample of low value journals to incorporate an element of unpredictability into our testing;
· agreeing revenue to supporting documentation such as bank statements, management accounts of investee companies, and subsidiary company Board approvals for dividend income as appropriate to gain assurance over the existence and appropriate recognition of revenue;
· Tested a sample of expenditure and obtained confirmation from the Board regarding the nature and validity of expenditure incurred; and
· the procedures outlined in our key audit matters above in respect of unquoted investment valuations.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members wo were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with legislation throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
The engagement partner on the audit resulting in this independent auditors opinion is Elizabeth Hooper.
Use of our report
This report is made solely to the Parent Company's members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
BDO LLP
Chartered accountants
London, UK
November 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2023
| |
| 2023 |
| 2022 | |
| | Note | $ |
| $ | |
| | | | | | |
| Revenue | 5 | 14,182,711 | | 7,198,826 | |
| | | | | | |
| Net gain/(loss) on financial assets at fair value through profit and loss | 14 | 10,456,111 | | (20,202,661) | |
| | | | | | |
| Administrative expenses | 6 | (6,166,003) | | (303,405) | |
| | | | | | |
| Operating profit/(loss) for the year before tax |
| 18,472,819 |
| (13,307,240) | |
|
| | | | | |
| Interest receivable | 9 | 272,415 | | 15,165 | |
| | | | | | |
| Interest payable | 10 | (2,519,207) | | (2,360,017) | |
|
| | | | | |
| Impairment of financial assets at amortised cost | | - | | (712,660) | |
| | | | | | |
| Gain on partial settlement of CULS | 17 | 224,868 | | - | |
|
| | | | | |
| Profit/(loss) on ordinary activities before taxation |
| 16,450,895 |
| (16,364,752) | |
|
| | | | | |
| Tax on profit/(loss) from ordinary activities | | - | | - | |
|
| | | | | |
| Total profit/(loss) for the year |
| 16,450,895 |
| (16,364,752) | |
|
|
|
|
|
| |
| Other comprehensive income |
| - |
| - | |
|
|
|
|
|
| |
| Total comprehensive profit/(loss) for the year |
| 16,450,895 |
| (16,364,752) | |
|
|
|
|
|
| |
| Basic Profit/ (losses) per share | 11 | 0.20941 |
| (0.20843) | |
|
| |
|
|
| |
| Diluted Profit/ (losses) per share | 11 | 0.20941 |
| (0.20843) | |
|
| | | | | |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION Company No. 62008
As at 31 December 2023
| | | 2023 |
| 2022 |
|
| Note | $ |
| $ |
| Assets | | | | |
| Non-current assets | | | | |
| Property, plant and equipment | 13 | 26,421 | | 26,982 |
| Investments | 14 | 52,538,656 | | 38,162,574 |
| Right of use assets | 21 | 115,357 | | 82,872 |
| Total non-current assets |
| 52,680,434 |
| 38,272,428 |
| | | | | |
| Current assets | | | | |
| Trade and other receivables | 15 | 7,970,810 | | 3,055,956 |
| Cash and cash equivalents | | 705,606 | | 586,040 |
| Total current assets |
| 8,676,416 |
| 3,641,996 |
| | | | | |
| Total assets |
| 61,356,850 |
| 41,914,424 |
| | | | | |
|
|
| | | |
| Current liabilities |
| | | |
| Trade and other payables | 16 | (980,222) | | (756,296) |
| 3.5% Convertible Unsecured Loan Stock | 17 | (36,710,043) | | - |
| Total current liabilities |
| (37,690,265) |
| (756,296) |
|
| | | | |
| Long term liabilities | | | | |
| 3.5% Convertible Unsecured Loan Stock | 17 | - | | (33,922,606) |
| Lease liabilities | 21 | (17,585) |
| - |
| Total long term liabilities |
| (17,585) |
| (33,922,606) |
|
|
| | | |
| Net assets |
| 23,649,000 |
| 7,235,522 |
|
|
| | | |
| Equity |
| | | |
| Share capital | 18 | 100,141,648 | | 100,141,648 |
| Equity component of 3.5% Convertible Unsecured Loan Stock | 17 | 6,823,671 | | 6,919,355 |
| Other capital reserves | 23 | - | | 37,417 |
| Accumulated losses | | (78,388,806) | | (94,935,385) |
| Exchange reserve | 2.13 | (4,927,513) | | (4,927,513) |
|
| | | | |
| Total equity |
| 23,649,000 |
| 7,235,522 |
|
|
|
|
|
|
| Net asset value per ordinary share | 19 | 30.10c |
| 9.21c |
The Financial Statements on pages 36 to 77 were approved by the Board of Directors of APQ Global Limited and signed on 15 November 2024 on its behalf by:
___________________ ___________________
Bart Turtelboom Phil Soulsby
Chief Executive Officer Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 31 December 2023
|
| Notes | Share capital |
CULS equity component |
Other capital reserves | Accumulated losses | Exchange reserve | Total |
|
|
| $ | $ | $ | $ | $ | $ |
|
|
|
|
|
|
|
|
|
| As at 1 January 2022 |
| 100,005,450 | 6,919,355 | 167,331 | (78,570,633) | (4,927,513) | 23,593,990 |
|
|
|
|
|
|
|
|
|
| Comprehensive loss for the year |
|
|
|
|
|
|
|
| Loss for the year | | - | - | - | (16,364,752) | - | (16,364,752) |
|
|
| | | | | | |
| Equity after total comprehensive loss for the year |
| 100,005,450 | 6,919,355 | 167,331 | (94,935,385) | (4,927,513) | 7,229,238 |
| | | | | | | | |
| Contributions by and distributions to owners | | | | | | | |
| Share based payments | 20 | - | - | 19,756 | - | - | 19,756 |
| Share based payments settled in cash | 20 | - | - | (13,472) | - | - | (13,472) |
| Issue of share awards | 18 | 136,198 | - | (136,198) | - | - | - |
| Dividends | 12 | - | - | - | - | - | - |
| | | | | | | | |
| As at 31 December 2022 |
| 100,141,648 | 6,919,355 | 37,417 | (94,935,385) | (4,927,513) | 7,235,522 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
As at 31 December 2023
|
| Notes | Share capital |
CULS equity component |
Other capital reserves | Accumulated losses | Exchange reserve | Total |
|
|
| $ | $ | $ | $ | $ | $ |
|
|
|
|
|
|
|
|
|
| As at 1 January 2023 |
| 100,141,648 | 6,919,355 | 37,417 | (94,935,385) | (4,927,513) | 7,235,522 |
|
|
|
|
|
|
|
|
|
| Comprehensive profit for the year |
|
|
|
|
|
|
|
| Profit for the year | | - | - | - | 16,450,895 | - | 16,450,895 |
|
|
| | | | | | |
| Equity after total comprehensive profit for the year |
| 100,141,648 | 6,919,355 | 37,417 | (78,484,490) | (4,927,513) | 23,686,417 |
| | | | | | | | |
| Contributions by and distributions to owners | | | | | | | |
| Share based payments | 20 | - | - | (34,049) | - | - | (34,049) |
| Share based payments settled in cash | 20 | - | - | (3,368) | - | - | (3,368) |
| Transfer to reserves on settlement of CULS | 17 | - | (95,684) | - | 95,684 | - | - |
| Dividends | 12 | - | - | - | - | - | - |
| | | | | | | | |
| As at 31 December 2023 |
| 100,141,648 | 6,823,671 | - | (78,388,806) | (4,927,513) | 23,649,000 |
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 31 December 2023
| | |
|
|
|
| | | 2023 |
| 2022 |
| Cash flow from operating activities | Note | $ |
| $ |
|
| | | | |
| Cash generated from operations | | | | |
| Profit/(loss) for the financial year | | 16,450,895 | | (16,364,752) |
| Adjustments for non-cash income and expenses |
|
|
|
|
| Equity settled share-based payments | 20 | (34,049) | | 19,756 |
| Depreciation on property, plant and equipment | 13 | 18,996 | | 17,083 |
| Depreciation on right of use assets | 21 | 82,872 | | 80,187 |
| Net (gain)/loss on financial assets at fair value through profit and loss | 14 | (10,456,111) | | 20,202,661 |
| Gain on partial settlement of CULS via tender | 17 | (224,868) | | - |
| Exchange rate fluctuations | 6 | 2,000,422 | | (4,214,851) |
| Changes in operating assets and liabilities | | | | |
| Increase in trade and other receivables | 15 | (94,459) | | (492,077) |
| Increase/(decrease) in trade and other payables | 16 | 254,638 | | (77,456) |
| Increase in receivables from group undertakings | 15 | (4,820,395) | | (1,623,451) |
| Decrease in payables from group undertakings | 16 | (45,612) | | (5,746) |
| Cash generated from/(utilised by) operations | | 3,132,329 |
| (2,458,646) |
| | | | | |
| Interest received | 9 | (272,415) | | (15,165) |
| Interest paid | 10 | 2,519,207 | | 2,360,017 |
| | | | | |
| Net cash inflow/(outflow) from operating activities |
| 5,379,121 |
| (113,794) |
|
|
|
|
|
|
| Cash flow from investing activities | | | | |
| Payments to acquire investments | 14 | (3,919,971) |
| (538,404) |
| Payments to acquire property, plant and equipment | 13 | (18,435) | | (9,897) |
| Proceeds from disposal of investments | | - | | 1,907,221 |
| Interest received | 9 | 272,415 | | 15,165 |
| | | | | |
| Net cash (outflow)/inflow from investing activities |
| (3,665,991) |
| 1,374,085 |
|
|
|
|
|
|
| Cash flow from financing activities |
|
|
|
|
| Interest on CULS | 17 | (1,297,894) | | (1,268,504) |
| Partial settlement of CULS via tender | 17 | (249,380) | | - |
| Cash settled share-based payments | 20 | (3,368) | | (13,472) |
| Principal paid on lease liabilities | 21 | (89,128) | | (79,490) |
| | | | | |
| Net cash outflow from financing activities |
| (1,639,770) |
| (1,361,466) |
|
| | | | |
| Net increase/(decrease) in cash and cash equivalents |
| 73,360 |
| (101,175) |
|
| | | | |
| Cash and cash equivalents at beginning of year | | 586,040 | | 670,644 |
| Exchanged rate fluctuations on cash and cash equivalents | | 46,206 | | 16,571 |
| Cash and cash equivalents at end of year |
| 705,606 |
| 586,040 |
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 31 December 2023 (continued)
|
| At 1 January 2023 |
| Movements arising from cash flows |
| Non- cash movements |
| At 31 December 2023 |
|
| $ |
| $ |
| $ |
| $ |
| Reconciliation of net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents | |
|
|
|
|
|
|
| Cash at bank | 586,040 | | 73,360 | | 46,206 | | 705,606 |
| | | | | | | | |
| Debt: | | | | | | | |
| Convertible Unsecured Loan Stock | (33,922,606) | | 1,547,274 | | (4,334,711) | | (36,710,043) |
| Lease liabilities | (82,872) | | 89,128 | | (121,613) | | (115,357) |
| | (34,005,478) | | 1,636,402 | | (4,456,324) | | (36,825,400) |
| | | | | | | | |
| Net debt | (33,419,438) | | 1,709,762 | | (4,410,118) | | (36,119,794) |
| | | | | | | | |
| | | | Movements arising from cash flows | | Non- cash movements | | Total |
| | | | $ | | $ | | $ |
| Movements on debt balances comprise: | | | | | | | |
| Cash flows used in principal payments of lease liabilities | | | 89,128 | | - | | 89,128 |
| Recognition of lease liability | | | - | | (115,357) | | (115,357) |
| Amortisation of discount on lease liabilities | | | - | | (3,537) | | (3,537) |
| Exchange differences on lease liability | | | - | | (2,719) | | (2,719) |
| | | | | | | | |
| Cash flows used in servicing interest payments of CULS | | | 1,297,894 | | - | | 1,297,894 |
| Cash flows used in partial settlement of CULS | | | 249,380 | | - | | 249,380 |
| Gain on partial settlement of CULS | | | - | | 224,868 | | 224,868 |
| Amortisation of discount on CULS issue | | | - | | (2,515,670) | | (2,515,670) |
| Exchange differences on CULS liability | | | - | | (2,043,909) | | (2,043,909) |
|
| |
| 1,636,402 |
| (4,456,324) |
| (2,819,922) |
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
1. Corporate information
The financial statements of APQ Global Limited (the "Group") for the year ended 31 December 2023 were authorised for issue in accordance with a resolution of the Board of Directors on 15 November 2024. The Company is incorporated as a limited company in Guernsey. The Company was incorporated on 10 May 2016 for an unlimited duration in accordance with the Companies (Guernsey) Law, 2008. The Company's registered office is at 1st Floor, Tudor House, Le Bordage, St Peter Port, Guernsey, GY1 1DB.
The objective of the Company is to steadily grow its earnings to seek to deliver attractive returns and capital growth through a combination of building growing businesses in emerging markets as well as earning revenue from income generating operating activities[12].
The Company and its subsidiaries[13] have no investment restrictions and no maximum exposure limits will apply to any investments made by the Group, unless otherwise determined and set by the Board from time to time. No material change will be made to the Company's or subsidiaries objective or investing policy without the approval of Shareholders by ordinary resolution.
The Group's investment activities are managed by the Board.
The shares are quoted on The International Stock Exchange for informational purpose. The ordinary shares are admitted to trading on AIM.
2. Material accounting policies
2.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance UK adopted International Accounting Standards (UK IAS) and applicable law. The financial statements have been prepared on a historical-cost basis, except for financial assets and financial liabilities held at fair value through profit or loss (FVTPL) that have been measured at fair value. The financial statements have been prepared on a going concern basis.
The principal accounting policies are set out below.
2.2 Going concern
Going Concern
The Directors believe that it is appropriate to adopt the going concern basis in preparing the Financial Statements since a significant percentage of the assets of the Group consist of cash and, the forecasted distributable dividends from Delphos Internationals in the next 12 months, provide adequate financial resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. The Group expects to be able to meet all its liabilities as they fall due, including the remaining CULS liability of GBP 26.1 million (as at the date of approval of the financial statements) now due in March 2025, following the CULS Holders agreement to the extension of the settlement date for the CULS to March 2025. See below for the Stress Testing applied in coming to this conclusion. See below for the Stress Testing applied in coming to this conclusion.
Despite the confidence of the Directors that the Company should have the ability to continue for a period of at least 12 months and be able to meet its liabilities as they fall due the Directors accept this is uncertain. Since refinancing discussions with counterparties are yet to be concluded and the timing of forecasted dividends from investee companies, in particular the Delphos business is dependent on Delphos' operations generating sufficient cashflows which is not guaranteed, there remains a material uncertainty with respect to going concern
Stress Testing
After assessing the Group as a Going Concern in normal and poor economic conditions across a one year horizon, the Group expects to maintain a sufficient expense coverage ratio net of paying all its operating expenses and net of its financial payment obligations to the CULS under normal conditions. The Group does not expect to breach any debt covenants and is forecast to retain USD 9.69 million in cash as of November, 30th, 2025.
Under normal market assumptions, the Group assumes that it meets all its financial obligations as well as its operating expenses. The Group forecasts to receive USD 44.5 million of dividend income from its Direct Investment Portfolio between November 2024 and November 2025, albeit there is no guarantee that these amounts will be received within the time period. Under poor economic conditions, the earnings assumptions are reduced, and USD 35.8 million of dividends are received from the Company's Direct Investment Portfolio over the same period, whilst the financial obligations and expenses are held constant. There are zero Fair Value Profit or Losses assumed on the Direct Investment Portfolio throughout the period under review.
Despite the confidence of the Directors that the Group should have the ability to continue for a period of at least 12 months and be able to meet its liabilities as they fall due, including repayment of the CULS, the Directors accept this is uncertain. The Group is actively engaged in refinancing discussions with counterparties, however these discussions are yet to be concluded. Furthermore, the receipt of forecasted dividends from investee companies, in particular the Delphos business is dependent on Delphos' operations generating sufficient cashflows which is not guaranteed; therefore the amount and timing of forecasted dividends remains uncertain. This indicates the existence of a material uncertainty, which may cast significant doubt on the ability of the Group to continue as a going concern. Therefore, the Group may be unable to realise its assets and settle its liabilities in the normal course of business.
The Directors have a reasonable expectation that refinancing and/or the forecasted dividends will be forthcoming. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. The financial statements do not include any adjustments should the basis of preparation be inappropriate.
Dividend Suspension
The continued suspension of the dividend paid to ordinary shareholders will increase the liquidity available to the Company by approximately $6m per annum based on level of dividends paid prior to implementation of the dividend hold. The Board reviews the dividend policy quarterly. The dividend remains on hold until further notice.
2.3 Functional and presentational currency
The Group's presentational and functional currency is US Dollars.
2.4 Standards issued
Standards, amendments and interpretations effective for the current year
The following amendments are effective for the period beginning 1 January 2023:
· IFRS 17 Insurance Contracts;
· Disclosure of material Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements);
· Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors);
· Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes); and
· International Tax Reform - Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) (effective immediately upon the issue of the amendments and retrospectively).
These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1 January 2023. See the applicable notes for further details on how the amendments affected the Group.
2.4 Standards issued (continued)
Standards, amendments and interpretations effective for the current year (continued)
IFRS 17 Insurance Contracts
IFRS 17 was issued by the IASB in 2017 and replaces IFRS 4 for annual reporting period beginning on or after 1 January 2023. IFRS 17 introduces an internationally consistent approach to the accounting for insurance contracts. Prior to IFRS 17, significant diversity has existed worldwide relating to the accounting for and disclosure of insurance contracts, with IFRS 4 permitting many previous accounting approaches to be followed. Since IFRS 17 applies to all insurance contracts issued by an entity (with limited scope exclusions), its adoption may have an effect on non-insurer. The Group carried out an assessment of its contracts and operations and concluded that the adoption of IFRS 17 has had no effect on its annual financial statements.
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements)
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose 'significant accounting policies' with 'material accounting policy information'. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure. These amendments have no effect on the measurement or presentation of any items in the Group's financial statements but affect the disclosure of the Group's accounting policies.
Definition of Accounting Estimates (Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors)
The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in an input or measurement technique are changes in accounting estimates, unless resulting from the correction of prior period errors. These amendments clarify how entities make the distinction between changes in accounting estimate, changes in accounting policy and prior period errors.
These amendments had no effect on the Group's financial statements.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes)
In May 2021, the IASB issued amendments to IAS 12, which clarify whether the initial recognition exemption applies to certain transactions that result in both an asset and a liability being recognised simultaneously (e.g. a lease in the scope of IFRS 16). The amendments introduce an additional criterion for the initial recognition exemption, whereby the exemption does not apply to the initial recognition of an asset or liability which at the time of the transaction, gives rise to equal taxable and deductible temporary differences.
These amendments had no effect on the Group's financial statements.
International Tax Reform - Pillar Two Model Rules (Amendment to IAS 12 Income Taxes)
In December 2021, the Organisation for Economic Co-operation and Development (OECD) released a draft legislative framework for a global minimum tax that is expected to be used by individual jurisdictions. The goal of the framework is to reduce the shifting of profit from one jurisdiction to another in order to reduce global tax obligations in corporate structures. In March 2022, the OECD released detailed technical guidance on Pillar Two of the rules. Stakeholders raised concerns with the IASB about the potential implications on income tax accounting, especially accounting for deferred taxes, arising from the Pillar Two model rules. The IASB issued the final Amendments (the Amendments) International Tax Reform - Pillar Two Model Rules, in response to stakeholder concerns on 23 May 2023.
The Amendments introduce a mandatory exception to entities from the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two model rules. The exception is effective immediately and retrospectively. The Amendments also provide for additional disclosure requirements with respect to an entity's exposure to Pillar Two income taxes.
The directors have determined that the Group is not within the scope of OECD's Pillar Two Model Rules and the exception to the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes is not applicable to the Group.
2.4 Standards issued (continued)
New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2024:
· Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases);
· Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements);
· Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and
· Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures)
The following amendments are effective for the period beginning 1 January 2025:
· Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)
The Group is currently assessing the impact of these new accounting standards and amendments. The Group does not believe that the amendments to IAS 1 will have a significant impact on the classification of its liabilities, as the conversion feature in its convertible debt instruments is classified as an equity instrument and therefore, does not affect the classification of its convertible debt as a non-current liability. The Group does not expect any other standards issued by the IASB, but are yet to be effective, to have a material impact on its financial statements.
2.5 Basis of consolidation
The Directors have concluded that APQ Global Limited has all the elements of control as prescribed by IFRS 10 "Consolidated Financial Statements" in relation to its subsidiaries and that the Company satisfies the criteria to be regarded as an investment entity. For a detailed analysis of the assessment of the criteria please refer to note 3; Significant accounting judgements, estimates and assumptions. Based on this, the directly held subsidiaries APQ Cayman Limited, APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited and APQ Knowledge Limited, along with indirectly held subsidiaries, are therefore measured at fair value through profit or loss (FVTPL), in accordance with IFRS 13 "Fair Value Measurement" and IFRS 9 "Financial Instruments".
Notwithstanding this, IFRS 10 requires subsidiaries that provide services that relate to the investment entity's investment activities to be consolidated. The subsidiary APQ Partners LLP assists the Board with implementation of its business strategy, provides research on business opportunities in emerging markets and provides support for cash management and risk management purposes. Accordingly, the consolidated financial statements of the Group include the results of the Company and APQ Partners LLP, whilst APQ Cayman Limited, APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited and APQ Knowledge Limited are directly held subsidiaries measured at FVTPL. The results of APQ Partners LLP are consolidated from the date control commences. Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions are eliminated in preparing these consolidated financial statements.
2.6 Financial instruments
The Group classifies its financial assets and financial liabilities at initial recognition into the following categories, in accordance with IFRS 9 Financial Instruments.
Financial assets at FVTPL
The investments in APQ Cayman Limited, APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited and APQ Knowledge Limited are designated at fair value through profit or loss upon initial recognition on the basis that they are part of a group of financial assets that are managed and have their performance evaluated on a fair value basis, in accordance with risk management and investment strategies of the Company, as set out in the Company's offering document.
2.6 Financial instruments (continued)
Financial assets at FVTPL (continued)
In accordance with the exception under IFRS 10 Consolidated Financial Statement for an investment entity, the Company does not consolidate its investments in APQ Cayman Limited, APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited and APQ Knowledge Limited and has designated the investments as fair value through profit or loss in the financial statements. The investments in APQ Cayman Limited, APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited and APQ Knowledge Limited are subsequently measured at fair value with movements in fair value recognised as net gain on financial assets at fair value through profit and loss in the consolidated statement of comprehensive income.
Financial assets held at amortised cost
The Group recognises trade debtors, accrued income and other debtors as financial assets classified as amortised cost. These assets are held in order to collect the contractual cash flows and the contractual cash flows are solely payments of principal and interests. These are classified, at initial recognition, as receivables at fair value plus transaction costs and are subsequently measured at amortised cost. The Group has adopted the simplified approach to the credit loss model. Under the simplified credit loss model approach a provision is recognised based on the expectation of default rates over the full lifetime of the financial assets without the need to identify significant increases on credit risk on these assets.
A financial asset (or, where applicable, a part of a financial asset or a part of a group of similar financial assets) is derecognised where the rights to receive cash flows from the asset have expired, or the Group has transferred its rights to receive cash flows from the asset, or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement and either:
(a) the Group has transferred substantially all of the risks and rewards of the asset; or
(b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.
When the Company has transferred its right to receive cash flows from an asset (or has entered into a pass-through arrangement), and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group's continuing involvement in the asset. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Further detail of the Group's financial assets held at amortised cost are disclosed in Note 15 and Note 22 in these financial statements.
Financial liabilities held at amortised cost
The Group recognises trade creditors, other creditors, accruals liability component of convertible preference shares, and the liability component of convertible loan stock as other financial liabilities. Other financial liabilities are classified, at initial recognition, as payables at fair value net of transaction costs and are subsequently measured at amortised cost using the effective interest method. Further details are disclosed in Note 16, Note 17, Note 21 and Note 22 in these financial statements.
The Group derecognises a financial liability when the obligation under the liability is discharged, cancelled or expired.
2.7 Fair value measurement
The Company measures its investments in APQ Cayman Limited, APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited and APQ Knowledge Limited at fair value at each reporting date.
For APQ Cayman Limited this is considered to be the carrying value of the net assets of APQ Cayman Limited. APQ Cayman Limited, which has held cash, marketable equities and other tradeable positions, measures its underlying investments at fair value.
2.7 Fair value measurement (continued)
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible to the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
The fair value for financial instruments traded in active markets at the reporting date is based on their quoted price (bid price for long positions and ask price for short positions), without any deduction for transaction costs.
For all other financial instruments, not traded in an active market, including APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact Limited and APQ Knowledge Limited, the fair value is determined by using valuation techniques deemed to be appropriate in the circumstances. These have been determined in accordance with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines. These guidelines require the valuer to make judgements with regards to the most appropriate valuation method to be used and the results and inputs used to determine these valuations.
Valuation methods that may be used include:
· the income approach - valuation through discounted cash flow forecast of future cash flows or earnings, using appropriate discount rates.
· the market approach - valuation by comparing the asset being valued to comparable assets for which price information is readily available. This price information can be in the form of transactions that have occurred or market information on companies operating in a similar industry.
· the cost approach - valuation based on the cost of reproducing or replacing the asset being valued.
The use of these guidelines requires management to make judgements in relation to the inputs utilised in preparing these valuations. These include but are not limited to:
· determination of appropriate comparable assets and benchmarks; and
· adjustments required to existing market data to make it more comparable to the asset being valued.
The use of these guidelines additionally requires management to make significant estimates in relation to the inputs utilised in preparing these valuations. These include but are not limited to:
· future cash flow expectations deriving from these assets; and
· appropriate discount factors to be used in determining the discounted future cash flows.
For assets and liabilities that are measured at fair value on a recurring basis, the Company identifies transfers between levels in the hierarchy by re-assessing the categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) and deems transfers to have occurred at the beginning of each reporting period.
2.8 Foreign currency translations
Transactions during the year, including purchases and sales of securities, income and expenses, are translated at the rate of exchange prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
2.8 Foreign currency translations (continued)
Transactions during the year, including purchases and sales of securities, income and expenses, are translated at the rate of exchange prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the reporting date.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Foreign currency transaction gains and losses on financial instruments classified as at FVTPL are included in profit or loss in the statement of comprehensive income as part of the 'net (loss) or gain on financial assets at fair value through profit or loss'.
2.9 Share capital
In the event of the liquidation of the Company the Ordinary Shares entitle the holder to a pro rata share of the Company's net assets. Shares are issued net of transaction costs, which are defined as incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
2.10 3.5% Convertible Unsecured Loan Stock
3.5% Convertible Unsecured Loan Stock ("CULS") issued by the Company is regarded as a compound instrument, comprising of a liability component and an equity component. At the date of issue, the fair value of the liability component was estimated by assuming that an equivalent non-convertible obligation of the Company would have a coupon rate of 6.5%. The fair value of the equity component, representing the option to convert liability into equity, is derived from the difference between the issue proceeds of the CULS and the fair value assigned to the liability. The liability component is subsequently measured at amortised cost using the effective interest rate.
Direct expenses associated with the CULS issue are allocated to the liability and equity components in proportion to the split of the proceeds of the issue. Expenses allocated to the liability component are amortised over the life of the instrument.
The interest expense on the CULS is calculated according to the effective interest rate method by applying the assumed rate of 6.5% at initial recognition to the liability component of the instrument. The difference between this amount and the actual interest paid is added to the carrying amount of the CULS.
2.11 Accumulated losses
Accumulated losses consist of profit or losses for the financial year as disclosed in the statement of comprehensive income less foreign currency translation differences. Dividends declared by the Board of Directors are accounted for as an increase in accumulated losses.
2.12 Exchange reserve
During the year ended 31 December 2017, the Company changed the functional and presentational currency in which it presents its financial statements from Pounds Sterling to US Dollars. A change in presentational currency is a change in accounting policy which is accounted for retrospectively. The financial information for the period ended 31 December 2016 was previously reported in Pounds Sterling and was restated in US Dollars using differing exchange rates. The retained earnings were converted using an average rate for the period they related to. Equity shares were converted using the historical date which was the date of issue of the shares. The assets and liabilities were converted at the closing exchange date at 31 December 2016. Therefore, an exchange reserve is included in the Statement of Financial Position to reflect the fact this change in presentational currency from the functional currency to 31 December 2016.
2.13 Distributions to shareholders
Dividends are at the discretion of the Company. A dividend to the Company's shareholders is accounted for as a deduction from retained earnings. An interim dividend is recognised as a liability in the period in which it becomes irrevocable, which is following its payment. A final dividend is recognised as a liability in the period when it becomes irrevocable, which is once it has been approved at the annual general meeting of shareholders.
2.14 Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and short-term deposits in banks that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, with original maturities of three months or less.
Short-term investments that are not held for the purpose of meeting short-term cash commitments and restricted margin accounts are not considered as 'cash and cash equivalents'.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined.
2.15 Impairment of receivables from group undertakings
Impairment provisions for receivables from group undertakings are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, no impairment is recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
2.16 Interest revenue and expenses
Interest revenue and expenses are recognised in the statement of comprehensive income for all interest-bearing financial instruments using the effective interest method.
2.17 Dividend income
Dividend income is recognised on the date when the Company's right to receive the payment is established. This is ordinarily at the ex-dividend date.
2.18 Net gain or loss on financial assets and liabilities at fair value through profit or loss
Net gains or losses on financial assets and liabilities at FVTPL are changes in the fair value of financial assets and liabilities held for trading or designated upon initial recognition as at FVTPL and exclude interest and dividend income and expenses.
Unrealised gains and losses comprise changes in the fair value of financial instruments for the period and from reversal of the prior period's unrealised gains and losses for financial instruments which were realised in the reporting period. Realised gains and losses on disposals of financial instruments classified as at FVTPL are calculated using the first-in, first-out (FIFO) method. They represent the difference between an instrument's initial carrying amount and disposal amount, or cash payments or receipts made on derivative contracts (excluding payments or receipts on collateral margin accounts for such instruments).
2.19 Fee expense
Fees are recognised on an accrual basis. Refer to Note 6 for details of fees and expenses paid in the period.
2.20 Taxes
The Company is taxable in Guernsey at the company standard rate of 0% (2022: 0%).
2.21 Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
· leases of low value assets; and
· leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group's incremental borrowing rate on commencement of the lease is used. Variable lease payments are expensed in the period to which they relate.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
· lease payments made at or before commencement of the lease;
· initial direct costs incurred; and
· the amount of any provision recognised where the group is contractually required to dismantle, remove or restore the leased asset.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made.
Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset.
3. Significant accounting judgements, estimates and assumptions
The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts recognised in the financial statements and disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Judgements
In the process of applying the Group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:
Assessment as investment entity
Entities that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at fair value through profit or loss rather than consolidate them, except to the extent that the subsidiary provides services that relate to the investment entity's investment activities. The criteria which define an investment entity are, as follows:
• an entity that obtains funds from one or more investors for the purpose of providing those investors with investment management services;
• an entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and
• an entity that measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Company's listing document details its objective of providing investment management services to investors which includes investing in equities, fixed income securities, private equity and property investments for the purpose of returns in the form of investment income and capital appreciation. This is via its subsidiary APQ Cayman Limited. The Company also holds several private investments either directly or through its other subsidiaries for the purpose of investment income and capital appreciation.
The Company reports to its investors via quarterly investor information, and to its management, via internal management reports, on a fair value basis. All investments are reported at fair value to the extent allowed by UK IAS in the Company's annual reports. The Company has an exit strategy for all of its underlying investments.
Assessment as investment entity (continued)
The Board has concluded that the Company meets additional characteristics of an investment entity, in that it has more than one investment; the Companies ownership interests are predominantly in the form of equities and similar securities; it has more than one investor and its investors are not all related parties.
The Board has therefore concluded that the Company meets the definition of an investment entity. These conclusions will be reassessed on an annual basis, if any of these criteria or characteristics change. The Board therefore recognises its investment in APQ Cayman Limited, APQ Corporate Services Limited, APQ Knowledge Limited, Delphos Holdings Limited, and Evergreen Impact Limited at fair value through profit or loss. The Board has also concluded that since APQ Partners LLP provides services related to the Company's investment activities, this subsidiary should be consolidated.
Valuation of investments
There are a range of methods for determining the fair value of the unquoted investments held by the Group. Determination of the most appropriate method for valuing these is a key judgement of the Board, and the use of different methods will result in variations in the fair value determined for each investment. The Board determines the most appropriate method based off the life stage of the investment and available comparisons to existing companies operating in the same investments. The Board utilises qualified third parties to assist in deciding the most appropriate valuation technique for trading entities and entities that do not hold quoted assets.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
Fair value of investments
The Directors consider that the fair value of the investment in APQ Cayman Limited should be based on the NAV of APQ Cayman Limited, please refer to note 2.6 and note 14 for further discussion regarding the fair value of investments.
The Directors measure the investments in APQ Corporate Services Limited, APQ Knowledge Limited, Delphos Holdings Limited and Evergreen Impact Limited in accordance with the IPEV guidelines based on the value of the indirect subsidiaries held by those entities. As these investments are unlisted, their fair value is determined through a range of inputs using external comparisons and management generated forecasts. Forecasts are by their nature estimated expectations and this leads to material estimation uncertainty with respect to the valuation of these investments. The Directors engage qualified third party valuation specialists to assist with valuation of some indirect subsidiaries who use a combination of valuation techniques to determine fair value. Other indirect subsidiaries, where inputs are not available to facilitate a valuation based on future forecasts are valued based on the net asset value at year end. The valuation methodology applied to each subsidiary is detailed in note 14.
The forecast future cash flows are a key estimate in the determination of these valuations and are subject to uncertainty. These forecasts are determined at the Statement of Financial Position date and do not reflect changes in these forecasts from events after the reporting periods.
4. Information
For management purposes, the Group is organised into one main operating segment, which invests in equities and credit, government and local currency bonds. All of the Group's activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.
4. Information (continued)
The following table analyses the Group's assets by geographical location. The basis for attributing the assets are the place of listing for the securities or for non-listed securities, country of domicile.
| | | 2023 |
| 2022 |
| Group |
| $ |
| $ |
|
| | | | |
| Cayman | | 14,665,766 | | 26,197,356 |
| United Kingdom | | 708,023 | | 530,371 |
| Guernsey | | 45,983,061 | | 15,184,847 |
| |
|
|
|
|
| | | 61,356,850 |
| 41,912,574 |
5. Analysis of revenue
| | | 2023 |
| 2022
|
|
|
| $ |
| $ |
|
| | | | |
| Dividends received from APQ Cayman Limited | | 14,182,711 | | 7,128,826 |
| Dividends received from APQ Knowledge Limited | | - | | 70,000 |
| |
|
|
|
|
| | | 14,182,711 |
| 7,198,826 |
6. Analysis of administrative expenses
| | | 2023 |
| 2022 |
|
| Notes | $ |
| $ |
|
| | | | |
| Personnel expenses (excluding share-based payments) | 8 | 701,043 | | 790,277 |
| Depreciation of property, plant and equipment | 13 | 18,996 | | 17,083 |
| Depreciation of right of use assets | 21 | 82,872 | | 80,187 |
| Payments on short term leases | | 94,587 | | 168,172 |
| Auditor's remuneration - Audit fees | | 214,867 | | 161,750 |
| Nominated advisor fees | | 124,523 | | 62,369 |
| Administration fees and expenses | | 279,048 | | 204,751 |
| Directors' remuneration | 7 | 135,556 | | 131,515 |
| Other expenses | | 800,582 | | 769,612 |
| Travel and subsistence | | 1,471,990 | | - |
| Professional fees |
| 473,158 |
| 2,355,235 |
| Share based payment expenses | 20 | (34,049) |
| 19,756 |
| Insurance |
| 13,883 |
| 17,478 |
| Recharge of expenses to APQ Cayman Limited | | (281,893) | | (342,630) |
| Net exchange losses/(gains) |
| 2,070,840 |
| (4,132,149) |
| |
|
|
|
|
| | | 6,166,003 |
| 303,405 |
Travel and subsistence include the corporate travel costs incurred in respect of establishment of the Delphos network and branding. These general corporate expenses such as travel and business development were incurred by a director on behalf of the company and subsequently re-imbursed.
7. Directors' remuneration
| | | 2023 |
| 2022
|
|
|
| $ |
| $ |
|
| | | | |
| Directors' remuneration | | 135,556 | | 131,515 |
| Share based payment expenses | | (34,049) | | 15,800 |
| |
|
|
|
|
| | | 101,507 |
| 147,315 |
| | | | | |
| The highest paid director was Bart Turtelboom (2022: Bart Turtelboom) | | 29,948 | | 45,418 |
| | | | | |
| Average number of directors in the year | | 4 | | 4 |
| | | | | |
In addition to the remuneration received from the Company, Bart Turtelboom also received $119,795 (2022: $131,984) from APQ Cayman Limited.
8. Personnel expenses
| | | 2023 |
| 2022
|
|
|
| $ |
| $ |
|
| | | | |
| Short term benefits - wage and salaries | | 342,549 | | 361,903 |
| Short term benefits - social security costs | | 21,907 | | 30,046 |
| Short term benefits - other benefits | | 327,108 | | 387,325 |
| Short term benefits - Share based payment expenses | | - | | 3,955 |
| Post-employment benefits | | 9,479 | | 11,003 |
| |
|
|
|
|
| | | 701,043 |
| 794,232 |
| Personnel expenses include expenses per note 6 and the portion of share based payments relating to individuals who are not directors of the Company. | ||||
| | | | | |
| Key management personnel expenses, excluding Directors' remuneration detailed in note 7, is as follows: | ||||
| | | 2023 | | 2022 |
| | | $ | | $ |
| | | | | |
| Short term benefits - other benefits | | 320,417 | | 365,338 |
| Short term benefits - Share based payment expenses | | - | | 3,955 |
| | | 320,417 |
| 369,293 |
| | | | | |
| Other benefits include drawings paid to the members of APQ Partners LLP and staff benefits such as healthcare. | ||||
9. Interest receivable
| | | 2023 |
| 2022 |
|
|
| $ |
| $ |
| Loan interest receivable from Palladium Trust Services Limited | | - | | 13,609 |
| Loan interest receivable from Promethean Advisory Limited | | 7,886 | | 1,404 |
| Loan interest receivable from Delphos International Limited | | 36,675 | | - |
| Loan interest receivable from Delphos Holdings Limited | | 226,667 | | - |
| Bank interest receivable |
| 1,187 |
| 152 |
| | | 272,415 |
| 15,165 |
10. Interest payable
| | | 2023 |
| 2022 |
|
|
| $ |
| $ |
|
| | | | |
| Interest on 3.5% Convertible Unsecured Loan Stock 2024 | | 2,515,670 | | 2,356,754 |
| Interest on lease liabilities | | 3,537 | | 3,263 |
| | | 2,519,207 |
| 2,360,017 |
11. Profits/(losses) per share
The basic and diluted profits/(losses) per share are calculated by dividing the profit/(loss) by the average number of ordinary shares outstanding during the year.
| | | 2023 |
| 2022 |
|
|
| $ |
| $ |
|
| | | | |
| Total comprehensive profit/(loss) for the year | | 16,450,895 | | (16,364,752) |
| Weighted average number of shares in issue | | 78,559,983 | | 78,514,452 |
| Profits/(losses) per share | | 0.20941 |
| (0.20843) |
| | |
|
|
|
| Diluted profits/(losses) per share | | 0.20941 |
| (0.20843) |
The Group has 5,920 (2022: 6,000) units of Convertible Loan Stock which are potentially dilutive if converted into ordinary shares. This would increase the weighted average number of shares by 5,920 (2022: 6,000) exercise price on these conversion options currently exceeds the traded share price of APQ Global. These are not currently dilutive (2022: not dilutive).
12. Dividends
No dividends were declared in the year ended 31 December 2023 (2022: none)
The stated dividend policy of the Company is to target an annualised dividend yield of 6% based on the Placing Issue Price. Due to the impact of Covid-19, and continuing negative performance, the Company has ceased all dividends until further notice.
There is no guarantee that any dividends will be paid in respect of any financial year. The ability to pay dividends is dependent on a number of factors including the level of income returns from the Company's investee entities. There can be no guarantee that the Group will achieve the target rates of return referred to in this document or that it will not sustain any capital losses through its activities.
13. Property, plant and equipment
|
| Office equipment |
| Furniture and fixtures |
|
Total |
|
| $ |
| $ |
| $ |
| Cost | | | | | |
| At 1 January 2023 | 114,600 | | 20,251 | | 134,851 |
| Additions during the year | 18,435 | | - | | 18,435 |
| At 31 December 2023 | 133,035 |
| 20,251 |
| 153,286 |
| | | | | | |
| Accumulated depreciation | | | | | |
| At 1 January 2023 | 88,043 | | 19,826 | | 107,869 |
| Charge for the year | 18,771 | | 225 | | 18,996 |
| At 31 December 2023 | 106,814 |
| 20,051 |
| 126,865 |
| | | | | | |
| Net book value | | | | | |
| At 31 December 2023 | 26,221 |
| 200 |
| 26,421 |
| | | | | | |
| At 31 December 2022 | 26,557 |
| 425 |
| 26,982 |
14. Investments
| | APQ Cayman Limited |
| APQ Corporate Services Limited |
|
APQ Knowledge Limited |
| Delphos Holdings Limited |
| Evergreen Impact Limited |
| BARTR Holdings Limited |
|
Listed Investments |
|
Total |
|
| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| At 1 January 2022 | 44,555,286 | | 4,632,220 | | 1,437,071 | | 5,901,149 | | - | | - | | 3,208,326 | | 59,734,052 |
| Additions | - |
| 538,404 |
| - |
| - | | - | | - | | - |
| 538,404 |
| Fair value movement | (18,357,930) |
| (918,557) |
| (692,476) |
| 1,067,407 | | - | | 1 | | (1,301,106) |
| (20,202,661) |
| Disposal | - |
| - |
| - |
| - | | - | | (1) | | (1,907,220) |
| (1,907,221) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| At 31 December 2022 | 26,197,356 |
| 4,252,067 |
| 744,595 |
| 6,968,556 |
| - |
| - |
| - |
| 38,162,574 |
| | | | | | | | | | | | | | | | |
| Additions | - | | - | | - | | 3,919,971 | | - | | - | | - | | 3,919,971 |
| Fair value movement | (11,531,590) | | 942,453 | | (271,644) | | 21,316,892 | | - | | - | | - | | 10,456,111 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| At 31 December 2023 | 14,665,766 |
| 5,194,520 |
| 472,951 |
| 32,205,419 |
| - |
| - |
| - |
| 52,538,656 |
The Company meets the definition of an investment entity, it is therefore required to measure its investments, including its subsidiary undertakings at fair value. Subsidiary undertakings whose primary purpose is to support the investment activities of the Company are consolidated on a line for line basis. Directly held subsidiary undertakings, included in the above table, which act as an investment holding company are valued based on the underlying trading investment companies they hold. These investments are held solely for capital appreciation and investment income and measured at fair value through profit and loss ("FVTPL").
Investments in subsidiaries
The following table outlines the directly and indirectly held subsidiary undertakings of the Company:
| Name |
| Country of incorporation |
| Registered Office |
| Immediate Parent Company |
| Holding % |
| Acquisition/ Incorporation Date |
| Activity |
| Recognition |
| APQ Partners LLP | | England and Wales | | 22a St. James's Square, London, SW1Y 4JH | | APQ Global Limited | | 100 | | 10 August 2016 | | Investment support | | Consolidated |
14. Investments (continued)
Investments in subsidiaries (continued)
| Name
|
| Country of incorporation
|
| Registered Office |
| Immediate Parent Company |
| Holding % |
| Acquisition/ Incorporation Date |
| Activity |
| Recognition |
| APQ Cayman Limited | | Cayman Islands | | Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108 | | APQ Global Limited | | 100 | | 10 August 2016 | | Investment entity | | FVTPL |
| APQ Corporate Services Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | APQ Global Limited | | 100 | | 10 January 2019 | | Investment holding company | | FVTPL based on value of indirect subsidiaries
|
| APQ Knowledge Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | APQ Global Limited | | 100 | | 1 March 2019 | | Investment holding company | | FVTPL based on net asset value |
| New Markets Media & Intelligence Ltd | | England and Wales | | 22a St. James's Square, London, SW1Y 4JH | | APQ Knowledge Limited | | 100 | | 26 February 20192 | | Trading investment company | | FVTPL based on a combination of income and market approaches |
| Palladium Finance Group Limited | | Seychelles | | Global Gateway 8, Rue de la Perle, Providence, Seychelles | | APQ Corporate Services Limited | | 100 | | 22 February 20193 | | Trading investment company | | FVTPL based on net asset value
|
| Palladium Trust Company (NZ) Limited | | New Zealand | | Level 8, AIG Building, 41 Shortland Street, Auckland, New Zealand, 1010 | | APQ Corporate Services Limited | | 100 | | 22 February 2019 | | Trading investment company | | FVTPL based on net asset value |
14. Investments (continued)
Investments in subsidiaries (continued)
| Name |
| Country of incorporation |
| Registered Office |
| Immediate Parent Company |
| Holding % |
| Acquisition/ Incorporation Date |
| Activity |
| Recognition |
| Palladium Trust Services Ltd | | England and Wales | | 22a St. James's Square, London, SW1Y 4JH | | APQ Corporate Services Limited | | 100 | | 22 February 2019 | | Trading investment company | | FVTPL based on net asset value |
| Delphos International, Ltd | | United States | | 2121 K St, NW STE 620, Suite 1020, Washington, DC 20037 | | Delphos Holdings Limited | | 100 | | 3 March 2020 | | Trading investment company | | FVTPL based on a combination of income and market approaches
|
| Parish Corporate Services Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT | | APQ Corporate Services Limited | | 100 | | 29 January 2020 | | Trading investment company | | FVTPL based on net asset value |
| Parish Group Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT | | APQ Corporate Services Limited | | 100 | | 29 January 2020 | | Trading investment company | | FVTPL based on a combination of income and market approaches
|
| Parish Nominees Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT | | APQ Corporate Services Limited | | 100 | | 29 January 2020 | | Trading investment company | | FVTPL based on net asset value |
| Parish Trustees Limited | | Guernsey | | PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT | | APQ Corporate Services Limited | | 100 | | 29 January 2020 | | Trading investment company | | FVTPL based on net asset value |
14. Investments (continued)
Investments in subsidiaries (continued)
| Name |
| Country of incorporation |
| Registered Office |
| Immediate Parent Company |
| Holding % |
| Acquisition/ Incorporation Date |
| Activity |
| Recognition |
| Delphos FMA - Frontier Markets Advisors Inc | | Canada | | 202-230 ch. du Golf, Montreal, QC H3E 2A8, Canada | | Delphos Holdings Limited | | 70 | | 20 January 2021 | | Trading investment company | | FVTPL based on a combination of income and market approaches
|
| Delphos Holdings Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | APQ Global Limited | | 100 | | 13 August 2021 | | Investment holding company | | FVTPL based on value of indirect subsidiaries
|
| Delphos Impact Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | Delphos Holdings Limited | | 100 | | 18 August 2021 | | Trading investment company | | FVTPL based on net asset value |
| Evergreen Impact Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | APQ Global Limited | | 50 | | 10 August 2021 | | Management consultancy (dormant) | | FVTPL based on net asset value |
| Delphos Partners LLP | | England and Wales | | 22a St. James's Square, London, England, SW1Y 4JH | | Delphos Holdings Limited | | 97 | | 6 October 2021 | | Trading investment company | | FVTPL based on net asset value |
| Delphos Services Limited | | Guernsey | | 2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey | | Delphos Holdings Limited | | 100 | | 27 September 2021 | | Trading services company | | FVTPL based on net asset value |
14. Investments (continued)
Investments in subsidiaries (continued)
| Name |
| Country of incorporation |
| Registered Office |
| Immediate Parent Company |
| Holding % |
| Acquisition/ Incorporation Date |
| Activity |
| Recognition |
| Promethean Trustees Limited 1 | | Malta | | 35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta | | APQ Corporate Services Limited | | 100 | | 4 July 2022 | | Trading investment company | | FVTPL based on net asset value |
| Promethean Advisory Limited 1 | | Malta | | 35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta | | Promethean Trustees Limited | | 100 | | 4 July 2022 | | Trading services company | | FVTPL based on a combination of income and market approaches
|
| Delphos MMJ 1, LLC2 | | United States of America | | The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 | | Delphos Holdings Limited | | 100 | | 18 March 2022 | | Trading investment company | | FVTPL based on value of direct subsidiaries
|
| Delphos MMJ 2, LLC2 | | United States of America | | The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 | | Delphos Holdings Limited | | 100 | | 18 March 2022 | | Trading investment company | | FVTPL based on value of direct subsidiaries
|
| Delphos MMJ LP | | United States of America | | The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 | | Delphos MMJ 1, LLC | | 100 | | 18 March 2022 | | Trading investment company | | FVTPL based on recent cost |
| Delphos Capital Limited | | England and Wales | | 22a St. James's Square, London, England, SW1Y 4JH | | Delphos Holdings Limited | | 100 | | 17 November 2023 | | Dormant | | FVTPL based on net asset value |
14. Investments (continued)
Investments in subsidiaries (continued)
| Name |
| Country of incorporation |
| Registered Office |
| Immediate Parent Company |
| Holding % |
| Acquisition/ Incorporation Date |
| Activity |
| Recognition |
| Promethean Trustees Limited 1 | | Malta | | 35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta | | APQ Corporate Services Limited | | 100 | | 4 July 2022 | | Trading investment company | | FVTPL based on net asset value |
| Promethean Advisory Limited 1 | | Malta | | 35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta | | Promethean Trustees Limited | | 100 | | 4 July 2022 | | Trading services company | | FVTPL based on a combination of income and market approaches
|
| Delphos Milan S.r.l | | Italy | | Via San Raffele, 1 20121 Milano (MI), Italia | | Delphos Holdings Limited | | 100 | | 15 February 2023 | | Trading services company | | Cost |
| Delphos Design D.o.o | | Croatia | | Miramarska 24 HR - 10000 Zagreb, Croatia | | Delphos Holdings Limited | | 100 | | 16 February 2023 | | Trading services company | | Cost |
14. Investments (continued)
Investments in subsidiaries (continued)
1On 4 July 2022, APQ Corporate Services Limited, a wholly owned subsidiary of the Company, acquired 100% of the equity in Promethean Trustees Limited (previously WDM Trustees Limited) and its subsidiary Promethean Advisory Limited (previously WDM Lex Advisory Ltd) for a cash consideration of €500,000 ($538,404).
2On 18 March 2022, APQ Global Limited incorporated Delphos MMJ 1, LLC and Delphos MMJ 2, LLC for the purposes of acquiring an investment broker in United States of America. The acquisition was concluded in FY 2023 for a consideration of $100.
Delphos Milan S.r.l and Delphos Design D.o.o were incorporated during the year. These companies are in the process of establishing revenue generating channels however these are not at a state when revenue can be confirmed and thus cost has been used as an approximation of fair value.
Investments in subsidiaries - disposals
No investments were disposed of during the year.
Valuation techniques
At year end APQ Cayman Limited had cash and bonds which it values at fair value using the same policies as the Company. The Company is able to redeem its holding of APQ Cayman Limited at its net asset value. Fair value of the investment in APQ Cayman Limited is therefore measured at its Net Asset Value ("NAV"). NAV is determined based cash held along with the observable market values of its Argentinian bond.
Fair value of the investment in APQ Corporate Services Limited, has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through the income approach, incorporating comparison with external sources and the expected cash flows of the investment. The income approach was determined to be the most appropriate as the underlying investments are revenue generating businesses.
Fair value of the investment in Delphos Holdings Limited, has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through 1) a combined income and market multiple based approach, incorporating comparison with external sources and the expected cash flows of the investment 2) net asset value where the investment entities have not get developed a predicable source of income and 3) costs for those newly incorporated/acquired entities where the Company is still in the process of creating revenue generating opportunities. The valuation methodology applicable to each entity is included in the table above.
The investment in APQ Knowledge Limited was completed on 1 March 2019. Fair value has been determined by determining the valuation of its underlying investments. The underlying investments have been valued through the income approach, incorporating comparison with external sources and the expected cash flows of the investment. The income approach was determined to be the most appropriate as the underlying investments are revenue generating businesses.
Evergreen Impact Limited has not commenced trading and as such has a nil net value.
Listed investments are measured at fair value using the current market bid price for the underlying equity as quoted on the applicable stock exchange the security is traded on.
Unlisted managed funds
The Company classifies its investments into the three levels of the fair value hierarchy based on:
Level 1: Quoted prices in active markets for identical assets or liabilities;
Level 2: Those involving inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
Level 3: Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company has classified its investments in APQ Corporate Services Limited, Delphos Holdings Limited, Evergreen Impact and APQ Knowledge Limited as level 3 as the inputs utilised in valuing the investments are deemed to be unobservable, as they are private investments. The most significant unobservable input used in the fair value of the investments in APQ Corporate Services Limited, Delphos Holdings Limited and APQ Knowledge Limited are the future expected cash flows of the investments these companies hold, used in deriving a valuation using discounted cash flows. The sensitivities to these unobservable inputs are set out in note 22.
14. Investments (continued)
Unlisted managed funds (continued)
Valuation is determined for these holding companies by the value of the underlying investments held.
The Company has classified its investments in APQ Cayman Limited as level 3 as the valuation is determined based on the that entities NAV. The majority of underlying assets and liabilities of APQ Cayman Limited, comprising cash and debt instruments, are held at fair value based on observable markets.
The listed investments are designated as Level 1 instruments in the fair value hierarchy as fair value can be determined by the quoted market price for these assets. The movement of investments classified by level is as per the below.
| | | Level 1 |
| Level 2 |
| Level 3 |
| Total |
| | | $ |
| $ |
| $ |
| $ |
| | | | | | | | | |
| At 1 January 2022 | | 3,208,326 | | - | | 56,525,726 | | 59,734,052 |
| | | | | | | | | |
| Additions | | - | | - | | 538,404 | | 538,404 |
| Fair value movement | | (1,301,106) | | - | | (18,901,555) | | (20,202,661) |
| Disposal | | (1,907,220) | | - | | (1) | | (1,907,221) |
| At 1 January 2023 | | - |
| - |
| 38,162,574 |
| 38,162,574 |
| | | | | | | | | |
| Additions | | - | | - | | 3,919,971 | | 3,919,971 |
| Fair value movement | | - | | - | | 10,456,111 | | 10,456,111 |
| At 31 December 2023 | | - |
| - |
| 52,538,656 |
| 52,538,656 |
| | | | | | | | | |
15. Trade and other receivables
|
| |
|
|
| 2023 |
| 2022 |
| |||||||
|
|
|
|
|
| $ |
| $ |
| |||||||
|
| | | | | | | |
| |||||||
| Trade debtors | | | | | 529,270 | | 554,265 | ||||||||
| Amounts due from group undertakings | | | | | 7,162,103 | | 2,341,708 | ||||||||
| Prepayments and accrued income | | | | | 61,959 | | 45,255 | ||||||||
| Other debtors | | | | | 217,478 | | 114,728 | ||||||||
| | | | | | 7,970,810 |
| 3,055,956 |
| |||||||
An amount of $162,662 (2022: $162,662) has been deducted from the balances above in respect of amounts that are not considered recoverable. Bad debts of $nil (2022: $nil) have been recognised in the statement of comprehensive income for the year. Amounts due from group undertakings are included in related party disclosures in note 24.
16. Trade and other payables
|
| |
|
|
| 2023 |
| 2022 |
| |||||||
|
|
|
|
|
| $ |
| $ |
| |||||||
|
| | | | | | | |
| |||||||
| Trade creditors | | | | | 139,988 | | 127,716 | ||||||||
| Amounts due to group undertakings | | | | | 264,410 | | 310,022 | ||||||||
| Other creditors | | | | | 4,365 | | 23,862 | ||||||||
| Accruals | | | | | 473,687 | | 211,824 | ||||||||
| Lease liabilities | | | | | 97,772 | | 82,872 | ||||||||
| | | | | | 980,222 |
| 756,296 |
| |||||||
17. 3.5% Convertible Unsecured Loan Stock 2024
|
| Nominal number of CULS |
| Liability component |
| Equity component |
|
| $ |
| $ |
| $ |
| As at 1 January 2022 | 41,446,167 | | 37,025,083 | | 6,919,355 |
| | | | | | |
| Amortisation of discount on issue and issue expenses | - | | 2,356,754 | | - |
| Interest paid during the year | - | | (1,268,504) | | - |
| Exchange differences | - | | (4,190,727) | | - |
| | | | | | |
| As at 31 December 2022 | 41,446,167 |
| 33,922,606 |
| 6,919,355 |
| | | | | | |
| Amortisation of discount on issue and issue expenses | - | | 2,519,620 | | - |
| Interest paid during the year | - | | (1,297,894) | | - |
| Partial settlement via tender | (552,616) | | (474,248) | | (95,684) |
| Exchange differences | - | | 2,039,959 | | - |
| | | | | | |
| As at 31 December 2023 | 40,893,551 |
| 36,710,043 |
| 6,823,671 |
At an Extraordinary General Meeting held on 4 September 2017, Resolutions were passed approving the issue of 4,018 3.5 per cent. convertible unsecured loan stock ("CULS") to raise £20,090,000 ($26,953,749) before expenses. The CULS were admitted to trading on the International Securities Market, the London Stock Exchange's market for fixed income securities and dealings commenced at 8.00 a.m. on 5 September 2017.
Following Admission there were 4,018 CULS in issue. Holders of the CULS are entitled to convert their CULS into Ordinary Shares on a quarterly basis throughout the life of the CULS, commencing 31 December 2017, and all outstanding CULS will be repayable at par (plus any accrued interest) on 30 September 2024. The initial conversion price is 105.358 pence, being a 10 percent. premium to the unaudited Book Value per Ordinary Share on 31 July 2017. Following conversion of 80 percent. or more of the nominal amount of the CULS originally issued, the Company will be entitled to require remaining CULS Holders to convert their outstanding CULS into Ordinary Shares after they have been given an opportunity to have their CULS redeemed.
On 22 January 2018, the Company raised a further £10,207,300 ($14,492,418) before expenses through the issue of 1,982 units of 3.5 percent. convertible unsecured loan stock 2024 in denominations of £5,000 ($7,099) nominal each, at an issue price of £5,150 ($7,312) per unit.
During April 2023, the Company announced a tender offer for up to 100% of the Company's CULS at a discount of 50%. 80 of the 6,000 units of CULS with a nominal value of $474,248 were validly tendered and were settled for an amount of $249,380 resulting in a gain on settlement of $224,868. An amount of $95,864 was transferred from the CULS equity to retained earnings on settlement of the CULS representing the value assigned to the conversion option of the CULS settled during the year.
18. Share Capital
The authorised and issued share capital of the Company is 78,559,983 ordinary shares of no par value listed on The International Stock Exchange and AIM. All shares are fully paid up.
Quantitative information about the Company's capital is provided in the statement of changes in equity and in the tables below.
Holders of ordinary shares are entitled to dividends when declared and to payment of a proportionate share of the Companies net asset value on any approved redemption date or upon winding up of the Company. They also hold rights to receive notice, attend, speak and vote at general meetings of the Company.
18. Share Capital (continued)
The Company's objectives for managing capital are:
• To invest the capital in investments meeting the description, risk exposure and expected return indicated in its listing documents.
• To maintain sufficient liquidity to meet the expenses of the Company, pay dividends and to meet redemption requests as they arise.
• To maintain sufficient size to make the operation of the Company cost-efficient.
• The Board has authority to purchase up to 14.99 percent. of the issued Ordinary Share capital of the Company. The Board intends to seek a renewal of this authority at each annual general meeting of the Company. No buy backs occurred during the period under review.
|
| Ordinary shares |
|
|
|
|
|
| No |
| £ |
| $ |
|
| | | | | |
| As at 1 January 2022 | 78,453,671 | | 76,999,179 | | 100,005,450 |
| | | | | | |
| Shares issued from share awards during the year | 106,312 | | 100,682 | | 136,198 |
| | | | | | |
| At 31 December 2022 | 78,559,983 |
| 77,099,861 |
| 100,141,648 |
| | | | | | |
| Shares issued from share awards during the year | - | | - | | - |
| | | | | | |
| At 31 December 2023 | 78,559,983 |
| 77,099,861 |
| 100,141,648 |
During the year ended 31 December 2023, nil (2022: 106,312) shares were issued as part of the share award scheme as detailed in note 20.
19. Net asset value per ordinary share
The net asset value per ordinary share is calculated by dividing the net assets of the Group by the number of ordinary shares outstanding at the statement of financial position date.
| | | 2023 |
| 2022 |
|
|
| $ |
| $ |
|
| | | | |
| Net assets at 31 December | | 23,649,000 | | 7,235,522 |
| Shares in issue at 31 December | | 78,559,983 | | 78,559,983 |
| |
|
|
|
|
| Net asset value per ordinary share | | 30.10c |
| 9.21c |
20. Share awards
On 19 April 2017 (and amended 17 July 2018), the Company established a share award scheme for the employees of the Company. The scheme grants the Board the authority to allot share awards or share options with service conditions attached. Share awards or options can only be awarded for performance periods whereby the book value per share (excluding dividend transactions) exceeds the book value per share for all previous performance period ends. The maximum amount of share awards or options is determined by reference to 20% of the increased performance of the current book value per share against all previous performance periods. The Board retains the right to settle these awards in either shares or cash. As the Company does not have a present obligation to settle in cash the awards are all recognised as equity settled share awards.
20. Share awards (continued)
The first share awards were granted in 2019 with respect to the performance period ended 31 December 2017.
| Grant date |
| Type of award |
| No. of instruments |
| Fair value of instrument granted |
| Vesting conditions |
| Final vesting date |
|
| | | | | | cents | | | | |
| 1 January 2018 | | Shares | | 584,141 | |
128.11 | | Awards vest quarterly over 5 years provided the employee is still in service of the Group. | | 31 December 2022 |
Fair value for the award dated 1 January 2018 is calculated by reference to the fixed value of cash per share that the Board is at discretion to pay rather than settle the award in shares.
|
|
| 2023 |
| 2022 | ||||
|
|
| Number of awards |
| Weighted average of fair value of instrument |
| Number of awards |
| Weighted average of fair value of instrument |
|
| |
|
| cents |
|
|
| cents |
|
| | | | | | | | |
| Outstanding at 1 January | | 29,208 | | 128.11 | | 146,036 | | 128.11 |
| Settled in equity | | - | | 128.11 | | (106,312) | | 128.11 |
| Settled in cash | | (2,629) | | 128.11 | | (10,516) | | 128.11 |
| Adjusted as noted below | | (26,579) | | 128.11 | | - | | - |
| Outstanding at 31 December | | - |
| 128.11 |
| 29,208 |
| 128.11 |
The share vesting period was initially calculated to end in Q1 2023 however the final vesting of the scheme occurred in Q4 of 2022. As a result, the vested cost of $34,049 and award of 26,579 units has been reversed to the statement of comprehensive income.
|
|
|
|
| Charge for awards to be settled in Equity |
| Charge for awards settled in Cash |
| Total charge for share based awards |
|
| |
|
| $ |
| $ |
| $ |
|
| | | | | | | | |
| Year ended 31 December 2022 | | | | 6,283 | | 13,473 | | 19,756 |
| | | | | | | | | |
| Year ended 31 December 2023 | | | | (34,049) | | - | | (34,049) |
The unvested portion of the share awards currently granted is $nil (2022: $nil). Of the awards outstanding the number vested that are available for settlement amount to nil (2022: 23,366).
21. Leases
The Company's subsidiary, APQ Partners LLP, leases an office in London from which support functions are conducted. The lease had a full term of 24 months and ended on 24 December 2023. This has been extended to 28 February 2025 after which there is no certainty as to whether the Group will renew the lease or move to other offices as appropriate.
21. Leases (continued)
The lease has been capitalised, as set out below, based on an incremental borrowing rate of 9%.
| Right of use asset |
|
|
| Land and buildings |
|
|
|
|
| $ |
| Cost | | | | |
| At 1 January 2023 | | | | 378,264 |
| Addition | | | | 115,357 |
| At 31 December 2023 | | | | 493,621 |
| | | | | |
| Accumulated depreciation | | | | |
| At 1 January 2023 | | | | 295,392 |
| Charge for the year |
| |
| 82,872 |
| At 31 December 2023 |
| |
| 378,264 |
| |
| |
| |
| Net book value |
|
|
|
|
| At 31 December 2023 | | | | 115,357 |
| At 31 December 2022 | | | | 82,872 |
| Lease liability
|
| 2023 |
| 2022 |
|
| | $ | | $ |
| Leased asset on 1 January | | 82,872 | | 83,780 |
| Interest on lease liability | | 3,537 | | 3,263 |
| Payments for lease | | (89,128) | | (79,490) |
| Exchange differences | | 2,719 | | (7,553) |
| New lease commitment | | 115,357 | | 82,872 |
| |
|
|
|
|
| At 31 December | | 115,357 |
| 82,872 |
| | | | | |
| The lease falls due: | | | | |
| Within 1 year | | 97,772 | | 82,872 |
| After 1 year but within 5 years | | 17,585 | | - |
| | | 115,357 |
| 82,872 |
The undiscounted cashflows on the lease are disclosed in note 22.
22. Financial risk and management objectives and policies
The Group's objective in managing risk is the creation and protection of shareholder value. Risk is inherent in the Group's activities, but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Group's continuing profitability. Further details of the principal business risks are included on page 10. The Group is exposed to market risk (which includes interest rate risk, currency risk and price risk), liquidity risk, credit risk and investment holding period risk arising from the financial instruments it holds.
22. Financial risk and management objectives and policies (continued)
The following table analyses the Group's financial assets and liabilities in accordance with IFRS 9, which are exposed to these market risks:
| Financial Assets | 2023 |
| 2022 | ||||||||
|
| Fair value through profit and loss |
| Amortised cost |
| Total |
| Fair value through profit and loss |
| Amortised cost |
| Total |
|
| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
|
| | | | | | | | | | | |
| Investments | 52,538,656 | | - | | 52,538,656 | | 38,162,574 | | - | | 38,162,574 |
| Trade debtors | - | | 529,270 | | 529,270 | | - | | 554,265 | | 554,265 |
| Amounts due from group undertakings | - | | 7,162,103 | | 7,162,103 | | - | | 2,341,708 | | 2,341,708 |
| Prepayments and accrued income | - | | 61,959 | | 61,959 | | - | | 45,255 | | 45,255 |
| Other debtors | - | | 217,478 | | 217,478 | | - | | 114,728 | | 114,728 |
| Cash and cash equivalents | - | | 705,606 | | 705,606 | | - | | 586,040 | | 586,040 |
| Total | 52,538,656 |
| 8,676,416 |
| 61,215,072 |
| 38,162,574 |
| 3,641,996 |
| 41,804,570 |
| Financial Liabilities | 2023 |
| 2022 | ||||||||
|
| Fair value through profit and loss |
| Amortised cost |
| Total |
| Fair value through profit and loss |
| Amortised cost |
| Total |
|
| $ |
| $ |
| $ |
| $ |
| $ |
| $ |
|
| | | | | | | | | | | |
| Trade creditors | - | | 139,988 | | 139,988 | | - | | 127,716 | | 127,716 |
| Amounts due to group undertakings | - | | 264,410 | | 264,410 | | - | | 310,022 | | 310,022 |
| Other creditors | - | | 4,365 | | 4,365 | | - | | 23,862 | | 23,862 |
| Accruals | - | | 473,687 | | 473,687 | | - | | 211,824 | | 211,824 |
| Lease liabilities | - | | 115,357 | | 115,357 | | - | | 82,872 | | 82,872 |
| CULS liability | - | | 36,710,043 | | 36,710,043 | | - | | 33,922,606 | | 33,922,606 |
| Total | - |
| 37,707,850 |
| 37,707,850 |
| - |
| 34,678,902 |
| 34,678,902 |
Market risk
Market price risk arises from uncertainty about the future prices and valuations of financial instruments held in accordance with the Company's investment objectives. It represents the potential loss that the Company might suffer through changes in the fair value of unquoted investments that it holds.
Market price risk
Equity price risk arises from equity securities held as part of the Group's portfolio of investments. The Group's investments comprise unquoted investments via its subsidiaries (see note 14). APQ Cayman Limited has investments in a debt instrument whose value is dependent on movements in markets and cash holdings which are not subject to significant fluctuation. The unquoted investments in the Group's other subsidiaries are subject to fluctuations in markets which may impact their profitability and the realisable value on exit from the investments.
22. Financial risk and management objectives and policies (continued)
Market price risk (continued)
The Board seeks to manage this risk whilst also attempting to maximise returns. The Board regularly reviews the portfolio of investments and utilises an investment advisory committee to help manage the risks of the portfolio. The sensitivity of the investments held by the Company to variations in inputs used in the valuation is as follows:
| Investment | Valuation methodology | Input | Base | Sensitivity | Change in fair value of investments $ |
| APQ Cayman Limited | NAV comprising cash and debt instruments with certain balance quoted in foreign currencies
| NAV | $14,665,766 | +5% -5% | 733,288 (733,288) |
| APQ Knowledge Limited | Valuation of New Markets Media and Intelligence Limited1 | Revenue and EBITDA forecasts | £166,193/ £40,220 | +50% -50% | 186,746 (184,594)
|
| | | Earnings multiple
| 1.4 and 8.7 | +0.5% -0.5% | 2,933 (781) |
| | | GBP;USD Exchange rate | 0.784436 | 10% -10% | 52,550 (42,996) |
| | | | | | |
| APQ Corporate Limited | Valuation of Palladium Trust Services Ltd | NAV | $23,212 | +5% -5% | 1,161 (1,161) |
| | Valuation of Promethean Trustees Limited | NAV | $23,471 | +5% -5% | 1,174 (1,174) |
| | Valuation of Parish Group Limited1 | Revenue and EBITDA forecasts | £1,381,599/ £288,378 | +25% -25% | 1,174,158 (1,170,791)
|
| | | Earnings multiple
| 28 and 12.1 | +0.5% -0.5% | 25,133 (21,766) |
| | | GBP:USD Exchange rate | 0.784436 | 10% -10% | 528,901 (432,737) |
| | Valuation of Promethean Advisory Limited1 | Revenue and EBITDA forecasts | €244,180/ €63,615 | +50% -50% | 339,410 (339,646) |
| | | Earnings multiple
| 1.9 and 6.4 | +0.5% -0.5% | 3,278 (3,513) |
| | | EUR:USD Exchange rate | 0.905778 | 10% -10% | 43,056 (35,228) |
| | | | | | |
| Delphos Holdings Limited | Valuation of Delphos Services Limited | NAV | $2,159,018 | +5% -5% | 107,951 (107,951) |
| | Valuation of Delphos FMA - Frontier Markets Advisors Inc1 | Revenue and EBITDA forecasts | CAD493,250/ CAD175,101 | +50% -50% | 374,460 (374,551) |
| | | Earnings multiple
| 1.7 and 8.7 | +0.5% -0.5% | 6,196 (6,288) |
| | | CAD:USD Exchange rate | 1.32441 | 10% -10% | 164,769 (134,811) |
22. Financial risk and management objectives and policies (continued)
Market price risk (continued)
| Investment | Valuation methodology | Input | Base | Sensitivity | Change in fair value of investments $ |
| Delphos Holdings Limited | Valuation of Delphos International Limited1 | Revenue and EBITDA forecasts | $9,943,360/ $4,976,225 | +30% -30% | 8,208,904 (8,208,904)
|
| | | Earnings multiple
| 1.4 and 8.2 | +0.5% -0.5% | 142,964 (142,964) |
| | Valuation of Delphos MMJ LP2 | Cost | $1,000,000 | +30% -30% | 300,030 (300,030) |
| | Valuation of Delphos Milan S.r.L2 | Cost | $307,071 | +30% -30% | 92,121 (92,121) |
| | Valuation of Delphos Design D.o.o2 | Cost | $215,302 | +30% -30% | 64,591 (64,591) |
The most significant input used in the fair value of APQ Cayman Limited is the valuations of its underlying cash which in not susceptible to significant fluctuations and as such a 5% sensitivity has been applied to the NAV.
For the other entities valued based on NAV these valuations tend to consist primarily of cash and receivables. These are not considered to be susceptible to significant fluctuations and as such a 5% sensitivity has been applied to the NAV.
1 These entities are valued using a 50:50 weighting of a discounted cash flow method and a markets method(s) (Guideline Company / Guideline Transaction method). In most cases these valuations have produced a similar value for each method. As such, for the purposes of this sensitivity note the inputs into the market method only have been sensitized. Inputs sensitised are revenue and EBITDA as well as the multiple and the exchange rate. For revenue and EBITDA where this trend is considered observable, a sensitivity of 30% has been applied with 50% sensitivity applied for other trading entities.
Whilst the sensitivity provided above is based on the market method approach we note that the discount rates applied in the discount cash flow approach range from 17 to 29%. The discount rate on the DCF methods have not been sensitized as part of this sensitivity analysis.
The fluctuations specified above for unquoted investments are fluctuations that could reasonably occur given the nature of the entities and the volatility arising from external market factors that could impact revenue and earnings.
Interest rate risk
The bank accounts of APQ Global Limited are not interest bearing and so there is limited exposure to interest rate risk. In addition, the CULS are at a fixed interest rate so there is no exposure to interest rate risk on these instruments. The Board does not feel it needs to actively manage this risk.
Interest rate benchmark reform
The Financial Conduct Authority have transitioned away from the London InterBank Offered Rate (LIBOR) to the Sterling OverNight Index Average (SONIA) and from the end of the 2021 year and will no longer persuade, or compel, banks to submit to LIBOR.
The Group does not have any derivative or financial instruments that are valued and recognised using the LIBOR rate and thus is not exposed to any risks from the Interest rate benchmark reform.
Currency risk
The Group's functional and reporting currency is denominated in US Dollars. The Group's Ordinary Shares are denominated in Sterling. Through its activities in emerging markets the Group will have underlying exposure to a range of emerging market currencies. Accordingly, the Group's earnings may be affected favourably or unfavourably by fluctuations in currency rates. The Board may engage in the future in currency hedging in seeking to mitigate foreign exchange risk although there can be no guarantees or assurances that the Group will successfully hedge against such risks. The Board therefore does not feel it needs to actively manage this risk at this time.
22. Financial risk and management objectives and policies (continued)
Currency risk
The Group holds assets and liabilities in foreign currencies at year end. The following table details the Group's assets and liabilities and the currency exposure to the Group:
|
| |
|
|
| 2023 |
|
|
|
|
| 2022 |
|
| Pound sterling |
| Euro
|
| Total |
| Pound sterling |
| Euro
|
| Total |
|
| $ | | $ | | $ | | $ | | $ | | $ |
| Cash and cash equivalents | 537,785 | | 83,872 | | 621,657 | | 428,156 | | 49,672 | | 477,828 |
| Trade debtors | 3,410 | | - | | 3,410 | | 28,405 | | - | | 28,405 |
| Other debtors | 163,642 | | 21,262 | | 184,904 | | 93,466 | | 21,262 | | 114,728 |
| Amounts due from group undertakings | 2,549 | | 380,038 | | 382,587 | | - | | 159,302 | | 159,302 |
| Trade creditors | (31,390) | | (31,193) | | (62,583) | | (12,522) | | (6,604) | | (19,126) |
| Other creditors | (4,365) | | - | | (4,365) | | (23,862) | | - | | (23,862) |
| Amounts due to group undertakings | - | | - | | - | | (45,612) | | - | | (45,612) |
| Accruals | (218,414) | | (15,000) | | (233,414) | | (211,824) | | - | | (211,824) |
| Lease liabilities | (115,357) | | - | | (115,357) | | (82,872) | | - | | (82,872) |
| CULS | (36,710,043) | | - | | (36,710,043) | | (33,922,606) | | - | | (33,922,606) |
| |
|
|
|
|
|
|
|
|
|
|
|
| | (36,372,183) |
| 438,979 |
| (35,933,204) |
| (33,749,271) |
| 223,632 |
| (33,525,639) |
A reasonable change of 5% in the Group's foreign currency net liabilities (2022: liability) will have an impact of $1,796,660 (2022: $1,676,282) on the value of the net assets. This level of change is considered to be reasonable based on observations of current conditions.
Liquidity risk
Liquidity risk is the risk that the Group and the Company may not be able to meet a demand for cash or fund an obligation when due. The Board continuously monitor forecast and actual cash flows from operating, financing and investing activities to consider payment of dividends, repayment of the Group's outstanding debt or further investing activities.
The Group may employ borrowings in connection with its business activities. Prospective investors should be aware that in the event that the Group's income falls for whatever reason, the use of borrowings will increase the impact of such a fall on the net revenue of the Group.
The Group will pay interest on any borrowing it incurs. As such, the Group is exposed to interest rate risk due to fluctuations in the prevailing market rates. Interest rate movements may affect the level of income receivable by the Group and the interest payable on the Group's variable rate borrowings.
22. Financial risk and management objectives and policies (continued)
Liquidity risk (continued)
The following table details the Group's expected maturity for its financial liabilities together with the contractual undiscounted cash flow amounts:
| 31 December 2023 | Less than 1 year |
| 1 - 5 years |
| 5 + years |
| Total |
|
| $ |
| $ |
| $ |
| $ |
| Liabilities | | | | | | | |
| Trade creditors | 139,988 | | - | | - | | 139,988 |
| Amounts due to group undertakings | 264,410 | | - | | - | | 264,410 |
| Other creditors | 4,365 | | - | | - | | 4,365 |
| Accruals | 473,687 | | - | | - | | 473,687 |
| Lease liabilities | 97,772 | | 17,585 | | - | | 115,357 |
| CULS | 38,517,770 | | - | | - | | 38,517,770 |
| | | | | | | | |
| | 39,497,992 |
| 17,585 |
| - |
| 39,515,577 |
| 31 December 2022 | Less than 1 year |
| 1 - 5 years |
| 5 + years |
| Total |
|
| $ |
| $ |
| $ |
| $ |
| Liabilities | | | | | | | |
| Trade creditors | 127,716 | | - | | - | | 127,716 |
| Amounts due to group undertakings | 310,022 | | - | | - | | 310,022 |
| Other creditors | 23,862 | | - | | - | | 23,862 |
| Accruals | 211,824 | | - | | - | | 211,824 |
| Lease liabilities | 82,872 | | - | | - | | 82,872 |
| CULS | 981,105 | | 37,350,045 | | - | | 38,331,150 |
| | | | | | | | |
| | 1,737,401 |
| 37,350,045 |
| - |
| 39,087,446 |
The options available to the Company to manage the expected maturity is set out in the long term viability statement on page 15.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Group by failing to discharge an obligation. The Group generates its returns through its investments (See Note 14) and is thus exposed to the risk of credit-related losses primarily through its investments. The risk of default from the investment in APQ Cayman is considered minimal because the Group is able to redeem its investment in APQ Cayman Limited at any time. The underlying assets within APQ Cayman Limited comprise cash and other readily tradable positions and are thus liquid. The credit risk of its other subsidiary investments are managed by those entities and the credit risk on these receivables are factored into the fair value of these investments held by the Group.
The Group's primary credit risk on its own assets are primarily related to amounts due from group undertakings. These are deemed to be low risk as the Group has significant oversight of these entities and therefore does not recognise any expected credit losses unless the group undertaking no longer has the facility to repay these amounts. The Company will then provide against these amounts in full and once confirmed they are irrecoverable these are written off.
Other significant assets exposed to credit risk are the Group's cash and cash equivalents. The Group banks with Credit Suisse, JPMorgan Chase & Co, HSBC and Barclays. As per Fitch ratings, Credit Suisse has a credit rating of A, JPMorgan Chase & Co has a credit rating of AA-, HSBC has a credit rating of AA- and Barclays has a credit rating of A+.
The Group's maximum exposure to credit risk in relation to the financial assets is the carrying amount as disclosed in the statement of financial position.
23. Capital Management
The Group can raise new capital which may be implemented through the issue of a convertible debt instrument or such other form of equity or debt as may be appropriate. It also has a buy-back authority subject to a maximum buy-back of 14.99 percent of the issued Ordinary Shares.
The Group's objectives for managing capital are:
• To invest the capital into investments through its subsidiaries.
• To maintain sufficient liquidity to meet the expenses of the Group and pay dividends.
• To maintain sufficient size to make the operation of the Group cost-effective.
The Board reviews and approves the investment of capital into illiquid investments and regularly reviews its dividend policy to ensure it remains in accordance with its capital aims.
The Group may utilise borrowings in connection with its business activities. Although there is no prescribed limit in the Articles or elsewhere on the amount of borrowings that the Group may incur, the Directors will adopt a prudent borrowing policy and oversee the level and term of any borrowings of the Group and will review the position on a regular basis. The Group's capital comprises:
| | | 2023 |
| 2022 |
| | | $ |
| $ |
| | | | | |
| Share capital | | 100,141,648 | | 100,141,648 |
| Equity component of 3.5% Convertible Unsecured Loan Stock 2024 | | 6,823,671 | | 6,919,355 |
| Other capital reserves | | - | | 37,417 |
| Accumulated deficit | | (78,388,806) | | (94,935,385) |
| Exchange reserve | | (4,927,513) | | (4,927,513) |
|
| | | | |
| Total shareholders' funds | | 23,649,000 |
| 7,235,522 |
24. Related party transactions
Wayne Bulpitt founded the Active Group, now renamed the Aspida Group, who acted as administrator until 10 June 2020; he is also a shareholder of the Company. He is also Chair and a significant shareholder in Beauvoir Limited, the Company Secretary that was appointed on 3 June 2024 to replace Parish Group Limited.
Bart Turtelboom is a designated member of APQ Partners LLP and is also a director of APQ Cayman Limited as well as the largest shareholder of the Company.
24. Related party transactions (continued)
The Directors are remunerated from the Company in the form of fees, payable monthly in arrears. Bart Turtelboom was entitled to an annual salary of £120,000 as Chief Executive Officer of the Company. This is split between the Company and APQ Cayman Limited.
| 2023 | | APQ Global Limited - Remuneration |
| APQ Global Limited - Share based remuneration |
| APQ Cayman Limited - Remuneration |
| Total |
|
|
| $ |
| $ |
| $ |
| $ |
| Bart Turtelboom | Chief Executive Officer | 29,948 | | - | | 119,795 | | 149,743 |
| Wayne Bulpitt | Non-Executive Chairman | 49,915 | | - | | - | | 49,915 |
| Philip Soulsby | Finance Director | 37,436 | | - | | - | | 37,436 |
| Wadhah Al-Adawi | Non-Executive Director | 12,410 |
| - |
| - |
| 12,410 |
| | | 129,709 |
| - |
| 119,795 |
| 249,504 |
| 2022 | | APQ Global Limited - Remuneration |
| APQ Global Limited - Share based remuneration |
| APQ Cayman Limited - Remuneration |
| Total |
|
|
| $ |
| $ |
| $ |
| $ |
| Bart Turtelboom | Chief Executive Officer | 29,618 | | 15,800 | | 118,619 | | 164,037 |
| Wayne Bulpitt | Non-Executive Chairman | 40,644 | | - | | - | | 40,644 |
| Philip Soulsby | Finance Director | 36,998 | | - | | - | | 36,998 |
| Wadhah Al-Adawi | Non-Executive Director | 24,255 |
| - |
| - |
| 24,255 |
| | | 131,515 |
| 15,800 |
| 118,619 |
| 265,934 |
At 31 December 2023, $nil (2022: $nil) was payable to the directors with and $85,782 (2022: $209,000) receivable from a director for an expense advance. A total amount of $1,558,944 (2022: $482,169) of general corporate expenses such as travel and business development were incurred by a director which the Company reimbursed and , which does not constitute a director emolument.
The directors represent key management personnel. Additional key management personnel are the partners of the LLP, details of their remuneration is disclosed in Note 7.
Parish Group Limited:
APQ Global Limited has incurred $177,861 (2022: $129,454) of fees and expenses to Parish Group Limited as administrator of the Company, who were the Company Secretary during the year until they were replaced post year end on 3 June 2024. As at 31 December 2023 the balance owed to Parish Group Limited was $nil (2022: $nil).
APQ Partners LLP:
As described in the Listing Document, and under the terms of the Services Agreement, APQ Partners LLP assist the Board and the Group's management based in Guernsey with the implementation of its business strategy, provide research on business opportunities in emerging markets and provide support for cash management and risk management purposes. APQ Partners LLP are entitled to the reimbursement of expenses properly incurred on behalf of APQ Global Limited in connection with the provision of its services pursuant to the agreement.
APQ Partners LLP has recharged expenses of $1,214,003 (2022: $1,050,377) to APQ Global Limited during the year. As at 31 December 2023, APQ Global Limited owed $144,085 (2022: $83,736) to APQ Partners LLP. In the current and prior year amounts have been eliminated on consolidation.
APQ Cayman Limited:
During the year, the Group recharged expenses to APQ Cayman Limited of $296,867 (2022: $361,450) and was recharged expenses of $14,974 (2022: $42,653) from APQ Cayman Limited. The Company received dividends of $12,867,293 (2022: $7,128,826). At 31 December 2023, an amount of $17,209 was due from APQ Cayman Limited (2022: $27,202 was due from APQ Cayman Limited).
24. Related party transactions (continued)
APQ Corporate Services Limited:
During the year, APQ Global Limited received funding of $nil (2022: $nil) from APQ Corporate Services Limited. As at 31 December 2023, an amount of $264,410 (2022: $310,022) was due to APQ Corporate Services Limited (See note 16). The balance is interest free and repayable on demand.
APQ Knowledge Limited:
During the year, the company received dividends of $nil (2022: $70,000) from APQ Knowledge Limited.
Palladium Trust Services Limited:
APQ Global Limited has provided a loan to Palladium Trust Services Limited, a group undertaking in 2021 which attracts interest at a rate of 10%. During the year, APQ Global Limited charged interest of $nil (2022: $13,608). As at year end, APQ Global Limited was owed $162,662 (2022: $162,662) from Palladium Trust Services Limited (See note 15). The balance owing has been provided for in full as irrecoverable.
New Markets Media & Intelligence Ltd:
During the year, APQ Global Limited repaid the loan taken in previous years. The loan is provided at a 10% interest fee. As at year end, APQ Global Limited was owed $2,549 (2022: $45,612 owed to New Markets) by New Markets Media & Intelligence Ltd (See note 16).
Delphos Holdings Limited:
During the year, APQ Global Limited provided funding of $561,633 (2022: $nil) to Delphos Holdings Limited which has been capitalised to the cost of the investment in the Delphos Holdings group. As at 31 December 2023, an amount of $nil (2022: $nil) was due from Delphos Holdings Limited.
Delphos Partners LLP:
During the year, APQ Global Limited paid expenses totalling $nil (2022: $363,779) on behalf of Delphos Partners LLP. At 31 December 2023, an amount of $nil (2022: $363,779) was due to APQ Global Limited. The balance is interest free and repayable on demand.
Delphos International Limited:
During the year, APQ Global Limited provided funding of $1,757,061 (2022: $151,246) to Delphos International Limited which has been capitalised to the cost of the investment in the Delphos Holdings group. It also provided loan funding of $1,040,000 (2022: $nil) on which the Company charged $36,675 (2022: $nil) in interest at a rate of 4.5%. The loan has no fixed repayment date. At 31 December 2023, an amount of $1,476,675 (2022: $151,246) was due to APQ Global Limited. The balance is interest free and repayable on demand.
Delphos Impact Limited:
During the year, APQ Global Limited paid expenses totalling $809,494 (2022: $1,098,814) on behalf of Delphos Impact Limited and provided funding to Delphos Impact Limited of $850,000. At 31 December 2023, an amount of $2,758,307 (2022: $1,948,814) was due to APQ Global Limited. The balance is interest free and repayable on demand.
Delphos Services Limited:
During the year, APQ Global Limited paid expenses totalling $3,107,525 (2022: $240,349) on behalf of Delphos Services Limited. At 31 December 2023, an amount of $3,070,392 (2022: $240,349) was due to APQ Global Limited. The balance is interest free and repayable on demand.
Promethean Advisory Limited:
During the year, APQ Global Limited made a subordinated loan to Promethean Advisory Limited amounting to $131,396 (2022: $99,355) which bears interest at 5%. Interest of $7,886 (2022: $1,404) accrued on the loan during the year. APQ Global Limited also paid expenses on behalf of Promethean Advisory Limited amounting to $124,697 (2022: $51,115). At 31 December 2023, a total amount of $380,038 (2022: $159,302) was due to APQ Global Limited. The balance is interest free and repayable on demand.
Delphos Milan S.r.l:
During the year, APQ Global Limited provided funding of $307,071 (2022: $nil) to Delphos Milan S.r.l which has been capitalised to the cost of the investment in the Delphos Holdings group. As at 31 December 2023, an amount of $nil (2022: $nil) was due from Delphos Milan S.r.l.
24. Related party transactions (continued)
Delphos Design Doo:
During the year, APQ Global Limited provided funding of $215,302 (2022: $nil) to Delphos Design Doo which has been capitalised to the cost of the investment in the Delphos Holdings group. As at 31 December 2023, an amount of $nil (2022: $nil) was due from Delphos Design Doo.
25. Subsequent events
On 3 June 2024, Beauvoir Limited was appointed as company secretary to replace Parish Group Limited.
In September 2024, an agreement was reached with the holders of the Convertible Unsecured Loan Stock, whereby a payment of £3,499,996 was made to reduce the nominal value per unit to £4,408,79. The repayment for the remaining CULS has been extended to March 2025 with an increased coupon of 6% pa from 30 September 2024 plus a redemption premium of 1% per month.
[1] In accordance with IFRS 10, the Company, as an Investment Entity, is required to follow certain accounting rules regarding its Subsidiaries. Please refer to Note 14 for further details.
[2] See Page 9 for further details of the Company's KPI's.
[3] The average discount over the financial year was 44%.
[4] Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.
[5] The Capital Subscribed on One Ordinary Share of the Company being £1.00 and thus equivalent to £0.06 in dividends per share.
[6] The dividend paid to ordinary shareholders and capital growth rate of the Company are Key Performance Indicators (KPI's), discussed further on Page 9.
[7] The Total Return of the Company is a KPI and an Alternative Performance Measure in accordance with International Financial Reporting Standards, The Total Return for a given month is calculated as (Book Value Per Share (BVPS) at end of month + Dividends received during month) divided by BVPS at end of previous month. The Total Return on the YTD is then the compounded MTD Total Return for each month in the year. The Company KPI's are discussed further on Page 9.
[8] The independent valuation report attributes the increase in valuation to the significant year on year growth in top line revenue, profitability and forecasted continued future growth in revenue from capital raise mandates.
[9] Where we refer to revenue from income generating operating activities this relates to the revenue of our Investee companies.
[10] See Note 14 for further details.
[12] Where we refer to revenue from income generating operating activities this relates to the revenue of our investee companies.
[13]See Note 14.
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