Interim Results

RNS Number : 1900N
Anemoi International Ltd
28 September 2021
 

28 September 2021

 

 

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

 

Anemoi International Ltd

(Reuters: AMOI.L, Bloomberg: AMOI:LN)

("Anemoi" or the "Company")

Interim Results for the period ended 30 June 2021

 

 

 

CHAIRMAN'S STATEMENT

I am happy to present the unaudited interim accounts for the six months to 30 June 2021. Whilst the first six months of 2021 were uneventful, the board continues to review potential transactions and looks forward to the second half of the financial year.

As part of this ongoing review, the Board of Anemoi are pleased to announce that the Company has signed non-legally binding heads of terms with the shareholders of id4 AG which set out the key terms for the proposed acquisition of the entire issued share capital of id4. Although the full details are yet to be determined, this is an exciting acquisition.

id4 is a Software as a Service (SaaS) company specialised in the provision of digital ‎Customer Lifecycle Management ("CLM") solutions for financial and non-financial ‎institutions. id4 was nominated as one of the RegTech 100 in 2020‎ as well as ‎receiving the Best Compliance Solution Award in 2020‎ ‎and the Best Fintech Solution ‎Award in 2021 at the WealthBriefing Swiss Awards‎.

Should the Acquisition complete, it would constitute a Reverse Take Over under the Listing Rules therefore, at the request of the Company, the FCA has suspended the Company's listing on the standard segment of the Official List and trading on the Main Market of the London Stock Exchange has also been suspended as of the 28th July 2021 pending the publication of a prospectus providing further detail on id4 and the Company as enlarged by the Acquisition, or an announcement that the RTO is not proceeding.

This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2021 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.

The interim report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31 December 2020 and any public announcements made by Anemoi International Ltd during the interim reporting period.

 

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

 

Responsibility Statement

We confirm that to the best of our knowledge:

a)  the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

b)  the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

c)  the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

 

 

 

 

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to enable them to assess the Company's strategy and the potential for that strategy to succeed. The IMR should not be relied on by any other party or for any other purpose.

 

 

Duncan Soukup

Chairman

Anemoi International Ltd

20 September 2021

 

 

Enquiries:

 

Anemoi International Ltd

 

Duncan Soukup (Chairman)

+33 (0)6 78 63 26 89

 

 


 

Condensed Statement of Income

For the six months ended 30 June 2021

 

 

6 Months to

Period to

 

 

Jun 2021

Dec 2020

Note

GBP

GBP

Continuing Operations

 

 

 

Revenue

 

Cost of sales

 

Gross profit / (loss)

 

-

-

Administrative expenses excluding exceptional costs

 

Exceptional administration costs

 

Total administrative expenses

 

Operating loss

 

(115,014)

(191,564)

Net financial income/(expense)

Profit/(loss) before taxation

 

(122,869)

(195,297)

Taxation

 

Profit/(loss) for the period

 

(122,869)

(195,297)

 

 

 

 

 

 

 

 

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

 

 

 

Basic and Diluted - Continuing Operations

 

(0.38p)

(0.65p)

Basic and Diluted

(0.38p)

(0.65p)

 

 

 

 

 

Condensed Statement of Comprehensive Income

For the six months ended 30 June 2021

 

 

6 Months to

Period to

 

Jun 2021

Dec 2020

GBP

GBP

Loss for the financial year

(122,869)

(195,297)

Other comprehensive income:

 

 

Exchange differences on re-translating foreign operations

Total comprehensive income

(136,432)

(185,907)

 

 

 

Attributable to:

 

 

Equity shareholders of the parent

Non-Controlling interest

Total Comprehensive income

(136,432)

(185,907)

                                                                                                                                                                                                 

Condensed Statement of Financial Position

As at 30 June 2021

 

 

Jun 2021

Dec 2020

Note

GBP

GBP

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

Trade and other receivables

 

Cash and cash equivalents

 

Total current assets

 

1,103,271

878,642

 

 

 

 

Liabilities

 

 

 

Current liabilities

 

 

 

Trade and other payables

 

Total current liabilities

 

76,752

21,101

 

 

 

 

Net current assets

 

1,026,519

857,541

 

 

 

 

Non-current liabilities

 

 

 

Long term debt

 

 

 

 

Total non-current liabilities

 

229,673

164,263

 

 

 

 

Net assets

 

796,846

693,278

 

 

 

 

Shareholders' Equity

 

Share capital

Other Reserves - Warrant Options

 

Foreign exchange reserve

 

Retained earnings

 

Total shareholders' equity

 

Total equity

 

796,846

693,278

Condensed Statement of Cash Flows

For the six months ended 30 June 2021

 

 

6 Months to

Period to

 

Notes

Jun 2021

Dec 2020

 

GBP

GBP

Cash flows from operating activities

 

 

 

Operating Loss

 

(115,014)

(191,564)

Increase in other receivables

 

Increase in other payables

 

Cash generated by operations

 

(66,767)

(170,463)

 

 

 

 

Cash flows from financing activities

 

 

 

Interest Paid

 

Issue of ordinary share capital

6

Parent company loan issuance/(repayment)

 

Net cash flow from financing activities - continuing operations

 

296,489

1,041,091

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

229,722

870,628

Cash and cash equivalents at the start of the period

 

Effects of foreign exchange rate changes

 

Cash and cash equivalents at the end of the period

 

1,095,868

878,642

 

 

 

 

 

Condensed Statement of Changes in Equity

For the six months ended 30 June 2021

 

Attributable to owners of the Company

 

 

 

 

 

Total

 

Share

Other

Foreign Exchange

Retained

Shareholders

 

Capital

Reserves

Reserves

Earnings

Equity

 

£

£

£

£

£

 

 

 

 

 

 

 

 

 

 

 

 

Opening Balance

-

-

-

-

-

Issuance of Share Capital

879,185

-

-

-

879,185

Other Reserves - Warrant Options

(74,330)

74,330

-

-

-

Total comprehensive income for the period

 

-

9,390

(195,297)

(185,907)

Balance as at
31 December 2020

804,855

74,330

9,390

(195,297)

693,278

Issuance of Share Capital

240,000

-

-

-

240,000

Other Reserves - Warrant Options

-

-

-

-

-

Total comprehensive income for the period

-

-

(13,563)

(122,869)

(136,432)

Balance as at
30 June 2021

1,044,855

74,330

(4,173)

(318,166)

796,846

 

 

ACCOUNTING POLICIES

The Group prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the UK

 

 

Notes to the Condensed Financial Information

1  General information

Anemoi International Ltd (the "Company") is a British Virgin Island ("BVI") International business company ("IBC"), incorporated and registered in the BVI on 6 May 2020. The Company is a holding company actively seeking investment opportunities. 

 

2  Significant Accounting policies
 

The Company prepares its accounts in accordance with applicable International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom.

The financial statements are expressed in GBP

The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as those applied by the Company in its consolidated financial statements as at 31 December 2020.

The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.

 

2.1  Basis of preparation
 

The condensed consolidated interim financial information for the six months ended 30 June 2021 has been prepared in accordance with International Accounting Standard No. 34, 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended 31 December 2020.

These condensed interim financial statements for the six months ended 30 June 2021 are unaudited and do not constitute full accounts. The independent auditor's report on the 2020 financial statements was not qualified.

 

2.2  Going concern
 

The financial information has been prepared on the going concern basis as management consider that the Company has sufficient cash to fund its current commitments for the foreseeable future.

 

 

Notes Condensed Financial Information Continued

3  Net Financial Expense

 

6 Months to

Period to

 

Jun 2021

Dec 2020

 

GBP

GBP

 

 

 

Loan interest payable

Bank interest expense

 

Foreign currency (gains)/losses

 

7,855

3,733

 

4  Borrowings

 

2021

2020

Non-current liabilities

GBP

GBP

Convertible loan note drawdown

Interest accrued

Total Borrowing

229,673

164,263

 

In October 2020 the Company issued 10% cumulative convertible loan notes in integral multiples of USD$1.00 for a total of USD$350,000. As at the period end USD$15,400 of interest had been accrued on a drawn down balance of USD$299,824. The notes are redeemable on the second anniversary of the execution date. They have been translated at the year end rate in to GBP.

 

5  Earnings per share

 

6 Months to

Period to

 

Jun 2021

Dec 2020

 

GBP

GBP

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

 

 

Loss for the period from continuing operations

Loss for the period

(122,869)

(195,297)

 

 

 

Weighted average number of shares of the Company

32,500,000

30,000,000

 

 

 

Loss per share:

 

 

Basic and Diluted (pence)

 

 

Notes Condensed Financial Information Continued

6  Share Capital

 

As at

As at

 

30 Jun 2021

31 Dec 2020

 

 

 

Authorised share capital:

 

 

100,000,000 ordinary shares of no par value

 

 

 

 

 

 

Fully subscribed shares

 

 

29,950,000 ordinary shares of $0.04 each

Exchange rate adjustment

29,950,000 ordinary shares in GBP

Placing of 5,999,999 ordinary shares of £0.04

Less fair value of options and warrants

Total

768,684

879,185

 

 

 

 

Number

Number

 

of shares

of shares

 

 

 

Fully Subscribed shares as per above

Fully Subscribed shares of no value

Total

35,999,999

30,000,000

 

Under the Company's amended memorandum of association of 25 May 2021, the Company is authorised to issue an unlimited number of shares of one class.

 

During the period 5,999,999 ordinary shares were placed at a price of £0.04 per share with existing and new investors (the Placing), bringing the total issued share capital of the company to 35,999,999 Ordinary Shares of no par value.

 

Simultaneous to the Placing the Company granted to subscribers:

 

(i)  5,999,999 'A' warrants with an exercise period of one year from the first anniversary of the date of grant entitling an 'A' warrantholder to subscribe for one ordinary share of the Company for each warrant held at a subscription price of £0.08; and

(ii)  5,999,999 'B' warrants  with  an  exercise  period  of  one  year  from  the  second  anniversary  of  the  date  of  grant  entitling  a  warrantholder  to  subscribe  for  one  ordinary  share  of  the  Company  for  each  warrant  held  at  a  subscription  price  of  £0.12

 

in  each  case  with  the  subscription  rights  and  price  per  ordinary  share  being  subject  to  adjustment in the event of any share splits or share consolidations by the Company.

 

Accelerated  subscription  rights  apply  to  both  'A' warrant  and 'B' warrants in  the  event  that the Company undertakes further  equity  fund  raises  (including  in  connection  with  a  merger,  acquisition  or  reverse  takeover  transaction) .

 

The  Company  may,  at  any  time  during  the  exercise  periods of the 'A' warrants and 'B' warrants  when  the  Company's  share  price  equals  or  exceeds  the  subscription  price applicable to each class of warrant,  without  notice  purchase  any  warrants  at  any  price  by  tender,  private  treaty  or  otherwise.  The  Company  may  accept  the  surrender  of  a  Warrant  at  any  time.  Any  Warrants  so  purchased  or surrendered will be cancelled by the Company, which will not be at liberty to reissue or resell them.

 

Notes Condensed Financial Information Continued

 
7  Related Party Transactions

 

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

The staff costs incurred by the Company are recharged from Thalassa Holdings Ltd totalling £37,293 for the period.

Consultancy and administrative services were accrued on behalf of a company in which the Chairman has a beneficial interest, the Group accrued $13,000 of fees in the period (2020 : nil). There was no further director's remuneration for the period.

 

8  Subsequent events

The Company's M&A were amended by a written resolution of the board on 15th July 2021 such that the Company is authorised to issue shares of one class with a par value of US$0.001

Luca Tomasi was appointed as a director of the Company by a written resolution of the board passed on 1 July 2021.

 

9  Copies of the Interim Report

 

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

 

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