(“Angelfish” or “the Company”)
Final Results for the year ended
The Company’s principal activity is that of an investment trading company listed on the NEX Exchange Growth Market with trading symbol ANGP for its ordinary shares and ANGS for its preference shares.
At the Annual General Meeting in
The Company will also consider other complementary investment opportunities including but not specifically pre IPO funding. The Board will look to provide management support to those companies to assist in their growth and development. In so doing the Directors believe that this will provide the opportunity for healthy returns whilst minimising the investment risk. Subsequent to the year end one further investment has been made and the Board continues to review other potential opportunities.
During the year to
The profit before taxation for the Year was £257,811 (the Period to
As previously advised in
Since the AGM in
The Agreement provides for an amount payable to Angelfish of
In the Company’s prior Period the investment in loans (and previously invoiced management charges) to OME totalling £412,762 had been provided for in the income statement. Although there has been a delay in receipt of the Cash Payments the full value of the Agreement signed in
The Directors have continued to review investment opportunities in the current financial year and on
The Company’s risks and uncertainties can be grouped into four categories; strategic, financial, operational and compliance. In so doing the Company continually seeks suitable investments not specifically in the
Key Performance Indicators (“KPIs”) provide an illustration of management’s ability to successfully deliver against the Company’s strategic objectives. The Board periodically reviews the KPIs of the Company taking into account the strategic objectives and the challenges facing implementation of such. The measures reflect the Company’s development focused strategy, the importance of a positive cash position and our underlying commitment to ensuring safe operations. These KPI’s can be categorised into operational and financial. These include, but are not limited to, adopting an agreed risk based strategy and monitoring its successful implementation on a regular basis (operational); return on investment both income and capital, control of overheads and costs, current and forecast Company cash balances and availability of future funding being sufficient to support the needs of the business and service the Company’s current debt (financial).
In measuring these KPIs, the Company’s investment balance has been fully appraised and is shown in the balance sheet at cost plus interest/pro rata uplift for held investments and matured investments at future expected cash flow receipts. The Company’s cash balance at
The directors of
On Behalf of the Board
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED
Notes Year ended Period ended 31 Dec 31 Dec 2017 2016 £ £ Revenue - - Cost of sales - - Gross profit/(loss) - - Other operating income 4 9,000 9,000 Administrative expenses 5 (141,370) (121,289) Loss before investment activities (132,370) (112,289) Fair value of receivables through profit and loss 95,954 - Profit on disposal of investment 617,575 - - (198,540) Investment write down - (119,193) Costs of aborted transaction 214,222 (228,897) Provision released/(provision against) loans receivable 8 72,797 92,689 Interest income (160,052) (152,398) Interest payable at 7.1% on preference shares 708,126 (718,628) Profit/(Loss) before amortisation of preference shares (450,315) (170,369) Amortisation of preference shares 257,811 (888,997) Profit/(Loss) before taxation Taxation expense 9 - - 257,811 (888,997) Profit/(Loss) for the period Other comprehensive income - - Total comprehensive income attributable to equity 257,811 (888,997) holders of the company Earnings per share for profit attributable to the equity shareholders Basic earnings per ordinary share (p) 0.036 (0.125) Diluted earnings per ordinary share (p) 0.036 (0.125)
There are no recognised gains and losses other than those passing through the income statement.
STATEMENT OF FINANCIAL POSITION
31 Dec 31 Dec 2017 2016 £ £ Assets Non-current assets Share Investment - - - - Non-current assets Trade and other receivables falling due after more than one 423,599 - year Current assets Short term investments 124,444 - Trade and other receivables falling due within one year 868,293 536,558 Cash and cash equivalents 577,168 726,444 1,569,905 1,263,002 Total assets 1,993,504 1,263,002 Equity and liabilities Equity Issued share capital 71,008 71,008 Share premium - - Retained earnings 1,033,110 775,299 1,104,118 846,307 Non-current liabilities Loans and borrowings 791,125 340,810 Current liabilities Trade and other payables 98,261 75,885 Total liabilities 889,386 416,695 Total equity and liabilities 1,993,504 1,263,002
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
Number Nominal Share Retained of shares value capital earnings Total p £ £ £ Balance at 30 June 2015 710,082,349 0.01 71,008 134,832 205,840 espense for the period Share Premium account on 10p - - - 1,529,464 1,529,464 preference shares cancelled (included in liabilities) Loss for period - - - (888,997) (888,997) Other comprehensive income for - - - - - the year Total comprehensive loss for the - - - (888,997) (888,997) year Balance at 31 December 2016 710,082,349 0.01 71,008 775,299 846,307 Profit for period - - - 257,811 257,811 Other comprehensive income for - - - - - the year Total comprehensive income for - - - 257,811 257,811 the year Balance at 31 December 2017 710,082,349 0.01 71,008 1,033,110 1,104,118
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED
Period ended Year ended 31 Dec 31 Dec 2016 2017 £ £ Cash flow from operating activities Profit/(loss) before taxation 257,811 (888,997) Adjustments for: Profit on sale of investment 419,035 - Amortisation adjustment on preference shares 450,315 170,369 Investment and loan write (back)/down (412,762) 427,437 Costs of aborted transaction - 119,193 Interest received (72,796) (92,689) Increase in trade and other receivables (574,624) (368,947) Increase in trade and other payables 22,376 22,114 Net cash inflow/(outflow) from operating activities 89,355 (611,520) Cash flows from investing activities Preference dividends paid (160,052) (126,921) Purchase of non-current assets (134,206) (119,193) Increase in short term investments (124,444) - Interest income 20,019 38,049 Interest paid - - Net cash outflow from investing activities (398,683) (208,065) Cash flow from financing activities Preference dividends payable 160,052 152,398 Proceeds from issue of shares - 1,275,034 Net cash inflow from financing activities 160,052 1,427,432 Net increase in cash in the year (149,276) 607,847 Cash and cash equivalents at the beginning of the year 726,444 118,597 Cash and cash equivalents at the end of the year 577,168 726,444
The accounting policies and notes set out below form an integral part of these financial statements.
Notes to the financial information
1. General information
The principal activity of
The company is a public limited company incorporated and domiciled in the
The Company changed its year end from
2. Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards IFRS as developed and published by the
Standards, amendments and interpretations to existing standards that have been issued and are effective at the balance sheet date have been applied in the financial statements.
The financial information has been prepared on a going concern basis under the historical cost convention, as modified by the revaluation of certain financial assets at fair value through the income statement.
The preparation of financial information in conformity with IFRS requires management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial information are disclosed in the summary of significant accounting policies below.
The Company’s business activities, together with factors likely to affect its future operations, financial position and liquidity position have been considered by the directors of the Company. The Directors, having made due and careful enquiry, are of the opinion that the Company has adequate working capital to execute its operations over the next 12 months. The Directors, therefore, have made an informed judgement, at the time of approving financial statements, that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.
3. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired.
The amount of any provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within “administrative expenses”. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against “administrative expenses” in the income statement.
Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash.
Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable amount. If the recoverable amount is less than the value of the investment, the investment is considered to be impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account.
Gains and losses on investments disposed of or identified are included in the net profit or loss for the period.
Fair Value of Assets and Liabilities
The Company measures all assets and liabilities at amortised cost or fair value.
Foreign currency translation
(a) Functional and presentation currency
The financial information is presented in pounds sterling, which is the company’s functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
A business segment is a group of assets or operations engaged in providing services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing services within a particular economic environment that is subject to different risks and returns from other segments in other economic environments.
All expenses are accounted for on an accruals basis.
Current and deferred income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Preference share capital is classified as equity if it is non-redeemable, or redeemable only at the Company’s option, and any dividends are discretionary. Discretionary dividends thereon are recognised as distributions within equity upon approval by the Company’s shareholders.
Preference share capital is classified as a financial liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Non-discretionary dividends thereon are recognised as interest expense in the income statement as accrued.
Preference share capital and premium is included at fair value. Costs associated with preference share funds raised are amortised in the Income Statement over the remaining life of the Preference shares.
The objectives when managing capital are to safeguard the company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain a capital structure that optimises the cost of capital. In order to maintain or adjust the capital structure the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Capital comprises all components of equity; share capital, share premium, and retained earnings.
Equity Settled share option plan
The Company has applied the requirements of IFRS2 Share-based payments in accordance with current provisions. The company issues equity-settled share based payments to certain employees, which are measured at fair value at the date of grant. The fair value determined at the date of grant is expensed on a straight line basis over the vesting period, based on the company’s estimate of shares that will eventually vest. The fair value is determined by use of the share based payments intrinsic value. Management do not believe the fair value can be measured reliably by use of an option pricing model, based on the fact that the company has only relatively recently obtained a listing and no reliable historical data is available.
Future changes in accounting policies - standards issued but not yet effective
New standards and interpretations not yet adopted:
At the date of approval of the Historical Financial Information, there are a number of new standards and amendments to standards and interpretations that have been issued but are not yet effective and, in some cases, have not yet been adopted by the EU.
The Directors do not consider that the above standards and interpretations will have a material effect on the presentation of the financial statements in the period of initial application or subsequently, except that IFRS 9 will impact the measurement of financial instruments, IFRS 15 may have an impact on revenue recognition and related disclosures, and IFRS 16 may impact the treatment of operating leases and its presentation. At this point, it is not practicable for the Directors to provide a reasonable estimate of the effect of IFRS 9, IFRS 15 and IFRS 16 as their detailed review of these standards is still ongoing.
Key sources of estimation and uncertainty
In the application of the company's accounting policies, which are described in note 3, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below.
Allowance for trade and other receivables
Management reviews its loans and receivables for objective evidence of impairment at least quarterly. Significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy, and default or significant delay in payments are considered objective evidence that a receivable is impaired. In determining this, management makes judgement as to whether there is observable data indicating that there has been a significant change in the payment ability of the debtor, or whether there have been significant changes with adverse effect in the technological, market, economic or legal environment in which the debtor operates.
The allowance policy for doubtful debts of the company is based on the ageing analysis and management’s on-going evaluation of the recoverability of the outstanding receivables. Once debtors have been identified as having evidence of impairment, it is regularly reviewed and appropriate impairment provision applied.
The directors also have to consider the appropriate discount rate to trade and other receivables.
Impairment of investments
The recoverable amounts of individual assets will be determined based on the higher of value-in-use calculations and fair value less costs to sell. These calculations will require the use of estimate and assumptions. It is reasonably possible that assumptions may change which may impact the directors’ estimates and may then require a material adjustment to the carrying value of investments.
The directors’ review and test the carrying value of investments when events or changes in circumstances suggest that the carrying amount may not be recoverable. Assets will be grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimate will be prepared of expected future cash flows for each group of assets.
Expected future cash flows used to determine the value in use of the investments will be inherently uncertain and could materially change over time.
Fair value adjustment to preference shares to increase borrowings to redemption value
The 10p preference shares are redeemable on
4. Segmental analysis
Based on risks and returns, the directors consider that the primary reporting format is by business segment. The directors consider that there is only one business segment, being the commission earned through signed up members gained by advertising and promoting the company's website. Therefore, the disclosures for the primary segment have already been given in this financial information.
2017 2016 £ £ Revenue from services: UK 9,000 9,000 Other European - - Rest of the world - - Total 9,000 9,000
2017 2016 £ £ Balance sheet – Net book value of segment assets UK - - Other European - - Rest of the world - - Total - -
The following material expenses are included in administrative expenses:
2017 2016 £ £ Director 12,000 18,000 s’ emoluments Hotel and travel 10,208 4,734 Professional fees 47,144 58,903 Consultancy fees 45,410 8,100 Salaries - 15,173
6. Loss before tax
Loss before tax, all of which arises from the company’s principal activities, is stated after charging:
2017 2016 £ £ Fees payable to the Company’s auditor for : - Audit of the Company 11,000 10,000 - Other services - 11,000
7. Personnel costs
Excluding directors, there are no employees (2016: 1).
The aggregate remuneration comprised 2017 2016 £ £ Wages and salaries - 14,742 Social security costs - 431
Directors’ emoluments 2017 2016 £ £ Emoluments 12,000 18,000 The directors are considered the only key management personnel.
The directors are considered the only key management personnel. The emoluments paid to directors are management fees.
8. Interest Income
2017 2016 £ £ Bank interest - 1,531 Loan interest receivable 72,797 91,158 Total 72,797 92,689
9. Taxation expense
2017 2016 £ £ Profit/(Loss) before tax 257,811 (888,997) Taxation at the UK corporation tax rate of 20% (2016: 20%) 51,562 (177,799) Effects of: Adjustment on preference shares 69,052 34,074 Preference dividends paid 32,010 30,480 (Profit)/Loss during the year carried forward (152,624) 113,245 Tax expense - -
The taxation provision for the period is different to the standard rate of corporation tax in the
No deferred tax asset has been provided in respect of tax losses as their crystallisation is not certain. At the balance sheet date there are approximately £1,193,475 (2016: £1,380,433) of losses carried forward.
No ordinary dividends have been proposed by the company for the period ended
The information contained in this announcement has been extracted from the audited Directors' Report and Financial Statements for the year ended
This announcement contains information which, prior to its disclosure, was inside information for the purposes of Article 7 of EU Regulation 596/2014.
THE DIRECTORS OF THE COMPANY TAKE RESPONSIBILITY FOR THIS ANNOUNCEMENT
Angelfish Investments Plc+44 (0)7769 591096 Andrew Flitcroft, Finance Director NEX Exchange Corporate Adviser +44 (0)207 213 0880 Cairn Financial Advisers LLP David Coffman/ Richard Nash
The Company's Ordinary Shares and Preference Shares are admitted to trading on the NEX Exchange Growth Market in