(“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. The Company also charges management fees providing finance support and director services to its investment companies.
The Company’s investment strategy is to invest in businesses and companies in the service and technology sectors, including products related to social or life enhancement. The Directors are seeking to identify investee businesses and companies where they perceive the opportunity for significant growth through early stage, start up, opportunities and/or market opportunities. The Company principally invests through secured convertible loan notes or acquire controlling shareholdings in
The Directors will also consider investment opportunities where the natural exit strategy will be through a trade sale. The focus is also on investing in a range of early stage companies seeking seed or follow on funding, where the Directors perceive the opportunity for significant growth, in the service and technology sectors, including products related to social or life enhancement.
Additionally the Company will consider other complementary investment opportunities including but not specifically pre IPO funding. The Board will look to provide management support to those companies as they progress in their growth and development. In so doing the Directors believe that this will assist in the opportunity to achieve healthy returns whilst minimising the investment risk. Subsequent to the year-end two further investments have been made and the Board continues to review other potential opportunities.
During the year to
The loss before taxation for the Year was £1,646,904 (
The Directors consider it appropriate to draw attention to one of the key issues affecting the results for the year. Investments are held at fair value assessed in accordance with IFRS9. This year this treatment has required us to recognise our current year’s pre revenue investments at cost given the most recent transactions are equity investments. No fair value uplift has been recognised in these accounts. Given the nature of our recent investments, technology sector start-ups, this does not allow for any fair value uplift which may have been achieved in the individual investee companies from the use of investment funds during the year. In 2018 our two new investments have made good progress but are not expected to move into revenues until this year. Any gain in value is not be reflected in these accounts.
The impact on our Balance Sheet from this treatment has resulted in the reserves position moving into one of accumulated losses. The Company now has an inability to pay dividends to the preference shareholders due to the lack of distributable reserves with a significant provision against loan receivables recognised in the current financial year. It is unlikely that the distributable reserve position will change in the foreseeable future so the Board have taken immediate steps to address the position.
Following discussions with our professional advisers, the Board is intending to seek a capital reduction which would have the effect of cancelling the preference shares and raising replacement capital through the issue of bonds carrying an equivalent yield. These proposals will require the approval of ordinary and preference shareholders at general meetings and a circular will be sent to shareholders convening these meetings, setting out the process, sequence and timetable and explaining in detail the impact of the intended changes.
In January the Company entered into a secured Convertible Loan Note agreement with
YBOO owns and operates a
The free to use app assesses customers actual usage and signal strength based on their individual most often used geographical locations across the spectrum of mobile service offers, which are updated to provide real time costs and charges. The customer then receives recommendations on the most suitable deal matched to their own personal usage and behaviour. The Insight Portal is the platform YBOO has developed to store the data generated by the app. This is particularly attractive to mobile operators as it represents live information from consumers actual experience. Mobile Operators may then use this in assessing their range of tariffs by understanding how these rank for individual customers and thereby seek to ensure their tariffs are suitably competitive.
In August the Company agreed to subscribe for £150,000 of secured convertible loan notes (“Loan Notes”) issued by
Wallet Ads owns and operates a mobile engagement platform that combines mobile wallet passes (Apple Wallet / Google Pay), HTML5 web and social media (Facebook, Twitter, WhatsApp) technologies to enable brands to deliver digital vouchers or passes direct to consumers’ smartphones. There is no need for a consumer to register or download an app to engage with the technology which is free to the consumer and self-funding to the brand. The platform is supported by cutting edge and highly complex serverless infrastructure capable of updating up to one million devices per minute. This investment is intended to enable Wallet Ads to continue to innovate, further develop its platform and build the necessary awareness and credibility in the market for planned expansion in 2019.
Last year we reported that the Company provided a loan facility to Rapid Nutrition Plc (“Rapid”) a natural healthcare company focused on the research, development and production of a range of life science products. Rapid is presently listed on the
Due to delays in the Admission process, and, after a number of variations agreed as a result of this, on
In consideration for the Company agreeing to the amended repayment terms of the Loan, Rapid shall pay a fee equal to
We also reported last year that we had provided a loan facility, to
The Company continues to work with the director of XMG, who after some delays in securing the funding needed to commence trading, has confirmed that this is expected in the very near future with trading commencing shortly thereafter. This delay has been a factor in the results for the current year as it is appropriate to provide for any previously recognised gains and for amounts due until this commences. This treatment is therefore reflected in the accounts accompanying this report.
We continue to appraise the merits and added value of the investment in OME. Despite some progress OME continues to experience ongoing delays in their next funding round. Although we are in regular contact the Directors propose to make a substantial provision against the balance owed by OME which is reflected in the results for the year.
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 fair value for held investments and matured investments at future expected cash flow receipts. The Company’s cash balance at
The Directors continue to explore and consider other investment opportunities which are in accordance with the Company’s stated investment strategy.
On Behalf of the Board
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED
Year ended Year ended 31 Dec 31 Dec 2018 2017 GBP GBP Revenue - - Cost of sales - - Gross profit/(loss) - - Other operating income 39,750 9,000 Administrative expenses (166,136) (141,370) Loss before investment activities (126,386) (132,370) Fair value of receivables through profit and loss (130,078) 95,954 Profit on disposal of investment - 617,575 42,958 - Revaluation of loan (Provision against)/provision released loans receivable (941,891) 214,222 Interest income 174,673 72,797 Interest payable at 7.1% on preference shares (194,057) (160,052) (Loss)/profit before amortisation of preference shares (1,174,781) 708,126 Amortisation of preference shares (472,123) (450,315) (Loss)/profit before taxation (1,646,904) 257,811 Taxation expense - - (Loss)/Profit for the period (1,646,904) 257,811 Other comprehensive income - - Total comprehensive income attributable to equity (1,646,904) 257,811 holders of the company Earnings per share for profit attributable to the equity shareholders Basic earnings per ordinary share (p) (0.232) 0.036 Diluted earnings per ordinary share (p) (0.232) 0.036
The accounting policies and notes set out below form an integral part of these financial statements.
There are no recognised gains and losses other than those passing through the income statement
STATEMENT OF FINANCIAL POSITION
31 Dec 31 Dec 2018 2017 GBP GBP Assets Non-current assets Share Investment 821,537 - 821,537 - Non-current assets Trade and other receivables falling due after more than one 152,899 423,599 year Current assets Short term investments 45,988 124,444 Trade and other receivables falling due within one year 444,322 868,293 Cash and cash equivalents 1,484,236 577,168 2,127,445 1,569,905 Total assets 2,948,982 1,993,504 Equity and liabilities Equity Issued share capital 71,008 71,008 Share premium - - Retained earnings (613,794) 1,033,110 (542,786) 1,104,118 Non-current liabilities Loans and borrowings 3,349,248 791,125 Current liabilities Trade and other payables 142,520 98,261 Total liabilities 3,491,768 889,386 Total equity and liabilities 2,948,982 1,993,504
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
Number Nominal Share Retained of shares value capital earnings Total p GBP GBP GBP 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 - - - 257,811 257,811 for the year Balance at 31 December 2017 710,082,349 0.01 71,008 1,033,110 1,104,118 Loss for period - - - (1,646,904) (1,646,904) Other comprehensive income - - - - - for the year Total comprehensive income - - - (1,646,904) (1,646,904) for the year Balance at 31 December 2018 710,082,349 0.01 71,008 (613,794) (542,786)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED
Year ended Year ended 31 Dec 31 Dec 2018 2017 GBP GBP Cash flow from operating activities (Loss)/profit before taxation (1,646,904) 257,811 Adjustments for: Profit on sale of investment - 419,035 Amortisation adjustment on preference shares 472,123 450,315 Investment and loan write (back)/down - (412,762) Interest receivable (174,673) (72,796) Interest payable 194,057 160,052 Foreign exchange (42,958) - Loss/(gain) on financial assets FVTPL 1,071,969 - Increase/(decrease) in trade and other receivables 32,605 (574,624) Increase in trade and other payables 10,255 22,376 Net cash (outflow)/inflow from operating activities (83,526) 249,407 Cash flows from investing activities Purchase of non-current assets (821,537) (134,206) (Increase)/decrease in short term investments - (124,444) (Increase) in loans receivable (113,816) - Interest income - 20,019 Net cash outflow from investing activities (935,353) (238,631) Cash flow from financing activities Preference dividends payable (160,053) (160,052) Proceeds from issue of shares 2,086,000 - Net cash inflow from financing activities 1,925,947 (160,052) Net increase in cash in the year 907,068 (149,276) Cash and cash equivalents at the beginning of the year 577,168 726,444 Cash and cash equivalents at the end of the year 1,484,236 577,168
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
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 Company applied IFRS 9 for the first time from
IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and Measurement for annual periods beginning on or after
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.
Other receivables are measured at the amount recognised at initial recognition (the amortised cost) minus principal repayments, plus or minus the cumulative amortisation of any difference between that initial amount and the maturity amount, and any loss allowance. Interest income is calculated using the effective interest method and is recognised in profit and loss. Financial assets at amortised cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Interest received is recognised as part of finance income in the statement of profit or loss and other comprehensive income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Company’s financial assets at amortised cost include other receivables.
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 through profit and loss. When a receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in the profit and loss.
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’s financial asset investments, which under IAS 39, were classified and measured at fair value, continue to be done so under IFRS 9, with changes in fair value recognised in profit and loss as they arise.
Gains and losses on investments disposed of or identified are included in the net profit or loss for the period.
The Company is an investing company. Investments held by the Company are held for resale. Therefore where the Company’s equity stake in an investee company is 20% or more equity accounting for associates is not considered to be appropriate.
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.
4. 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 financial statements, 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.
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
The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
Fair value of the investments
All equity investments in scope of IFRS 9 are measured at fair value in the statement of financial position, with present value changes in the profit and loss. Fair value is calculated at cost which is deemed appropriate for early stage, pre revenue companies.
Fair value adjustment to preference shares to increase borrowings to redemption value
The 10p preference shares are redeemable on
5. Segmental analysis
Based on risks and returns, the directors consider that the primary reporting format is by business segment. The directors consider that there are two business segments:
- That of an investment trading company seeking to make capital and interest returns on its investments and
- Receiving management fees from its investment companies
2018 2017 GBP GBP Other operating income from management fees:
UK39,750 9,000 Total 39,750 9,000
2018 2017 GBP GBP Balance sheet – Net book value of segment assets UK – investments 821,537 - Total 821,537 -
The following material expenses are included in administrative expenses:
2018 2017 GBP GBP Directors’ emoluments 20,750 12,000 Hotel and travel 9,639 10,208 Professional fees 55,308 47,144 Consultancy fees 60,053 45,410
7. Loss before tax
Loss before tax, all of which arises from the company’s principal activities, is stated after charging:
2018 2017 GBP GBP Fees payable to the Company’s auditor for : - Audit of the Company 20,000 11,000 - Other services - - - Foreign exchange gain (42,958) -
8. Personnel costs
Excluding directors, there are no employees (2017: 0).
The directors’ emoluments are disclosed in note 5. The directors are considered the only key management personnel. The emoluments paid to directors are management fees.
9. Interest Income
2018 2017 GBP GBP Loan interest receivable 174,673 72,797 Total 174,673 72,797
10. Taxation expense
The taxation provision for the period is different to the standard rate of corporation tax in the
2018 2017 GBP GBP (Loss)/profit before tax (1,646,904) 257,811 Taxation at the UK corporation tax rate of 19% (2017: 20%) (312,911) 51,562 Effects of: Adjustment on preference shares 89,703 69,052 Preference dividends paid 36,871 32,010 Loss/(profit) during the year carried forward 186,337 (152,624) Tax expense - -
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 £2,421,597 (2017: £1,193,475) of losses carried forward.
No ordinary dividends have been proposed by the company for the period 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 THE CONTENTS OF THIS ANNOUNCEMENT
Angelfish Investments Plc Richard Walker+44 (0)7772 013116 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