TIDMAC8
RNS Number : 9777M
Acceler8 Ventures PLC
27 September 2021
27 September 2021
ACCELER8 VENTURES PLC
Interim Report for the six months ended 30 June 2021
Acceler8 Ventures Plc (LSE: AC8, "AC8" or the "Company")
announces its unaudited condensed interim results from
incorporation on 25 March 2021 to 30 June 2021.
Strategy
AC8 was established in 2021 to undertake one or more investment
and / or acquisition opportunities of businesses operating within
the UK or internationally across certain sectors.
The Company retains a flexible investment and acquisition
strategy which will, subject to appropriate levels of due
diligence, enable it to deploy capital in target companies by way
of minority or majority investments, or full acquisitions where it
is in the interests of shareholders to do so. This includes
transactions with target companies located across the UK and
internationally, including but not limited to, Europe and the Asia
Pacific region, with enterprise values up to GBP250 million.
The Company's strategic aim is to drive shareholder value
through the acquisition of target companies in certain sectors
where the Board believes there to be sustainable growth
opportunities both organically, and through acquisition. Sectors of
particular focus include gaming, media and entertainment, software
and technology, industrials and business services.
Results and developments in the period from incorporation to 30
June 2021
The Company's loss after taxation was GBP157,000, reflecting
operating expenses incurred during its admission to the Main Market
of the London Stock Exchange.
The Company completed two pre-IPO placings with its Directors
and founder shareholders, raising in aggregate GBP425,000 gross
placing proceeds through the issuance of 425,000 ordinary
shares.
In addition, the Company also commenced its IPO placing process
under which it was proposing to raise GBP325,000 incremental gross
placing proceeds through the issuance of a further 325,000 new
ordinary shares.
As at the 30 June 2021, GBP92,000 had been received in advanced
by AC8 pertaining to the IPO placing, which was held within the
Company's bank account pending admission. This increased AC8's cash
balance as at 30 June 2021 to GBP517,000.
Developments in the post period end and outlook
In July 2021, the Company completed its IPO placing, raising
incremental gross placing proceeds of GBP325,000. Including the
pre-IPO placing, this increased AC8's cash balance to GBP750,000 as
at admission.
On 19 July 2021, the Company completed its IPO process and
obtained a standard listing on the Official List of the Financial
Conduct Authority, with its shares admitted to trading on the Main
Market of the London Stock Exchange under the ticker AC8.
Since admission, AC8 has continued to pursue its investment and
acquisition strategy and is currently assessing both domestic and
international opportunities within its chosen sectors of
interest.
Enquiries :
Tessera Investment Management
Limited
Tony Morris +44 (0) 7742 189145
--------------------
Meare Consulting
--------------------
Adrian Duffield +44 (0) 7990 858548
--------------------
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period from incorporation on 25 March 2021 to 30 June
2021
Note Unaudited
Period ended
30 June 2021
GBP
---------------------------------- ----- ----------------
Revenue -
Cost of sales -
---------------------------------- ----- ----------------
Gross profit -
Operating expenses (157,000)
---------------------------------- ----- ----------------
Operating profit/(loss) (157,000)
Net finance income -
---------------------------------- ----- ----------------
Loss before tax (157,000)
Taxation -
---------------------------------- ----- ----------------
Loss for period (157,000)
Loss attributable to the Company (157,000)
---------------------------------- ----- ----------------
Loss per share expressed
in pounds per share
From continuing and total
operations:
Basic & diluted loss
per share, GBP 9 (0.9)
---------------------------------- ----- --------------
The Company has no items of other comprehensive income.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
Note Unaudited
As at 30
June 2021
GBP
-------------------------------- ----- -----------
Assets
Current assets
Receivables and prepayments -
Cash 6 517,000
-------------------------------- ----- -----------
Total current assets 517,000
-------------------------------- ----- -----------
Current liabilities
Trade and other payables 7 (249,000)
-------------------------------- ----- -----------
Net current assets 268,000
-------------------------------- ----- -----------
Net assets
Share capital 8 4,252
Share premium 8 420,748
Retained earnings (157,000)
-------------------------------- ----- -----------
Total equity attributable to
equity holders of the Company 268,000
-------------------------------- ----- -----------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period from incorporation on 25 March 2021 to 30 June
2021
Share Share premium Retained earnings Total
capital GBP GBP equity
GBP GBP
--------------------- --------- -------------- ------------------ ----------
Balance as - - - -
at 25 March
2021
Loss for period - - (157,000) (157,000)
--------------------- --------- -------------- ------------------ ----------
Total comprehensive
loss - - (157,000) (157,000)
--------------------- --------- -------------- ------------------ ----------
Shares issued 4,252 420,748 - 425,000
Balance as
at 30 June
2021 4,252 420,748 (157,000) 268,000
--------------------- --------- -------------- ------------------ ----------
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period from incorporation on 25 March 2021 to 30 June
2021
Unaudited
Period ended
30 June 2021
GBP
Cash flows from operating activities
Loss before income tax (157,000)
Increase in trade and other payables 157,000
--------------
Net cash from operating activities -
==============
Cash flows from financing activities
Cash received from issue of Ordinary Shares 425,000
Cash received in respect of Ordinary Shares
to be issued 92,000
--------------
Net cash inflow from financing activities 517,000
==============
Net increase in cash and cash equivalents 517,000
Cash and cash equivalents at beginning of -
period
--------------
Cash and cash equivalents at end of period 517,000
==============
NOTES TO THE GROUP FINANCIAL INFORMATION
1. General information
The Company was incorporated on 25 March 2021 as Acceler8
Ventures Limited, a private limited company under the laws of
Jersey with registered number 134586. On 17 May 2021, the Company
was re-registered as an unlisted public limited company and its
name was changed to Acceler8 Ventures Plc. The Company is the
parent company of Acceler8 Ventures Subco Limited (a private
limited company under the laws of Jersey with registered number
134587).
The address of its registered office 28 Esplanade, St. Helier,
Channel Islands, JE2 3QA, Jersey.
The Company has been incorporated for the purpose of identifying
suitable acquisition opportunities in accordance with the Group's
investment and acquisition strategy with a view to creating
shareholder value. The Group will retain a flexible investment and
acquisition strategy which will, subject to appropriate levels of
due diligence, enable it to deploy capital in target companies by
way of minority or majority investments, or full acquisitions where
it is in the interests of shareholders to do so. This will include
transactions with target companies located in the UK and
internationally, including but not limited to, Europe, and the Asia
Pacific region.
2. Basis of preparation
These interim condensed consolidated financial statements and
accompanying notes have neither been audited nor reviewed by the
Company's auditor.
The principal accounting policies applied in the preparation of
the interim condensed consolidated financial statements are set out
below. These policies have been consistently applied to the period
presented, unless otherwise stated.
The interim condensed consolidated financial statements have
been prepared in accordance with IFRS using the measurement bases
specified by IFRS for each type of asset, liability, income and
expense.
The interim condensed consolidated financial statements are
presented in GBP unless otherwise stated.
These interim condensed consolidated financial statements were
approved by the Board of Directors on 24 September 2021.
Comparative figures
No comparative figures have been presented as the interim
condensed consolidated financial statements cover the period from
incorporation on 25 March 2021 to 30 June 2021.
Going concern
The interim condensed consolidated financial statements have
been prepared on a going concern basis.
The basis for this conclusion is as a result of the projected
monthly financial forecasts prepared and reviewed by the Directors
contained in the working capital board memorandum approved by the
Board of the Company as part of its admission process to the Main
Market of the London Stock Exchange. The Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. Thus,
they continue to adopt the going concern basis of accounting in
preparing the interim condensed consolidated financial
statements.
3. Significant accounting policies
The interim condensed consolidated financial statements is based
on the following policies which have been consistently applied:
Basis of consolidation
The interim condensed consolidated financial statements
incorporate the results of Acceler8 Ventures Plc and its
subsidiary.
Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the
investee. Specifically, the Group controls an investee if, and only
if, the Group has:
-- Power over the investee (i.e., existing rights that give it
the current ability to direct the relevant activities of the
investee)
-- Exposure, or rights, to variable returns from its involvement with the investee
-- The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting
rights results in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement(s) with the other vote holders of the investee
-- Rights arising from other contractual arrangements
-- The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Consolidation of a
subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the
subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the
subsidiary.
Profit or loss and each component of other comprehensive income
(OCI) are attributed to the equity holders of the parent of the
Group and to the non-controlling interests, even if this results in
the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the interim condensed
consolidated financial statements of subsidiaries to bring their
accounting policies into line with those used by other members of
the Group.
All intra-group transactions, balances, income and expenses are
eliminated in full on consolidation.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and
on demand deposits due within three months with banks and other
financial institutions, that are readily convertible into known
amounts of cash and which are subject to an insignificant risk of
changes in value.
Equity
Ordinary Shares are classified as equity.
Taxation
Income tax for the period is based on the taxable income for the
year. Taxable income differs from profit as reported in the
statement of comprehensive income for the period as there are some
items which may never be taxable or deductible for tax and other
items which may be deductible or taxable in other periods. Income
tax for the period is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting
period. Current and deferred tax is recognised in profit or loss,
except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax
is also recognised in other comprehensive income or directly in
equity, respectively.
Deferred income tax is recognised, using the liability method,
on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the interim condensed
consolidated financial statements. Deferred income tax is
determined using tax rates (and laws) that have been enacted, or
substantially enacted, by the end of the reporting period 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 only to the extent
that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
4. Critical accounting estimates and judgments
In preparing the interim condensed consolidated financial
statements, the Directors have to make judgments on how to apply
the Group's accounting policies and make estimates about the
future. The Directors do not consider there to be any critical
judgments that have been made in arriving at the amounts recognised
in the interim condensed consolidated financial statements.
5. Investments
Principal subsidiary undertakings of the Group
The Company directly owns the ordinary share capital of its
subsidiary undertakings as set out below:
Subsidiary Nature Country Proportion Proportion
of business of incorporation of A ordinary of B
shares ordinary
held by shares
Company held
by Company
------------------ ------------- ------------------ --------------- ------------
Acceler8 Ventures Intermediate Jersey, 100 per
Subco Limited holding Channel cent. 0 per
company Islands cent.
------------------ ------------- ------------------ --------------- ------------
The address of the registered office of Acceler8 Ventures Subco
Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands,
JE2 3QA, Jersey. The Subco was incorporated on 25 March 2021 and
prepares its own financial statements for the period ended 31 March
each year.
The A ordinary shares have full voting rights, full rights to
participate in a dividend and full rights to participate in a
distribution of capital. The B ordinary shares have been issued
pursuant to the Company's Subco Incentive Scheme as set out in Note
13.
6. Cash and cash equivalents
As at
30 June 2021
GBP
-------------------------
Cash at bank and in hand 517,000
=========================
7. Trade and other payables
Amounts falling due within one year: As at
30 June 2021
GBP
Provisions 140,000
Accruals 17,000
Calls in advance 92,000
-------------------------
Total 249,000
=========================
Calls in advance relate to certain IPO related placing proceeds
received in advance by the Company from proposed IPO placees, which
were subject to the Company's admission in July 2021.
The Company has also recognised a contingent liability of
GBP115,125, which relates to transaction support, admission fees
and printing expenses. These expenses are contingent on the Company
being admitted to the Main Market of the London Stock Exchange, and
as at 30 June 2021, the Directors of the Company were uncertain as
to whether this event would take place. The Directors have
recognised this amount as a contingent liability.
8. Share capital and share premium
Number Share
of ordinary capital Share premium Total
shares GBP GBP GBP
------------- --------- -------------- --------
As of 30 June 2021 425,000 4,252 420,748 425,000
============= ========= ============== ========
9. Earnings per share
30 June 2021
Loss attributable to the equity
holders of the Company (157,000)
Weighted number of shares in
issue 174,486
(Loss) / earnings per share
(GBP) (0.9)
--------------------------------- -------------
Capital reorganisation
On 18 May 2021, the Company resolved to subdivide its ordinary
share capital by 100:1 in order to reduce the nominal value of the
Ordinary Shares from GBP1 each to GBP0.01 each. This resulted in a
post subdivision share capital of 200 Ordinary Shares, which were
then redesignated into 2 Ordinary Shares of GBP0.01 par value each
and 198 Deferred Shares of GBP0.01 par value each. On 21 May 2021,
in accordance with article 5B of the Company's articles of
association adopted by way of written resolution by all the members
of the Company passed on 18 May 2021, the Company redeemed for nil
consideration the Deferred Shares.
Placing and issue of equity
On 21 May 2021 and following the Company's capital
reorganisation, the Company raised GBP399,998 through the issuance
of 399,998 new ordinary shares of GBP0.01 each. 274,999 ordinary
shares were subscribed for by David Williams, Director and
shareholder of the Company, 100,000 ordinary shares were subscribed
for by Giles Willits, Director of the Company, and 24,999 ordinary
shares were subscribed for by Tessera Investment Management
Limited, also a shareholder in the Company. Following completion of
the placing and the issuance of 399,998 new ordinary shares on 21
May and a further 25,000 new ordinary shares for GBP1 on 24 May
2021, the Company's total issued share capital is 425,000 Ordinary
Shares of GBP0.01 par value each.
10. Financial instruments
As at
30 June 2021
GBP
Financial assets
--------------
Cash and cash equivalents 517,000
==============
Financial risk management objectives and policies
The Group's major financial instrument comprises its bank
balance. The risks associated with this financial instrument, and
the policies on how to mitigate this risk are set out below. The
Directors manage and monitor these exposures to ensure appropriate
measures are implemented in a timely and effective manner.
Credit risk
The Group's credit risk is wholly attributable to its cash
balance. The credit risk from its cash and cash equivalents is
deemed to be low due to the nature and size of the balances held as
of 30 June 2021.
Interest rate risk
As of 30 June 2021, the Group had no exposure to interest rate
risk.
Currency risk
All monetary assets and liabilities and all transactions of the
Group are denominated in its functional currency. As such, the
Group is exposed to no foreign currency risk.
Fair value of financial assets and liabilities
There is no material difference between the fair value of the
Group's financial asset and its carrying value in the interim
condensed consolidated financial statements.
11. Related party transactions
On incorporation, the Company issued 1 Ordinary Share of GBP1
par value at GBP1 per Ordinary Share for cash consideration of GBP1
to David Williams, a Director.
On 14 May 2021, the Company entered into a strategic advisory
agreement with Tessera pursuant to which Tessera has agreed to
provide strategic and general corporate advice, and acquisition and
capital raising transaction support services to the Company.
Tessera was entitled to an initial transaction fee of GBP100,000
(plus VAT) payable on admission for transaction management services
provided to the Company in connection with admission and the
placings. Following admission, Tessera will provide strategic
advisory services and will be paid a success fee on completion on
the first acquisition, at an amount to be agreed between Tessera
and the Company. Following completion of the first acquisition,
Tessera will provide services as requested by the Company and will
charge a fixed daily rate or monthly retainer fee depending on the
volume of such services.
On 21 May 2021, the Company issued 274,999 Ordinary Shares of
GBP0.01 par value at GBP1 per Ordinary Share for cash consideration
of GBP274,999 to David Williams, a Director, and a further 100,000
Ordinary Shares of GBP0.01 par value at GBP1 per Ordinary Share for
cash consideration of GBP100,000 to Giles Willits, also a Director
of the Company who was appointed on 5 May 2021. In addition, the
Company issued a further 24,999 Ordinary Shares of GBP0.01 par
value at GBP1 per Ordinary Share for cash consideration of
GBP24,999 to Tessera.
12. Ultimate controlling party
As of 30 June 2021, the ultimate controlling party of the Group
is David Williams by virtue of his majority shareholding in the
Group.
13. Post balance sheet events
Director service agreements
On 14 July 2021, each of the Non-executive Directors entered
into a letter of appointment with the Company. With effect from
admission, each of the Directors have been entitled to receive a
gross annual fee of GBP20,000, payable monthly in arrears, plus
reimbursement of all reasonable and properly documented expenses
incurred in performing their duties as directors of the
Company.
Subco Incentive Scheme
On 14 July 2021, David Williams and Giles Willits, Directors of
the Company, and Anthony Morris and Kathleen Long, Directors of
Tessera Investment Management Limited, became the first
participants in the Subco Incentive Scheme ("Founder
Participants"), and as such, the proportion of shareholder value
attaching to the Subco Incentive Scheme is 2.9 per cent. of a total
cap of 15 per cent. Under the terms of the Subco Incentive Scheme,
the Founder Participants each subscribed for B Shares in Subco at
their unrestricted market value equating to 2 pence per B Share.
The Founder Participants and their respective holdings are outlined
below.
Name Subco B shares
held
Giles Willits 24,000
Kathleen Long 1,667
David Williams 1,667
Anthony Morris 1,666
Total 29,000
=================
Placing and issue of equity and admission
On 19 July 2021, the Company completed its IPO placing raising
GBP325,000 through the issuance of 325,000 new ordinary shares.
The Company also completed its IPO process and obtained a
standard listing on the Official List of the Financial Conduct
Authority, with its shares admitted to trading on the Main Market
of the London Stock Exchange under the ticker AC8.
Following admission, the Company's total issued share capital
increased to 750,000 Ordinary Shares of GBP0.01 par value each.
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