TIDMSIV
RNS Number : 2441B
Sivota PLC
30 September 2022
30 September 2022
SIVOTA PLC
(" Sivota," or "the Company")
HALF YEAR RESULTS FOR THE SIX MONTHSED 30 JUNE 2022
Sivota, the London listed investment vehicle focused on
later-stage, Israeli technology companies, announces its results
for the six-months ended 30 June 2022 ('H1 2022').
Key Highlights:
-- Completed the acquisition of a majority stake (57.5%) in
Apester Ltd, a digital marketing engagement platform, for $12.0
million
o Apester's engagement platform allows digital publishers to
interact with their audience and collect insights
o Apester's technology is unique and through secure and
privacy-compliant methods is able to provide insights without the
use of cookies
-- Implementing a number of strategic and operational changes within Apester
o Appointed new board members to Apester who have already
started to implement management changes
o In September appointed an experienced media and technology
executive, as Chief Executive Officer for Apester
o Further management changes and implementation of new business
strategy expected across H2 2022
-- Fundraising of $14.2 million by placing and subscription of
11,500,000 new ordinary shares of Sivota of one pence each. The
Company completed its readmission to the London Stock Exchange on
26 September 2022.
-- Ongoing implementation of the Group's strategy which remains
focused on seeking investment opportunities, predominantly in the
Israeli technology sector, while supporting and advising Apester on
the execution of its growth strategy
-- Following the acquisition in May the group is reporting in US
dollars and consolidating Apester into its financial
statements.
-- Key financial highlights for the six months ended 30 June 2022
o Revenue - $1.1 million
o Gross profit - $287,000
o Cash - $8.1 million
Ziv Ben-Barouch, Chief Executive Officer of Sivota,
commented:
"We are pleased to report our H1 2002 results, which saw the
Group complete the acquisition of Apester, our first transaction
since listing on the London Stock Exchange.
We believe our success in securing Sivota's investment provides
further validation of our model, alongside our new business
pipeline, which continuing to strengthen further. With the boarder
macroeconomic environment weakening, we believe seed investment
will become harder to source, creating more opportunities for the
Sivota team.
I look forward to updating our key stakeholders on both
Apesters' progress and the ongoing implementation of our growth
strategy."
For further information, please visit www.sivotacapital.com or
contact:
Sivota PLC via Vigo Consulting
Tim Weller, Non-Executive Chairman
Ziv Ben-Barouch, Chief Executive Officer
Canaccord Genuity Limited + 44 (0) 20 7523
Alex Aylen - Head of Equities 8000
Vigo Consulting
Jeremy Garcia + 44 (0)20 7390 0230
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
Financial Review
Investment in Apester and fundraising
On 12 May 2022, the Company completed the acquisition of a
majority stake in Apester Ltd, a digital marketing engagement
platform (the "Acquisition"). Under the terms of the Acquisition
agreement, the Company received Preferred Seed Shares in the
capital of Apester for an aggregate price of $12.0 million, which
provided the Company with 57.5 per cent. of Apester's voting
rights.
In addition to the acquisition of Apester's shares, the Company
entered into two convertible loan assignment agreements with
lenders to Apester, pursuant to which $1.6 million in convertible
loans (plus interest) were assigned to the Company, for
consideration equal to the aggregate outstanding principal and
interest accrued until the Acquisition's date.
The cash consideration for the Acquisition and convertible loans
was funded through a $14.2 million (GBP11.5 million) placing and
direct subscription of 11,500,000 new ordinary shares of Sivota of
one pence each.
Consolidation and change in functional and presentation
currency
Following the Acquisition, the Company consolidates Apester's
assets and liabilities and Apester's results from the Acquisition
date. In addition, at the Acquisition date the Company recognised
intangible assets in the total amount of $14.7 million and
non-controlling interests in the total amount of $6.3 million.
Following the Acquisition, the Group's functional and
presentation currency changed from Great British Pounds Sterling
("GBP") to U.S. dollars ("$"), the currency of the primary economic
environment, in which the Group operates .
Cash flow and net debt
The Group's cash balance as at 30 June 2022 was $8.1 million
compared to $1.0 million at the end of 2021. The debt at 30 June
2022 arose from the consolidation of Apester and amounted to $2.2
million.
Revenues
The Group generated $1.1 million revenues during the period from
the Acquisition date on 12 May 2022 to 30 June 2022.
Current trading and outlook
Sivota was established in order to acquire controlling stakes
and then act as a holding company for various target businesses
operating or founded in Israel, predominantly in the technology
sector.
Apester's acquisition is the first step in executing on this
strategy, and while Sivota is working to help Apester implement its
growth strategy, it continues to work on its pipeline of
acquisitions with the goal to secure the next targets.
Financial Review (continued)
Risk and uncertainties
Difficulties in acquiring suitable targets
The Company's strategy and future success is dependent to a
significant extent on its ability to identify sufficient suitable
acquisition opportunities and to execute these transactions on
terms consistent with the Company's strategy. If the Company cannot
identify suitable acquisitions, or successfully execute any such
transactions, this will have an adverse effect on its financial and
operational performance.
Keeping pace with technological developments
The Group's ability to attract new customers and increase
revenue from existing customers depends in large part on its
ability to enhance and improve its existing solutions and to
introduce compelling new products and features. If the Group is
unable to successfully develop new products, enhance its existing
solutions to meet customer requirements, or otherwise gain market
acceptance, its reputation, business, results of operations, and
financial condition would be harmed.
Ability to generate revenues and profits
Given Group's relatively limited trading history to date, there
is no certainty that it will be able to expand its share of its
current markets to the extent that it intends to. Failure to do so
and/or slower demand for Group's products may result in revenues
growing more slowly than anticipated.
Concentration of key clients
The Group has significant contracts and relationships with a
number of key customers. Although the Group knows of no reason why
such contracts should be terminated or will not be renewed on the
same or more favourable terms, the Directors cannot guarantee that
such relevant parties' commercial position or market conditions
will not alter their position. Should any of these contracts be
terminated or not be renewed, it could have a material adverse
effect on the financial position and future prospects of the
Group.
Changes to the digital advertising landscape
The Group's current revenues are derived partly from revenue
sharing agreements for advertising space sold through its platform.
Such revenues are dependent on the worldwide demand and ask prices
for advertising, which are mainly controlled by large market
participants, such as search engines. If a search engine decides to
reduce its pricing or demand for advertising space is depressed,
this will adversely affect the Group's revenues. Although the Group
is seeking to reduce the proportion of revenues derived from
advertising space sold, there remains a risk that any such change
to prices and/or demand would adversely affect the Group.
Changes to data protection legislation could impact the digital
marketing landscape and impact how the Group can use the data it
gathers from its clients and customers
The Group's current revenues are derived partly from revenue
sharing agreements for advertising space sold through its platform.
Such revenues are dependent on the worldwide demand and ask prices
for advertising, which are mainly controlled by large market
participants, such as search engines. If a search engine decides to
reduce its pricing or demand for advertising space is depressed,
this will adversely affect the Group's revenues. Although the Group
is seeking to reduce the proportion of revenues derived from
advertising space sold, there remains a risk that any such change
to prices and/or demand would adversely affect the Group's
financial condition.
Financial Review (continued)
Disruption or failure of networks and information systems, the
internet or other technology
The Group's business is dependent on the availability of network
and information systems, the internet and the cloud. Shutdowns or
service disruptions caused by events such as criminal activity,
sabotage or espionage, computer viruses, hacking and other
cyber-security attacks, router disruption, automated attacks such
as denial of service attacks, power outages, natural disasters,
accidents, terrorism, equipment failure or other events within or
outside the Group's control could adversely affect it and its
customers.
Dependence on key executives and personnel
The Group's future development and prospects depends to a
significant degree on the experience, performance and continued
service of its senior management team including the Group
Board.
Security, political and economic instability
Security, political and economic instability in the Middle East
and Israel in particular may harm Group's business.
Statement of directors' responsibilities in respect of the
interim results
The Directors; being Tim Weller (Chairman); Ziv Ben-Barouch
(CEO) and Neil Jones (Non-Executive) confirm that the set of
interim financial statements has been prepared in accordance with
international Accounting Standard 34 "interim financial reporting",
and that interim report includes a fair review of the information
required by DTR 4.2.7R and DTR 4.2.8R, namely an indication of
important events that have occurred during the six months period
ended 30 June 2022; and material related party transactions in the
six months period ended 30 June 2022.
SIVOTA PLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
U.S. dollars in thousands
For the period
from 22 September
2020 to 31
Six months ended June December
30,
-------------------------- ----------------------------------
2022 2021 2021
-------------------------------------- -------------------------- --------------------- -----------
(Unaudited) (Unaudited) (Audited)
-------------------------- --------------------- -----------
Restated Restated
-------------------------- --------------------- -----------
Revenues 1,114 - -
Cost of revenues 827 - -
-------------------------- --------------------- -----------
Gross Profit 287 - -
-------------------------- --------------------- -----------
Operating expenses:
Research and development expenses 333 - -
Sales and marketing expenses 261 - -
General and administrative expenses 1,110 65 507
-------------------------- --------------------- -----------
Total operating expenses 1,704 65 507
-------------------------- --------------------- -----------
Operating loss (1,417) (65) (507)
Financial income - 3 9
Financial expenses 420 - -
-------------------------- --------------------- -----------
Financial income (expenses),
net (420) 3 9
Loss before taxes (1,837) (62) (498)
========================== ===================== ===========
Taxes on income - - -
-------------------------- --------------------- -----------
Net loss (1,837) (62) (498)
========================== ===================== ===========
Net comprehensive loss (1,837) (62) (498)
========================== ===================== ===========
Loss per share:
Basic loss per ordinary share
in U.S. dollars (0.44) (1.24) (0.37)
========================== ===================== ===========
Diluted loss per ordinary share
in U.S. dollars (0.44) (1.24) (0.37)
========================== ===================== ===========
The accompanying notes are an integral part of the condensed
consolidated financial statements.
The condensed consolidated financial statements on page 6 to 19
were authorised for issue by the board of directors on 29 September
2022 and were signed on its behalf by Ziv Ben-Barouch.
Ziv Ben-Barouch
CEO
29 September 2022
SIVOTA PLC
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands
As at As at
30 June 31 December
2022 2021
Note (Unaudited) (Audited)
------ ------------- -------------
Restated
-------------
ASSETS
Non-current assets
Intangible assets 5 (f) 14,492 -
Property and equipment, net 58 -
Right of use assets 2 -
------------- -------------
Total non-current assets 14,552 -
Current assets
Trade receivables 1,473 -
Other receivables 1,197 55
Short-term restricted deposit 98 -
Cash and cash equivalents 6 8,094 1,012
------------- -------------
Total current assets 10,862 1,067
Total assets 25,414 1,067
============= =============
EQUITY AND LIABILITIES
Equity
Share capital 6 157 15
Deferred shares 65 65
Capital reserve from share-based
transactions 134 -
Share premium 6 15,173 1,251
Accumulated Losses (1,756) (498)
------------- -------------
Total equity attributable to the
owners 13,773 833
Non-controlling interests 5 (f) 5,748 -
------------- -------------
Total equity 19,521 833
Current liabilities
Trade and other payables 3,700 234
Short term loans 864 -
------------- -------------
Total current liabilities 4,564 234
Non-current liabilities
Long term loans 5 (e) 1,317 -
Employee benefits 12 -
Total non-current liabilities 1,329 -
Total equity and liabilities 25,414 1,067
============= =============
The accompanying notes are an integral part of the condensed
consolidated financial statements.
SIVOTA PLC
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands
Capital Total equity
Ordinary reserve attributable Non-controlling
Share Deferred Share from Accumulated to the interests Total
capital Shares Premium share-based losses owners equity
transactions
---------- ---------- --------- ------------- ------------- ------------- ----------------- ---------
For the six
months ended
June
30, 2022
(Unaudited) -
Restated
Balance as at 1
January 2022 15 65 1,251 - (498) 833 - 833
Net loss - - - - (1,258) (1,258) (579) (1,837)
---------- ---------- --------- ------------- ------------- ------------- ----------------- ---------
Net
comprehensive
loss - - - (1,258) (1,258) (579) (1,837)
Transactions
with owners:
Non-controlling
interest
arising
from
acquisition of
initially
consolidated
company - see
Note
5 (f) - - - - - - 6,327 6,327
Share-based
compensation by
subsidiary - - - 134 - 134 - 134
Share capital
issuance - see
Note 6 142 - 14,053 - - 14,195 - 14,195
Share issue cost - - (131) - - (131) - (131)
---------- ---------- --------- ------------- ------------- ------------- ----------------- ---------
Total
transactions
with the
owners 142 - 13,922 134 - 14,198 6,327 20,525
Balance as at 30
June 2022 157 65 15,173 134 (1,756) 13,773 5,748 19,521
========== ========== ========= ============= ============= ============= ================= =========
The accompanying notes are an integral part of the condensed
consolidated financial statements.
SIVOTA PLC
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
U.S. dollars in thousands
Ordinary Total equity
Share capital Deferred Share Premium Accumulated attributable
Shares losses to the owners
--------------- ----------- ---------------- -------------- ---------------
Restated
-------------------------------------------------------------------------------
For period from 22 September
2020 to 31 December 2021 (Audited)
Balance as at 22 September - - - - -
2020
Net loss - - - (498) (498)
--------------- ----------- ---------------- -------------- ---------------
Net comprehensive loss - - - (498) (498)
Transactions with owners:
Share capital issuance on
incorporation 66 - - - 66
Deferred shares (65) 65 - - -
Share capital issuance on admission 14 - 1,391 - 1,405
Share issue cost - - (140) - (140)
Total transactions with the
owners 15 65 1,251 - 1,331
Balance as at 31 December 2021 15 65 1,251 (498) 833
=============== =========== ================ ============== ===============
The accompanying notes are an integral part of the condensed
consolidated financial statements.
SIVOTA PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
U.S. dollars in thousands
For the period from 22 September 2020 to
31 December
Six months ended 30 June
----------------------------- ------------------------------------------
2022 2021 2021
-------------- ------------- ------------------------------------------
(Unaudited) (Unaudited) (Audited)
-------------- ------------- ------------------------------------------
Restated Restated
-------------- ------------- ------------------------------------------
Cash flows from operating activities
Net loss (1,837) (63) (498)
Depreciation and amortisation 223 - -
Share-based compensation by subsidiary 134 - -
Interest expense (income) 316 - -
Working capital adjustments:
Decrease in trade receivables 144 - -
Increase in other receivables (37) (92) (55)
Increase (decrease) in trade and other
payables (820) 226 234
Decrease in long term employee benefits (46) - -
-------------- ------------- ------------------------------------------
Net cash used by operating activities 1,923 71 (319)
Cash flows from investing activities
Investment in short-term deposit (47) - -
Cash arising from initially consolidated
company - see Note 5 (f) 34 - -
Convertible loans acquisition - see Note 5
(d) (1,654)
Net cash used by investing activities (1,667) - -
Cash flows from financing activities
Proceeds from the issue of Ordinary
Shares, net of issuance costs 11,059 - 1,331
Loan repayments (387) - -
Net cash flow provided by financing
activities 10,672 - 1,331
Net increase in cash and cash equivalents 7,082 71 1,012
Cash and cash equivalents at beginning of
period 1,012 51 -
-------------- ------------- ------------------------------------------
Cash and cash equivalents at end of period 8,094 122 1,012
============== ============= ==========================================
The accompanying notes are an integral part of the condensed
consolidated financial statements.
SIVOTA PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
U.S. dollars in thousands
(a) Financing non-cash transactions:
For the period
from 22 September
2020 to 31
December
Six months ended
30 June
----------------------------------- -------------------
2022 2021 2021
----------------- ---------------- -------------------
(Unaudited) (Unaudited) (Audited)
----------------- ---------------- -------------------
Debt offset against the payment
for share capital of the Company 2,182 - -
- see Note 5 (e)
================= ================ ===================
Unpaid share capital - see Note
9 (b) 823 - -
The accompanying notes are an integral part of the condensed
consolidated financial statements.
SIVOTA PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
1. General information
The Company is a public limited company incorporated and
registered in England and Wales on 22 September 2020 with
registered company number 12897590 and its registered office
situated in England and Wales with its registered office at New
London House, 172 Drury Lane, London WC2B 5QR.
On 22 July 2021 the company completed a placing and listed on
the Main Market (Standard Segment) of the LSE.
On 12 May 2022, the Company completed the acquisition of a
majority stake in Apester Ltd, a digital marketing engagement
platform (the "Acquisition") - for more information see Note 5.
The consideration for the Acquisition was funded through placing
and subscription of new ordinary shares of Sivota - for more
information see Note 6.
2. Definitions
In these financial statements:
The Company - Sivota PLC
The Group - The Company and its consolidated subsidiaries
Subsidiaries - Entities that are controlled (as defined
in IFRS 10) by the Company and whose accounts
are consolidated with those of the Company.
Dollar/USD - U.S. dollar/"$"
3. Significant accounting policies
The following accounting policies have been applied consistently
in the financial statements for all periods presented, unless
otherwise stated.
a. Basis of accounting
The Group Financial Statements have been prepared in accordance
with International Accounting Standards in conformity with the
requirements of the UK Companies Act 2006.
The interim condensed consolidated financial statements for the
six months ended 30 June 2022 have been prepared in accordance with
IAS 34, Interim Financial Reporting. The interim condensed
consolidated financial statements do not include all the
information and disclosures required in the annual financial
statements and should be read in conjunction with the Company's
financial statements as at 31 December 2021 and the significant
accounting policies that were added as a result of the Acquisition
- see 3 (b) to (e) below.
SIVOTA PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
The functional currency of the Group has changed from Great
British Pounds Sterling ("GBP") to U.S. dollars ("$") with effect
from 12 May 2022, as a result of the Acquisition. From this date
the currency of the primary economic environment, in which the
Group operates, became U.S. dollars ("$").
The Group has changes its presentation currency accounting
policy from Great British Pounds Sterling ("GBP") to U.S. dollars
("$"). As this is a change in accounting policy, it has been
applied retrospectively as required by IAS 8. The rates applied for
the purpose of the translating the assets and liabilities is the
current exchange rate as at the date of each statement of financial
position. Income and expenses for each statement of comprehensive
income were translated at exchange rate at the dates of the
transactions. For more information see Note 8.
The financial statements have been prepared on the historical
cost basis, except for the revaluation of financial instruments
that are measured at fair values at the end of each reporting
period. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services.
b. Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries). Consolidation of a subsidiary begins when the
Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary.
The results of subsidiaries acquired or disposed of during the
year are included in profit or loss from the date the Company gains
control until the date when the Company ceases to control the
subsidiary.
All intragroup assets and liabilities, equity, income, expenses
and cash flows relating to transactions between the members of the
Group are eliminated on consolidation.
Non-controlling interests in subsidiaries are identified
separately from the Group's equity therein. Subsequent to
acquisition, the carrying amount of non-controlling interests is
the amount of those interests at initial recognition plus the
non-controlling interests' share of subsequent changes in
equity.
SIVOTA PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
c. Business combinations and goodwill
Business combinations are accounted for by applying the
acquisition method. The cost of the acquisition is measured at the
fair value of the consideration transferred on the date of
acquisition with the addition of non-controlling interests in the
acquiree. In each business combination, the Company chooses whether
to measure the non-controlling interests in the acquiree based on
their fair value on the date of acquisition or at their
proportionate share in the fair value of the acquiree's net
identifiable assets.
Direct acquisition costs are expensed as incurred.
Goodwill is initially measured at cost, which represents the
excess of the acquisition consideration and the amount of
non-controlling interests over the net identifiable assets acquired
and liabilities assumed . After initial recognition, goodwill is
measured at cost less any accumulated impairment losses.
d. Intangible assets
Intangible assets acquired in a business combination are
measured at fair value at the acquisition date. Intangible assets
with a finite useful life are amortised over their useful life and
reviewed for impairment whenever there is an indication that the
asset may be impaired. The amortisations period and the
amortisation method for an intangible asset are reviewed at least
at each year end.
Intangible assets with indefinite useful lives are not
systematically amortised and are tested for impairment annually or
whenever there is an indication that the intangible asset may be
impaired
e. Share-based payments
Share-based payment transactions of the Company equity-settled
share-based payments to employees and others providing similar
services are measured at the fair value of the equity instruments
at the grant date. The fair value determined at the grant date is
expensed on a straight-line basis over the vesting period, based on
the Group's estimate of the number of equity instruments that will
eventually vest.
f. Standards and interpretations issued but not yet applied
There were no new standards or interpretations effective for the
first time for periods beginning on or after 1 January 2022 that
had a significant effect on the Company's Financial Statements.
At the date of authorisation of these Financial Statements, a
number of amendments to existing standards and interpretations,
which have not been applied in these Financial Statements, were in
issue but not yet effective for the year presented. The Directors
do not expect that the adoption of these standards will have a
material impact on the financial information of the Company in
future periods.
SIVOTA PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
4. Significant accounting judgments, estimates and assumptions
In preparing the Company Financial Information, the Directors
have to make judgments on how to apply the Company's accounting
policies and make estimates about the future.
In the process of applying the significant accounting policies,
the Group made the following judgment which have the most
significant effect on the amounts recognised in the financial
statements:
Business combinations
The Group is required to allocate the acquisition cost of the
subsidiary and activities through business combinations on the
basis of the fair value of the acquired assets and assumed
liabilities. The Group used external valuations to determine the
fair value. The valuations
include management estimates and assumptions as for future cash
flow projections from the acquired business and selection of models
to compute the fair value of the acquired components and their
depreciation period.
5. Business combination
a. On 24 January 2022 the Company entered into a Share Purchase
Agreement ("Acquisition") with Apester Ltd, a digital marketing
engagement platform, that was completed on 12 May 2022. Under the
terms of Acquisition Apester issued to the Company 14,947,409
Preferred Seed Shares for an aggregate consideration of $12.0
million of which $6.0 million was paid on 13 May 2022 and the
further $6.0 million was paid on 12 August 2022. The Preferred Seed
Shares provide the Company with 57.5% of Apester's voting
rights.
b. Pursuant to the articles of association of Apester, that were
exercised following Acquisition completion, the Company also has
certain veto and consent rights, including the right to appoint a
majority of directors to the Apester's Board.
c. In addition, amongst other customary provisions, the Share
Purchase Agreement contains various warranties typical in a
transaction of this nature from Apester in favour of the Company,
regarding the operations, employees and the business and assets of
Apester.
d. Following the Acquisition, the Company entered into two
convertible loan assignment agreements with lenders to Apester,
pursuant to which $1.654 million in convertible loans, including
accrued interest, were assigned to the Company. The convertible
loans bear interest at a rate of 6% per annum and will be capable
of conversion by the Company into Preferred Seed Shares in Apester.
If converted in full, the Preferred Seed Shares immediately after
the SPA's completion represent approximately 5.6% of Apester's
share capital on a fully diluted basis. If the convertible loans
are not so converted, Apester will be required to repay all
outstanding principal and interest on the loans in full in 24
monthly instalments starting February 2024.
e. Following the Acquisition and pursuant to the agreement with the Apester's shareholder ("the Shareholder"), the Shareholder's loan in amount of $2.182 million, including accrued interest, was fully settled by offset against the payment for share capital of the
SIVOTA PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
Company . The remaining Shareholder's loan in amount of $1.5
million shall bear interest at the rate of 6% per annum, accrued
from the actual funding date, will be capable of conversion by the
Shareholder into Preferred Seed Shares in Apester. If converted in
full, the Preferred Seed Shares immediately after the SPA's
completion represent approximately 5.3% of Apester's share capital
on a fully diluted basis. If the convertible loans are not so
converted, Apester will be required to repay all outstanding
principal and interest on the loans in full in 24 monthly
instalments starting February 2024.
f. The provisional fair value of the identifiable assets and
liabilities of Apester on the acquisition date:
Fair Value
----------
Cash and cash equivalents after the
Acquisition 12,034
Short-term restricted deposit 51
Trade receivable 1,617
Other receivables 282
Property and equipment, net 64
Right of use assets 7
Intangible assets:
Developed Technology 8,655
Customer Relationships 2,608
Total identifiable assets 25,318
----------
Short term loans 1,092
Trade and other payables 4 ,286
Employee benefits 58
Long-term loans 4,996
----------
Total identifiable liabilities 10,432
----------
Total identifiable assets, net 14,886
Non-controlling interest (6,327)
Goodwill arising on acquisition 3,441
Total acquisition cost 12,000
==========
6. Fundraising
The cash consideration for the acquisition of Apester's shares
and convertible loans was funded through a $14.2 million (GBP11.5
million) placing and direct subscription of 11,500,000 new ordinary
shares of one pence each in the Company from existing and new
investors in the Company. The issue price is 100 pence per new
ordinary share.
SIVOTA PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
7. Operating segments
a. General:
The Group has one operating segment which is Apester's digital
marketing engagement platform .
b. Geographic information:
The following table sets forth revenues classified by
geographical areas based on client location:
For the
period from
22 September
2020 to
31 December
,
Six months ended June
30,
-------------------------------- -----------------
2022 2021 2021
--------------- --------------- -----------------
U.S. dollars in thousands
---------------------------------------------------
(Unaudited) (Unaudited) (Audited)
--------------- --------------- -----------------
North America 341 - -
UK and Ireland 275 - -
European countries 467 - -
Other countries 31 - -
--------------- --------------- -----------------
1,114 - -
=============== =============== =================
8. Changes in presentation accounting policy
The Group has changed its presentation accounting policy in
order to align its functional and presentation currency to be U.S.
dollars. As a result, the prior period comparatives in these
financial statements have been restated from Great British Pounds
Sterling ("GBP") to U.S. dollars ("$"):
SIVOTA PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
As at 31 December 2021
--------------------------
Restated
Amount in amount in
GBP U.S. dollars
----------- -------------
in thousands
--------------------------
Current assets
Other receivables 41 55
Cash and cash equivalents 749 1,012
----------- -------------
Total current assets 790 1,067
Equity
Share capital 11 15
Deferred shares 49 65
Share premium 922 1,251
Foreign currency translation
reserve (balancing figure) - -
Accumulated Losses (365) (498)
----------- -------------
Total equity 617 833
Current liabilities
Trade and other payables 173 234
----------- -------------
Total current liabilities 173 234
Total equity and liabilities 790 1,067
=========== =============
SIVOTA PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands
As at 12 May 2022
--------------------------
Restated
Amount in amount in
GBP U.S. dollars
----------- -------------
in thousands
--------------------------
Current assets
Other receivables 17 21
Cash and cash equivalents 5,544 6,774
----------- -------------
Total current assets 5,561 6,795
Equity
Share capital 11 15
Deferred shares 49 65
Share premium 922 1,251
Foreign currency translation
reserve (balancing figure) - -
Accumulated Losses (446) (675)
----------- -------------
Total equity 536 656
Current liabilities
Trade and other payables 153 187
Payment on account of share
capital 4,872 5,952
----------- -------------
Total current liabilities 5,025 6,139
Total equity and liabilities 5,561 6,795
=========== =============
9. Subsequent events
a. In August 2022 the short term loan of $864 thousands was fully repaid.
b. Subsequent the reporting date a debt for unpaid share capital
of $823 thousands was fully paid.
c. Subsequent the reporting date 1,569,000 options to Apester's
ordinary shares were exercised by two former executives of Apester
to 1,569,000 ordinary shares of Apester at an exercise price of NIS
0.01 per share. As a result , the Company's share in Apester
reduced to 54.2%.
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END
IR KZGZLVLVGZZM
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September 30, 2022 02:00 ET (06:00 GMT)
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