Acceler8 Ventures PLC: Interim Results
14 September 2022
Acceler8 Ventures Plc (LSE: AC8) announces its unaudited condensed interim results for the six month period to 30 June 2022 (the "Interim Report").
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 with enterprise values up to £250 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 six month period to 30 June 2022
The Company's loss after taxation was £55,114 (period to 30 June 2021: £157,000). This principally reflected operating expenses incurred as a listed business of £55,015. The Company generated a loss per share of £0.1 (period to 30 June 2021: £0.9).
As a result of tight cost control and moderate operating expenses, as at 30 June 2022, AC8's cash balance was £337,351 (as at 31 December 2021: £432,440).
On 28 June 2022, the Company held its inaugural Annual General Meeting in which all resolutions were unanimously passed.
Risks
As the Company has yet to complete an investment or acquisition, it has limited financial statements and / or historical financial data, and limited trading history. As such, the Company during the period was subject to the risks and uncertainties associated with an early-stage acquisition company.
The Directors are of the opinion that these risks, which were detailed further in AC8's published final results for the financial year ended 31 December 2021, remain applicable to the Company.
Dividend
At this point in the Company's development, it does not anticipate declaring any dividends in the foreseeable future. Following the Company's inaugural investment or acquisition, the Directors will determine an appropriate dividend policy for AC8.
Outlook
During the period and post period end, 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. These include successful businesses with the potential for high growth that have considered a listing and are seeking to partner with, and leverage the benefits of, the Board's experience and that of the wider AC8 team. The Directors look forward to updating shareholders on progress in due course.
David Williams
Chairman
13 September 2022
Enquiries:
| Tessera Investment Management Limited | |
| Tony Morris | +44 (0) 7742 189145 |
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period 1 January 2022 to 30 June 2022
| Note | Unaudited
period ended 30 June 2022 £ |
Unaudited 3 month period ended 30 June 2021
£ | |
| Revenue | - | - | |
| Cost of sales | - | - | |
| Gross profit | - | - | |
| Operating expenses | (55,172) | (157,000) | |
| Operating loss | (55,172) | (157,000) | |
| Net finance income | 5 | 58 | - |
| Loss before tax | (55,114) | (157,000) | |
| Taxation | - | - | |
| Loss for the period | (55,114) | (157,000) | |
| Loss attributable to the Company | (55,114) | (157,000) | |
| Loss per share expressed in pounds per share | |||
| From continuing and total operations:
Basic & diluted loss per share, £ |
10 | (0.1) | (0.9) |
The Company has no items of other comprehensive income.
All losses in both periods were attributable, in full, to the owners of the parent company.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
| Note | Unaudited
As at 30 June 2022 £ |
Audited
As at 31 December 2021 £ | |
| Assets | |||
| Current assets | |||
| Trade and other receivables | 7 | 4,542 | 1,169 |
| Cash | 8 | 337,351 | 432,440 |
| Total current assets | 341,893 | 433,609 | |
| Current liabilities | |||
| Trade and other payables | 9 | (43,321) | (80,080) |
| Net current assets | 298,572 | 353,529 | |
| Net assets | |||
| Share capital | 12 | 7,500 | 7,500 |
| Share premium | 13 | 729,598 | 729,598 |
| Capital redemption reserve | 13 | 2 | 2 |
| Share based payment reserve | 13 | 303 | 146 |
| Non-controlling interest | 13 | 67 | 67 |
| Retained loss | 13 | (438,898) | (383,784) |
| Total equity attributable to equity holders of the Company | 298,572 | 353,529 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period from incorporation on 25 March 2021 to 30 June 2021
| Share Capital
£ |
Share Premium
£ |
Retained Loss
£ |
Total
Equity £ | |
| 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 |
For the period 1 January 2022 to 30 June 2022
| Share Capital
£ |
Capital Redemption Reserve
£ |
Share Based Payments Reserve
£ |
Share Premium
£ |
Retained Loss
£ |
Non-controlling interest
£ |
Total
Equity £ | |
| Balance as at 31 December 2021 | 7,500 | 2 | 146 | 729,598 | (383,784) | 67 | 353,529 |
| Loss for period | - | - | - | - | (55,114) | - | (55,114) |
| Share based payment charge | - | - | 157 | - | - | - | 157 |
| Total comprehensive loss | - | - | 157 | - | (55,114) | - | (54,957) |
| Balance as at 30 June 2022 | 7,500 | 2 | 303 | 729,598 | (438,898) | 67 | 298,572 |
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period 01 January 2022 to 30 June 2022
| Unaudited
Period ended 30 June 2022 £ |
Unaudited
Period ended 30 June 2021 £ | |
| Cash flows from operating activities | ||
| Loss before income tax | (55,114) | (157,000) |
| Share based payment charge | 157 | - |
| Increase in trade and other receivables | (3,373) | - |
| Increase/(decrease) in trade and other payables | (36,759) | 157,000 |
| Net cash outflow from operating activities | (95,089) | - |
| 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 flow from financing activities | - | 517,000 |
| Net increase/(decrease) in cash and cash equivalents | (95,089) | 517,000 |
| Cash and cash equivalents at beginning of period | 432,440 | - |
| Cash and cash equivalents at end of period | 337,351 | 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. On 19 July 2021 the Company shares were admitted to trading onto the Main Market of the London Stock Exchange. 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 Company and its subsidiary together form the Group.
The address of its registered office is 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.
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 Report are set out below. These policies have been consistently applied to the period presented, unless otherwise stated.
The Interim Report has been prepared in accordance with IFRS using the measurement bases specified by IFRS for each type of asset, liability, income and expense.
The Interim Report is presented in £ unless otherwise stated.
The Interim Report was approved by the Board of Directors on 13 September 2022.
Comparative figures
Comparative figures which have been presented cover the period from incorporation on 25 March 2021 to 30 June 2021. The statement of financial position comparative figures are shown as at 31 December 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 approval of these interim condensed consolidated financial statements. 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 are 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.
Functional and presentational currency
The Group's functional and presentational currency for these financial statements is the pound sterling.
Employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Debtors
Short term debtors are measured at transaction price, less any impairment.
Creditors
Short term trade creditors are measured at the transaction price.
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
Equity comprises of share capital, share premium, capital redemption reserve, shared based payment reserve, non-controlling interest and retained loss / earnings.
Share capital is measured at the par value.
Share premium and retained earnings represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares was deducted from share premium.
Capital redemption reserve includes amounts in relation to deferred shared capital.
Non-controlling interest reserve arises out of amounts due to holders of the B shares in Acceler8 Ventures Subco Limited.
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.
Financial assets and liabilities
The Group's financial assets and liabilities comprise cash and trade and other payables. Trade and other payables are not interest bearing and are stated at their amortised cost.
Share-based payments
The Group operates an equity-settled share-based payment plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group's estimate of awards that will eventually vest, with a corresponding increase in equity as a share-based payment reserve.
This plan includes market-based vesting conditions for which the fair value at grant date reflects and are therefore not subsequently revisited. The fair value is determined using a binomial model.
Related party transactions
The Company discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned.
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. Net finance income
| 6 month period ended 30 June 2022
£ |
3 month period ended 30 June 2021
£ | |
| Interest income | 58 | - |
6. 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 of business | Country of incorporation | Proportion of A ordinary shares held by Company | Proportion of B ordinary shares held by Company |
| Acceler8 Ventures Subco Limited | Intermediate holding company | Jersey, Channel Islands | 100 per 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 and hold no voting or dividend rights.
7. Trade and other receivables
| As at 30 June
2022 £ |
As at 31 December 2021
£ | |
| Prepayments | 4,542 | 1,169 |
| Total | 4,542 | 1,169 |
8. Cash and cash equivalents
| As at 30 June
2022 £ |
As at 31 December 2021
£ | |
| Cash at bank and in hand | 337,351 | 432,440 |
9. Trade and other payables
| As at 30 June
2022 £ |
As at 31 December 2021
£ | |
| Accruals | 43,321 | 80,080 |
| Total | 43,321 | 80,080 |
Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.
10. Loss per share
| 30 June 2022 | 30 June 2021 | |
| Loss attributable to the equity holders of the Company | (55,114) | (157,000) |
| Weighted number of shares in issue | 750,000 | 174,486 |
| Loss per share (£) | (0.1) | (0.9) |
11. Financial instruments
| As at 30 June
2022 £ |
As at 31 December 2021
£ | |
| Financial assets | ||
| Cash and cash equivalents | 337,351 | 432,440 |
| As at 30 June
2022 £ |
As at 31 December
2021 £ | |
| Financial liabilities | ||
| Accruals | 43,321 | 80,080 |
| Amounts owed to group undertakings | 67 | 67 |
Financial risk management objectives and policies
The Group's financial assets and liabilities mainly comprise cash, and trade and other payables. The carrying value of all financial assets and liabilities equals fair value given their short term in nature.
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 2022.
Interest rate risk
As of 30 June 2022 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.
12. Share capital
| Allocated, called up and fully paid | ||||
| 30 June
2022 Number |
30 June
2022 £ |
31 December 2021
Number |
31 December 2021
£ | |
| Ordinary shares of 1p each | 750,000 | 7,500 | 750,000 | 7,500 |
13. Reserves
Share premium and retained losses represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares were deducted from share premium.
Capital redemption reserve includes amounts in relation to deferred shared capital.
The non-controlling interests reserves arises out of amounts due to holders of the B shares in Acceler8 Ventures Subco Limited.
The Group having no regulatory capital or similar requirements, its primary capital management focus is on maximising earnings per share and therefore shareholder return.
14. Share incentive plan
On 14 July 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited ("Subco"). Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new Ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled to up to 15 per cent. of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 per cent. per annum compounded over a period of between three and five years from admission or following a change of control of the Company or Subco.
15. Share based payments
The Subco Incentive Scheme detailed in Note 14 is an equity-settled share option plan which allows employees and advisors of the Group to sell their B shares to the company in exchange for a cash payment or for shares in the Company (at the Company's election) if certain conditions are met.
These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 per cent. compounded per annum is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair value of the options.
The weighted average exercise price of the outstanding B share options is £1.00 which have a weighted average contractual life of 4 years 9 months. 29,000 B share options were issued in the period, all of which were outstanding at the period end. No B share options were exercised in the period. No B share options have expired during the period.
The Group recognised £157 of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the period.
The fair value of options granted during the period is determined by applying a binominal model. The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these options at the date of grant.
The inputs into the binomial model in respect of options granted in the period are as follows:
| Opening share price | £1 |
| Expected volatility of share price | 16.67% |
| Expected life of options | 5 years |
| Risk-free rate | 0.71% |
| Target increase in share price per annum | 12.5% |
| Fair value of options | 5.397p |
Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index.
The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents the compounded target annual increase in market capitalisation (adjusted for capital raises and dividends) that needs to be met between the third and fifth anniversary of the Group's admission onto the Main Market of the London Stock Exchange in order for the scheme to vest.
The Group did not enter into any share-based payment transactions with parties other than employees and advisors during the current period.
16. Related party transactions
The Chairman and Non-Executive Director are entitled to fees of £20,000 each per annum for their respective roles within the Company, as per their service agreements entered into on 13 July 2021. Amounts still outstanding at the period end have been accrued. There are no other benefits paid to Directors outside of their service fees, save for ordinary course reimbursable expenses properly incurred in performing their duties as Directors. The Company does not operate a pension scheme.
17. Ultimate controlling party
In the opinion of the Directors, there is no single ultimate controlling party.
18. Post balance sheet events
There are no events subsequent to the reporting date which would have a material impact on the financial statements.