AfriAg Global
plc
(“AfriAg Global” or the “Company”)
Audited Final Results for the Year
Ended 31 December 2019
Chairman’s report (incorporating the
strategic report)
AfriAg Global PLC (AQSE: AFRI), presents its Annual Report for
year ended 31 December 2019.
Like many public companies around the world, the COVID-19
pandemic has unfortunately slowed down the Company’s efforts with
respect to completing the Apollon UK transaction (see below),
however we are totally focused on working through the delays and
proceeding with this very exciting transaction. We are working
diligently with our advisers and regulators towards putting this
deal to shareholders for their careful consideration and
approval.
Investment policy change to include
Medical Cannabis investments:
In September 2018, shareholder
approval was obtained at a general meeting for the expansion of the
Company’s investment strategy to include medicinal cannabis. The
Company has now expanded its existing investment strategy to also
include investments in companies, projects or products that are
progressing research in and development of medicinal cannabis and
its derivatives, producing or cultivating medicinal cannabis,
producing or supplying products derived from or related to cannabis
(including, but not limited to, hemp and cannabidiol products);
and/or commercialising or marketing medicinal cannabis and its
derivatives. The Company sees tremendous opportunities in the
sector, especially in the field of medical research.
Medical Cannabis Investments:
The Company currently owns 4.64 million shares (representing
2.68%) of the share capital of Apollon Formularies Ltd (“Apollon
UK”). The Company raised £1.41 million during the period to assist
with the acquisition of this investment.
The Company is currently working with Apollon UK to satisfy all
regulatory requirements for the proposed acquisition of the entire
issued share capital of Apollon UK (the “Acquisition”) as
announced. In due course, subject to making an offer to the
shareholders of Apollon UK and obtaining the necessary approvals,
the Company intends to send an explanatory circular and notice of
general meeting to its shareholders seeking approval of the
Acquisition. It is intended that the Company will acquire all the
issued and outstanding shares from the shareholders of Apollon UK
pursuant to a right of first refusal in consideration for the issue
and allotment to those shareholders of new ordinary shares in the
capital of the Company at a price of 10
pence per new ordinary share.
Apollon UK is entitled to 95% of the net profit of Apollon
Formularies Jamaica, Limited (“Apollon Jamaica”). Subject to
approval from the Cannabis Licensing Authority in Jamaica, Apollon UK has the right to
acquire a 49% interest in the issued share capital of
Apollon Jamaica.
Apollon Jamaica holds the
following licenses:
- Licence to cultivate cannabis for the sole purposes of
undertaking research, including clinical research as approved by
the Ministry of Health;
- License to process and manufacture any cannabis-based products
that have been approved by the Ministry of Health for medical,
therapeutic and scientific purposes (Processing Licence
170209113513) at designated premises of Apollon Jamaica; and
- License to provide therapeutic services using cannabis (Retail
(Therapeutic Services) Licence 170209153635).
Agriculture Investments:
The market appeared to give little credit for the investments
the Company had previously made in the agricultural sector. The
Company therefore put it to shareholders that we should divest our
agri investments and focus on the legal medical cannabis sector.
Shareholder approval for the disposal of these investments was
received in late November 2019, and
the full disposal of the Company’s subsidiaries has been accounted
for in the 31 December 2019
accounts.
Share consolidation:
The Company also received shareholder approval for a share
consolidation (“Consolidation”) in late 2019. The effect of the
Consolidation was to reduce the number of ordinary shares in issue
by a factor of 100, whilst increasing the trading price of the
Company’s new ordinary shares. Following completion of the
Consolidation, 30,110,011 new consolidated ordinary shares of no
par value each, were on issue. This was increased to 31,710,011 by
31 December 2019 with further equity
fund raising.
Financial Results:
During the period, the Group had revenues of £2.22 m (2018:
£2.24 m) and made a gross profit of £258,000 (2018: £66,000). The
total comprehensive loss for the period attributable to equity
holders of the parent was £2,463,000 (2018: £347 000). These
results include the Group’s share of the Subsidiaries results up to
date of disposal.
There was a weighted loss per share of 9.759 p (2018: loss per
share of 1.7 p).
Current assets at 31 December 2019
amounted to £1,281,000 (2018: £1,056,000).
No dividends have been paid or proposed.
Outlook:
We have a very unique ability, being one of the few companies
listed in London and indeed
Europe, to actually undertake
investments in the fast-growing legal medical cannabis sector.
Although the global cannabis market has come off its highs of last
year, the medical research side will become more significant as
time goes by.
Having recently completed our initial investment in Apollon UK,
we are actively pursuing to further increase our stake in this key
investment further as discussed above. We fully appreciate that
time is of the essence, and your board, its lawyers and indeed the
Apollon UK team are working tirelessly to wrap up this transaction
as soon as possible.
The Board would like to take this opportunity to thank our
shareholders, staff and consultants for their continued support and
I look forward to reporting further significant progress over the
next period and beyond.
The directors of the Company accept responsibility for the
contents of this announcement.
David Lenigas
Executive Chairman
15 July 2020
The Directors of the Company accept responsibility for the
contents of this announcement.
AfriAg Global Plc:
David Lenigas (Executive Chairman)
+44 (0)20 7440 0640
Peterhouse Capital Limited
+44 (0)20 7469
0930
Guy
Miller/Allie Feuerlein
Financial statements
Consolidated statement of comprehensive income for the period to
31 December 2019
__________________________________________________________________________________________
|
|
Year ended
31 December
2019 |
Year ended
31 December
2018 |
|
Note |
£’000 |
£’000 |
|
|
|
|
Revenue |
4 |
2,217 |
2,236 |
Cost of sales |
|
(1,959) |
(2,170) |
|
|
|
|
Gross Profit |
|
258 |
66 |
|
|
|
|
Administration expenses |
|
(411) |
(430) |
Share Based Payment Charge |
|
- |
- |
|
|
|
|
Operating (loss) |
5 |
(153) |
(364) |
|
|
|
|
Share of associate result |
13 |
(2) |
97 |
(Loss) on disposal of
subsidiaries |
22 |
(346) |
- |
Loans advanced to subsidiaries
written-off |
22 |
(1,953) |
- |
Investment income |
7 |
(22) |
(51) |
Finance costs |
8 |
(4) |
- |
|
|
|
|
(Loss) before taxation |
|
(2,480) |
(318) |
|
|
|
|
Taxation |
9 |
- |
- |
|
|
|
|
|
|
|
|
(Loss) for the period
attributable to equity holders of the parent |
|
(2,480) |
(318) |
|
|
|
|
Other comprehensive
income |
|
|
|
Transfer to income
statement |
|
- |
22 |
Translation exchange (loss) |
|
17 |
(51) |
Other comprehensive income for
the period net of taxation |
|
17 |
(29) |
|
|
|
|
Total comprehensive income for
the year attributable to equity holders of the parent |
|
(2,463) |
(347) |
|
|
|
|
Loss per share |
|
|
|
Basic and diluted (pence) |
10 |
(9.76) |
(1.7) |
|
|
|
|
The accompanying accounting policies and notes form part of
these financial statements.
Consolidated statement of financial position at 31 December 2019
______________________________________________________________________
|
|
31
December |
31
December |
|
|
2019 |
2018 |
|
Note |
£’000 |
£’000 |
Non-current
assets |
|
|
|
Property, plant &
equipment |
11 |
- |
5 |
Investments in
associates |
13 |
- |
1,687 |
|
|
- |
1,692 |
|
|
|
|
Current
assets |
|
|
|
Inventory |
15 |
- |
- |
Trade and other
receivables |
16 |
16 |
925 |
Available for sale
assets |
14 |
1,167 |
30 |
Cash and cash
equivalents |
|
98 |
101 |
|
|
1,281 |
1,056 |
|
|
|
|
Total
assets |
|
1,281 |
2,748 |
|
|
|
|
Current
liabilities |
|
|
|
Trade and other
payables |
17 |
(525) |
(844) |
|
|
(525) |
(844) |
|
|
|
|
Net
current assets |
|
756 |
213 |
|
|
|
|
Net
assets |
|
756 |
1,904 |
|
|
|
|
Equity |
|
|
|
Share capital |
18 |
3,171 |
1,761 |
Share premium
account |
|
8,535 |
8,630 |
Share based payment
reserve |
|
128 |
279 |
Revaluation
reserves |
|
- |
- |
Foreign currency
reserve |
|
- |
(17) |
Retained earnings |
|
(11,078) |
(8,749) |
|
|
756 |
1,904 |
The financial statements of AfriAg Global plc (registered number
002845V) were approved by the Board of Directors and authorised for
issue on 15 July 2020 and were signed
on its behalf by:
David Lenigas Donald Strang
Chairman
Director
The accompanying accounting policies and notes form part of
these financial statements.
Company statement of financial position at 31 December 2019
_______________________________________________________________
|
|
31
December |
31
December |
|
|
2019 |
2018 |
|
Note |
£’000 |
£’000 |
Non-current assets |
|
|
|
Investments in
subsidiary undertakings |
12 |
- |
- |
Trade and other receivables |
16 |
- |
1,836 |
|
|
- |
1,836 |
Current assets |
|
|
|
Trade and other receivables |
16 |
16 |
134 |
Available for sale assets |
14 |
1,167 |
30 |
Cash and cash equivalents |
|
98 |
81 |
|
|
1,281 |
245 |
|
|
|
|
Total assets |
|
1,281 |
2,081 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
17 |
(525) |
(458) |
|
|
(525) |
(458) |
|
|
|
|
Net current
assets/(liabilities) |
|
756 |
(213) |
|
|
|
|
Net assets |
|
756 |
1,623 |
|
|
|
|
|
|
|
|
Equity |
|
|
|
Share capital |
18 |
3,171 |
1,761 |
Share premium account |
|
8,535 |
8,630 |
Share based payment reserve |
|
128 |
279 |
Revaluation reserves |
|
- |
- |
Retained earnings |
|
(11,078) |
(9,047) |
|
|
756 |
1,623 |
The financial statements of AfriAg Global plc (registered number
002845V) were approved by the Board of Directors and authorised for
issue on 14 July 2020 and were signed
on its behalf by:
David Lenigas Donald Strang
Chairman
Director
The accompanying accounting policies and notes form part of
these financial statements.
Consolidated statement of changes in equity for the period to
31 December 2019
____________________________________________________________________________________
|
Share
capital |
Share
premium |
Share based payment
reserve |
Foreign currency
reserve |
Revaluation
reserves |
Retained
earnings |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
At 31 December 2017 |
1,461 |
8,648 |
279 |
34 |
(22) |
(8,431) |
1,969 |
|
|
|
|
|
|
|
|
(Loss) for the period |
- |
- |
- |
- |
- |
(318) |
(318) |
Currency translation gain |
- |
- |
- |
(51) |
- |
- |
(51) |
Transfer to income statement |
- |
- |
- |
- |
22 |
- |
22 |
Total Comprehensive Income |
- |
- |
- |
(51) |
22 |
(318) |
(347) |
Shares issued |
300 |
- |
- |
- |
- |
- |
300 |
Share Issue cost |
- |
(18) |
- |
- |
- |
- |
(18) |
Share based payment charge |
- |
- |
- |
- |
- |
- |
- |
Total contributions by and distributions to
owners of the Company |
300 |
(18) |
- |
- |
- |
- |
282 |
|
|
|
|
|
|
|
|
At 31 December 2018 |
1,761 |
8,630 |
279 |
(17) |
- |
(8,749) |
1,904 |
|
|
|
|
|
|
|
|
(Loss) for the period |
- |
- |
- |
- |
- |
(2,480) |
(2,480) |
Currency translation gain |
- |
- |
- |
17 |
- |
- |
17 |
Transfer to income statement |
- |
- |
- |
- |
- |
- |
- |
Total Comprehensive Income |
- |
- |
- |
17 |
- |
(2,480) |
(2,463) |
Shares issued |
1,410 |
- |
- |
- |
- |
- |
1,410 |
Share Issue cost |
- |
(95) |
- |
- |
- |
- |
(95) |
Transfer with equity |
- |
- |
(151) |
- |
- |
151 |
- |
Total contributions by and distributions to
owners of the Company |
1,410 |
(95) |
(151) |
- |
- |
151 |
1,315 |
|
|
|
|
|
|
|
|
At 31 December 2019 |
3,171 |
8,535 |
128 |
- |
- |
(11,078) |
756 |
The accompanying accounting policies and notes form part of
these financial statements.
Company statement of changes in equity for the period to
31 December 2019
______________________________________________________________________________________
|
Share
capital |
Share
premium |
Share
based
payment
reserve |
Revaluation
reserves |
Retained
earnings |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
At 31 December 2017 |
1,461 |
8,648 |
279 |
(22) |
(8,783) |
1,583 |
|
|
|
|
|
|
|
(Loss) for the period |
- |
- |
- |
- |
(264) |
(264) |
Transfer to income statement |
- |
- |
- |
22 |
- |
22 |
Total Comprehensive
Income |
- |
- |
- |
22 |
(264) |
(242) |
Shares issued |
300 |
- |
- |
- |
- |
300 |
Share issue costs |
- |
(18) |
- |
- |
- |
(18) |
Total contributions by and distributions to
owners of the Company |
300 |
(18) |
- |
- |
- |
282 |
|
|
|
|
|
|
|
At 31 December 2018 |
1,761 |
8,630 |
279 |
- |
(9,047) |
1,623 |
|
|
|
|
|
|
|
(Loss) for the period |
- |
- |
- |
- |
(2,182) |
(2,182) |
Total Comprehensive
Income |
- |
- |
- |
- |
(2,182) |
(2,182) |
Shares issued |
1,410 |
- |
- |
- |
- |
1,410 |
Share issue costs |
- |
(95) |
- |
- |
- |
(95) |
Transfer with equity |
- |
- |
(151) |
- |
151 |
- |
Total contributions by and
distributions to owners of the Company |
1,410 |
(95) |
(151) |
- |
151 |
1,315 |
|
|
|
|
|
|
|
At 31 December 2019 |
3,171 |
8,535 |
128 |
- |
(11,078) |
756 |
The accompanying accounting policies and notes form part of
these financial statements.
Consolidated statement of cash flows for the period ended
31 December 2019
__________________________________________________________________________________________
|
|
Year ended |
Year ended |
|
|
31 Dec
2019 |
31 Dec
2018 |
|
|
£’000 |
£’000 |
Cash flows from operating
activities |
|
|
|
Operating (loss) |
|
(153) |
(364) |
(Increase)/decrease in
inventory |
|
(12) |
3 |
Decrease in trade and other
receivables |
|
81 |
38 |
(Decrease) in trade and other
payables |
|
(71) |
(75) |
Depreciation |
|
1 |
3 |
Share option charge |
|
- |
- |
|
|
|
|
Net cash (outflow) in operating
activities |
|
(154) |
(395) |
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
Investment income |
|
1 |
3 |
Finance costs |
|
(4) |
- |
Loan advanced to related party
company |
|
- |
(117) |
Receipts on sale of AFS
investments |
|
- |
1 |
Payments on purchase of AFS
investments |
|
(1,160) |
(62) |
Cash disposed with subsidiaries |
|
(13) |
- |
Payments for PPE assets |
|
- |
(3) |
|
|
|
|
Net cash (outflow)
in investing activities |
|
(1,176) |
(178) |
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
Issue of share capital |
|
1,410 |
300 |
Issue costs |
|
(95) |
(18) |
|
|
|
|
Net cash inflow from
financing activities |
|
1,315 |
282 |
|
|
|
|
Net (decrease) in
cash and cash equivalents |
|
(15) |
(291) |
|
|
|
|
Cash and cash equivalents at
beginning of period |
|
101 |
443 |
Effect of foreign exchange on cash
and cash equivalents |
|
12 |
(51) |
|
|
|
|
Cash and cash
equivalents at end of period |
|
98 |
101 |
|
|
|
|
The accompanying accounting policies and notes form part of
these financial statements.
Company statement of cash flows for the period ended
31 December 2019
_____________________________________________________________________________________
|
|
Year ended |
Year ended |
|
|
31 Dec
2019 |
31 Dec
2018 |
|
|
£’000 |
£’000 |
Cash flows from operating
activities |
|
|
|
Operating (loss) |
|
(206) |
(210) |
Decrease/(increase) in trade and
other receivables |
|
1 |
(9) |
Increase in trade and other
payables |
|
67 |
73 |
Share option charge |
|
- |
- |
|
|
|
|
Net cash (outflow) in operating
activities |
|
(138) |
(146) |
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
Investment income |
|
- |
- |
Loan advanced to related party
company |
|
- |
(117) |
Receipts on sale of AFS
investments |
|
- |
1 |
Payments on purchase of AFS
investments |
|
(1,160) |
(62) |
|
|
|
|
Net cash (outflow)
in investing activities |
|
(1,160) |
(178) |
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
Issue of share capital |
|
1,410 |
300 |
Issue costs |
|
(95) |
(18) |
|
|
|
|
Net cash inflow from
financing activities |
|
1,315 |
282 |
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents |
|
17 |
(42) |
|
|
|
|
Cash and cash equivalents at
beginning of period |
|
81 |
123 |
|
|
|
|
Cash and cash
equivalents at end of period |
|
98 |
81 |
|
|
|
|
The accompanying accounting policies and notes form part of
these financial statements.
Notes to the financial statements
____________________________________________________________________________
1 |
General
information |
|
AfriAg
Global plc is a company incorporated in the Isle of Man under the
Isle of Man Companies Act 2006. The address of its registered
office is 34 North Quay, Douglas, Isle of Man, IM1 4LB. The
Company's ordinary shares are traded on the AQSE Exchange Growth
Market as operated by Aquis Stock Exchange Ltd (“AQSE”).
The financial statements of Afriag Global plc for the year ended 31
December 2019 were authorised for issue by the Board on 15 July
2020 and the statements of financial position signed on the Board's
behalf by Mr. David Lenigas and Mr Donald Strang. |
|
|
|
Investing policy
The Company’s investment strategy focuses on acquisitions of direct
and/or indirect interests in the agricultural and medicinal
cannabis sectors.
Agriculture
The Board intend to seek acquisitions of direct and/or indirect
interests in businesses involved in agriculture generally and the
production, processing, logistics and distribution of agricultural
produce. The Company will focus on opportunities in this sector in
Europe, Africa and the Middle East, but will consider possible
opportunities anywhere in the world.
Medicinal Cannabis
The Board intend to seek investments in companies, projects or
products that are:
· progressing medicinal cannabis
research and development;
· producing or cultivating medicinal
cannabis;
· producing or supplying products
derived from or related to cannabis (including, but not limited to,
hemp and cannabidiol products); and/or
· commercialising or marketing
medicinal cannabis and its derivatives.
The Company will seek investments in companies and projects in
jurisdictions which have well-developed and reputable laws and
regulations for the research and production of medicinal cannabis
and in jurisdictions that are signatories to the United Nation’s
conventions on narcotics.
Types of Investments
The Company is likely to be an active investor within these sectors
and acquire control of certain target companies although it may
also consider acquiring non-controlling shareholdings. The proposed
investments to be made by the Company may be in either quoted or
unquoted securities and made by direct acquisition of an interest
in companies, partnerships or joint ventures, or direct interests
in projects and can be at any stage of development. Accordingly,
the Company’s equity interest in a proposed investment may range
from a minority position to 100 per cent. ownership and a
controlling interest. The Directors’ primary objective is to
achieve the best possible value over time for Shareholders,
primarily through capital growth.
If the Company takes a controlling stake, the acquisition could
trigger a Reverse Takeover under Rule 58 of the AQSE Exchange
Rules.
The Board intend to acquire one or more investments in quoted or
unquoted businesses or companies (in whole or in part) thereby
creating a platform for further investments. There is no limit on
the number of companies, projects or products that the Company may
invest in with the agricultural and medicinal cannabis sectors. The
Company may need to raise additional funds for these purposes and
may use both debt and/or equity. |
Notes to the financial statements
(continued)
__________________________________________________________________________________________
|
Investing policy (continued) |
|
The Board
believes that their collective experience, together with their
extensive network of contacts and the Company’s Technical
Committee, will assist them in the identification, evaluation and
funding of appropriate investment opportunities within the
medicinal cannabis sector. When necessary, other external
professionals will be engaged to assist in the due diligence on
prospective targets and their management teams. The Directors will
also consider appointing additional directors and/or advisors with
relevant experience if the need arises.
It is anticipated that there may be opportunities to spin out
businesses privately or by initial public offerings where
Shareholders may be able to be benefit through distributions of
cash and/or shares and/or rights to subscribe in listings. Given
the nature of the investment strategy, the Company does not intend
to make additional regular and periodic disclosures or calculations
of net asset value outside of the requirements for a NEX Exchange
Growth Market traded company. It is anticipated that the Company
will hold investments for the medium to long term, although where
opportunities exist for shorter term investments, the Company may
undertake advantage of such opportunities.
The Directors intend to review the investment strategy on an annual
basis and, subject to their review and in the absence of unforeseen
circumstances, the Directors intend to adhere to the investment
strategy. Changes to the investment strategy may be prompted, inter
alia, by changes in government policies or economic conditions
which alter or introduce additional investment opportunities. It is
the intention of the Directors to invest the Company’s cash
resources, as far as practicable, in accordance with the investment
strategy. However, due to market and other investment
considerations, it may take some time before the cash resources of
the Company are fully invested.
It is intended that the funds currently available to the Company
will be used to meet general working capital requirements, to
undertake due diligence on potential target acquisitions and to
make investments in accordance with the investment guidelines
described above. |
|
Statement of
compliance with IFRS |
|
The
financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union and as applied in accordance with the provisions
of the Companies Act 2006. The principal accounting policies
adopted by the Company are set out below. |
|
New
standards, amendments and interpretations adopted by the
Company
No new and/or revised Standards and Interpretations have been
required to be adopted, and/or are applicable in the current year
by/to the Company, as standards, amendments and interpretations
which are effective for the financial year beginning on 1 January
2019 are not material to the Company.
New standards, amendments and interpretations not yet adopted
At the date of authorisation of these financial statements, the
following Standards and Interpretations which have not been applied
in these financial statements, were in issue but not yet effective
for the year presented:
- IFRS 17 in respect of Insurance Contracts will be effective for
accounting periods beginning on or after 1 January 2021
There are no other IFRSs or IFRIC interpretations that are not yet
effective that would be expected to have a material impact on the
Company. |
Notes to the financial statements
(continued)
__________________________________________________________________________________________
|
Going
Concern |
|
|
The
Directors noted the losses that the Group has made for the Year
Ended 31 December 2019. The Directors have prepared cash flow
forecasts for the period ending 31 July 2021 which take account of
the current cost and operational structure of the Company.
The cost structure of the Company comprises a high proportion of
discretionary spend and therefore in the event that cash flows
become constrained, costs can be quickly reduced to enable the
Company to operate within its available funding.
These forecasts demonstrate that the Company has sufficient cash
funds available to allow it to continue in business for a period of
at least twelve months from the date of approval of these financial
statements. Accordingly, the financial statements have been
prepared on a going concern basis.
It is the prime responsibility of the Board to ensure the Company
remains as going concerns. At 31 December 2019, the Company had
cash and cash equivalents of £98,000 and borrowings of £nil. The
Company has minimal contractual expenditure commitments and the
Board considers the present funds sufficient to maintain the
working capital of the Company for a period of at least 12 months
from the date of signing the Annual Report and Financial
Statements. For these reasons the Directors adopt the going concern
basis in the preparation of the Financial Statements. |
|
|
|
|
|
Basis of
preparation |
|
The consolidated financial statements have been prepared on
the historical cost basis, except for the measurement to fair value
of assets and financial instruments as described in the accounting
policies below, and on a going concern basis. |
|
The
financial report is presented in Pound Sterling (£) and all values
are rounded to the nearest thousand pounds (£‘000) unless otherwise
stated. |
|
|
|
Notes to the
financial statements (continued)
_________________________________________________________________________________________
2 |
Significant accounting policies |
|
|
|
Basis of
Consolidation |
|
|
The Group financial
statements consolidate those of the Company and all of its
subsidiary undertakings drawn up to the balance sheet date.
Subsidiaries are entities over which the Company has the power to
control, directly or indirectly, the financial and operating
policies so as to obtain benefits from their activities. The
Company obtains and exercises control through voting rights.
Subsidiaries are fully consolidated from the date at which control
is transferred to the Company. They are deconsolidated from
the date that control ceases. |
|
|
|
|
|
Unrealised gains on
transactions between the Company and its subsidiaries are
eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset
transferred. Amounts reported in the financial statements of
subsidiaries have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group. |
|
|
|
|
|
Acquisitions of
subsidiaries are dealt with by the acquisition method. The
acquisition method involves the recognition at fair value of all
identifiable assets and liabilities, including contingent
liabilities of the subsidiary, at the acquisition date, regardless
of whether or not they were recorded in the financial statements of
the subsidiary prior to acquisition. On initial recognition,
the assets and liabilities of the subsidiary are included in the
consolidated balance sheet at their fair values, which are also
used as the bases for subsequent measurement in accordance with the
Group accounting policies. Goodwill is stated after
separating out identifiable intangible assets. Goodwill
represents the excess of acquisition cost over the fair value of
the Group's share of the identifiable net assets of the acquired
subsidiary at the date of acquisition. Acquisition costs are
written off as incurred. |
|
|
|
|
|
Investments in
associates are initially recognised at cost and subsequently
accounted for using the equity method. Any goodwill or fair value
adjustment attributable to the Group’s share in the associate is
not recognised separately and is included in the amount recognised
as investment in associate. The carrying amount of the investment
in associates is increased or decreased to recognise the Group’s
share of the profit or loss and other comprehensive income of the
associate, adjusted where necessary to ensure consistency with the
accounting policies of the Group. Unrealised gains and losses on
transactions between the Group and its associates are eliminated to
the extent of the Group’s interest in those entities. Where
unrealised losses are eliminated, the underlying asset is also
tested for impairment |
|
|
|
|
Revenue
recognition |
|
|
Revenue is measured at
the fair value of the consideration received or receivable and
represents amounts from the sales of goods provided in the normal
course of business, net of value added tax and discounts, and is
recognised when the significant risks and rewards of ownership of
the product have been transferred to a third party. In the
case of sale or return transactions, revenue is only recognised
when, and only to the level that, risks and rewards are
transferred. |
|
|
|
|
|
Revenue is the invoiced
value of goods and services supplied and excludes VAT and other
sales-based taxes. |
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
2 |
Significant
accounting policies (continued) |
|
|
|
Finance costs /
investment revenue |
|
Borrowing
costs are recognised as an expense when incurred. |
|
Investment revenue is
recognised as the Group becomes entitled to such revenue.
Dividends are accounted for on receipt thereof. |
|
|
|
Property, plant and
equipment - General |
|
Plant and
equipment is stated at cost less accumulated depreciation and any
accumulated impairment losses.
Depreciation is provided on all tangible assets to write off the
cost less estimated residual value of each asset over its expected
useful economic life on a straight-line basis at the following
annual rates:
· Plant and Equipment – between 5 per
cent and 25 per cent
All assets are subject to annual impairment reviews. |
|
|
|
Inventories |
|
Inventories are stated
at the lower of cost and net realisable value. |
|
|
|
Financial
instruments |
|
Financial assets and
financial liabilities are recognised on the Group and Company’s
statement of financial position when the Group or Company becomes a
party to the contractual provisions of the instrument. |
|
|
|
The Company’s
activities give rise to some exposure to the financial risks of
changes in interest rates and foreign currency exchange
rates. The Company has no borrowings and is principally
funded by equity, maintaining all its funds in bank
accounts. |
|
|
|
Financial
assets |
|
Financial assets are
classified into the following specified categories; financial
assets “at fair value through profit or loss” (FVTPL), “held to
maturity” investments, “available for sale” (AFS) financial assets
and “loans and receivables”. The classification depends on
the nature and purpose of the financial assets and is determined at
the time of initial recognition. |
|
|
|
Available for sale
financial assets |
|
Available-for-sale
financial assets are non-derivative financial assets that are
either designated to this category or do not qualify for inclusion
in any of the other categories of financial assets. The Group’s
available-for-sale financial assets include listed securities.
These available-for-sale financial assets are measured at fair
value. Realised and unrealised Gains and losses are recognised in
the income statement. Interest calculated using the effective
interest method and dividends are recognised in the income
statement within investment income. |
|
|
|
|
|
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
2 |
Significant
accounting policies (continued) |
|
|
|
Equity |
|
Share capital is
determined using the nominal value of shares that have been
issued. |
|
|
|
The share premium
account represents premiums received on the initial issuing of the
share capital. Any transaction costs associated with the
issuing of shares are deducted from share premium, net of any
related income tax benefits. |
|
|
|
The share-based payment
reserve represents the cumulative amount which has been expensed in
the income statement in connection with share based payments, less
any amounts transferred to retained earnings on the exercise of
share options. |
|
|
|
Foreign currency
reserve represents the exchange translation gains/(losses) on
converting overseas subsidiaries. |
|
|
|
Retained earnings
include all current and prior period results as disclosed in the
income statement. |
|
|
|
Cash and cash
equivalents |
|
Cash and cash
equivalents includes cash in hand, deposits held at call with
banks, and bank overdrafts. Bank overdrafts are shown within
current liabilities on the balance sheet. |
|
|
|
Financial
liabilities |
|
Financial
liabilities are obligations to pay cash or other financial assets
and are recognised when the Group becomes a party to the
contractual provisions of the instrument.
All financial liabilities initially recognised at fair value less
transaction costs and thereafter carried at amortised cost using
the effective interest method, with interest-related charges
recognised as an expense in finance cost in the income
statement. A financial liability is derecognised only when
the obligation is extinguished, that is, when the obligation is
discharged or cancelled or expires. |
|
Trade
payables |
|
Trade payables are
non-interest-bearing and are initially measured at fair value and
thereafter at amortised cost using the effective interest
rate. |
|
|
|
Taxation |
|
The tax expense
represents the sum of the tax currently payable and deferred
tax. |
|
|
|
The tax currently
payable is based on taxable profit for the period. Taxable
profit differs from the net profit as reported in the income
statement because it excludes items of income or expense that are
taxable or deductible in other periods and it further excludes
items that are never taxable or deductible. The Group’s
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date. |
|
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
2 |
Significant
accounting policies (continued) |
|
|
|
Provisions |
|
Provisions are
recognised when the Group has a present obligation as a result of a
past event, it is probable that the Group will be required to
settle that obligation and a reliable estimate can be made of the
amount of the obligation. The amount recognised as a
provision is the best estimate of the consideration required to
settle the present obligation at the balance sheet date, taking
into account the risks and uncertainties surrounding the
obligation |
|
|
|
Share based
payments |
|
The Company issues
equity-settled share-based benefits to employees. All
equity-settled share-based payments are ultimately recognised as an
expense in profit or loss with a corresponding credit to
reserves. |
|
|
|
Share-based payments
relating to the subsidiary company increase the carrying value of
the investment in the subsidiary and are included in the loss on
disposal of the subsidiary. |
|
|
|
If vesting periods or
other non-market vesting conditions apply, the expense is allocated
over the vesting period, based on the best available estimate of
the number of share options expected to vest. Estimates are
subsequently revised if there is any indication that the number of
share options expected to vest differs from previous
estimates. Any cumulative adjustment prior to vesting is
recognised in the current period. No adjustment is made to
any expense recognised in prior periods if share options ultimately
exercised are different to that estimated on vesting. |
|
|
|
Upon exercise of any
share options the proceeds received net of attributable transaction
costs are credited to share capital, and where appropriate share
premium. |
|
|
3 |
Critical accounting
judgements and key sources of estimation uncertainty |
|
|
|
In the process of
applying the Group’s accounting policies, as described in note 2,
management has made the following judgements that have the most
significant effect on the amounts recognised in the financial
statements. |
|
|
|
Valuation of
share-based payments to employees |
|
|
|
The Company estimates
the expected value of share-based payments to employees and this is
charged through the income statement over the vesting period.
The fair value is estimated using the Black Scholes valuation model
which requires a number of assumptions to be made such as level of
share vesting, time of exercise, expected length of service and
employee turnover and share price volatility. This method of
estimating the value of share-based payments is intended to ensure
that the actual value transferred to employees is provided for by
the time such payments are made. |
|
|
|
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
4 |
Segmental information |
|
|
|
|
|
An operating segment is a distinguishable component of the
Group that engages in business activities from which it may earn
revenues and incur expenses, whose operating results are regularly
reviewed by the Group’s chief operating decision maker to make
decisions about the allocation of resources and assessment of
performance and about which discrete financial information is
available.
The chief operating decision maker has defined that the Group’s
only reportable operating segments during the period are the
agriculture and logistics sector, and the parent
company/investment.
Subject to further acquisitions the Company expects to further
review its segmental information during the forthcoming financial
year.
The Group has generated revenues from external customers during the
period of £2,217,000 (2018: £2,236,000), and £nil (2018: £nil)
revenue is from management fees to the associate company.
In respect of the total assets of £1,281,000 (2018: £2,748,000),
£1,218,000 (2018: £128,000) arise in the parent company, and £nil
(2018: £2,620,000) arise in South Africa as a result of the
disposal of the South African subsidiaries. |
|
5 |
Operating
loss |
Year to 31 |
Year to 31 |
|
|
Dec 2019 |
Dec 2018 |
|
|
£’000 |
£’000 |
|
Operating loss is
stated after charging: |
|
|
|
Wages and
salaries |
76 |
27 |
|
Depreciation |
1 |
3 |
|
Currency losses |
13 |
1 |
|
Audit fees |
11 |
12 |
|
|
|
|
|
Included in share options is £nil (2018 - £nil) relating to
directors. |
|
|
|
In addition
to auditors’ remuneration shown above, the auditors received the
following fees for non-audit services. |
|
|
2019 |
2018 |
|
|
£’000 |
£’000 |
|
Other financial
advisory services |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
6 |
Directors’ emoluments |
2019 |
2018 |
|
|
£’000 |
£’000 |
|
Fees and
benefits |
112 |
114 |
|
|
|
|
|
The Parent
Company has no other directly employed personnel. |
|
|
Fees
and |
Share based |
|
|
|
salaries |
payments |
Total |
|
2019 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
D Lenigas |
36 |
- |
36 |
|
A Samaha * |
4 |
- |
4 |
|
D Strang |
36 |
- |
36 |
|
H Harris |
36 |
- |
36 |
|
|
112 |
- |
112 |
|
|
|
|
|
|
2018 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
D Lenigas |
36 |
- |
36 |
|
A Samaha |
6 |
- |
6 |
|
D Strang |
36 |
- |
36 |
|
H Harris |
36 |
- |
36 |
|
|
114 |
- |
114 |
|
|
|
|
|
|
(*) - A Samaha resigned as a director on 9 August 2019.
The Directors’ fees totalling £494,000 that have been accrued and
remain unpaid as at 31 December 2019 all relate to the current and
previous years unpaid fees. (2018: £428,000). |
|
|
7 |
Investment income |
Year to 31 |
Year to
31 |
|
|
Dec
2019 |
Dec 2018 |
|
|
£’000 |
£’000 |
|
|
|
|
|
Interest received |
1 |
3 |
|
(Loss) on sale of AFS
investments |
- |
(22) |
|
(Loss) on market value
revaluation at 31 December |
(23) |
(32) |
|
|
|
|
|
Total investment
income |
(22) |
(51) |
|
|
|
|
|
|
|
|
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
8 |
Finance costs |
Year to 31 |
Year to 31 |
|
|
Dec 2019 |
Dec 2018 |
|
|
|
|
|
Interest paid |
4 |
- |
|
|
|
|
9 |
Taxation |
Year
to 31 |
Year to
31 |
|
|
Dec 2019 |
Dec 2018 |
|
|
£’000 |
£’000 |
|
|
|
|
|
Total current tax |
- |
- |
|
|
|
|
|
The actual tax charges
for the period differs from the standard rate applicable in the UK
of 19% (2018 – 19%) for the reasons set out in the following
reconciliation: |
|
|
|
|
|
|
2019 |
2018 |
|
|
£’000 |
£’000 |
|
|
|
|
|
Loss on ordinary activities
before tax |
(2,480) |
(318) |
|
|
|
|
|
|
|
|
|
Tax thereon @ rates above |
(471) |
(60) |
|
Factors affecting charge for the
period: |
|
|
|
Losses arising in territories where
no tax is charged |
(471) |
60 |
|
|
|
|
|
Current tax charge for the
period |
- |
- |
|
|
|
|
10 |
Loss per
share |
|
|
2019 |
2018 |
|
The calculation of loss per share is
based on the loss after taxation divided by the weighted average
number of shares in issue during the period: |
£’000 |
£’000 |
|
Net loss after taxation (£000’s) |
(2,480) |
(318) |
|
Number of shares |
|
|
|
Weighted average number of ordinary
shares for the purposes of basic loss per share (millions) |
25.41 |
15.93 |
|
|
|
|
|
Basic and diluted loss per share
(expressed in pence) |
(9.76) |
(1.7) |
|
|
|
The year to
31 December 2019 reflects the share consolidation of 27 November
2019 of 100:1, with the prior year re-stated for comparison
accordingly.
As inclusion of the potential ordinary shares would result in a
decrease in the earnings per share they are considered to be
anti-dilutive, as such, a diluted earnings per share is not
included. |
Notes to the financial statements
(continued)
__________________________________________________________________________________________
11 |
Property, plant
& equipment - Group |
|
Total
PPE |
|
|
|
£’000 |
|
Costs |
|
|
|
At 1 January 2018 |
|
9 |
|
Additions |
|
3 |
|
At 31 December
2018 |
|
12 |
|
At 1 January 2019 |
|
12 |
|
Additions |
|
- |
|
Disposed with
subsidiaries |
|
(12) |
|
At 31 December
2019 |
|
- |
|
|
|
Depreciation &
impairment |
|
|
|
At 1 January 2018 |
|
4 |
|
Additions |
|
3 |
|
At 31 December
2018 |
|
7 |
|
At 1 January 2019 |
|
7 |
|
Additions |
|
1 |
|
Disposed with
subsidiaries |
|
(8) |
|
At 31 December
2019 |
|
- |
|
|
|
|
|
Net Book
Values |
|
At 31 December
2019 |
|
- |
|
At 31 December
2018 |
|
5 |
|
|
|
Impairment Review
At 31 December 2019, the directors have carried out an impairment
review and have considered that no impairment is
required. |
12 |
Investments in subsidiaries - Company |
|
|
31 December |
31
December |
|
|
2019 |
2018 |
|
|
£’000 |
£’000 |
|
Cost and
net book value |
|
|
|
At 1
January |
- |
- |
|
Additions |
- |
- |
|
Disposals
(See Note 22) |
- |
- |
|
At 31
December |
- |
- |
|
|
|
All of the
Company’s following subsidiary undertakings held directly or
indirectly by the Company during the year were disposed of on 30
November 2019, or as noted below (See Note xx): |
|
|
|
Name |
Country
of incorporation |
Proportion of voting rights and ordinary share capital
held voting right |
Nature of business |
|
AfriAg Limited |
England |
100% |
Holding
Company |
|
Afriag International
Limited |
England |
100% |
Dissolved on 24 December 2019 |
|
AfriAg Limited |
BVI |
100% |
Dormant
Company |
|
Afriag Holdings (Pty)
Limited |
South Africa |
100% |
Holding
Company |
|
Afriag Marketing (Pty)
Limited |
South Africa |
100% |
Marketing
Company |
|
|
|
|
|
|
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
13 |
Investment in associate - Group |
31 December |
31 December |
|
|
2019 |
2018 |
|
|
£’000 |
£’000 |
|
|
|
|
|
At 1
January |
1,687 |
1,590 |
|
Addition at
cost |
- |
- |
|
Share of
associate result |
(2) |
97 |
|
Disposal of
associate (See Note 22) |
(1,685) |
- |
|
Carrying
value at 31 December |
- |
1,687 |
|
|
|
|
|
The
Group's share of results of its associate, which is unlisted, and
its aggregated assets and liabilities at the date of disposal of 30
November 2019, is as follows: |
|
Name |
Country of
incorporation |
Assets |
Liabilities |
Revenues |
Profit/(Loss) |
% interest held |
|
|
|
As at 30 November 2019 |
9 months to 30 November 2019 |
|
|
AfriAg (Pty) Ltd |
South Africa |
£4,483,000 |
£4,199,000 |
£8,931,000 |
£4,000 |
40 |
|
|
|
AfriAg (Pty) Limited's year end is 28 February. |
|
|
|
|
|
|
|
|
|
|
|
14 |
Available-for-sale
investments – Group & Company |
31 December |
31 December |
|
|
2019 |
2018 |
|
Current Assets -
Listed investments |
£’000 |
£’000 |
|
|
|
|
|
At 1 January – market
value |
30 |
1 |
|
Disposals during the
period |
- |
(1) |
|
Purchases during the
period |
1,160 |
62 |
|
(Loss) on disposal of
investments |
- |
(22) |
|
Transfers to income
statement |
- |
22 |
|
Movement in market
value |
(23) |
(32) |
|
At 31 December –
market value |
1,167 |
30 |
|
|
|
|
|
Represented
by; |
|
|
|
Listed securities |
7 |
30 |
|
Unlisted
securities |
1,160 |
- |
|
|
1,167 |
30 |
|
|
|
|
|
Available-for-sale investments comprise investments in
listed and unlisted securities which are traded on stock markets
throughout the world, and are held by the Group as a mix of
strategic and short term investments.
Income from these investments was £nil for dividends received for
the year to 31 December 2019. (2018: £nil) |
15 |
Inventories -
Group |
31
December |
31
December |
|
|
2019 |
2018 |
|
|
£’000 |
£’000 |
|
|
|
|
|
Goods &
Packaging |
- |
- |
|
Total |
- |
- |
|
|
|
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
16 |
Trade and other
receivables |
31 December 2019 |
31 December 2018 |
|
|
Group
£’000 |
Company
£’000 |
Group
£’000 |
Company
£’000 |
|
Current trade and
other receivables |
|
|
|
|
|
Trade receivables |
- |
- |
219 |
3 |
|
Other debtors |
5 |
5 |
585 |
10 |
|
Loan to related party
company |
- |
- |
117 |
117 |
|
Prepayments &
accrued income |
11 |
11 |
4 |
4 |
|
Total |
16 |
16 |
925 |
134 |
|
Non-Current trade and other receivables |
|
|
|
|
|
Loans due from
subsidiaries |
- |
- |
- |
1,836 |
|
Total |
- |
- |
- |
1,836 |
|
Loans due from subsidiaries and related party totalling £1,953,000
were written off on the disposal of the subsidiaries on 30 November
2019. |
17 |
Trade and other
payables |
31 December 2019 |
31 December 2018 |
|
|
Group
£’000 |
Company
£’000 |
Group
£’000 |
Company
£’000 |
|
Current trade and
other payables |
|
|
|
|
|
Trade creditors |
13 |
13 |
215 |
9 |
|
Other creditors |
1 |
1 |
152 |
3 |
|
Accruals |
511 |
511 |
477 |
446 |
|
Total |
525 |
525 |
844 |
458 |
18 |
Share
capital |
Ordinary |
Nominal |
|
|
Shares |
Value |
|
Ordinary shares of
0.1p each |
Number |
£’000 |
|
Allotted, called up
and fully paid |
|
|
|
At 31 December
2017 |
1,461,001,037 |
1,461 |
|
|
|
|
|
On 12 July 2018 - 300
million shares issued at 0.1p per share |
300,000,000 |
300 |
|
|
|
|
|
At 31 December
2018 |
1,761,001,037 |
1,761 |
|
|
|
|
|
On 16/05/2019 - 300
million shares issued at 0.01p per share |
300,000,000 |
300 |
|
On 29/05/2019 - 700
million shares issued at 0.01p per share |
700,000,000 |
700 |
|
On 21/06/2019 - 250
million shares issued at 0.01p per share |
250,000,000 |
250 |
|
On 14/11/2019 - 160
million shares issued at 0.01p per share |
160,000,000 |
160 |
|
Pre – consolidation
100:1 (see below) |
3,171,001,037 |
3,171 |
|
|
|
|
|
Post – consolidation
shares – Ordinary shares of 10p each |
31,710,011 |
3,171 |
|
|
|
|
|
At 31
December 2019 |
31,710,011 |
3,171 |
|
|
|
|
Notes to the
financial statements (continued)
_________________________________________________________________________________________
18 |
Share
capital (continued) |
|
Shares issued during the year ended 31 December
2019:
300 million shares were issued by the Company, by way of a placing
on 16 May 2019 for cash at a price of 0.1p per share.
700 million shares were issued by the Company, by way of a placing
on 29 May 2019 for cash at a price of 0.1p per share.
250 million shares were issued by the Company, by way of a placing
on 26 June 2019 for cash at a price of 0.1p per share.
160 million shares were issued by the Company, by way of a placing
on 14 November 2019 for cash at a price of 0.1p per share.
On 27 November 2019 at a General Meeting of the Company it was
approved that the Ordinary Shares were consolidated on the basis of
1 new Ordinary Share with the nominal value of £0.10 for every 100
Ordinary shares held with a nominal value of £0.001.
Shares issued during the year ended 31 December 2018:
300 million shares were issued by the Company, by way of a placing
on 12 July 2018 for cash at a price of 0.001p per share during the
year to 31 December 2018 |
|
Warrants in
issue |
|
As at 31 December 2019,
nil warrants (2018: nil) remain outstanding. No warrants were
issued, exercised, or lapsed during the year ended 31 December 2019
(2018: nil). |
|
|
|
Share
Options |
|
The
Company has as at 31 December 2019, 1,190,000 (2018: 129,000,000
pre consolidation) share options issued through its share schemes.
During the year nil options were issued (2018: nil), no options
were exercised (2018: nil), nil options were cancelled (2018: nil)
100,000 options lapsed (2018: nil). |
|
|
|
|
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
19 |
Share
based payments |
|
A modified Black-Scholes model has been used to determine
the fair value of the share options on the date of grant. The
fair value is expensed to the income statement on a straight-line
basis over the vesting period, which is determined annually.
The model assesses a number of factors in calculating the fair
value. These include the market price on the date of grant,
the exercise price of the share options, the expected share price
volatility of the Company’s share price, the expected life of the
options, the risk- free rate of interest and the expected level of
dividends in future periods.
As disclosed in note 5 the share option charge for the period was
£nil (2018- £nil). On the lapse of the 100,000 share
options, £151,000 was transferred from the share based payment
reserve to retained earnings by way of an equity reserve
transfer.
The options currently in issue are detailed below: |
|
Exercise
Price |
Grant
Date |
Expiry
Date |
31
December 2018 |
Granted |
Expired |
31
December
2019 |
Weighted
average
exercise
price |
|
Summary
of options |
|
£0.10 |
07/12/2012 |
31/12/2020 |
690,000 |
- |
- |
690,000 |
£0.10 |
|
£0.25 |
01/07/2016 |
31/12/2020 |
500,000 |
- |
- |
500,000 |
£0.25 |
|
£0.30 |
12/08/2016 |
31/12/2019 |
100,000 |
- |
(100,000) |
- |
£0.30 |
|
|
|
|
1,290,000 |
- |
- |
1,190,000 |
£0.21 |
|
|
|
|
|
|
|
|
|
|
The above table represents the post ordinary share
consolidation options, on the basis of 100:1. |
20 |
Financial
instruments |
|
|
|
The Group’s financial instruments comprise cash at bank and
payables which arise in the normal course of business. It is,
and has been throughout the period under review, the Group’s policy
that no speculative trading in financial instruments shall be
undertaken. The Group has been solely equity funded during
the period. As a result, the main risk arising from the
Group’s financial instruments is currency risk.
Details of the significant accounting policies and methods adopted,
including the criteria for recognition, the basis of measurement
and the basis on which income and expenses are recognised, in
respect of each class of financial asset, financial liability and
equity instrument are disclosed in note 2 of the accounts. |
|
|
2019 |
2018 |
|
|
£’000 |
£’000 |
|
Financial assets (current) |
|
|
|
Trade
receivables |
- |
219 |
|
Cash and
cash equivalents |
98 |
101 |
|
|
|
|
|
Financial liabilities (current) |
|
|
|
Trade
payables |
13 |
215 |
|
|
|
|
|
|
|
|
|
|
Notes to the financial statements
(continued)
__________________________________________________________________________________________
20 |
Financial instruments (continued) |
|
|
Interest rate risk and liquidity risk
The Group is funded by equity, maintaining all its funds in bank
accounts. The Group’s policy throughout the period has been
to minimise the risk of placing available funds on short term
deposit. The short-term deposits are placed with banks for
periods up to 1 month according to funding requirements.
The Group had no undrawn committed borrowing facilities at any time
during the period.
Currency risk
The group was directly exposed to currency risk of its
subsidiaries, as they were based in South Africa, and exposed to
movement against the South African Rand as their assets,
liabilities, revenue and expenditure are denominated therein (This
exposure is now immaterial since the disposal of the subsidiaries
during the year). The parent company is denominated in pound
sterling.
Market risk
The group and company’s current exposure to market risk in relation
to its AFS investments, which are listed on stock markets
throughout the world.
Fair values
Cash and cash equivalents (which are presented as a single class of
assets on the face of the balance sheet) comprise cash held by the
company with an original maturity of three months or less.
The carrying amount of these assets approximates their fair
value.
The directors consider there to be no material difference between
the book value of financial instruments and their values at the
balance sheet date. |
|
|
|
21 |
Related
party transactions |
|
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note. Transactions between other related parties
are discussed below. |
|
|
|
During the prior year to 31 December 2018, the parent
company granted an interest free, repayable on demand loan of
£117,000 to Afriag Global (Pty) Ltd, a South African company
related to the parent by virtue of common Directors’ (with the
group’s subsidiaries) in South Africa. No loans were advanced to
subsidiaries or related parties during the year ended 31 December
2019.
All loans to subsidiaries and related parties as detailed above
were written-off on the disposal of the Group’s subsidiaries on 30
November 2019, totalling £1,953,000. |
|
|
|
Remuneration of Key Management Personnel |
|
The
remuneration of the Directors and other key management personnel of
the Group are set out below in aggregate for each of the categories
specified in IAS24 Related party Disclosures. |
|
|
2019 |
2018 |
|
|
£’000 |
£’000 |
|
Short-term employee
benefits |
112 |
114 |
|
Share-based
payments |
- |
- |
|
|
112 |
114 |
|
|
|
|
|
|
|
Directors’ fees totalling £494,000 that
have been accrued and remain unpaid as at 31
December 2019 all relate to the current and previous years
unpaid fees. (2018: £428,000).
Notes to the financial statements
(continued)
__________________________________________________________________________________________
22 |
Business
Combination – Disposal of Subsidiaries |
|
|
|
On 30
November 2019, the Company completed the disposal of all of its
subsidiaries as disclosed in Note 12, including its holding in the
associate company as detailed in Note 13, for a nominal £1
consideration. The results of the subsidiaries and associate are
reported in the current period in the consolidated statement of
comprehensive income. Financial information relating to the
disposal is set out below. |
|
|
|
|
|
|
2019 |
|
|
Consideration received
or receivable; |
£’000 |
|
|
Cash |
- |
|
|
Total disposal
consideration |
- |
|
|
|
|
|
|
Carrying amount of net
assets sold |
360 |
|
|
(Loss) on sale
before income tax and reclassification of foreign currency
translation reserve |
(360) |
|
|
Reclassification of
foreign currency translation reserve & current year FX
translation |
14 |
|
|
Income tax expense on
gain |
- |
|
|
(Loss) on sale after
income tax |
(346) |
|
|
|
|
|
|
|
|
|
|
On disposal
the Company wrote off loans which had been previously advanced to
the subsidiaries during the period of ownership. The total amount
of £1,953,000 has been written off through the Consolidated
statement of comprehensive income during the year. |
|
|
|
|
23 |
Capital
Commitments & Contingent Liabilities |
|
There are no non-cancellable capital commitments as at the balance
sheet date. The Group has no contingent liabilities at the balance
sheet date. |
|
|
24 |
Ultimate
control |
|
The Company has no individual controlling party. |
|
|
25 |
Events
after the end of reporting period |
|
There are no events after the end of the reporting period to
disclose. |
|
|
26 |
Profit
and loss account of the parent company |
|
As permitted by s408 of the Companies Act 2006, the profit and loss
account of the parent company has not been separately presented in
these accounts. The parent company loss for the year was £2,182,000
(2018: £264,000). |