ASIMILAR
Group PLC
Annual Report
30 September 2020
ASIMILAR GROUP PLC
REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 SEPTEMBER 2020
Company Registration Number: 4488281 (England and Wales)
ASIMILAR GROUP PLC
REPORT AND FINANCIAL ACTIVITIES
FOR THE YEAR ENDED 30 SEPTEMBER 2020
CONTENTS
Directors and Officers
Chairman’s statement
Strategic report
Directors’ report
Corporate Governance report
Audit committee report
Directors’ remuneration report
Statement of Directors’ Responsibilities
Independent auditors’ report
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Page
1
2 – 9
10
11 – 13
14 –22
23
24 - 28
29
30 - 33
34
35
36
37
Notes to the consolidated financial statements
38 – 61
Company statement of financial position
Company statement of changes in equity
Company statement of cashflow
62
63
64
Notes to the company financial statements
65 – 68
ASIMILAR GROUP PLC
DIRECTORS AND OFFICERS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Directors
Secretary
Company number
Registered Office
Nominated adviser
Auditors
Solicitors
Registrars
Brokers
J E Taylor (Chairman)
M S Bhatti
M Horrocks
M S Bhatti
4488281
4 More London Riverside
London
SE1 2AU
Cairn Financial Advisers LLP
Cheyne House
Crown Court
62 - 63 Cheapside
London
EC2V 6AX
Haysmacintyre LLP
10 Queen Street Place
London
EC4R 1AG
Kepstorn Solicitors Limited
7 St James Terrace
Lochwinnoch Road
Kilmacolm
PA13 4HB
Share Registrars Limited
27-28 Eastcastle Street
London
W1W 8DH
Peterhouse Capital Limited
3rd Floor
80 Cheapside
London
EC2V 6EE
Website
www.asimilargroup.com
1
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Introduction
I am pleased to present the annual report and consolidated financial statements for Asimilar Group plc (“Asimilar”, “the
Group”, or “the Company”), for the financial year ended 30 September 2020.
Technology is at the foundation of our investment criteria. We invest in businesses that develop purpose-built technology
and operational expertise with potential to scale and generate positive returns for shareholders. We back founders that
have a dedicated passion and competency for creating and engineering premium customer experiences through technology,
content and product innovation.
As an investment business we evaluate a significant pipeline of potential investment opportunities based on the principles
of our stated investment criteria. Before investing, the board always evaluates the opportunities diligently and takes valued
input from key shareholders and our investor partners on the value potential of the investment opportunities.
As a board we take active positions within our investment companies so that we can partner and support our investee
founders and boards proactively, in their strategy and business plan execution, thereby seeking to grow and optimise our
investments for shareholders. As an investment business, we are dependent on the investee companies successfully
executing their business plans and managing a positive exit for our investment and investors, which sometimes take longer
than initially envisaged.
The board has evaluated a number of options to maintain positive momentum and capitalise on new opportunities in the
market that we believe are in the best interests of shareholders.
Investment Strategy
On 2 October 2019, we announced that the board had conducted a review of the Company's investment strategy and that
the board had decided that, in the light of the current market conditions and pipeline opportunities, within the scope of its
current investment strategy it should give particular focus to technology opportunities in the fields of big data, machine
learning, telematics and the internet of things (IoT).
Financial Review
Total comprehensive income for the year was £392,329 (2019: loss £731,784). Unrealised losses on investments were
£1,778,363 (2019: loss £52,930) and realised gains on investments were £5,728 (2019 impairment loss: £446,973). Cash
at the bank at the year-end was £709,819 (2019: £242,415).
As at 30 September 2020, total assets were £12,547,890 (2019: £2,995,972) and the net fair value of investments held was
£8,794,403 (2019: £2,684,091). Total net assets were £10,591,255 (2019: £2,968,527) which represents 11.60 (2019: 5.69)
pence per share.
Other income received during the year was £1,140,000 of Mesh Holdings Plc shares received in exchange for Asimilar’s
option to invest in Sentiance NV.
The fair value gain on asset acquisition of £1,649,436 represents the difference between fair value of assets and liabilities
acquired on acquisition of Intrinsic Capital (Jersey) Limited and the consideration paid (further detail is provided in note 5
of the financial statements).
2
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Simplestream Limited (“Simplestream”)
Simplestream create Next Generation TV services for broadcast, sport and media brands. The company is a market leader
for its Live2VOD and Hybrid TV solutions, including Sports Video Platform, Cloud TV and Telco TV solutions. Clients
include: A&E Networks; AMC Networks; Nova TV Sony Traceplay; QVC TV; Box Nation; Little Dot Studios and At The
Races amongst others.
Simplestream’s cloud based Media Manager platform provides broadcasters and rights owners with an end- to-end
technology services eco-system, with a full range of multi-platform TV and video distribution products including: low
latency online simulcasts of TV channels, real-time sports highlights clipping, broadcaster catch-up services, social video
syndication and subscriber management services.
Simplestream’s technology platform also provides multi-channel, multi-territory frontend templated applications for a
complete range of connected devices including mobiles, tablets, connected TVs and fast growing over the top ( OTT)
platforms such as Amazon Fire TV, Apple TV and Roku. In the UK, Simplestream’s “Hybrid TV” solution is used by
leading broadcasters to power “catchup” services on Freeview, Freesat, YouView and EETV.
Simplestream delivers services across Europe, the US, Africa and the Far East with further international expansion planned
for 2021.
In September 2020 the company raised £275,856 under the UK government supported Future Funds Convertible Loan
Scheme. Asimilar invested £21,000 as part of this fund raise.
At 30 September 2020 Asimilar held 9,943 (2019: 9,943) shares in Simplestream, which represents 6.34% (2018: 6.34%)
on a fully diluted basis.
Gfinity plc (“Gfinity”)
Gfinity is a world-leading esports solutions provider. It focuses on designing, developing and delivering esports solutions
for e-games publishers, rights holders and brands. It has contracts and partnership arrangements with EA Games,
Microsoft, FIFA, Formula 1 and Indycar.
During the year the company embarked on a major restructuring program to reduce overhead costs by over 60%,. In April
2020 it successfully raised £2.25m. It also agreed a number of deals including the launch of Virtual Grand Prix series
with Formula 1 and a 5 Year partnership with Abu Dhabi Motorsport Management. Gfinity achieved growth of 641% in
monthly users on its Digital Media Platform over a 12 month period to June 2020.
At 30 September 2020 Asimilar helds400,000 (2019: 400,000) shares in Gfinity which represent 0.05% (2019: 0.08%) on
a fully diluted basis.
AudioBoom plc (“AudioBoom”)
AudioBoom is one of the world's leading spoken-word audio or podcasting platforms for hosting, distributing and
monetising content that enables the creation, broadcast and syndication of audio content across multiple networks and
geographies.
On 10 February 2020 AudioBoom announced a strategic review and a Formal Sales Process (FSP) under the City Code
on Takeovers and Mergers. On 14 October 2020 the company announced a fundraise of £3.15m and an end to the
strategic review and FSP. The board considered that “in light of the very encouraging growth and resilience to global
events” to focus on organic growth.
At 30 September 2020 Asimilar held 53,400 (2019: 53,400) shares in AudioBoom which represents 0.34% (2019: 0.38%)
on a fully diluted basis.
3
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Magic Media Works Ltd (“Magic Media”)
Magic Media is a music entertainment technology business. The company's mission is to bring families together through
shared music entertainment experiences, making every home a connected home.
ROXi, which was launched by Magic Media in 2017 is the world's first 'made for TV' music entertainment product,
delivering music entertainment experiences that allow consumers to listen, sing, dance and play together at home.
ROXi is backed by celebrity curators Kylie Minogue, Robbie Williams and Sheryl Crow, ROXi delivers its unique
interactive experience through the stylish ROXi Console, as well as through major Smart TV and Pay TV platforms,
including Sky.
Offering unlimited music, karaoke-style singing, global radio access, an ambient sound machine and ROXi’s unique music
trivia game, Name That Tune, ROXi is highly differentiated and popular with its target market of older, family consumers.
The company has global rights agreements with the major labels (Universal Music Group, Sony Music Group, Warner
Music Group) and major independents including Merlin Music, providing customers with one year's access to a premium
music catalogue of over 55 million music tracks.
In addition to effortless media discovery and consumption, ROXi’s vision is to create experiences that bring people together
around music, and support activity beyond simply listening to music, with a clearly differentiated software and hardware
offering. ROXi has built a multi-territory media platform with localisation available for language, search, catalogue and
playlist curation.
The company strengthened its board through the appointment of Rupert Howell (ex-MD, ITV plc) as independent Non-
Executive Chairman and Serene Sass (ex-Warner Music) and Carol Weatherall (ex-eVentures) as independent Non-
Executive Directors.
In March 2020 the company launched a new funding raise to support expansion in the UK and internationally. This round
was over-subscribed and over £2.0 million was raised.
On 8 September 2020 Sky Q launched the ROXi music service bringing entertaining mix of unlimited music, music games,
radio and karaoke to the living room, all in one place.
The partnership means that the ROXi music entertainment experience will be available on the Sky Q Pay TV platform,
without the need for any additional hardware.
The launch of "ROXi on Sky Q" is part of a wider strategy to provide the ROXi experience on all major Smart TV and
Pay TV platforms, with Sky being the first European rollout partner.
On 7 December 2020 Asimilar invested a further £298,204 in Magic Media via a subscription to 298,204 loan notes of
£1.00 each. Interest will be paid on the loan notes at 5%, payable annually in arrears on the anniversary of the loan note
subscription. The loan notes expire on 31 January 2026. Should Magic Media not be in a position to satisfy the interest
payment in cash it can elect to satisfy the interest through the issuance of further loan notes or shares to the loan note
holder.
Each loan note has a warrant attached which gives the holder the right to subscribe for a share in Magic Media at £1 per
share at any time during the life of the loan note. The exercise of the warrants can be carried out by offsetting the exercise
subscription due against the outstanding loan amount, effectively resulting in a cashless exercise. The subscription forms
part of a wider equity and loan note fundraise of up to £13m by Magic Media which was led by Sun Capital Partners. The
equity subscription was carried out at £1.00 per share. The fundraise is being conducted in two rounds: the first at £1.00
per share; and the second, to be conducted in early 2021, at £1.10 per share. Asimilar has the right, but not the obligation,
to retain its equity position in the second round of financing.
At 30 September 2020 Asimilar held 1,646,682 shares which represents 7.4% (2019: 7.4%) of the fully diluted share
capital. Asimilar also holds £500,000 of convertible loan notes and has options over a further 95,000 ordinary shares in
Magic Media.
4
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Sparkledun Limited (“Sparkeldun”)
Sparkledun is a private company which, through its trading subsidiary, Fast to Fibre Limited ("Fast to Fibre"), has rights
to exploit a patented process for the extraction of the inner core of telecoms and power cables, allowing the insertion of
fibre optic without the need for excavation or other disruptive techniques.
The Fast to Fibre commercial proposition is to reduce the cost of fibre optic deployment particularly in difficult to access
areas such as urban and city centres, thereby increasing the pace of adoption in line with government targets around the
world to provide ultra-fast internet access. Fast to Fibre has successfully completed several trials in a variety of geographical
locations and complex situations and is now progressing a number of major commercial opportunities in the UK, Europe,
North America and India.
At 30 September 2020 Asimilar held 3,260 ordinary shares of £1.00 each in the issued share capital of Sparkeldun,
which represents 1.88% of its issued share capital.
SeeQuestor Limited (“SeeQuestor”)
SeeQuestor brings together leaders in cyber security and computer vision to deliver an Artificial Intelligence (“AI”) tool
to comb through some of the estimated 1.5 trillion hours of CCTV footage produced per year, harnessing what the Directors
believe to be world leading AI technology and affordable supercomputing to turn terabytes of video into actionable
intelligence.
SeeQuestor has two main products available: SeeQuestor 'Post-Event' which allows teams to comb through archives of
video footage to find persons of interest or vehicles, helping to solve investigations in a fraction of the time that would
otherwise be needed; and SeeQuestor 'iCCTV' which monitors surveillance cameras in real-time. Use cases range from
homeland security to smart cities, airports, industrial and mining operations.
The SeeQuestor 'Post-Event' product has been used successfully to solve crimes by 20 police forces in the UK and overseas.
Having successfully completed a number of pilots in the field through 2019, SeeQuestor 'iCCTV' is now being deployed
at scale to secure sensitive events and sites in several countries.
On 27 February 2020, Asimilar held 47,018 ordinary shares of 1 pence each in the capital of SeeQuestor representing
approximately 4.7 per cent of the issued share capital of SeeQuestor.
On 9 November 2020, Intrinsic Capital (Jersey) Limited, a 100% subsidiary of Asimilar, invested a further £250,000 for
16,892 new equity shares.
0n 31 December 2020 Intrinsic Capital (Jersey), invested a further £250,000 for new equity shares and was also granted a
1 for 1 warrant to subscribe for further new ordinary shares in SeeQuestor. These warrants will also apply to the previous
investment of £250,000 on 9 November 2020. The warrants are exercisable from the date of grant until 31 December 2021
and will exercise at a discount to the subscription price of this investment round.
Intrinsic Capital (Jersey) Limited
On 30 August 2020 Asimilar acquired Intrinsic Capital (Jersey) Limited (“ICJL”) to allow Asimilar to manage its
portfolio with the benefit of the more benign capital gains tax regime available in Jersey in respect of some of its current
and future investments.
In addition, ICJL was a party to an investment agreement with Dev Clever Holdings Plc ("Dev Clever"), as announced by
Dev Clever on 13 May 2020, giving ICJL a right to subscribe for up to 100,000,000 ordinary shares in Dev Clever at a
price of 10 pence per Dev Clever share (the "Dev Clever Investment Agreement") and, following the exercise of all of
these subscription rights, ICJL would be entitled to exercise a warrant to subscribe for up to 50,000,000 additional Dev
Clever shares at a price of 25 pence per Dev Clever Share (the "Dev Clever Warrant").
5
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
At the date of acquisition ICJL had exercised part of the option and invested £250,000 for 2,500,000 of DevClever shares.
Under the terms of the acquisition agreement of ICJL, the Company acquired the entire issued share capital of ICJL in
return for the issuance of 1,000,000 new Asimilar ordinary shares credited as fully paid ("Consideration Shares"). In
addition Mark Horrocks, the sole owner of ICJL, was granted warrants to subscribe for up to 9,000,000 Asimilar ordinary
shares in 2 tranches of up to 4,500,000 warrants per tranche. Each tranche will be exercisable for two years after the
relevant price criteria in Dev Clever having been reached. The relevant price criteria are the mid-market closing price of
Dev Clever Shares for a period of five consecutive Business Days being or exceeding (i) 28 pence; and (ii) 55 pence
respectively. The number of warrants which Mr Horrocks will be able to exercise will be proportional to the number of
shares in Dev Clever subscribed for by the Company or ICJL pursuant to the Dev Clever Investment Agreement at the date
of exercise of such warrants.
Dev Clever Holdings Plc (“DevClever”)
Dev Clever Holdings Plc, together with its wholly owned subsidiary DevClever Limited, is a software and technology
group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based gamification
and VR technologies to deliver rich customer engagement experiences across both the commercial and education
sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange.
On 3 September 2020, ICJL exercised its right to subscribe for 17,500,000 shares in the capital of Dev Clever at a price
of 10 pence per Dev Clever share for an aggregate subscription amount of £1.75 million in accordance with the terms of
the amended Dev Clever Investment Agreement.
On 1 December 2020 ICJL announced its intention to exercise the second tranche of the Dev Clever option. This became
unconditional on 26 January 2021 resulting in a further investment of £2,000,000 for 20m new shares.
On 25 February 2021 the Company announced that it had assigned the right to subscribe for 30m shares in Dev Clever to
Sitius Limited (Sitius”) for a cash consideration of £3m. In addition, ICJL assigned some 15m of the warrants to subscribe
for new Dev Clever shares at 25p each to Sitius for a further cash consideration of £500k. Asimilar also announced on 1
March 2021 of ICJL’s intention to use the proceeds from this assignment to complete its subscription for a further 30m
shares in Dev Clever at 10p per share which was completed on 18 March 2021.
Asimilar now has an interest in 70 million ordinary shares in Dev Clever representing approximately 12.2 per cent. of Dev
Clever's issued share capital. In addition to the 70 million ordinary shares, Asimilar retains a warrant to subscribe for 35
million new ordinary shares in Dev Clever at 25 pence per Dev Clever share.
The interest in Dev Clever is held via Asimilar’s wholly owned subsidiary, Intrisic Capital (Jersey) Limited.
On 29 March 2021, the Company announced that the mid-market closing price of shares in Dev Clever had exceeded 28
pence for a period of five consecutive Business Days. Therefore 70 per cent of the first tranche of 4,500,000 warrants
(equating to 3,150,000 warrants) issued to Mark Horrocks had vested. The 3,150,000 warrants are exercisable at 0.01
pence per Asimilar ordinary share until 29 March 2023.
Mesh Holdings Plc (“MESH”)
MESH is an unlisted investment business, that aims to incubate emerging technology brands. On 3 August 2020 Asimilar
announced that it had reached an agreement with MESH whereby the Company received a consideration of 24 million
MESH shares in return for the assignment of Asimilar’s right to subscribe for up to 32% of the share capital of Sentiance
N.V. (“Sentiance”).
MESH has a number of technology investments including Sentiance. Asimilar’s holding of 24m shares accounts for 8.89
of MESH’s issued share capital as at 30 September 2020.
Sentiance is an emerging and leading organisation within behavioural, ethical artificial intelligence and machine learning
with its “Motion Intelligence” and “Behavioural Change Platform” technologies. Sentiance has announced new
partnerships, extended partnerships and contracts with well- known international businesses, including several within the
Fortune 500.
6
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
On 15 February 2021 MESH announced that it had entered into a definitive sale and purchase agreement together with
AAQUA BV to acquire 100% of Sentiance. On completion MESH would own 80% of Sentiance on a fully diluted basis
with the remaining 20% owned by AAQUA BV. On 9 March 2021, MESH announced that the terms of the sale and
purchase agreement has been amended and that AAQUA BV would now acquire a significant majority equity holding in
Sentiance, rather than the 20% envisaged under the agreement, and that completion of the agreement is expected by 31
March 2021.
At 30 September 2020 the MESH holding represent 8.89% of its issued share capital
COVID -19 statement
The global outbreak of coronavirus COVID-19 during the year continues to impact on the markets and business activity.
The board has been in discussions, where possible, with its investee companies to better understand the impact on their
business and actions taken to protect the businesses.
Our investee companies have carried out risk assessments and successfully implemented a number of actions to protect
their workers, and businesses:
- Working from home arrangements
-
-
-
-
Furlough arrangements
Bounce back loans
Future fund loans
CBIL
Share issue
On 11 October 2019, Asimilar successfully raised £500,000 before costs by a placing of 20,000,000 new ordinary shares.
Under the placing each placee received one warrant for every two placing shares. The warrants were exercisable at 6.00p
per share at any time from the date of admission of the placing shares up to 30 October 2020. A further 2,500,000 warrants
exercisable on the same terms were also issued in lieu of fees payable to an introducer.
On 23 December 2019 Asimilar completed tranche two of the October 2019 fundraise whereby a further £250,000 was
raised through the issue of 10,000,000 million new shares at price of 2.50p per share and one warrant for every two placing
shares was issued. The warrants were exercisable up to 31 October 2020.
On 20 January 2020 Asimilar completed another fundraise of £1,850,000 before costs by the placing of 11,562,500 new
ordinary shares at 16.00p. Under the placing each place also received one warrant for every placing share. The warrants
are exercisable at 30.00p per share at any time from the grant to 31 March 2021. On 31 March 2021 the Company
announced that it had agreed to extend the final exercise date of the warrants from 5pm on 31 March 2021 to 5pm on 9
April 2021.
On 21 January 2020 Asimilar raised £83,333.35 via the issue of 1,666,667 new ordinary shares as a result of the exercise
of options at 5.00p per share.
On 24 January 2020 Asimilar raised £4,000,000 before costs by a placing of 10,000,000 new ordinary shares at a placing
price of 40.00p per share. Under the placing each place received one warrant for every placing share. The warrants are
exercisable at 130.00p per share at any time from the date of grant to 31 December 2021, with an accelerated exercise
provision in the event that the mid- market price of Asimilar’s ordinary shares reaches 280.00p per ordinary share for five
consecutive days. The warrants will be required to be exercised within 21 calendar days of such an event.
On 1 September 2020 Asimilar issued 1,000,000 shares at 28.00p per new ordinary shares as part of the consideration for
the acquisition of Intrinsic Capital (Jersey) Limited.
On 22 September 2020 Asimilar raised £60,000 via the issue of 1,000,000 new ordinary shares as result of exercise of
options at 6.00p per share.
7
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Post Year End Transactions
Sentiance loan of €3m was assigned to Mesh Holdings Plc on 30 November 2020 for a cash consideration of €3m.
Donald Stewart stepped down from the board on 26 October 2020.
£2m was invested into Dev Clever via ICJL announced on 2 November 2020 and completed on 26 January 2021 when it
became unconditional. On 27 January 2021 agreement was reached with Dev Clever to accelerate the option rights in
return for the award of 50,000,000 warrants immediately rather than at the conclusion of the completion of all further
options to subscribe in Dev Clever.
On 25 February 2021 the Group announced that it had assigned the right to subscribe for 30m shares in Dev Clever to
Sitius Limited (“Sitius”) for a cash consideration of £3m. In addition, ICJL assigned some 15m of the warrants to subscribe
for new Dev Clever shares at 25p each to Sitius for a further cash consideration of £500k. Asimilar also announced on 1
March 2021 of ICJL’s intention to use the proceeds from this assignment to complete its subscription for a further 30m
shares in Dev Clever at 10p per share which was completed on 18 March 2021.
Asimilar now has an interest in 70 million ordinary shares in Dev Clever representing approximately 12.2 per cent. of Dev
Clever's issued share capital. In addition to the 70 million ordinary shares, Asimilar retains a warrant to subscribe for 35
million new ordinary shares in Dev Clever at 25 pence per Dev Clever share.
On 9 November 2020 ICJL invested £250,000 in SeeQuestor.
On 7 December 2020 Asimilar made a further investment in Magic Media of £298,204 provided by way of a convertible
loan note as part of a £13m raise by Magic Media.
On 31 December 2020 ICJL invested further £250,000 in SeeQuestor increasing the Group’s holding to 80,802 shares and
under the terms of the investment Asimilar is was granted a one for one warrant exercisable by 31 December 2021 at a
discount to the equity subscription price.
Investment Strategy
Our vision is to be a successful and profitable investment company focusing on technology, travel, leisure and media
sectors with a particular focus in the fields of big data, machine learning, telematics and the internet of things (IoT). We
will achieve this by identifying early stage or turnaround opportunities that require investment and or have the potential
for a reverse takeover. We will invest in to businesses with content and delivery capability that engage customers, monetise
the user experience and have potential to scale.
The Company's investing policy is to invest into businesses which have some or all of the following characteristics:
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
(cid:120)
strong management with a proven track record;
ready for investment without the need for material re-structuring by the Company;
generating positive cash flows or imminently likely to do so;
via an injection of new finances or specialist management, the Company can enhance the prospects and therefore
the future value of the investment;
able to benefit from the directors’ existing network of contacts; and
the potential to deliver significant returns for the Company.
Whilst the directors will be principally focused on making an investment in private businesses, they would not rule out
investment in listed businesses if this presents, in their judgement, the best opportunity for shareholders.
The Company intends to be an active investor in situations where the Company can make a clear contribution to the progress
and development of the investment. In respect of other, more substantial investment opportunities, the directors expect that
the Company will be more of a passive investor.
8
ASIMILAR GROUP PLC
CHAIRMAN’S STATEMENT (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
The directors believe that their broad collective experience together with their extensive network of contacts will assist
them in the identification, evaluation and funding of appropriate investment opportunities. When necessary, other external
professionals will be engaged to assist in the due diligence on prospective targets and their management teams.
There will be no limit on the number of projects into which the Company may invest, and the Company's financial resources
may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover
pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related assets it is possible that there may
be cross-holdings between such assets. The Company does not currently intend to fund any investments with debt or other
borrowings but may do so if appropriate.
The Company's primary objective is that of securing for the shareholders the best possible value consistent with achieving,
over time, both capital growth and income for shareholders through developing profitability coupled with dividend
payments on a sustainable basis.
Outlook
The Board will continue to pursue and evaluate opportunities that meet the investment criteria.
I would like to thank our shareholders and advisors for sharing our vision and supporting the board.
John Taylor
Chairman
Date: 30 April 2021
9
ASIMILAR GROUP PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Principal Activity
The Company is an investment company and focuses on opportunities in the fields of big data, machine learning, telematics
and the internet of things (IoT).
Business Review and Future Developments
A review of the business during the year and the likely future direction are explained in the Chairman’s Statement on pages
2 to 10.
Risks and Uncertainties
The Company is subject to a number of risks and uncertainties. The board of directors is responsible for establishing internal
controls, reviewing them for their effectiveness and mitigating risk. The key risks and how they are mitigated are detailed
below:
(cid:120) The Company’s performance can be affected by general economic downturn. Forward looking indicators
are regularly reviewed to identify varying market conditions.
(cid:120) The cost base is reviewed regularly and the current management structure in place allows management
to respond to changing circumstances very quickly.
(cid:120) Performance of investments will be a risk to the Company in the future. To mitigate the risks inherent in
making investments the Company carries out sufficient due diligence on acquisitions and monitors the
performance of investments by regular review of financial information.
(cid:120) As an investment company the directors will continue to ensure that there are sufficient funds in place to
support the continuing investment strategy.
Key performance indicators
Measuring performance is integral to our strategic growth. The board has selected KPIs to benchmark the Company's
progress and consider that future investment income and investment growth will be the measures used to assess the progress
of the Company.
Investment income: is detailed in the statement of comprehensive income. The board recognises that not all investments
will generate income for the Company as they are early stage start-ups and will be continually re-investing cash generated
back into the business for further growth. Investment income received during the year £49,945 (2019: £ Nil).
Investment growth: the board monitors progress of its investments on a quarterly basis and has a presence on the board
of its private investments either as formal board member and or observer to closely monitor the progress of its investments
and assist the managements where it can add value. Investment growth are detailed in note 14.
Overhead base: the board is satisfied with the level of costs and that these have been maintained to an appropriate level.
Approval
This report was approved by the board of directors and authorised for issue on 30 April 2021 and signed on its behalf by:
John Taylor
Chairman
10
ASIMILAR GROUP PLC
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2020
The directors present their report together with the financial statements for the year ended 30 September 2020.
Directors who served during the year
J E Taylor (Chairman – appointed 3 December 2019)
D J Stewart (Appointed 3 December 2019, resigned 26 October 2020)
M Horrocks (Appointed 23 September 2020)
M S Bhatti
S L Robinson (Chairman – resigned 3 December 2019)
S T Nicolson (Resigned 3 December 2019)
Directors and Directors’ Interests
The directors who served during the year and their interest in the shares of the Company at year end are detailed below:
Details of Directors' Warrants
Share Warrants
2020
Number
2,000,000
2,000,000
4,500,000
4,500,000
2,000,000
1,000,000
2019
Number
-
-
-
-
2,000,000
-
Current directors
John Taylor- exercise price 10p, expire 31 December 2022
Donald Stewart - exercise price 10p, expire 31 December 2022
Mark Horrocks* - exercise price 0.01p, expire 31 December 2025
Mark Horrocks** exercise price 0.01p expires 31 December 2025
Sohail Bhatti - exercise price 5p, expire 31 May 2022
Sohail Bhatti - exercise price 10p, expire 31 December 2022
Former directors who resigned during the year
Simon Robinson - exercise price 13p, expired 31 October 2019
Simon Robinson - exercise price 5p, expire 31 May 2022
Sean Nicolson - exercise price 5p, expire 31 May 2022
980,000
2,000,000
1,000,000
-----------------------
5,980,000
===========
*Exercisable in the event mid-market price of DevClever is or exceeds 28p for at least 5 consecutive business days and pro
rata entitlement based on the amount of DevClever options exercised by ICJL. On 29 March 2021, the Company announced
that the mid-market closing price of shares in DevClever has now exceeded 28 pence for a period of five consecutive
Business Days. Therefore 70 per cent of the first tranche of 4,500,000 warrants (equating to 3,150,000 warrants) issued to
Mark Horrocks had vested. The 3,150,000 warrants are exercisable at 0.01 pence per Asimilar ordinary share until 29
March 2023.
-
1,000,000
500,000
-----------------------
17,500,000
===========
** Exercisable in the event mid-market price of DevClever is or exceeds 55p for at least 5 consecutive business days and
pro rata entitlement based on the amount of DevClever options exercised by ICJL.
11
ASIMILAR GROUP PLC
DIRECTORS’ REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
S L Robinson
M S Bhatti
S Nicolson
Shares
Warrants
Shares
Warrants
Shares
Warrants
At 1 October 2019
1,389,201
2,980,000
66,667
2,000,000
155,769
1,000,000
expired
Warrants Granted 3
December 2019
Warrants
October 2019
Warrants Exercised
Shares sold
At 30 September 2020
31
-
-
(980,000)
(1,000,000)
-
-
1,000,000
-
-
-
-
(500,000)
(989,201)
400,000
1,000,000
66,667
3,000,000
155,769
500,000
J E Taylor
D J Stewart
M Horrocks
Shares
Warrants
Shares
Warrants
Shares
Warrants
-
-
-
-
2,000,000
-
-
-
-
-
2,000,000
-
-
-
-
-
-
9,000,000
651,473
1,000,000
-
2,000,000
-
2,000,000
1,651,473
9,000,000
At 1 October 2019
Warrants Granted 3
December 2019
Warrants Granted 31
August 2020
Placing shares
Consideration
shares
At 30 September
2020
Warrants granted to directors during the year on date of grant were valued at £205,000 (2019: £Nil). Further details are
provided in notes 18 and 19 of the financial statements.
Significant and substantial shareholders
As at 14 April 2021 the Company had been notified of the following interest of 3% or more in the nominal value of the
Company, save for the directors whose interests are disclosed above:
Shareholder
Number
%
Nigel Wray
Mirador FZE
Chris Akers
David Von Rosen
Rory O’Sullivan
Intertrader
Mrs DJ Horrocks
11,502,500
10,000,000
7,119,500
7.081.168
5,250,000
5,125,000
3,771,474
12
9.49%
8.25%
5.87%
5.84%
4.33%
4.23%
3.11%
ASIMILAR GROUP PLC
DIRECTORS’ REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Statement of disclosure of information to the auditor
The directors who were in office on the date of approval of these financial statements have confirmed that, as far as they
are aware, there is no relevant audit information of which the Company’s auditor is unaware, and each director has taken
all steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to
establish that the Company’s auditor is aware of that information.
Going concern
The directors have prepared a cash flow forecast for the period ending 30 June 2022. Having considered all known costs,
the board is of the opinion that there are sufficient funds available to continue as a going concern for the foreseeable future.
The board is also planning to raise additional funds to continue to carry out its investment strategy as opportunities arise.
Dividends
The board does not propose to pay any dividend for the year (2019: £nil).
The report was approved by the directors on 30 April 2021 and signed on its behalf by:
John Taylor
Chairman
13
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2020
The Group complies with the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”) as revised
and reissued in May 2018.
John Taylor, in his capacity as Non-Executive Chairman, has assumed responsibility for leading the Board effectively and
ensuring that the Group has appropriate corporate governance standards in place and that these standards are observed and
applied within the Group as a whole.
The corporate governance arrangements that the Board has adopted are intended to ensure that the Group delivers medium
and long-term value to its shareholders. The Board maintains a regular dialogue with its major investors and other
professional investors, providing them with such information on the Group’s progress as is permitted by the AIM rules,
MAR and the requirements of the relevant legislation.
It should be noted that all the Directors are shareholders and/or warrant holders in the Group. The Directors therefore view
their own medium and long-term interests to be integrally linked to the medium and long-term value of the Group and, as
such, the interests of the Directors are directly aligned with those of the shareholders.
The Board currently consists of two Independent Non-Executives, John Taylor and Mark Horrocks, and one Executive
Director, Sohail Bhatti. Simon Robinson was Non-Executive Chairman of the Company and Sean Nicolson was an
Independent Non-Executive Director until 3 December 2019. Donald Stewart was an Independent Non-Executive of the
Company from 3 December 2019 until he retired from the Board on 26 October 2020. Mark Horrocks joined the Board as
an Independent Non-Executive shortly before the period end on 23 September 2020.
The QCA Code sets out ten principles that should be applied. These are listed on the Company’s website at
www.asimilargroup.com together with an explanation of how the Company applies each of the principles. The ten
principles are:
1. establish a strategy and business model which promote long-term value for shareholders
2. seek to understand and meet shareholder needs and expectations
3.
take into account wider stakeholder and social responsibilities and their implications for long-term success
4. embed effective risk management, considering both opportunities and threats, throughout the organisation
5. maintain the board as a well-functioning, balanced team led by the chair
6. ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
7. evaluate board performance based on clear and relevant objectives, seeking continuous improvement
8. promote a corporate culture that is based on ethical values and behaviours
9. maintain governance structures and processes that are fit for purpose and support good decision-making by the board
10. communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
Set out below are further disclosures on certain particularly relevant principles.
14
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Principle 1 – Business Model and Strategy
Asimilar is a technology investing company which invests in businesses that develop purpose-built technology and
operational expertise with potential to scale and generate positive returns for shareholders.
Asimilar backs founders that have a dedicated passion and competency for creating and engineering premium customer
experiences through technology, content and product innovation.
Asimilar evaluates a significant pipeline of potential investment opportunities based on the principles stated in its investing
policy. Before investing, the Board always evaluates the opportunities diligently and takes valued input from key
shareholders and our investor partners on the potential value of the investment opportunities which it sources.
The Board takes active positions within Asimilar’s investee companies so that the Company can partner and support our
investee founders and boards proactively, in their strategy and business plan execution, thereby seeking to grow and
optimise investments for the Company’s shareholders. As an investment business, Asimilar is dependent on its investee
companies successfully executing their business plans and managing a positive exit for its investments and investors, which
sometimes takes longer than initially envisaged.
For further information on the strategy of the Group is set out in the Chairman’s statement on pages 2 to 9 above and the
risks the Board consider to be the most significant for potential investors and Shareholders are set out on page(cid:3)10 of the
Strategic Update above.
Principle 4 – Risk Management
The Board has overall responsibility for the determination of the Company’s risk management objectives and policies and
recognises the need for an effective and well-defined risk management process. The overall objective of the Board is to set
policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility.
The Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of
the Group’s risk appetite including the identification, assessment and monitoring of the Group’s principal risks.
For further information on the risks the Board consider to be the most significant for potential investors, Shareholders are
referred to in the section headed “Risks and uncertainties” set out on page 10 above.
The Board has delegated certain authorities to committees, each with formal terms of reference. As part of its terms of
reference, the Audit Committee is obliged, inter alia, to keep under review the Group’s internal financial controls systems
that identify, assess, manage and monitor financial risks, and other internal control and risk management systems, review
the adequacy and security of the Group’s arrangements for its employees and contractors to raise concerns, in confidence,
about possible wrongdoing in financial reporting or other matters and ensure that these arrangements allow proportionate
and independent investigation of such matters and appropriate follow up action, review the Group’s procedures for
detecting fraud and review the Group’s systems and controls for the prevention of bribery.
Principle 5 – A Well-functioning Board of Directors
The Board is responsible for the management of the business of the Group, setting the strategic direction of the Group and
establishing the policies of the Group. It is the Board’s responsibility to oversee the financial position of the Group and
monitor the business and affairs of the Group on behalf of Shareholders, to whom the Directors are accountable. The
primary duty of the Board is to act in the best interests of the Group at all times. The Board also addresses issues relating
to internal control and the Group’s approach to risk management.
The Board currently consists of one Executive Director, being the Chief Finance Officer, and two Non-Executive Directors.
The Board had three Non-Executive Directors from 23 September until 26 October 2020.
15
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
John Taylor chairs the Board. The Executive Director (Sohail Bhatti) has industry and technical knowledge and financial
expertise. The Non-Executive Directors have public market and investing experience (John Taylor and Mark Horrocks).
Sohail Bhatti also acts as the Company Secretary. Donald Stewart, an Independent Non-Executive Director who retired
from the Board on 26 October 2020, had legal, regulatory and investing experience.
The Board holds board meetings whenever issues arise which require the attention of the Board.
The Executive Director is a full time employee, and the Non-Executive Directors are expected to devote at least two days
per month to the affairs of the Company and such additional time as may be necessary to fulfil their roles.
The Board has also established an Audit Committee and a Remuneration Committee. The Company considers that, at this
stage of its development, and given the current size of its Board, it is not necessary to establish a formal Nominations
Committee and nominations to the Board will be dealt with by the whole Board. This position will be reviewed on a regular
basis by the Directors.
Both current Non-Executive Directors are, and each of Simon Robinson, Sean Nicolson and Donald Stewart, while they
served on the Board, were considered to be independent. The two Non-Executive Directors sit on the Audit Committee,
which was chaired by Donald Stewart (an experienced solicitor and investor) until 26 October 2020 and is currently chaired
by Mark Horrocks (who is an experienced investment manager) and on the Remuneration Committee, which is chaired by
John Taylor.
During the year under review the Board held 15 board meetings, at which all the members of the Board were present. In
addition to the Company’s formal board meetings, all of the directors regularly discuss matters affecting the business and
the strategy of the Group.
The number of board meetings attended by each director was as follows.
Director
John Taylor
Donald Stewart
Sohail Bhatti
Mark Horrocks*
Number of Meetings
Attended
Percent of Meetings
During Time in Office
15
15
15
-
100%
100%
100%
*No board meetings held since appointment of Mark Horrocks on 23 September 2020 to end of financial year at 30
September 2020.
Specific matters are reserved to the Board and are set out in a written statement adopted by the board. Such matters include
overall company strategy, the annual business plan, the making and disposal of investments, the approval of the accounts,
risk management, the appointment of senior management and the appointment and removal of the auditors. The board also
seeks to ensure that the necessary financial and human resources are in place for the Company to be able to meet its
objectives, to review management performance and to ensure that its obligations to its shareholders are understood and
met.
Principle 6 – Appropriate Skills and Experience of the Directors
The Group believes that the current balance of skills within the Board as a whole reflects a broad and appropriate range of
commercial, technical and professional skills relevant to the sectors in which the Group operates and its status as an AIM
listed company.
16
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Biographical details of each of the Directors and officers are set out below:
JohnTaylor
Non-Executive Chairman
Member of the board since 3 December 2019
John's most recent focus has been on assisting small cap listed companies with their development. Prior to this, he spent
18 months working in private equity backed portfolio companies, driving operational turnaround initiatives and
implementing costing systems. He spent over 20 years in the Army Air Corps, leaving in 2015 with the rank of Lieutenant
Colonel. Between 2013 and 2015 he was senior strategic communications officer for the Ministry of Defence. John is a
non-executive director of BrandShield Systems Plc, an AIM quoted cyber security company and Pathfinder Minerals
Plc. Previously he was a non-executive director of Sabien Technology Group plc, an AIM-quoted provider of energy
reduction technologies and a Director of KIN Group Plc which became Bidstack following a Reverse Takeover transaction.
Mark Horrocks
Non-Executive Director
Member of the board since 23 September 2020
Mark Horrocks has over 37 years' experience in financial markets and has been involved mainly in large scale institutional
fund management. He has worked as a research analyst and fund manager for a FTSE100 insurance group. In addition, he
has always maintained a keen interest in supporting smaller companies and identifying nascent opportunities as investor
and supporting as mentor and, on occasion, board member. In 1997 Mark co-founded Intrinsic Capital Partnership Limited,
in order to self-manage the Intrinsic Value PLC Investment Trust, an investor in mainly small/micro capitalized quoted
companies. Mark then established Intrinsic Capital LLP in 2007 as a regulated corporate and introductory business and
extended the regulatory permission to include a retail investment management offering in 2015 seeking to add value with
a straightforward, transparent and cost-efficient service to high net worth and professional investors.
Sohail Bhatti
Finance Director
Member of the board since 2014
Mohammed Sohail Bhatti is a Fellow of The Association of Chartered Certified Accountants (FCCA), and has served as
finance and non-executive director of a number of private and quoted companies for more than 20 years. In 1998, he joined
Transcomm plc, an AIM quoted telecommunications group as finance director for one of its subsidiary undertakings and
served for 6 years until its acquisition by British Telecom in 2004. Later that year he supported the private equity acquisition
of a former Ericsson data radio technology company, and founded Woodhouse Price Limited, a licensed accountancy
practice.
Sohail Bhatti also acts as the Company Secretary and is responsible for ensuring that Board procedures are followed and
that the Company complies with all applicable rules, regulations and obligations governing its operation, as well as helping
the Chairman maintain good standards of corporate governance.
The Directors have access to the Company’s external advisers e.g. NOMAD, lawyers and auditors as and when required
and are able to obtain advice from other external advisers when necessary.
All Directors have access to independent legal advice at the Company’s expense.
The Board will seek to take into account Board imbalances for future nominations.
17
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Principle 7 – Evaluation of Board Performance
The effectiveness and the performance of each director is reviewed on an annual basis. The Company undertakes annual
monitoring of personal and corporate performance responsibility. The board currently considers that the use of external
consultants to facilitate the board evaluation process is unlikely to be of significant benefit to the process, although the
option of doing so is kept under review.
Over the next 12 months the Company intends to review the performance of the board as a whole to ensure that the members
of the board collectively function in an efficient and productive manner and identify any development or mentoring needs
of individual directors. The focus of the review will be to identify any gaps in skills and experience, how well the board
functions as a group and the individual contributions made by each director. The Chairman will be responsible for leading
the review and will involve external support as appropriate.
The Board is aware that succession planning is a vital task and the management of succession planning represents a key
responsibility of the Board. The balance of skills required of the Board as a whole is under constant review as the business
develops. As a result the composition of the Board will change over time. The Board would appoint additional directors
in the event that outstanding people with relevant skills are able to make the necessary commitment to drive the business
forward.
Principle 8 – Corporate Culture
The Company recognises the importance of promoting an ethical corporate culture based on sound ethical values and
behaviours, interacting responsibly with all stakeholders and the communities and environments in which the Group
operates. The Board considers this to be essential to maximise shareholder value. This means promoting strong business
ethics.
As a first priority, the Company seeks to uphold individual human rights in its operations, and expects the same from all
the companies that it invests in. The Company’s policies outline the behaviours expected and set out the Company’s zero
tolerance approach towards any form of modern slavery, discrimination or unethical behaviour relating to bribery,
corruption or business conduct.
The Company is committed to building an inclusive culture. Discrimination in all its forms (including on the basis of age,
race, sexual orientation, religion, national origin and gender) is not tolerated at any level.
The Directors view their own medium and long-term interests to be integrally linked to the medium and long-term value
of the Group, and, as such, the interests of the Directors are directly aligned with those of the shareholders. The Group has
adopted policies to deal with corruption and bribery and to comply with the UK Bribery Act.
Principle 10 – Shareholder Communication
The Board delegates authority to two Committees to assist in meeting its business objectives, and the Committees meet
independently of Board meetings.
Audit Committee Report
Until 26 October 2020 the Audit Committee comprised Donald Stewart, as Chairman, and John Taylor. It currently
comprises Mark Horrocks, as Chairman, and John Taylor and meets not less than twice a year. The committee is responsible
for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the
financial performance of the Group is properly monitored and reported. In addition, the Audit Committee receives and
reviews reports from management and the auditors relating to the interim report, the annual report and accounts and the
internal control systems of the Group.
As noted above the Audit Committee is also responsible for reviewing the Group’s internal financial controls systems that
identify, assess, manage and monitor financial risks, other internal control and risk management systems and other aspects
of risk management.
18
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
During the year under review, the Audit Committee has worked with and reviewed the work of the Company’s auditors in
the production of the Interim Report of the Company for the six months ended 31 March 2020 and the Report and Accounts
of the Company for the year ended 30 September 2020 set out in this document.
Remuneration Committee Report
The Remuneration Committee comprises John Taylor as Chairman and Mark Horrocks which meets not less than twice
each year. The committee is responsible for the review and recommendation of the scale and structure of remuneration for
senior management, including any bonus arrangements or the award of share options with due regard to the interests of the
Shareholders and the performance of the Company.
During the year under review, the Remuneration Committee made a recommendation to pay a bonus to the Executive
Director to reflect significant additional work carried out in relation to a particular transaction. The Remuneration
Committee made no new recommendations to the board in relation to the issue of share options to employees of the Group.
The amounts of remuneration for each Director are set out on page 26 below. These include basic salary, bonus and the
estimated monetary value of benefits in kind.
The Company remains committed to listening to and communicating openly with its shareholders to ensure that its strategy,
business model and performance are clearly understood and that the board understands the needs and expectation of its
shareholders. Understanding what our shareholders think about us is a key part of driving our business forward and we
actively seek dialogue with the market. The Company communicates with shareholders through the annual report, full year
and half year announcements, the AGM and one to one meetings with large existing or potential new shareholders. A range
of corporate information (including all Company announcements and shareholder communications) is also available to
shareholders, investors and the public on the Company’s corporate website (http://www.asimilargroup.com). The board
receives regular updates on the views of shareholders through briefings and reports from the Company’s broker.
The Company regularly participates at investor shows around the country offering smaller and private investors similar
insight into the Company and access to management.
The Company discloses contact details on its website and on all announcements released via RNS, should shareholders
wish to communicate with the board. Communication with shareholders is co-ordinated by the Chairman.
The board is keen to promote greater liquidity in the Company’s shares. The board seeks to build on a mutual understanding
of objectives between the Company and its shareholders by:
(cid:120) Communicating regularly throughout the year.
(cid:120) Providing information to shareholders in a balanced and understandable way.
(cid:120) Meeting shareholders to discuss long term issues and to obtain their views.
(cid:120) Encouraging private investors, in particular, to attend the AGM, so that they have an opportunity to ask questions
of the board and are equipped to make their own assessment of the Company’s position and prospects.
(cid:120) Regular meetings of the board being used as the forum to ensure that non-executive directors are updated on the
views of major shareholders that have been communicated to the executive directors.
19
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Independence of the Independent Auditors
Both the audit committee and the independent auditors have in place safeguards to avoid the auditors' objectivity and
independence being compromised. One such safeguard is a policy of five yearly rotation of audit partner. As a result, Ian
Cliffe, having completed his five year term as Statutory Auditor of the Group and parent company, was replaced by
Christopher Cork for the year ended 30 September 2019. The Company's policy with regard to services provided by the
independent auditors is as follows:
(cid:120) Statutory audit services
The independent auditors, who are appointed annually by the shareholders, undertake this work. The audit
committee reviews the auditors' performance on an ongoing basis.
(cid:120) Non-audit services
The independent auditors are not permitted to provide internal audit, risk management, litigation support,
remuneration advice and information technology services. The provision of other non-audit services, including
taxation services, is assessed on a case by case basis, depending on which professional services firm is best suited
to perform the work. These safeguards, which are monitored by the audit committee, are regularly reviewed and
updated to ensure they remain appropriate. The appointment of the auditors to provide non-audit services requires
board approval for any assignment with fees above a set financial limit. The auditor’s report to the audit committee
on the actions they take to comply with the professional and regulatory requirements and best practice designed
to ensure their independence, including the rotation of key members of the audit team. Haysmacintyre LLP has
formally confirmed this to the board. The disclosure of non-audit fees paid to Haysmacintyre LLP during the year
is included in note 8 to the financial statements.
Going concern
The directors have prepared a cash flow forecast to the end of June 2022. Having considered all known costs and income
from warrant exercise, the board is of the opinion that there are sufficient funds available to continue as a going concern
for the foreseeable future. The board is also planning to raise additional funds in due course to continue to carry out its
investment strategy as opportunities arise.
Section 172 Statement
Under section 172 of the Companies Act 2006 (“Section 172”), a director of a company must act in a way that they consider,
in good faith, and would most likely promote the success of the company for the benefit of its members as a whole, taking
into account the non-exhaustive list of factors set out in Section 172.
Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section 172(1) in
their decision making.
Asimilar Group Plc’s (“Asimilar” or the “Company”) key stakeholders include its investors, employees and investee
companies.
The Company’s strategy is to be a successful and profitable investment company focusing focus in the fields of big data,
machine learning, telematics and the internet of things (IoT). We will achieve this by identifying early stage or turnaround
opportunities that require investment and or have the potential for a reverse takeover. We will invest into businesses with
content and delivery capability that engage customers, monetise the user experience and have potential to scale.
Upon the successful implementation of the Company’s strategy, the Company will have an expanded range of internal and
external stakeholders, relations with which the Board will take into consideration when making decisions on Company
strategy.
20
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Engagement with our members plays an essential role throughout our business. We are cognisant of fostering an effective
and mutually beneficial relationship with our members. Our understanding of our members is factored into boardroom
discussions regarding the potential long-term impacts of our strategic decisions.
Post the reporting period end, the directors of the Company (“Directors”) have continued to have regard to the interests of
the Company’s stakeholders, including the potential impact of its future activities on the community, the environment and
the Company’s reputation when making decisions. The Directors also continue to take all necessary measures to ensure the
Company is acting in good faith and fairly between members and is promoting the success of the Company for its members
in the long term.
The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests and how the
Company engages with them. Given the importance of stakeholder focus, long-term strategy and reputation to the
Company, these themes are also discussed throughout this Annual Report.
21
ASIMILAR GROUP PLC
CORPORATE GOVERNANCE STATEMENT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Stakeholder
Our Investors
Our Employees
Our Investee
Companies
Why we engage
We maintain and value regular dialogue
with our financial stakeholders throughout
the year and place great importance on our
relationship with them. We know that our
investors expect a comprehensive insight
into the financial performance of the
Company, and awareness of our long-term
strategy and direction. As such, we aim to
provide high levels of transparency and
clarity about our results and long-term
strategy and to build trust in our future
plans.
Effective employee engagement leads to an
effective, incentivised, healthier workforce
who are invested in the success of the
Group and who are all pulling in the same
direction. Our engagement seeks to address
any employee concerns regarding working
conditions, health and safety, training and
development, as well as workforce
diversity.
We take active positions within our investee
companies so that the Company can partner
and support our investee founders and
boards proactively, in their strategy and
business plan execution, thereby seeking to
grow and optimise investments for the
Company’s shareholders. As an investment
business, Asimilar is dependent on its
investee companies successfully executing
their business plans and managing a
positive exit for
investments and
its
investors, which sometimes takes longer
than initially envisaged.
Investor meetings and briefings
How we engage
(cid:120)
(cid:120) Annual Report
(cid:120) Company website
(cid:120) Shareholder circulars
(cid:120) AGM
(cid:120) RNS announcements
(cid:120) Press releases
(cid:120)
(cid:120)
Competitive rewards packages
Flat structure communication
with the Board
(cid:120) Holding board seats on investee
(cid:120)
(cid:120)
companies
Regular dialogue and meetings
with investee company
management
Regular updates with investee
companies and other shareholders
The above statement should be read in conjunction with the Strategic Report (on pages 11 to 13 above) and the Company’s
Corporate Governance Statement.
John Taylor
Chairman
30 April 2021
22
ASIMILAR GROUP PLC
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Introduction
On behalf of your board, I am pleased to present our remuneration report for the year ended 30 September 2020.
As an AIM-listed company, Asimilar is not obliged to provide a full directors’ remuneration report meeting the
requirements of with the UK Corporate Governance Code. We do, however, apply the standards of the QCA Code. The
report provides remuneration details for all directors and explains any bonuses paid in the year. It gives a general statement
of policy on directors’ remuneration as it is currently applied.
The committee is responsible for reviewing and recommending the framework and policy for remuneration of the executive
directors. The committee’s terms of reference are available on the Company’s website. The committee recognises the
importance of our reward and performance strategy in recruiting and retaining high quality individuals who can lead,
develop and sustain business growth over the longer term.
Membership and Meetings of the Committee
The chairman of the remuneration committee is currently John Taylor. The other member of the committee is Mark
Horrocks.
Other directors may attend by invitation of the committee. It is a fundamental principle that no individual should be able
to contribute to discussions about their own remuneration. All committee meetings are minuted and copies of the minutes
are provided to the full board.
The committee operates within terms of reference set by the board (which may be accessed on the Company’s website).
The terms of reference were reviewed and approved by the board in November 2019.
The committee is responsible for recommending any changes in the structure of remuneration packages for the executive
directors. It also plays an important role when an executive director joins and leaves the Company. It recommends to the
board the terms of employment for any appointment and any subsequent changes which may be needed and reviews any
payments which might arise on termination of an executive director’s contract.
The committee held one meeting during the year which was chaired by Donald Stewart, the Senior Independent director at
the time.
Conclusion
The directors’ remuneration policy and statement of remuneration for 2019/20 which follows this annual statement sets out
the committee’s approach to remuneration for the future and provides details of remuneration for the year ended 30
September 2020. This report is intended to provide shareholders with sufficient information to judge the impact of the
decisions taken by the committee, to assess whether remuneration packages for directors are fair in the context of business
performance.
The committee will continue to be mindful of shareholder views and interests and we believe that our directors’
remuneration policy continues to be aligned with the achievement of the Company’s business objectives. As always, the
annual general meeting provides an opportunity for face to face discussions on important matters for the Company and its
shareholders.
John Taylor
Chairman of the Remuneration Committee
Date 30 April 2021
24
ASIMILAR GROUP PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Remuneration Policy and Statement of Remuneration for 2019/20
The policy of the committee is to ensure that the executive directors are fairly rewarded for their individual contributions
to the Company’s overall performance and to provide a competitive remuneration package to executive directors (including
long-term incentives) to attract, retain and motivate individuals of the calibre required to ensure that the Company is
managed successfully in the interests of shareholders. In addition, the committee’s policy is to reward performance in a
way which seeks to align the interests of management with those of shareholders.
Future Policy
The main elements of the remuneration package of executive directors are set out below.
The remuneration packages of executive directors comprise the following elements.
Basic Salary and Benefits
The executive directors’ basic salaries are reviewed annually having regard to individual performance, market practice and
the financial position of the Company. The salaries paid to executive directors are currently considered appropriate for the
respective roles performed by them.
Executive directors are eligible for pension contributions (or payments in lieu of pension contributions) at the rate of 3%
of salary. Such payments are not made in respect of any bonuses.
Executive directors are also eligible for health insurance for themselves, partners and children.
Annual Bonuses
The Company pays bonuses reflecting the contributions made by the executive and non-executive directors and the
Company’s performance.
Share Options and Warrants
The Company believes that share ownership by directors and employees strengthens the link between their personal
interests and those of the Company and the shareholders.
The board believes it to be an essential part of attracting high calibre individuals to the board of directors, while preserving
cash, in the interests of all shareholders, that directors are offered warrants or options in the Company in amounts and at
exercise prices that align directors with the interests of the wider shareholder base.
All directors currently hold shares in the Company.
Service Contracts
The executive director has entered into a comprehensive service contract which is terminable by either party giving 12
months’ notice. The executive director is subject to pre and post termination restrictive covenants with the Company
including those relating to non-solicitation of customers and staff. No compensation is payable for loss of office and all
appointments may be terminated immediately if, among other things, a director is found to be in material breach of the
terms of the appointment.
The non-executive directors have entered into engagement letters which is terminable by either party on 6 months’ notice.
Non-executive directors not eligible for pension arrangements. Additional fees may be paid to non-executive directors in
respect of additional services provided to the Company.
Copies of directors’ service contracts and letters of appointment are available for inspection at the Company’s registered
office.
25
ASIMILAR GROUP PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Approach to Recruitment Remuneration
The committee’s approach to recruitment remuneration is to offer a market competitive remuneration package sufficient
to attract high calibre candidates who are appropriate to the role but without paying any more than is necessary.
Any new executive director’s regular remuneration package would include the same elements and be in line with the policy
statement set out above.
Reasonable relocation and other similar expenses may be paid if appropriate.
Directors’ Insurance and Indemnity
Directors’ and officers’ liability insurance is provided at the cost of the Company for all directors and officers. The articles
of association provide for the Company to indemnify directors against losses and liabilities properly incurred in the
execution of their duties.
Audited Information
Details of Directors’ remuneration
This report should be read in conjunction with notes 9 and 10 to the financial statements, which also forms part of this
report.
Directors’ emoluments
The remuneration of the Directors for the years ended 30 September 2020 and 30 September 2019 is shown below.
2019/20
Base
salary
£000
Bonus
schemes
£000
Warrants
£000
Total
remuneration
£000
Base salary
£000
Bonus
schemes
£000
2018/19
Benefits in
kind
£000
Total
remuneration
£000
John Taylor
Donald Stewart
Sohail Bhatti
Mark Horrocks
Simon Robinson
(resigned 23
December 2019)
Sean Nicolson
(resigned 23
December 2019)
Total
30
30
50
-
20
-
20
-
36
-
28
174
-
40
82
82
41
-
-
-
205
132
112
111
-
-
-
50
-
36
35
28
419
24
109
-
-
-
-
-
-
-
-
-
5
-
-
-
5
-
-
55
-
35
24
114
Options and warrants granted to and held by directors who served during the year are summarised below. Full details of
the options and warrants outstanding are set out in note 18 to the accounts.
26
ASIMILAR GROUP PLC
DIRECTORS’ REMUNERATION REPORT (Continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2019
No. options
and warrants held
at beginning
of the year
No. options and
warrants granted
during the year
No. options
and warrants
exercised during
the year
No. options
and warrants
lapsed during
the year
Simon Robinson
980,000
Sohail Bhatti
Sean Nicolson
—
—
980,000
2,000,000
2,000,000
1,000,000
5,000,000
—
—
—
—
2020
No. options
and warrants
Options
held at
end of
the year
—
—
—
—
2,980,000
2,000,000
1,000,000
5,980,000
No. options
and warrants held
at beginning
of the year
No. options and
warrants granted
during the year
No. options
and warrants
exercised during
the year
No. options
and warrants
lapsed during
the year
Simon Robinson
Sohail Bhatti
Sean Nicolson
John Taylor
Mark Horrocks
Donald Stewart
2,980,000
2,000,000
1,000,000
—
—
—
—
1,000,000
980.000
1,000,000
—
2,000,000
9,000,000
2,000,000
—
500,000
—
—
—
—
—
—
—
—
No. options
and warrants
Options
held at
end of
the year
1,000,000
3,000,000
500,000
2,000,000
9,000,000
2,000,000
5,980,000
14,000,000
1,500,000
980,000
17,500,000
27
ASIMILAR GROUP PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
FOR THE YEAR ENDED 30 SEPTEMBER 2020
The directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare financial statements for each financial year. The directors are required by
the AIM rules of the London Stock Exchange to prepare group financial statements in accordance with International
Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”) and to prepare the Company financial
statements in accordance with IFRS as adopted by the EU.
The financial statements are required by law and IFRS adopted by the EU to present fairly the financial position of the
Company. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part
of the Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Company and of the profit or loss for that period.
In preparing the financial statements, the directors are required to:
(cid:120)
select suitable accounting policies and then apply them consistently;
(cid:120) make judgements and estimates that are reasonable and prudent;
(cid:120)
(cid:120)
state whether they have been prepared in accordance with IFRSs adopted by the EU;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Asimilar Group plc website.
Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ in
other jurisdictions.
29
INDEPENDENT AUDITORS’REPORT
TO THE MEMBERS OF ASIMILAR GROUP PLC
Opinion
We have audited the financial statements of Asimilar Group PLC (the ‘Parent Company’) and its subsidiary (the ‘Group’)
for the year ended 30 September 2020 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of
Cash Flows, the Consolidated and Parent Company Statements of Changes in Equity and notes to the financial statements,
including a summary of significant accounting policies. The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 30 September 2020 and of
the Group’s profit for the year then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you
where:
• the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate;
or
• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant
doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve
months from the date when the financial statements are authorised for issue.
An overview of the scope of our audit
Our audit scope included the Parent Company, which is a registered company in the United Kingdom.
We communicated any issues with the Directors in our planning meetings, audit planning letter and final audit findings
report.
Following the acquisition of Intrinsic Capital (Jersey) Limited in the year, the company has prepared consdolidated
financial statements for the first time. Therefore, the scope of our audit was the audit of the Group and Parent Company
financial statements.
As in prior years, our audit of the Parent Company was a full scope statutory audit. Given that the Parent Company holds
£10.6m (85%) of the Group’s total net assets of £12.5m, it remained the primary focus of our audit.
For the purposes of our audit of the Group financial statements we obtained information pertaining to the subsidiary not
subject to audit in Jersey directly from the Directors, and where appropriate the directors of the Jersey subsidiary. We
performed a review to group materiality levels on Intrinsic Capital (Jersey) Limited, which is a company registered in
Jersey and is not subject to a statutory audit.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) we identified. These matters included those which had the greatest effect on the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
30
INDEPENDENT AUDITORS’ REPORT (continued)
TO THE MEMBERS OF ASIMILAR GROUP PLC
Key Audit Matter Description
How the matter was addressed in the audit
Valuation of investments
Included in the Group Statement of Financial Position are
investments, in financial assets held at fair value, totalling
£8.79m (2019: £2.68m).
Of the investments held at 30 September 2020, £7.09m are
considered to be level 3 investments (2019: £2.57m),
making up the majority of the investments held by the
Group.
Due to the nature of these investments, and the valuation
techniques required to assess their fair value at 30
September 2020, there is a significant risk that the
investments are materially overstated and have not been
fair valued appropriately.
The valuation techniques applied by the directors, or
where applicable independent experts are disclosed as a
critical accounting estimate and judgement, due to the
level of estimation uncertainty in arriving at a fair value
for some of the level 3 investments held at 30 September
2020.
Valuation of subsidiary consideration
During the year, the Company purchased 100% of the
share capital of Intrinsic Capital (Jersey) Limited (“ICJL”)
for a consideration of shares and warrants.
Due to complexity of the warrants issued to the former
100% shareholder of ICJL, there is a risk that the
consideration was incorrectly valued, and therefore the
acquisition accounting in relation to the acquisition of the
subsidiary is materially misstated.
The consideration for 100% of the share capital was
broken down by 1m shares in Asimilar Group PLC, with
a further 9m warrants issued whose vesting criteria was
based on the share price of a listed entity which does not
form part of the group.
These warrants have been valued using a Monte Carlo
simulation by the third party experts engaged by the
directors, to ascertain the fair value of the consideration.
Our audit work has considered the various valuation
methods employed by the directors in determining the
fair value of the level 3 investments held at 30
September 2020.
We reviewed all desktop reviews prepared by the
directors for the purposes of valuing non complex
equity investments in unlisted securities to ensure that
the valuation methodology applied was reasonable and
made using information available relating to conditions
at the year end.
Where more complex level 3 investments were held,
the directors engaged third party experts to prepare
valuations at the balance sheet and acquisition dates to
ensure both the year end valuation was appropriately
and any fair value movements from the date of
acquisition were considered.
We have reviewed the valuation reports prepared by
management’s experts and considered the methods
employed to arrive at the relevant investment’s fair
value to ensure that the inputs and estimates, as well as
valuation techniques are reasonable.
Our audit work considered, but was not restricted to,
the following:
• A recalculation of the value of Asimilar Group Plc
shares granted at the date of acquisition in
conjunction with the market price of shares as at
that date.
• A review of the independent expert’s valuation
report concerning the 9m warrants issued to the
previous shareholder of ICJL.
• An assessment of the observable inputs in the
Monte Carlo simulation, as well as an assessment
of
the
assumptions the calculation has been based on is
appropriate.
the unobservable
to ensure
inputs
• A review of the acquisition accounting for ICJL.
31
INDEPENDENT AUDITORS’ REPORT (continued)
TO THE MEMBERS OF ASIMILAR GROUP PLC
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, in evaluating the effect of misstatements
and in forming an option. For the purpose of determining whether the financial statements are free from material
misstatement, we define materiality as the magnitude of a misstatement or an omission from the financial statements, or
related disclosures, that would make it probable that the judgement of a reasonable person, relying on the information
would have been changed or influenced by the misstatement or omission. We also determine a level of performance
materiality, which we used to determine the extent of testing need, to reduce to an appropriately low level the risk that the
aggregate of uncorrected and undetected misstatement exceeds materiality for the financial statements as a whole.
The materiality for the Group financial statements as a whole was set at £250,000. This was determined with reference to
2% of gross assets, being one of the Group’s main KPIs and an appropriate measure of materiality for an investment
company. On the basis of our risk assessment and review of the Group’s control environment, performance materiality
was set at 75% of materiality, being £187,500. The reporting threshold to the Audit and Risk Committee was set as 5% of
materiality, being £12,500. If in our opinion differences below this level warranted reporting on qualitative grounds, these
would also be reported. The materiality for the Parent Company financial statements was set at £247,000. This was
determined with reference to 2% of gross assets, based on the Parent Company being an investment entity with minimal
trading activity. On the basis of our risk assessment and review of the Parent Company’s control environment, performance
materiality was set at 75% of materiality, being £185,250. The reporting threshold to the Audit and Risk Committee was
set as 5% of materiality, being £12,350. If in our opinion in differences below this level warranted reporting on qualitative
grounds, these would also be reported.
Other information
The directors are responsible for the other information. The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
32
INDEPENDENT AUDITORS’ REPORT (continued)
TO THE MEMBERS OF ASIMILAR GROUP PLC
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 29, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are
required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
Christopher Cork
(Senior Statutory Auditor)
For and on behalf of Haysmacintyre LLP
Statutory Auditors
30 April 2021
10 Queen Street Place
London
EC4R 1AG
33
ASIMILAR GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Revenue
Other income
Administrative expenses
Fair value gain on asset acquisition
Gains from remeasurement of derivative financial liabilities
Realised gains/(losses) on investment disposals
Remeasurement to fair value of investments in financial assets
OPERATING PROFIT/(LOSS) BEFORE FINANCING
ACTIVITIES
Finance income
Finance cost
PROFIT / (LOSS) BEFORE TAX
Tax charge
PROFIT / (LOSS) AFTER TAX
Notes
6
6
5
17
13,14
7
7
8
11
2020
£
2019
£
14,000
1,140,000
(1,043,099)
1,694,436
436,500
5,728
(1,778,363)
------------------
469,202
14,000
-
(246,306)
-
-
(446,974)
(52,930)
---------------------
(732,210)
49,945
(126,818)
------------------
392,329
-
------------------
392,329
------------------
426
-
---------------------
(731,784)
-
---------------------
(731,784)
---------------------
Earnings / Loss per share (pence per share)
Basic earnings / (loss)
Diluted earnings / (loss)
12
12
0.41p
(1.40)p
=========
=========
0.28p
(1.40)p
=========
=========
34
ASIMILAR GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Company Registration Number: 04488281
Notes
13
13
13
15
16
17
18
18
18
18
18
ASSETS
Non-current assets
Investments in financial assets held at fair
value
Current assets
Investments in financial assets held at fair
value
Financial assets held at amortised cost
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables
Derivative financial liabilities held at fair
value
Total liabilities
Equity
Share capital
Share premium account
Merger relief reserve
Warrant reserve
Retained earnings
Total equity
TOTAL EQUITY AND LIABILITIES
2020
£
2019
£
5,771,908
2,684,091
--------------------
5,771,908
--------------------
--------------------
2,684,091
--------------------
3,022,495
-
2,771,426
182,242
709,819
--------------------
6,685,982
--------------------
-
69,466
242,415
--------------------
311,881
--------------------
12,457,890
==========
2,995,972
==========
197,135
27,445
1,669,500
-
--------------------
1,866,635
--------------------
--------------------
27,445
--------------------
5,213,277
14,327,636
279,900
157,813
(9,387,371)
---------------------
5,207,754
7,864,973
-
-
(10,104,200)
---------------------
10,591,255
---------------------
12,457,890
==========
2,968,527
---------------------
2,995,972
==========
The financial statements were approved and authorised for issue by the board of directors on 30 April 2021 and were signed
below on its behalf by
John Taylor
Chairman
35
ASIMILAR GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Share
Capital
£
Share
Premium
Account
£
Merger
Relief
Reserve
At 1 October 2018
5,206,954
7,574,273
Retained
Earnings
£
(9,372,416)
(731,784)
-
-
Total comprehensive
expenses for the year
Transactions with owners
Shares issued
Cost of new issue
At 1 October 2019
comprehensive
Total
expense for the year
Share based payments
Issue of warrants
Transactions with owners
Shares issued
800
-
-----------------
5,207,754
299,200
(8,500)
------------------
7,864,973
-
-
------------------
-
-
-
--------------------
(10,104,200)
-
-
-
-
-
-
-
-
-
5,523
6,580,097
279,900
392,329
324,500
-
-
-
Warrant
Reserve
-
-
-
-
--------------------
-
-
-
Total
£
3,408,811
(731,784)
300,000
(8,500)
------------------
2,968,527
392,329
324,500
157,813
157,813
-
-
6,865,520
(117,434)
Cost of new issue
-
(117,434)
-
At 30 September 2020
-----------------
5,213,277
=========
------------------
14,327,636
==========
-------------------
279,900
==========
--------------------
(9,387,371)
===========
--------------------
157,813
------------------
10,591,255
=========== =========
Share capital
Represents the par value of shares in issue.
Share premium
Represents amounts subscribed for share capital in excess of its nominal value, net of directly attributable issue costs.
Merger relief reserve
Represents premium on shares issued in connection with the acquisition of Intrinsic Capital Jersey Limited, recognised in
accordance with S162 of the Companies Act 2006.
Retained earnings
Represents accumulated losses to date.
Warrant reserve
Represents the fair value of placing warrants issued.
36
ASIMILAR GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Operating activities
Profit / (Loss) for the year
Adjustments for:
(Increase) / decrease in trade and other receivables
Decrease in trade and other payables
Net finance (cost) / income
Unrealised losses on remeasurement to fair value
Impairment of investments
Fair value gain on asset acquisition
Share based payments
Other income (non-cash transaction)
Net cash generated / (used) in activities
Investing activities
Payments to acquire investments
Loans advanced
Finance income received
Net cash used in investing activities
Financing activities
Net proceeds from issue of shares
Cash arising on acquisition of ICJL
Net cash generated from financing activities
2020
£
2019
£
392,329
(731,784)
(112,776)
(80,310)
(42,655)
1,364,364
-
(1,694,436)
324,500
(1,140,000)
-------------------
(988,984)
-------------------
(2,453,901)
(2,722,422)
941
-------------------
(5,175,382)
-------------------
6,625,899
5,871
------------------
6,631,770
-------------------
17,520
(5,249)
426
52,930
446,974
-
-
-
-------------------
(219,183)
-------------------
(100,000)
-
(426)
-------------------
(100,426)
-------------------
291,500
-
------------------
291,500
-------------------
Net increase / (decrease) in cash and cash equivalents
467,404
(28,109)
Cash and cash equivalents at the start of the year
Cash and cash equivalents at the end of the year
Cash and cash equivalents consist of:
Cash and cash equivalents
242,415
------------------
709,819
------------------
270,524
------------------
242,415
------------------
709,819
=========
242,415
=========
The Group had no debt in either period, therefore no net debt reconciliation has been presented.
37
ASIMILAR GROUP PLC
NOTES TO THECONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
1.
GENERAL INFORMATION
Asimilar Group Plc is a public limited company which is listed on the Alternative Investment Market (AIM) and
incorporated and domiciled in the UK. The address of its registered office is 4 More London Riverside, London,
SE1 2AU.
2.
ACCOUNTING POLICIES
2.1
Basis of preparation
The consolidated financial statements have been prepared in accordance with EU endorsed International Accounting
Standards and International Financial Reporting Standards (collectively “IFRS”) and the requirements of the
Companies Act 2006 applicable to companies reporting under IFRS.
The consolidated financial statements have been prepared under the historical cost convention, as modified by the
revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit
or loss.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the group’s accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to
the consolidated financial statements, are disclosed in Note 3.
2.2 Changes in accounting policies and disclosures
(a) New standards, amendments and interpretations adopted by the Group
The group has applied the following standards and amendments for the first time for its annual reporting period
commencing 1 October 2019:
(cid:120) Prepayment Features with Negative Compensation – Amendments to IFRS 9;
(cid:120) Long-term Interests in Associates and Joint Ventures – Amendments to IAS 28;
(cid:120) Plan Amendments, Curtailment or Settlement – Amendments to IAS 19;
(cid:120) Annual improvements to IFRS Standards 2018-2020 Cycle;
(cid:120)
Interpretation 23 ‘Uncertainty over Income Tax Treatments; and
(b) New standards, amendments and interpretations not yet adopted
A number of new standards and amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2020 and have not been applied in preparing these consolidated financial statements. None
of these is expected to have a significant effect on the consolidated financial statements of the Group. 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.
2.3
Going Concern
The Group had net assets of £10,591,255 as at 30 September 2020 (2019: net assets £2,968,527) and generated
income after tax of £392,329 (2019 loss after tax: £731,784) in the reporting period.
After taking into account anticipated operational costs, expected cash outflows and funds arising from the exercise
of warrants as part of a cash flow forecast prepared to June 2022, the directors are confident that the Group will
remain in operational existence for the foreseeable future and that the going concern basis of preparation is
appropriate to the Group’s financial statements.
38
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2.4 Consolidation
(a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an
entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Group considers whether acquisitions meet the criteria of a business combination in determining whether to
apply the criteria of IFRS 3: Business Combinations. Where such criteria are not met (as in the case of the acquisition
of Intrinsic Capital (Jersey) Limited during the year), the consideration payable and assets and liabilities are ascribed
a fair value in accordance with IFRS 9: Financial Instruments and IFRS 13: Fair Value Measurement. The reasons
difference arising on such a transaction are considered and recognised in accordance with the relevant standard.
Differences in fair value arising from an exchange of financial instruments conducted on an arm’s length basis are
recognised as ‘Day One gains or losses’ in the income statement.
Acquisition-related costs are recognised as part of the carrying value of the relevant asset’s initially recognised cost.
Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial
liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to
conform with the group’s accounting policies.
2.5 Foreign Currency Translation
(a) Functional and Presentation Currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (“functional currency”).
The consolidated financial statements are presented in Pounds Sterling (£), which is the Company’s functional and
the Group’s presentation currency.
(b) Transactions and Balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the
dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other
comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange
gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within
‘finance income or costs’. All other foreign exchange gains and losses are presented in the income statement within
‘Other (losses)/gains – net’.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through
profit or loss are recognised in profit or loss as part of the fair value gain or loss.
39
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2.6 Revenue
Revenue is recognised when revenue and associated costs can be measured reliably and future economic benefits
are probable. Revenue is measured at fair value of consideration received or receivable for services provided in the
normal course of business, net of discounts, VAT and other sales related taxes.
The company only has one class of business, investment holdings and management, and therefore no segmental
information has been presented.
2.7
Interest income
Interest income is accrued on a time apportioned basis, by reference to the principal outstanding and at the effective
interest rate applicable.
2.8
Taxation
The tax expense represents the sum of the current tax expense and deferred tax expense.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from accounting profit as
reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable
or deductible in other years and further excludes items that are never taxable or deductible. The Group’s liability
to current tax is measured using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit
and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for
all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that future
taxable profits will be available against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from goodwill or if the initial
liabilities in a transaction that affect either the taxable profit or the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient future taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the rates that are expected to apply in the period when the liability is settled or the asset
is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
2.9
Financial assets
(a) Classification
The Group classifies its financial assets in the following categories: at amortised cost including trade receivables
and other financial assets at amortised cost and at fair value through profit or loss. The classification depends on
the purpose for which the financial assets were acquired. Management determines the classification of its financial
assets at initial recognition. No financial assets are held at fair value through OCI.
Trade receivables and other non interest bearing receivables
Trade and other non interest bearing receivables are recognised initially at the amount of consideration that is
unconditional, unless they contain significant financing components, in which case they are recognised at fair value.
The group holds the trade receivables with the objective of collecting the contractual cash flows, and so it measures
them subsequently at amortised cost using the effective interest method.
The Group’s accounting policy is to recognise trade receivables within current assets.
40
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2.
ACCOUNTING POLICIES (continued)
(i) Fair values of trade receivables
Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their
fair value.
(ii) Impairment and risk exposure
Information about the impairment of trade receivables and the group’s exposure to credit risk, foreign currency
risk and interest rate risk can be found in note 4.
Other financial assets at amortised cost
(i) Classification of financial assets at amortised cost
The group classifies its financial assets at amortised cost only if both of the following criteria are met:
(cid:120)
(cid:120)
the asset is held within a business model whose objective is to collect the contractual cash flows; and
the contractual terms give rise to cash flows that are solely payments of principle and interest.
(ii) Other receivables
(cid:120) These amounts generally arise from transactions outside the usual operating activities of the group. Interest
could be charged at commercial rates where the terms of repayment exceed six months. Collateral is not
normally obtained. The non-current other receivables are due and repayable within three years from the end
of the reporting period.
(cid:120) Due to the short-term nature of the other current receivables, their carrying amount is considered to be the
same as their fair value. For the majority of the non-current receivables, the fair values are also not
significantly different from their carrying amounts
(iii) Fair values of other financial assets at amortised cost
(cid:120) Note 4 sets out information about the impairment of financial assets at amortised cost and the group’s
exposure to credit risk and foreign currency risk.
Financial Assets at Fair Value Through Profit or Loss
(i) Classification of financial assets at fair value through profit or loss
The group classifies the following financial assets at fair value through profit or loss (FVPL):
(cid:120) Equity investments for which the entity has not elected to recognise fair value gains and losses through
OCI.
(cid:120) Derivative financial assets such as options over counterparty equity instruments.
(ii)Fair value, impairment and risk exposure
Information about the methods and assumptions used in determining fair value is provided in note 3. For
information about the methods and assumptions used in determining fair value refer to note 3.
41
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2.
ACCOUNTING POLICIES (continued)
Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when
there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net
basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be
contingent on future events and must be enforceable in the normal course of business and in the event of default,
insolvency or bankruptcy of the company or the counterparty.
Derivative Financial Instruments that do not qualify for hedge accounting
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured at their fair value.
The Group’s derivatives do not qualify for hedge accounting. Changes in the fair value of any derivative
instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are
included in other gains/(losses).
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term deposits
with maturities of three months or less.
Derivative financial liabilities
Derivative financial liabilities constitute warrants over the parent company’s own equity, they are are initially
recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their
fair value.
Information about the methods and assumptions used in determining fair value is provided in note 3.
Trade and other receivables
Trade and other non-interest bearing receivables are initially recognised at cost and are subsequently measured at
amortised cost using the effective interest method, less provision for impairment. A provision for impairment of
trade receivables is established when there is objective and probable evidence that it is uncertain if the amount
due can be collected. Movement in the provision charged or credited in the period is recognised in the income
statement.
The Group discounts some of its trade receivables. The accounting policy is to continue to recognise the trade
receivables within current assets and to record cash advances as borrowings within current liabilities.
Trade and other payables
Trade and other payables are not interest bearing and are initially recognised at cost and are subsequently measured
at amortised cost using the effective interest method.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
42
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2.
ACCOUNTING POLICIES (continued)
2.10
Share based payments
The Company issues equity-settled options and warrants to certain employees and financing parties and these are
measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The
fair value determined at the grant date of equity-settled share-based payments is expensed on a straight-line basis
over the vesting period (or immediately if there is no such period), based on the Company’s estimate of the number
of instruments that will eventually vest with a corresponding adjustment to equity. Fair value is measured by use
of an appropriate option pricing model. The expected life use in the model has been adjusted based on
management’s best estimates, for the effect of non-transferability, exercise restrictions, and behavioral
considerations.
Non-vesting and market vesting conditions are taken into account when estimating the fair value of the option at
grant date. Service and non-market vesting conditions are taken into account by adjusting the number of options
expected to vest at each reporting date.
2.11
Earnings per share
Basic earnings per share is calculated by dividing:
(cid:120)
(cid:120)
the profit attributable to owners of the company, excluding any costs of servicing equity other
than ordinary shares;
by the weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the year and excluding treasury shares (note
12).
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account:
(cid:120)
(cid:120)
the after-income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares; and
the weighted average number of additional ordinary shares that would have been outstanding,
assuming the conversion of all dilutive potential ordinary shares
43
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
3. Critical accounting judgements and key sources of estimation uncertainty
Estimates and judgements are continually evaluated and are based on historical experience, internal controls,
advice from external experts and other factors, including expectations of future events that are believed to be
reasonable under circumstances. The following estimates are considered integral to the Group’s reported financial
information:
Investment valuation
The Group has a number of level 3 investments whereby their valuation is determined in whole or in part using
valuation techniques based on assumptions that are not supported by prices from observable market transactions
in the same instrument and not based on available observable data.
Valuation of Unlisted equity investments
Management determines the fair value of unlisted equity investments primarily by reference to the prevailing price
of further investment when conducted on an arm’s length basis. This is determined by reference to relevant
historical fund raising prices and relevant post balance sheet events where it can be explicitly demonstrated that
the conditions existed at the Group’s balance sheet date. Management also exercises its own professional
judgement in conducting these desktop valuations. At the balance sheet date the aggregate fair value of
investments valued in this manner was £7,098,593 (see note 14 for further analysis).
Mesh Holdings Plc (“MESH”) equity investment
On 3 August 2020 the company acquired 24 million shares in MESH (8.9% of its share capital). The fair value of
the shareholding at the balance sheet date of £1,130,000 was determined through an external valuation conducted
by an independent 3rd party. The valuation was derived by using a net asset valuation basis using publicly available
data and the Directors' assessment of key asset and liability valuations associated with MESH. This included an
assessment of the fair value of Sentiance N.V., subscription rights over which were transferred to MESH in
exchange for the shares acquired by the Group. At the date of exchange, the value of an 8.9% holding in MESH
was assessed as £1,140,000 (see note 6).
Derivative assets – Dev Clever Holdings Plc
The fair value of derivative financial assets at the balance sheet date of £2,920,000 has been determined through
a 3rd party actuarial valuation based on an adjusted binomial model based on the “binomial” or “lattice” option
pricing method. The significant inputs into the model were a weighted average share price of £0.078 at year end
date, volatility of 114% , dividend yield of 0%, the assumption that warrants are subscribed for when 100% in the
money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue
dates. The volatility measured at the standard deviation of continuously compounded share returns is based on
statistical analysis of DevClever’s daily share prices over the last year.
Derivative liabilities – ICJL consideration warrants
The fair value of derivative liabilities at the balance sheet date of £1,669,500 has been determined through a 3rd
party actuarial valuation using a Monte Carlo model that is consistent with the mathematics underlying the Black-
Scholes methodology. The significant inputs into the model were a weighted average share price of £0.245 at year
end date, volatility of 95%, dividend yield of 0%, the assumption that warrants are subscribed for when in the
money, and an annual risk-free interest rate equal to the yield on zero coupon yield curve of UK gilts at the issue
dates. The volatility measured at the standard deviation of continuously compounded share returns is based on
statistical analysis of daily share prices over the last year relevant to the instrument (namely that of the Group and
reference holding , Dev Clever Holdings Plc).
Valuation of Share based payments
The fair value of share based payments at the grant date of £324,500 has been determined through an actuarial
valuation using an adjusted binomial model. The significant inputs into the model were a weighted average share
price of £0.09 at the grant date, the exercise price shown above, average volatility of 94%, dividend yield of 0%,
the assumption that warrants are subscribed for when 100% in the money, and an annual risk-free interest rate
equal to the yield on zero coupon yield curve of UK gilts at the issue dates. The volatility measured at the standard
deviation of continuously compounded share returns is based on statistical analysis of daily share prices over the
twelve months prior to grant.
44
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
4. Financial Risk Management
Financial Risk Factors
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest
rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management
programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the
Group’s financial performance.
Risk management is carried out under policies approved by the Board of Directors. The Board provides principles for
overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk,
credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess
liquidity.
(i) Derivatives
Derivatives held by the company are for speculative investment and not for economic hedging purposes. They are
classified as ‘held for trading’ for accounting purposes and are accounted for at fair value through profit or loss.
They are presented as current assets or liabilities to the extent that they are expected to be settled within 12 months
after the end of the reporting period.
information about the derivatives used by the group is provided in notes 13 and 17.
(ii) Fair value measurement
For information about the methods and assumptions used in determining the fair value of derivatives, refer to note 3.
(a) Market Risk
(i) Foreign Exchange Risk
The Group has a small exposure to currency risk in relation to the loan to Sentiance N.V. denominated in euros
amounting to £2,771,426 (€3,054,000). The directors do not consider the size of the foreign currency position to be
sufficient to warrant hedging, the balance was subsequently settled in full post year end. A change of 100 basis points
in the Euro to sterling exchange rate increases or decreases equity and profit or loss by £27,714.
(ii) Price Risk
The Group is exposed to equity securities price risk because of investments held by the Group, classified on the
consolidated Statement of Financial Position at fair value through profit or loss. The Group is not exposed to
commodity price risk.
Sensitivity analysis
The table below summarises the impact of increases/decreases in the equity investment portfolio on the Group’s post-
tax profit for the year and on total equity. The analysis is based on the assumption that the equity investments had
increased/decreased by 5%, with all other variables held constant. Where option pricing models with unobservable
inputs have been used to derive fair values, the impact of changes in the most significant input assumption has been
demonstrated.
45
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Level 3 Investments in equity instruments
Financial assets at fair value through profit or loss –
increase 5%
Financial assets at fair value through profit or loss –
decrease 5%
Derivative assets – Dev Clever warrants
Impact on post-tax
profit
2020
£’000
2019
£’000
Impact on total equity
2020
£’000
2019
£’000
205,930
159,720
205,930
159,720
(205,930)
(159,720)
(205,930)
(159,720)
Impact on post-tax
profit
2020
£’000
2019
£’000
Impact on total equity
2020
£’000
2019
£’000
Derivative assets at fair value through profit or loss –
increase 10%
Derivative assets at fair value through profit or loss –
decrease 10%
180,000
(140,000)
Dev Clever warrants change
in subscription
behaviour (default is to subscribe at 100% in the
money)
Subscribe at 20% in the money
Returns maximisation*
(850,000)
550,000
Financial liabilities – consideration warrants
Financial liabilities at fair value through profit or loss –
increase volatilities of reference companies by 10%
Financial liabilities at fair value through profit or loss –
decrease volatilities of reference companies by 10%
225,000
(198,000)
-
-
-
-
-
-
180,000
(140,000)
(850,000)
550,000
225,000
(198,000)
-
-
-
-
-
-
*Assumes the warrant holder tries to maximise returns in a financially optimal way, which generally means they
will not exercise until almost the subscription deadline.
Post-tax profit for the year would increase/decrease as a result of gains/losses on equity securities and derivative
financial instruments classified as at fair value through profit or loss.
(iii) Interest Rate Risk
The Group currently funds its operations through the use of equity. Cash at bank which is denominated in sterling, is
held at variable rates. At the year end, the Group’s financial liabilities did not suffer interest and thus were not subject
to interest rate risk. It is unlikely that interest rates would decrease by as much as 1% as they are currently less than
1%. Any decrease in interest rate to a minimum of 0% would have an insignificant impact on the interest income
received by the Group.
No Cashflow interest rate risk arises from the loan to Sentiance N.V. of £2,771,426 as the loan carries a fixed interest
rate, and the group has no variable interest rate borrowings.
46
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
(b) Credit Risk
(i) Risk Management
Credit risk is mitigated by the Group via managing and analysing the credit risk for each new debtor before terms and
conditions are offered. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits
with banks and financial institutions, as well as credit exposures to outstanding receivables and committed
transactions. For banks and financial institutions, only independently rated parties with a minimum rating of “A” are
accepted.
The Group’s debt investment carried at amortised cost of £2,771,426 is subject to the expected credit loss model. As
the loan was repaid in full after the year end (and was expected to be at the balance sheet date) the Group has assessed
the 12 month expected credit loss provision to be £nil.
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment
loss was immaterial.
(c) Liquidity Risk
The principal risk to which the Group is exposed is liquidity risk. The nature of the Group's activities means it
finances its operations through retained earnings and the issue of new shares to investors. The principal cash
requirements are in relation to the Group’s investing policy and meeting working capital requirements. The Group
seeks to manage liquidity through planning, forecasting, and careful cash management.
Capital Risk Management
The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group
will continue to invest and trade profitably in the foreseeable future. The Group also aims to maximise its capital
structure of equity so as to minimise its cost of capital. The Group expects its current and projected capital
resources to be sufficient to cover its existing liabilities.
The Group’s capital structure is derived solely from the issue of Ordinary and Deferred Shares.
The Group has not made any changes to its capital management during the year.
5. ACQUISITION OF SUBSIDIARY
On 30 August 2020 Asimilar acquired Intrinsic Capital (Jersey) Limited (“ICJL”) to allow Asimilar to manage its
portfolio with the benefit of the more benign capital gains tax regime available in Jersey in respect of some of its current
and future investments.
ICJL was a party to an investment agreement with Dev Clever Holdings Plc ("Dev Clever"), as announced by Dev Clever
on 13 May 2020, giving ICJL a right to subscribe for up to 100,000,000 ordinary shares in Dev Clever at a price of 10
pence per Dev Clever share (the "Dev Clever Investment Agreement") and, following the exercise of all of these
subscription rights, ICJL would be entitled to exercise a warrant to subscribe for up to 50,000,000 additional Dev Clever
shares at a price of 25 pence per Dev Clever Share (the "Dev Clever Warrant"). At the date of acquisition ICJL had
exercised part of the option and invested £250,000 for 2,500,000 of DevClever shares.
In line with the Group’s accounting policies, the acquisition of ICJL has been accounted for as an exchange of financial
assets on an arm’s length basis in accordance with IFRSs 9 and 13, because ICJL was not considered to meet the criteria
of a business at the acquisition date. The fair value of consideration paid for the ICJL assets and liabilities is broken down
as follows:
47
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
5. ACQUISITION OF SUBSIDIARY (continued)
Issue of 1,000,000 Asimilar ordinary shares
at 28p
9,000,0000 Asimilar share warrants
Legal fees
.
£
280,000
2,106,000
11,400
-----------------
2,397,400
========
Under the terms of the acquisition agreement of ICJL, the Company acquired the entire issued share capital of ICJL in
return for the issuance of 1,000,000 new Asimilar ordinary shares credited as fully paid ("Consideration Shares"). In
addition Mark Horrocks, the sole owner of ICJL, was granted warrants to subscribe for up to 9,000,000 Asimilar ordinary
shares in 2 tranches of up to 4,500,000 warrants per tranche. Each tranche will be exercisable for two years after the
relevant price criteria in Dev Clever having been reached. The relevant price criteria are the mid-market closing price of
Dev Clever Shares for a period of five consecutive Business Days being or exceeding (i) 28 pence; and (ii) 55 pence
respectively. The warrants expire on 31 August 2030 or 2 years from date of vesting if earlier. The number of warrants
which Mr Horrocks will be able to exercise, will be proportional to the number of shares in Dev Clever subscribed for by
the Company or ICJL pursuant to the Dev Clever Investment Agreement at the date of exercise of such warrants.
The following table summarises the fair value of the identifiable assets and liabilities assumed of ICJL at the date of
acquisition.
Book value of assets and liabilities acquired
Dev Clever Options
Dev Clever Warrants
Fair value
recognised on
acquisition
£
(85,664)
2,177,500
2,000,000
-----------------
4,091,836
========
Fair value
adjustments
£
-
2,177,500
2,000,000
-----------------
4,177,500
========
Previous
carrying
value
£
(85,664)
-
-
-----------------
(85,664)
========
The Group performed an exercise to identify the fair value of assets and liabilities exchanged and as a result of this exercise
the Dev Clever options and warrants held by ICJL were recognised as derivative financial assets. The fair value of these
derivative assets was determined via an actuarial valuation, the valuation of these assets is detailed in note 3
A fair value exchange gain has arisen on the acquisition as the fair value of identifiable assets and liabilities acquired was
higher than the consideration transferred. The Directors have considered the commercial context of the transaction and
have deemed it appropriate to recognise this gain in the income statement on the date of the acquisition of ICJL.
Fair value of assets and liabilities acquired
Less: Total consideration transferred
Fair value gain on asset acquisition
.
£
4,091,836
(2,397,400)
-----------------
1,694,436
========
In accordance with IFRS 9, the gain has been recorded as income in the consolidated statement of comprehensive income.
The directors do not consider the transaction or the revaluation of the assets held by ICJL to give rise to a current or
deferred tax liability, as the entity not subject to a 0% corporate tax rate.
48
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
6.
REVENUE AND OTHER INCOME
Revenue: Management fees
Other income: Gain on sale of investment
2020
£
14,000
1,140,000
=========
2019
£
14,000
-
=========
The Company only has one class of business, investment holdings and management, and therefore no segmental
information has been presented.
Other income relates to the exchange of subscription rights over shares in Sentiance NV for 8.9% of the share
capital of Mesh Holdings Plc. A fair value of £1,140,000 was ascribed to the exchange at the date of the
transaction. No cash or other services were exchanged as part of the transaction.
7.
FINANCE INCOME AND COSTS
Bank and other interest received
Other interest payable
Share based payment (Note 19)
8.
PROFIT / (LOSS) FOR THE YEAR BEFORE TAX
Profit / (Loss) for the year is stated after charging:
Auditors’ remuneration
- audit of the Group and Parent Company’s financial statements
- taxation service (2019 only)
- interim financial statement review services
-reporting accountant services
Foreign exchange gains
9.
DIRECTORS’ EMOLUMENTS
Aggregate emoluments including benefits in kind, by
director,
are as follows:-
Simon Robinson (resigned 3/12/2019)
Sean Nicolson (resigned 3/12/2019)
Sohail Bhatti
John Taylor
Donald Stewart
Aggregate emoluments
49
2020
£
49,945
------------------
49,945
=========
7,318
119,500
-----------------
126,818
========
2019
£
426
------------------
426
=========
-
-
-----------------
-
========
2020
£
2019
£
22,200
-
1,950
28,500
330,819
=========
13,000
950
1,250
-
-
==========
2020
£
2019
£
35,577
28,461
35,000
24,000
111,000
132,000
112,000
------------------
419,038
=========
54,742
-
-
------------------
113,742
=========
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
9. DIRECTORS’ EMOLUMENTS (continued)
Warrants granted to directors during the year are disclosed in the Remuneration Report. These have been accounted
for in accordance with IFRS2 Share based payments. See note 19 for details of expenditure relating to share based
payment transactions recognised during the year.
Director
Grant date
Number
John Taylor
Donald Stewart
Sohail Bhatti
03/12/2019
03/12/2019
03/12/2019
2,000,000
2,000,000
1,000,000
Exercise
price (p)
10p
10p
10p
Vesting date Expiry date
03/12/2019
03/12/2019
03/12/2019
03/12/2022
03/12/2022
03/12/2022
The number of directors for whom retirement benefits are accruing under defined contribution schemes was nil
(2019: Nil). The total contributions payable during the year amounted to £Nil (2019: £ Nil).
Warrants held by directors who held office at the relevant balance sheet date are detailed below:
Directors who resigned during the year
Simon Robinson - exercise price 13p, expired 31 October 2019
Simon Robinson - exercise price 5p, expires 31 May 2022
Sean Nicolson - exercise price 5p, expires 31 May 2022
Current directors
Sohail Bhatti - exercise price 5p, expires 31 May 2022
Sohail Bhatti - exercise price 10p, expires 3 December 2022
John Taylor - exercise price 10p, expires 3 December 2022
Donald Stewart
10.
STAFF COSTS
The average monthly number of employees (including directors)
during the year was
Administration
Employment costs
Wages and salaries
Social security costs
Warrants granted (Note 19)
50
2020
Number
2019
Number
-
-
-
-----------------------
-
2,000,000
1,000,000
2,000,000
2,000,000
-----------------------
7,000,000
===========
980,000
2,000,000
1,000,000
-----------------------
3,980,000
2,000,000
-
-
-
-----------------------
5,980,000
===========
2020
Number
2019
Number
3
========
3
========
£
£
214,038
20,872
205,000
------------------
439,910
=========
104,000
8,824
-
------------------
112,824
=========
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
11.
TAXATION
11(a) Current year tax
UK corporation tax (note 11(b))
11(b) Factors affecting the tax charge for the year
Profit / (Loss) on ordinary activities before taxation
Profit/(loss) on ordinary activities before taxation multiplied by the main
rate of UK corporation tax 19% (2019: 19%)
Effects of:
Non deductible expenses in subsidiary
Gain on acquisition of assets and liabilities of ICJL
Fair value uplift adjustment in subsidiary
Capital gains difference at 19%
Net tax adjustments and transfer
Non deductible expenses
Deferred tax not recognised
Current tax charge
2020
£
-
=======
392,329
-----------------
74,542
-----------------
86,623
(321,942)
238,925
201,368
(35,001)
(160,428)
(84,087)
------------------
-
=========
2019
£
-
========
(731,784)
-----------------
(139,039)
-----------------
-
-
-
-
-
97,268
41,771
-----------------
-
========
The Company has unutilised losses carried forward of £1,123,285 (2019: £1,700,063). No deferred tax asset has
been recognised relating to these losses as the timing and level of future profits remains uncertain.
Intrinsic Capital (Jersey) Limited has no tax charge for the current year and is considered outside the scope of UK
corporation tax.
12.
EARNINGS / (LOSS) PER SHARE
The calculations of loss per share are based on the following losses and number of shares.
2020
2019
Basic
Diluted
Basic
Diluted
Profit / (Loss) for the financial year
Weighted average number of shares for
basic and diluted loss per share
392,329
--------------------------
392,329
------------------------
(731,784)
------------------------
(731,784)
-----------------------
95,478,966
49,355,416
139,211,257
============= ============= ============
49,355,416
===========
IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would
decrease earnings per share, or increase the loss per share. For a loss-making Company with outstanding share
options, net loss per share would be decreased by the exercise of options. Therefore for 2019, per IAS33:36 the
antidilutive potential ordinary shares are disregarded in the calculation of diluted EPS.
51
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
13
FINANCIAL ASSETS
(a) Summary of financial assets
Non-Current
Investments designated at fair value through
profit or loss (see (b))
Current
Investments designated at fair value through
profit or loss (see movement analysis in (c))
Financial assets (loans) (see (c)) carried at
amortised cost
Trade receivables carried at amotised cost (Note
15)
(b) Analysis of movement of non-current
investments
Financial assets designated at fair value
through profit or loss
Non – Current
Fair value of investments brought forward
Purchases during the year
Net unrealised (loss) in fair value
Arising through acquisition of ICJL:
- Equity investments
Fair value of investments carried forward
(c) Analysis of movement of current
financial assets
Financial assets designated as held at fair
value through profit or loss
Current
Fair value of investments brought forward
Purchases during the year
Arising through acquisition of ICJL:
- Equity investments (Dev Clever options - Note
3)
- Warrants (Dev Clever warrants – Note 3)
- net unrealized (loss) in fair value
Fair value of investments carried forward
2020
£
2019
£
5,771,908
2,684,091
----------------------
5,771,908
3,022,495
2,771,425
152,750
----------------------
5,946,670
===========
11,718,578
===========
2,684,091
3,381,180
(520,863)
227,500
----------------------
5,771,908
===========
2020
£
-
102,495
2,000,000
2,177,500
(1,257,500)
----------------------
3,022,495
===========
----------------------
2,684,091
-
-
61,833
----------------------
-
===========
2,745,924
===========
3,083,995
100,000
(499,904)
-
----------------------
2,684,091
===========
2019
£
-
-
-
-
----------------------
-
===========
As at 30 September 2020 the fair value of options and warrants over shares in Dev Clever Holdings Plc was
£2,920,000 (2019: £nil). See note 3 for valuation details.
52
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Financial assets held at amortised cost
The investment held at amortised cost constitutes an arm’s length interest bearing short term loan of £2,771,426
(2019: £nil) at an annual interest rate of 3% that was repaid in full on 30 November 2020.
Details of the investments held are given in the Chairman’s statement
14. FAIR VALUE OF FINANCIAL INSTRUMENTS
IFRS 9 requires the Group to classify financial instruments at fair value using a fair value hierarchy that reflects
the significance of the inputs used in making the measurement, the fair value hierarchy has the following levels:
(cid:120) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
(cid:120)
(cid:120)
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices) (Level 2);
inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level
3).
(a) Financial instruments classified as level 1
The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the
reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange,
dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly
occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the
Group is the current bid price. These instruments are included in Level 1. Instruments included in Level 1 comprise
equity investments classified as trading securities or available-for-sale.
(b) Financial instruments classified as level 2
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of observable
market data where it is available and rely as little possible on entity-specific estimates. If all significant inputs required
to fair value an instrument are observable, the instrument is included in Level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
Specific valuation techniques used to value financial instruments include:
(cid:120)
quoted market prices or dealer quotes for similar instruments;
(cid:120)
(cid:120)
(cid:120)
the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based
on observable yield curves;
the fair value of forward foreign exchange contracts is determined using forward exchange rates at the end of
the reporting period, with the resulting value discounted back to present value;
other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining
financial instruments.
The group holds no financial instruments classified as level 2.
53
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
(c) Financial instruments classified as level 3
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) and determined by using valuation techniques. which require significant adjustment based on unobservable
inputs are included in level 3.
The determination of what constitutes observable requires judgement by the Group. The Group considers observable
data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary,
and provided by independent sources that are actively involved in the relevant market.
For financial instruments classified as level 3 the Group uses a combination of internal and external valuations. Where
management determines an external valuation is appropriate the group engages with professional service providers.
Specific valuation techniques include:
(cid:120) Market approach (utilising EBITDA or Revenue multiples, industry value benchmarks and available market
prices approaches);
(cid:120) Net asset approach;
(cid:120)
(cid:120) Desktop valuations based on price of a recent transaction when transaction price/cost is considered indicative
Income approach (utilising Discounted Cash Flow, Replacement Cost and Net Asset approaches);
of fair value; and
(cid:120) Actuarial valuations using Monte Carlo, Black Scholes and adjusted binomial models.
The following table presents the Group’s assets that are measured at fair value at 30 September 2020:
Level 1
£
Level 3
£
Total
£
160,045
-
(52,930)
----------------------
107,115
1,792,495
227,500
-
-
(431,300)
----------------------
1,695,810
----------------------
1,695,810
===========
107,115
===========
2,923,950
100,000
(446,974)
----------------------
2,576,976
1,691,180
-
2,000,000
2,177,500
(1,347,063)
3,083,995
100,000
(499,904)
----------------------
2,684,091
3,483,675
227,500
2,000,000
2,177,500
(1,778,363)
----------------------
7,098,593
----------------------
------------------------
8,794,403
-----------------------
7,098,593
===========
2,576,976
===========
8,794,403
===========
2,684,091
===========
Held at fair value
At 1 October 2018
Additions during the year
Revaluation
At 1 October 2019
Additions during the year
Arising through acquisition of ICJL:
-equity investments
-Warrants
-options
Revaluation
comprehensive income
recognised
in
statement of
At 30 September 2020
Net book value
At 30 September 2020
At 30 September 2019
54
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
The following table presents the Group’s financial liabilities that are measured at fair value at 30 September 2020:
Held at fair value
At 1 October 2018 and 2019
Derivatives over own equity issued in the year
Fair value adjustment
At 30 September 2020
Level 1
Level 3
Total
-
-
-
----------------------
-
----------------------
-
2,106,000
(436,500)
----------------------
1,669,500
----------------------
-
2,106,000
(436,500)
----------------------
1,669,500
----------------------
There were no transfers between levels during the year.
Refer to note 3 for further details of specific level 3 valuations performed during the year.
Refer to note 4 for sensitivity analysis on changes to financial instruments carried at fair value.
15.
TRADE AND OTHER RECEIVABLES
Trade receivables
Prepayments and accrued income
Other receivables
2020
£
15,000
29,493
137,750
-----------------
182,243
========
2019
£
27,600
7,633
34,233
-----------------
69,466
========
The directors consider the carrying value of trade and other receivables to equal their fair value. No interest is
charged on receivables.
The directors consider trade receivables held at amortised cost to have no significant financing element, and the
effect of discounting to be immaterial.
16.
TRADE AND OTHER PAYABLES
Trade payables
Accruals and deferred income
Other taxes and social security
2020
£
57,917
135,046
4,173
---------------
197,136
========
2019
£
5,877
18,420
3,148
---------------
27,445
========
The directors consider the carrying value of trade and other payables to equal their fair value.
55
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
17.
DERIVATIVE FINANCIAL
LIABILITIES
Derivative liabilities
2020
£
2019
£
1,669,500
========
-
========
On 30 August 2020 as part of the consideration advanced for the acquisition of ICJL Asimilar Group Plc granted warrants
to subscribe for up to 9,000,000 ASIMILAR ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. The
warrants represent derivatives over own equity and have been recognised as derivative financial liabilities.
Refer to note 3 for further details regarding the valuation of derivative financial liabilities.
Refer to note 4 for sensitivity analysis on changes to financial liabilities carried at fair value.
The fair value of the warrants on issue as at 30 August 2020 was £2,106,000 (as outlined in note 5). The change
in the fair value of the warrants from £2,106,000 to £1,669,500 as at 30 September 2020 represents a fair value
gain to the Group of £436,500 which has been recognised in the income statement.
The change in fair value primarily arose as a result of fluctuations in the share prices of referenced equity
instruments within the consideration warrants between the issue ate of 30 August 2020 and 30 September 2020.
18.
SHARE CAPITAL
Issued and fully paid
As at 1 October 2019
Issue of 55,229,167 (2019: 8,000,000) Ordinary shares of 0.01p each
At 30 September 2020
The Company has the following classes of share capital
Ordinary shares 107,361,443 (2019: 52,132,276 of 0.01p) shares of
0.01p each
A deferred shares (44,132,276 shares of 9.99p each)
Deferred shares (8,819,181 shares of 9p each)
Share Premium
As at 1 October
Shares issued during the year (net of costs)
At 30 September
2020
£
2019
£
5,207,754
5,523
-----------------------
5,213,277
===========
5,206,954
800
-----------------------
5,207,754
===========
10,736
5,213
4,408,815
793,726
----------------------
5,213,277
===========
4,408,815
793,726
----------------------
5,207,745
===========
7,864,973
6,462,663
-----------------------
14,327,636
===========
7,574,273
290,700
-----------------------
7,864,973
===========
56
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
18. SHARE CAPITAL (continued)
Share transaction history
During the year ended 30 September 2020 the following share transactions took place.
On 2 October 2019 the Asimilar Group Plc issued 30,000,000 new ordinary shares of 0.01p each at 2.50p per
share. Each placee also received one warrant for every two shares subscribed for at an exercise price of 6.00p
exercisable from date of issue to 31 October 2020. As the placing price was at a discount to the prevailing share
price at the date of issue, no value has been attributed to the bundled warrant.
On 20 January 2020 Asimilar Group Plc issues 11,562,500 new ordinary shares of 0.01p each at a price of 16.00p
per share. Each place also received one warrant for each share subscribed for at an exercise price of 30.00p
exercisable from date of issue to31 March 2021. The exercise price of the bundled ordinary shares and warrants
was at a premium to the prevailing share price, the premium amounted to in aggregate £57,813, this is considered
to be the intrinsic value of the issued warrants and has been credited to warrant reserve.
On 21 January 2020 on exercise of a warrant Asimilar Group Plc issued 1,666,667 shares for 5.00p each.
On 24 January 2020 Asimilar Group Plc issued 10,000,000 new ordinary shares of 0.01p each at 40.00p per share.
Each place also received one warrant for every share subscribed for at an exercise price of 130.00p exercisable
from date of issue to 31 December 2021. The exercise price of the bundled ordinary shares and warrants was at a
premium to the prevailing share price, the premium amounted to in aggregate £100,000, this is considered to be
the intrinsic value of the issued warrants and has been credited to warrant reserve.
On 1 September 2020 Asimilar Group Plc issued 1,000,000 new ordinary shares as part of the consideration of
Intrinsic Capital Jersey Limited at 28p per share. The excess of this issue over the nominal value of the shares has
been recognised within a merger reserve according to S612 of the Companies Act 2006.
On 22 September 2020 on exercise of a warrant, Asimilar Group Plc issued 1,000,000 shares for 6.00p each
The ordinary shares have full voting rights, priority dividend rights and priority in the case of winding up.
The deferred shares of 9.99p each have no voting rights and shareholders are not entitled to any dividend, and
only receive the nominal amount paid up on their share after there has been a distributed £1,000,000 to the holders
of the ordinary shares. The deferred shares shall not entitle the holders thereof to any further or other right of
participation in the assets of the Company.
The A deferred shares have no voting rights and shareholders are not entitled to any dividend, Holders of A
deferred shares shall be entitled to the amount paid up or credited as paid up on the A deferred shares to be paid
out of the assets of the Company available for distribution among the members, after payment, to the holders of
deferred Shares of the amounts paid up thereon. The holders of the A deferred shares shall not be entitled to any
other or further right to participate in the assets of the Company.
57
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
18. SHARE CAPITAL (continued)
Warrants
As at 1 October 2019
Warrant number
Exercise price pence
Vest date
Expiry date
Weighted average price
Lapsed
Exercised
Weighted average price
Issued
Weighted average price
Granted
5,890,000
2,000,000
5,000,000
------------------------
12,890,000
9 p
(5,890,000)
(166,667)
(1,500,000)
(1,000,000)
------------------------
(2,666,667)
5p
17,500,000
11,562,000
10,000,000
------------------------
39,062,000
45p
5,000,000
3,500,000
4,500,000
4,500,000
-------------------------
17,500,000
Weighted average price
15p
As at 30 September
2020
-------------------------
60,895,8333
============
1,833,333
3,500,000
5,000,000
16,500,000
11,562,500
10,000,000
3,500,000
9,000,000
------------------------
60,895,833
============
13p
5p
5p
13p
5p
5p
6p
6p
30p
130p
10p
60
0.01p
0.01p
5p
5p
10p
6p
30p
130p
60p
0.01
17/11/2016
05/02/2019
07/05/2019
31/10/2019
21/02/2022
31/05/2022
17/11/2016
31/10/2019
05/02/2019
07/05/2019
10/10/2019
21/02/2022
31/05/2022
31/10/2020
01/10/2019
14/01/2020
24/01/2020
31/10/2020
31/03/2021
31/12/2021
03/12/2019
06/10/2020
31/08/2020
31/08/2020
31/12/2022
31/12/2020
31/12/2025*
31/12/2025**
05/02/2019
07/05/2019
03/12/2019
01/10/2019
14/01/2020
24/01/2020
06/10/2020
31/08/2020
22/02/2022
31/05/2022
31/12/2022
31/10/2020
31/03/2021
31/12/2020
31/12/2020
31/12/2025
Weighted average price
33p
* Exercisable in the event mid market price of DevClever Holdings Plc is or exceeds 28p for at least 5 consecutive
business days
** Exercisable in the event mid market price of DevClever Holdings Plc is or exceeds 55p for at least 5 consecutive
business days
Of the 60,895,833 outstanding warrants (2019: 12,890,000 warrants), 48,395,833 warrants (2019: 12,890,000)
were exercisable.
58
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
18. SHARE CAPITAL (continued)
Warrants exercised in 2020 resulted in 2,666,667 shares (2019: Nil shares) being issued at a weighted average
price of £0.054 each (2019: £nil each). The related weighted average share price at the time of exercise was £0.34
(2019: £nil) per share. The related transaction costs, amounting to £nil (2019: £nil), have been netted off against
the proceeds received.
In addition to warrants bundled with the fresh issue of shares during private placings, the company entered into
the following transactions where warrants were issued:
On the 1 November 2019 Asimilar Group Plc issued 5,000,000 warrants to company Directors with an exercise
price of 10.00p and a vesting date of 3 December 2019. The fair value at the grant date of these warrants has been
determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the
warrants of £205,000 has been expensed as directors remuneration in accordance with IFRS 2 share based
payments and the Group’s accounting policy outlined in note 2.10. These share based payments are also disclosed
in note 19 and the directors remuneration report.
On 12 March 2020 Asimilar Group Plc issued 3,500,000 warrants with an exercise price of 60.00p and a vesting
date of 1 October 2020 for £nil consideration. The warrants were issued as compensation to potential investors
due to cancellation of a private placing. The fair value of these warrants has been determined through an actuarial
valuation using an adjusted binomial model. The aggregate fair value of the warrants of £119,500 has been
expensed as finance costs.
On 30 August 2020 as part consideration for the acquisition of ICJL Asimilar Group Plc granted warrants to
subscribe for up to 9,000,000 Asimilar ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. These
were granted to Mark Horrocks and have been disclosed in the Directors remuneration report. The warrants
represent derivatives over own equity and have been recognised as derivative financial liabilities. At the balance
sheet date the aggregate fair value of these warrants of £1,669,500 has been determined through a 3rd party
actuarial valuation using a Monte Carlo model that is consistent with the mathematics underlying the Black
Scholes formula.
Warrant Reserve
As at 1 October
Premium attributable to bundled warrants issued as part of private
placing (warrant reserve)
At 30 September
2020
£
-
157,813
2019
£
-
-
-----------------------
157,813
===========
-----------------------
-
===========
19.
SHARE BASED PAYMENTS
On the 1 November 2019 Asimilar Group Plc issued 5,000,000 warrants to company Directors with an exercise
price of 10.00p and a vesting date of 3 December 2019. The fair value at the grant date of these warrants has been
determined through an actuarial valuation using an adjusted binomial model. The aggregate fair value of the
warrants of £205,000 has been expensed as directors remuneration in accordance with IFRS 2 Share Based
payments and the Group’s accounting policy outlined in note 2.10.
59
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
19. SHARE BASED PAYMENTS (continued)
On 12 March 2020 Asimilar Group Plc issued 3,500,000 warrants with an exercise price of 60.00p and a vesting
date of 1 October 2020 for nil consideration. The warrants were issued as compensation to potential investors due
to cancellation of a private placing. The fair value of these warrants has been determined through an actuarial
valuation using an adjusted binomial model. The aggregate fair value of the warrants of £119,500 has been
expensed as finance costs.
The fair value of warrants granted during the period, determined using the adjusted binomial model, was £0.041
per warrant . The significant inputs into the model were a weighted average share price of £0.09 at the grant date,
the exercise price shown above, volatility of 94% , dividend yield of 0% , the assumption that warrants are
subscribed for when 100% in the money, and an annual risk-free interest rate equal to the yield on zero coupon
yield curve of UK gilts at the issue dates. The volatility measured at the standard deviation of continuously
compounded share returns is based on statistical analysis of daily share prices over the last year.
These share based payments are also disclosed in the directors remuneration report.
The total value of share based payments recognised as expenditure during the year was £324,500 (2019: £Nil).
This amount has also been credited to equity in accordance with the provisions of IFRS 2: Share Based
Payments.
20.
ULTIMATE CONTROLLING PARTY
The Group is admitted to AIM and there is no individual controlling party. The Directors’ Report provides details
of those shareholders with an individual holding exceeding 3% of issued share capital.
21.
RELATED PARTY DISCLOSURES
Directors' remuneration is shown in Note 9. There were no key management personnel other than the Directors
(2019: none).
On acquisition of Intrinsic Capital (Jersey) Limited had a liability to Mark Horrocks of £319,036. £250,000 was
paid back on 9 September 2020. The balance still outstanding at 30 September 2020 was £69,036 (2019: £nil).
During the year Kepstorn Solicitors provided legal and advisory service to the Asimilar Group Plc. Donald Stewart
is a partner in the firm. Total of service provided amounted to £125,340. (2019: £nil). These were fully paid during
the year. There were no outstanding amounts at the year end.
There were no other transactions falling within the scope of IAS 24 Related Party Disclosures.
22.
POST BALANCE SHEET EVENTS
On 20 October 2020 Asimilar Group Plc granted Mark Horrocks director warrants to subscribe for 1,000,000 new
ordinary shares at 30p. The warrants expire on 21 October 2023.
On 28 October Asimilar Group Plc issued 350,000 new ordinary shares as a result of an exercise of warrants at 5p.
On 30 November 2020 Asimilar Group Plc assigned its Sentiance Loan of €3,000,000 to MESH Holdings Plc and
received the full amount in settlement.
On 7 December 2020 Asimilar Group Plc invested further £298,204 in Magic Media Works Limited by way of
Loan Notes of £1.00 each Interest will be paid on the loan notes at 5%, payable annually in arrears on the
anniversary of the loan note subscription. The loan notes expire on 31 January 2026. Should MMW not be in a
position to satisfy the interest payment in cash it can elect to satisfy the interest through the issuance of further
loan notes or shares to the loan note holder.
60
ASIMILAR GROUP PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 30 SEPTEMBER 2020
22. POST BALANCE SHEET EVENTS (continued)
Each loan note has a warrant attached which gives the holder the right to subscribe for a share in Magic Media
Works Limited (“MMW”) at £1 per share at any time during the life of the loan note. The exercise of the warrants
can be carried out by offsetting the exercise subscription due against the outstanding loan amount, effectively
resulting in a cashless exercise. The subscription forms part of a wider equity and loan note fundraise of up to
£13m by MMW which is being led by Sun Capital Partners. The equity subscription is being carried out at £1.00
per share. The fundraise will be conducted in two rounds: the first at £1.00 per share; and the second, to be
conducted in early 2021, at £1.10 per share. Asimilar has the right, but not the obligation, to retain its equity
position in the second round of financing.
On 19 January 2021 Asimilar Group Plc issued 400,000 new ordinary shares as a result of an exercise of warrants
at 5p.
On 22 January 2021 Asimilar Group Plc issued 666,667 new ordinary shares as a result of an exercise of warrants
at 5p.
On 23 February 2021 Asimilar Group Plc issued 281,250 new ordinary shares as a result of an exercise of warrants
at 30p.
The Group made the following investments through its 100% subsidiary Intrinsic Capital Jersey Limited (ICJL):
On 9 November 2020 ICJL invested £250,000 in SeeQuestor Limited for 16,892 ordinary shares
On 1 December ICJL announce the exercise of the tranche 2 of the DevClever option for 20,000,000 shares at 10p.
On 31 December 2020 ICJL invested a further £250,000 in SeeQuestor Limited for 16,892 ordinary shares. ICJL
was also granted a 1 for 1 warrant to subscribe for further new ordinary shares in SeeQuestor. These warrants
will also apply to the previous investment of £250,000 announced on 9 November 2020. The warrants are
exercisable from the date of grant until 31 December 2021 and will exercise at a discount to the subscription price
of this investment round.
On 26 January the tranche 2 investment in Dev Clever option announced on 1 December 2020 became
unconditional. ICJL now owns 40,000,000 shares in Dev Clver.
On 25 February 2021 ICJL, assigned its right to subscribe for up to 30 million ordinary shares in Dev Clever at 10
pence per share ("Subscription Rights") to Sitius Limited ("Sitius"). Sitius is an investment vehicle wholly owned
by Dr David von Rosen. The consideration for the assignment is £3 million in cash.
In addition, ICJL transferred a warrant to subscribe for 15 million new ordinary shares of Dev Clever at 25 pence
per Dev Clever share to Sitius for a consideration of £500,000 in cash. ICJL retains a warrant to subscribe for 35
million new ordinary shares in Dec Clever at 25 pence per Dev Clever Share.
On 17 March Dev Clever published its prospectus, resulting in the completion of the final investment of
£3,000,000 via the exercise of the option to acquire a further 30,000,000 shares. ICJL now hold 70,000,000
shares and 35,000,000 warrants exercisable at 25p.
On 29 March 2021, the Company announced that the mid-market closing price of shares in Dev Clever had
exceeded 28 pence for a period of five consecutive Business Days. Therefore 70 per cent of the first tranche of
4,500,000 warrants (equating to 3,150,000 warrants) issued to Mark Horrocks had vested. The 3,150,000 warrants
are exercisable at 0.01 pence per Asimilar ordinary share until 29 March 2023.
61
ASIMILAR GROUP PLC
COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Company Registration Number: 04488281
Notes
IV
IV
IV / VI
VII
VIII
IX
ASSETS
Non-current assets
Investments in financial assets
in financial assets held at
Current assets
Investments in financial assets
Investments
amortised cost
Receivable from group companies
Trade and other receivables
Cash and cash equivalents
TOTAL ASSETS
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables
Derivative financial liabilities
Total liabilities
Equity
Share capital
Share premium account
Merger relief reserve
Warrant reserve
Retained earnings
Total equity
TOTAL EQUITY AND LIABILITIES
2020
£
2019
£
5,489,308
--------------------
5,489,308
--------------------
102,494
2,771,426
3,140,000
181,528
703,963
--------------------
6,899,411
--------------------
2,684,091
--------------------
2,684,091
--------------------
-
-
-
69,466
242,415
--------------------
311,881
--------------------
12,388,719
==========
2,995,972
==========
108,989
--------------------
27,445
--------------------
1,669,500
-
--------------------
1,778,489
--------------------
--------------------
27,445
--------------------
5,213,277
14,327,636
279,900
157,813
(9,368,396)
---------------------
5,207,754
7,864,973
-
-
(10,104,200)
---------------------
10,610,230
---------------------
12,388,719
==========
2,968,527
---------------------
2,995,972
==========
The profit for the parent company for the year was £411,304 (2019 – loss £731,784)
The financial statements were approved and authorised for issue by the board of directors on 30 April 20121 and were
signed below on its behalf by
John Taylor
Chairman
62
ASIMILAR GROUP PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Share
Capital
£
Share
Premium
Account
£
Merger
Relief
Reserve
£
Warrant
Reserve
Retained
Earnings
£
Total
£
At 1 October 2018
5,206,954
7,574,273
-
-
-
-
-
-
(9,372,416)
3,408,811
(731,784)
(731,784)
Total comprehensive
expenses for the year
Transactions with owners
Shares issued
Cost of new issue
At 1 October 2019
Total comprehensive
income for the year
Share based payments
Issue of warrants
Transactions with owners
Shares issued
Cost of new issue
At 30 September 2020
800
-
-----------------
5,207,754
299,200
(8,500)
------------------
7,864,973
-
-
----------------
-
-
-
-
-
-
-
-
-
-
-
-
-
----------------
-
-
-
-
157,813
-
-
--------------------
(10,104,200)
300,000
(8,500)
------------------
2,968,527
411,304
-
324,500
-
411,304
-
324,500
157,813
5,523
-
-----------------
5,213,277
=========
6,580,097
(117,434)
------------------
14,327,636
==========
279,900
-
--------------------
279,900
==========
-
-
____________
157,813
===========
-
-
--------------------
(9,368,396)
===========
6,865,520
(117,434)
------------------
10,610,230
=========
Share capital
Represents the par value of shares in issue.
Share premium
Represents amounts subscribed for share capital in excess of its nominal value, net of directly attributable issue costs.
Merger relief reserve
Represents premium on shares issued in connection with the acquisition of Intrinsic Capital Jersey Limited, recognised in
accordance with S162 of the Companies Act 2006.
Retained earnings
Represents accumulated losses to date.
Warrant reserve
Represents the fair value of placing warrants issued.
63
ASIMILAR GROUP PLC
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
Operating activities
Profit / (Loss) for the year
Adjustments for:
(Increase) / decrease in trade and other receivables
Increase / (decrease) in trade and other payables
Net finance(income) / cost
Derivative fair value movement
Unrealised gains on remeasurement to fair value
Impairment of investments
Share based payments
Other income (non-cash transaction)
Net cash used in operating activities
Investing activities
Payments to acquire investments
Loans made
Payments to group companies
Net finance income
Net cash used in investing activities
Financing activities
Net proceeds from issue of shares
Net cash generated from financing activities
2020
£
2019
£
411,304
(731,784)
(112,061)
81,579
(49,004)
(436,500)
83,365
-
324,500
(1,140,000)
-------------------
(836,817)
-------------------
(606,026)
(2,722,422)
(2,000,000)
914
-------------------
(5,327,534)
-------------------
6,625,899
------------------
6,625,899
-------------------
17,520
(5,249)
426
-
52,930
446,974
-
-
-------------------
(219,183)
-------------------
(100,000)
-
(426)
-------------------
(100,426)
-------------------
291,500
------------------
291,500
-------------------
Net increase / (decrease) in cash and cash equivalents
461,548
(28,109)
Cash and cash equivalents at the start of the year
Cash and cash equivalents at the end of the year
Cash and cash equivalents consist of:
Cash and cash equivalents
242,415
------------------
703,963
------------------
270,524
------------------
242,415
------------------
703,963
=========
242,415
=========
The Company had no debt in either period, therefore no debt net reconciliation has been presented.
64
ASIMILAR GROUP PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
I.
GENERAL INFORMATION
Asimilar Group Plc is a public limited company which is listed on the Alternative Investment Market (AIM) and
incorporated and domiciled in the UK. The address of its registered office is 4 More London Riverside, London,
SE1 2AU.
II.
ACCOUNTING POLICIES
The separate financial statements of the Company are presented as required by the Companies Act 2006.
As permitted by the Act the separate financial statements have been prepared in accordance with International
Financial Reporting Standards as adopted by the European Union. The principal accounting policies adopted are the
same as those set out in note 4 to the consolidated financial statements except as noted below:
Valuation of investments
Investments in subsidiaries are stated at cost less any provision for impairment in value.
III.
INCOME FOR THE FINANCIAL PERIOD
The Company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not
presented its own profit and loss account in these financial statements. The Company’s Income for the year was
£411,305 (2019: Loss of £731,784).
All staff employed under Asimilar Group Plc and staff numbers are shown in note 6. Total staff costs total
£439,910 (2019: £112,824).
65
ASIMILAR GROUP PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
IV
FINACIAL INSTRUMENTS
Non-Current
Investments in financial assets designated at fair
value through profit or loss (see below for
movement analysis)
Investments in subsidiary at cost (note V)
Current
Investments designated at fair value through
profit or loss
Financial assets carried at amortised cost – loans
Financial assets carried at amortised cost –
amounts owed by group undertakings
Trade receivables carried at amortised cost
Financial assets designated at fair value
through profit or loss
Non – Current
Fair value of investments brought forward
Purchases during the year
Net unrealised loss in fair value
Disposals
Realised gain on disposal
Fair value of investments carried forward
2020
£
2019
£
3,091,908
2,397,400
----------------------
5,489,308
102,494
2,771,426
3,140,000
152,035
----------------------
6,165,955
===========
11,655,263
===========
2,684,091
1,611,180
(83,363)
(1,140,000)
20,000
----------------------
3,091,908
===========
2,684,091
-
----------------------
2,684,091
-
-
61,833
----------------------
61,833
===========
2,745,924
===========
3,083,995
100,000
(499,904)
-
-
----------------------
2,684,091
===========
The financial asset held at amortised cost constitutes an arm’s length interest bearing short term loan of £2,771,426
(2019: £nil) that was repaid in full shortly after the year end and an intra group loan of £3,140,000.
Details of the investments held are given in the Chairman’s statement.
66
ASIMILAR GROUP PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MARCH 2019
V.
FIXED ASSET INVESTMENTS IN SUBSIDIARY
Total cost of investment as at 30 September 2020 (additions)
2020
£
2,397,400
_________
On 30 August 2020 Asimilar acquired the entire ordinary share capital of Intrinsic Capital (Jersey) Limited
(“ICJL”). The consideration paid was a fresh issue of 1,000,000 Asimilar ordinary shares and warrants to subscribe
for up to 9,000,000 ASIMILAR ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. No balance
existed prior to 30 August 2020, therefore no previous movement analysis is presented.
Refer to note 5 for further details regarding the acquired subsidiary and corresponding treatment in the
consolidated financial statements.
At year end the Company had the following wholly owned subsidiary:
Intrinsic Capital (Jersey) Limited
100%
Registered Office: 2nd Floor, The Le Gallais Building, 54 Bath Street, St Helier, Jersey, JE1 1FW, Channel
Islands
VI.
TRADE AND OTHER RECEIVABLES
Trade receivables
Prepayments and accrued income
Other receivables
Note IV
Note IV
Amounts due from subsidiary undertakings
VII.
TRADE AND OTHER PAYABLES
Trade payables
Accruals and deferred income
Other taxes and social security
67
2020
£
15,000
29,493
137,035
-------------------
181,528
3,140,000
-------------------
3,321,528
=========
2020
£
57,915
46,901
4,173
---------------
108,989
========
2019
£
27,600
7,633
34,233
-----------------
69,466
-
-----------------
69,466
========
2019
£
5,877
18,420
3,148
---------------
27,445
========
ASIMILAR GROUP PLC
NOTES FORMING PART OF THE COMPANY FINANCIAL STATEMENTS (continued)
FOR THE YEAR ENDED 31 MARCH 2019
VIII. DERIVATIVE FINANCIAL
LIABILITIES
Derivative liabilities (see note 14(c) for movement analysis)
2020
£
2019
£
1,669,500
========
-
========
On 30 August 2020 as part consideration for the acquisition of ICJL Asimilar Group Plc granted warrants to subscribe for
up to 9,000,000 ASIMILAR ordinary shares in 2 tranches of up to 4,500,000 warrants per tranche. The warrants represent
derivatives over own equity and have been recognised as derivative financial liabilities.
Refer to note 3 for further details regarding the valuation of derivative financial liabilities.
Refer to note 4 for sensitivity analysis on changes to financial liabilities carried at fair value.
The fair value of the warrants on issue as at 30 August 2020 was £2,106,000 (as outlined in note 5). The change
in the fair value of the warrants from £2,106,000 to £1,669,500 as at 30 September 2020 represents a fair value
gain to the Company of £436,500 which has been recognised in the income statement.
IX
SHARE CAPITAL
Details of share capital are shown in note 18.
68