Primorus Investments plc
Financial statements
For the year ended 31 December 2022
Registered number: 03740688
Primorus Investments plc
Company Information
Directors
Matthew Paul Beardmore
Hedley Stuart Clark
Rupert Labrum
Company secretary
Simon William Holden
Registered number
03740688
Registered office
Independent auditor
Bankers
Solicitors
Registrars
Nominated Adviser & Broker
48 Chancery Lane
C/O Keystone Law (Attn: S Holden)
London
WC2A 1JF
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
Barclays Bank plc
One Churchill Place
London
E14 5HP
Keystone Law Limited
48 Chancery Lane
London
WC2A 1JF
Share Registrars Limited
The Courtyard
17 West Street
Farnham
GU9 7DR
Cairn Financial Advisers LLP
9th Floor
107 Cheapside
London
EC2V 6DN
Page 1
Primorus Investments plc
Contents
Chairman's report incorporating the strategic report
Directors' report
Governance report
Independent auditor’s report
Statement of Profit or Loss and Other Comprehensive Income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Page
3 - 6
7 - 10
11 -15
16 - 20
21
22
23
24
25 - 43
Page 2
Primorus Investments plc
Chairman's Report incorporating the Strategic Report
For the year ended 31 December 2022
Overview
I am pleased to present the Chairman’s Statement and Strategic Report for the financial results of Primorus Investments
plc (“Primorus” or the “Company”) for the year ended 31 December 2022.
Introduction
The period under review was one again of significant change. The COVID-19 pandemic was overtaken by the events of the
Russian invasion of Ukraine. Global interest rates have risen as central banks attempt to stem the rise of inflation. This
has made for an uncertain macro-economic environment as companies, especially small caps, have struggled where cheap
liquidity is no longer available. Primorus has remained in a favourable position where it has not needed to raise new
funds.
It has again been pleasing to see the progress made by several of our investee companies which have taken the
opportunity to grow significantly. Some of the investee companies have continued to struggle in this economic
environment and will need to raise capital – we took the view that some of these legacy investments will not be core to
Primorus in the future. We have and will continue to look for opportunities to divest our holdings in them. Any non-
material divestments will be updated on the website.
Concurrent with reviewing the Company’s existing investments, the management team was also presented with many
new proposals and opportunities during the period. The management team carefully reviewed each opportunity in
accordance with the strategy highlighted last year and decided to invest in one new company this year, Interpac Limited,
with further details set out below.
The Directors continue to align themselves with shareholders as demonstrated by numerous share purchases by Directors
on the market culminating in a current combined Director holding of over 25% of shares in issue.
Investment highlights
• The Company made a new investment of £250,000 into Interpac Ltd (“Interpac”). Interpac was founded in 2013 to
create a new corrugation process for the manufacture of cardboard which is more cost-efficient and environmentally
friendly than current manufacturing processes.
• In February 2022, the Company divested its convertible loan notes (“CLNs”) issued by Mustang Energy PLC (“Mustang”),
a special purpose acquisition company listed on the Standard list of the London Stock Exchange’s main market “Standard
List”). Due to Mustang not being in a position to complete its reverse takeover and readmission by the applicable
maturity date, Primorus exercised its right to enact the backstop arrangement. Under this provision Primorus converted
its CLN into a new CLN with Bushveld Minerals PLC (“BMN”).
In 2022, two tranches of the CLN were exercised and the resulting holding of BMN shares were sold into the market. The
remainder of the CLN will either be converted or the balance plus interest of 10% repaid in July 2023.
• The Company’s investment into Alteration Earth PLC (“ALTE”) commenced trading on the Standard List on 1st July 2022.
ALTE is still seeking a reverse acquisition target. We look forward to ALTE fulfilling its strategy and delivering a value
enhancing outcome for its shareholders.
• Fresho Pty Ltd (“Fresho”) had another successful year and continued to progress throughout 2022. Engagement
continues to increase year on year and this resulted in an annualized gross merchandise volume of +60% to $1.9bn.
Orders increased 50% to 370,000 per month with 45% more venues. This resulted in revenue increasing by 60%. With
continued planned investment further significant growth is forecasted.
• The Payapps group (“Payapps”) has continued to perform well during 2022 with both sales and revenue growth
increasing over the comparative period for 2021. This growth reflects the investments made in the business in 2021 and
has been supported by largely positive macroeconomic conditions in Australia and the UK post COVID lockdowns in 2021.
Sales results have been very strong within all regions achieving a record sales year.
Page 3
Primorus Investments plc
Chairman's Report incorporating the Strategic Report (continued)
For the year ended 31 December 2022
• Engage Technology Partners Limited (“Engage”), the end-to end workforce management platform provider looked to
move their focus towards Managed Service Providers. This will allow Engage to scale up and to expand internationally. As
Engage moved away from Outsourced Payroll they have managed to exceed their pre Covid revenues and allow future
revenues to now come purely from SaaS products.
• SOA Energy (“SOA”) SOA is working on acquiring new offshore assets and creating a new partnership with a European oil
major company after which SOA intends to seek a listing on the London Stock Exchange in Q4 2023.
• Clean Power Hydrogen (“CPH2”) encountered a number of issues. Supply chain problems meant commissioning and
delivery of its first MF220 units experienced delays and therefore impacted planned commissioning schedules. A further
issue was identified in the design and operation of the cryostat unit. The appointment of a CTO and the manufacturing
agreement with Fabrum Solutions Ltd will hopefully lead to a swift resolution and accelerate the delivery of the
technology to an ever-growing market.
Primorus holds several legacy investments which do not form part of its long-term strategy and which the Board considers
a distraction to the Company’s current and strategic future goals. Consequently, the Company intends to dispose of these
investments when there is a suitable liquidity event, or a fair value offer is available.
The legacy investments include Sport80, WeShop, Stream TV and MEVIE. These investments are now classified on the
website under non-core investments. In 2022 we have sold the majority of our holding in Supernatural Foods and Nomad
Energy is in the process of liquidation. Since the year-end, we have disposed of our entire holdings in Truspine and Rogue
Baron.
Primorus will continue to actively manage its investments and liquidity which may involve holding certain market
tradeable investments. Where active management involves non-material transactions, it will not be reported via an RNS,
but instead, the Company’s website shall be updated periodically to reflect any changes to the investments held by the
Company. These changes may include the purchase of additional shares or the disposal in part or in whole of any
individual investment.
Financial highlights
The operating loss for the year was £1.513 million (2021: loss of £0.041 million). The net loss after tax was £1.484 million
(2021: profit of £0.109 million). Total assets including cash at 31 December 2022 amounted to £7.656 million (2021:
£8.990 million).
The cash balance was £0.114 million as at 31 December 2022 (2021: £0.941 million)
Investee companies
The majority of the Company’s investments in underlying investee companies are minority investments. Whilst we may
offer advice to management of the investee companies, specifically pertaining to their business objectives and goals, they
can and sometimes do ignore such advice. Similarly, those investee companies which are privately held do not have
similar disclosure obligations to publicly quoted companies and therefore any updates they provide in relation to their
businesses can be piecemeal and, in certain cases, non-existent save where the Board specifically requests an update.
Primorus has no operational capacity insofar as it pertains to any of its investee companies, and whilst the Board will look
to structure investments in a format where Primorus can have a high degree of oversight, this was not done with the
Company’s historic investments and, as such, there are inherent risks in that investee companies are not as accountable
to the Company as the Board would prefer them to be. The Board intends, wherever possible, to seek more oversight in
any significant new investments which the Company makes into private companies or unquoted public companies. It is
unlikely the Company will make investments into either such companies unless there is a clear route to a relatively near-
term liquidity event such as a trade sale or an IPO.
Page 4
Primorus Investments plc
Chairman's Report incorporating the Strategic Report (continued)
For the year ended 31 December 2022
In relation to its investment in Alteration Earth PLC, the Company has a nominated director on the board to ensure there
is oversight on behalf of Primorus. This is a significant step for the Company because it is the first investment where the
Company will get an insight into the operation of the investee company and be able to actively voice its opinions,
concerns and constructive advice instead of being informed of decisions after the event. Hedley Clark has also been
appointed as a Non-Executive director on the board of Interpac.
Summary and Outlook
The year under review saw the Company start to gain some meaningful traction. Although there have been several
headwinds for Primorus and the markets in general, the Board feels the Company is in a strong position to take advantage
of opportunities as they present themselves. The drive to net zero carbon is clearly necessary for the benefit of the wider
community and the Board feels that it can position Primorus in this investment space for the benefit of the Company and
its shareholders.
The Company did not need to raise any capital in 2022 and the Board sees no immediate need to do so due to the
Company’s holdings of liquid instruments and cash. The Board is not ruling out the possibility of raising capital if the right
opportunity presents itself, but at the time of writing the Company is not considering any potential investments which
would necessitate a capital raising to be undertaken.
The management team of the Company was awarded share options to incentivise the future growth of the Company.
These options have since been cancelled, at the unanimous decision of the management team members, to better align
the interests of the management team with the interests of the Company’s shareholders. I anticipate that all
shareholders would prefer that the management team be awarded a non-dilutive means of remuneration if their
performance merits such award. This also aligns with our decision last year to complete a capital reduction, which
provided a further means of potentially rewarding shareholders, either by means of a share buyback or the payment of
dividends.
The Board will continue to look at innovative ways to enhance the Company’s value which may involve looking at various
alternative company structures.
It is also important to enhance clarity of those investments which the Company holds. In the past, it has been hard to get
an accurate valuation of some of our investments but as we move towards investments with greater liquidity this should
enable the Company to be valued at a more realistic value to its net asset value (“NAV”). Whilst it is usual for investment
companies to trade at a discount to their NAV, the Board believes the Company to be significantly undervalued given its
current share price and resultant market capitalisation. The Company’s positioning into holding more liquid investments
should hopefully ensure it trades closer to its NAV.
We remain highly focused on costs, especially in these inflationary times and will always focus on efficiency whilst working
to achieve shareholder value.
The Board would like to thank all shareholders for their continued support and understanding in this period of unsettling
and exceptional circumstances and wish them well during this time.
2023
The Board remains committed to its strategic criteria for each new investment and has reiterated the core requirements
below:
• It must enable Primorus the opportunity to acquire a meaningful stake in the investee company.
• A clear and realistic exit route must be in place.
• There should be an opportunity for the Board to play an active role in the investee company’s development.
• The Board and the investee company’s management team must share a common vision and strategic alignment.
• The investment committed by the Company will be proportionate to the risk/reward opportunity.
• There should be a greater opportunity for the Company’s shareholders to benefit directly from the increase in capital
values from each investment.
Page 5
Primorus Investments plc
Chairman's Report incorporating the Strategic Report (continued)
For the year ended 31 December 2022
Our operational targets for the remainder of 2023, in line with our investing policy, are:
• To continue to focus on applying financial resources diligently, with controlled corporate costs and focused investment.
• To continue to build working capital, preferably through organic means, by exiting investments which have generated
significant returns on investment.
• To continue to build our external network and to develop our managerial team to provide confidence in the market of
our abilities to achieve our strategic business objective of identifying significant value-enhancing investment
opportunities.
• To proactively continue the work the Board has already started to achieve with the crystallisation of value from certain
investment opportunities which it has identified.
• To continue to review new opportunities and where financially and operationally practical to make investments in such
opportunities which present the most upside to the Company.
• To retain sufficient capital resources through cash or liquid investments to enable the Company to have access to
immediate capital for the purposes of deploying into larger positions that are the most strategically aligned opportunities.
• To divest the non-core investments when suitable liquidity events arise, or fair value can be achieved by alternative
means.
Statement in accordance with section 172 of the Companies Act 2006
As required by section 172 of the Companies Act 2006, a director of a company must act in a way they consider, in good
faith, would most likely promote the success of the company for the benefit of its shareholders. In doing this, the director
must have regard, amongst other matters, to the:
• likely consequences of any decision in the long term;
• interests of the Company’s employees;
• need to foster the Company’s business relationships with suppliers, customers and others;
• impact of the Company’s operations on the community as well as the environment;
• company’s reputation for high standards of business conduct; and
• need to act fairly as between members of the Company.
As a Board our aim is always to uphold the highest standards of governance and business conduct, taking decisions in the
interests of the long-term sustainable success of the Company, generating value for our shareholders and contributing to
wider society. We recognise that our business can only grow and prosper over the long term by understanding the views
and needs of our stakeholders. Engaging with stakeholders is key to ensuring the Board has informed discussions and
factors stakeholder interests into decision-making.
The Board of Directors is collectively responsible for formulating the Company's strategy, which is to invest in businesses
where prospects appear to be exceptional at an attractive price and deliver good risk-adjusted investment returns to the
shareholders. The Board places equal importance on all shareholders and strives for transparent and effective external
communications, within the regulatory confines of a listed company. The primary communication method for regulatory
matters and matters for material substance is through the Regulatory News Services (RNS).
As always, I am available for any shareholder to contact me directly about any concerns or suggestions they may have.
Details of the Board’s decisions for the year ending 31 December 2022 to promote long-term success, and how it
engaged with stakeholders and considered their interests when making those decisions, can be found throughout the
Chairman’s Statement, Directors’ Report and Corporate Governance Statements.
Rupert Labrum
Date
15 June 2023
Page 6
Primorus Investments plc
Directors' Report
For the year ended 31 December 2022
The directors present their report and the financial statements for the year ended 31 December 2022.
Principal activity
Primorus Investments plc is an investing company with a focus to establish and/or acquire a diverse portfolio of direct and
indirect interests in companies and/or projects at any stage of their development or operational lifecycle. With a
particular focus on the natural resources, energy, clean technology, financial technology, business technology,
infrastructure, property, consultancy, brand licensing and leisure sectors. However, the Company will consider
opportunities in all sectors as they arise if the Board considers there is an opportunity to generate potential value for
Shareholders. The Company will consider possible opportunities anywhere in the world.
Results and dividends
The loss for the year, after taxation, amounted to £1,484,000 (2021 - profit £109,000). The Directors do not recommend
payment of a dividend (2021: £nil).
Business review
A review of the business for the year, and future developments are set out in the Chairman's Statement incorporating the
Strategic Report on pages 3 to 6.
Post year end events
Details of significant events occurring since the year end are set out in note 18.
Directors' remuneration and interests
The company remunerates the Directors at a level commensurate with the size of the company and the experience of its
Directors. The Remuneration Committee has reviewed the Directors' remuneration and believes it upholds the objectives
of the company with regard to this issue. Details of the Directors' emoluments and payments made for professional
services rendered are set out in Note 6 of the Financial Statements.
All the Directors below served throughout the period unless otherwise stated:
Rupert Labrum
Executive Chairman
Matthew Beardmore
Chief Executive Officer
Hedley Clark
Non-executive Director
Page 7
Primorus Investments plc
Directors' Report (continued)
For the year ended 31 December 2022
Substantial shareholding
At 9th June 2023, the Company was aware of the following substantial shareholdings in the ordinary share capital, over 3%:
Shareholder
HSDL Nominees Limited
Interactive Investor Services Nominees Limited
Hargreaves Lansdown (Nominees) Limited
Rock Nominees
John Alexander Melvin Hemming**
Lawshare Nominees
JIM Nominees Limited
Barclays Direct Investing Nominees
Stephen Ball**
Number of
ordinary shares
Percentage
holding
44,426,365
27,783,933
18,765,885
10,253,135
5,592,809
4,954,815
4,743,533
4,542,018
4,210,822
31.77%
19.87%
13.42%
7.33%
4.00%
3.54%
3.39%
3.25%
3.01%
.
** These shareholdings are also included within the nominee accounts stated holdings.
The serving directors hold a beneficial interest in the ordinary share capital of the Company as follows:
Rupert Labrum*
Hedley Clark*
Matthew Beardmore
Number of
ordinary shares
33,650,000
3,081,550
100,000
Percentage
holding
24.06%
2.20%
0.07%
*including connected party holdings.
Suppliers' payment policy
It is the Company's policy to agree appropriate terms and conditions for its transactions with suppliers ranging from
standard terms and conditions to individually negotiated contracts and to pay suppliers according to agreed terms and
conditions, provided that the supplier meets those terms and conditions. The Company does not have a standard code
dealing specifically with the payment of suppliers.
Trade payables at the year end all relate to sundry administrative overheads and disclosure of the number of days
purchases represented by year end payables is therefore not meaningful.
Charitable contributions
During the year the Company made charitable donations amounting to £Nil (2021: £Nil).
Directors' indemnities
The Company has put in place qualifying third party indemnity provisions for all the Directors of the Company which was
in force at the date of approval of this report.
Principal risks and uncertainties
The principal risks and uncertainties facing the Company are detailed within the Governance report.
Page 8
Primorus Investments plc
Directors' Report (continued)
For the year ended 31 December 2022
Internal control
A key objective of the Directors is to safeguard the value of the business and assets of the Company. This requires the
development of relevant policies and appropriate internal controls to ensure proper management of the Company's
resources and the identification and mitigation of risks which might serve to undermine them. The Directors are
responsible for the Company's system of internal control and for reviewing its effectiveness. It should, however, be
recognised that such a system can provide only reasonable not absolute assurance against material misstatement or loss.
Directors' responsibilities statement
The directors are responsible for preparing the Directors' Report and the financial statements, in accordance with
applicable law.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have
elected to prepare the financial statements in accordance with UK-adopted international accounting standards (UKIAS).
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 of the Company for that period. In
preparing the financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether they have been prepared in accordance with UKIAS , subject to any material departures disclosed
and explained in the financial statements;
assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern; and
use the going concern basis of accounting unless they either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
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 responsible for such
internal control as they determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial
statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
Disclosure of information to the auditor
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware,
and
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant
audit information and to establish that the Company's auditor is aware of that information.
Auditor
The auditor, PKF Littlejohn LLP, will be proposed for reappointment in accordance with section 489 of the Companies Act
2006.
Page 9
Primorus Investments plc
Directors' Report (continued)
For the year ended 31 December 2022
Annual general meeting
Notice of the forthcoming AGM will be enclosed separately.
This report was approved by the board on 15 June 2023 and signed on its behalf
Hedley Clark
Director
Page 10
Primorus Investments plc
Governance report
For the year ended 31 December 2022
The Board of Primorus Investments plc are committed to the principles of good corporate governance and believe in the
importance and value of robust corporate governance and in our accountability to our shareholders and stakeholders.
The AIM Rules for companies (as updated on 1 January 2021) required AIM companies to apply a recognised corporate
governance code from 28 September 2018. Primorus has chosen to adhere to the Quoted Company Alliance’s Corporate
Governance Code for Small and Mid-Size Quoted Companies (the “QCA Code”) and listed below are the 10 broad
principles of the QCA Code and the Company’s disclosure with respect to each point.
The Principles of the QCA Code
1.
Principle One
Business Model and Strategy
The Board has concluded that the highest medium and long term value can be delivered to its shareholders by the
adoption of an investing strategy for the Company. Primorus Investments is an investing company with a focus on
establishing and/or acquiring a diverse portfolio of direct and indirect interests in companies and/or projects at any stage
of their development or operational lifecycle with a particular focus on the natural resources, energy, clean technology,
financial technology, business technology, infrastructure, property, consultancy, brand licensing and leisure sectors. The
Company will consider opportunities in all sectors as they arise if the Board considers there is an opportunity to generate
potential value for shareholders. The Company will consider possible opportunities anywhere in the world.
2.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The
Company has close ongoing relationships with its private shareholders. Shareholders and analysts can discuss issues and
provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s
Annual General Meeting. Shareholders also have access to current information on the Company though its website,
www.primorusinvestments.com, and via Rupert Labrum, Executive Chairman, who is available to answer investor relations
enquiries.
3.
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon the efforts of its management team, its
investee companies and stakeholders. The Board is therefore charged with the responsibility to ensure that there is as
close as practicable oversight and contact with its key investee companies and shareholder relationships. Furthermore the
Board considers the wider impacts of any investee company in terms of their social and environmental impacts.
4.
Principle Four
Risk Management
In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring that
procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced
by the Company. The risk assessment matrix below sets out those risks, and identifies their ownership and the controls
that are in place. This matrix is updated as changes arise in the nature of risks or the controls that are implemented to
mitigate them. The Audit Committee reviews the risk matrix and the effectiveness of scenario testing on a regular basis.
The following principal risks and controls to mitigate them, have been identified:
Page 11
Primorus Investments plc
Governance report (continued)
For the year ended 31 December 2022
Activity
Risk
Impact
Control(s)
Financial
Liquidity, market and credit risk Inability to continue as a going
Inappropriate controls and
accounting policies
concern
Reduction in asset values
Incorrect reporting of assets
Regulatory
adherence
Breach of rules
Censure
Strategic
Damage to reputation
Inability to secure new capital
of investments
Inadequate disaster recovery
procedures
Loss of key operational and
financial data
Management Recruitment and retention of
key people
Reduction in operating
capability
Robust capital management
policies and procedures
The board agrees and signs off all
annual reports which detail
accounting policies
Due to size of the company - the
board discusses and agrees all
payments over £25,000
Strong compliance regime
instilled at all levels of the
Company
Effective communications with
shareholders coupled with
consistent messaging to potential
investees
Off-site storage of data
Stimulating and safe working
environment
Balancing salary with longer term
incentive plans
The Directors have established procedures, as represented by this statement, for the purpose of providing a system of
internal control. An internal audit function is not considered necessary or practical due to the size of the Company and the
close day to day control exercised by the Executive Chairman, Rupert Labrum. However, the Board will continue to
monitor the need for an internal audit function. The executive directors work closely with and has regular ongoing
dialogue with the non-executive director who has responsibility for the financial reporting and controls and has
established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
5.
Principle Five
A Well Functioning Board of Directors
As at the date hereof the Board is comprised of: Rupert Labrum (Executive Chairman), Matthew Beardmore (Chief
Executive Officer) and Hedley Clark (Non-Executive Director). Biographical details of the current Directors are set out
within Principle Six below. Executive and Non-Executive Directors are subject to re-election at intervals of no more than 3
years. The Executive Chairman and the Chief Executive Officer are considered to be full time employees whilst the Non-
Executive Director is considered to be part time but is expected to provide as much time to the Company as is required.
The Board elects a Chairman to chair every meeting.
The Board meets formally at least four times per annum but regular contact is maintained so that all directors are
informed of relevant developments and are able to have discussions whenever required. It has established an Audit
Committee and a Remuneration Committee, particulars of which appear hereafter. The Board has agreed that appoint-
ments to the Board are made by the Board as a whole and so has not created a Nominations Committee. The Board
considers that this is appropriate given the Company’s current stage of operations. It shall continue to monitor the need
to match resources to its operational performance and costs and the matter will be kept under review going forward.
Page 12
Primorus Investments plc
Governance report (continued)
For the year ended 31 December 2022
Hedley Clark is considered by the Board to be an Independent Director. The Board notes that the QCA recommends a
balance between executive and non-executive Directors and recommends that there be two independent non-executives.
As it has only one independent non-executive director, the Board does not currently fully comply with this requirement
and will consider making further appointments as the scale and complexity of the Company grows, which is expected to
be when the Company achieves a market capitalisation of over £10 million.
Attendance at Board and Committee Meetings
The Company shall report annually on the number of Board and committee meetings held during the year and the
attendance record of individual Directors. In the financial year there were 12 board meetings and all the Directors
attended all of the meetings. To be efficient, the Directors meet formally and informally both in person and by telephone.
6.
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of three Directors. The Company believes that the current balance of skills in the Board as a
whole, reflects a very broad range of commercial and professional skills across geographies and industries and each of the
Directors has experience in public markets.
The Board recognises that it currently has a limited diversity and this will form a part of any future recruitment
consideration if the Board concludes that replacement or additional directors are required.
The Board shall review annually the appropriateness and opportunity for continuing professional development whether
formal or informal. Currently each of the board are involved in financial markets and increase their awareness and skills
via reading and participation in commercial transactions from time to time.
Mr Rupert Labrum
Executive Chairman
Rupert Labrum is a former investment banker, who retired after a successful career in the City of London. He was involved
with Treasury and funding operations of international banks and building societies. He worked as a fund manager at
Gartmore Investment Management and previously ran a proprietary derivatives trading desk at Deutsche Bank. Over the
last several years, Mr Labrum has been an active investor in multiple private and publicly quoted companies. He has held
notifiable positions in several AIM-quoted companies, and is the Company’s largest shareholder, holding an aggregate
interest in its shares of approximately 24%.
Mr Matthew Beardmore
Chief Executive Officer
Matthew Beardmore is a practising solicitor and commercial manager. He has acted on many investments, commercial
transactions, property transactions and major projects amounting to several billion pounds during his career. Mr
Beardmore was previously a non-executive director of AIM-quoted lnfraStrata plc, where he was instrumental in both
completing and managing the company’s EU grant applications.
Mr Hedley Clark
Non-executive Director
Hedley Clark is a Fellow of the Institute of Chartered Accountants in England and Wales. After nine years working in
private practice, the last five at KPMG, he left to take up senior financial and management roles in various companies
where he gained a wealth of international business experience. This included two successful start-ups. Up until the sale of
the business in 2021, for the previous 12 years, Mr Clark’s principal role had been as Managing Director of Credence
Background Screening Limited, a successful background screening company which, since his initial involvement in 2009,
saw significant revenue and profits growth.
Page 13
Primorus Investments plc
Governance report (continued)
For the year ended 31 December 2022
7.
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committee and individual Directors is undertaken on an annual basis in the form of
informal discussions The annual report details the progress which the board and company has made for the year.
No succession planning is deemed necessary at this point due to the small size of the company.
Each director is also assessed by shareholders on a three year rotation basis at AGM when their re-appointment is due.
8.
Principle Eight
Corporate Culture
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a
whole and that this will impact its performance. The Board is aware that the tone and culture set by the Board will greatly
impact all aspects of the Company as a whole. The corporate governance arrangements that the Board has adopted are
designed to ensure the Company delivers long term value to its shareholders and that shareholders have the opportunity
to express their views and expectations for the Company in a manner that encourages open dialogue with the Board.
A large part of the Company’s activities are centered upon what needs to be an open and respectful dialogue with
investee companies and investors and other stakeholders. Therefore, the importance of sound ethical values and
behaviors is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board places great
import on this aspect of corporate life and seeks to ensure that this flows through all that the Company does.
The directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback
and enabling positive and constructive challenge. The Company has adopted a code for Directors’ and employees’
dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the
requirements of the retained EU law version of the Market Abuse Regulation that has applied since 31st December 2020.
9.
Principle Nine
Maintenance of Governance Structures and Processes
The Board provides strategic leadership for the Company and operates within the scope of a strong corporate governance
framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values
and practices that operate throughout the business, and defining the strategic goals that the Company implements in its
business plan.
The Board defines a series of matters reserved for its decision and has approved terms of reference for its audit and
remuneration committees to which certain responsibilities are delegated.
The chair of each committee reports to the Board on the activities of that committee.
Audit Committee
The Audit Committee has primary responsibility for ensuring that the financial performance of the Company is properly
measured and reported on, reviewing the interim financial information and annual financial statements before they are
submitted to the Board. The committee also reviews, and reports on, reports from the Company’s auditors relating to its
accounting controls. It makes recommendations to the Board on the appointment of auditors and the audit fee. The
committee monitors the scope, results and cost-effectiveness of the audit. It has unrestricted access to the Company’s
auditors.
The current committee members are Hedley Clark (Chairman) and Rupert Labrum.
Page 14
Primorus Investments plc
Governance report (continued)
For the year ended 31 December 2022
Remuneration Committee
The Remuneration Committee is chaired by Hedley Clark. The Remuneration Committee reviews the performance of the
executive directors and employees and makes recommendations to the Board on matters relating to their remuneration
and terms of employment. The Remuneration Committee also considers and approves the granting of share options
pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company’s Remuneration
Policy.
Nominations Committee
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a
Nominations Committee.
Non-Executive Directors
The Board currently has one non-executive director.
Due to the small size of the Company, it is deemed not necessary to appoint further non-executive directors until the
Company’s market capitalisation exceeds £10 million.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to
promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill
and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare
any interest in a proposed transaction or arrangement. There are no plans at this stage to increase the governance
framework until the Company’s market capitalisation exceeds £10 million.
10.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The
Company has close ongoing relationships with its private shareholders. shareholders and analysts have the opportunity to
discuss issues and provide feedback at meetings with the Company and are encouraged to attend the Company’s Annual
General Meeting.
Investors also have access to current information on the Company though its website, www.primorusinvestments.com,
and via Rupert Labrum, Executive Chairman, who is available to answer investor relations enquiries.
The Company is currently considering, subject to the necessary formalities, to move to electronic communications with
shareholders in order to maximise efficiency. The Company’s website details various information: annual reports, AGM
notice of meetings and RNS announcements detailing results of meetings and other relevant information.
The Company shall include, when relevant, in its annual report, any matters of note arising from the audit or
remuneration committees.
Page 15
Primorus Investments plc
Independent Auditor's Report to the Members of Primorus Investments plc
For the year ended 31 December 2022
Opinion
We have audited the financial statements of Primorus Investments plc for the year ended 31 December 2022 which
comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement of Financial Position, the
Statement of Cash Flows, the Statement of Changes in Equity and Notes to the financial statements, including significant
accounting policies set out on pages 25 - 43. The financial reporting framework that has been applied in their preparation
is applicable law and UK-adopted international accounting standards (UKIAS).
In our opinion the financial statements:
give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its loss for the year
then ended;
have been properly prepared in accordance with UKIASs; 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 Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's
Ethical Standard 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
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the Company's
ability to continue to adopt the going concern basis of accounting included:
a) Reviewing management’s assessment of going concern including cash flow forecasts covering period up to 12 months
from the date of approval for financial statements;
b) Reviewing and challenging key underlying assumptions used in the forecasts and reviewing for reasonableness;
c) Reviewing post-year end bank statements, Regulatory News Service announcements and management accounts and
assessing post year-end performance and the latest financial position of the company;
d) We sensitised the cash flow forecasts and performed stress tests, in order to assess the impact on cash reserves of a
shortfall against budget; and
e)Assessing the adequacy of going concern disclosures within the Annual Report and Financial Statements
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a
period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
In planning and performing our audit we applied the concept of materiality. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements identified. Based on our professional judgement, we
determined overall materiality for the financial statements as a whole to be £116,000 (2021: £125,000) based on
approximately 1.5% of gross assets on the basis that the company’s investments are the main components of the
Statement of financial position.
Page 16
Primorus Investments plc
Independent Auditor's Report to the Members of Primorus Investments plc
(continued)
For the year ended 31 December 2022
We used a lower level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the
financial statements. Performance materiality was set based on 60% (2021: 60%) of overall materiality as adjusted for the
judgements made with regard to the entity’s risk and our evaluation of the specific risks of each audit area, taking into
account the internal control environment. Where considered appropriate, performance materiality may be reduced to a
lower level, such as, for related party transactions and directors’ remuneration.
We agreed with the Audit Committee to report to it all identified errors in excess of £5,800 (2021:£6,250), which is based
on 5% (2021: 5%) of overall materiality. Errors below that threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular we looked at areas involving significant accounting estimates and judgements by the directors in
respect of the carrying values of the company’s investments and considered future events that are inherently uncertain.
We also addressed the risk of management override of internal controls, including evaluation whether there was evidence
of bias by the directors that represented a risk of material misstatement due to fraud.
Key Audit Matter
How our scope addressed this matter
Valuation, classification and impairment of investments
(Note 8)
The company held investments with a value of £7.508m as at
31 December 2022. These are valued in accordance with
International Financial Reporting Standards (IFRS) 13 and the
fair value hierarchy; and classified as per IFRS 9.
There is the risk that these investments have not been
valued in accordance with IFRS 13 or classified in accordance
with IFRS 9 and require impairment or reclassification.
The investees are generally early stage private companies
which do not have readily available fair values under the fair
value hierarchy. Calculating a fair value can therefore involve
a significant level of judgement.
Our work in this area included:
• Reviewing the valuation methodology for the
investments held and ensuring that the carrying values are
supported by sufficient and appropriate audit evidence;
• Ensuring that all asset types are categorised according to
IFRS, including the accounting disclosures as required
under IFRS 9;
• Reviewing the movement in investments to ensure they
are accounted for and disclosed correctly in line with IFRS
9;
• Ensuring that Primorus Investments Plc has full
title to the investments held;
• Performed a post year-end review of regulatory news
service announcements, board minutes, bank statements
and ledgers to identify transactions to support the 31
December 2022 carrying value.
• Ensuring that appropriate disclosures surrounding the
estimates made in respect of any valuations are included in
the financial statements; and
• Considering whether the transactions have been
accounted for correctly within the financial statements.
• The conclusion of our work was that the investments are
fairly stated in the financial statements, and we consider
that management’s judgement in respect of the carrying
value and classification of financial investments is
materially reasonable.
Page 17
Primorus Investments plc
Independent Auditor's Report to the Members of Primorus Investments plc
(continued)
For the year ended 31 December 2022
Other information
The other information comprises the information included in the Annual Report, other than the financial statements and
our auditor's report thereon. The directors are responsible for the other information contained within the Annual Report.
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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
Opinion 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.
Page 18
Primorus Investments plc
Independent Auditor's Report to the Members of Primorus Investments plc
(continued)
For the year ended 31 December 2022
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the 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, or returns adequate for our audit have not been received from
branches not visited by us; or
the 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.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement on page 9, 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 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 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The
extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the company and the sector in which they operate to identify laws and regulations
that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in
this regard through discussions with management, industry research, application of cumulative audit knowledge and
experience of the sector etc. This is evidenced by discussion of laws and regulations with the management, reviewing
minutes of meetings of those charged with governance and RNSs and review of legal or professional expenditures.
• We determined the principal laws and regulations relevant to the company in this regard to be those arising from
Companies Act 2006, AIM rules, GDPR, Employment Law, Health and Safety Law, Anti-Bribery and Money Laundering
Regulations and QCA compliance.
• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the company with those laws and regulations. These procedures included, but were not limited to:
o Discussion with management regarding potential non-compliance;
o Review of legal and professional fees to understand the nature of the costs and the existence of any non-compliance
with laws and regulations; and
o Review of minutes of meetings of those charged with governance and RNSs
Page 19
Primorus Investments plc
Independent Auditor's Report to the Members of Primorus Investments plc
(continued)
For the year ended 31 December 2022
• We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in
addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the
potential for management bias was identified in relation to the carrying value of the investments and we addressed this
by challenging the assumptions and judgements made by management when auditing that significant accounting
estimate.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence
of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course
of business and review of bank statements during the year to identify any large and unusual transactions where the
business rationale is not clear.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the
more that compliance with a law or regulation is removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding
irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion,
omission or misrepresentation.
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.
Zahir Khaki (Senior statutory auditor)
for and on behalf of
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
Date: 15 June 2023
Page 20
Primorus Investments plc
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2022
Income
Investment income
Realised (loss)/gain on financial investments
Unrealised (loss)/gain on financial investments
Gross (loss)/profit
Administrative expenses
Impairment of financial investments
Loss before tax
Tax credit
(Loss)/profit for the year
Total comprehensive income
Earnings per share attributable to the ordinary equity holders of the parent
Basic
Diluted
The notes on pages 25 to 43 form part of these financial statements.
Note
3
3
3
2022
£000
93
(288)
(542)
(737)
2021
£000
141
323
19
483
4,5
(401)
(418)
8
7
9
9
(375)
(1,513)
29
(1,484)
(1,484)
2022
Pence
(1.061)
(1.061)
(106)
(41)
150
109
109
2021
Pence
0.078
0.072
Page 21
Primorus Investments plc - Registered number: 03740688
Statement of Financial Position
As at 31 December 2022
Assets
Non-current assets
Financial investments
Current assets
Financial investments
Trade and other receivables
Bank and cash balances
Total assets
Liabilities
Non-current liabilities
Current liabilities
Trade and other liabilities
Contract liabilities
Total liabilities
Net assets
Issued capital and reserves
Share capital
Other reserves
Retained earnings
TOTAL EQUITY
Note
2022
£000
2021
£000
8
8
10
17
11
13
5,444
5,444
2,064
34
114
2,212
7,533
7,533
511
5
941
1,457
7,656
8,990
110
-
110
110
44
37
81
81
7,546
8,909
280
-
7,266
7,546
280
13
8,616
8,909
The financial statements on pages 21 to 43 were approved and authorized for issue by the board of directors on
15 June 2023 and were signed on its behalf by:
Rupert Labrum
Director
Hedley Clark
Director
The notes on pages 25 to 43 form part of these financial statements.
Page 22
Primorus Investments plc
(cid:94)(cid:410)(cid:258)(cid:410)(cid:286)(cid:373)(cid:286)(cid:374)(cid:410)(cid:3)(cid:381)(cid:296)(cid:3)(cid:18)(cid:346)(cid:258)(cid:374)(cid:336)(cid:286)(cid:400)(cid:3)(cid:349)(cid:374)(cid:3)(cid:28)(cid:395)(cid:437)(cid:349)(cid:410)(cid:455)
For the year ended 31 December 2022
Share capital
£000
Share
premium
£000
Share based
payment
reserve
£000
At 1 January 2021
Profit for the year
Total comprehensive income for the year
15,391
35,296
-
-
-
-
Shares cancelled during the year
(15,111)
(35,296)
Share based payment expense (note 15)
-
-
Total contributions by and distributions
to owners
(15,111)
(35,296)
At 31 December 2021
At 1 January 2022
Loss for the year
Total comprehensive income for the year
Share based payment expense (note 15)
Reclassification upon cancellation of
share options
Total contributions by and distributions
to owners
280
280
-
-
-
-
-
At 31 December 2022
280
-
-
-
-
-
-
-
-
The notes on pages 25 to 43 form part of these financial statements.
-
-
-
-
13
13
13
13
-
-
Total
attributable
to owners of
the company
£000
8,786
109
109
-
13
Retained
earnings
£000
(41,901)
109
109
50,408
-
50,408
14
8,616
8,909
8,616
(1,484)
(1,484)
121
-
(134)
134
8,909
(1,484)
(1,484)
121
-
(13)
-
134
121
7,266
7,546
Page 23
Primorus Investments plc
Statement of Cash Flows
For the year ended 31 December 2022
Cash flows from operating activities
(Loss)/profit for the year
Adjustments for
Loss/(Gain) on disposal of financial investments
Fair value movements on financial investments
Impairment provision on unlisted investments
Share-based payment expense
Interest income on investments
Net foreign exchange (gain)/loss
Income tax (credit)
Movements in working capital:
Increase in trade and other receivables
Increase/(decrease) in trade and other payables
Cash generated from operations
Income taxes paid
Net cash used in operating activities
Cash flows from investing activities
Proceeds on sale of financial investments
Purchase of financial investments
Net cash decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of the year
The notes on pages 25 to 43 form part of these financial statements.
2022
£000
2021
£000
(1,484)
109
288
542
375
121
(93)
(112)
(29)
(392)
-
66
(323)
(19)
106
13
(142)
55
(150)
(351)
(3)
(11)
(326)
(365)
(36)
(362)
(260)
(625)
1,937
(2,402)
3,474
(6,468)
(827)
(3,619)
941
114
4,560
941
Page 24
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
1.
Accounting policies
1.1
Basis of preparation
Primorus Investments plc is a public company incorporated and domiciled in the United Kingdom. The Company's
registered office is 48 Chancery Lane, London, WC2A 1JF. The Company's shares are listed on the AIM market of
the London Stock Exchange.
The Financial Statements are for the year ended 31 December 2022 and have been prepared under the historical
cost convention, except for debt and equity that have been measured at fair value.
The financial statements have been prepared in accordance with the Companies Act 2006 and UK-adopted
international accounting standards (UK-adopted IAS) and related interpretations.
These financial statements have been prepared and approved by the Directors on 15 June 2023 and signed on
their behalf by Rupert Labrum and Hedley Clark.
The accounting policies have been applied consistently throughout the preparation of these financial statements
and the financial report is presented in Pound Sterling (£) and all values are rounded to the nearest thousand
pounds (£000) unless otherwise stated.
Page 25
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
1.
Accounting policies (continued)
1.2
Investing policy
The Company’s Investing Policy is to establish and/or acquire a diverse portfolio of direct and indirect interests in
companies and/or projects at any stage of their development or operational lifecycle with a particular focus on the
natural resources, energy, clean technology, financial technology, business technology, infrastructure, property,
consultancy, brand licensing and leisure sectors. However, the Company will consider opportunities in all sectors as
they arise if the Board considers there is an opportunity to generate potential value for Shareholders. The
Company will consider possible opportunities anywhere in the world.
The Directors have considerable experience in investing, both in structuring and executing deals and in raising
capital. The Directors will use this experience to identify and investigate potential opportunities, and to negotiate
acquisitions and investments. Wherever necessary, the Company will engage suitably qualified technical personnel
to carry out specialist due diligence prior to making an acquisition or an investment.
The Company may invest by way of outright acquisition of assets, including the intellectual property, of a relevant
business, or by entering into partnerships, joint ventures or other forms of collaborative arrangements. Such
investments may result in the Company acquiring the whole or part of a company or project (which in the case of
an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and
such investments may constitute a minority stake in the company or project in question or the Company may
create new entities for the purposes of investing in such assets.
The Company may be an active and/or a passive investor depending on the nature of the individual investments.
Although the Company intends to be a long-term investor, the Directors will place no minimum or maximum limit
on the length of time that any investment may be held.
One principal area of investment focus for the Company moving forward shall be to invest, as a founder or
cofounder investor, seed investor and/or cornerstone investor in special purpose acquisition companies (“SPACs”)
which are established for the purpose of identifying suitable acquisition targets. The Company will seek to invest in
SPACs which are focused on identifying suitable acquisition targets which operate within the sectors that the
Company itself wishes to concentrate on. The Company anticipates that it will principally invest in SPACs whose
shares are traded on, or are intended to be traded on, the Standard segment of the Main Market or the AIM
market of the London Stock Exchange. However, the Company shall be permitted to invest in SPACs whose shares
are traded on, or are intended to be traded on, any securities exchange, without geographic limitation.
The Directors may offer new ordinary shares in the capital of the Company by way of consideration and/or cash,
thereby helping to preserve the Company’s cash for working capital and as a reserve against unforeseen
contingencies including, but not limited to, delays in collecting accounts receivable, unexpected changes in the
economic environment and unforeseen operational problems. The Company may in appropriate circumstances
issue debt securities or otherwise borrow money to complete an acquisition or investment.
The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the
ordinary shares in the capital of the Company.
There are no restrictions on the type of investments that the Company might make or the type of opportunity that
may be considered providing they meet the objectives of this Investing Policy.
In addition, the Directors may consider, from time to time, other means of facilitating returns to shareholders
including dividends, share repurchases, demergers, and schemes of arrangement or liquidation.
Page 26
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
1.
Accounting policies (continued)
1.3
Going concern
The Directors noted the operating losses that the Company has made for the year ended 31 December 2022. The
Directors have prepared cash flow forecasts for a period of at least twelve months from the date of the approval of
these financial statements, i.e. up to 30 June 2024 which take account of the current cost and operational
structure of the Company.
The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the event
that cash flows become constrained, costs can be quickly reduced to enable the Company to operate within its
available funding.
These forecasts demonstrate that the Company has sufficient cash and liquid funds (i.e investments in listed
companies) available to allow it to continue in business for a period of at least twelve months from the date of the
approval of these financial statements. Accordingly, the financial statements have been prepared on a going
concern basis.
It is the prime responsibility of the Board to ensure the Company remains a going concern. At 31 December 2022,
the Company had cash and cash equivalents of £114,000. The Company also has listed financial investments of
£1,203,000 as at 31st December 2022 and a convertible loan note of £861,000, including accrued interest, that is
due to be repaid in July 2023. The Company has minimal contractual expenditure commitments and the Board
considers the present funds together with the convertible loan note and future disposals of its listed financial
investments sufficient to maintain the working capital of the Company for a period of at least 12 months from the
date of signing the Annual Report and Financial Statements. For these reasons the Directors adopt the going
concern basis in preparation of the Financial Statements.
1.4
New standards, amendments and interpretations adopted by the Company
No new and/or revised Standards and Interpretations have been required to be adopted, and/or are applicable in
the current year by/to the Company, as standards, amendments and interpretations which are effective for the
financial year beginning on 1 January 2022 are not material to the Company.
1.5
New standards, amendments and interpretations not yet adopted
There are no IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material
impact on the Company.
1.6 Key accounting judgements and estimates
The preparation of the Financial Statements requires the Company to make estimates, judgements and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities. The Directors base their estimates on historic experiences and various other
assumptions that they believe are reasonable under the circumstances, the results of which form the basis of
making judgements about the carrying value of assets and liabilities that are not readily apparent from other
sources.
Actual results may differ from these estimates under different assumptions or conditions. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision only affects that period, or in the period of the revision and
future periods if the revision affects both current and future periods.
Page 27
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
1.
Accounting policies (continued)
Unlisted investments
The company is required to make judgements over the carrying value of investments in unquoted companies where
fair values cannot be readily established and evaluate the size of any impairment required. It is important to
recognise that the carrying value of such investments cannot always be substantiated by comparison with
independent markets and, in many cases, may not be capable of being realised immediately. Management's
significant judgement in this regard is that the value of their investment represents their cost less previous
impairment. Further details relating to management's assessment of the carrying value of unlisted investments can
be found in the Chairman's report.
Share based payments
At the end of each reporting period, the entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if
any, in profit or loss, with a corresponding adjustment to equity.
1.7 Income
Income is measured by reference to the fair value of consideration received or receivable by the Company as a
result of its investment activities. Income is credited to the Income Statement in the period it is deemed to be
earned.
For quoted financial investments, where the quoted price at the date of these financial statements is different from
the original cost or value at the end of the previous account period, the Company reflects the change in value as
either an unrecognised gain or loss.
Dividend and interest income
Dividend income from investments is recognised when the shareholder's right to receive payment has been
established (provided that it is probable that the economic benefits will flow to the Company and the amount of
revenue can be measured reliably).
Interest income from a financial asset at FVTPL is recognised when it is possible that the economic benefits will flow
to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by
reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly
discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying
amount on initial recognition.
The Company does not expect to have any contracts where the period between the transfer of the promised goods
or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does
not adjust any of the transaction prices for the time value of money.
1.8 Finance income and costs
Finance income and costs are reported on an accruals basis.
1.9 Segment reporting
Segmental analysis is not applicable as there is only one operating segment of the continuing business - investment
activities.
Page 28
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
1.
Accounting policies (continued)
1.10 Taxation
Current tax is the tax currently [payable/refundable] based on taxable loss for the year.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally
provided on the difference between the carrying amount of assets and liabilities and their tax bases for financial
reporting purposes at the reporting date. However, deferred tax is not provided on the initial recognition of
goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business
combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in
subsidiaries and joint ventures is not provided if reversal of these temporary differences can be controlled by the
Company and it is probable that the reversal will not occur in the foreseeable future. In addition, tax losses
available to be carried forward as well as other income tax credits to the Company are assessed for recognition as
deferred tax assets.
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 taxable profit will be available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent
that it is probable that the underlying deductible temporary differences will be able to be offset against future
taxable income. Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply
to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet
date.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement,
except where they relate to items that are charged or credited directly to equity in which case the related deferred
tax is also charged or credited directly to equity.
The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to
set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities
which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are
expected to be settled or recovered.
1.11 Foreign Currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of transaction. Monetary
assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date.
Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate
at the date of the transaction. Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rates at the date when the fair value was determined. Any exchange differences
arising on the settlement of monetary items or on translating monetary items at rates different from those at which
they were initially recorded are recognised in the profit or loss in the period in which they arise. Exchange
differences on non-monetary items are recognised in other comprehensive income to the extent that they relate to
a gain or loss on that non-monetary item taken to other comprehensive income, otherwise such gains and losses
are recognised in the statement of profit or loss.
Page 29
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
1.
Accounting policies (continued)
1.12 Equity
Equity comprises the following:
"Share capital" representing the nominal value of equity shares.
"Share premium" representing the excess over nominal value of the fair value of consideration received for
equity shares, net of expenses of the share issue.
"Share based payment reserve" represents the value of equity benefits provided to employees and directors
as part of their remuneration and provided to consultants and advisors hired by the Company from time to
time as part of the consideration paid.
"Retained earnings" representing retained profits.
1.13 Share capital
Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the
definition of a financial liability. The Company's ordinary shares are classified as equity instruments.
1.14 Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an
entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair
value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Company
uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair
values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Company. It requires specific
disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure
requirements in other standards.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability; or
- In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
Page 30
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
1.
Accounting policies (continued)
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based
on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting
period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained
above.
Convertible Loans
Convertible loans made to companies are classified as financial assets. The embedded derivative asset, relating to a
convertible loan where the carrying asset converts into a variable number of shares, is held at "fair value through
profit or loss". The carrying value of the loan is measured at fair value through profit and loss.
1.15 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Financial investments
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost and fair value
through profit or loss.
Financial investments at fair value through profit or loss
Non-derivative financial assets comprising the Company's strategic financial investments in entities not qualifying
as subsidiaries, associates or jointly controlled entities. These assets are classified as financial assets at fair value
through profit or loss. They are carried at fair value with changes in fair value recognised through the income
statement. Where there is a significant or prolonged decline in the fair value of a financial investment (which
constitutes objective evidence of impairment), the full amount of the impairment is recognised in the income
statement.
Due to the nature of these assets being unlisted investments or held for the longer term, the investment period is
likely to be greater than 12 months and therefore these financial assets are shown as non-current assets in the
Statement of financial position.
Listed investments are valued at closing bid price on 31 December 2022. For measurement purposes, financial
investments are designated at fair value through the income statement. Gains and losses on the realisation of
investments are recognised in the income statement for the period. The difference between the market value of
financial instruments and the book value to the Company is shown as an unrealised gain or loss in the income
statement for the period.
Page 31
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
1.
Accounting policies (continued)
1.15
Financial instruments (continued)
Trade and other receivables
Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised
cost using the effective interest rate method. Trade and other receivables are accounted for at original invoice
amount less any provisions for doubtful debts. Provisions are made where there is evidence of a risk of non-
payment, taking into account the age of the debt, historical experience and general economic conditions. If a trade
debt is determined to be uncollectable, it is written off, firstly against any provisions already held and then to the
statement of comprehensive income. Subsequent recoveries of amounts previously written provided for are
credited to the statement of comprehensive income.
Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss in accordance with the
expected credit loss model under IFRS 9. For trade and other receivables which do not contain a significant
financing component, the Company applies the simplified approach. This approach requires the allowance for
expected credit losses to be recognised at an amount equal to lifetime expected credit losses. For other debt
financial assets the Company applies the general approach to providing for expected credit losses as prescribed by
IFRS 9, which permits for the recognition of an allowance for the estimated expected loss resulting from default in
the subsequent 12 month period. Exposure to credit loss is monitored on a continual basis and, where material,
the allowance for expected credit losses is adjusted to reflect the risk of default during the lifetime of the financial
asset should a significant change in credit risk be identified.
The majority of the Company's financial assets are expected to have a low risk of default. A review of the historical
occurrence of credit losses indicates that credit losses are insignificant due to the size of the Company's clients and
the nature of its activities. The outlook for the natural resources industry is not expected to result in a significant
change in the Company's exposure to credit losses. As lifetime expected credit losses are not expected to be
significant the Company has opted not to adopt the practical expedient available under IFRS 9 to utilise a provision
matrix for the recognition of lifetime expected credit losses on trade receivables. Allowances are calculated on a
case-by-case basis based on the credit risk applicable to individual counterparts
Trade and other payables
Trade and other payables are held at amortised cost which equates to nominal value and, in the case of loans and
borrowings including bank overdrafts, net of directly attributable transaction costs.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions and liquid
investments generally with maturities of 3 months or less. They are readily convertible into known amounts of cash
and have an insignificant risk of changes in value.
1.16
Share-Based Payments
The Company cancelled the share-based compensation plan, under which the entity receives services from
employees as consideration for equity instruments (options) of the Company. Under IFRS 2 where a grant of
equity instruments is cancelled during the vesting period, the Company is required to account for the cancellation
as an acceleration of vesting and therefore has immediately recognized the amount that otherwise would have
been recognised for services received over the remainder of the vesting period. See note 15 below.
Page 32
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
2.
Functional and presentation currency
These financial statements are presented in pound sterling, which is the Company's functional currency. All
amounts have been rounded to the nearest thousand, unless otherwise indicated.
3.
Income
The Company operates a single primary activity to invest in businesses so as to generate a return for the
shareholders.
Investment income - interest received on loan notes
Realised (loss)/gain on financial investments
Unrealised (loss)/gain on financial investments
Total income
4.
Operating profit
The operating (loss)/profit is stated after charging/(crediting):
Differences on foreign exchange
Legal fees
Other general overheads
Total administrative expenses excluding auditors remuneration
5.
Auditor's remuneration
Fees payable for the audit of the annual accounts
2022
£000
93
(288)
(542)
(737)
2022
£000
(112)
-
513
401
2022
£000
24
2021
£000
141
323
19
483
2021
£000
55
38
301
394
2021
£000
24
Page 33
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
6.
Information regarding directors and employees
Employment costs, including Directors, during the year:
Wages and salaries
Social security costs
Average number of persons, including Directors, employed:
Administration
Directors' remuneration
Emoluments
Social security costs
Share based payment
2022
£000
132
15
147
No.
3
3
£000
132
15
121
268
2021
£000
114
12
126
No.
3
3
£000
114
12
9
126
The Company operates only the basic pension plan required under UK legislation, contributions thereto during the
year amounts to £Nil (2021: £Nil).
Directors’ interest in share options is set out in Note 15.
Emoluments of the individual Directors
2022
R Labrum
M Beardmore
H Clark
2021
R Labrum
M Beardmore
H Clark
Fees and
salaries
£000
48
60
24
132
Share based
payments
£000
41
40
40
121
£000
48
42
24
114
£000
3
3
3
9
Total
£000
89
100
64
253
£000
51
45
27
123
Key management personnel
The key management personnel are considered to be the directors. Their remuneration is included in the note
above.
Page 34
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
7.
Tax expense
7.1 Income tax recognised in profit or loss
Taxation
Current tax
Prior year adjustment
Total tax
Total tax credit
Tax credit
2022
£000
-
(29)
(29)
(29)
29
29
2021
£000
33
(183)
(150)
(150)
150
150
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax
in the United Kingdom applied to the (loss)/profit for the year are as follows:
(Loss)/profit for the year
Income tax (credit)/expense
Loss before income taxes
Tax using the Company's domestic tax rate of 19% (2021:19%)
Expenses not deductible for tax purposes
Allowable tax expenses - unrecognised deferred tax
Income not taxable for tax purposes
Chargeable gain
Prior year adjustments
Total tax expense
2022
£000
(1,484)
(29)
(1,513)
(287)
232
54
-
-
(28)
(29)
2021
£000
109
(150)
(41)
(8)
37
-
(61)
65
(183)
(150)
Page 35
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
8.
Financial investments
£000
£000
£000
Level 1
Level 2
Level 3
Fair value at 31 December 2021
Additions
Transfer
Fair value changes
Loss on disposals
Disposal
Impairment provision
Foreign exchange
Fair value at 31 December 2022
633
2,153
350
(542)
(288)
(696)
(407)
-
1,203
-
-
-
-
-
-
-
-
-
£000
Total
8,042
3,705
-
(542)
(288)
(3,146)
(375)
112
7,409
1,552
(350)
-
-
(2,450)
32
112
6,305
7,508
The financial assets are split as follows:
Current assets - listed
Current assets - unlisted convertible loans
Non-current assets - unlisted
Total
£000
£000
£000
Level 1
Level 2
Level 3
1,203
-
-
-
- -
-
1,203
-
861
5,444
6,305
£000
Total
1,203
861
5,444
7,508
(Loss)/profits on investments held at fair value through profit or loss
Fair value (loss)/gain on investments
Realised (loss)/gain on disposal of investments
Net profit on investments held at fair value through profit or loss
(542)
(288)
(830)
-
-
-
-
-
-
£000
Level 1
£000
Level 2
£000
Level 3
£000
Total
(542)
(288)
(830)
Level 1
Level 2
Level 3
represent those assets, which are measured using unadjusted quoted pric es for identical
assets
applies inputs other than quoted prices included in Level 1 that are observable for the
assets either directly (as prices) or indirectly (derived from prices ).
applies inputs, which a re not bas ed on observable market data
Investments are held at fair value through profit and loss using a three-level hierarchy for estimating fair value.
The Directors have reviewed the carrying value of the investments, and have determined an impairment is
required of £374,805 (2021: £105,693). This represents an impairment of £406,740 in respect of Rambler Metals
and Mining PLC and a reinstatement of value of £31,935 in respect of the Supernatural Foods Limited shares that
were disposed of during the year.
Investments comprise both listed and unlisted investments. The listed investments are traded on stock markets
throughout the world and are held by the Company as a mix of strategic and short-term investments.
Page 36
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
Significant additions and disposals during the year
Mustang Energy PLC ("Mustang") and Bushveld Minerals Limited (“Bushveld”)
In January 2022 the Company sold $1.0 million of its US$2.5 million CLN in Mustang , plus accrued interest, to
certain existing Mustang CLN investors. In March 2022 the Company converted the remainder of the CLN plus
accrued interest in Mustang to a CLN in Bushveld. In April and May 2022 the Company exercised its rights under
the CLN with Bushveld and converted a total of £411,000 of the CLN to shares, of which it subsequently disposed.
The CLN is due to be repaid on 14th July 2023, along with accrued interest.
Clean Power Hydrogen PLC
In February 2022 the Company invested £1.0 million in Clean Power Hydrogen PLC, a manufacturer of the
membrane-free electrolyser which is used to create hydrogen and medical grade oxygen. The company is listed on
the UK Alternative Investment Market.
Rambler Metals & Mining PLC (“Rambler”)
During the year the Company acquired £514,000 of shares and sold £114,000 of shares in Rambler. Subsequent to
the year-end, Rambler went into liquidation. As a result, the directors have made an impairment provision for the
full value of the remaining shares.
9.
Earnings per share
(i) Basic earnings per share
From continuing operations attributable to the ordinary equity holders of
the Company
Total basic earnings per share attributable to the ordinary equity holders
of the Company
(ii) Diluted earnings per share
From continuing operations attributable to the ordinary equity holders of
the Company
Total diluted earnings per share attributable to the ordinary equity
holders of the Company
(iii) Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share
Options
2022
Pence
(1.061)
(1.061)
2022
Pence
(1.061)
(1.061)
2021
Pence
0.078
0.078
2021
Pence
0.072
0.072
2022
No.
2021
No.
139,830,968
139,830,968
-
12,000,000
Weighted average number of ordinary shares and potential ordinary shares
used as the denominator in calculating diluted earnings per share
139,830,968
151,830,968
Page 37
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
10.
Trade and other receivables
Other receivables
Prepayments and accrued income
Tax recoverable
Total trade and other receivables
2022
£000
-
5
29
34
2021
£000
1
4
5
-
The directors consider that the carrying amount of trade and other receivables approximates to their fair value.
11.
Trade and other payables
Trade payables
Tax due to HMRC
Accruals and deferred income
Total trade and other payables
2022
£000
15
60
35
110
2021
£000
12
-
32
44
Page 38
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
12.
Risk management objectives and policies
Financial assets by category
The categories of financial asset included in the balance sheet and the headings in which they are included are as
follows:
Current assets
Listed investments
Unlisted investments
Trade and other receivables
Cash
2022
£000
1,203
861
34
114
2021
£000
511
-
5
941
2,212
1,457
Financial liabilities by category
The categories of financial liability included in the balance sheet and the headings in which they are included are as
follows:
Current liabilities
Trade and other payables
2022
£000
110
110
2021
£000
44
44
The company is exposed to market risk through its use of financial instruments and liquidity risk which result from
both its operating and investing activities. The Company’s risk management is coordinated at its headquarters, in
close co-operation with the Board of Directors, and focuses actively securing the Company’s short to medium term
cash flows by minimising the exposure to financial markets. Long term financial investments are managed to
generate lasting returns. In order to provide on-going working capital the Company engages in the short term
trading of financial assets but does not write options. The most significant financial risks to which the Company is
exposed to are described below.
Interest rate sensitivity
The Company is not substantially exposed to interest rate sensitivity, other than in relation to interest bearing bank
accounts.
Credit risk analysis
None of the Company’s financial assets are secured by collateral or other credit enhancements.
The credit risk for liquid funds is considered negligible since the counterparties are reputable banks and other
financial institutions with high quality external credit ratings. The credit risk of other short-term financial assets,
which consist of listed investments, are considered a medium risk due to fluctuations in share prices.
Currency risk
The Company holds certain financial investments in foreign currencies, notably Australian Dollars, which expose
the Company to the risk that the exchange rates against pound sterling will change in a manner which adversely
impacts the Company’s net profit and net assets attributable to shareholders. A 10% decrease in the value of
sterling would result in an increase in the fair value of financial investments by £261,000 and a corresponding
increase in the value of sterling would result in a decrease in the value of financial investments by the same
amount.
Page 39
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
Liquidity risk analysis
The Company’s continued future operations depend on the ability to raise sufficient working capital through the
issue of the equity share capital. The Directors are confident that adequate funding will be forthcoming with which
to finance operations. Controls over expenditure are carefully managed.
Capital management
The Company’s capital management objectives are:
• To ensure the Company’s ability to continue to ensure sufficient working capital; and
• To provide a return to shareholders
The capital structure of the Company consists of total shareholders’ equity as set out in the ‘Consolidated
statement of changes in equity’. All working capital requirements are financed from existing cash resources.
Capital is managed on a day to day basis to ensure the Company is able to operate as a going concern. The Board
reviews forward looking cash flow projections at periodic intervals during the year as well as information regarding
cash balances. At the balance sheet date the Company had cash balances of £114,000 and the financial forecasts
indicate the Company has sufficient liquid resources to meet its obligations under all reasonably expected
circumstances and will not need to establish overdraft of other borrowing facilities.
Market risk
Market price risk arises from uncertainty about the future valuations of financial instruments held in accordance
with the Company’s investment objectives. These future valuations are determined by many factors but include
the operational and financial performance of the underlying investee companies, as well as market perceptions of
the future of the economy and its impact upon the economic environment in which these companies operate.
The Company holds investments in companies that are listed on stock markets. The value at the balance sheet
date is £1,203,000 (2021: £633,000). If there were to be a 10% decrease in overall share prices of these financial
investments, the impact on the comprehensive income and net assets would be a decrease of £120,000 (2021:
£63,000). There would be a similar increase in the event there was a 10% increase in overall share prices.
Fair value of financial assets and liabilities
Financial assets and liabilities are carried in the Statement of Financial position at either their fair value (financial
investments) or at a reasonable approximation of the fair value (trade and other receivables, trade and other
payables and cash and cash equivalents).
The fair values are included at the amount at which the instrument could be exchanged in the current transaction
between willing parties, other than in a forced or liquidation sale.
Page 40
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
13.
Share capital
Authorised
Shares treated as equity
Ordinary shares of £0.0020 each
Issued and fully paid
Ordinary shares of £0.0020 each
At 1 January and 31 December
14.
Capital commitments
2022
Number
2022
£000
2021
Number
139,830,968
280
139,830,968
139,830,968
280
139,830,968
2021
£000
280
280
2022
Number
2022
£000
2021
Number
2021
£000
139,830,968
280
139,830,968
280
The Directors have confirmed that there were no contingent liabilities or capital commitments which should be
disclosed as at 31 December 2022 (2021: nil). No provision has been made in the financial statements for any
amounts in relation to any capital expenditure requirements of the Company’s associate or investments, and
such costs are expected to be fulfilled in the normal course of the operations of the Company.
Page 41
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
15.
Share schemes
During the year the directors agreed to cancel the Share Options that had been granted in the previous year. There
are now no share options outstanding.
Full details of the Share Options, including their exercise prices and periods, are set out below:
Share options
R La brum
H Cl ark
M Bea rdmore
S Hol den
At 1 Janua ry
2022
No.
3,000,000
3,000,000
3,000,000
3,000,000
12,000,000
Is s ued
duri ng the
yea r
Termi na ted
duri ng the
year
At 31
December
2022
No.
-
No.
(3,000,000)
-
-
-
-
(3,000,000)
(3,000,000)
(3,000,000)
(12,000,000)
No.
-
-
-
-
-
The weighted average values of options are as follows:
Weighted average exercise price of options granted
Weighted average exercise price of options exercisable at the end of
the year
Weighted average option life remaining
2022
0.041p
2021
0.041p
0.000p
0.041p
0 years
0 years
During the year the holders of the Share Options agreed to terminate all of the 12,000,000 share options. As such,
the termination is treated as an acceleration of vesting and the share based payment expense that would
otherwise have been recognised over the remainder of the vesting period has been recognised in full during the
year. The Monte Carlo pricing model has been used to determine the fair value of the share options on the date
the options were granted.
For those options granted where IFRS 2 "Share-Based Payment" is applicable, the fair values were calculated using
the Monte Carlo pricing model. The inputs into the model were as follows:
1 March 2021
Risk Free Rate
0.36%
Share Price
Volatility
67.53%
Expected life
5 years
Share price at
date of grant
0.041
Expected volatility was determined by calculating the historical volatility of the Company's share price for 12
months prior to the date of grant. The expected life used in the model is the term of the options.
Charges to the statement of comprehensive income
2022
£000
121
2021
£000
13
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Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2022
16.
Ultimate controlling party
It is considered that there is no ultimate controlling party of the Company.
17.
Notes supporting statement of cash flows
Cash at bank available on demand
Cash and cash equivalents in the statement of financial position
Cash and cash equivalents in the statement of cash flows
2022
£000
114
114
114
2021
£000
941
941
941
18.
Events after the reporting date
Subsequent to the year-end, Rambler Metals and Mining PLC went into liquidation. As a result, the directors have
made an impairment provision of £406,740 for the full value of the shares held at the year-end.
Page 43