Company Registration Number 3740688
PRIMORUS INVESTMENTS PLC
REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023
Contents
Company information
Chairman’s statement incorporating the strategic report
Directors’ report
Governance report
Independent auditor's report to the members of Primorus Investments plc
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
Information regarding directors and employees
Income
1. Accounting Policies
2. Functional and presentation currency
3.
4. Administrative expenses
5. Auditor’s remuneration
6.
7. Tax Expense
8. Financial investments
9. Earnings per share
10. Trade and other receivables
11. Trade and other payables
12. Risk management objectives and policies
13. Share Capital
14. Share Schemes
15. Capital Commitments
16. Notes Supporting Statement of Cash Flow
17. Related Party Transactions
18. Events after the reporting date
19. Ultimate Controlling Party
2
3
8
12
18
23
24
25
26
27
27
34
34
34
34
35
36
37
39
40
40
40
42
42
43
44
44
44
44
Page 1
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 2
Primorus Investments plc
Chairman’s statement incorporating the strategic report
For the year ended 31 December 2023
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 2023.
Introduction
As we reflect on the investment landscape of 2023, there have been a myriad of challenges that investors faced
throughout the year. These challenges stemmed from both global and domestic factors which have significantly
influenced market dynamics and investment strategies. Conflict continued in Ukraine and the Middle East.
Investment sentiment was hit by supply chain disruptions, inflationary pressures, and labour shortages
contributed to the economic challenges faced by businesses and investors alike. Central banks took a more
hawkish stance in response to these inflationary pressures, affecting asset valuations, borrowing costs, and market
liquidity. Small caps bore the brunt and funding became extremely difficult in the final quarters of 2023. Primorus
has remained in a favourable position with conservative cash management meaning there has been no need to
raise funds.
These events have provided both challenges and opportunities for Primorus’ investee companies, with certain
investee companies using the situation as an opportunity and are outperforming expectations.
We continue to look for opportunities to divest from our non-core holdings. This year it included disposing of
TruSpine Technologies plc, Landore Resources Limited, Rogue Baron Plc and the remaining holding in Supernatural
Foods, the latter which was sold on the secondary market at book cost. 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 previously.
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 approximately 27% of shares in issue.
Investment highlights
•
The Company made a further investment of £75,000 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. Interpac has already secured initial
customer sales, and with the additional investment it now has the balance sheet to fulfil its early orders
and continue its growth strategy.
• Primorus was repaid all monies owed from Bushveld Minerals Limited (BMN). The final balance was
received in November 2023 and totalled approximately £925,000 (comprising the total principal amount
owed and accrued interest of 10%).
• Alteration Earth PLC (“ALTE”) entered into a binding heads of terms agreement to acquire the entire issued
share capital of Verdant Earth Technologies Limited. We look forward to ALTE fulfilling its strategy and
delivering value enhancing outcome for its shareholders.
•
Fresho Pty Ltd (“Fresho”) had another successful year and continued to progress throughout 2023.
Engagement continues to increase year on year, and this resulted in an annualised gross merchandise
volume of $2.4bn. Orders increased 30% to 480,000 per month with 38% more venues. This resulted in
revenue increasing by 55%. With continued planned investment further significant growth is forecasted.
Page 3
Primorus Investments plc
Chairman’s statement incorporating the strategic report
For the year ended 31 December 2023
•
The Payapps group (“Payapps”) continued to perform well during 2023 with both sales and revenue
growth increasing over the comparative period for 2022. This growth reflects the investments made in
the business in 2022 and has been supported by largely positive macroeconomic conditions in Australia
and the UK post COVID lockdowns in 2022. Sales results have been very strong within all regions achieving
a record sales year. Following the year end Payapps was purchased by Autodesk Inc. See Note 18 below
for further information.
• Engage Technology Partners Limited (“Engage”), the end-to end workforce management platform
provider, had a difficult year and were seeking new funding to take them through to breakeven.
Subsequent to the year end, Engage undertook a significant restructure which resulted in the Company’s
shareholding in Engage being reduced from 4.49% to 1.97%. We have reflected the impairment in value
of this investment in the financial statements for this year. See Note 18 below for further information.
• 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 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 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 classified on the
website under non-core investments. In 2023 we completed the sale of our holding in Supernatural Foods.
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 £2.349 million (2022: loss of £1.513 million). The net loss after tax was £2.349
million (2022: loss of £1.484 million). Total assets including cash at 31 December 2023 amounted to £5.341 million
(2022: £7.656 million).
The cash balance was £0.775 million as at 31 December 2023 (2022: £0.114 million)
Investee companies
The majority of the Company’s investments in underlying investee companies are minority investments. Whilst we
may offer advice to the management of the investee companies, specifically about 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
about their businesses can be piecemeal and, in certain cases, non-existent save where the Board specifically
requests an update. The Company does maintain an open dialog with its investee companies in order to monitor
performance.
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
Page 4
Primorus Investments plc
Chairman’s statement incorporating the strategic report
For the year ended 31 December 2023
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.
In relation to its investment in ALTE, the Company has a nominated director on the board to ensure there is
oversight on behalf of Primorus. This has been 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
was also 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 2023 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 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 value closer 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 undervalued
given its share price and resultant market capitalisation.
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.
2024
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.
Page 5
Primorus Investments plc
Chairman’s statement incorporating the strategic report
For the year ended 31 December 2023
•
•
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.
Our operational targets for the remainder of 2024, 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
Page 6
Primorus Investments plc
Chairman’s statement incorporating the strategic report
For the year ended 31 December 2023
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.
The table below details how we interact with key stakeholders, our commitment to meet the Section 172
requirements and the actions we take to meet those commitments:
Key Stakeholders
Shareholders
Employees
Suppliers and Advisors
Commitment
To be transparent with
shareholders, keeping them
informed and ensure all
shareholders are treated fairly.
Action
The board engages with
shareholders at the AGM,
through the Regulatory News
Services (RNS).
When possible, return value to
our shareholders
Key officers maintain regular
dialogue with shareholders.
Pay dividend or other method to
return value to all shareholders.
The Company has appropriate
policies in place, along with
contracts of employment.
Regular communication takes
place with all staff, including
annual reviews.
Regular communication with key
suppliers.
Take appropriate advice from
key advisors.
All suppliers and advisors are
paid promptly.
Treat all staff fairly and ensure
they are rewarded
appropriately to enhance their
contribution towards the
success of the Company
Maintain good relationship with
suppliers so that supplies are
provided on time so as not to
interrupt the running of the
Company.
Ensure the Company is acting in
accordance with good
governance and other
regulations.
Details of the Board’s decisions for the year ending 31 December 2023 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
31st May 2024
Page 7
Primorus Investments plc
Directors’ report
For the year ended 31 December 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
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 £2,349,000 (2022 - loss £1,484,000). The Directors do not
recommend payment of a dividend (2022: £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 7.
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
Matthew Beardmore
Hedley Clark
Executive Chairman
Chief Executive Officer
Non-executive Director
Substantial Shareholding
At 24 May 2024, the Company was aware of the following substantial shareholdings in the ordinary share capital,
over 3%:
HSDL Nominees Limited
Interactive Investor Services Nominees Limited
Norwich Van Centre**
Hargreaves Lansdown (Nominees) Limited
Rock Nominees
John Alexander Melvin Hemming**
Lawshare Nominees
Barclays Direct Investing Nominees
Number of
ordinary shares
% of issued
share capital
41,887,370
34,105,381
20,298,053
19,477,742
9,261,306
5,592,809
5,094,216
4,470,809
29.96%
24.39%
14.52%
13.93%
6.62%
4.00%
3.64%
3.20%
Page 8
Primorus Investments plc
Directors’ report
For the year ended 31 December 2023
** 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
* including connected party holdings
Suppliers' payment policy
Number of
ordinary shares
33,650,000
3,655,673
100,000
% of issued
share capital
24.06%
2.61%
0.07%
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.
Climate Related Reporting
The Company has a small carbon footprint in the UK as most of the directors work from home or in shared office
space. As a result, the energy usage in the UK is below 40,000KWH and therefore greenhouse gas emissions,
energy consumption and energy efficiency disclosures have not been provided in the financial statements.
Charitable contributions
During the year the Company made charitable donations amounting to £Nil (2022: £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.
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.
Page 9
Primorus Investments plc
Directors’ report
For the year ended 31 December 2023
Directors' responsibilities statement
The directors are responsible for preparing the Directors' Report and the financial statements, in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law they have
elected to prepare the financial statements in accordance with UK-adopted international accounting standards
(UKIAS) in conformity with the requirements of the Companies Act 2006.
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; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included
on the 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.
The Company is compliant with AIM Rule 26 regarding the Company’s website.
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 10
Primorus Investments plc
Directors’ report
For the year ended 31 December 2023
Annual general meeting
Notice of the forthcoming AGM will be communicated separately.
This report was approved by the board on 31st May 2024 and signed on its behalf
Hedley Clark
Director
Page 11
Primorus Investments plc
Governance report
For the year ended 31 December 2023
The Board of Primorus Investments plc is 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
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.
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 through its website, www.primorusinvestments.com, and via Rupert Labrum,
Executive Chairman, who is available to answer investor relations enquiries.
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.
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
Page 12
Primorus Investments plc
Governance report
For the year ended 31 December 2023
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:
Activity
Risk
Impact
Control(s)
Financial
Liquidity, market and credit
risk
Inability to continue as
going concern
Robust capital management
policies and procedures
Inappropriate controls and
accounting policies
Reduction in asset values
Incorrect reporting of assets
The board agrees and signs
off all annual reports which
detail accounting policies.
Regulatory
adherence
Strategic
Breach of rules
Censure
Damage to reputation
Inadequate disaster recovery
procedures
Inability to secure new
capital or investments
Loss of key operational and
financial data
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
Management
Recruitment and retention of
key people
Reduction in operating
capability
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.
Page 13
Primorus Investments plc
Governance report
For the year ended 31 December 2023
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 appointments 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
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 8 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.
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.
Page 14
Primorus Investments plc
Governance report
For the year ended 31 December 2023
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 2022, 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.
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.
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.
Page 15
Primorus Investments plc
Governance report
For the year ended 31 December 2023
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.
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.
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.
Page 16
Primorus Investments plc
Governance report
For the year ended 31 December 2023
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.
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
its website,
www.primorusinvestments.com, and via Rupert Labrum, Executive Chairman, who is available to answer
investor relations enquiries.
information on
the Company
to current
through
The Company’s preferred method of communication with shareholders is electronic communications 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 17
Primorus Investments plc
Independent auditor's report to the members of Primorus Investments plc
For the year ended 31 December 2023
Opinion
We have audited the financial statements of Primorus Investments Plc (the ‘company’) for the year ended 31
December 2023 which comprise the Statement of Profit or Loss and Other Comprehensive Income, the Statement
of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial
statements, including significant accounting policies. The financial reporting framework that has been applied in
their preparation is applicable law and UK-adopted international accounting standards.
In our opinion, the financial statements:
•
give a true and fair view of the state of the company’s affairs as at 31 December 2023 and of its loss for
the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards; 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 UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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 a period of at
least 12 months from the date of approval of 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 (RNS) announcements and management
accounts and assessing post year-end performance and the latest financial position of the company;
d) Sensitising the cash flow forecasts and performing 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.
Page 18
Primorus Investments plc
Independent auditor's report to the members of Primorus Investments plc
For the year ended 31 December 2023
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 £101,700 (2022:
£116,000) 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.
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% (2022: 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 £5,085 (2022: £5,800), which
is based on 5% (2022: 5%) of overall materiality. Errors below that threshold would also be reported 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 matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How our scope addressed this matter
Valuation, classification and impairment of financial
investments (Note 8)
The company held investments with a value of £4.554m
(2022: £7.508m) as at 31 December 2023. These are
valued
International Financial
Reporting Standards (IFRS) 13 and the fair value
hierarchy; and classified as per IFRS 9.
in accordance with
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.
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
appropriate
accounting disclosures as required under IFRS
9;
IFRS, with
to
Page 19
Primorus Investments plc
Independent auditor's report to the members of Primorus Investments plc
For the year ended 31 December 2023
The level 3 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.
• Reviewing the movement in investments to
ensure they are accounted for and disclosed
correctly in line with IFRS 9;
• Ensuring that the company has full title to the
investments held;
to
and
ledgers
• Performing a post year-end review of RNS
announcements, board minutes, bank
statements
identify
transactions to support the 31 December
2023 carrying value of investments held at
that date;
• Ensuring
disclosures
surrounding the estimates made in respect of
any valuations are included in the financial
statements; and
appropriate
that
• Considering whether the transactions have
been accounted for correctly within the
financial statements.
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the 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:
Page 20
Primorus Investments plc
Independent auditor's report to the members of Primorus Investments plc
For the year ended 31 December 2023
•
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, 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 it operates 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 RNS announcements, and reviewing 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, UK tax
regulations, Anti-Bribery and Money Laundering Regulations and QCA Code.
• 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 review of RNS
announcements.
Page 21
Primorus Investments plc
Independent auditor's report to the members of Primorus Investments plc
For the year ended 31 December 2023
• 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.
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
31st May 2024
15 Westferry Circus
Canary Wharf
London E14 4HD
Page 22
Primorus Investments plc
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2023
Income
Investment income
Realised loss on financial investments
Unrealised gain/(loss) on financial investments
Gross Loss
Operating expenses
Administrative expenses
Impairment of financial investments
Loss before tax
Taxation
Loss for the year
Other comprehensive income for the year net of tax
Total comprehensive income
Notes
3
3
3
4,5
8
7
Earnings per share attributable to the ordinary equity holders of the parent
Basic and diluted (loss) per share
9
The notes on pages 27 to 44 form part of these financial statements.
2023
£000
64
(684)
465
(155)
(504)
(1,690)
(2,349)
-
(2,349)
-
(2,349)
2023
Pence
(1.680)
2022
£000
93
(288)
(542)
(737)
(401)
(375)
(1,513)
29
(1,484)
-
(1,484)
2022
Pence
(1.061)
Page 23
Primorus Investments plc
Statement of Financial Position
Company Registration Number 3740688
As at 31 December 2023
ASSETS
Non-Current Assets
Financial Investments
Current Assets
Financial Investments
Trade and other receivables
Bank and cash balances
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Total Liabilities
Net Assets
EQUITY
Issued capital and reserves
Share capital
Retained earnings
Total Equity
Notes
8
8
10
16
11
13
2023
£000
2,052
2,052
2,502
12
775
3,289
5,341
5
2022
£000
5,444
5,444
2,064
34
114
2,212
7,656
144
144
110
110
5,197
7,546
280
4,917
5,197
280
7,266
7,546
These Financial Statements on pages 23 to 44 were approved and authorised for issue by the board of directors
on 31st May 2024.
R Labrum
Rupert Labrum
Director
H Clark
Hedley Clark
Director
The notes on pages 27 to 44 form part of these financial statements.
Page 24
Primorus Investments plc
Statement of Changes in Equity
For the year ended 31 December 2023
Share
capital
£000
Share
premium
£000
Balance at 1 January 2022
280
Loss for the year
Total comprehensive income
for the year
Share based payment expense
Reclassification upon
cancellation of share options
Balance at 31 December 2022
Balance at 1 January 2023
Loss for the year
Total comprehensive income
for the year
-
-
-
-
280
280
-
-
Balance at 31 December 2023
280
-
-
-
-
-
-
-
-
-
-
Share
based
payment
reserve
£000
Total
attributable
to owners
of the
company
£000
Retained
earnings
£000
13
8,616
8,909
-
-
121
(134)
-
-
-
-
-
(1,484)
(1,484)
(1,484)
(1,484)
-
134
121
-
7,266
7,546
7,266
(2,349)
7,546
(2,349)
(2,349)
(2,349)
4,917
5,197
The notes on pages 27 to 44 form part of these financial statements.
Page 25
Primorus Investments plc
Statement of Cash Flows
For the year ended 31 December 2023
Cash Flows from Operating Activities
Operating loss before tax
Adjustments for:
Loss on disposal of financial investments
Fair value movements on financial investments
Impairment provision on unlisted investments
Interest income on investments
Net foreign exchange loss/ (gain)
Share based payment expense
Income tax credit
Movement in working capital:
Decrease in trade and other receivables
Increase in trade and other payables
Cash used in operations
Income taxes paid
Net cash used in operating activities
Cash flows from investing activities
Proceeds from sale of financial investments
Purchase of financial investments
Net cash increase/(decrease) in cash and cash
equivalents
Cash and Cash Equivalents at beginning of year
Cash and Cash Equivalents at end of year
The notes on pages 27 to 44 form part of these financial statements.
2023
£000
2022
£000
(2,349)
(1,484)
684
(465)
1,690
(64)
133
-
-
(371)
22
34
(315)
-
(315)
1,051
(75)
976
661
114
775
288
542
375
(93)
(112)
121
(29)
(392)
-
66
(326)
(36)
(362)
1,937
(2,402)
(465)
(827)
941
114
Page 26
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
1. Accounting Policies
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 Company meets the definition of an investment company.
The Financial Statements are for the year ended 31 December 2023 and 2022 and have been prepared under the
historical cost convention, except for financial investments measured at fair value.
The financial statements have been prepared in accordance with UK-adopted international accounting standards
in accordance with the requirements of the Companies Act 2006.
These financial statements have been prepared and approved by the Directors on 31 May 2024 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.
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
Page 27
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
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.
Going Concern
The Directors noted the operating losses that the Company has made for the year ended 31 December 2023. 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.
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 2023
the Company had cash and cash equivalents of £775,000. The Company also has listed financial investments of
£868,000 as at 31st December 2023. Following the year end the Company disposed on one of its unlisted
investments for approximately USD 6.1 million, further enhancing its cash reserves (see Note 18 for further
details). The Company has minimal contractual expenditure commitments and the Board considers the present
funds, including those raised from the sales of its unlisted investment, 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.
New standards, amendments and interpretations adopted by the Company
The Company has adopted the below standards, amendments or interpretations for the first time for its annual
reporting period commencing 1 January 2023 which do not have a material impact on the Company:
Page 28
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
•
•
•
•
•
IAS 1
Policies
IAS 8
Estimates
IAS 12
IAS 12
IFRS 17 Insurance contracts
Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting
Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting
Income Taxes - Deferred Tax related to Assets and Liabilities arising from a Single Transaction
International Tax Reform: Pillar Two Model Rules
New standards, amendments and interpretations not yet adopted
Certain new accounting standards, amendments to accounting standards and interpretations have been
published that are not mandatory for 31 December 2023 reporting periods and have not been early adopted by
the Company. These standards, amendments or interpretations are not expected to have a material impact on
the Company.
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.
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.
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.
Page 29
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
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 Company 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.
Finance Income and Costs
Finance income and costs are reported on an accruals basis.
Segment reporting
Segmental analysis is not applicable as there is only one operating segment of the continuing business –
investment activities.
Taxation
Current tax is the tax currently payable or refundable based on the 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.
Page 30
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
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
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.
Equity
Equity comprises the following:
•
•
•
"Share capital" representing the nominal value of equity shares.
"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.
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.
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.
Page 31
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
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:
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.
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.
Page 32
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
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 2023 and 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.
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.
Page 33
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
Cash and cash equivalents
Cash and cash equivalents comprise, 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.
Share-Based Payments
In 2022 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 immediately recognized the amount that otherwise would have been
recognised for services received over the remainder of the vesting period. See Note 14 below.
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) on financial investments
Unrealised (loss) on financial investments
Total Loss
4. Administrative expenses
The operating loss is stated after charging/(crediting):
Legal and professional fees
Differences on foreign exchange
Other overheads including directors’ remuneration and insurance
Total administrative costs
5. Auditor’s remuneration
Fees for the audit of the annual accounts
2023
£000
64
(684)
465
(155)
2023
£000
164
133
207
504
2023
£000
29
2022
£000
93
(288)
(542)
(737)
2022
£000
158
(112)
355
401
2022
£000
24
Page 34
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
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
2023
£000
168
(1)
167
No.
3
3
2022
£000
132
15
147
No.
3
3
Directors’ remuneration
£000
£000
Emoluments
Social security costs
Share based payment
132
15
121
268
The Company operates only the basic pension plan required under UK legislation, contributions thereto
during the year amounted to £nil (2022: £nil).
168
(1)
-
167
Emoluments of the Individual Directors
Fees
and salaries
Share
based payments
2023
R Labrum
M Beardmore
H Clark
2022
R Labrum
M Beardmore
H Clark
£000
57
75
36
168
£000
48
60
24
132
£000
-
-
-
-
£000
41
40
40
121
Total
£000
57
75
36
168
£000
89
100
64
253
Key Management Personnel
The key management personnel are considered to be the directors. Their remuneration is included in the note
above.
Page 35
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
7. Tax Expense
Income tax recognised in profit or loss
Taxation
Current tax
Prior year adjustment
Total tax
2023
£000
-
-
-
2022
£000
-
(29)
(29)
The reasons for the differences 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 for the year before tax
Income tax (credit)/expense
Loss before income taxes
Tax using the Company’s domestic tax rate of 23.52% (2022: 19%)
Expenses not deductible for tax purposes
Income not taxable for tax purposes
Adjustment in deferred tax for changes in tax rate
Movement in deferred tax not recognised
Prior year adjustments
Total tax expense
2023
£000
(2,349)
-
(2,349)
(552)
596
(116)
(5)
77
-
-
2022
£000
(1,484)
(29)
(1,513)
(287)
232
-
-
28
(29)
Deferred tax asset not recognised
148
71
From April 2023 the UK government increased the main rate of corporation tax from 19% to 25%. An
apportionment of the two rates has been used to calculate the Company’s domestic tax rate for 2023 of 23.52%.
As detailed in Note 1 above, the Company has not recognised a deferred tax asset in the financial statements as
there is no certainty that taxable profits will be available against which these assets could be utilised. Unused tax
losses used to calculate the deferred tax asset at the rate of 25% are £593,297 (2022: £286,261).
Page 36
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
8. Financial investments
Fair Value at 31 December 2021
Additions
Transfer
Fair value changes
Loss on disposals
Disposal
Impairment (provision)/reversal
Foreign Exchange
Fair Value at 31 December 2022
Additions
Interest – Unlisted Convertible
Loan
Fair value changes
Loss on disposals
Disposal
Impairment provision
Foreign Exchange
Fair Value at 31 December 2023
The 2023 financial assets are split
as follows:
Current assets – listed
Current assets – unlisted
Non-current assets - unlisted
Total
The 2022 financial assets are split
as follows:
Current assets – listed
Current assets – unlisted
convertible loans
Non-current assets - unlisted
Total
£000
Level 1
633
2,153
350
(542)
(288)
(696)
(407)
-
1,203
-
-
465
(684)
(116)
-
-
868
868
-
-
868
1,203
-
-
1,203
£000
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
£000
Level 3
7,409
1,552
(350)
-
-
(2,450)
32
112
6,305
75
64
-
-
(935)
(1,690)
(133)
3,686
-
1,634
2,052
3,686
-
861
5,444
6,305
£000
Total
8,042
3,705
-
(542)
(288)
(3,146)
(375)
112
7,508
75
64
465
(684)
(1,051)
(1,690)
(133)
4,554
868
1,634
2,052
4,554
1,203
861
5,444
7,508
Page 37
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
Financial investments (continued)
£000
Level 1
£000
Level 2
£000
Level 3
Loss on investments held at fair value through profit or loss for 2023
Fair value gain on investments
Realised loss on disposal of investments
Net loss on investments held at fair value through profit or loss
465
(684)
(219)
-
-
-
-
-
-
Loss on investments held at fair value through profit or loss for 2022
Fair value gain on investments
Realised loss on disposal of investments
Net loss on investments held at fair value through profit or loss
(542)
(288)
(830)
-
-
-
-
-
-
£000
Level 1
£000
Level 2
£000
Level 3
£000
Total
465
(684)
(219)
£000
Total
(542)
(288)
(830)
Level 1
Level 2
Level 3
represents those assets, which are measured using unadjusted quoted prices 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 are not based 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 £1,689,777 (2022: £374,805). This represents an impairment of £1,617,561 in respect of Engage Technology
Partners Limited and £100,000 in respect of SOA Energy UK Limited. The directors have also reversed a previous
impairment of £7,984 in respect of the Supernatural Foods Limited shares that were disposed of during the year
and £19,800 in respect of Sport80 plc, which is still held by the Company.
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.
Significant additions and disposals during the year and subsequent to the year end
Disposal in Bushveld Minerals Limited
During the year the Company was repaid the convertible loan note owed by Bushveld Minerals Limited. The final
payment was received in November 2023. During the year the Company received £64,000 of interest on the
outstanding loan notes.
Sale of Payapps Limited (“Payapps)
Following the year end Payapps was purchased by Autodesk Inc. This resulted in the Company receiving
approximately USD 6.1m. The purchase was for the the Payapps’ Construction Payment Management businesses
(Payapps, GCPay and Webcontractor) and the acquisition did not include the Facilities Management (“FMI”)
business, which was separated out of Payapps prior to the closing of the acquisition and retained for the benefit
of Payapps’ existing shareholders. A separate sale process will be conducted with the net proceeds from the sale
of the FMI business to be distributed to Payapps shareholders as additional consideration.
Page 38
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
Impairment in value of Engage Technology Partners Limited (“Engage”)
In April 2024 Engage undertook a significant restructure which resulted in the Company’s shareholding in Engage
being reduced from 4.49% to 1.97%. This dilution, along with a reassessment by the directors of the current
valuation of Engage, has resulted in a reduction in the carrying value of Engage in the Company’s balance sheet to
£158,000, approximately an 89% reduction.
Purchase of shares in Virtualstock Holding Limited
In May 2024 the Company purchased 250,000 shares in Virtualstock Holdings Limited for £2.00 per share, a total
investment of £500,000.
Significant additions and disposals in 2022
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 2022 the Company acquired £514,000 of shares and sold £114,000 of shares in Rambler. In
2023 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
Basic and diluted earnings per share
2023
2022
From continuing operations attributable to the ordinary equity holders
of the Company
Total basic and diluted earnings per share attributable to the ordinary
equity holders of the Company
(1.680)
(1.061)
(1.680)
(1.061)
The calculation of the loss per share is based on the loss after taxation
divided by the weighted average number of shares in issue during the
period:
Loss for the year
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
Weighted average number of ordinary shares and potential ordinary
shares used as the denominator in calculating diluted earnings per share
2023
£000
(2,349)
2022
£000
(1,848)
2023
2022
139,830,968
139,830,968
-
-
139,830,968
139,830,968
Page 39
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
10. Trade and other receivables
Current trade and other receivables
Other receivables
Prepayments and accrued income
Tax recoverable
Total trade and other receivables
2023
£000
7
5
-
12
2022
£000
-
5
29
34
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
11. Trade and other payables
Trade payables
Taxation due to HMRC
Accruals and deferred income
Total trade and other payables
2023
£000
17
81
46
144
2022
£000
15
60
35
110
All amounts are short term and the carrying values are considered to be a reasonable approximation of fair value.
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
Bank and cash balances
2023
£000
868
1,634
12
775
3,289
2022
£000
1,203
861
34
114
2,212
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
2023
£000
144
144
2022
£000
110
110
Page 40
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
Risk Management Objectives and Policies (continued)
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 £248,000 and a corresponding
increase in the value of sterling would result in a decrease in the value of financial investments by the same
amount.
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 ‘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 £775,000 (2022: £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
Page 41
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
Risk Management Objectives and Policies (continued)
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 £868,000 (2022: £1,203,000). 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 £87,000 (2022:
£120,000). 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.
13. Share Capital
Authorised
Shares treated as equity
Ordinary shares of £0.002 each
Issued and fully paid
2023
Number
2023
£000
2022
Number
139,830,968
280 139,830,968
139,830,968
280 139,830,968
2023
Number
2023
£000
2022
Number
Ordinary shares of £0.002 each
139,830,968
280 139,830,968
At 1 January and 31 December
139,830,968
280 139,830,968
14. Share Schemes
There are currently no share schemes in place.
2022
£000
280
280
2022
£000
280
280
In 2022 the directors agreed to cancel the Share Options that had been granted in the previous year. There were
no share options outstanding as at 31st December 2022.
Page 42
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
Full details of the Share Options for 2022, including their exercise prices and periods, are set out below:
At 1 January
2022
Issued during
the year
Share Options
R Labrum
H Clark
M Beardmore
S Holden
Total
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
12,000,000
-
-
-
-
-
-
Terminated
during the
year
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
12,000,000
At 31
December
2022
-
-
-
-
-
-
The weighed average value of options are as follows:
2023
2022
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
N/A
N/A
N/A
0.041p
0.000p
0 years
During 2022 the holders of the Share Options agreed to terminate all of the 12,000,000 share options. As such,
the termination was 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 was recognised in full during the year
ended 31st December 2022. The Monte Carlo pricing model was 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:
Risk Free
Rate
Share Price
Volatility
Expected Life Share Price
at Date of
Grant
0.041
1st March 2021
0.36%
67.53%
5 Years
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
15. Capital Commitments
2023
£000
-
2022
£000
121
The Directors have confirmed that there were no contingent liabilities or capital commitments which should be
disclosed as at 31 December 2023 (2022: 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 43
Primorus Investments plc
Notes to the Financial Statements
For the year ended 31 December 2023
16. Notes Supporting Statement of Cash Flow
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
17. Related Party Transactions
There were no other related party transactions during the year.
18. Events after the reporting date
2023
£000
775
775
775
2022
£000
114
114
114
Following the year end Payapps was purchased by Autodesk Inc. This resulted in the Company receiving
approximately USD 6.1m. The purchase was for the Payapps’ Construction Payment Management businesses
(Payapps, GCPay and Webcontractor) and the acquisition did not include the Facilities Management (“FMI”)
business, which was separated out of Payapps prior to the closing of the acquisition and retained for the benefit
of Payapps’ existing shareholders. A separate sale process will be conducted with the net proceeds from the sale
of the FMI business to be distributed to Payapps shareholders as additional consideration.
In March 2024 the Company announced the payment of a special dividend to shareholders of 1.5p per share,
amounting to a distribution of proceeds to shareholders of approximately £2.1m, in aggregate. This dividend was
paid to shareholders on 10th April 2024.
Since the year end the Company has acquired an additional 329,808 shares ins Fresho Pty Limited at an average
price of AUD$0.862 per share for a total consideration of AUD$284,301.
In April 2024 Engage undertook a significant restructure which resulted in the Company’s shareholding in Engage
being reduced from 4.49% to 1.97%. This dilution, along with a reassessment by the directors of the current
valuation of Engage, has resulted in a reduction in the carrying value of Engage in the Company’s balance sheet to
£158,000, approximately an 89% reduction.
In May 2024 the Company purchased 250,000 shares in Virtualstock Holdings Limited for £2.00 per share, a total
investment of £500,000.
19. Ultimate Controlling Party
It is considered that there is no ultimate controlling party of the Company.
Page 44