RiverFort Global Opportunities plc
Financial Statements
for the year ended 31 December 2023
Company no: 269566
1
RiverFort Global Opportunities plc
COMPANY INFORMATION
DIRECTORS:
SECRETARY:
REGISTERED OFFICE:
P Haydn-Slater (Non-Executive Chairman)
N Lee (Investment Director)
A van Dyke
A Nesbitt
M Nicholson
Suite 39
18 High Street
High Wycombe
Buckinghamshire
HP11 2BE
COMPANY REGISTRATION NUMBER:
00269566
REGISTRAR AND TRANSFER OFFICE:
BANKERS:
SOLICITORS:
INDEPENDENT AUDITOR:
NOMINATED ADVISOR:
JOINT BROKER:
JOINT BROKER:
Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Barclays Bank Plc
77 Albion Street
Leeds
LS1 5AW
Orrick, Herrington & Sutcliffe (UK) LLP
107 Cheapside
London
EC2V 6DN
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
Beaumont Cornish Limited
Building 3
566 Chiswick High Road
London
W4 5YA
Peterhouse Corporate Finance Limited
80 Cheapside
London
EC2V 6DZ
Shard Capital Partners LLP
3rd Floor
70 St Mary Axe
London
EC3A 8BE
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RiverFort Global Opportunities plc
CONTENTS
REPORTS
Chairman’s statement
Strategic Report
Directors’ Report
Directors’ Remuneration Report
Corporate Governance Report
Independent Auditor’s report
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
page
3
5
9
12
13
18
22
23
24
25
26
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RiverFort Global Opportunities plc
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
HIGHLIGHTS
• Successful redemption of the Company’s debt and equity linked portfolio for cash
• Cash balance of circa £1.1 million at the period end, rising to a current balance of circa £2.6 million through the
partial redemption of its debt and equity linked portfolio for £2.15 million
• Net asset value of 0.68 pence per share at the period end compared to a pre suspension price of 0.22 pence per
share
• Profitable partial realisation of the Company’s investment in Smarttech247 Group plc (“Smarttech247”)
• Currently pursuing an opportunity to become a listed operating company in the wellness sector and generate
additional value for stakeholders
INTRODUCTION
We are pleased to report our results for the year to 31 December 2023 for the Company.
REVIEW OF THE YEAR
During H1 2023, the Company made a limited number of investments and focused on accumulating and preserving cash
given the difficult prevailing economic background. At the start of H2 2023, demand for the Company’s capital increased
with an improvement in investment terms and a number of investments were therefore made, principally into companies
in which the Company had previously successfully invested.
However, as the year progressed, the share price of certain of its investments such as Smarttech247 and Mindflair plc
(“Mindflair”) decreased, notwithstanding the positive underlying performance of these companies. This was primarily due
to a weakness in the market for technology companies.
In December 2023, the Company announced that it had been informed by one of its investments, Emergent Entertainment
Ltd (“Emergent”), that this company was engaging with insolvency advisers and, in January 2024, this company entered
voluntary liquidation.
At the same time, certain investments within the Company’s debt and equity linked portfolio started to struggle which
became more apparent post year end. Valoe OYJ, a Finnish company specialising in photovoltaic technology, entered
into restructuring proceedings in Finland on 22 January 2024. Gaussin SA, a technology company that designs and
assembles zero emission smart vehicles, had also just announced that it expected to report a significant shortfall in sales
for 2023 putting further pressure on its share price and liquidity.
The events referred to above, combined with the results of the full year end impairment review of the portfolio, resulted
in a significant reduction in the value of the investment portfolio.
Against this background, the Board has been conscious that small investment companies listed on AIM have become
increasingly less attractive to investors and that the Company’s share price has continued to trade at a significant discount
to its underlying net asset value. The Board had therefore already embarked on a review of various options for the
Company to provide better value and returns for its shareholders.
The conclusion reached in early 2024, was to first generate cash by initially redeeming part of its outstanding debt and
equity linked portfolio. Historically, the Company made the majority of its investments by way of participation certificates
in RiverFort Global Opportunities PCC Limited (“RGO PCC”), a Gibraltar based fund and so cash from this portfolio was
realised by effectively redeeming these participation certificates.
An opportunity was then identified where, subject to shareholder approval, RGO would become a focused operating
business by acquiring the trading assets of S-Ventures plc (“SVEN”), a company listed on the AQSE Growth Market and
active in the wellness sector, for circa £3.5 million in new shares in RGO. For the 15 months to 31 December 2023, SVEN
expects the group to generate gross revenue from continuing operations of around £21.6 million and EBITDA of £1 million.
The company is led by Scott Livingston who has a successful track record of managing and developing brands in the
wellness sector.
The Board believes that the proposed acquisition represents an exciting opportunity and would enable RGO to become
an operating business with attractive potential for growth and the creation of shareholder value. RGO would bring
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RiverFort Global Opportunities plc
CHAIRMAN’S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
additional funding to SVEN’s operations and provide them with an AIM listing and better access to capital. Going forward,
the enlarged group would continue to improve its existing businesses, taking advantage of economies of scale and
consolidation of infrastructure to support their growth. At the same time, the Board believes that there are a number of
interesting acquisition opportunities available which would benefit from the team’s expertise and existing infrastructure
and enable the enlarged group to further scale its operations.
The redemption of the debt and equity linked portfolio attracted a further reduction in the year end portfolio valuation by
circa £1 million due to a lack of liquidity of this portfolio and its inherent risk which has subsequently been borne out by
certain post period end events in connection with investments in this portfolio. A cash consideration of £2.15 million was
received for the redemption of this portfolio in March 2024 and whilst certain of these transactions took place post period
end, the overall financial impact has been included in the financial position of the Company as at the year end in order to
provide a clear starting position for the Company as it moves forward into 2024. Furthermore, the advisory contract with
RiverFort Global Capital Limited has been terminated as there is now no need for this arrangement and it will save
significant costs.
Currently, the Company comprises cash plus a small number of investments, principally in listed companies such as
Smarttech247 and Mindflair and a loan to S-Ventures and therefore is very well positioned to embark on a new strategy.
Furthermore, post year end the Company disposed of part of its stake in Smarttech247, to provide it with additional cash
funds going forward.
OUTLOOK AND STRATEGY
2023 has clearly been a difficult year in terms of investment performance given the events that have taken place within
its investment portfolio, however, the Company is now very well positioned, with a significant cash balance and listed
assets, to embark on a new direction which we firmly believe will be beneficial for all stakeholders. We are currently
actively progressing the acquisition of the trading assets of S-Ventures and will provide further updates for shareholders
in due course.
Philip Haydn-Slater
Non-Executive Chairman
17 June 2024
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RiverFort Global Opportunities plc
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their Strategic Report on the Company for the year ended 31 December 2023.
REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS
Introduction
The Company is an investing company listed on the AIM market of the London Stock Exchange. It is focused on investing
in junior listed companies by way of debt or equity-linked debt investments. Returns are principally generated through a
combination of fees, interest and other equity linked or performance-based instruments. This investing strategy enables
the Company to reduce the risk and volatility normally associated with investing in junior companies solely by way of
equity, and to generate cash income and returns. It also seeks to invest in exciting pre-IPO opportunities that are
attractively valued and where there is a clear path to a liquidity event. Since the year end, the debt and equity linked
portfolio has been redeemed and the Company is focused on becoming an operating company in the wellness sector
through the potential acquisition of S-Ventures plc.
For the year to 31 December 2023, the Company made a loss from continuing operations of £5,342,542 (2022: loss
£866,430). The net asset value of the Company as at 31 December 2023 was £5,245,196 (2022: £10,587,738),
representing a decrease compared to the previous year as explained in the Chairman’s Statement.
The Company’s investment portfolio at 31 December 2023 is divided into the following categories:
Category
Cost or valuation (£000)
Debt and equity-linked debt investments
Equity and other investments
Pre IPO investments
Cash resources
Total
Debt and equity linked portfolio
2023
2,150
2,005
200
1,062
5,417
2022
3,612
3,427
1,067
958
9,064
During the year, the Company continued to invest in and realise cash from this portfolio. As referred to in the Chairman’s
Statement, this portfolio has struggled during 2023 with a number of impairments required at the period end.
In early 2024 it was decided to look at the possibility of revising the Company’s strategy to become an operating company
and therefore this portfolio was redeemed to realise cash. Given the subsequent redemption of this portfolio in 2024, its
value at the period end was reduced to the subsequent redemption value.
The Company now comprises cash plus a small number of investments, principally in listed companies such as
Smarttech247 and Mindflair and therefore is very well positioned to embark on a new strategy.
Also, post period end, a new investment was made in SVEN in the form of a £1 million loan repayable in 12 months with
a 20% coupon.
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RiverFort Global Opportunities plc
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Equity and other portfolio
At the year end, the Company’s equity portfolio comprised the following:
Company
Description
Smarttech247 Group plc
A cyber security company listed on AIM
MindFlair plc
An investment company listed on AIM
Other
Total
Various small holdings and warrants in
listed companies
Value of
investment
2024
£000
1,605
344
56
2,005
Value of
investment
2023
£000
2,293
937
197
3,427
At the end of 2022, shares in Smarttech247 Group plc (“Smarttech247”) were admitted to trading on the London Stock
Exchange’s AIM market raising gross proceeds of £3.7 million through a placing at a price of 29.66 pence per new ordinary
share. Smarttech247’s share price reduced during the year to 21 pence per share as at the period end, however, this still
represented an uplift compared to the level at which the investment was initially made into this company. Recent full year
and interim results of Smarttech247 have demonstrated positive growth by this company with a number of new contracts
with leading companies being won.
Since the year end, around half of the Company’s shareholding in Smarttech247 has been profitably sold due to demand
from new investors.
During the period, Pires Investments plc changed its name to Mindflair plc (“Mindflair”). This company continues to invest
in AI focused technology investments through three separate venture capital funds managed by Sure Valley Ventures
which are cornerstoned by Enterprise Ireland and the British Business Bank. Furthermore, this company also had a
significant investment in Emergent that filed for liquidation during 2024. This, combined with the fact that the technology
sector has generally struggled during the year, has resulted in a disappointing share price performance for Mindflair.
However, this company has some exciting investments in its portfolio and certain realisations are expected in the short to
medium term.
Pre IPO investments
The Company’s principal investment in this category was Emergent. Emergent was focused on becoming a next-
generation entertainment company, bringing audiences and storytellers
together by harnessing emerging
technologies. Whilst in the earlier part of 2023, the management team had been working on reducing the company’s cost
base and had revised its 2023 revenue forecasts upwards, as the year progressed trading deteriorated. Then in
December 2023, the Company announced that Emergent was engaging with insolvency advisers and expected shortly
to be placed into liquidation which then took place on 10 January 2024 with a resolution to voluntarily wind up the
company. This investment has therefore been provided for in full.
Cash resources
At the year end the Company had cash resources of £1.1 million. Since then, a combination of the redemption of the debt
and equity linked portfolio, settlement of fees with the Company’s investment advisor, the sale of around half of its
shareholding in Smarttech247 and the making of a £1 million loan to S-Ventures has increased this balance to a current
value of around £2.6 million.
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RiverFort Global Opportunities plc
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Income breakdown
Investment income
Net loss from financial instruments at FVTPL
Net foreign exchange (losses)/gains on other financial instruments
Total loss
Administration costs
Investment advisory fees
Other gains and losses
Operating loss
2023
£000
391
(4,673)
(45)
(4,327)
(366)
(624)
(26)
(5,343)
2022
£000
1,167
(1,450)
90
(193)
(319)
(413)
59
(866)
Investment income derived principally from the fees and interest income in relation to our debt and equity linked debt
investments. The net loss from financial instruments at FVTPL represents the impact of impairing and redeeming the
investment portfolio.
A significant operating loss was recognised during the year as a result of the impairment of certain assets as described
earlier, the write off of the Company’s investment in Emergent and the redemption of the debt and equity linked portfolio.
KEY PERFORMANCE INDICATORS
The key performance indicators are set out below:
COMPANY STATISTICS
Net asset value
Net asset value – fully diluted per share
Closing share price
Net asset value premium to the share price
31 December
2023
31 December
2022
Change %
£5,245,000
£10,588,000
0.68p
0.39p
74%
1.35p
0.75p
82%
-50%
-50%
-48%
-11%
-48%
Market capitalisation
£3,024,000
£5,816,000
KEY RISKS AND UNCERTAINTIES
Investments in junior companies can carry a high level of risk and uncertainty, although the returns can be attractive. At
this stage there can be no certainty of outcome and the Company may have difficulty in realising the full value from its
investments in a forced sale. Furthermore, the Company limits the amount of each commitment, both as to the absolute
amount and percentage of the target company.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the Company’s financial risk management objectives and policies are set out in Note 21 to these financial
statements.
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RiverFort Global Opportunities plc
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE
S172 of the Companies Act 2006 requires the Board to promote the Company for the benefit of the members as a
whole. In particular, the requirements of s172 are for the Directors to:
Consider the likely consequences of any decision in the long term
Act fairly between the members of the Company
•
•
• Maintain a reputation for high standards of business conduct
•
•
•
The Directors are collectively responsible for formulating the Company’s investment strategy, and during 2023 they have
continued to focus on implementing the investment strategy previously approved by shareholders in 2018.
Consider the interests of the Company’s employees
Foster the Company’s relationships with suppliers, customers and others and
Consider the impact of the Company’s operations on the community and the environment.
In addition, the application of s172 requirements can be demonstrated in relation to some of the key decisions made
during 2023:
• Commitment to developing and applying high standards of corporate governance
• The making of further investments to generate returns for the Company and its shareholders.
• The potential revision of the Company’s strategy in order to create more value for its shareholders.
The Board places equal importance on all shareholders and strives for transparent and effective external communications,
within the regulatory confines of a listed company. The primary communication tool for regulatory matters and matters of
material substance is through the Regulatory News Service (“RNS”). We also provide an environment where shareholders
can interact with the Board and management, ask questions and raise any concerns they may have. The Directors believe
they have acted in a way they consider most likely to promote the success of the Company for the benefit of its members
as a whole, as required by Section 172 (1) of the Companies Act 2006.
GOING CONCERN
The Company’s assets now comprise mainly cash and quoted securities. As at the year end, the Company held a
significant balance of cash. Furthermore, the Company has prepared cash forecasts to June 2025 that show that the
Company has sufficient cash resources for the foreseeable future. Accordingly, the Directors believe that as at the date
of this report it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
ON BEHALF OF THE BOARD
Nicholas Lee
Investment Director
17 June 2024
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RiverFort Global Opportunities plc
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their annual report on the affairs of the Company, together with the audited financial statements
for the year ended 31 December 2023.
PRINCIPAL ACTIVITIES
The Company’s principal activity is that of an investment company focused on making investments in a number of
sectors including the natural resources, technology and healthcare sectors.
RESULTS AND DIVIDENDS
The Company made a loss after taxation of £5,342,542 (2022: loss £866,430). It is not expected that a dividend will
be declared for 2023 (2022: £Nil).
The key performance indicators are shown in the Strategic Report.
DIRECTORS AND DIRECTORS’ INTERESTS
The Directors of the Company, together with their beneficial interests in the shares of the Company at the end of the
year, are listed below. All served on the Board throughout the year, unless otherwise stated. There is a qualifying
third party indemnity provision in force for the benefit of the Directors and officers of the Company.
P Haydn-Slater
N Lee
Ms A van Dyke
A Nesbitt
Percentage
of issued
share capital
31 December
2023
31 December
2022
2.58%
0.59%
−
20,000,000
20,000,000
4,601,470
4,601,470
−
−
0.13%
1,000,000
1,000,000
SUBSTANTIAL INTERESTS
The Company is aware that as at 17 June 2024, the following, other than the Directors shown above, held in excess
of 3% of the issued share capital of the Company:
Number of
ordinary shares
Percentage of
issued share capital
Premier Miton Group plc
115,751,211
Cannacord Genuity Group Inc (discretionary clients)
115,500,000
RiverFort Global Capital Ltd
DB Value Investments
Shakoor Capital Limited
Rulegate Nominees Limited
James Lewis
37,545,600
34,500,000
31,500,000
26,500,000
24,295,454
14.93%
14.90%
4.84%
4.45%
4.06%
3.42%
3.13%
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RiverFort Global Opportunities plc
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
CORPORATE GOVERNANCE
The Board recognises its responsibility for the proper management of the Company and is committed to maintaining
a high standard of corporate governance. Further details with regard to corporate governance are set out in the
Corporate Governance Report.
BOARD OF DIRECTORS
The Company supports the concept of an effective Board leading and controlling the Company. The Board is
responsible for approving Company policy and strategy. It meets regularly and has a schedule of matters specifically
reserved to it for decision. Management supplies the Board with appropriate and timely information and the Directors
are free to seek any further information they consider necessary. All Directors have access to advice from the Company
Secretary and independent professionals at the Company’s expense. Training is available for new Directors and other
Directors as necessary.
The Board currently consists of four directors, the Investment Director, Nicholas Lee and three non-executive directors,
Amanda van Dyke, Andrew Nesbitt and Philip Haydn-Slater. Each Director appointed by the Board since the last AGM
holds office until the next AGM and is then eligible for reappointment. Furthermore, one third of Directors who were
directors at the time of the two immediately preceding AGMs and who did not retire at such meetings, retire from office
by rotation and are then eligible for reappointment.
Given the size of the Board, there is no separate nomination committee. All Director appointments are approved by
the Board as a whole.
COMMUNICATIONS WITH SHAREHOLDERS
Communications with shareholders are given a high priority. In addition to the publication of an annual report and an
interim report, there is regular dialogue with shareholders and analysts. The Annual General Meeting is viewed as a
forum for communicating with shareholders, particularly private investors. Shareholders may question the Chairman
and other members of the Board at the Annual General Meeting.
INTERNAL CONTROL
The Directors acknowledge they are responsible for the Company’s system of internal control and for reviewing the
effectiveness of these systems. The risk management process and systems of internal control are designed to manage
rather than eliminate the risk of the Company failing to achieve its strategic objectives. It should be recognised that
such systems can only provide reasonable and not absolute assurance against material misstatement or loss. The
Company has well established procedures which are considered adequate given the size of the business.
POST YEAR END EVENTS
On 22 March 2024, the Company announced an investment in S-Ventures plc ("SVEN") in the form of a £1 million
secured loan for a period of 12 months carrying a fixed return of 20% and the redemption of its debt and equity-linked
portfolio for £2.15 million in cash. In addition, the Company has signed a non-binding term sheet and is advancing
discussions that may lead to the acquisition of 100% of the assets and liabilities (the "Business") of SVEN ("Proposed
Acquisition").
The Proposed Acquisition will constitute a reverse takeover ("RTO") under the AIM Rules for Companies (the "AIM
Rules") as, inter alia, the Proposed Acquisition will fundamentally change the Company from an Investing Company
into an operating business and therefore, in accordance with Rule 14 of the AIM Rules, will require application to be
made for the enlarged share capital to be readmitted to AIM ("Admission"), the publication of an AIM admission
document ("Admission Document") and approval by the shareholders of the Company at a general meeting. Also, in
accordance with Rule 14 of the AIM Rules, trading in the Company’s ordinary shares of 0.01 pence each ("Ordinary
Shares") were suspended on AIM from 7.30 am on 22 March 2024, until the publication of the Admission Document
or an announcement that the Proposed Transaction is not proceeding.
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RiverFort Global Opportunities plc
DIRECTORS’ REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the report of the directors and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. The Directors are required
by the AIM Rules of the London Stock Exchange to prepare financial statements in accordance with UK adopted
international accounting standards. 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 and profit or loss of the company for
that period.
In preparing these financial statements, the directors are required to:
•
select suitable accounting policies and then apply them consistently
• make judgments and accounting estimates that are reasonable and prudent
•
•
state whether they have been prepared in accordance with UK adopted international accounting standards,
subject to any material departures disclosed and explained in the financial statements
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 the
financial statements may differ from legislation in other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company’s website.
PROVISION OF INFORMATION TO THE AUDITOR
So far as each of the directors are aware at the time this report was approved:
•
•
there is no relevant audit information of which the Company’s auditor is unaware: and
the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is aware of that information.
AUDITORS
The auditors, PKF Littlejohn LLP have indicated their willingness to continue in office, and a resolution that they be
re-appointed will be proposed at the annual general meeting.
This report was approved by the Board on 17 June 2024 and signed on its behalf.
Nicholas Lee
Investment Director
17 June 2024
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RiverFort Global Opportunities plc
DIRECTORS’ REMUNERATION REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The remuneration of the directors is fixed by the Board as a whole. The Board seeks to provide appropriate reward for
the skill and time commitment required so as to retain the right calibre of director at a cost to the Company which reflects
current market rates. Further details of directors’ fees and of payments made for professional services rendered are set
out in Note 10 to the financial statements.
During the period, the following remuneration and other benefits were charged to the Company:
Name of director
P Haydn-Slater
N Lee
A van Dyke
A Nesbitt
Fees and
salaries
£
50,000
52,000
22,000
20,167
144,167
Bonus
£
−
−
−
−
−
Total
2023
£
50,000
52,000
22,000
20,167
Total
2022
£
50,000
52,000
22,000
−
144,167
124,000
*P Haydn-Slater’s remuneration of £50,000 was invoiced by Musgrave Financial Ltd, a company controlled by him.
In 2022, £48,000 of his remuneration was invoiced by Musgrave Financial Ltd
PENSION CONTRIBUTIONS
No director has any pension entitlements.
SHARE OPTIONS
Details of the Directors’ share options are shown below:
Number outstanding at
31 December 2023
Number outstanding at
31 December 2022
Exercise
price
Vesting
date
Expiry
Date
P Haydn-Slater
N Lee
16,900,000
16,900,000
16,900,000
1.00p
Various
16,900,000
1.00p
Various
12 Feb 2031
12 Feb 2031
Further details of the share options are set out in Note 20.
Amanda van Dyke
Director
17 June 2024
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RiverFort Global Opportunities plc
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Board recognises its responsibility for the proper management of the Company and is committed to maintaining
a high standard of corporate governance. The Directors recognise the importance of sound corporate governance
commensurate with the size and nature of the Company and the interests of its Shareholders. The Quoted Companies
Alliance has published the QCA Code, which includes a standard of minimum best practice for AIM companies, and
recommendations for reporting corporate governance matters. The Directors take into account the QCA Code to the
extent they consider it appropriate and having regard to the size and resources of the Company.
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate
actions. The Company holds Board meetings at least six times each financial year and at other times as and when
required.
ANTI-CORRUPTION AND BRIBERY POLICY
The Company has adopted an anti-corruption and bribery policy which applies to the Directors. It generally sets out
their responsibilities in observing and upholding a zero-tolerance position on bribery and corruption in all the
jurisdictions in which the Company operates as well as providing guidance on how to recognise and deal with bribery
and corruption issues and the potential consequences. The Company expects all employees, suppliers, contractors
and consultants to conduct their day-to-day business activities in a fair, honest and ethical manner, be aware of and
refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in
compliance with it.
The Company has established a remuneration committee and an audit and compliance committee with formally
delegated duties and responsibilities.
AUDIT AND COMPLIANCE COMMITTEE
The Audit and Compliance Committee has primary responsibility for monitoring the quality of internal controls and
ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews
reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting
and internal control systems in use throughout the Company. The Audit and Compliance Committee is responsible
for keeping under review the scope and results of the audit, its cost effectiveness and the independence and objectivity
of the auditors. It also has responsibility for public reporting and internal controls. The Audit and Compliance
Committee also monitors the Company’s compliance with the AIM Rules for Companies and ensures that procedures,
resources and controls are in place to ensure the Company’s compliance with the AIM Rules for Companies. The
members of the Audit and Compliance Committee are Philip Haydn-Slater (Chairman) and Amanda van Dyke. This
committee met twice during the year in connection with the approval of the accounts for the year ended 31 December
2022 and the interim accounts to 30 June 2023.
REMUNERATION COMMITTEE
The Remuneration Committee reviews the performance of the Directors and makes recommendations to the Board
on matters relating to their remuneration and terms of employment. Under its terms of reference, it meets at least once
a year and is responsible for ensuring that the Directors are fairly rewarded (which extends to all aspects of
remuneration) for their individual contribution to the overall performance of the Company. The members of the
Remuneration Committee are Amanda van Dyke (Chairman) and Andrew Nesbitt. This committee met once during
the year.
SHARE DEALING CODE
The Company has adopted a share dealing policy which sets out the requirements and procedures for the Board in
any of its AIM securities in accordance with the provisions of MAR and of the AIM Rules for Companies.
14
RiverFort Global Opportunities plc
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
COMPLIANCE WITH CORPORATE GOVERNANCE CODE
BACKGROUND
All members of the Board believe strongly in the value and importance of good corporate governance and in
accountability to all of the Company’s stakeholders. The statement below explains the approach to governance and
how the Board and its Committees operate.
The corporate governance framework which the Company operates, including board leadership and effectiveness,
board remuneration, and internal control is based upon practices which the Board believes are proportional to the
size, risks, complexity and operations of the business and is reflective of the Company’s values. Of the two widely
recognised formal codes, it has been decided to adopt the Quoted Companies Alliance’s (“QCA”) Corporate
Governance Code for small and mid-size quoted companies.
The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it
considers to be appropriate arrangements for growing companies and asks companies to provide an explanation
about how they are meeting the principles through the prescribed disclosures. The Board has considered how it
applies each principle to the extent that the Board judges these to be appropriate in the circumstances, and below is
an explanation of the approach taken in relation to each.
The following paragraphs set out the Company’s compliance with the ten principles of the QCA Code and reasons for
any non-compliance.
1. Establish a strategy and business model which promotes long-term value for shareholders
The Company is an investing company listed on AIM. Its principal focus is investing in both listed and unlisted junior
companies where it believes that it can make an attractive return for shareholders. This strategy has been further
developed since 2018 by entering into a partnership with RiverFort Global Capital Limited, the specialist arranger of
funding solutions for listed and unlisted junior companies. The Company is focused on deploying its capital in
investments that provide both income and downside protection. Going forward it is expected that the Company will
deliver returns to shareholders through a combination of capital growth and dividend income. During the year, the
Company has continued to implement successfully this business model and has continued to experience demand for
its investment capital.
2. Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders.
Shareholders have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition,
all shareholders are encouraged to attend the Company’s Annual General Meeting (“AGM”). Investors also have
access to current information on the Company through its website, www.riverfortglobalopportunities.com and via
Nicholas Lee, Investment Director, who is available to answer investor relations enquiries and can be contacted on
nick.lee@rgo-plc.com
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board recognises that the long-term success of the Company is reliant upon the efforts of its directors and
partners, and upon its contractors, suppliers and regulators. The Board has put in place a range of processes and
systems to ensure that there is close Board oversight and contact with its key resources and relationships.
15
RiverFort Global Opportunities plc
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation
It is the responsibility of the Board to ensure investments are managed within acceptable margins of risk. The
Company’s investments are monitored on a regular basis which includes reviewing corporate developments and
financial performance. The Board also ensures that no one investment represents too great a concentration in the
investment portfolio. In addition to its other roles and responsibilities, the Audit and Compliance Committee (as set
out in the composition details in the Corporate Governance section of the Company’s website) is responsible to the
Board for ensuring that procedures are, being effectively implemented to identify, evaluate and manage the significant
risks faced by the Company. Within the scope of the annual audit, specific financial risks are evaluated in detail,
including in relation to foreign currency, interest rates, liquidity and credit.
The Directors have established procedures, for the purpose of providing a system of internal control. This includes
both the procedures referred to above and the preparation of financial information about the Company on a regular
basis. In addition, there are a range of Company policies that are reviewed at least annually by the Board. These
policies cover matters such as share dealing and insider legislation. The Board currently takes the view that 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 Directors. However, the Board will continue to monitor the need for an internal audit function.
As noted in the Strategic Report in the Annual Report, the Board regularly reviews operating and strategic risks and
considers in such reviews financial and non-financial information including:
– a review of the business at each Board meeting, focusing on any new decisions/risks arising;
– the performance of investments;
– selection criteria of new investments; and
– reports prepared by third parties.
5. Maintain the Board as a well-functioning, balanced team led by the Chair
The QCA Code requires that the boards of AIM companies have an appropriate balance between executive and non-
executive directors of which at least two should be independent.
The Board comprises, the Independent Non-Executive Chairman Philip Haydn-Slater. Investment Director Nicholas
Lee, and two Non-Executive Directors, Andrew Nesbitt and Amanda van Dyke. The Board believes that Philip Haydn-
Slater fulfils the role of being independent notwithstanding his equity interests in the Company and participation in the
Company bonus scheme. The Board is assisted by Miles Nicholson with respect to financial accounting and Company
Secretarial matters. The time commitment formally required by the Company is an overriding principal that each director
will devote as much time as is required to carry out the roles and responsibilities that the director has agreed to take on.
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 as prescribed in the Company’s Articles of Association.
Each Director appointed by the Board since the last AGM holds office until the next AGM and is then eligible for
reappointment. Furthermore, one third of Directors who were directors at the time of the two immediately preceding
AGMs and who did not retire at such meetings, retire from office by rotation and they can then offer themselves for re-
election. The letters of appointment of all directors are available for inspection at the Company’s registered office during
normal business hours.
The Directors receive fees for their services as directors which are approved by the Board, being mindful of the time
commitment and responsibilities of their roles and of current market rates for comparable organizations and
appointments.
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. Whilst, the Company does not have a specific CFO, the Investment Director is a
qualified accountant and therefore is able to provide sufficient financial oversight. Furthermore, financial information
is prepared on a regular basis by the Company’s third-party accounting services provider thereby separating
preparation from review.
16
RiverFort Global Opportunities plc
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Board meetings are held as regularly as necessary given the Company’s levels of activity but with at least six
meetings held a year. It has established an Audit and Compliance Committee and a Remuneration Committee,
particulars of which appear hereafter. The Board agreed that appointments to the Board are made by the Board as a
whole and so has not created a Nominations Committee.
The Board retains full control of the Company with day-to-day operational control delegated to the Investment Director
and other Directors. Since the beginning of 2023, the Board has met three times with all Directors attending and the
Directors communicate regularly at other times.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
All four members of the Board bring relevant sector experience and public markets experience and one member is a
chartered accountant. One director is female and three are male. The Board believes that its blend of relevant
experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy.
Philip Haydn-Slater, Independent Non-Executive Chairman
Philip has over 35 years of experience in stockbroking and commodities with a number of well-known stockbroking
firms. He spent eight years as Head of Corporate Broking at WH Ireland Limited in London, where he was responsible
for originating and managing equity transactions, including IPOs and secondary placings for corporate clients on AIM
and other international exchanges including the Australian and Canadian stock exchanges largely in the natural
resources sector. Philip has also worked in London and Sydney for various financial institutions including ABN Amro,
Bankers Trust, James Capel & Co and Bain Securities (Deutsche Bank) Sydney. More recently, given his wealth of
experience, he has acted as an independent director on the boards of a number of public and private companies.
Nicholas Lee, Investment Director
Nicholas read Engineering at St. John’s College, Cambridge and began his career at Coopers & Lybrand where he
qualified as a chartered accountant. He then joined Dresdner Kleinwort where he worked in their corporate finance
department advising a range of companies across a number of different sectors. When he left in 2009, he was a
Managing Director and Head of Investment Banking for Dresdner Kleinwort’s hedge fund/alternative asset manager
clients. Since then, Nicholas has been actively involved with AIM companies and is currently a director of a number
of AIM listed companies including Mindflair plc, Smarttec247 Group plc and Huddled Group plc.
Andrew Nesbitt, Independent Non-Executive Director
Andrew is a qualified mining engineer and CEO of Australian Mines Limited, an ASX Listed Metals and Mining
exploration and development vehicle. The Company has assets located in Australia and Brazil. The Company’s focus
is to explore and develop economic mining projects associated with battery metals with a special focus on Nickel,
Lithium and Rare Earths. He holds a BSc (Eng) Mining and an MBA and has over 25 years of experience in the natural
resources sector. Previously, he was a consultant to RiverFort Global Capital Limited, the Company’s Investment
Adviser. He has held various production and technical roles with both De Beers and Goldfields and has carried out a
number of feasibility studies across the world with the leading technical consulting group SRK. In addition, Andrew is
also an experienced investor, having previously worked as a partner and portfolio manager for Craton Capital Pty
Limited, a global precious metals fund with over US$400 million of assets under management
Amanda van Dyke, Independent Non-Executive Director
Amanda van Dyke is currently a Managing Director at ARCH Emerging Markets Partners Limited. Amanda has
previously worked for specialist fund manager at South River Asset Management, Dundee Securities, Ocean Equities
and GMP as a mining specialist in equity sales. She has an MBA and an MA in international economics from SDA
Bocconi. Amanda is also the chairman of Women in Mining (UK), sponsored by Rio Tinto, Anglo American and
Glencore.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Internal evaluation of the Board, its Committees and individual directors is important and will develop as the Company
grows in the future. The expectation is that Board reviews will be undertaken on an annual basis in the form of peer
appraisal, questionnaires and discussions to determine the effectiveness and performance in various areas as well
as the directors’ continued independence.
17
RiverFort Global Opportunities plc
CORPORATE GOVERNANCE REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
8. Promote a corporate culture that is based on ethical values and behaviours
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 the performance of the Company. The Board is very aware that the tone and
culture set by the Board will greatly impact all aspects of the Company as a whole. Therefore, the importance of sound
ethical values and behaviour is crucial to the ability of the Company to successfully achieve its corporate objectives.
The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that
the Company does. The Board assessment of the culture within the Company at the present time is one where there
is respect for all individuals, open dialogue within the Company and a commitment to best practice.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the
Board
The Board schedule provides for quarterly meetings and, in addition, meets ad-hoc as required. Notwithstanding the
above, the Board and its Committees receive appropriate and timely information prior to each meeting; a formal
agenda is produced for each meeting, and Board and Committee papers are distributed several days before meetings
take place. Any Director may challenge Company proposals and decisions are taken democratically after discussion.
Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in
the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such meetings
are agreed by the Board or relevant Committee and then followed up by the Company’s management.
The Audit and Compliance Committee monitors the integrity of financial statements, oversees risk management and
control, monitors the effectiveness of the internal audit function and reviews external auditor independence. It also
ensures that the Company is compliant with its relevant regulatory requirements. Philip Haydn-Slater and Amanda
van Dyke are the members of this committee.
The Remuneration Committee reviews the Board’s remuneration on a regular basis. Amanda van Dyke and Andrew
Nesbitt are the members of this committee.
Nominations to the Board are decided on by the Board as a whole and therefore the Company does not believe that
there is any need for a separate Nominations Committee.
The Non-Executive Chairman has overall responsibility for corporate governance and in promoting high standards
throughout the Company. He leads and chairs the Board, ensuring that committees are properly structured and
operate with appropriate terms of reference, ensures that performance of individual directors, the board and its
committees are reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees
communication between the Company and its shareholders.
The Non-Executive Directors contribute independent thinking and judgement through the application of their external
experience and knowledge, scrutinise the performance of management, provide constructive challenge to the
executive directors and ensure that the Company is operating within the governance and risk framework approved by
the Board.
The Company Secretary is responsible for providing clear and timely information flow to the Board and its committees
and supports the Board on matters of corporate governance and risk.
The Board has approved the adoption of the QCA Code as its governance framework against which this statement
has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework
as appropriate as the group evolves.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and
other relevant stakeholders
The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year
announcements, the AGM and one-to-one meetings with large existing or potential new shareholders. A range of
corporate information (including all Company announcements and presentations) is also available to shareholders,
investors and the public on the Company’s corporate website, www.riverfortglobalopportunities.com
18
RiverFort Global Opportunities plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF RIVERFORT GLOBAL OPPORTUNITIES PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RIVERFORT
GLOBAL OPPORTUNITIES PLC
Opinion
We have audited the financial statements of Riverfort Global Opportunities Plc (the ‘company’) for the year ended
31 December 2023 which comprise the Statement of 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 review of the directors’
statement in Note 2 of the financial statements and the company’s budgets and cashflow forecast for the period to
30 June 2025, twelve months from the date of approval of the financial statements, including checking the
mathematical accuracy of the budgets and cashflow forecast, discussion and challenge of significant assumptions
used by management as well as performing sensitivity analysis on the total expected cost outflows within the forecast
period.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
Our application of materiality
For the purposes of determining whether the financial statements are free from material misstatement, we define
materiality as the magnitude of misstatement that makes it probable that the economic decisions of a reasonable
knowledgeable person, relying on the financial statements, would be changed or influenced. We also determine a
level of performance materiality which we use to assess the extent of testing needed, to reduce to an appropriately
low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the
financial statements as a whole.
Materiality for the company financial statements as a whole was set at £144,000 (2022: £358,000). This has been
calculated based on 2% (2022: 3%) of gross assets. Using our professional judgement, we have determined this to
be the principal benchmark within the financial statements as it is most relevant to stakeholders in assessing the
financial performance of the company, based on value of the company’s investments.
19
RiverFort Global Opportunities plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF RIVERFORT GLOBAL OPPORTUNITIES PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
Performance materiality was set at £100,800 (2022: £250,600), being 70% of materiality for the financial statements
as a whole. A benchmark of 70% for performance materiality was applied to provide sufficient coverage of significant
and residual risks within the financial statements.
We agreed to report to those charged with governance all corrected and uncorrected misstatements we identified
through our audit with a value in excess of £7,200 (2022: £17,900). We also agreed to report any other
misstatements below that threshold that we believe warranted reporting on qualitative grounds.
Our approach to the audit
Our audit is risk based and is designed to focus our efforts on the areas at greatest risk of material misstatement,
aspects subject to significant management judgement as well as greatest complexity and size.
The financial asset investments balance is highly material and incorporates both equity investments and structured
finance investments. We carried out a detailed review of the classification of the financial assets accounted for at
fair value through profit and loss (FVTPL) and assessed the fair value of the instruments on a sample basis to ensure
they are materially correctly stated in these financial statements. Our work also incorporated carrying out a review
of the net income from financial instruments accounted for at FVTPL.
We consider the impact of the risks related to management override of controls and related party transactions and
relationships to be significant. We have tested journal entries occurring throughout the period, including journal
entries at year end. Additionally, as part of our audit procedures to address fraud risk, we assessed the overall
control environment and reviewed whether there had been any reported actual or alleged instances of fraudulent
activity during the year. Our work on related parties included carrying out an assessment of the company’s
procedures, as well as discussions with the directors.
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
Valuation and classification of Financial asset
investments (Note 15)
How our scope addressed this matter
The financial asset investments represent the
operational trade of the Company. They represent
the largest asset balance thus valuation and
ownership of the investments may materially impact
on the Company. This matter was considered to be
one of most significance in the audit due to the size,
complexity and significance of estimates and
judgements required in valuing the financial asset
investments.
There is a risk that the financial asset investments
are classified and valued incorrectly and are not
owned by the company.
Our work in this area included:
• Performing a review of the fair value of debt
investment assets at the year end, to
determine whether it was materially
misstated, by agreeing the fair value to the
post year end disposal value through the
verification of the sales agreement and post
year end bank receipt.
• Performing an impairment review of
investments in debt outstanding at the year-
end by assessing counterparties’ ability to
repay through review of post year end bank
statements and share price of customer;
• Obtaining copies of all contracts throughout
the period and reconciling back to the
investments held within the financial
statements;
20
RiverFort Global Opportunities plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF RIVERFORT GLOBAL OPPORTUNITIES PLC
FOR THE YEAR ENDED 31 DECEMBER 2023
•
Testing a sample of investments to certificate
of title to ensure rights and ownership of
investments;
• Verifying a sample of investment carrying
amounts to supporting information (e.g., stock
market prices, cost information, other
information available);
•
For investments in privately owned entities,
obtaining details of recent fund raising
activities to assess their fair value; and review
their latest financial statements to consider
whether there are any impairment indicators;
• Ensuring that any gains/losses charged
through the Profit and Loss are correctly
accounted for and classified appropriately;
• Obtaining copies of the loan agreements in
place at the year end and reconcile to the
financial asset balance;
• Ensuring disclosure is adequate as per IFRS
7 requirements and the significant estimates
section is disclosed in appropriate detail and
accuracy.
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:
21
RiverFort Global Opportunities plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF RIVERFORT GLOBAL OPPORTUNITIES 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 and application of
cumulative audit knowledge.
• We determined the principal laws and regulations relevant to the company in this regard to be those arising
from:
o Companies Act 2006
o AIM regulations
o Bribery Act 2010
o Criminal Finances Act 2017
o Modern Slavery Act 2015
o Finance Act 2020 (relating to corporation tax)
o UK tax law
o UK Employment law
• 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. This is evidenced by our discussion
of laws and regulations with management, reviewing minutes of meetings of those charged with
governance and review of regulatory news.
• We designed our audit procedures to ensure the audit team considered whether there were any indications
of non-compliance by the group with those laws and regulations. These procedures included, but were not
limited to:
o Making enquiries of management;
o A review of Board minutes;
o A review of legal ledger accounts;
o A review of Regulatory News Service (“RNS”) announcements.
22
RiverFort Global Opportunities plc
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF RIVERFORT GLOBAL OPPORTUNITIES 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, whether key management judgements could include management bias in relation to:
o Valuation of financial asset investments as outlined in the key audit matters section above
• 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 or where business rationale is not
clear.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases
the more that compliance with a law or regulation is removed from the events and transactions reflected in the
financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: https://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.
Nicholas Joel (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
17June 2024
15 Westferry Circus
Canary Wharf
London E14 4HD
23
RiverFort Global Opportunities plc
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
CONTINUING OPERATIONS:
Investment income
Net loss from financial instruments at FVTPL
Foreign exchange (losses)/gains on other financial instruments
TOTAL OPERATING LOSS
Administrative expenses
Investment advisory fees
Other gains and losses
LOSS BEFORE TAXATION
Taxation
LOSS FOR THE YEAR AND TOTAL COMPREHENSIVE INCOME
EARNINGS PER SHARE
Basic earnings per share
Fully diluted earnings per share
Note
2023
£
2022
£
4
5
6
7
8
9
12
13
391,151
1,167,379
(4,672,874)
(1,449,703)
(45,154)
89,703
(4,326,877)
(192,621)
(365,715)
(318,933)
(624,243)
(413,746)
(25,707)
58,870
(5,342,542)
(866,430)
−
−
(5,342,542)
(866,430)
(0.689p)
(0.689p)
(0.112p)
(0.112p)
The accompanying accounting policies and notes are an integral part of these financial statements.
24
RiverFort Global Opportunities plc
STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2023
NON-CURRENT ASSETS
Financial asset investments
CURRENT ASSETS
Financial asset investments
Trade and other receivables
Cash and cash equivalents
TOTAL CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
NET ASSETS
EQUITY
Share capital
Share premium account
Share options reserve
Retained profits
TOTAL EQUITY
Note
15
16
17
19
20
20
2023
£
2022
£
2,205,372
2,205,372
5,952,814
5,952,814
2,150,000
729,347
1,062,338
2,152,879
1,854,870
958,135
3,941,685
4,965,884
6,147,057
10,918,698
901,861
901,861
330,960
330,960
5,245,196
10,587,738
77,540
1,568,353
201,034
3,398,269
77,540
1,568,353
201,034
8,740,811
5,245,196
10,587,738
These Financial Statements were approved by the Board of Directors on 17 June 2024 and were signed on its behalf by:
N Lee
Director
Company number: 269566
The accompanying accounting policies and notes are an integral part of these financial statements.
25
RiverFort Global Opportunities plc
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share
capital
£
Share
premium
£
Share
options
reserve
£
Retained
profits
£
Total
equity
£
BALANCE AT 1 JANUARY 2022
77,540
1,568,353
201,034
9,901,894
11,748,821
Total comprehensive income
Dividend payment
−
−
−
−
−
−
(866,430)
(866,430)
(294,653)
(294,653)
BALANCE AT 31 December 2022
77,540
1,568,353
201,034
8,740,811
10,587,738
Total comprehensive income
−
−
−
(5,342,542)
(5,342,542)
BALANCE AT 31 December 2023
77,540
1,568,353
201,034
3,398,269
5,245,196
The accompanying accounting policies and notes are an integral part of these financial statements.
26
RiverFort Global Opportunities plc
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Note
2023
£
2022
£
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation
Adjustments for:
Profit on disposal of trading investments
Fair value loss on trading investments
Foreign exchange losses/(gains) on other financial instruments
Operating cash flow before working capital changes
Decrease/(increase) in trade and other receivables
Increase/(decrease) in trade and other payables
(5,342,542)
(866,430)
−
4,672,874
45,154
(8,315)
1,458,018
(89,703)
(624,514)
493,570
1,125,523
570,901
(667,280)
(2,192,440)
NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES
1,071,910
(2,366,150)
INVESTING ACTIVITIES
Purchase of investments
Disposal of investments
Debt instrument repayments
NET CASH (USED IN)/GENERATED FROM INVESTING ACTIVITIES
FINANCING ACTIVITIES
Dividend payment
NET CASH USED IN FINANCING ACTIVITIES
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at the beginning of the year
Effect of foreign currency exchange on cash
15
15
14
(3,690,590)
−
2,768,037
(3,544,340)
27,316
5,033,776
(922,553)
1,516,752
−
−
(294,653)
(294,653)
149,357
(1,144,051)
958,135
2,012,483
(45,154)
89,703
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
17
1,062,338
958,135
The accompanying accounting policies and notes are an integral part of these financial statements.
27
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1
GENERAL INFORMATION
RiverFort Global Opportunities plc is a public limited company, limited by shares, incorporated in England
and Wales. The shares of the Company are listed on the Alternative Investment Market (AIM). The address
of its registered office is Suite 39, 18 High Street, High Wycombe, Buckinghamshire, HP11 2BE.
The Company’s principal activities are described in the Directors’ Report.
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these financial statements are set out below.
These policies have been consistently applied throughout all periods presented in the financial statements.
The Company’s financial statements have been prepared in accordance with UK adopted international
accounting standards and in accordance with the requirements of the Companies Act 2006. The financial
statements have been prepared under the historical cost convention, as modified by financial assets and
financial liabilities (including derivative instruments) measured at fair value through profit or loss. The
measurement basis is more fully described in the accounting policies below.
The financial statements are presented in pounds sterling (£) which is the functional currency of the Company.
The comparative figures are for the year ended 31 December 2022.
GOING CONCERN
The Company’s assets now comprise mainly cash and quoted securities. Since the year end, the Company’s
cash resources have continued to increase as a result of the redemption of the debt and equity linked portfolio
and the sale of circa half of the Company’s stake in Smarttech247 Group plc. The Company has prepared
cash forecasts to June 2025 that show that the Company has sufficient cash resources for the foreseeable
future. Accordingly, the Directors believe that as at the date of this report it is appropriate to continue to adopt
the going concern basis in preparing the financial statements.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting year. These estimates and assumptions are based
upon management’s knowledge and experience of the amounts, events or actions. Actual results may differ
from such estimates.
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
In certain circumstances, where fair value cannot be readily established, the Company is required to make
judgements over carrying value impairment and evaluate the size of any impairment required.
28
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company holds investments that have been designated as held for trading on initial recognition. Where
practicable the Company determines the fair value of these financial instruments that are not quoted (Level
3), using the most recent bid price at which a transaction has been carried out (see accounting policy note,
“Valuation of financial asset investments”). These techniques are significantly affected by certain key
assumptions, such as market liquidity. Other valuation methodologies such as estimated net asset value may
be used and it is important to recognise that in that regard, the derived fair value estimates cannot always be
substantiated by comparison with independent markets and, in many cases, may not be capable of being
realised immediately.
The Company also holds unquoted share warrants as level 3 investments. The fair values of these warrants
have been obtained using the Black Scholes valuation model and applying a 75% discount to allow for the
warrants being untraded derivatives with the underlying securities being traded on junior markets. This model
makes certain assumptions relating to the volatility of the underlying Company’s share price which are applied
in the calculation of the fair value of the warrants. The volatility is measured based on the volatility of the
share price of the underlying share over the 12 months prior to the issue of the warrants. For the current year,
the value has been based on the value achieved when the portfolio was redeemed.
CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
Adoption of new and revised standards and interpretations
In the current year, the following new and revised standards have been adopted
• Amendments to IAS 1 Disclosure of Accounting Policies
• Amendments to IAS 8 Definition of Accounting Estimates
• Amendments to IAS 12 Deferred Tax Related to Assets and Liabilities arising from a Single
Transaction
• Amendments to IAS 12 International Tax Reform
Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the following standards and interpretations which
have not been applied in these financial statements were in issue but not yet effective:
• Amendments to IAS 1 Classification of Liabilities as Current or Non-current effective from 1
January 2024
• Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements effective from 1 January 2024
• Amendments to IAS 21 Lack of Exchangeability effective from 1 January 2025
• Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture (deferred indefinitely)
• Amendment to IFRS 16 Leases Lease Liability in a Sale and Leaseback effective from 1 January
2024
The Company does not expect these to have a significant impact on the financial statements. This list
excludes any standards or amendments which are expected to have no relevance to the Company
29
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
REVENUE RECOGNITION
INVESTMENT INCOME
Interest on fixed interest debt securities, designated at fair value through profit or loss, is recognised in the
statement of comprehensive income using the effective interest rate method. The effective interest rate is the
rate that exactly discounts the estimated future cash payments and receipts through the expected life of the
financial asset or liability (or, where appropriate, a shorter period) to the carrying amount of the financial asset
or liability.
Other structured finance fees are recognised on the date of the relevant agreement. Income may be
recognised at a point in time or over the time. Over time revenue recognition is proportional to progress
towards satisfying a performance obligation by transferring control of promised services to a customer. Income
which does not qualify for recognition over time is recognised at a point in time when the service is rendered.
The Company has no material receivables and contract liabilities from contracts with customers as non-
refundable up-front fees are not charged to customers upon commencement of contracts with customers.
Bank deposit interest is recognised on an accruals basis.
FOREIGN CURRENCY TRANSLATION
The functional and presentation currency of the Company is Sterling. Foreign currency transactions are
translated into Sterling using the exchange rates prevailing at the dates of the transactions or valuation where
items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the income statement, except when deferred in other comprehensive income as
qualifying cash flow hedges and qualifying net investment hedges. Foreign exchange gains and losses that
relate to debt securities and equity investments denominated in currencies other than Sterling and measured
at FVTPL are also presented in the income statement within Operating income. All other foreign exchange
gains and losses are presented on a net basis in the income statement within ‘Other gains and losses”.
SHARE BASED PAYMENTS
The Company operates an equity-settled, share-based compensation plan. The fair value of the employee
services received in exchange for the grant of the options is recognised as an expense and credited to the
share option reserve within equity. The total amount to be expensed over the vesting period is determined by
reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions
(for example, profitability and sales growth targets). Options that lapse before vesting are credited back to
income. The proceeds received net of any directly attributable transaction costs are credited to share capital
(nominal value) and, if applicable, share premium when the options are exercised.
30
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
CURRENT AND DEFERRED TAX
Tax is recognised in the income statement, except to the extent that it relates to items recognised directly
in equity. In this case the tax is also recognised directly in other comprehensive income or directly in equity,
respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period in the countries where the Company operates and generates taxable
income. Management periodically evaluates positions taken in tax returns with respect to situations in
which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on
the basis of amounts expected to be paid to the tax authorities.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is
generally provided on the difference between the carrying amounts of assets and liabilities and their tax
bases. However, deferred tax is not provided on the initial recognition of an asset or liability unless the
related transaction is a business combination or affects tax or accounting profit. Temporary differences
include those associated with shares in subsidiaries and joint ventures and are only not recognised if the
Company controls the reversal of the difference and it is not expected for 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.
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 statement of financial position 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 to equity in which case the related deferred tax is also charged or credited directly
to equity.
SEGMENTAL REPORTING
The accounting policy for identifying segments is based on internal management reporting information that
is regularly reviewed by the chief operating decision maker, which is identified as the Board of Directors.
In identifying its operating segments, management generally follows the Company’s service lines which
represent the main products and services provided by the Company. The Directors believe that the
Company’s continuing investment operations comprise one segment.
FINANCIAL ASSETS
The Company’s financial assets comprise investments, cash and cash equivalents and loans and
receivables, and are recognised in the Company’s statement of financial position when the Company
becomes a party to the contractual provisions of the instrument.
31
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
FINANCIAL ASSETS INVESTMENTS
CLASSIFICATION OF FINANCIAL ASSETS
The Company holds financial assets including equities and debt securities. The classification and
measurement of financial assets at 31 December 2023 is in accordance with IFRS 9.
On the initial recognition, the Company classifies financial assets as measured at amortised cost or FVTPL.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not
designated as at FVTPL:
•
•
It is held within a business model whose objective is to hold assets to collect contractual cash flows;
and
its contractual terms give rise on specific dates to cash flows that are Solely Payments of Principal
and Interest (SPPI).
All other financial assets of the Company are measured at FVTPL.
BUSINESS MODEL ASSESSMENT
In making an assessment of the objective of the business model in which a financial asset is held, the
Company considers all of the relevant information on how the business is managed, including:
•
•
•
•
the documented investment strategy and the execution of this strategy in practice. This includes
whether the investment strategy focuses on earning contractual interest income, maintaining a
particular interest rate profile, matching the duration of the financial assets to the duration of any
related liabilities or expected cash outflows or realised cash flows through the sale of the assets;
how the performance of the portfolio is evaluated and reported to the Company’s management;
the risks that affect the performance of the business model (and the financial assets held within that
business model) and how those risks are managed;
how the investment advisor is compensated e.g. whether compensation is based on the fair value of
the assets managed or the contractual cashflows collected
IFRS 9 subsection B4.1.1-B4.1.2 stipulates that the objective of the entity’s business model is not based
on management’s intentions with respect to an individual instrument, but rather determined at a higher
level of aggregation. The assessment needs to reflect the way that an entity manages its business.
The company has determined that it has two business models.
• Held-to-collect business model: this includes cash and cash equivalents, balances due from brokers
and other receivables. These financial assets are held to collect contractual cash flows.
• Other Business model: this includes structured finance products, equity investments, investments in
unlisted private equities and derivatives. These financial assets are managed and their performance
is evaluated, on a fair value basis with frequent sales taking place in respect to equity holdings.
VALUATION OF FINANCIAL ASSET INVESTMENTS
Investment transactions are accounted for on a trade date basis. Assets are de-recognised at the trade
date of the disposal. Assets are sold at their fair value, which comprises the proceeds of sale less any
transaction cost. Financial asset investments are categorised as either Level 1, Level 2 or Level 3
investments as set out in Note 15. The fair value of Level 1 financial asset investments in the balance
sheet is based on the quoted bid price at the balance sheet date, with no deduction for any estimated
future selling cost. The valuation of Level 2 and Level 3 financial asset investments are set out in note 15.
Changes in the fair value of investments held at fair value through profit or loss and gains and losses on
disposal are recognised in the consolidated statement of comprehensive income as “Net gains/(losses)
on investments”. Investments are initially measured at fair value plus incidental acquisition costs.
Subsequently, they are measured at fair value. This is either the bid price or the last traded price,
depending on the convention of the exchange on which the investment is quoted.
32
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments include forward currency contracts. Derivatives are initially recognised at
fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair
value. All derivatives are carried as assets when their fair value is positive and as liabilities when their fair
value is negative. Changes in the fair value of derivatives are recognised immediately in the statement of
comprehensive income. The company is engaged in hedging activities of its foreign exchange risk. The
company does not apply hedge accounting. Given the low level of trading activity, the Company has
estimated that any valuation adjustments are not material and has therefore not incorporated these into the
fair value of derivatives.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term,
highly liquid investments that are readily convertible into known amounts of cash and which are subject to
an insignificant risk of changes in value. They are initially recognised at fair value and subsequently at
amortised cost using the effective interest rate method.
OTHER RECEIVABLES
Other receivables from third parties are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest rate method.
IMPAIRMENT OF FINANCIAL ASSETS
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance
sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more
events that occurred after the initial recognition of the financial asset, the estimated future cash flows of
the investment have been impacted.
A provision for impairment is made when there is objective evidence that, as a result of one or more events
that occurred after the initial recognition of the financial asset, the estimated future cash flows have been
affected. Impaired debts are derecognised when they are assessed as uncollectible.
FINANCIAL LIABILITIES
The Company’s financial liabilities comprise trade payables. Financial liabilities are obligations to pay cash
or other financial assets and are recognised when the Company becomes a party to the contractual
provisions of the instruments.
TRADE PAYABLES
Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using
the effective interest rate method.
EARNINGS PER SHARE
Earnings per share are calculated by dividing the profit or loss for the year after tax by the weighted average
number of shares in issue and is measured in pence per share.
33
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
EQUITY
Equity comprises the following:
•
•
•
•
“Share capital” represents the nominal value of equity shares.
“Share premium” represents the excess over nominal value of the fair value of consideration received
for equity shares, net of expenses of the share issue.
Share option reserve represents the value of share options granted but not exercised.
“Retained losses" represents retained losses.
3
SEGMENTAL INFORMATION
The Company is organised around business class and the results are reported to the Chief Operating
Decision Maker according to this class. There is one continuing class of business, being the investment in
junior listed and unlisted companies.
Given that there is only one continuing class of business, operating within the UK no further segmental
information has been provided.
4
INVESTMENT INCOME
Structured finance fees
Other interest receivable
5
NET LOSS ON INVESTMENTS
Net realised gains on disposal of investments
Net movement in fair value of investments
Net foreign exchange (loss)/gain on investments
Net loss on investments
2023
£
211,696
179,455
391,151
2022
£
288,232
879,147
1,167,379
2023
£
−
2022
£
8,315
(4,589,673)
(1,818,234)
(83,201)
360,216
(4,672,874)
(1,449,703)
A cash consideration of £2.15 million was received for the partial redemption of the debt and equity linked
portfolio in March 2024 and, whilst certain of these transactions took place post period end, the overall
financial impact has been included in the financial position of the Company as at the year end in order to
provide a clear starting position for the Company as it moves forward into 2024.
6
FOREIGN EXCHANGE LOSSES ON OTHER FINANCIAL INSTRUMENTS
2023
Exchange (loss)/gain on foreign currency cash balances
£
(45,154)
(45,154)
2022
£
89,703
89,703
34
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
7
ADMINISTRATIVE EXPENSES
Loss for the year has been arrived at after charging:
Wages and salaries
Professional and regulatory expenses
Audit and tax compliance
Other administrative expenses
Total administrative expenses as per the statement of comprehensive
income
2023
£
2022
£
148,362
121,498
62,460
33,395
126,785
124,330
43,200
24,618
365,715
318,933
AUDITOR’S REMUNERATION
During the year the Company obtained the following services from the Company’s auditor:
Fees payable to the Company’s auditor for the audit of the Company’s
financial statements
Fees payable to the Company’s auditor and its associates for other
services:
Other services relating to taxation
2023
£
2022
£
46,200
39,000
−
46,200
4,200
43,200
8
INVESTMENT ADVISORY FEES
The charge of £624,243 (2022: £413,746) is payable to the Company’s investment adviser, RiverFort Global
Capital Limited.
9
OTHER GAINS AND LOSSES
Currency exchange differences
2023
£
(25,707)
(25,707)
2022
£
58,870
58,870
35
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10 DIRECTORS’ EMOLUMENTS
Aggregate emoluments
Social security costs
Share based payment expense
Name of director
P Haydn-Slater
N Lee
A van Dyke
A Nesbitt
2023
£
144,167
4,195
−
2022
£
124,000
2,785
−
148,362
126,785
Total
2023
£
50,000
52,000
22,000
20,167
Total
2022
£
50,000
52,000
22,000
−
144,167
124,000
Salaries
and fees
£
*50,000
52,000
22,000
20,167
144,167
Bonuses
£
−
−
−
−
−
*P Haydn-Slater’s remuneration of £50,000 was invoiced by Musgrave Financial Ltd, a company controlled by
him. In 2022, £48,000 of his remuneration was invoiced by Musgrave Financial Ltd
11
EMPLOYEE INFORMATION
Wages and salaries
Consultancy fees
Social security costs
Share based payment expense
Average number of persons employed:
Office and management
2023
£
94,167
50,000
4,195
−
2022
£
76,000
48,000
2,785
−
148,362
126,785
2023
Number
3
2022
Number
3
COMPENSATION OF KEY MANAGEMENT PERSONNEL
There are no key management personnel other than the Directors of the Company.
36
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
12
INCOME TAX EXPENSE
Current tax – continuing operations
2023
2022
£
−
£
−
The tax on the Company’s profit before tax differs from the theoretical amount that would arise using the
weighted average rate applicable to profits of the Consolidated entities as follows:
2023
£
2022
£
Loss before tax from continuing operations
(5,342,542)
(866,430)
Loss before tax multiplied by rate of corporation tax in the UK of 19% (2022:
19%)
Expenses not deductible for tax purposes
Added to tax losses brought forward
Total tax
(1,015,083)
(164,622)
630
1,014,453
−
1,415
163,207
−
Unrelieved tax losses of approximately £9,460,000 (2022: £4,125,000) remain available to offset against
future taxable trading profits. No deferred tax asset has been recognised in respect of the losses as
recoverability is uncertain.
13
EARNINGS PER SHARE
The basic earnings per share is based on the loss for the year divided by the weighted average number of
shares in issue during the year. The weighted average number of ordinary shares for the year assumes that
all shares have been included in the computation based on the weighted average number of days since issue.
2023
£
2022
£
(Loss)/profit attributable to equity holders of the Company:
(Loss)/profit from continuing operations
(5,342,542)
(866,430)
(Loss)/profit for the year attributable to equity holders of the Company
(5,342,542)
(866,430)
Weighted average number of ordinary shares in issue for basic earnings
775,404,187
775,404,187
Weighted average number of ordinary shares in issue for fully diluted
earnings
809,204,187
809,204,187
EARNINGS PER SHARE
BASIC AND FULLY DILUTED:
- Basic earnings per share from continuing and total operations
- Fully diluted earnings per share from continuing and total operations
(0.689)p
(0.689)p
(0.112)p
(0.112)p
Diluted earnings per share are the same as basic earnings per share as all options currently issued are
antidilutive in the current year.
37
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
14
DIVIDENDS
Amounts recognised as distributions to
shareholders in the year
Final dividend
2023
Pence
2022
Pence
2023
£
2022
£
−
−
0.038p
0.038p
−
−
294,653
294,653
15
FINANCIAL ASSET INVESTMENTS
All financial asset investments are designated at fair value through profit and loss (“FVTPL”)
2023
£
2022
£
At 1 January – fair value
Purchase of investments designated at FVTPL
Equity investment disposals
Debt security repayments
Net gain on disposal of investments
Movement in fair value of investments
Net foreign exchange (loss)/gain on debt securities
At 31 December – fair value
Categorised as:
Level 1 – Quoted investments
Level 2 – Unquoted investments
Level 3 – Unquoted investments
8,105,693
11,072,148
3,690,590
3,544,340
−
(27,316)
(2,768,037)
(5,033,776)
−
8,315
(4,589,673)
(1,818,234)
(83,201)
360,216
4,355,372
Non-current
8,105,693
2022
£
2023
£
2022
£
−
2,005,372
3,306,909
Current
2023
£
−
2,150,000
2,152,879
−
1,459,539
−
−
200,000
1,186,366
2,150,000
2,152,879
2,205,372
5,952,814
The table of investments sets out the fair value measurements using the IFRS 7 fair value hierarchy.
Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is
significant to the fair value measurement of the relevant asset as follows:
Level 1 – valued using quoted prices in active markets for identical assets.
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices
included within Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market
data.
The valuation techniques used by the company for Level 1 financial asset investments are explained in the
accounting policy note, “Valuation of financial asset investments”. The valuation of Level 2 and Level 3
financial assets are explained on the following page.
Investments categorised as current are debt securities repayable by 31 December 2023.
38
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
A cash consideration of £2.15 million was received for the partial redemption of the debt and equity linked
portfolio in March 2024 and, whilst certain of these transactions took place post period end, the overall
financial impact has been included in the financial position of the Company as at the year end in order to
provide a clear starting position for the Company as it moves forward into 2024. At the year end, this portfolio
was therefore classified as current assets.
39
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
15
FINANCIAL ASSET INVESTMENTS (continued)
LEVEL 2 FINANCIAL ASSET INVESTMENTS
Level 2 financial asset investments comprise debt securities valued by reference to their principal value, less
appropriate allowance where there is a doubt as to whether the principal amount will be fully repaid in
accordance with the contractual terms of the obligation.
LEVEL 3 FINANCIAL ASSET INVESTMENTS
Reconciliation of Level 3 fair value measurement of financial asset investments
Brought forward
Transfer to Level 1 investments
Movement in fair value
Carried forward
2023
£
1,186,366
−
2022
£
2,893,040
(1,203,465)
(986,366)
(502,699)
200,000
1,186,366
The above movement includes a write down of the value of the holding in Emergent Entertainment Limited
which entered liquidation early in 2024.
In line with the investment strategy adopted by the Company, Nicholas Lee is on the board of the following
investee companies:
MindFlair plc
Smarttech247 Group plc
16
TRADE AND OTHER RECEIVABLES
Other receivables
Prepayments and accrued income
% held by the Company
2022
2023
13.9%
6.2%
20.9%
6.2%
2023
£
2022
£
721,056
1,371,797
8,291
483,073
729,347
1,854,870
The Directors consider that the carrying amount of other receivables is approximately equal to their fair value.
17
CASH AND CASH EQUIVALENTS
Cash and cash equivalents
2023
£
2022
£
1,062,338
958,135
The Directors consider the carrying amount of cash and cash equivalents approximates to their fair value.
40
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
18
TRADE AND OTHER PAYABLES
Trade payables
Other payables
Accrued expenses
2023
£
2022
£
56,063
86,608
−
845,798
2,727
241,625
901,861
330,960
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
Trade payables and Other payables are all due within 6 months of the year end.
19
SHARE CAPITAL
ISSUED AND FULLY PAID:
At 1 January 2022
Ordinary shares of 0.1p each
At 31 December 2022 and 2023
Number of
Ordinary Shares
Share Capital
Ordinary shares
£
Share
premium
£
775,404,187
775,404,187
77,540
77,540
1,568,353
1,568,353
41
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
20
SHARE OPTIONS AND WARRANTS
OPTIONS
On 12 February 2021, the Company granted 16,900,000 options each to Philip Haydn-Slater and Nicholas Lee.
The share options have an exercise price of 1.00p per share and will vest as to 50% on grant and 50% upon
the Company’s volume weighted average share price being 1.50 pence or greater (being 50% above the
Exercise Price) for a period of 10 consecutive days. The options have a 10 year term from the date of grant.
The fair value of the share options at the date of grant was calculated by reference to the Black-Scholes model.
The significant inputs to the model in respect of the options granted in the year were as follows:
Grant date
Share price at date of grant
Exercise price per share
No. of warrants
Risk free rate
Expected volatility
Expected life of warrant
Calculated fair value per share
12 Feb 2021
1.25p
1.00p
33,800,000
0.9%
78.8%
10 years
0.59478p
The share options outstanding at 31 December 2023 and their weighted average exercise price are as
follows:
2023
2022
Outstanding at 1 January
Granted
Number
33,800,000
−
Outstanding at 31 December
33,800,000
Weighted average
exercise price
Pence
1.00
−
1.00
Weighted average
exercise price
Pence
1.00
−
1.00
Number
33,800,000
−
33,800,000
The fair value of the share options recognised as an expense in the income statement was £Nil (2022:
£Nil).
WARRANTS
On 10 May 2021, the Company issued 96,470,587 warrants to the subscribers for a private placing, exercisable
for a period of 2 years at 3.4p per share.
The share warrants outstanding at 31 December 2023 and their weighted average exercise price are as follows:
2023
2022
Outstanding at 1 January
Lapsed
Weighted average
exercise price
Pence
3.40
3.40
Number
96,470,587
(96,470,587)
Number
96,470,587
−
Outstanding at 31 December
−
−
96,470,587
Weighted average
exercise price
Pence
3.40
−
3.40
42
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
21
RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company is exposed to a variety of financial risks which result from both its operating and investing
activities. The Company’s risk management is coordinated by the Board of Directors and focuses on actively
securing the Company’s short to medium term cash flows by minimising the exposure to financial markets.
The main risks the Company is exposed to through its financial instruments are credit risk, foreign currency
risk, liquidity risk, market price risk and operational risk.
CAPITAL RISK MANAGEMENT
The Company’s objectives when managing capital are:
•
to safeguard the Company’s ability to continue as a going concern, so that it continues to provide returns
and benefits for shareholders;
to support the Company’s growth; and
to provide capital for the purpose of strengthening the Company’s risk management capability.
•
•
The Company actively and regularly reviews and manages its capital structure to ensure an optimal capital
structure and equity holder returns, taking into consideration the future capital requirements of the Company
and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital
expenditures and projected strategic investment opportunities. Management regards total equity as capital
and reserves, for capital management purposes. The Company is not subject to externally imposed capital
requirements.
CREDIT RISK
The Company’s financial instruments that are subject to credit risk are cash and cash equivalents and loans
and receivables. The credit risk for cash and cash equivalents is considered negligible since the
counterparties are reputable financial institutions. The credit risk for loans and receivables is mainly in respect
of short term loans, made on market terms, which are monitored regularly by the Board.
The Company’s maximum exposure to credit risk is £1,789,416 (2022: £2,329,932) comprising cash and cash
equivalents and other receivables.
The ageing profile of trade and other receivables was:
Current
Overdue for less than one year
2023
Total book
value
£
721,056
−
721,056
2022
Total book
value
£
1,371,797
−
1,371,797
LIQUIDITY RISK
Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities. The Company manages this risk through
maintaining a positive cash balance and controlling expenses and commitments. The Directors are confident
that adequate resources exist to finance current operations.
43
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
21
RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
FOREIGN CURRENCY RISK
The Company invests in financial instruments and enters into transactions that are denominated in currencies
other than its functional currency, primarily in US dollars (USD). Consequently, the Company is exposed to
the risk that the exchange rate of its currency relative to other foreign currencies may change in manner that
has an adverse effect on the fair value of the future cashflows of the Company’s financial assets denominated
in currencies other than the GBP.
The Company’s policy is to use derivatives to manage its exposure to foreign currency risk. The instruments
used are foreign currency forward contracts. The Company does not apply hedge accounting.
The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary
liabilities at the reporting date are as follows:
US Dollars
Euro
Canadian Dollars
Australian Dollars
Swiss Francs
Assets
Liabilities
31 Dec 2023 31 Dec 2022
£
£
31 Dec 2023 31 Dec 2022
£
£
365,543
2,339,313
33,345
1,757,271
−
−
−
309,458
495,623
20,228
398,888
4,878,066
−
−
−
−
−
−
61,941
589,135
−
56,299
−
707,375
The following table details the Company’s sensitivity to a 5 per cent increase and decrease in GBP against
other currencies. 5 per cent is the sensitivity rate used when reporting foreign currency risk internally to key
management personnel and represents management’s assessment of the reasonably possible change in the
foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the year-end for a 5 per cent change in the foreign currency
exchange rates. A positive number below indicates an increase in profit and other equity where GBP weakens
5 per cent against the relevant currency. For a 5 per cent strengthening of GBP against the relevant currency,
there would be a comparable impact on the profit and other equity, and the balances below would be negative.
US Dollars
Euro
Canadian Dollars
Australian Dollars
Swiss Francs
Effect on Profit and Loss
31 Dec 2023
£
18,277
1,667
−
−
−
31 Dec 2022
£
113,868
58,407
15,473
21,966
1,011
INTEREST RATE RISK
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The risk is mitigated by the Company only entering into fixed
rate interest agreements, therefore detailed analysis of interest rate risk is not disclosed.
44
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
21
RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
MARKET PRICE RISK
The Company’s exposure to market price risk mainly arises from potential movements in the fair value of its
investments. The Company manages this price risk within its long-term investment strategy to manage a
diversified exposure to the market. If each of the Company’s equity investments were to experience a rise or
fall of 10% in their fair value, this would result in the Company’s net asset value and statement of
comprehensive income increasing or decreasing by £221,000 (2022: £403,000).
The Company’s strategy for the management of market risk is driven by the Company’s investment objective,
which is focused on deploying its capital in investments that provide both income and downside protection. It
is expected that the Company will deliver returns to shareholders through a combination of capital growth and
dividend income.
The Company’s market risk is managed on a continuous basis by the Investment Advisor in accordance with
the policies and procedures in place. The Company’s market positions are monitored on a quarterly basis by
the board of directors.
OPERATIONAL RISK
Operational Risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the
processes, technology and infrastructure supporting the Company’s activities with financial instruments,
either internally within the Company or externally at the Company’s service providers such as cash
custodians/brokers, and from external factors other than credit, market and liquidity risks such as those
arising from legal and regulatory requirements and generally accepted standards of investment management
behaviour.
The Company’s objective is to manage operational risk so as to balance the limiting of financial losses and
damage to its reputation with achieving its investment objective of generating returns to shareholders.
The primary responsibility for the development and implementation of controls over the operational risk rests
with the board of directors. This responsibility is supported by the development of overall standards for the
management of operational risk, which encompasses the controls and processes over the investment,
finance and financial reporting functions internally and the establishment of service levels with various service
providers, in the following areas:
Appropriate segregation of duties between various functions, roles and responsibilities;
-
- Reconciliation and monitoring of transactions
- Compliance with regulatory and other legal requirements;
The directors’ assessment of the adequacy of the controls and processes at the service providers with respect
to operational risk is carried out via ad hoc discussions with the service providers. Substantially all the of the
assets of the Company are held by Barclays Bank UK and Shard Capital Brokers. The bankruptcy or
insolvency of the Company’s cash custodian/brokers may cause the Company’s rights with respect to the
securities or cash and cash equivalents held by cash custodian/ broker to be limited. The board of directors’
monitors capital adequacy and reviews other publicly available information of its cash custodian/broker on a
quarterly basis.
45
RiverFort Global Opportunities plc
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
22
FINANCIAL INSTRUMENTS
The Company uses financial instruments, other than derivatives, comprising cash to provide funding for the
Company’s operations.
CATEGORIES OF FINANCIAL INSTRUMENTS
The IFRS 9 categories of financial asset included in the statement of financial position and the headings in
which they are included are as follows:
FINANCIAL ASSETS:
Cash and cash equivalents at amortised cost
Financial assets at fair value through profit or loss
Other receivables at amortised cost
FINANCIAL LIABILITIES AT AMORTISED COST:
2023
£
2022
£
1,062,338
2,205,372
721,056
958,135
8,105,693
1,371,797
The IFRS 9 categories of financial liabilities included in the statement of financial position and the headings
in which they are included are as follows:
Trade and other payables
23
RELATED PARTY TRANSACTIONS
2023
£
2022
£
56,063
89,335
The compensation payable to Key Management personnel comprised £144,167 (2022: £124,000) paid by the
Company to the Directors in respect of services to the Company. Full details of the compensation for each
Director are provided in the Directors’ Remuneration Report.
Nicholas Lee’s directorships of companies in which Riverfort Global Opportunities plc has an investment are
detailed in Note 15.
24
CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS
There were no contingent liabilities or capital commitments at 31 December 2023 or 31 December 2022.
25
POST YEAR END EVENTS
Post year end events are set out in the Directors’ Report.
26
ULTIMATE CONTROLLING PARTY
The Directors do not consider there to be a single ultimate controlling party.