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Unaudited Interim Results for the six months ended 31 March 2022

 

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The Board of Asimilar (AIM/AQSE: ASLR) announces the Group's unaudited results for the six month period ended 31 March 2022.

 

Key financials:

  • Loss for the period of £10.6 million (H1 2021: profit of £23.4 million), driven by the unrealised loss on the value of the Group's holding in Dev Clever Holdings plc ("Dev Clever") over the period.  This reflected a fall in the Dev Clever share price from 38.5p per share at 30 September 2021 to 27p per share at 31 March 2022*
  • Net assets of £30.9 million (30 September 2021: £41.5 million), reflecting the unrealised loss on the Dev Clever investment
  • Net asset value (NAV) per share of 25.3p (30 September 2021: 34.1p)

John Taylor, Chairman, commented: "The Board continues to work on delivering the Group's strategy, which is focused on investment opportunities in the technology and software sectors with its primary focus being in the fields of big data, machine learning and the internet of things (IOT).  The six months in review (and subsequent period) have seen significant headwinds in our sectors of interest and therefore reflect somewhat of a consolidation period.  The Group awaits further news on the RTO and associated re-listing of Dev Clever, and the proposed re-listing of All Active Asset Capital ("AAA") on an international exchange, both of which should add further flexibility to the Group in deploying additional capital in new opportunities which the Board continues to actively review."

*The Dev Clever share price was 30p per share on 24 December 2021 when the shares in Dev Clever were suspended pending a proposed reverse takeover ("RTO"), however the Board have valued these shares at 27p per share at the period end to reflect off-market trading activity

 

For further details please see below:

Asimilar Group plc  
John Taylor via Buchanan
 
 
Cairn Financial Advisers LLP (AIM Nominated Adviser)
 
Sandy Jamieson, Liam Murray Tel: +44 20 7213 0880
 
 
Peterhouse Corporate Finance Limited (Sole Broker)
 
Duncan Vasey / Lucy Williams Tel: + 44 20 7220 9797
  
Oberon Capital (Aquis Adviser)  
Chris Crawford Tel + 44 20 3179 5300
 
 
Buchanan Communications Ltd
 
Tel: +44 20 7466 5000 or [email protected]
Richard Oldworth  
Chris Lane  

 

ASIMILAR GROUP PLC

 

CHAIRMAN'S STATEMENT

FOR THE SIX MONTHS ENDED 31 MARCH 2022

Introduction

The Group invests in the technology and software sectors and continues to focus primarily on investing in businesses in the fields of big data, machine learning, telematics and the internet of things (IoT) with content and delivery capability that engage customers, monetise the user experience and have potential to scale.

The sectors we are already invested in are education technology (ed-tech), e-sports, OTT broadcast TV streaming, music streaming, podcasting and cyber security, all of which continue to enjoy significant growth into 2022.

The Group, including through its Jersey subsidiary, Asimilar Investments Limited ("AIL"), holds a direct interest in 72.3 million shares of Dev Clever, representing approximately 11.97% of its issued share capital, and 35 million warrants to invest further at a price of 25 pence per share. The Group remains encouraged with the progress that Dev Clever has made during the period and the announcement of the conditional purchase of Veative Labs Private Limited ("Veative").  Dev Clever remains suspended from trading pending the publication of a prospectus relating to the acquisition of Veative.

Following the acquisition of MESH Holdings Plc by All Active Asset Capital ("AAA") during the period, the Group has a holding in AAA of 24 million shares (representing approximately 1.3% of its issued share capital).  AAA owns around 32.5% of AAQUA N.V., a new social and community platform seeking to reshape the social media experience along more positive and inclusive lines by empowering peer-level communities, celebrating authentic and purposeful connections, and unleashing the power of co-creation.

AAA also announced in March 2022 that it owns 25% of Sentiance N.V., a Belgium based AI company, and had agreed to acquire the remaining issued equity of Sentiance such that, upon completion, AAA will own 100% of Sentiance (the "Sentiance Acquisition"). AAA has agreed non-binding heads of terms for the Sentiance Acquisition and is currently negotiating a binding sale and purchase agreement. 

As an investing company Asimilar continues to support and actively work with each of its investee companies to maximise shareholder value and build quality businesses.  Our portfolio now consists of 4 listed and 7 private companies.  We believe that there is significant upside to be delivered and we are closely working with the boards of certain of our investee companies to assist them in realising their potential.

Shares in Asimilar are admitted to trading on AIM and in April 2022 the Group undertook a dual listing on the Access segment of the AQSE growth market.

 

Summary of investment portfolio

The Board has been selective in the transactions made and our investment portfolio now consists of businesses with strong technology and content themes.  Each of the businesses are pioneers and innovators in their sectors and are disrupting the space that they are in, which is consistent with Asimilar's investment criteria.

 

Dev Clever Holdings Plc ("Dev Clever")

Dev Clever Holdings Plc, together with its wholly owned subsidiary Dev Clever Limited, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based gamification and VR technologies to deliver rich customer engagement experiences across both the commercial and education sectors.  In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange.

Asimilar has an interest in 72.3 million ordinary shares in Dev Clever representing approximately 11.97% of Dev Clever's issued share capital.  In addition, Asimilar retains a warrant to subscribe for a further 35 million new ordinary shares in Dev Clever at 25 pence per Dev Clever share. 

On 24 December 2021 Dev Clever announced that trading in its ordinary shares was to be suspended pending approval by the FCA of a prospectus relating to the acquisition of Veative Labs Pte Ltd (Singapore) by Dev Clever.  Dev Clever remains suspended pending the publication of a prospectus in relation to this acquisition and we will update the market with further developments as soon as they are announced.

The carrying value as at 31 March 2022 of the shares is £19,521,000 (30 September 2021: £27,835,500) and the carrying value of the warrants is £2,156,000 (30 September 2021: £5,670,000).

 

All Active Asset Capital ("AAA")

On 29 November 2021 the Court approved a scheme of arrangement whereby All Active Asset Capital Limited ("AAA"), a private company previously listed on AIM, acquired 100% of MESH on the basis of one new AAA share for one MESH share. As a result, Asimilar now holds 24 million AAA shares representing approximately 1.3% of AAA's issued share capital. AAA has announced its intention to seek a listing on a recognised international stock exchange. 

AAA holds 32.5% of AAQUA B.V ("AAQUA"), which is a global services platform designed around "Passion Communities" where members and famous entities ("Icons") curate original content, combined with member inspired online to-offline initiatives.  AAQUA will offer levels of control and ownership which aim to bring members, fans, Icons and brands onto the same peer level. 

AAA also announced in March 2022 that it owns 25% of Sentience N.V., a Belgium based AI company. AAA has now agreed to acquire the remaining issued equity of Sentiance such that, upon completion, AAA will own 100% of Sentiance (the 'Sentiance Acquisition').  Sentiance is a leading organisation within behavioural, ethical artificial intelligence and machine learning with in its 'Motion Intelligence' and 'Behavioural Change Platform' technologies.

AAQUA and Sentiance have also agreed a mutually beneficial long-term Master Service Agreement ('MSA') which will come into effect upon completion of the Sentiance Acquisition. Under the terms of the MSA, AAQUA and Sentiance will collaborate on a fully aligned roadmap which, amongst other things, will result in:

  • accelerated integration and productisation of Sentiance's acclaimed AI recommendation, contextualisation and journey engines within the AAQUA digital and physical Passion Community proposition;
  • the creation of a highly effective, all-inclusive end-to-end licensing model that commercialises the 'Human First' proprietary technology stack, delivering innovation that allows brands to connect seamlessly with their audiences around the world; and
  • a significant increase in growth investment in Sentiance.

The investment in AAA is held at £984,000 as at 31 March 2022. The Board has assessed that there is no material change in the value and will review this carrying value at the time of publishing its annual accounts later in the year.

 

Audioboom Group plc ("Audioboom"):

Audioboom is a global leader in podcasting with more than 126 million downloads each month from 34 million unique listeners around the world.  Audioboom is now ranked as the third largest podcast publisher by weekly users in the US by Triton Digital.

Audioboom's ad-tech and monetisation platform underpins a scalable content business that provides commercial services for a premium network of 250 top tier podcasts.

For the year to 31 December 2021 Audioboom achieved revenue of US$60.3 million up 125% on 2020 and adjusted EBITDA of US$ 3.1 million, recording a positive adjusted EBITDA in every month in 2021.

On 24 May 2022 Audioboom issued a trading update confirming that sales momentum has continued strongly into the second quarter, with the Company having already contracted revenue in excess of US$66 million for 2022 through advance advertising bookings.

As at 31 March 2022 Asimilar held 145,700 shares in Audioboom.  The investment was valued at £2,669,952 at 31 March 2022 based on an Audioboom share price of £18.33. 

Magic Media Works Ltd ("Magic Media"):

Magic Media is a music entertainment technology business.  The company's mission is to bring families together through shared music entertainment experiences, making every home a connected home.

ROXi is backed by celebrity curators Kylie Minogue, Robbie Williams and Sheryl Crow. ROXi delivers its unique interactive experience through the ROXi Console, as well as through major Smart TV and Pay TV platforms, including Sky Q.

Offering unlimited music, karaoke-style singing, global radio access, an ambient sound machine and ROXi's unique music trivia game, "Name That Tune", ROXi is highly differentiated and popular with its target market of older, family consumers.  The company has global rights agreements with the major labels (Universal Music Group, Sony Music Group, Warner Music Group) and major independents including Merlin Music, providing customers with one year's access to a premium music catalogue of over 55 million music tracks.

In addition to effortless media discovery and consumption, ROXi's vision is to create experiences that bring people together around music, and support activity beyond simply listening to music, with a clearly differentiated software and hardware offering. ROXi has built a multi-territory media platform with localisation available for language, search, catalogue and playlist curation.

Asimilar holds 1,646,682 shares which represents 6.13%  of the issued share capital of Magic Media. Asimilar also holds £1,491,768 in convertible loan notes, 928,717 warrants and has options over a further 95,000 ordinary shares in Magic Media.  The carrying value of this investment including loan notes and warrants is £3,393,923 as at 31 March 2022.

Simplestream Limited ("Simplestream"):

Simplestream is an award winning provider of best in class, next generation TV solutions to some of the biggest players in the broadcast, sports and media industry.  Clients include A&E Networks, AMC Networks, Channel 4, Nova TV Sony Traceplay, QVC TV, Box Nation, Little Dot Studios and At The Races amongst others.

Simplestream's cloud-based Media Manager platform provides broadcasters and rights owners with an end-to-end technology services eco-system, with a full range of multi-platform TV and video distribution products including low latency online simulcasts of TV channels, real-time sports highlights clipping, broadcaster catch-up services, social video syndication and subscriber management services.

Simplestream's technology platform also provides multi-channel and multi-territory front-end templated applications for a complete range of connected devices including mobiles, tablets, connected TVs and fast-growing over the top (OTT) platforms such as Amazon Fire TV, Apple TV and Roku. In the UK Simplestream's "Hybrid TV" solution is used by leading broadcasters to power "catchup" services on Freeview, Freesat, YouView and EETV.

Simplestream delivers services across Europe, the US, Africa and the Far East with further international expansion planned throughout 2022.

At 31 March 2022 Asimilar held 9,943 shares in Simplestream, which represents 6.71%  on a fully diluted basis and a Convertible Loan Note of £21,000.  The carrying value of this investment at 31 March 2022 is £856,212.

 

SeeQuestor Limited ("SeeQuestor")

SeeQuestor brings together leaders in cyber security and computer vision to deliver an Artificial Intelligence ("AI") tool to comb through some of the estimated 1.5 trillion hours of CCTV footage produced per year, harnessing what the Directors believe to be world leading AI technology and affordable supercomputing to turn terabytes of video into actionable intelligence.

SeeQuestor has two main products available: SeeQuestor 'Post-Event' which allows teams to comb through archives of video footage to find persons of interest or vehicles, helping to solve investigations in a fraction of the time that would otherwise be needed; and SeeQuestor 'iCCTV' which monitors surveillance cameras in real-time. Use cases range from homeland security to smart cities, airports, industrial and mining operations.

The SeeQuestor 'Post-Event' product has been used successfully to solve crimes by 20 police forces in the UK and overseas.  SeeQuestor 'iCCTV' is now being deployed at scale to secure sensitive events and sites in several countries.

On 30 December 2021, Asimilar Investments Limited ("AIL") exercised its warrants and invested a further £337,840 for 33,784 new equity shares in addition to the 80,802 shares already held.

The holding of SeeQuestor shares totalled 114,586 as at 31 March 2022, representing 8.76% of the issued share capital of SeeQuestor, and the carrying value of the investment was £1,308,023.

 

Sparkledun Limited ("Sparkledun")

Sparkledun is a private company which, through its trading subsidiary, Fast to Fibre Limited ("Fast to Fibre"), has rights to exploit a patented process for the extraction of the inner core of telecoms and power cables, allowing the insertion of fibre optic without the need for excavation or other disruptive techniques.

The Fast to Fibre commercial proposition is to reduce the cost of fibre optic deployment particularly in difficult to access areas such as urban and city centres, thereby increasing the pace of adoption in line with government targets around the world to provide ultra-fast internet access.

Asimilar holds 8,307 ordinary shares of £1.00 each in the issued share capital of Sparkledun, representing 4% of the issued share capital. The carrying value of the investment at 31 March 2022 was £493,851.

 

Gfinity plc ("Gfinity")

Gfinity is a world-leading esports solutions provider. It focuses on designing, developing and delivering esports solutions for e-games publishers, rights holders and brands. It has contracts and partnership arrangements with EA Games, Microsoft, FIFA, Formula 1 and Indycar.

On 15 March 2022, Asimilar invested a further £27,400 for 2,186,454 new equity shares in Gfinity in addition to the 5,962,500 shares already held.

At 31 March 2022 Asimilar held 8,148,954 shares in Gfinity which represent 0.74% of the issued share capital and carrying value of £116,112.

 

Low 6 Limited ("Low6")

Low6 has developed an app for "pool betting" gameplay designed for Millennials to compete against each other rather than traditionally pitted against 'the House'.  Distribution is through multi-channel platform technology. Gameplay is available via 'global network' or 'ring-fenced geo-specific' tenants and/or locations.

Asimilar holds 6,612 shares in Low6, representing 0.7% of the issued share capital.   The carrying value of the investment was £119,993 at 31 March 2022.

Low6 is pursuing its own public listing on an international exchange and we will update the market with material progress in this regard as news becomes available.

 

Zeelo Limited ("Zeelo")

Zeelo's ambition is to build the world's leading smart mobility platform for organisations, enabling access to safe and sustainable transportation for everyday journeys. It seeks to use technology and data to provide flexible and cost efficient transportation programmes in public transit deserts.  This includes the smart provision and procurement of shared transport for businesses and providing employees with a safer commute to work and in education getting students to schools and colleges safely and competitively.  It also gives transport operators access to new business via a digitised service.

Zeelo continues to grow impressively in 2022 in terms of journeys taken on the platform and significant revenue and the Board is confident it will realise the value of its investment.

At 31 March 2022, Asimilar held 1,220,000 in Zeelo, which represents 1.2% of its issued share capital, with a carrying value of £301,850.

I would like to thank our shareholders and advisers for continuing to support the Board and our vision.

John Taylor

Chairman                               

29 June 2022



 

ASIMILAR GROUP PLC

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 31 MARCH 2022

         
Unaudited Unaudited Audited
six months ended six months ended year ended
31 March 2022 31 March 2021 30 September 2021
 Notes £ £ £
 
     
Revenue  7,000 7,000 14,000
     
Administrative expenses  (323,811) (438,603) (800,536)
Sundry income  - - 43,414
Gain on sale of investments  99,485 2,604,000 2,202,000
     
Gain / (Loss) from remeasurement of derivative financial liabilities 7 684,500 (602,600) (459,900)
Unrealised gain / (loss) on remeasurement to fair value on investments in financial assets 3 (11,044,357) 21,836,376 25,687,510
GAIN / (LOSS) FROM OPERATIONS BEFORE FINANCING ACTIVITIES
 
(10,577,183) 23,406,173 26,686,488
Finance income  - 21,015 20,377
Finance cost  - - (1,229)
     
(LOSS)/PROFIT BEFORE TAX (10,577,183) 23,427,188 26,705,635
     
Tax  - - -
     
(LOSS)/PROFIT FOR THE PERIOD (10,577,183) 23,427,188 26,705,635
     
TOTAL COMPREHENSIVE (EXPENSE)/INCOME
FOR THE PERIOD
(10,577,183) 23,427,188 26,705,635
    

(Loss)/profit before tax and total comprehensive income/(expense) for the period are all attributable to the equity shareholders of the parent.

(Loss)/profit per share (pence per share)    
Basic (8.69) 21.67 23.29
Diluted (8.69) 15.32 19.23

Income and profit from operations for the current period all derive from continuing operations.

 

ASIMILAR GROUP PLC

 

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE SIX MONTHS ENDED 31 MARCH 2022

  Unaudited Audited
  31 March 30 September
  2022 2021
 Notes £ £
ASSETS    
   
Non-current assets    
    
Investments in financial assets held at fair value 3 29,343,085 36,312,423
  29,343,085 36,312,423
Current assets    
    
Investments in financial assets held at fair value 3 2,978,726 6,727,681
Trade and other receivables 4 161,100 95,481
Cash and cash equivalents 5 31,705 600,090
 3,171,530 7,423,252
   
TOTAL ASSETS  32,514,615 43,735,675
   
EQUITY AND LIABILITIES    
   
Equity    
Share capital 8 5,214,766 5,214,709
Share premium account  17,961,563 17,932,954
Merger reserve  279,900 279,900
Warrant reserve  157,813 157,813
Retained earnings  7,312,082 17,889,264
Total equity attributable to equity holders of the parent    
  30,926,124 41,474,640
   
Current liabilities    
Trade and other payables 6 143,591 131,635
Derivative financial liabilities 7 1,444,900 2,129,400
Total liabilities  1,588,491 2,261,035
   
    
TOTAL EQUITY AND LIABILITIES  32,514,615 43,735,675

 

 

ASIMILAR GROUP PLC

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 31 MARCH 2022

             
Share
Share Premium Merger Warrant Retained
capital Account Reserve Reserve Earnings Total
      
£ £  £ £ £
      
Audited as at 1 October 2020 5,213,277 14,327,636 279,900 157,813 (9,387,371) 10,591,255
      
Total comprehensive income for the period - - - - 23,427,188 23,427,188
Share based payments - - - - 108,000 108,000
Transactions with owners       
Share issue 576 1,224,924 - - - 1,225,500
      
Unaudited as at 31 March 2021 5,213,853 15,552,560 279,900 157,813 14,147,817 35,351,943
      
      
Unaudited as at 1 April 2021 5,213,853 15,552,560 279,900 157,813 14,147,817 35,351,943
      
Total comprehensive income for the period - - - - 3,170,447 3,170,447
Share based payments - - - - 571,000 571,000
Transactions with owners       
Share issue 856 2,380,394 - - - 2,381,250
      
Audited as at 30 September 2021 5,214,709 17,932,954 279,900 157,813 17,889,264 41,474,640
Audited as at 1 October 2021 5,214,709 17,932,954 279,900 157,813 17,889,264 41,474,640
      
Total comprehensive expenses for the period - - - - (10,577,182) (10,577,182)
Transactions with owners       
Share issue 57 28,609 - - - 28,667
      
Unaudited as at 31 March 2022 5,214,766 17,691,563 279,900 157,813 7,312,082 30,926,124
      

All equity is attributable to equity shareholders of the parent.

 

Share Capital

Represents the par value of shares in issue.

 

Share premium

Represents amounts subscribed for share capital in excess of its nominal value, net of directly attributable issue costs.

 

Merger relief reserve

Represents premium on shares issued in connection with the acquisition of Intrinsic Investments Limited, recognised in accordance with S162 of the Companies Act 2006.

 

Warrant reserve

Warrant reserve represents amount received for placing warrants.

 

Retained earnings

Represents accumulated profit to date.



ASIMILAR GROUP PLC

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 31 MARCH 2022

    Unaudited Unaudited Audited
six months ended six months ended year ended
31 March 2022 31 March 2021 30 September 2021
£ £ £
  
Operating activities     
(Loss) / profit before tax  (10,577,182) 23,427,188 26,705,636
(Increase)/decrease in trade and other receivables  (65,619) 90,876 86,761
Increase/(decrease) in trade and other payables  11,956 300,492 (65,500)
Net finance cost  - (21,015) (19,148)
Unrealised (gains) / loss on remeasurement to fair value  10,359,857 (21,233,776) (25,687,510)
Gain on sale of investments  (99,485) - (2,202,000)
Foreign exchange  - 43,519 -
Share based payments  - 108,000 571,000
     
     
Net cash (used in)/generated from operating activities  (370,474) 2,715,284 (610,761)
    
Investing activities     
Payments to acquire investment  (395,316) (6,208,244) (9,570,755)
Proceeds from disposal of financial assets  168,737 3,555,417 3,674,463
Loans repaid  - - 2,771,426
Net finance income  - 61,967 19,418
Net cash used in investing activities  (226,578) (2,590,860) (3,105,718)
    
Financing activities     
Net proceeds from issue of shares  28,667 1,225,500 3,606,750
     
     
Net cash received from financing activities  28,667 1,225,500 3,606,750
    
    
Net (decrease) / increase in cash and cash equivalents  (568,385) 1,349,924 (109,729)
     
Cash and cash equivalents at the start of the period 600,090 709,819 709,819
Cash and cash equivalents at the end of the period 31,705 2,059,743 600,090

Notes

The notes are available in the PDF download.

Page last up-dated: 30 June 2022