Anemoi International Ltd
Interim report
Six months to 30 June 2021
Directors, Secretary and Advisers
Directors
C Duncan Soukup, Chairman
Gareth Edwards, Non-Executive Director
Registered Office
Folio Chambers
P.O. Box 800, Road Town, Tortola,
British Virgin Islands
Company Secretary
C Duncan Soukup
Broker
Peterhouse Capital
3rd Floor
80 Cheapside
London
EC2V 6EE
Solicitors to the Company
Locke Lord (UK) LLP
(as to English Law)
201 Bishopsgate, London,
EC2M 3AB
Solicitors to the Company
Conyers Dill & Pearman
(as to BVI Law)
Romasco Place, Wickhams Cay 1 PO Box 3140
Road Town, Tortola
British Virgin Islands VG1110
Auditors
Jeffreys Henry LLP
Finsgate 5-7 Cranwood Street
London EC1V 9EE
Registrars
Link Market Services (Guernsey Ltd)
Mont Crevelt House
Bulwer Avenue
St Sampson, Guernsey, GY2 4LH
Company website
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Contents
Chairman’s Statement .........................................................................................................................4
Condensed Statement of Income ......................................................................................................6
Condensed Statement of Comprehensive Income ..........................................................................7
Condensed Statement of Financial Position .....................................................................................8
Condensed Statement of Cash Flows ................................................................................................9
Condensed Statement of Changes in Equity ..................................................................................10
Notes to the Condensed Financial Information ..............................................................................11
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Chairman’s Statement
I am happy to present the unaudited interim accounts for the six months to 30 June 2021. Whilst the
first six months of 2021 were uneventful, the board continues to review potential transactions and
looks forward to the second half of the financial year.
As part of this ongoing review, the Board of Anemoi are pleased to announce that the Company has
signed non-legally binding heads of terms with the shareholders of id4 AG which set out the key terms
for the proposed acquisition of the entire issued share capital of id4. Although the full details are yet to
be determined, this is an exciting acquisition.
id4 is a Software as a Service (SaaS) company specialised in the provision of digital Customer
Lifecycle Management ("CLM") solutions for financial and non-financial institutions. id4 was
nominated as one of the RegTech 100 in 2020 as well as receiving the Best Compliance Solution
Award in 2020 and the Best Fintech Solution Award in 2021 at the WealthBriefing Swiss Awards.
Should the Acquisition complete, it would constitute a Reverse Take Over under the Listing Rules
therefore, at the request of the Company, the FCA has suspended the Company's listing on the
standard segment of the Official List and trading on the Main Market of the London Stock Exchange
has also been suspended as of the 28th July 2021 pending the publication of a prospectus providing
further detail on id4 and the Company as enlarged by the Acquisition, or an announcement that the
RTO is not proceeding.
This condensed consolidated interim financial report for the half-year reporting period ended 30 June
2021 has been prepared in accordance with Accounting Standard IAS 34 Interim Financial Reporting.
The interim report does not include all the notes of the type normally included in an annual financial
report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 31
December 2020 and any public announcements made by Anemoi International Ltd during the interim
reporting period.
The accounting policies adopted are consistent with those of the previous financial year and
corresponding interim reporting period.
Responsibility Statement
We confirm that to the best of our knowledge:
a) the condensed set of financial statements has been prepared in accordance with IAS 34
'Interim Financial Reporting';
b) the interim management report includes a fair review of the information required by DTR
4.2.7R (indication of important events during the first six months and description of principal
risks and uncertainties for the remaining six months of the year); and
c) the interim management report includes a fair review of the information required by DTR
4.2.8R (disclosure of related parties' transactions and changes therein).
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Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide additional information to
shareholders to enable them to assess the Company’s strategy and the potential for that strategy to
succeed. The IMR should not be relied on by any other party or for any other purpose.
Duncan Soukup
Chairman
Anemoi International Ltd
20 September 2021
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Condensed Statement of Income
For the six months ended 30 June 2021
6 Months to
Period to
Jun 2021
Dec 2020
Note
GBP
GBP
Continuing Operations
Revenue
-
-
Cost of sales
-
-
Gross profit / (loss)
-
-
Administrative expenses excluding exceptional costs
(115,014)
(102,747)
Exceptional administration costs
-
(88,817)
Total administrative expenses
(115,014)
(191,564)
Operating loss
(115,014)
(191,564)
Net financial income/(expense)
3
(7,855)
(3,733)
Profit/(loss) before taxation
(122,869)
(195,297)
Taxation
-
-
Profit/(loss) for the period
(122,869)
(195,297)
Loss per share – pence (using weighted average
number of shares)
Basic and Diluted - Continuing Operations
(0.38p)
(0.65p)
Basic and Diluted
5
(0.38p)
(0.65p)
The notes on pages 11 to 14 form an integral part of this consolidated interim financial information.
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Condensed Statement of Comprehensive Income
For the six months ended 30 June 2021
6 Months to
Period to
Jun 2021
Dec 2020
GBP
GBP
Loss for the financial year
(122,869)
(195,297)
Other comprehensive income:
Exchange differences on re-translating foreign operations
(13,563)
9,390
Total comprehensive income
(136,432)
(185,907)
Attributable to:
Equity shareholders of the parent
(136,432)
(185,907)
Non-Controlling interest
-
-
Total Comprehensive income
(136,432)
(185,907)
The notes on pages 11 to 14 form an integral part of this consolidated interim financial information.
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Condensed Statement of Financial Position
As at 30 June 2021
Jun 2021
Dec 2020
Note
GBP
GBP
Assets
Current assets
Trade and other receivables
7,403
-
Cash and cash equivalents
1,095,868
878,642
Total current assets
1,103,271
878,642
Liabilities
Current liabilities
Trade and other payables
76,752
21,101
Total current liabilities
76,752
21,101
Net current assets
1,026,519
857,541
Non-current liabilities
Long term debt
4
229,673
164,263
Total non-current liabilities
229,673
164,263
Net assets
796,846
693,278
Shareholders’ Equity
Share capital
6
1,044,855
804,855
Other Reserves - Warrant Options
74,330
74,330
Foreign exchange reserve
(4,173)
9,390
Retained earnings
(318,166)
(195,297)
Total shareholders' equity
796,846
693,278
Total equity
796,846
693,278
The notes on pages 11 to 14 form an integral part of this consolidated interim financial information.
These financial statements were approved by the board on 20 September 2021.
Signed on behalf of the board by:
Duncan Soukup
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Condensed Statement of Cash Flows
For the six months ended 30 June 2021
6 Months to
Period to
Notes
Jun 2021
Dec 2020
GBP
GBP
Cash flows from operating activities
Operating Loss
(115,014)
(191,564)
Increase in other receivables
(7,403)
-
Increase in other payables
55,650
21,101
Cash generated by operations
(66,767)
(170,463)
Cash flows from financing activities
Interest Paid
(8,922)
(2,357)
Issue of ordinary share capital
6
240,000
879,185
Parent company loan issuance/(repayment)
65,411
164,263
Net cash flow from financing activities -
continuing operations
296,489
1,041,091
Net increase in cash and cash
equivalents
229,722
870,628
Cash and cash equivalents at the start of the
period
878,642
-
Effects of foreign exchange rate
(12,496)
8,014
changes
Cash and cash equivalents at the end of
the period
1,095,868
878,642
The notes on pages 11 to 14 form an integral part of this consolidated interim financial information.
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Condensed Statement of Changes in Equity
For the six months ended 30 June 2021
Attributable to owners of the Company
Total
Share
Other
Foreign
Exchange
Retained
Shareholders
Capital
Reserves
Reserves
Earnings
Equity
£
£
£
£
£
Opening Balance
-
-
-
-
-
Issuance of Share Capital
879,185
-
-
-
879,185
Other Reserves - Warrant Options
(74,330)
74,330
-
-
-
Total comprehensive income for the
period
-
9,390
(195,297)
(185,907)
Balance as at
31 December 2020
804,855
74,330
9,390
(195,297)
693,278
Issuance of Share Capital
240,000
-
-
-
240,000
Other Reserves - Warrant Options
-
-
-
-
-
Total comprehensive income for the
period
-
-
(13,563)
(122,869)
(136,432)
Balance as at
30 June 2021
1,044,855
74,330
(4,173)
(318,166)
796,846
The notes on pages 11 to 14 form an integral part of this consolidated interim financial information.
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Notes to the Condensed Financial Information
1 General information
Anemoi International Ltd (the “Company”) is a British Virgin Island (“BVI”) International business company (“IBC”), incorporated and
registered in the BVI on 6 May 2020. The Company is a holding company actively seeking investment opportunities.
2
Significant Accounting policies
The Company prepares its accounts in accordance with applicable International Financial Reporting Standards (“IFRS”) as
adopted by the United Kingdom.
The financial statements are expressed in GBP
The accounting policies applied by the Company in this unaudited consolidated interim financial information are the same as
those applied by the Company in its consolidated financial statements as at 31 December 2020.
The financial information has been prepared under the historical cost convention, as modified by the accounting standard for
financial instruments at fair value.
2.1
Basis of preparation
The condensed consolidated interim financial information for the six months ended 30 June 2021 has been prepared in
accordance with International Accounting Standard No. 34, ‘Interim Financial Reporting’. They do not include all of the information
required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the
Company as at and for the year ended 31 December 2020.
These condensed interim financial statements for the six months ended 30 June 2021 are unaudited and do not constitute full
accounts. The independent auditor’s report on the 2020 financial statements was not qualified.
2.2
Going concern
The financial information has been prepared on the going concern basis as management consider that the Company has sufficient
cash to fund its current commitments for the foreseeable future.
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Notes Condensed Financial Information Continued
3 Net Financial Expense
6 Months to
Period to
Jun 2021
Dec 2020
GBP
GBP
Loan interest payable
8,906
2,357
Bank interest expense
16
Foreign currency (gains)/losses
(1,067)
1,376
7,855
3,733
4 Borrowings
2021
2020
Non-current liabilities
GBP
GBP
Convertible loan note drawdown
218,453
161,905
Interest accrued
11,220
2,358
Total Borrowing
229,673
164,263
In October 2020 the Company issued 10% cumulative convertible loan notes in integral multiples of USD$1.00 for a total of
USD$350,000. As at the period end USD$15,400 of interest had been accrued on a drawn down balance of USD$299,824. The notes
are redeemable on the second anniversary of the execution date. They have been translated at the year end rate in to GBP.
5 Earnings per share
6 Months to
Period to
Jun 2021
Dec 2020
GBP
GBP
The calculation of earnings per share is based on
the following loss attributable to ordinary shareholders and
number of shares:
Loss for the period from continuing operations
(122,869)
(195,297)
Loss for the period
(122,869)
(195,297)
Weighted average number of shares of the Company
32,500,000
30,000,000
Loss per share:
Basic and Diluted (pence)
(0.38p)
(0.65p)
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Notes Condensed Financial Information Continued
6 Share Capital
As at
As at
30 Jun 2021
31 Dec 2020
Authorised share capital:
100,000,000 ordinary shares of no par value
-
-
Fully subscribed shares
29,950,000 ordinary shares of $0.04 each
1,198,000
1,198,000
Exchange rate adjustment
1.3649
1.3649
29,950,000 ordinary shares in GBP
879,185
879,185
Placing of 5,999,999 ordinary shares of £0.04
240,000
-
Less fair value of options and warrants
(350,501)
-
Total
768,684
879,185
Number
Number
of shares
of shares
Fully Subscribed shares as per above
35,949,999
29,950,000
Fully Subscribed shares of no value
50,000
50,000
Total
35,999,999
30,000,000
Under the Company’s amended memorandum of association of 25 May 2021, the Company is authorised to issue an unlimited
number of shares of one class.
During the period 5,999,999 ordinary shares were placed at a price of £0.04 per share with existing and new investors (the
Placing), bringing the total issued share capital of the company to 35,999,999 Ordinary Shares of no par value.
Simultaneous to the Placing the Company granted to subscribers:
(i)
5,999,999 ‘A’ warrants with an exercise period of one year from the first anniversary of the date of grant entitling
an ‘A’ warrantholder to subscribe for one ordinary share of the Company for each warrant held at a subscription
price of £0.08; and
(ii)
5,999,999 ‘B’ warrants with an exercise period of one year from the second anniversary of
the date of grant entitling a warrantholder to subscribe for one ordinary share of the
Company for each warrant held at a subscription price of £0.12
in each case with the subscription rights and price per ordinary share being subject to adjustment in
the event of any share splits or share consolidations by the Company.
Accelerated subscription rights apply to both ‘A’ warrant and ‘B’ warrants in the event that the Company
undertakes further equity fund raises (including in connection with a merger, acquisition or reverse
takeover transaction) .
The Company may, at any time during the exercise periods of the ‘A’ warrants and ‘B’ warrants when the
Company’s share price equals or exceeds the subscription price applicable to each class of warrant, without
notice purchase any warrants at any price by tender, private treaty or otherwise. The Company may
accept the surrender of a Warrant at any time. Any Warrants so purchased or surrendered will be
cancelled by the Company, which will not be at liberty to reissue or resell them.
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Notes Condensed Financial Information Continued
7 Related Party Transactions
Thalassa Holdings Ltd, which holds shares in the Company is related by common control through the Chairman, Duncan
Soukup.
The staff costs incurred by the Company are recharged from Thalassa Holdings Ltd totalling £37,293 for the period.
Consultancy and administrative services were accrued on behalf of a company in which the Chairman has a beneficial interest,
the Group accrued $13,000 of fees in the period (2020 : nil). There was no further director’s remuneration for the period.
8 Subsequent events
The Company’s M&A were amended by a written resolution of the board on 15 th July 2021 such that the Company is authorised
to issue shares of one class with a par value of US$0.001
Luca Tomasi was appointed as a director of the Company by a written resolution of the board passed on 1 July 2021.
9 Copies of the Interim Report
The interim report is available on the Company’s website: www.anemoi-international.com .
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