Quetzal Capital Plc - Interim Results to 31 December 2021
PR Newswire
London, February 11
Quetzal Capital Plc
("Quetzal Capital" or the "Company")
Unaudited Financial Results for the Six Months to 31st December 2021
Director's Statement
Quetzal Capital Plc (the "Company") (AQSE: QTZ) is pleased to present its unaudited half-year results for the six-month period ended 31 December 2021.
Highlights
- £1.5million investment into, and a call option to acquire, TAP Global Limited, a leading regulated fully integrated Crypto-Fiat exchange service provider with an associated neo banking platform
- Net assets at year-end of over £3million
- Appointment of Tony Quirke, an industry expert in the payments and e-money sectors
Business review
The results for this period reflect a period of target review and ultimately the identification of TAP Global in which the Company has made a significant investment. The Company subscribed for £1.5 million of secured convertible loan notes ("CLNs") in TAP Global and under the terms of the CLNs, the Company has the right to subscribe for additional CLNs up to a further £500,000 CLNs of £1 each at any point before 31 May 2022. Should the CLNs convert, they will do so at a 50% discount to the valuation of TAP Global at a conversion event which would involve the acquisition of the entire issued share capital of TAP Global by the Company. TAP Global also signed a call option in favour of the Company that gives the Company the right to acquire 100% of the issued share capital of TAP Global, subject to the terms of a Sale and Purchase Agreement being agreed between the parties. The Board is very excited about the progress TAP Global has made on the TAP platform in the past few months and is monitoring how the addition of several enhancements, including the roll out of corporate accounts and the incorporation of 10 further token assets, will impact the usage of the platform going forward. The Board is in constant review of TAP's progress, generally, in order to be in a position to make an informed decision on whether to trigger the acquisition option, which would lead to a Reverse Takeover of TAP Global and its subsidiaries.
The financial results for the six months ended 31 December 2021 show a loss of £104,689 compared to a loss for the same period in 2020 of £16,914. The net assets at 31 December 2021 were £3,055,345 (2020: (£57,346)).
Post balance sheet events
On 17 January 2022, the Company announced the appointment of Anthony ("Tony") Quirke as Non-executive Director of the Company. Tony has a wealth of knowledge and experience in the payments and e-money sectors, as well as experience of acquisitions on public markets, and will be an invaluable member of the Company as we work to maximise the value of our investments for shareholders going forward.
On behalf of the Board
Fungai Ndoro
Executive Director
The Directors of Quetzal Capital Plc accept responsibility for the content of this announcement.
Quetzal Capital Plc
Fungai Ndoro: +44 (0) 203 813 0175
AQSE Growth Market Corporate Adviser
Peterhouse Capital Limited
Guy Miller / Mark Anwyl
Tel: +44 (0) 207 469 0930
Quetzal Capital Plc
Interim Statement of Comprehensive Income
Period Ended 31 December 2021
| 6 months to 31 Dec 2021 Unaudited | Year ended 30 June 2021 Audited | 6 months to 31 Dec 2020 Unaudited | ||
| Note | £ | £ | £ | |
| Administrative expenses | (104,689) | (68,803) | (16,914) | |
| Operating profit / (loss) | (104,689) | (68,803) | (16,914) | |
| Interest payable and similar expenses | - | - | - | |
| Profit / (loss) before taxation | (104,689) | (68,804) | (16,914) | |
| Tax on profit / (loss) | - | (3,112) | - | |
| Profit / (loss) for the financial period and total comprehensive income | (104,689) | (71,915) | (16,914) |
All the activities of the Company are from continuing operations and investments.
The notes form part of these interim financial statements.
Quetzal Capital Plc
Interim Statement of Financial Position
Period Ended 31 December 2021
| 6 months to 31 Dec 2021 Unaudited | Year ended 30 June 2021 Audited | 6 months to 31 Dec 2020 Unaudited | ||
| Note | £ | £ | £ | |
| Fixed assets | ||||
| Investments | 1 | 2,279 | 2,279 | 2,187 |
| 2,279 | 2,279 | 2,187 | ||
| Current assets | ||||
| Debtors | 152,200 | 71,628 | 4,458 | |
| Financial assets | 1,935,371 | 267,930 | - | |
| Cash and cash equivalents | 987,981 | 2,841,679 | ||
| Total current assets | 3,075,552 | 3,181,237 | 4,458 | |
| Creditors: amounts falling due within one year | 19,374 | 20,370 | 63,991 | |
Net current assets | 3,056,178 | 3,160,867 | (59,533) | |
| Total assets less current liabilities | 3,058,457 | 3,163,146 | (57,346) | |
| Provisions | (3,112) | (3,112) | - | |
| Net assets | 3,055,345 | 3,160,034 | (57,346) | |
| Capital and reserves | ||||
| Called up share capital | 1,701,243 | 1,701,243 | 1,552,577 | |
| Share premium | 4,687,681 | 4,687,681 | 1,573,086 | |
| Option & warrant reserve | 9,120 | 9,120 | - | |
| Profit & loss account | (3,342,699) | (3,238,010) | (3,183,009) | |
| Shareholders' funds / (deficit) | 3,055,345 | 3,160,034 | (57,346) | |
The interim financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
Fungai Ndoro
Director
The notes form part of these interim financial statements.
Quetzal Capital Plc
Interim Statement of Changes in Equity
Period Ended 31 December 2021
| Called up Share Capital | Share Premium | Other Reserves | Profit & Loss Account | Total | |||||||
| £ | £ | £ | £ | £ | |||||||
| As at 1 July 2021 | 1,701,243 | 4,687,681 | 9,120 | (3,238,010) | 3,160,034 | ||||||
| Total comprehensive profit for the period | - | - | - | (104,689) | (104,689) | ||||||
| Issue of shares | - | - | - | - | - | ||||||
| Balance at 31 December 2021 | 1,701,243 | 4,687,681 | 9,120 | (3,342,699) | 3,055,345 | ||||||
| Called up Share Capital | Share Premium | Other Reserves | Profit & Loss Account | Total | |
| £ | £ | £ | £ | £ | |
| As at 1 July 2020 | 1,552,202 | 1,572,336 | - | (3,166,095) | (41,557) |
| Total comprehensive profit for the year | - | - | - | (71,915) | (71,915) |
| Issue of shares | 149,041 | 3,115,345 | - | - | 3,264,386 |
| Option & warrant reserve | - | - | 9,120 | - | 9,120 |
| Balance at 30 June 2021 | 1,701,243 | 4,687,681 | 9,120 | (3,238,010) | 3,160,034 |
| Called up Share Capital | Share Premium | Profit & Loss Account | Total | |
| £ | £ | £ | £ | |
| As at 1 July 2020 | 1,552,202 | 1,572,336 | (3,166,095) | (41,557) |
| Total comprehensive profit for the period | - | - | (16,914) | (16,914) |
| Issue of shares | 375 | 750 | - | 1,125 |
| Balance at 31 December 2020 | 1,552,577 | 1,573,086 | (3,183,009) | (57,346) |
The following describes the nature and purpose of each reserve within owners' equity:
| Reserve | Description and purpose |
Called Up Share Capital | This represents the nominal value of shares issued. |
| Share Premium | Amount subscribed for share capital in excess of nominal value. |
| Profit & Loss Account | Cumulative net gains and losses recognised in the statement of comprehensive income. |
The notes form part of these interim financial statements.
Quetzal Capital Plc
Interim Statement of Cash Flows
Period Ended 31 December 2021
| Note | 31 Dec 2021 £ | 30 June 2021 £ | 31 Dec 2020 £ | |
| Cash flows from operating activities | ||||
| Profit / (loss) for the financial period | (104,689) | (71,915) | (16,914) | |
| Adjustments for: | ||||
| Fair value adjustment of listed shares | 4,361 | (16,472) | - | |
| Interest payable and similar expenses | - | - | - | |
| Other operating cash flow adjustment | - | 9,120 | - | |
| Changes in: | ||||
| Trade and other debtors | (80,572) | (64,133) | 3,037 | |
| Trade and other creditors | (996) | (27,757) | (22,248) | |
| Cash generated from operations | (181,896) | (171,157) | (36,125) | |
| Interest paid | - | - | - | |
| Net cash used in operating activities | (181,896) | (171,157) | (36,125) | |
| Cash flows from financing activities | ||||
| Purchase of listed investment | (1,671,802) | (251,550) | - | |
| Loans received | - | - | 35,000 | |
| Share issue | - | 3,470,124 | 1,125 | |
| Share issue expenses paid | - | (205,738) | - | |
| Net cash used in financing activities | (1,671,802) | 3,012,836 | 36,125 | |
| Increase / (Decrease) in cash and cash equivalents | (1,853,698) | 2,841,679 | - | |
| Cash and cash equivalents at beginning of the period | 2,841,679 | - | - | |
| Cash and cash equivalents at the end of the period | 987,981 | 2,841,679 | - |
The notes form part of these interim financial statements.
Quetzal Capital Plc
Notes to the Interim Financial Statements
Period Ended 31 December 2021
Financial information
The financial information set out in these interim financial statements does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Company's statutory financial statements for the year ended 30 June 2021 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498(2) of the Companies Act 2006.
These interim results have not been audited nor have they been reviewed by the Company's auditors under ISRE 2410 of the Auditing Practices Board.
These interim financial statements are for the six month period ended 31 December 2021. They have been prepared following the recognition and measurement principles of FRS 102. They do not include all of the information required for full annual financial statements and should be read in conjunction with the financial statements for the period ended 30 June 2021.
Going concern
The directors, having made appropriate enquiries, consider that adequate resources exist and continued support of the directors is forthcoming for the Company to continue in operational existence for the foreseeable future, therefore, it is appropriate to adopt the going concern basis in preparing these interim financial statements for the period ended 31 December 2021.
1. Investments
| Shares in group undertakings | Other investments other than loans | Total | |
| £ | £ | £ | |
| Cost | |||
| As at 1 July 2021 | - | 2,279 | 2,279 |
| Additions | - | - | - |
| Revaluations | - | - | - |
| Balance at 31 December 2021 | - | 2,279 | 2,279 |
| Shares in group undertakings | Other investments other than loans | Total | |
| Carrying amount | £ | £ | £ |
| As at 1 July 2021 | - | 2,279 | 2,279 |
| Balance at 31 December 2021 | - | 2,279 | 2,279 |
2. Earnings per share
The calculation of earnings per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of ordinary shares in issue being 103,203,234 during the period. This results in a loss per share of 0.10p (2020: 0.08p)
REGULATORY ANNOUNCEMENT ENDS
