TIDMTHAL
RNS Number : 3215K
Thalassa Holdings Limited
28 August 2019
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
Thalassa Holdings Ltd
(Reuters: THAL.L, Bloomberg: THAL:LN)
("Thalassa" or the "Company")
Results for the 6 months ended 30 June 2019
The Company is pleased to announce its financial results for the
6 months ended 30 June 2019. A summary of the results is set out
below.
Highlights for the 6 months ended 30 June 2019:
Group results 1H 2019 versus 1H 2018
Group Net Profit/(Loss) for the year ($2.3m) vs. $4.4m
Group Earnings Per Share (basic and ($0.13)/(GBP0.10) vs.
diluted)*(1) $0.23/GBP0.18
Reported Book value per share*(2) $1.60/GBP1.26 vs. $1.53/GBP1.16
Proforma Book value per share*(3) $1.73/GBP1.37 vs. $1.53/GBP1.16
Cash $28.4m vs. $20.6m
Debt $16.1m vs. $nil
*1 based on weighted average number of shares in issue of
17,361,071 (1H18: 19,275,546)
*2 based on actual number of shares in issue as at 30 June 2019
of 17,175,275
*3 based on LSR proforma book value and actual number of shares
in issue as at 30 June 2019 of 17,175,275
Continuing Operations
Operating Profit/(Loss) before depreciation ($2.1m) vs. $5.0m
(EBITDA)
Group Profit/(Loss) from continuing ($2.3m) vs. $4.4m
operations
1H19 Highlights
Associated entity LSR
-- THAL offer for LSR rejected; LSR announces buy back as per
THAL's original proposal to LSR Board
ARL
-- Successful "Proof of Concept" of autonomous flying node
-- Potential interest from E&P and seismic survey operators
in participating in the development of the nodes
-- Participation in several grant funding opportunities
Miscellaneous
-- Cancellation of all outstanding preference shares following
the lapse of the offer for The Local Shopping Reit plc on 3 May
2019
Subsequent Events
-- Wholly owned subsidiary, Apeiron Holdings A.G. exchanged
contracts for the acquisition of id4 A.G. a Regulatory Technology
company registered in Switzerland
-- Second earn out payment from sale of WGP of $4.8 million due by 11 September 2019
Enquiries:
Thalassa Holdings Ltd
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+33 (0)6 78 63 26
Duncan Soukup (Executive Chairman) 89
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WH Ireland Limited (Financial Adviser) +44 (0)207 220 1650
--------------------
Chris Fielding, Managing Director, Corporate
Finance
--------------------
Chairman's Statement
I am happy to present the unaudited interim accounts for the six
months to 30 June 2019.
The first half of 2019 highlighted by slowing global economic
growth, in large part caused by US tariffs on Chinese and European
goods, increased political conflict domestically in the US, the EU,
UK, Hong Kong and internationally between the US and practically
everyone else but in particular with China, the EU and Iran.
For most of the first half of the year under review, Financial
Markets ignored increased Political and Economic risks and focused
on decreasing interest rates...in the misguided belief that
negative interest rates are a sign of a healthy economy! It is my
belief that third and, unless something changes very soon, fourth
quarter earnings will disappoint and that a substantial correction
in the markets is on the cards.
Based on our relatively negative view on the outlook for global
economic growth and the impact it could well have on inflated asset
valuations, your board has taken a very cautious approach to
reinvesting the Company's cash, and whilst the Company recently
completed the previously announced acquisition of id4 and is
reviewing further potential acquisitions, we are not willing to
overpay, a position we share with none other than Berkshire
Hathaway where cash at the end of June 2019 exceeded $122
billion!
As a result of our increased concerns regarding valuations in
both the Private and Public Markets, we increased the size of our
market hedges in the second quarter, which negatively impacted our
first half results (showing a loss of $30,000) but which have since
turned substantially positive and are now showing a profit of
+/-$50,000, a $80,000 swing.
Thalassa's current Holdings include:
ANEMOI
Anemoi is a Luxembourg registered Company set up, as a cash
shell, to acquire an operating company. The process is ongoing and
we will keep the market apprised of developments.
APEIRON
Apeiron is a Swiss registered Company set up to acquire partial
or full control of FinTech/RegTech companies. The Company's first
transaction was the recently announced acquisition of id4.
AUTONOMOUS ROBOTICS (ARL)
As announced on 19 June 2019 ARL has successfully completed the
initial "Proof of Concept" stage in the development of its
autonomous flying node which followed the review of the Concept of
Operations and redesign of the system.
During the period three trials were successfully completed and
we have now demonstrated successful autonomous navigation, landing
and take-off from the seabed as well as successful seismic data
recording.
ARL has submitted several applications for grant funding
opportunities to progress different elements of the ongoing
development of the flying node and is currently awaiting their
outcomes.
Members of the ARL team attended the 2019 European Association
of Geophysical Engineers conference in June and met with several
major E&P companies and seismic survey operators, some of whom
expressed a potential interest in participating in the further
development of the nodes.
Along with a number of other Defence sector companies ARL has
signed a partnering agreement with the Royal Navy (RN) for the
forthcoming Defence & Security Equipment International (DSEI)
Exhibition taking place from 10 to 13 September in London. ARL will
display, market and promote the flying node capability on the RN
stand during the exhibition.
LOCAL SHOPPING REIT (LSR)
LSR has announced a Share Buy Back. As we have been categorised
as the Offeror, we are unable to comment beyond what is currently
in the Public Domain.
Share Buy back
Since the beginning of 2019 the Company has bought back a
further 747,000 shares at a cost of GBP591,225 (ca. $718,000) or
79p per share (as at 16 August 2019).
The Board considers these purchases to be in the best interest
of shareholders as these purchases are being made at a substantial
discount to Book Value.
Outlook
The THAL Board is firmly of the view that current Stock Market
Prices do not reflect either current corporate fundamentals nor the
risk of a substantial correction caused by worsening economic
conditions or the possibility of conflict in the Gulf, the South
China Sea or even Kashmir; with this in mind the Board is of the
opinion that a substantial dose of caution is warranted until
Political and Economic stability are reinstated...which we do not
anticipate in the near future.
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).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to
provide additional information to shareholders to assess the
Company's strategies and the potential for those strategies to
succeed. The IMR should not be relied on by any other party or for
any other purpose.
Duncan Soukup
Chairman
Thalassa Holdings Ltd
27 August 2019
Financial Review
Continuing Operations
Total revenue from continuing operations for the period to 30
June 2019 was nil (1H18: $0.003m).
Cost of Sales on continuing operations of $0.002m (1H18: credit
$0.006m) comprising development costs (net of capitalised costs) at
ARL, resulting in a Gross Loss of $0.002m (1H18: gross profit
$0.009m).
Administration expenses excluding exceptional costs were $1.5m
(1H18: $2.4m). Depreciation costs were $0.02m (1H18: $0.03m).
Exceptional administration costs were $0.6m (1H18: nil) and were
all in connection with the Lapsed Offer to acquire The Local
Shopping REIT plc.
Operating Loss was therefore $2.1m (1H18: operating profit
$5.0m).
Net financial expense was $0.03m (1H18: gain $0.4m). The net
expense comprised $0.07m unrealised loss on investments and a net
$0.04m exchange rate gain and interest income as at 30 June 2019.
Currencies have moved in our favour during July & August and as
at 21 August 2019 we are now showing a net currency gain of $0.05m
since the period end.
Share of profits less losses of associated entities was a loss
of $0.61m (1H18: $0.96m) relating to the 25.48% equity interest in
The Local Shopping REIT plc ("LSR").
However the carrying value of the investment in LSR in our
accounts is now at GBP0.215 per share compared to the published net
asset per share in the LSR Interim Report as at 31 March 2019 of
GBP0.3133.
Loss before tax was $2.9m (1H18: profit $4.3m) with a net tax
receipt in the period of $0.6m (1H18: $0.1m) resulting from the
resolution with the Norwegian tax authorities of a subsidiary's tax
liability.
Loss after tax from continuing operations was therefore $2.3m
(1H18: profit $4.4m).
Net assets at 30 June 2019 amounted to $27.5m (1H18: $29.1m)
resulting in net assets per share of $1.60/GBP1.26 based on
17,175,275 shares in issue versus $1.53/GBP1.16 in 1H18 (based on
19,044,775 shares in issue) and $1.54/GBP1.01 in 2018 (based on
19,812,640 shares in issue). Included is $28.4m of cash, equivalent
to $1.65/GBP1.30 per share (1H18: cash $20.6m equivalent to
$1.08/GBP0.82 per share).
The investment in LSR is now shown with a book value of GBP0.215
per share compared with the last published net asset per share of
GBP0.3133 as at 31 March 2019.
The Company had no net debt (cash less borrowings) at the period
end (1H18: $nil).
Net cash outflow from operating activities amounted to $2.9m
compared to an outflow of $5.1m in 1H18.
Net cash outflow from investing activities amounted to $2.5m
compared to a net cash inflow in 1H18 of $18.5m relating to the
sale of the WGP business and it's assets.
Net cash inflow from financing activities amounted to $15.5m
which related to a short-term loan facility net of the purchase of
a further 677,000 Treasury shares (1H2018: outflow $0.9m). The loan
facility was repaid in August 2019.
Net increase in cash and cash equivalents was $11.0m resulting
in Cash and Cash Equivalents of $28.4m as at 30 June 2019 (1H18:
$20.6m, Y/E 2018: $17.4m).
Interim Condensed Consolidated Statement of Income
For the six months ended 30 June 2019
Proforma Reported
Six months Six months Six months Year
ended ended ended ended
30 Jun 19 30 Jun 19 30 Jun 18 31 Dec 18
Unaudited Unaudited Unaudited Audited
Note $ $ $
Continuing Operations
Revenue - - 3,286 3,188
Cost of sales (1,989) (1,989) 5,593 (109,027)
Gross profit (1,989) (1,989) 8,879 (105,839)
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Gain on disposal of WGP assets - - 7,419,475 -
Administration expenses excluding exceptional costs (1,472,616) (1,472,616) (2,387,015) (4,428,743)
Exceptional administration costs (615,527) (615,527) - -
Total Administrative expenses (2,088,143) (2,088,143) (2,387,015) (4,428,743)
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Operating profit/(loss) before depreciation (2,090,132) (2,090,132) 5,041,339 (4,534,582)
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Depreciation (18,205) (18,205) (27,713) (41,919)
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Operating profit/(loss) (2,108,337) (2,108,337) 5,013,626 (4,576,501)
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Net financial income/(expense) (30,345) (30,345) 426,718 470,050
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Interest Expense (145,648) (145,648) (190,453) -
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Share of profits less losses of associated entities 1,628,038 (614,763) (961,774) (2,353,182)
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Profit/(Loss) before taxation (656,292) (2,899,093) 4,288,117 (6,459,633)
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Taxation 618,595 618,595 133,064 68,015
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Profit/(loss) for the financial period (37,697) (2,280,498) 4,421,181 (6,391,618)
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Discontinued Operations
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Gain on disposal of WGP assets - - - 13,419,475
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Profit/(loss) for the year (37,697) (2,280,498) 4,421,181 7,027,857
----------------------------------------------------- ----- ------------ ------------ ------------ ------------
Earnings per share - US$ (using weighted average
number of shares)
Basic and Diluted 3 (0.002) (0.13) 0.23 0.37
Proforma column illustrates the effect of the revaluation of LSR
associated entity using the NAV share valuation as announced in
their 31 March Interim statement and their share buy-back Proposal
dated 18 June 2019.
The notes on pages 13 to 18 form an integral part of this
consolidated interim financial information.
Interim Condensed Consolidated Statement of Comprehensive
Income
For the six months ended 30 June 2019
Six months Six months Year
ended ended ended
30 Jun 19 30 Jun 18 31 Dec 18
Unaudited Unaudited Audited
$ $ $
Profit/(loss) for the financial period (2,280,498) 4,421,181 7,027,857
Other comprehensive income:
Exchange differences on re-translating foreign operations (12,722) (59,833) 109,344
Total comprehensive income (2,293,220) 4,361,348 7,137,201
----------------------------------------------------------- ------------ ----------- ----------
The notes on pages 13 to 18 form an integral part of this
consolidated interim financial information.
Interim Condensed Consolidated Statement of Financial
Position
As at 30 June 2019
Proforma Reported
As at As at As at As at
30 Jun 19 30 Jun 19 30 Jun 18 31 Dec 18
Unaudited Unaudited Unaudited Audited
$ $ $
Assets
Non-current assets
Property, plant and equipment 69,265 69,265 27,976 16,803
Available for sale financial assets 2,966,209 2,966,209 1,120,407 787,518
Intangible assets 229,808 229,808 - -
Loans 1,670,094 1,670,094 1,620,796 1,645,260
Investments in associated entities 8,355,707 6,112,907 8,104,114 6,727,670
Total non-current assets 13,291,083 11,048,283 10,873,293 9,177,251
------------------------------------- ------------ ------------ ------------- ------------
Current assets
Trade and other receivables 5,342,214 5,342,214 394,473 6,095,202
Cash and cash equivalents 28,369,569 28,369,569 20,554,400 17,370,372
Total current assets 33,711,783 33,711,783 20,948,873 23,465,574
------------------------------------- ------------ ------------ ------------- ------------
Liabilities
Current liabilities
Borrowings 16,128,792 16,128,792 - -
Trade and other payables 1,082,585 1,082,585 2,695,099 2,156,692
Total current liabilities 17,211,377 17,211,377 2,695,099 2,156,692
------------------------------------- ------------ ------------ ------------- ------------
Net current assets 16,500,406 16,500,406 18,253,774 21,308,882
------------------------------------- ------------ ------------ ------------- ------------
Net assets 29,791,489 27,548,689 29,127,067 30,486,133
------------------------------------- ------------ ------------ ------------- ------------
Shareholders equity
Share capital 255,675 255,675 255,675 255,675
Share premium 45,416,298 45,416,298 45,416,298 45,416,298
Treasury shares (7,982,183) (7,982,183) (5,921,172) (7,337,959)
Other reserves (151,804) (151,804) (347,510) (139,082)
Accumulated deficit (7,746,497) (9,989,297) (10,276,224) (7,708,799)
Total shareholders equity 29,791,489 27,548,689 29,127,067 30,486,133
Total equity 29,791,489 27,548,689 29,127,067 30,486,133
------------------------------------- ------------ ------------ ------------- ------------
Proforma column illustrates the effect of the revaluation of LSR
associated entity using the NAV share valuation as announced in
their 31 March Interim statement and their share buy-back Proposal
dated 18 June 2019.
The notes on pages 13 to 18 form an integral part of this
consolidated interim financial information.
These financial statements were approved by the board on 27
August 2019.
Signed on behalf of the board by: Duncan Soukup
Interim Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2019
Six months Six months Year
ended ended ended
30 Jun 19 30 Jun 18 31 Dec 18
Unaudited Unaudited Audited
$ $ $
Cash flows from operating activities
Profit/(Loss) for the period before taxation (2,899,093) 4,327,369 6,959,842
Decrease/(increase) in trade and other receivables 752,988 745,686 (185,787)
Decrease in trade and other payables (1,074,107) (2,876,150) (3,359,710)
Gain on disposal of PPE - (7,419,475) (13,419,475)
(Gain)/loss on disposal of AFS investments 92,641 - (207,509)
Net foreign exchange gain (30,092) (425,285) (32,875)
Accrued interest income (24,834) - (48,565)
Taxation 618,595 133,064 68,015
Share of losses of associate 614,763 - 2,338,218
Fair value movement on AFS financial assets (25,833) - (25,516)
Cash used in operations (1,974,972) (5,514,791) (7,913,362)
---------------------------------------------------------------------- --------------- ------------ -------------
Depreciation 18,205 27,713 41,919
Net cash flow used in operating activities (1,956,767) (5,487,078) (7,871,443)
---------------------------------------------------------------------- --------------- ------------ -------------
Proceeds from the disposal of WGP assets - 17,906,548 -
Investments in associated entities - 961,774 -
Net Sale / (Purchase) of AFS financial assets (2,245,498) (379,717) 186,197
Purchase of property, plant and equipment (300,475) (605) (3,638)
Net cash flow (used in)/from investing activities - continuing
operations (2,545,973) 18,488,000 182,559
---------------------------------------------------------------------- --------------- ------------ -------------
Proceeds from the disposal of WGP assets - - 19,106,548
Net cash flow from investing activities - discontinued operations - - 19,106,548
---------------------------------------------------------------------- --------------- ------------ -------------
Cash flows from financing activities
Purchase of treasury shares (644,224) (864,011) (2,280,798)
Proceeds from borrowings 16,128,792 - -
Net cash flow from/(used in) financing activities 15,484,568 (864,011) (2,280,798)
---------------------------------------------------------------------- --------------- ------------ -------------
Net increase in cash and cash equivalents 10,981,828 12,136,911 9,136,866
Cash and cash equivalents at the start of the period 17,370,372 8,091,288 8,091,288
Effects of exchange rate changes on cash and cash equivalents 17,369 326,201 142,218
Cash and cash equivalents at the end of the period 28,369,569 20,554,400 17,370,372
---------------------------------------------------------------------- --------------- ------------ -------------
The notes on pages 13 to 18 form an integral part of this
consolidated interim financial information.
Interim Condensed Consolidated Statement of Changes in
Equity
For the six months ended 30 June 2019
Share Share Treasury Other Retained Total
Capital Premium Shares Reserves Earnings Equity
$ $ $ $ $ $
Balance as at 30 June
2018 255,675 45,416,298 (5,921,172) (347,510) (10,276,224) 29,127,067
Purchase of treasury
shares - - (1,416,787) - - (1,416,787)
Total comprehensive
income for the period - - - 208,428 2,567,425 2,775,853
Balance as at
31 December 2018 255,675 45,416,298 (7,337,959) (139,082) (7,708,799) 30,486,133
Purchase of treasury
shares - - (644,224) - - (644,224)
Total comprehensive
income for the period - - - (12,722) (2,280,498) (2,293,220)
Balance as at 30 June
2019 255,675 45,416,298 (7,982,183) (151,804) (9,989,297) 27,548,689
------------------------ ------------------------ ----------- ------------ ---------- ------------- ------------
The notes on pages 13 to 18 form an integral part of this
consolidated interim financial information.
Notes to the Interim Condensed Consolidated Financial
Information
1. General information
Thalassa Holdings Ltd (the "Company") is a British Virgin Island
("BVI") International business company ("IBC"), incorporated and
registered in the BVI on 26 September 2007. The Company was
established as a holding company, and currently has five directly
owned subsidiaries, DOA Alpha Ltd ("WGP" - formerly WGP Group Ltd),
Autonomous Holdings Ltd ("AHL" - formerly GO Science Group Ltd),
WGP Geosolutions Limited, Apeiron Holdings A.G. and Anemoi S.A.
(together with Thalassa Holdings Ltd, the "Group").
Autonomous Holdings Ltd is a wholly owned subsidiary of Thalassa
and is an Autonomous Underwater Vehicle ("AUV") research and
development company with one subsidiary Autonomous Robotics Limited
("ARL" - formerly GO Science 2013 Ltd)
WGP Geosolutions Limited is a wholly owned subsidiary of
Thalassa which has an additional subsidiary, WGP Group AT GmbH,
both currently non-operational.
Apeiron Holdings Ltd is a company incorporated in
Switzerland.
Anemoi S.A. is a company incorporated in Luxembourg.
The Group's interest in each of the subsidiaries is 100%.
2. Significant Accounting policies
The Group prepares its accounts in accordance with applicable
International Financial Reporting Standards ("IFRS") as adopted by
the EU.
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 and for the period ended 31 December 2018 except as detailed
below.
In the current year, the Group, for the first time, has applied
IFRS 16 Leases. IFRS 16 introduces new or amended requirements with
respect to lease accounting. It introduces significant changes to
the lessee accounting by removing the distinction between operating
and finance leases and requiring the recognition of a right-of-use
asset and a lease liability at the lease commencement for all
leases, except for short-term leases and leases of low value
assets. In contrast to lessee accounting, the requirements for
lessor accounting have remained largely unchanged. The impact of
the adoption of IFRS 16 on the Group's consolidated financial
statements is described below. The Group has applied IFRS 16 using
the Modified retrospective approach.
Impact on assets, liabilities and equity as at As if IAS 17 still applied IFRS 16 adjustments As presented
30 June 2019
$ $ $
Property, plant and equipment(*1) 4,592 64,673 69,265
--------------------
Net impact on total assets 64,673
--------------------
Lease liabilities(*1) (6,350) (65,068) (71,418)
Retained earnings (9,989,692) 395 (9,989,297)
--------------------
Total impact on total liabilities and equity (64,673)
--------------------
(*1) The application of IFRS 16 to leases previously classified
as operating leases under IAS 17 resulted in the recognition of
right-of-use assets and leases liabilities. It resulted in a
decrease in other expense and an increase in depreciation and
amortisation expense and in interest expense.
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value.
Notes to the Interim Condensed Consolidated Financial
Information Continued
2.1. Basis of preparation
The condensed consolidated interim financial information for the
six months ended 30 June 2019 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 2018.
These condensed interim financial statements for the six months
ended 30 June 2019 and 30 June 2018 are unaudited and do not
constitute full accounts. The comparative figures for the period
ended 31 December 2018 are extracted from the 2018 audited
financial statements. The independent auditor's report on the 2018
financial statements was not qualified.
All intra-group transactions, balances, income and expenses are
eliminated in full on consolidation.
2.2. Going concern
The financial information has been prepared on the going concern
basis as management consider that the Group has sufficient cash to
fund its current commitments for the foreseeable future.
3.1 Profit and loss information
Exceptional administration costs classified detail all expenses
associated with the LSR bid.
Adjusted columns on Interim Condensed Consolidated Statement of
Income and Statement of Financial Position illustrate LSR valuation
following the announcement of the share buy back, subject to
change.
3.2 Income Tax Expense
During the period DOA Group Ltd won an appeal on tax paid and
payable in Norway and has received a rebate of $81k from the
Norwegian Tax Authorities. During the period final payments of
$427k were made and accruals of $824k were released.
Autonomous Robotics Ltd has accrued $141k R&D tax credits
which were submitted in May 2019.
4. Earnings per share
Six months Six months Year
ended ended ended
30 Jun 2019 30 Jun 2018 31 Dec 2018
Unaudited Unaudited Audited
The calculation of earnings per share is based on
the following loss and number of shares:
Profit/(loss) for the period ($) (2,280,498) 4,421,181 7,027,857
Weighted average number of shares of the Company 17,361,071 19,275,546 18,919,049
Earnings per share:
Basic and Diluted (US$) (0.13) 0.23 0.37
Notes to the Interim Condensed Consolidated Financial
Information Continued
5. Loans
As at As at As at
30 Jun 19 30 Jun 18 31 Dec 18
Unaudited Unaudited Audited
$ $ $
Loans 1,670,094 1,620,796 1,645,260
------- --------------- --------------- ---------------
The loan of $1,670,094, which includes accrued interest of
$166,270, is to the THAL Discretionary Trust. Interest is payable
at 3% per annum (reviewed periodically).
The THAL Discretionary Trust is a trust, independent of
Thalassa, established for the benefit of individuals or parties to
whom the Trustees wish to make awards at their discretion.
6. Borrowings
In May 2019 the group entered into a fixed-term advance GBP
currency denominated credit facility to finance the offer of LSR.
The total available amount under the facility is US$18m of which
GBP12.716m was drawn down as at 7 May 2019. The facility was fully
repaid on 5 August 2019 and included facility fees and interest
p.a. of 1.72%.
7. Related party balances and transactions
Under the consultancy and administrative services agreement
entered into on 30 August 2014 with a company in which the Chairman
has a beneficial interest, the Group was invoiced $348,000 for
consultancy and administrative services provided to the Group. At
30 June 2019 the amount owed to this company was $62,682 (1H18:
$143,139).
8. Intangible assets
Development
costs Patents Total
$ $ $
Half-year ended 30 June 2019
Opening net book amount - - -
Additions 211,487 18,321 229,808
Closing net book amount 211,487 18,321 229,808
------------ -------- --------
The intangible assets held by the Group increased as a result of
capitalising the development costs and patent fees of Autonomous
Robotics Ltd ("ARL"). ARL announced on 19 June 2019 the successful
autonomous navigation, landing and take-off from the seabed as well
as successful data recording of its autonomous flying node.
9. Investments - Available For Sale Financial Assets
The Group classifies the following financial assets at fair
value through profit or loss (FVPL):-
Equity investments that are held for trading
As at As at As at
30 Jun 2019 30 Jun 2018 31 Dec 2018
Unaudited Unaudited Audited
$ $ $
Available for sale investments
At the beginning of the period 787,518 740,691 740,691
Additions 2,929,865 973,395 2,834,106
Unrealised losses (69,492) (3,372) (97,607)
Disposals (681,682) (590,307) (2,689,672)
At 31 December 2,966,209 1,120,407 787,518
-------------------------------- ------------ ------------ ------------
AFS investments have been valued incorporating Level 1 inputs in
accordance with IFRS7.
10. Financial Assets at Fair Value Through Profit or Loss
Financial assets mandatorily measured at FVPL include the
following:-
As at As at As at
30 Jun 2019 30 Jun 2018 31 Dec 2018
Unaudited Unaudited Audited
$ $ $
Non-current assets
Available for sale financial assets 2,966,209 1,120,407 787,518
Investments in associated entities 6,112,907 8,104,114 6,727,670
At 31 December 9,079,116 9,224,521 7,515,188
---------------------------------------- ------------ ------------ ------------
Amounts recognised in profit or loss:-
Available for sale financial assets (66,807) (134,204) 233,025
Investments in associated entities (614,763) (961,774) (2,353,182)
(681,570) (1,095,978) (2,120,157)
---------------------------------------- ------------ ------------ ------------
Prior to the adoption of IFRS 9 unrealised gains on Assets for
Sale (AFS) investments were recognised in other comprehensive
income. As a result of the adoption of IFRS 9, AFS investments are
measured at FVPL. The adoption of IFRS 9 has had no impact on the
carrying amounts of AFS investments.
11. Associated Entities
Details of the Group's associated entities at 30 June 2019 are
as follows:
Name of associated Country Ownership Voting Rights Principal Activity
entity of incorporation % %
(registration)
The Local Shopping Real Estate Investment
REIT plc UK 25.48% 25.48% Trust
Movement on interests in associates can be summarised as
follows:
As at As at As at
30 Jun 2019 30 Jun 2018 31 Dec 2018
Unaudited Unaudited Audited
$ $ $
Cost of investment 6,727,670 9,065,888 9,065,888
Additions - - 14,964
Share of post acquisition profits less losses (614,763) (961,774) (2,353,182)
6,112,907 8,104,114 6,727,670
----------------------------------------------- ------------ ------------ ------------
Notes to the Interim Condensed Consolidated Financial
Information Continued
The following summarises the financial information relating to
associates, not adjusted for the proportion of ownership:
Six months Six months Year
ended ended ended
30 Jun 2019 30 Jun 2018 31 Dec 2018
Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Assets - non-current - 25,236 -
Assets - current 27,255 18,892 29,950
Total 27,255 44,128 29,950
--------------------------- ------------ ------------ ------------
Liabilities - non-current - (9,782) -
Liabilities - current (1,402) (2,378) (2,217)
Total (1,402) (12,160) (2,217)
--------------------------- ------------ ------------ ------------
Revenue 459 2,250 3,381
Expenses (2,359) (5,120) (10,535)
Loss for the period (1,900) (2,870) (7,154)
--------------------------- ------------ ------------ ------------
There are no other entities in which the Group holds 20% or more
of the equity, or otherwise exercises significant influence over
the affairs of the entity.
LSR has a reporting date of 30 September, with 2018 results
outlined above. Share of post-acquisition profits is based on the
movement from the audited accounts as at 30 September 2018 to the
unaudited interim accounts as at 31 March 2019.
Adjusted columns on Interim Condensed Consolidated Statement of
Income and Statement of Financial Position illustrate LSR valuation
following the announcement of the share buy back, subject to
change.
The Group achieved a holding of greater than 20%, and therefore
significant influence, on 9 Sep 2016.
The Directors have evaluated the investment for potential
impairment as at 30 June 2019. The recently disclosed net asset
value of GBP0.3133 per share in the unaudited interim accounts as
at 31 March 2019 and of GBP0.336 per share in the audited financial
statements as at 30 September 2018, supports the assessment that
there is no impairment charge to be taken in the period.
The fair value of the investment as at 23 August 2019 determined
using Level 1 inputs in accordance with IFRS7 amounts to $8.2m.
12. Share capital
As at As at
30 Jun 19 31 Dec 18
Unaudited Audited
$ $
Authorised share capital:
100,000,000 ordinary shares of $0.01 each 1,000,000 1,000,000
Allotted, issued and fully paid 255,675 255,675
------------------- -------------------
Number of
Number Treasury Treasury
of shares shares Shares $
Number of shares outstanding at the period end:
Balance as 31 December 2018 17,852,275 7,715,247 7,337,959
Shares purchased (677,000) 677,000 644,224
Balance as 30 June 2019 17,175,275 8,392,247 7,982,183
------------------ ------------------- -------------------
As announced on 8 July 2019, the company purchased 15,000 of its
shares at a price of 80.50 pence per share.
As announced on 9 July 2019, the company purchased 55,000 of its
shares at a price of 80.50 pence per share.
On 30 September 2018 the Company issued one preference share for
each ordinary share held at that date. The terms of each preference
share were they were of nil value, unquoted, non-transferable and
without any shareholder rights other than so as to provide the
shareholder holding such preference shares with 10 votes per share
in addition to their existing one vote per ordinary share. The
board announced on 10 May 2019 the cancellation of all outstanding
preference shares in the Company following the lapse of the offer
for The Local Shopping REIT plc on 3 May 2019.
13. Subsequent events
On 25 July 2019 LSR announced a share buy back at a price of
31.33 pence per share. Thalassa has undertaken not to take part in
the share buy back. Assuming that valid tenders are received by LSR
of at least 49.04 per cent of the issued ordinary share capital of
LSR, Thalassa will then exercise more than 50 per cent of the
voting rights in LSR.
As announced on 31 July 2019 the Company's wholly owned
subsidiary, Apeiron Holdings A.G. has exchanged contracts which are
expected to complete by the end of September 2019, for the
acquisition of id4 A.G. a Regulatory Technology company registered
in the Swiss Canton of Luzern. id4 has developed technology, which
it is starting to commercialise, to assist financial institutions
and other regulated entities to comply, in particular, with Know
Your Client, Anti-Money Laundering and client onboarding compliance
obligations.
The borrowing facility mentioned in Note 6 was fully repaid on 5
August 2019.
14. Copies of the Interim Report
The interim report is available on the Company's website:
www.thalassaholdingsltd.com.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR BLGDISDDBGCR
(END) Dow Jones Newswires
August 28, 2019 02:00 ET (06:00 GMT)
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