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Notes to the Financial Statements
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for
the year ended 31 December 2023
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1
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General Information
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The Company was incorporated on 6
October 2021 in Guernsey, as a non-cellular company limited by
shares under The Companies (Guernsey) Law, 2008 (as amended)
("Company Law"). The Company is regulated by the Guernsey Financial
Services Commission as a Registered Closed-ended Collective
Investment Scheme pursuant to the The Protection of Investors
(Bailiwick of Guernsey) Law, 2020 and the Registered Collective
Investment Schemes Rules and Guidance 2021. The address of the
registered office is given on page 3.
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The main purpose of the Company is
to carry on business as a fund-of-funds. The Company will invest in
technology-led innovation primarily through unquoted funds managed
directly and indirectly through SuperSeed II LP by SuperSeed
Ventures LLP, the Investment Manager, with the objective of
maximising investors' long term total returns - principally through
capital appreciation.
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2
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Significant accounting policies
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The principal accounting policies
applied in the preparation of these financial statements are set
out below. These policies have been adopted consistently in the
preparation of the financial statements unless otherwise
stated.
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Basis of accounting
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These financial statements are
prepared in accordance with International Financial Reporting
Standards ("IFRS") as issued by the International Accounting
Standards Board ("IASB") and The Companies (Guernsey) Law, 2008.
These financial statements have been prepared under the historical
cost convention, as modified by the revaluation of financial assets
and financial liabilities at fair value through profit or
loss.
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a)
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Functional and presentational currency
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The financial statements are
presented in British Pound Sterling ("GBP" or "£"), which is the
Company's functional currency as the Company's primary business
transactions and majority of overall transactions are conducted in
GBP. The Directors consider GBP as the currency that most
faithfully represents the economic effects of the underlying
transactions, events and conditions of the Company.
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b)
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Foreign currency translation
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Monetary assets and liabilities are
translated from currencies other than GBP ("foreign currencies") to
GBP (the "functional currency") at the rate prevailing at the
period end date. Income and expenses are translated from foreign
currencies to the functional currency at the rate prevailing at the
date of the transaction. Exchange differences are recognised in the
Statement of Comprehensive Income.
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Foreign currency transaction gains
and losses on financial instruments classified as fair value
through profit or loss are included in the Statement of
Comprehensive Income.
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c)
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Financial instruments
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Financial assets and financial
liabilities are recognised in the Company's Statement of Financial
Position when the Company becomes a party to the contractual
provisions of the instrument. Financial assets and financial
liabilities are only offset and the net amount reported in the
Statement of Financial Position and Statement of Comprehensive
Income when there is a currently enforceable legal right to offset
the recognised amounts and the Fund intends to settle on a net
basis or realise the asset and liability simultaneously.
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The Company's financial assets
comprise of receivables and cash at amortised cost and investments
held at fair value through profit and loss.
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Receivables
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With the exception of receivables
related to investments, receivables are non-derivative financial
assets with fixed or determinable payments that are not quoted in
an active market. They principally comprise trade and other
receivables. They are initially recognised at fair value plus
transaction costs that are directly attributable to the
acquisition, and subsequently carried at amortised cost using the
effective interest rate method, less provisions for impairment. The
effect of discounting on these financial instruments is not
considered to be material.
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For assets measured at amortised
cost, IFRS 9 requires an assessment of impairment based on
providing for expected losses. The Company has chosen to apply an
impairment approach similar to the simplified approach for expected
credit losses under IFRS 9 for the Company's receivables.
Therefore, the Company does not track changes in credit risk, but
instead recognises a loss allowance based on life time expected
credit losses at each reporting date. This approach takes into
account historic observed loss rates over the expected life of the
receivables, and is adjusted for forward looking
estimates.
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Investments at fair value through profit or
loss
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(i)
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Classification
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The Company classifies its
investments as financial assets at fair value through profit or
loss. These financial assets are designated by the Company at fair
value through profit or loss at inception.
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(ii)
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Recognition
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Purchase and sales of investments
will be recognised on the trade date which is the date on which the
Company commits to purchase or sell the investment. Investment
purchases which involve earn-out payments or similar deferred
payments will be accounted for at the best estimate of fair value,
any subsequent changes in these fair value estimates are recognised
in the Statement of Comprehensive Income as part of the changes in
fair value of financial assets held at fair value through profit or
loss.
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(iii)
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Measurement
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The investments will be initially
recognised at cost, being the fair value of consideration given.
Subsequently such assets are carried at fair value and the changes
in fair value are recognised in the profit and loss.
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(iv)
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Derecognition of financial assets
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A financial asset (in whole or in
part) is derecognised either:
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•
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When the Company has transferred
substantially all the risks and rewards of ownership; or
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When it has neither transferred nor
retained substantially all the risks and rewards and when it no
longer has control over the assets or a portion of the asset;
or
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•
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When the contractual right to
receive cash flow has expired.
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Cash and cash equivalents
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Cash and cash equivalents are
defined as cash in hand, demand deposits and highly liquid
investments readily convertible to known amounts of cash with an
original maturity of three months or less and are subject to an
insignificant risk of changes in value. As at 31 December 2023 cash
and cash equivalents consists only of cash at bank.
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d)
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Fair value estimation
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International Financial Reporting
Standard 13, "Fair Value Measurement" recommends investments
treated as "financial assets at fair value through profit or loss"
to be subsequently measured at fair value. IFRS 13 defines fair
value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction in the principal
(or most advantageous) market at the measurement date under current
market conditions. Fair value under IFRS 13 is an exit price
regardless of whether that price is directly observable or
estimated using another valuation technique.
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The Board has delegated
responsibility for carrying out the fair valuation of the Company's
portfolio to the Investment Manager.
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Investments are reported as having
the fair value estimated by the Investment Manager at the reporting
date. The fair value of the Company's investments in SuperSeed Fund
II LP and other future investments will be calculated in accordance
with International Private Equity and Venture Capital ("IPEV")
valuation guidelines. Under IPEV guidelines, the fair value of
unquoted investments can be calculated using a number of
approaches, broadly categorised under three headings, Income
Approach, Market Approach and Replacement Cost.
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Given the type and stage of
investments, the Investment Manager will seek to take a Market
Approach where possible, most often based on calibration to the
price of the recent investment and market multiples. Alternative
methodologies may be considered in accordance with IPEV.
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It is the opinion of the Directors,
that the IPEV valuation methodology used in deriving a fair value
is not materially different from the fair value requirements of
IFRS 13.
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All valuations made by the
Investment Manager will be made, in part, on valuation information
provided by the portfolio companies of SuperSeed Fund II LP
alongside other future investments. Although the Investment Manager
will evaluate all such information and data, it may not be able to
confirm the completeness, genuineness or accuracy of such
information or data. In addition, the financial reports provided by
the Portfolio Companies may be provided only on a quarterly basis
and generally will be issued one to two months after their
respective valuation dates. Consequently, each quarterly Net Asset
Value is likely to contain information that may be out of date and
require updating and completing. Shareholders should bear in mind
that the actual Net Asset Values at such time may be materially
different from the quarterly valuations.
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Investment income from financial
assets at fair value through profit or loss is recognised in the
Statement of Comprehensive Income when the Company's right to
receive payments is established.
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e)
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Financial liabilities
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The classification of financial
liabilities at initial recognition depends on the purpose for which
the financial liability was issued and its
characteristics.
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All financial liabilities are
initially recognised at fair value net of transaction costs
incurred. All purchases of financial liabilities are recorded on
trade date, being the date on which the Company becomes party to
the contractual requirements of the financial liability. Unless
otherwise indicated, the carrying amounts of the Company's
financial liabilities approximate to their fair values. The
Company's financial liabilities consist of only financial
liabilities measured at amortised cost.
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(i)
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Financial liabilities measured at amortised
cost
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These include trade payables and
other short-term monetary liabilities, which are initially
recognised at fair value and subsequently carried at amortised cost
using the effective interest rate method.
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(ii)
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Derecognition of financial liabilities
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A financial liability (in whole or
in part) is derecognised when the Company has extinguished its
contractual obligations, it expires or is cancelled. Any gain or
loss on derecognition is taken to the Statement of Comprehensive
Income.
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f)
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Segmental reporting
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In accordance with IFRS 8, Operating
Segments, the Company is required to present and disclose segmental
information. The Chief Operating Decision Maker, which is the
Board, is of the opinion that the Company is engaged in a single
segment of business through its investment portfolio, with the aim
of providing long-term returns through capital appreciation to
shareholders. The financial information used by the Chief Operating
Decision Maker to manage the Company presents the business as a
single segment.
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g)
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Critical accounting judgements and key sources of estimation
uncertainty
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IFRS requires the Directors to make
judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets,
liabilities, income and expenses.
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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, the results of
which form the basis of making judgements about carrying values of
assets and liabilities that are not readily apparent from other
sources. However, uncertainty about these assumptions and estimates
could result in outcomes that could require a material adjustment
to the carrying amount of the asset or liability in future
periods.
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The areas where assumptions and
estimates are significant to the financial statements include the
valuation of investments. The Company's investment into SuperSeed
II LP is measured at the net asset value of the Company's
investment at year end. The underlying investments of SuperSeed II
LP are valued in accordance with the IPEV methodology in which
unlisted investments are carried at such fair value as is
considered appropriate by the Investment Manager. The investment in
Duel Holdings has been valued at fair value and in Kluster
Enterprises Limited at recent round of financing. The models used
to determine fair values are validated and periodically reviewed by
the Investment Manager. Refer to note 2 (d) for further disclosure
details.
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h)
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Income and expenses
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Operating income and expenses have
been accounted for on an accruals basis, and are recognised in the
Statement of Comprehensive Income in the period which they are
incurred.
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i)
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Management fees
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Management fees are accounted for on
an accruals basis and are measured at the fair value of the
consideration paid.
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j)
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Going concern
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The Directors, and the Investment
Manager having considered the Company's objectives and available
resources along with its projected income and expenditure, are
satisfied that the Company has adequate resources to meet its
liabilities as they fall due and continue in operational existence
for the foreseeable future. The Company adopts an "Overcommitment
Policy" in order to reduce the cash reserves held by the Company
that have not been called by its commitment-based investments. In
order to meet ongoing investment commitments, the Company may
utilise any cash reserves held, incur borrowings, issue new share
capital or sell assets in order to realise their value. The
Directors are cognisant of potential capital calls from underlying
investments. Loans can also be drawn from the Investment Manager
under the Convertible Loan Note Instrument entered into on 14
September 2022, if required. The Directors do not consider there to
be any threat to the going concern status of the
Company.
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For these reasons, the Company
continues to adopt the going concern basis in preparing the
financial statements.
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3
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Adoption of new and revised standards
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Standards issued and effective
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There are new standards and
amendments to existing standards that are effective for the period
beginning on 1 January 2023 and have therefore been adopted. None
of these standards or amendments have a significant impact on the
Company's financial results or position; hence they have not been
disclosed.
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Standards issued but not yet effective
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New standards, amendments and
interpretations issued but not yet effective are not early adopted
by the Company. At the date of authorisation of these financial
statements, several new, but not yet effective, Standards and
amendments to existing Standards and Interpretations have been
published by the IASB. None of these Standards or amendments to
existing Standards have been adopted early by the Company and are
not thought to have any impact on the Company's financial
results.
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4
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Taxation
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The Company is exempt from income
taxation in Guernsey under the provisions of the Income Tax (Exempt
Bodies) (Guernsey) Ordinance, 1989, as amended. An annual fee of
£1,200 is payable and is included in the Statement of Comprehensive
Income within regulatory fees.
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5
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Material agreements
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Investment Manager
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Under the Alternative Investment
Fund Management Agreement dated 21 January 2022, the Company has
appointed SuperSeed Ventures LLP as the Company's Investment
Manager to provide portfolio and risk management services to the
Company. The Investment Manager does not charge separate fees to
the Company for managing funds where it is already paid a fee as
part of a direct fund management mandate (including the Company's
investment in SuperSeed II LP). For all other investments, the
Investment Manager is entitled to receive from the Company a
management and performance fee for the management of investments.
This is calculated as being:
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(a)
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0.25 per cent. of the Total
Portfolio Value; and
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(b)
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20 per cent. of the aggregate net
realised profits on Investments since the start of the relevant
Calculation Period.
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In each case, calculated as at the
end of a Calculation Period and payable in arrears within 30 days
after the end of that Calculation Period.
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For these purposes:
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"Calculation Period" means each
calendar quarter, with the first Calculation Period commencing on
Admission and ending on 31 March 2022.
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"Investment" means any investment or
other asset (including cash) of the Company of any description, the
acquisition or holding of which is authorised under the investment
policy of the Company from time to time, and in the case of
investment commitments into other funds the total commitment to
that fund should be regarded as an "Investment".
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"net realised profits" means the net
profit received by the Company following a disposal of an
Investment as recorded in its accounts in accordance with the
Company's adopted accounting policies from time to time.
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"Portfolio" means the portfolio of
Investments held by the Company directly or indirectly from time to
time.
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If all assets were to be realised at
the current valuation, the Manager would be due additional
management fees that have not been accrued in the amount of
£48,311.
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Administrator
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Under the Administration agreement
dated 15 October 2021, Imperium Fund Services Limited provides
secretarial, directors and administration services to the Company
and is entitled to remuneration and reimbursement of expenses as
may be determined from time to time by the parties.
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VSA Engagement Letter
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Under the engagement letter dated 7
October 2021, the Company appointed VSA Capital Limited to act as
its Corporate Adviser for the purposes of seeking admission of the
Company's shares to trading on the Access Segment of the Growth
Market operated by Aquis Exchange Limited, for which the Company
agreed to pay VSA Capital Limited £40,000 plus any applicable
VAT.
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AQSE Corporate Adviser Agreement
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Under the AQSE Corporate Adviser
agreement dated 7 October 2021, the Company has appointed VSA
Capital Limited to act as corporate adviser and broker to the
Company on an on-going basis following admission of the Company's
shares to trading on the AQSE, for which the Company agreed to pay
VSA Capital Limited a fee of £40,000 plus any applicable VAT per
annum payable quarterly in advance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrar
|
|
|
|
The Company utilises the services of
Link Market Services (Guernsey) Limited as a registrar in relation
to the transfer and settlement of its issued shares. Under the
terms of the Registrar Agreement, the Registrar is entitled to an
annual fee of £3,969 per annum. In addition, the Registrar is
entitled to remuneration as may be determined from time to time by
the parties. Additional remuneration of £2,448 was paid during the
year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share is calculated by
dividing the profit or loss for the period by the weighted average
number of ordinary shares in issue during the period.
|
|
|
|
|
|
|
|
|
31 December
2023
|
|
31 December
2022
|
|
|
|
|
|
|
|
|
£
|
|
£
|
|
|
|
Total profit and comprehensive
income for the year/period
|
371,883
|
|
(56,015)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares in
issue
|
2,349,972
|
|
1,509,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
0.1582
|
|
(0.0371)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted average number of
shares in issue
|
2,449,972
|
|
1,522,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per
share
|
0.1518
|
|
- 0.0368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
Investments held at fair value through profit or
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December
2023
|
|
31 December
2022
|
|
|
|
|
|
|
|
|
£
|
|
£
|
|
|
|
Cost at beginning of the
year/period
|
1,539,035
|
|
-
|
|
|
|
Purchases during the
year/period
|
939,321
|
|
1,539,035
|
|
|
|
Disposals during the
year/period
|
|
(603,298)
|
|
-
|
|
|
|
Cost as at 31 December
|
1,875,058
|
|
1,539,035
|
|
|
|
|
|
|
|
|
|
|
|
Movement in fair value at beginning
of the year/period
|
260,581
|
|
-
|
|
|
|
Movement in fair value during the
year/period
|
297,373
|
|
260,581
|
|
|
|
Movement in fair value as at 31
December
|
557,954
|
|
260,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value at year/period
end
|
2,433,012
|
|
1,799,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All investments are fair valued at
the year end.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has committed to invest
up to £4,500,000 in SuperSeed II LP, of which £3,020,778 is
unfunded as at 31 December 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
Trade and other receivables
|
|
|
|
|
|
|
31 December
2023
|
|
31 December
2022
|
|
|
|
|
|
|
|
£
|
|
£
|
|
|
|
Prepayments
|
|
|
4,160
|
|
2,689
|
|
|
|
Prepaid investment costs
|
|
|
178,667
|
|
8,336
|
|
|
|
Total
|
|
|
182,827
|
|
11,025
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
Trade and other payables
|
|
|
|
|
|
|
31 December
2023
|
|
31 December
2022
|
|
|
|
|
|
|
|
£
|
|
£
|
|
|
|
Audit fees payable
|
|
|
23,500
|
|
21,000
|
|
|
|
Legal fees payable
|
|
|
785
|
|
745
|
|
|
|
Management fees payable
|
|
|
5,128
|
|
-
|
|
|
|
Total
|
|
|
29,413
|
|
21,745
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
Financial risk management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's activities expose it
to a variety of financial risks including credit risk, liquidity
risk, and the market risks of interest rate risk, price risk and
foreign currency risk. The Company uses different methods to
measure and manage the various types of risk to which it is
exposed. These methods are explained below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a)
|
Credit risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit risk refers to the risk that
the counterparty to a financial instrument will default on its
contractual obligations that it has entered into with the Company
resulting in financial loss to the Company. At 31 December
2023, the major financial assets which were exposed to credit risk
are cash and cash equivalents, investments (note 7) and trade and
other receivables (see note 8). The maximum exposure to credit risk
is represented by the carrying value of each financial asset
recognised in the statement of financial position. The Company has
no overdue financial assets as at the year end.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below shows the cash
balance at the reporting date and the Standard & Poor's credit
rating for the counterparty as at 19 February 2024.
|
|
|
|
|
|
|
|
Rating
|
|
Carrying Amount
|
|
|
|
|
|
|
|
|
|
31 December
2023
|
|
|
|
|
HSBC UK Bank plc
|
|
|
A1
|
|
99,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
b)
|
Liquidity risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity risk is the risk that the
Company will encounter difficulty in meeting its obligations
arising from financial liabilities. At 31 December 2023 the Company
had £99,185 in cash balances. Financial liabilities consist of
trade and other payables (see Note 9).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table details the
Company's expected maturity for its financial liabilities as at 31
December 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Less than
|
|
More than
|
|
|
|
|
|
|
31 December
2023
|
|
3 months
|
|
12 months
|
|
|
|
|
Financial liabilities
|
|
|
|
|
|
|
|
Trade and other payables
|
29,413
|
|
29,413
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's investments will be,
by their nature, illiquid. As a result the Company may not be able
to liquidate quickly any part of its investment at an amount close
to fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In order to meet ongoing liquidity
requirements, the Company may incur borrowings, issue new share
capital or sell assets in order to realise their value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
c)
|
Market risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
i)
|
Interest rate risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate risk is the risk that
the value of financial instruments will fluctuate due to changes in
market interest rates. The Company is exposed to interest rate risk
as it has current account balances.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company does not have any
interest-bearing liabilities and hence considers interest rate
risk, in respect of financial liabilities to be minimal. The
Company monitors market interest rates and will place interest
bearing assets at best available rates but also taking into
consideration the counterparty's credit rating and financial
position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year, the interest
received on current accounts and deposit accounts was immaterial,
and therefore no sensitivity analysis has been provided.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ii)
|
Price Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's investments will be
susceptible to market price risk arising from the business and
financial uncertainties facing individual underlying portfolio
companies. The value of investments may fall as well as rise and
consequently the Company may not be able to return all or any of
the investment made by shareholders. To manage market price risk,
the Investment Manager will review the performance of the
underlying portfolio companies and will be in regular contact with
the management of the underlying portfolio companies for business
and operational matters.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below summarises the
sensitivity of the Company's investments. It is based upon the
assumption that the investments increase or decrease by 10% with
all the other variables held constant. The Directors feel that 10%
best represents the margin of price risk associated to the activity
of the Company.
|
|
|
|
|
|
|
|
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
£
|
|
|
|
|
|
Effect on net assets attributable to
investments of an increase in the index
|
243,301
|
|
|
|
|
|
Effect on net assets attributable to
investments of a decrease in the index
|
(243,301)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
iii)
|
Foreign currency risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As all monetary assets and
liabilities and all transactions of the Company are denominated in
its functional currency, the Company is not exposed to significant
foreign currency risk.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial investments measured at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IFRS 13 requires disclosure of fair
value measurements by level of the following fair value
hierarchy:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Level 1 -
|
Inputs that reflect unadjusted
quoted prices in active markets for identical assets or liabilities
that the Company has the ability to access at the measurement
date;
|
|
|
•
|
Level 2 -
|
Inputs other than quoted prices that
are observable for the asset or liability either directly or
indirectly, including inputs in markets that are not considered to
be active; and,
|
|
|
•
|
Level 3 -
|
Inputs for the asset or liability
that are not based on observable market data (that is, unobservable
inputs).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's investments have been
classified within Level 3 as these investments are valued based on
unobservable inputs and trade infrequently or not at
all.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the
investments carried on the Statement of Financial Position by level
within the valuation hierarchy as at 31 December 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31
December 2023
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
|
|
|
|
|
|
|
£
|
£
|
£
|
£
|
|
|
|
Investments
|
|
-
|
-
|
2,433,012
|
2,433,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There have been no transfers between
levels during the year. Due to the nature of the investments, they
are always expected to be classified under Level 3.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 7 shows a reconciliation of all
movements in the fair value of investments categorised within Level
3 between the beginning and the end of the reporting
year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's investment into
SuperSeed II LP is measured at the net asset value of the Company's
investment at year end. The investment in Duel Holdings has been
valued at fair value and in Kluster Enterprises Limited at recent
round of financing.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SuperSeed II LP's investments are
valued in accordance IPEV valuation guidelines,
including valuing investments at the price at which third party
capital has recently been raised, comparative industry price
earnings ratios discounted for marketability and performance of the
investment, and net asset valuations for asset based
investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reasonably possible change in the
net asset value used +/-10.0% would result in:
|
|
|
-
|
An increase in carrying value of GBP
181,986 or 7% (+10%)
|
|
|
-
|
A decrease in carrying value of GBP
(181,986) or -7% (-10%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reasonably possible change in the
recent capital raising price used +/-10.0% would result
in:
|
|
|
-
|
An increase in carrying value of GBP
61,316 or 2% (+10%)
|
|
|
-
|
A decrease in carrying value of GBP
(61,316) or -2% (-10%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
Share Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December
2023
|
31 December
2022
|
|
|
|
Authorised:
|
|
Number
|
£
|
Number
|
£
|
|
|
|
Ordinary Shares of no par
value
|
|
Unlimited
|
Unlimited
|
Unlimited
|
Unlimited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued:
|
|
|
|
|
|
|
|
|
|
|
Allotted and paid up Ordinary Shares
of no par value
|
|
2,369,743
|
2,369,743
|
2,080,000
|
2,080,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 24 November 2022, 100,000
warrants in the Company were issued at no premium with an exercise
price of 100p. Each warrant shall entitle the warrant holder (VSA
Capital Limited) to subscribe in cash for one share at the exercise
price. Each warrant is exercisable at any time during the
subscription period on or prior to the expiry date, which was 24
June 2023. On 22 June 2023 a new warrant instrument was issued with
the same terms as above apart from the exercise price which was
112p.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The subscription rights shall
automatically lapse and be of no further effect if they have not
been exercised by the expiry date on 24 June 2023. On 22 June new
rights were issued with the same terms.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued pursuant to the
exercise of a warrant will rank in full for all dividends and other
distributions declared, made or paid after the relevant exercise
date and rank pari passu in all other respects with the shares in
issue at that date.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shareholders are entitled
to vote at the general meeting of the Company, to receive dividends
and to participate in the results of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
Capital risk management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's objectives when
managing capital are to safeguard the Company's ability to continue
as a going concern in order to provide returns to shareholders and
benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management assesses the Company's
capital requirements in order to maintain an efficient overall
financing structure while avoiding excessive leverage. This takes
into account the warrants and convertible loan note. The Company
manages the capital structure and makes adjustments to it in the
light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or
adjust the capital structure, the Company may adjust the amount of
dividends paid to shareholders, return capital to shareholders,
issue new shares, or sell assets to reduce debt. As at 31 December
2023 the Company's capital structure consists of 100%
equity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
Related parties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Truelove, Andrew Hatton and
Mads Jensen were Directors of the Company during the year. Colette
Taylor was appointed as Alternate Director to Andrew Hatton with
effect from 27 February 2023.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Truelove earned £18,000 in
the year ended 31 December 2023 (2022: £18,000), £nil of which was
outstanding at the year end (2022: £nil).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew Hatton and Colette Taylor are
employees and Directors of the Administrator, whose services
include the provision of the directorship and alternate
directorship. During the year ended 31 December 2023, the Company
incurred £30,450 (2022: 27,432) of administration fees of which
£nil was outstanding at the year end (2022: £nil).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mads Jensen is Managing Partner of
the Investment Manager, management fees for the year were £5,128
(2022: Nil) (see Note 5). He has waived any director fees payable
to himself. He holds 604,797 shares in the Company via
nominee.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 28 February £1,000,000 capital
commitment in SuperSeed II LP was transferred from the Company to
SuperSeed Ventures LLP for a consideration of £299,833.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please refer to note 15 of the
financial statements for related party transactions with SuperSeed
Ventures with respect to credit facility arrangements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
Ultimate controlling party
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the opinion of the Directors the
ultimate controlling party is Mads Jensen.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15
|
Credit facility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On 14 September 2022 a convertible
loan note agreement was signed with SuperSeed Ventures LLP. This is
a loan facility of which the aggregate principal amount of notes
outstanding at any time is limited to £1,000,000.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes when issued and
outstanding shall rank pari passu, equally and rateably, without
discrimination or preference among themselves and as obligations of
the Company.
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Until the notes are repaid by the
Company or converted into Shares, in each case in accordance with
the provisions of this Instrument, interest shall accrue and be
paid on the principal amount of the notes outstanding at the rate
of SONIA plus 10% per annum.
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All outstanding notes shall
automatically convert into fully paid Shares of the class set out
below at the Conversion Price on written notice of the noteholder.
The noteholder shall have the right to serve a Conversion Notice on
the Company at any time to convert some or all of the notes
outstanding into fully paid Ordinary Shares at a price of £1.30 per
Share.
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During the year there were
borrowings of £50,000, there was no outstanding balance at the end
of the year.
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16
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Events after the end of the reporting period
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On 12 February 2024 the Company
issued 60,000 convertible loan notes to SuperSeed Ventures LLP for
a subscription price of £60,000.
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On 11 March 2024, the 60,000
convertible loan notes issued to SuperSeed Ventures LLP were
redeemed for £60,000.
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On 11 March 2024 the Company sold
£300,000 of its commitment in SuperSeed II LP to the investment
manager SuperSeed Ventures LLP for £119,974
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On 3 April 2024 the Company issued
150,000 convertible loan notes to SuperSeed Ventures LLP for a
subscription price of £150,000.
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There are no further subsequent
events to note.
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