TIDMAQX

RNS Number : 1316N

Aquis Exchange PLC

21 September 2023

21 September 2023

Aquis Exchange PLC

("Aquis", the "Company" or the "Group")

Interim results for the six months ended 30 June 2023

Continued momentum with increased revenue across all divisions

Aquis Exchange PLC (AQX.L), the creator and facilitator of next-generation financial markets, is pleased to announce its unaudited results for the six months ended 30 June 2023.

Highlights:

 
      --   Net revenue up 17% to GBP9.7m (H122: GBP8.3m) 
      --   EBITDA up 26% to GBP1.7m (H122: GBP1.3m) 
      --   Profit before tax up 64% to GBP1.1m (H122: GBP0.7m) 
      --   Basic earnings per share 3.8p (H122: 2.5p) 
      --   Cash and cash equivalents of GBP13.9m (H122: GBP13.3m) 
      --   All four divisions were profitable in the period: 
 
 
        o   Aquis Markets - Further diversification of the product suite, with addition of Dark to Lit 
             Sweep 
        o   Aquis Technologies - Contract pipeline continues to develop in line with expectations 
        o   Aquis Data - Revenues up 34%; significant progress towards an EU consolidated tape 
        o   Aquis Stock Exchange - Welcomed five new listings despite tough market conditions and low 
             admissions throughout the market 
 

Post-period highlights:

 
      --   Change to Aquis' proprietary trading rule announced, further enhancing range of execution 
            options available to members 
      --   Investment in OptimX Markets adds additional connectivity to Aquis Matching Pool (AMP) and 
            provides clients with ability to cross large blocks 
 

Aquis CEO, Alasdair Haynes said:

"2023 so far has been a year of continued momentum for Aquis, with revenues continuing to increase across all divisions.

"Following the successful integration of the Aquis Matching Pool in 2022, Aquis Markets has seen increased revenues. We have also worked to further diversify the products that will be made available to members, adding block trading via OptimX Markets and changing our proprietary trading rule to give members greater execution choice along with best execution outcomes. These changes are laying the foundations for future growth in market share over the medium-term.

"Our technology contract pipeline has continued to develop as expected, with a renewal and an extension over the period demonstrating the long-term nature of these relationships.

"Within Aquis Data, we were pleased to see significant progress towards an EU consolidated tape during the period, which is likely to disproportionately benefit Aquis.

"And finally despite challenging market conditions, we remain positive on the long-term potential of the Aquis Stock Exchange , which remains profitable.

"With economic uncertainty continuing to affect all market participants, we are pleased to be delivering continued growth, strategic progress and value for shareholders. We have had a positive start to 2023, with continued revenue growth across all divisions and trading remains in line with Board expectations for the full year."

An overview of the results from Alasdair Haynes is available to view on this link.

The Group will be hosting webinars for analysts and retail investors today at 9.30 and 16.00 respectively.

If you would like to register for the analyst webinar, please contact aquis@almapr.co.uk . Investors who would like to attend the retail investor webinar can sign up to Investor Meet Company for free and add themselves to the meeting via https://www.investormeetcompany.com/aquis-exchange-plc/register-investor . Investors who have already registered will be automatically invited.

Enquiries:

 
Aquis Exchange PLC                             Tel: +44 (0)20 3597 
                                                6321 
Alasdair Haynes, CEO 
Richard Fisher, CFO                            Tel: +44 (0)20 3597 
 Adele Gilbert, Head of Marketing               6329 
Investec Bank plc (Nominated Adviser and       Tel: +44 (0)20 7597 
 Broker)                                        4000 
David Anderson 
Bruce Garrow 
Lydia Zychowska 
 St John Hunter 
 
 Canaccord Genuity Limited (Joint Broker)        Tel: +44 (0) 20 7523 
 Emma Gabriel                                    8000 
 George Grainger 
 
 VSA Capital Limited (AQSE Corporate Adviser) 
 Andrew Raca                                     Tel: +44(0)20 3005 
                                                 5000 
Alma PR (Financial PR Adviser)                 Tel: +44 (0)20 3405 
                                                0209 
Josh Royston                                   aquis@almapr.co.uk 
 Rebecca Sanders-Hewett 
Kieran Breheny 
 

Notes to editors:

About Aquis Exchange PLC

Aquis Exchange PLC ("Aquis") is a creator and facilitator of next-generation financial markets, through the provision of accessible, simple and efficient stock exchanges, trading venues and technology .

Aquis consists of four divisions:

Aquis Markets operates lit and dark order books, covering 16 European markets. For its lit books, Aquis uses a subscription pricing model which works by charging users according to the message traffic they generate, rather than a percentage of the value of each stock that they trade.

Aquis Technologies is the software and technology division of Aquis. It focuses on building better markets via the creation and licensing of cutting-edge, cost-effective exchange infrastructure technology and services, including matching engine and trade surveillance solutions.

Aquis Stock Exchange (AQSE) is a stock market providing primary and secondary markets for equity and debt products. It is authorised as a Recognised Investment Exchange, which allows it to operate a regulated listings venue. The AQSE Growth Market is divided into two segments 'Access' and 'Apex' ; the Access market focuses on earlier stage growth companies, while Apex is the intended market for larger, more established businesses.

Aquis Data generates revenue from the sale of data derived from Aquis Markets and Aquis Stock Exchange to non-Member market participants.

Aquis is authorised and regulated by the UK Financial Conduct Authority and France's Autorité de contrôle prudentiel et de résolution and L'Autorité des marchés f inanciers to operate Multilateral Trading Facility businesses in the UK & Switzerland markets and in EU27 markets respectively. Aquis Exchange PLC is quoted on the Aquis Stock Exchange and on the AIM Market (AIM) of the LSE. For more information, please go to www.aquis.eu .

Interim Report

The six months to 30 June 2023 has been another strong period of profitable growth as revenues increase across all divisions , as we build on our achievements in 2022. Alongside this, we have continued to make good operational progress in all areas to expand our market opportunity. Achieving this despite challenging economic circumstances reflects our strong operational resilience and the continued demand for our offering across all three divisions.

Operational Review

We have continued our planned investment in key business areas such as growing our technology development team. These investments enable us to maintain our internally used Aquis technology set and support the ongoing growth in our technology licencing business.

The performance of Aquis Markets has progressed well. Exchange revenue increased by GBP0.8m (14%) from GBP5.1m to GBP5.9m. Since Aquis Matching Pool (AMP) was launched in 2022, trading volumes have increased with a closing 0.76% market share by 30 June 2023 (0.84% at 30 December 2022) demonstrating the resilience of the Aquis platform despite difficult market conditions.

The Aquis Technologies contract pipeline has developed in line with expectations, and multiple renewals and/or extensions over the period continues to demonstrate customer loyalty and stickiness of revenue. The average maturity of a technology contract has increased further to 3.4 years.

On Aquis Stock Exchange, issuer revenue increased by 29%, reaching GBP0.8m as the number of admissions continues to grow despite a generally challenging economic climate for raising finance and a reduction in new issues. There are currently 104 securities on AQSE.

Aquis Markets

Continued revenue growth in the core business; ongoing success of AMP despite challenging market conditions; foundations laid for future market share gains through additional products and innovative rule change

Aquis Markets is the Group's pan-European secondary trading equities market. It comprises the UK MTF (AQXE) and the French MTF serving EU markets (AQEU). Aquis Markets currently offers over 2,100 stocks and ETFs across 16 European markets. A significant proportion of Markets activity is now being executed on AQEU, the Group's French MTF serving EU markets.

Average market share in 1H23 was 5.1% (5.0% 1H22). Market conditions remain challenging with lower lit market volumes across the board, but in the period Aquis has continued to grow its product offering with the introduction of our D ark to Lit Order S weep functionality and also seen strong growth in our Auction on Demand (AoD) product.

Aquis Matching Pool: Following the acquisition of the business assets comprising the UBS MTF, Aquis has seen pleasing levels of activity with the number of members and levels of trading experienced to date growing from those seen at acquisition, with Management confident of future opportunities to grow.

Post-period end, Aquis Markets announced a change to the proprietary trading rule on its UK and EU trading platforms. In response to member demand, the rule change will allow liquidity providers the option to choose if they wish to interact with aggressive non-client proprietary trading or not; providing members with greater choice and immediacy of execution. We expect this to positively contribute to our growth in market share over the medium term.

Aquis Technologies

Progress made on a number of projects with continuing revenues from existing relationships

Aquis licenses its leading exchange-related technology through its Aquis Technologies division. Aquis Technologies creates and licenses technology for high volume, low latency trading platforms, complex connectivity solutions and real-time trade monitoring and surveillance systems for banks, brokers, investment firms and exchanges.

Aquis recognises license revenue on completion of project delivery in accordance with IFRS accounting standards , which can lead to lumpy revenue recognition, period on period. Despite the financial reporting requirements under revenue recognition standards, these contracts provide consistent long-term cash inflows for the business.

During 1H23 , significant progress was made on several projects, namely where regulatory work had been completed on behalf of one customer and additional licences were provided to another existing customer. The work undertaken by the technologies team will pave the way for further offerings in the future. As a result, net revenues in the technology division have remained steady at GBP1.1m in 1H23 (GBP1.1m in 1H22).

In Q1 2023 Aquis Equinox, the world's first 24/7, no downtime, matching engine was launched, and the division continues to make exciting progress in its cloud services offering which will not only lead to future synergies within the Group's trading platforms, but also for new and existing technology licencing customers.

Aquis Technologies currently has seven contracts, on which five have recognised revenue. Management expects that revenue will be recognised on one of the two remaining contracts in H2 2023.

Aquis Data

Aquis generates revenue from the sale of data derived from Aquis Markets (AQXE & AQEU) and Aquis Stock Exchange to non-Member market participants. The total number of market data customers by 30 June 2023 was 85.

Revenue from market data vendors increased significantly by GBP0.5m (34%) to GBP1.8m for the six-month period compared to the 2022 equivalent, with continued growth in both terminal use and non-display licences across the period.

The creation of a consolidated tape in both the UK and EU presents opportunity for future revenue. There was progress made on the EU consolidated tape during the period, with administrative process to follow. The advent of an equities consolidated tape in either jurisdiction would disproportionately benefit Aquis.

Aquis Stock Exchange (AQSE)

Momentum building despite wider slowdown in market activity

Aquis Stock Exchange is a modern market for modern businesses, bringing positive disruption and competition to the listed SME sector. As one of the only two existing options for growing SMEs looking to IPO in the UK, Aquis' vision is for Aquis Stock Exchange to become the home for quality growth businesses, applying core Aquis values such as transparency and innovation.

Five admissions were completed during 1H23 (six at our principal competitor) compared to 12 during 1H22. This was reflective of a general slowdown in IPO activity across the market due to challenging economic conditions.

All Aquis Stock Exchange IPOs were well supported and there is a very strong pipeline of high growth and 'new economy' businesses.

Having achieved profitability ahead of forecasts in 2022, it is good to see the resilience of earnings with profitability maintained despite challenging IPO market conditions.

Financial Review

Net revenue increased 17% to GBP9.7m (1H22: GBP8.3m) and the EBITDA profit for the half year was GBP1.7m, a 26% increase on the EBITDA profit of GBP1.4m generated in 1H22. This EBITDA profit and the profit before tax of GBP1.1m includes GBP0.3m of income recognised from an impairment credit per IFRS 9 consistent with the 1H22 impairment credit.

Divisional revenue:

 
                                   6 months to             6 months to 
                          June 2023 (GBP'000s)    June 2022 (GBP'000s) 
                        ----------------------  ---------------------- 
               Markets                   5,869                   5,112 
          Technologies                   1,132                   1,087 
                  Data                   1,840                   1,376 
  Aquis Stock Exchange                     832                     699 
                        ----------------------  ---------------------- 
                                         9,673                   8,274 
                        ----------------------  ---------------------- 
 

EBITDA has improved with revenue growth ahead of the controlled increase in costs during 1H 2023 and the back end of last year as the Group continued to invest in personnel and technological resources. The Group will continue to invest in the future to maintain the business's growth momentum.

Operating costs have increased by 15% to GBP8.0m (H1 2022: GBP6.9m) reflecting primarily increased headcount in the period as well as inflation on both staff cost and data centre costs and increased data costs. Aquis continues to seek and be able to recruit top talent. A focus continues to be recruitment in the development team, where a broadly stable proportion of costs is capitalised and then amortised over three years reflecting the ongoing value derived from these activity sets. Physical hardware acquired is capitalised and depreciated over a three year useful economic life. Other costs are recognised as operating in nature and reflected in the P&L as incurred.

The Group continues to maintain a strong balance sheet and cash equivalents at 30 June 2023 were GBP13.9m (30 June 2022: GBP13.3m ). The Group continues to generate cash above operational requirement which has allowed the ongoing transfer of funds to the Group Trusts which have purchased shares in support of the Group share schemes.

Summary and Outlook

2023 so far has been a year of continued momentum for Aquis, with revenues continuing to increase across all divisions.

Following the successful integration of the Aquis Matching Pool in 2022, Aquis Markets has seen increased revenues. We have also worked to further diversify the products that will be made available to members, adding block trading via OptimX Markets and changing our proprietary trading rule to give members greater execution choice along with best execution outcomes. These changes are laying the foundations for future growth in market share over the medium-term.

Our technology contract pipeline has continued to develop as expected, with a renewal and an extension over the period demonstrating the long-term nature of these relationships.

Within Aquis Data, we were pleased to see here was significant progress towards an EU consolidated tape during the period, which is likely to disproportionately benefit Aquis.

And finally, despite challenging market conditions, we remain positive on the long-term potential of the Aquis Stock Exchange , which remains profitable.

With economic uncertainty continuing to affect all market participants, we are pleased to be delivering continued growth, strategic progress and value for shareholders. We have had a positive start to 2023, with continued revenue growth across all divisions and trading remains in line with Board expectations for the full year.

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHSED 30 JUNE 2023

 
                                              6 months ended 
                                                  30/06/2023   Year ended 31/12/2022   6 months ended 30/06/2022 
                             Note                    GBP'000                 GBP'000                     GBP'000 
 Income Statement 
 Revenue                      3                        9,342                  19,930                       7,849 
 Impairment 
  credit/(charge) on 
  contract assets             4                          331                     132                         425 
 Impairment credit / 
  (charge) on trade and 
  other receivables           4                            -                    (13)                          26 
 Administrative expenses                             (7,976)                (14,239)                     (6,956) 
 Operating profit                                      1,697                   5,810                       1,344 
 Investment income            5                          169                      29                           4 
 Depreciation and 
  amortisation               7,8                       (672)                 (1,259)                       (627) 
 Net finance costs            19                        (49)                    (53)                        (22) 
 Profit before taxation                                1,145                   4,527                         699 
 Income tax 
  (charge)/credit             11                        (99)                     157                           - 
 Profit after taxation                                 1,046                   4,684                         699 
                                   =========================  ======================  ========================== 
 
 Other comprehensive 
 income 
 Items that may be 
 reclassified subsequently 
 to profit or loss: 
 Foreign exchange 
  differences on 
  translation of foreign 
  operations, net of tax      18                        (37)                     181                        (42) 
 Other comprehensive loss for the 
  year                                                  (37)                     181                        (42) 
 
 Total comprehensive profit for 
  the year                                             1,009                   4,865                         657 
                                   =========================  ======================  ========================== 
 
 Earnings per share 
 (pence) 
 Basic 
 Ordinary shares              6                          3.8                    17.0                         2.5 
 Diluted 
 Ordinary shares              6                          3.6                    16.5                         2.5 
 

The consolidated statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2023

 
                                              6 months ended 
                                                  30/06/2023   Year ended 31/12/2022   6 months ended 30/06/2022 
                             Note                    GBP'000                 GBP'000                     GBP'000 
 Assets 
 Non-current assets 
 Goodwill                     7                           83                      83                          83 
 Intangible assets            7                        1,253                   1,032                         772 
 Property, plant and 
  equipment                   8                        3,829                   4,156                       4,263 
 Deferred tax asset           10                       1,594                   1,594                       1,292 
 Trade and other 
  receivables                 9                        5,938                   5,352                       4,714 
                                                      12,697                  12,217                      11,124 
 Current assets 
 Trade and other 
  receivables                 9                        4,970                   4,135                       2,786 
 Cash and cash equivalents                            13,905                  14,171                      13,320 
                                                      18,875                  18,306                      16,106 
 Total assets                                         31,572                  30,523                      27,230 
                                   -------------------------  ----------------------  -------------------------- 
 Liabilities 
 Current liabilities 
 Trade and other payables     12                       4,495                   4,268                       4,453 
 Non-current liabilities 
 Lease liabilities            19                       2,667                   2,875                       3,214 
 Total liabilities                                     7,162                   7,143                       7,667 
                                   -------------------------  ----------------------  -------------------------- 
 
 Net assets                                           24,410                  23,380                      19,563 
                                   =========================  ======================  ========================== 
 
 Equity 
 Called up share capital      13                       2,752                   2,751                       2,751 
 Share premium account        14                      11,810                  11,785                      11,780 
 Other reserves               15                       2,320                   1,813                       1,860 
 Treasury shares              17                     (3,798)                 (3,350)                     (3,001) 
 Retained earnings            16                      11,363                  10,317                       6,332 
 Foreign currency 
  translation reserve         17                        (37)                      64                       (159) 
 Total equity                                         24,410                  23,380                      19,563 
                                   =========================  ======================  ========================== 
 

The notes to the financial statements on pages 10 to 22 form an integral part of these financial statements. The interim financial statements were approved by the board of directors and authorised for issue on 21 September 2023 and are signed on its behalf by:

 
 
   R Fisher     A Haynes 
   Director     Director 
 

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHSED 30 JUNE 2023

 
                 Note       Share      Share       Other   Treasury    Retained     Foreign        Total 
                          Capital    Premium    Reserves     Shares    Earnings     Currency 
                                                                                   Translation 
                                                                                     Reserve 
                          GBP'000    GBP'000     GBP'000    GBP'000     GBP'000        GBP'000   GBP'000 
 
 Balance at 1 
  January 2022              2,751     11,771       1,118    (1,527)       5,633          (117)    19,629 
 
 Profit for the 
  6-month 
  period ended 
  30/06/2022                                                                699                      699 
 Issue of new 
  shares                                   9                                                           9 
 Movement in share 
  option reserve                                     742                                             742 
 Movement in treasury 
  shares                                                    (1,474)                              (1,474) 
 Foreign exchange 
  differences 
  on translation of 
  foreign operations                                                                      (42)      (42) 
                        ---------  ---------  ----------  ---------  ----------  -------------  -------- 
 Balance at 30 June 
  2022                      2,751     11,780       1,860    (3,001)       6,332          (159)    19,563 
                        ---------  ---------  ----------  ---------  ----------  -------------  -------- 
 Profit for the 6 month period 
  ended 
  31/12/2022                                                              3,985                    4,180 
 Issue of new 
  shares                                   5                                                           5 
 Movement in share option 
  Reserve                                           (47)                                            (47) 
 Movement in treasury shares                                  (349)                                (349) 
 Foreign exchange differences 
  on translation of foreign 
  operations                                                                               223        28 
                                   ---------  ----------  ---------  ----------  -------------  -------- 
 Balance at 31 
  December 
  2022                      2,751     11,785       1,813    (3,350)      10,317             64   23,380 
                        ---------  ---------  ----------  ---------  ----------  ------------- 
 Profit for the 6-month period 
  ended 
  30/06/2023                                                              1,046                    1,046 
 Issue of new 
  shares         13,14          1         25                                                          26 
 Movement in 
  share 
  option 
  reserve         15                                 507                                             507 
 Movement in 
  treasury 
  shares          17                                          (448)                                (448) 
 Foreign 
  exchange 
  differences 
  on 
  translation 
  of 
  foreign 
  operations      18                                                                     (101)     (101) 
 Balance at 30 
  June 2023                 2,752     11,810       2,320    (3,798)      11,363           (37)    24,410 
                        =========  =========  ==========  =========  ==========  =============  ======== 
 

AQUIS EXCHANGE PLC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHSED 30 JUNE 2023

 
                              Note             6 months ended   Year ended 31/12/2022           6 months ended 
                                                   30/06/2023                                       30/06/2022 
                                                      GBP'000                 GBP'000                  GBP'000 
 Cash flows from operating 
 activities 
  Cash generated/absorbed 
   by operations               20                       1,101                   3,962                    1,082 
  Overseas tax paid                                     (219)                       -                        - 
  Finance expense on lease 
   liabilities                 19                          49                      53                       22 
  Net cash inflow from operating 
   activities                                             931                   4,015                    1,104 
                                      -----------------------  ----------------------  ----------------------- 
 
 Investing Activities 
  Recognition of 
   intangible assets            7                       (509)                   (778)                    (282) 
  Purchase of property, 
   plant and equipment          8                        (57)                   (769)                    (480) 
  Interest received             5                         169                      35                        4 
  Net cash used in / generated by 
   investing activities                                 (397)                 (1,512)                    (758) 
                                      -----------------------  ----------------------  ----------------------- 
 
 Financing Activities 
  Proceeds from share 
   issue                      13,14                        26                      14                        9 
  Purchase of treasury 
   shares                      17                       (448)                 (1,956)                  (1,000) 
  Principal portion of 
   lease liability             19                       (257)                   (301)                     (39) 
                                      -----------------------  ----------------------  ----------------------- 
  Net cash (used in)/ generated by 
   financing activities                                 (679)                 (2,243)                  (1,030) 
                                      -----------------------  ----------------------  ----------------------- 
 
 Net increase/(decrease) in cash and 
  cash equivalents                                      (145)                     260                    (684) 
                                      -----------------------  ----------------------  ----------------------- 
 
 Cash and cash equivalents at the 
  beginning of the period                              14,171                  14,046                   14,046 
 Effect of exchange rate changes on 
  cash and cash equivalents                             (121)                   (135)                     (42) 
 Cash and cash equivalents at the 
  end of the period                                    13,905                  14,171                   13,320 
                                      =======================  ======================  ======================= 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS

   1.     Basis of preparation of half-year report 

This condensed consolidated interim financial report for the half-year reporting period beginning 1 January 2023 and ending 30 June 2023 ("interim period") 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 2022 and any public announcements made by Aquis Exchange PLC ("Aquis" or the "Company") during the interim reporting period.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

   2.     Significant post balance sheet events 

On 7 August 2023 Aquis Exchange PLC acquired a minority stake in OptimX Markets Inc. (OptimX ), a US-based financial services start-up focused on the block trading market (the "Investment"). The i nvestment is split into two tranches: Aquis will subscribe US$0.75m out of a total first tranche of US$3.0m payable in cash, followed by a second tranche in 12 months of a further US$0.75m out of a total $3.0m payable in cash. It is expected that Jonathan Clelland, COO of Aquis, will join the board of OptimX as a Non-Executive Director in due course. OptimX is a new venture and so has not yet generated any profits or losses.

   3.     Revenue 

An analysis of the Group's revenue is as follows:

 
                     6 months ended 30/06/2023   Year ended 31/12/2022   6 months ended 30/06/2022 
                                       GBP'000                 GBP'000                     GBP'000 
 Exchange Fees                           6,154                  10,869                       5,387 
 Licence Fees                              801                   5,035                         662 
 Issuer Fees                               547                   1,023                         424 
 Data Vendor Fees                        1,840                   3,003                       1,376 
                                         9,342                  19,930                       7,849 
                    --------------------------  ----------------------  -------------------------- 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued )

   4.     Expected credit loss 

The expected credit loss on licensing contract assets has been calculated in accordance with IFRS 9:

 
                                           GBP'000 
 
 As at 31/12/2021                            1,478 
 Expected credit loss reversal for 
  the period                                 (425) 
                                      ------------ 
 As at 30/06/2022                            1,053 
 Expected credit loss charge for 
  the period                                   293 
                                      ------------ 
 As at 31/12/2022                            1,346 
 Expected credit loss reversal for 
  the period                                 (331) 
                                      ------------ 
 As at 30/06/2023                            1,015 
                                      ------------ 
 

The expected credit loss on trade receivables has been calculated in accordance with IFRS 9:

 
                                        GBP'000 
 
 As at 31/12/2021                            46 
 Expected credit loss reversal for 
  the period                                 27 
                                      --------- 
 As at 30/06/2022                            73 
 Expected credit loss charge for 
  the period                               (14) 
                                      --------- 
 As at 31/12/2022                            59 
 Expected credit loss reversal for            - 
  the period 
                                      --------- 
 As at 30/06/2023                            59 
                                      --------- 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   5.     Investment income 
 
                                   6 months ended 30/06/2023   Year ended 31/12/2022   6 months ended 30/06/2022 
                                                     GBP'000                 GBP'000                     GBP'000 
 Interest income on bank 
  deposits                                               169                      29                           4 
                                  --------------------------  ----------------------  -------------------------- 
 
   6.     Earnings per share 
 
                                     6 months ended 30/06/2023   Year ended 31/12/2022   6 months ended 30/06/2022 
 
 Number of Shares ('000) 
 Weighted average number of 
  ordinary shares for basic 
  earnings per share                                    27,510                  27,509                      27,509 
 Weighted average number of 
  ordinary shares for diluted 
  earnings per share                                    28,796                  28,425                      28,431 
 Earnings (GBP'000) 
 Profit for the period from 
  continued operations                                   1,046                   4,684                         699 
 Basic and diluted earnings per 
 share (pence) 
 Basic earnings per ordinary share                         3.8                    17.0                         2.5 
 Diluted earnings per ordinary 
  share                                                    3.6                    16.5                         2.5 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   7.     Intangible assets 
 
                                                                                  Other Intangibles 
                                              Group Developed Trading Platforms 
                                                                                                        Goodwill 
 
                                                                        GBP'000             GBP'000      GBP'000 
 Cost 
 As at 31/12/2021                                                         3,011                  37           83 
 Additions                                                                  282                   -            - 
                                           ------------------------------------  ------------------  ----------- 
 As at 30/06/2022                                                         3,293                  37           83 
 Additions                                                                  324                 172            - 
                                           ------------------------------------  ------------------  ----------- 
 As at 31/12/2022                                                         3,617                 209           83 
 Additions                                                                  468                  41            - 
 As at 30/06/2023                                                         4,085                 250           83 
                                           ------------------------------------  ------------------  ----------- 
 
 Accumulated amortisation and impairment 
 
 As at 31/12/2021                                                         2,286                   8            - 
 Charge for the period                                                      258                   6            - 
                                           ------------------------------------  ------------------  ----------- 
 As at 30/06/2022                                                         2,544                  14            - 
 Charge for the period                                                      228                   8            - 
                                           ------------------------------------  ------------------  ----------- 
 As at 31/12/2022                                                         2,772                  22            - 
 Charge for the period                                                      268                  20            - 
 As at 30/06/2023                                                         3,040                  42            - 
                                           ------------------------------------  ------------------  ----------- 
 
 Carrying amount 
 As at 31/12/2021                                                           725                  29           83 
 As at 30/06/2022                                                           749                  23           83 
 As at 31/12/2022                                                           845                 187           83 
 As at 30/06/2023                                                         1,045                 208           83 
                                           ------------------------------------  ------------------  ----------- 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   8.     Property, plant and equipment 
 
                                      Fixtures, fittings and   Computer Equipment   Right of Use Asset     Total 
                                                   equipment 
                                                     GBP'000              GBP'000              GBP'000   GBP'000 
 Cost 
 As at 31/12/2021                                        324                2,389                4,239     6,952 
 Additions & disposals                                   168                  312                    -       480 
 As at 30/06/2022                                        492                2,701                4,239     7,432 
 Additions & disposals                                     -                  290                    -       290 
 As at 31/12/2022                                        492                2,991                4,239     7,722 
 Additions & disposals                                     -                   44                   13        57 
 As at 30/06/2023                                        492                3,035                4,252     7,779 
                               -----------------------------  -------------------  -------------------  -------- 
 
 Accumulated depreciation and 
 impairment 
 As at 31/12/2021                                        230                2,075                  501     2,806 
 Charge for the period                                    38                  152                  173       363 
 As at 30/06/2022                                        268                2,227                  674     3,169 
 Charge for the period                                    27                  146                  224       397 
 As at 31/12/2022                                        295                2,373                  898     3,566 
 Charge for the period                                    30                  160                  194       384 
 As at 30/06/2023                                        325                2,533                 1092     3,950 
                               -----------------------------  -------------------  -------------------  -------- 
 
 Carrying amount 
 As at 31/12/2021                                         94                  314                3,738     4,146 
 As at 30/06/2022                                        224                  474                3,565     4,263 
 As at 31/12/2022                                        197                  618                3,341     4,156 
 As at 30/06/2023                                        167                  502                3,160     3,829 
                               -----------------------------  -------------------  -------------------  -------- 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   9.     Trade and other receivables 
 
                                                               Current 
                                       ------------------------------------------------------- 
                                        As at 30/06/2023   As at 31/12/2022   As at 30/06/2022 
                                                 GBP'000            GBP'000            GBP'000 
 Trade receivables net of impairment               4,042              3,421              2,096 
 Prepayments                                         810                636                683 
 Other receivables                                   129                 78                  7 
                                                   4,981              4,135              2,786 
                                       -----------------  -----------------  ----------------- 
 
                                                             Non-Current 
                                       ------------------------------------------------------- 
                                        As at 30/06/2023   As at 31/12/2022   As at 30/06/2022 
                                                 GBP'000            GBP'000            GBP'000 
 Trade receivables net of impairment               5,588              5,010              4,079 
 Other receivables                                   339                342                635 
                                                   5,927              5,352              4,714 
                                       -----------------  -----------------  ----------------- 
 

Trade receivables are stated net of any credit impairment provision as set out previously in Note 3 in accordance with IFRS 9, as illustrated below:

 
                                              As at 30/06/2023   As at 31/12/2022   As at 30/06/2022 
 
                                                       GBP'000            GBP'000            GBP'000 
 Gross trade receivables                                10,704              9,837              7,319 
 Expected credit losses on contract assets             (1,015)            (1,347)            (1,055) 
 Provisions against trade receivables                     (59)               (59)               (73) 
                                             -----------------  -----------------  ----------------- 
 Trade receivables net of impairment                     9,630              8,431              6,175 
                                             -----------------  -----------------  ----------------- 
 

Impairment includes the expected credit loss on licencing contract assets stated in Note 4.

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   10.   Deferred tax asset 

A deferred tax asset was initially recognised in the year ended 31 December 2020, due to the Group becoming profitable for the first time. The Group is expected to continue to be profitable in future years, with the value of the deferred tax asset to be reassessed annually at year end.

 
                       As at 30/06/2023   As at 31/12/2022   As at 30/06/2022 
                                GBP'000            GBP'000            GBP'000 
                      -----------------  -----------------  ----------------- 
 Deferred tax asset               1,594              1,594              1,292 
                      -----------------  -----------------  ----------------- 
 
   11.   Income tax 

The income tax charge/(credit) can be reconciled to the result per the Statement of Comprehensive Income as follows:

 
                                     6 months to 30/06/2023   Year ended 31/12/2022   6 months to 30/06/2022 
                                                    GBP'000                 GBP'000                  GBP'000 
     Current tax 
  UK Corporation tax charge                               -                       -                        - 
  Overseas tax charges on foreign 
   operations                                            99                     144                        - 
  Total tax charge                                       99                     144                        - 
                                    -----------------------  ----------------------  ----------------------- 
 
     Deferred tax 
  Origination and reversal of                             -                   (229)                        - 
  timing differences 
  Effect of changes in tax rates                          -                    (72)                        - 
  Total deferred tax (credit)                             -                   (301)                        - 
                                    -----------------------  ----------------------  ----------------------- 
 
                                     6 months to 30/06/2023   Year ended 31/12/2022   6 months to 30/06/2022 
                                                    GBP'000                 GBP'000                  GBP'000 
 
    Profit before tax                                 1,145                   4,527                      699 
--------------------------------    -----------------------  ----------------------  ----------------------- 
  Expected tax charge based on a 
   corporation tax charge of 19%                        195                     860                      100 
  Expected tax charge based on 
   effective overseas rates of 
   25%                                                   99                     177                       61 
  Fixed asset differences                             (182)                    (40)                    (111) 
  Expenses not deductible for tax 
   purposes                                              87                     109                       53 
  Other differences                                     (7)                    (89)                     (46) 
  Remeasurement of deferred tax 
   for changes in tax rates                            (93)                    (72)                     (57) 
  Movement in deferred tax not                            -                 (1,069)                        - 
  recognised 
  Movement in deferred tax not                            -                    (33)                        - 
  recognised at overseas rates 
  Tax charge/(credit) for the 
   period                                                99                   (157)                  (1,030) 
                                    -----------------------  ----------------------  ----------------------- 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   12.   Trade and other payables 
 
 
                             As at 30/06/2023   As at 31/12/2022   As at 30/06/2022 
    Trade payables                        244                510                499 
    Accruals                            1,035              1,509              1,076 
                                  Social security and 
     other taxation                       663                221                755 
    Deferred revenue                    1,959              1,358              1,604 
                                   Short term lease 
     liabilities                          527                523                434 
                                 Overseas corporation 
     tax payable                           23                144                  - 
    Derivatives                            40                  -                  - 
    Other payables                          4                  3                 85 
                           -----------------  -----------------  ----------------- 
                                        4,495              4,268              4,453 
                            -----------------  -----------------  ----------------- 
 
 
 In January 2023 forward contracts were taken by the Company 
  in order to economically hedge against foreign exchange 
  movements in contract asset balances denominated in US 
  Dollars (see note 9). These derivatives are remeasured 
  at each reporting sheet date with the movement recognised 
  in Profit and Loss. The year to date loss on these items 
  is GBP40k. 
 
   13.   Called up share capital 
 
                                                            As at 30/06/2023   As at 31/12/2022   As at 30/06/2022 
                                                                     GBP'000            GBP'000            GBP'000 
 Ordinary share capital 
 Issued and fully paid 
 27,149,559 Ordinary shares of 10p each                                2,751              2,751              2,751 
 Issue of new shares following exercise of 3,999 EMI                       -                  -                  - 
 share options 
 Issue of new shares following exercise of 7,333 EMI                       1                  -                  - 
 share options 
 Ordinary share capital                                                2,752              2,751              2,751 
                                                           -----------------  -----------------  ----------------- 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   14.   Share premium account 
 
                                                            As at 30/06/2023   As at 31/12/2022   As at 30/06/2022 
                                                                     GBP'000            GBP'000            GBP'000 
 Share premium 
 At beginning of year                                                 11,785             11,771             11,771 
 Issue of new shares following exercise of 3,999 EMI 
  share options                                                            -                 14                  9 
 Issue of new shares following exercise of 7,333 EMI                      25                  -                  - 
 share options 
 Share premium                                                        11,810             11,785             11,780 
                                                           -----------------  -----------------  ----------------- 
 
   15.   Other Reserves 
 
                                                GBP'000 
 
 As at 31/12/2021                                 1,118 
 Share-based payment expense for the 6-month 
  period ended 30/06/2022                           742 
 As at 30/06/2022                                 1,860 
 Share-based payment expense for the 6-month 
  period ended 31/12/2022                          (47) 
 As at 31/12/2022                                 1,813 
 Share-based payment expense for the 6-month 
  period ended 30/06/2023                           507 
 As at 30/06/2023                                 2,320 
                                               -------- 
 

The reserves relating to share-based payments reflects the estimated value of the approved employee share option schemes, which include the EMI, CSOP, PPO and Restricted Share options. The valuation of the options granted is estimated using a US binomial or Black Scholes model. Also included in the share-based payment reserve are the treasury shares purchased by the Trust under the Share Incentive Plan.

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   16.   Retained earnings 
 
                                  GBP'000 
 
 As at 31/12/2021                   5,633 
 Profit for the 6-month period 
  ended 30/06/2022                    699 
 As at 30/06/2022                   6,332 
 Profit for the 6-month period 
  ended 31/12/2022                  3,985 
 As at 31/12/2022                  10,317 
 Profit for the 6-month period 
  ended 30/06/2023                  1,046 
 As at 30/06/2023                  11,363 
 
 
   17.   Treasury shares 

Treasury shares are purchased by the Trusts under the Employee Share Plans. The Trusts are consolidated within the Group financial statements and the value of the shares held at the balance sheet date is shown below.

 
                                       As at 30/06/2023   As at 31/12/2022   As at 30/06/2022 
                                                GBP'000            GBP'000            GBP'000 
 
 At beginning of period                           3,350              1,527              1,527 
 Purchase of treasury shares                        448              1,823              1,474 
 Treasury shares at close of period               3,798              3,350              3,001 
                                      -----------------  -----------------  ----------------- 
 
   18.   Foreign currency translation reserve 

The translation of the European subsidiary into the functional currency of the group results in foreign exchange differences that have been recognised in Other Comprehensive Income ('OCI') for the group which have been accumulated in a separate component of equity as illustrated below.

 
                                     6 months ended 30/06/2023   Year ended 31/12/2022   6 months ended 30/06/2022 
                                                       GBP'000                 GBP'000                     GBP'000 
 At the beginning of the 
  year/period                                               64                   (159)                       (117) 
 Foreign exchange differences on 
  translation of foreign 
  operations recognised in OCI                           (101)                     223                        (42) 
 At the end of the year/period                            (37)                      64                       (159) 
                                    --------------------------  ----------------------  -------------------------- 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   19.   IFRS 16 Leases 
 
 
 The impact on the Group's assets and liabilities, and the related effects on profit and loss, of the Group's 
  leasing activities 
  (the Group as a lessee) are detailed below. 
 
 Right of Use Asset 
 
                                         Property 
                                           GBP'000 
  -------------------------------------  --------- 
   Carrying amount at 1 January 2022         3,738 
   Depreciation for the period               (173) 
   Carrying amount at 30 June 2022           3,565 
   Depreciation for the period               (225) 
   Carrying amount at 31 December 2022       3,340 
   Remeasurement of lease                       13 
   Depreciation for the period               (194) 
   Carrying amount at 30 June 2023           3,159 
  -------------------------------------  --------- 
 
 
 
 
 Rent deposit asset 
                                                  Rent deposit asset 
                                                              GBP'000 
  ----------------------------------------------  ------------------- 
   Carrying amount at 1 January 2022                              616 
   Finance income on rent deposit asset for the 
    period                                                         11 
   Carrying amount at 30 June 2022                                627 
   Finance income on rent deposit asset for the 
    period                                                          4 
   Recovery of rent deposit                                     (274) 
   Carrying amount at 31 December 2022                            357 
   Remeasurement of lease                                        (12) 
   Finance income on rent deposit asset for the 
    period                                                          5 
   Carrying amount at 30 June 2023                                350 
  ----------------------------------------------  ------------------- 
 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

 
 Lease liability 
 
                                                       Lease liability 
                                                                GBP'000 
  ---------------------------------------------------  ---------------- 
   Carrying amount at 1 January 2022                              3,630 
   Finance expense on lease liability for the period                 33 
   Lease payments made during the period                           (39) 
   Carrying amount at 30 June 2022                                3,629 
   Finance expense on lease liability for the period                 35 
   Lease payments made during the period                          (262) 
   Carrying amount at 31 December 2022                            3,397 
   Finance expense on lease liability for the period                 54 
   Lease payments made during the period                          (257) 
   Carrying amount at 30 June 2023                                3,194 
  ---------------------------------------------------  ---------------- 
   Of which are: 
                                              Current               527 
                                          Non-current             2,667 
                                                                  3,194 
  ---------------------------------------------------  ---------------- 
 
 
   Net finance expense on leases 
                            6 months ended           Year ended          6 months ended 
                               30/06/2023             31/12/2022            30/06/2022 
                                       GBP'000                GBP'000               GBP'000 
   ---------------------  --------------------  ---------------------  -------------------- 
    Finance expense on 
     lease liability                        54                     68                    33 
    Finance income on 
     rent deposit asset                    (5)                   (15)                  (11) 
    Net finance expense 
     relating to leases                     49                     53                    22 
   ---------------------  --------------------  ---------------------  -------------------- 
 
 
 
   The finance income and finance expense arising from the Group's leasing activities as a lessee have been shown 
   net where applicable 
   as is permitted by IAS 32 where criteria for offsetting have been met. 
 
 Amounts recognised in profit and loss 
                            6 months ended           Year ended          6 months ended 
                               30/06/2023             31/12/2022            30/06/2022 
                                       GBP'000                GBP'000               GBP'000 
   ---------------------  --------------------  ---------------------  -------------------- 
    Depreciation expense 
     on right-of-use 
     assets                              (194)                  (397)                 (173) 
    Finance expense on 
     lease liability                      (54)                   (68)                  (33) 
    Finance income on 
     rent deposit asset                      5                     15                    11 
    Net impact of leases 
     on profit or loss                   (243)                  (450)                 (195) 
   ---------------------  --------------------  ---------------------  -------------------- 
 
 
   The total cash outflow for leases amounted to GBP217k in 
   the 6 months to 30 June 2023. 
 

AQUIS EXCHANGE PLC

NOTES TO THE FINANCIAL STATEMENTS (continued)

   20.   Cash generated from operations 
 
                                               6 months          Year      6 months 
                                                  ended         ended         ended 
                                             30/06/2023    31/12/2022    30/06/2022 
                                                GBP'000       GBP'000       GBP'000 
 
 Profit after tax                                 1,046         4,684           699 
 
 Adjustments for: 
 Income tax                                          99           144             - 
 Deferred tax                                         -         (301)             - 
 Foreign exchange (gains)/losses                   (13)           116             - 
 Investment revenue                               (169)          (29)           (4) 
 Amortisation and impairment of 
  intangible assets                                 288           499           264 
 Depreciation of property, plant 
  and equipment                                     384           761           363 
 Equity settled share-based payment 
  expense                                           507           820           289 
 Other (gains)/losses                              (69)            58           (4) 
 
 Movement in working capital: 
 
 Increase in trade and other receivables        (1,199)       (1,594)         (986) 
 Increase in trade and other payables               227       (1,196)           461 
 
 Cash generated by operations                     1,101         3,962         1,082 
                                           ------------  ------------  ------------ 
 

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