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DJ AfriAg Global Plc Results for the Year Ended 31 December 2019

 
TIDMAFRI 
 
AfriAg Global plc 
                      ("AfriAg Global" or the "Company") 
 
           Audited Final Results for the Year Ended 31 December 2019 
 
 
Chairman's report (incorporating the strategic report) 
 
AfriAg Global PLC (AQSE: AFRI), presents its Annual Report for year ended 31 
December 2019. 
 
Like many public companies around the world, the COVID-19 pandemic has 
unfortunately slowed down the Company's efforts with respect to completing the 
Apollon UK transaction (see below), however we are totally focused on working 
through the delays and proceeding with this very exciting transaction. We are 
working diligently with our advisers and regulators towards putting this deal 
to shareholders for their careful consideration and approval. 
 
Investment policy change to include Medical Cannabis investments: 
 
In September 2018, shareholder approval was obtained at a general meeting for 
the expansion of the Company's investment strategy to include medicinal 
cannabis. The Company has now expanded its existing investment strategy to also 
include investments in companies, projects or products that are progressing 
research in and development of medicinal cannabis and its derivatives, 
producing or cultivating medicinal cannabis, producing or supplying products 
derived from or related to cannabis (including, but not limited to, hemp and 
cannabidiol products); and/or commercialising or marketing medicinal cannabis 
and its derivatives. The Company sees tremendous opportunities in the sector, 
especially in the field of medical research. 
 
Medical Cannabis Investments: 
 
The Company currently owns 4.64 million shares (representing 2.68%) of the 
share capital of Apollon Formularies Ltd ("Apollon UK"). The Company raised GBP 
1.41 million during the period to assist with the acquisition of this 
investment. 
 
The Company is currently working with Apollon UK to satisfy all regulatory 
requirements for the proposed acquisition of the entire issued share capital of 
Apollon UK (the "Acquisition") as announced. In due course, subject to making 
an offer to the shareholders of Apollon UK and obtaining the necessary 
approvals, the Company intends to send an explanatory circular and notice of 
general meeting to its shareholders seeking approval of the Acquisition. It is 
intended that the Company will acquire all the issued and outstanding shares 
from the shareholders of Apollon UK pursuant to a right of first refusal in 
consideration for the issue and allotment to those shareholders of new ordinary 
shares in the capital of the Company at a price of 10 pence per new ordinary 
share. 
 
Apollon UK is entitled to 95% of the net profit of Apollon Formularies Jamaica, 
Limited ("Apollon Jamaica"). Subject to approval from the Cannabis Licensing 
Authority in Jamaica, Apollon UK has the right to acquire a 49% interest in the 
issued share capital of Apollon Jamaica. 
 
Apollon Jamaica holds the following licenses: 
 
 1. Licence to cultivate cannabis for the sole purposes of undertaking 
    research, including clinical research as approved by the Ministry of 
    Health; 
 2. License to process and manufacture any cannabis-based products that have 
    been approved by the Ministry of Health for medical, therapeutic and 
    scientific purposes (Processing Licence 170209113513) at designated 
    premises of Apollon Jamaica; and 
 3. License to provide therapeutic services using cannabis (Retail (Therapeutic 
    Services) Licence 170209153635). 
 
Agriculture Investments: 
 
The market appeared to give little credit for the investments the Company had 
previously made in the agricultural sector. The Company therefore put it to 
shareholders that we should divest our agri investments and focus on the legal 
medical cannabis sector. Shareholder approval for the disposal of these 
investments was received in late November 2019, and the full disposal of the 
Company's subsidiaries has been accounted for in the 31 December 2019 accounts. 
 
 
Share consolidation: 
 
The Company also received shareholder approval for a share consolidation 
("Consolidation") in late 2019. The effect of the Consolidation was to reduce 
the number of ordinary shares in issue by a factor of 100, whilst increasing 
the trading price of the Company's new ordinary shares. Following completion of 
the Consolidation, 30,110,011 new consolidated ordinary shares of no par value 
each, were on issue. This was increased to 31,710,011 by 31 December 2019 with 
further equity fund raising. 
 
 
Financial Results: 
 
During the period, the Group had revenues of GBP2.22 m (2018: GBP2.24 m) and made a 
gross profit of GBP258,000 (2018: GBP66,000). The total comprehensive loss for the 
period attributable to equity holders of the parent was GBP2,463,000 (2018: GBP347 
000). These results include the Group's share of the Subsidiaries results up to 
date of disposal. 
 
There was a weighted loss per share of 9.759 p (2018: loss per share of 1.7 p). 
 
Current assets at 31 December 2019 amounted to GBP1,281,000 (2018: GBP1,056,000). 
 
No dividends have been paid or proposed. 
 
Outlook: 
 
We have a very unique ability, being one of the few companies listed in London 
and indeed Europe, to actually undertake investments in the fast-growing legal 
medical cannabis sector. Although the global cannabis market has come off its 
highs of last year, the medical research side will become more significant as 
time goes by. 
 
Having recently completed our initial investment in Apollon UK, we are actively 
pursuing to further increase our stake in this key investment further as 
discussed above. We fully appreciate that time is of the essence, and your 
board, its lawyers and indeed the Apollon UK team are working tirelessly to 
wrap up this transaction as soon as possible. 
 
The Board would like to take this opportunity to thank our shareholders, staff 
and consultants for their continued support and I look forward to reporting 
further significant progress over the next period and beyond. 
 
 
The directors of the Company accept responsibility for the contents of this 
announcement. 
 
 
David Lenigas 
Executive Chairman 
15 July 2020 
 
The Directors of the Company accept responsibility for the contents of this 
announcement. 
 
 
AfriAg Global Plc: 
David Lenigas (Executive Chairman)         +44 (0)20 7440 0640 
 
Peterhouse Capital Limited                       +44 (0)20 7469 0930 
Guy Miller/Allie Feuerlein 
 
 
 
Financial statements 
Consolidated statement of comprehensive income for the period to 31 December 
2019 
 
__________________________________________________________________________________________ 
 
                                                             Year ended      Year ended 
                                                            31 December     31 December 
                                                                   2019            2018 
 
                                                  Note            GBP'000           GBP'000 
 
Revenue                                             4             2,217           2,236 
 
Cost of sales                                                   (1,959)         (2,170) 
 
Gross Profit                                                        258              66 
 
Administration expenses                                           (411)           (430) 
 
Share Based Payment Charge                                            -               - 
 
Operating (loss)                                    5             (153)           (364) 
 
Share of associate result                          13               (2)              97 
 
(Loss) on disposal of subsidiaries                 22             (346)               - 
 
Loans advanced to subsidiaries written-off         22           (1,953)               - 
 
Investment income                                   7              (22)            (51) 
 
Finance costs                                       8               (4)               - 
 
(Loss) before taxation                                          (2,480)           (318) 
 
Taxation                                            9                 -               - 
 
(Loss) for the period attributable to equity                    (2,480)           (318) 
holders of the parent 
 
Other comprehensive income 
 
Transfer to income statement                                          -              22 
 
Translation exchange (loss)                                          17            (51) 
 
Other comprehensive income for the period net of                     17            (29) 
taxation 
 
Total comprehensive income for the year                         (2,463)           (347) 
attributable to equity holders of the parent 
 
Loss per share 
 
Basic and diluted (pence)                          10            (9.76)           (1.7) 
 
 
The accompanying accounting policies and notes form part of these financial 
statements. 
 
 
 
Consolidated statement of financial position at 31 December 2019 
 
______________________________________________________________________ 
 
                                                            31 December     31 December 
 
                                                                   2019            2018 
 
                                                  Note            GBP'000           GBP'000 
 
Non-current assets 
 
Property, plant & equipment                        11                 -               5 
 
Investments in associates                          13                 -           1,687 
 
                                                                      -           1,692 
 
Current assets 
 
Inventory                                          15                 -               - 
 
Trade and other receivables                        16                16             925 
 
Available for sale assets                          14             1,167              30 
 
Cash and cash equivalents                                            98             101 
 

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DJ AfriAg Global Plc Results for the Year Ended 31 -2-

                                                                  1,281           1,056 
 
Total assets                                                      1,281           2,748 
 
Current liabilities 
 
Trade and other payables                           17             (525)           (844) 
 
                                                                  (525)           (844) 
 
Net current assets                                                  756             213 
 
Net assets                                                          756           1,904 
 
Equity 
 
Share capital                                      18             3,171           1,761 
 
Share premium account                                             8,535           8,630 
 
Share based payment reserve                                         128             279 
 
Revaluation reserves                                                  -               - 
 
Foreign currency reserve                                              -            (17) 
 
Retained earnings                                              (11,078)         (8,749) 
 
                                                                    756           1,904 
 
The financial statements of AfriAg Global plc (registered number 002845V) were 
approved by the Board of Directors and authorised for issue on 15 July 2020 and 
were signed on its behalf by: 
 
 
 
David Lenigas       Donald Strang 
Chairman             Director 
 
The accompanying accounting policies and notes form part of these financial 
statements. 
 
 
 
Company statement of financial position at 31 December 2019 
 
_______________________________________________________________ 
 
                                                            31 December     31 December 
 
                                                                   2019            2018 
 
                                                  Note            GBP'000           GBP'000 
 
Non-current assets 
 
Investments in subsidiary undertakings             12                 -               - 
 
Trade and other receivables                        16                 -           1,836 
 
                                                                      -           1,836 
 
Current assets 
 
Trade and other receivables                        16                16             134 
 
Available for sale assets                          14             1,167              30 
 
Cash and cash equivalents                                            98              81 
 
                                                                  1,281             245 
 
Total assets                                                      1,281           2,081 
 
Current liabilities 
 
Trade and other payables                           17             (525)           (458) 
 
                                                                  (525)           (458) 
 
Net current assets/(liabilities)                                    756           (213) 
 
Net assets                                                          756           1,623 
 
Equity 
 
Share capital                                      18             3,171           1,761 
 
Share premium account                                             8,535           8,630 
 
Share based payment reserve                                         128             279 
 
Revaluation reserves                                                  -               - 
 
Retained earnings                                              (11,078)         (9,047) 
 
                                                                    756           1,623 
 
The financial statements of AfriAg Global plc (registered number 002845V) were 
approved by the Board of Directors and authorised for issue on 14 July 2020 and 
were signed on its behalf by: 
 
 
 
David Lenigas            Donald Strang 
Chairman                   Director 
 
 
The accompanying accounting policies and notes form part of these financial 
statements. 
 
 
 
Consolidated statement of changes in equity for the period to 31 December 2019 
 
____________________________________________________________________________________ 
 
                 Share       Share    Share based   Foreign   Revaluation  Retained      Total 
                capital     premium     payment    currency    reserves    earnings 
                                        reserve     reserve 
 
                    GBP'000       GBP'000       GBP'000       GBP'000       GBP'000       GBP'000       GBP'000 
 
At 31               1,461       8,648         279          34        (22)     (8,431)       1,969 
December 2017 
 
(Loss) for              -           -           -           -           -       (318)       (318) 
the period 
 
Currency                -           -           -        (51)           -           -        (51) 
translation 
gain 
 
Transfer to             -           -           -           -          22           -          22 
income 
statement 
 
Total                   -           -           -        (51)          22       (318)       (347) 
Comprehensive 
Income 
 
Shares issued         300           -           -           -           -           -         300 
 
Share Issue             -        (18)           -           -           -           -        (18) 
cost 
 
Share based             -           -           -           -           -           -           - 
payment 
charge 
 
Total                 300        (18)           -           -           -           -         282 
contributions 
by and 
distributions 
to owners of 
the Company 
 
At 31               1,761       8,630         279        (17)           -     (8,749)       1,904 
December 2018 
 
(Loss) for              -           -           -           -           -     (2,480)     (2,480) 
the period 
 
Currency                -           -           -          17           -           -          17 
translation 
gain 
 
Transfer to             -           -           -           -           -           -           - 
income 
statement 
 
Total                   -           -           -          17           -     (2,480)     (2,463) 
Comprehensive 
Income 
 
Shares issued       1,410           -           -           -           -           -       1,410 
 
Share Issue             -        (95)           -           -           -           -        (95) 
cost 
 
Transfer with           -           -       (151)           -           -         151           - 
equity 
 
Total               1,410        (95)       (151)           -           -         151       1,315 
contributions 
by and 
distributions 
to owners of 
the Company 
 
At 31               3,171       8,535         128           -           -    (11,078)         756 
December 2019 
 
The accompanying accounting policies and notes form part of these financial 
statements. 
 
 
 
Company statement of changes in equity for the period to 31 December 2019 
 
______________________________________________________________________________________ 
 
                 Share        Share     Share based  Revaluation    Retained      Total 
                capital      premium      payment      reserves     earnings 
                                          reserve 
 
                     GBP'000        GBP'000        GBP'000        GBP'000        GBP'000        GBP'000 
 
At 31                1,461        8,648          279         (22)      (8,783)        1,583 
December 2017 
 
(Loss) for               -            -            -            -        (264)        (264) 
the period 
 
Transfer to              -            -            -           22            -           22 
income 
statement 
 
Total                    -            -            -           22        (264)        (242) 
Comprehensive 
Income 
 
Shares issued          300            -            -            -            -          300 
 
Share issue              -         (18)            -            -            -         (18) 
costs 
 
Total                  300         (18)            -            -            -          282 
contributions 
by and 
distributions 
to owners of 
the Company 
 
At 31                1,761        8,630          279            -      (9,047)        1,623 
December 2018 
 
(Loss) for               -            -            -            -      (2,182)      (2,182) 
the period 
 
Total                    -            -            -            -      (2,182)      (2,182) 
Comprehensive 
Income 
 
Shares issued        1,410            -            -            -            -        1,410 
 
Share issue              -         (95)            -            -            -         (95) 
costs 
 
Transfer with            -            -        (151)            -          151            - 
equity 
 
Total                1,410         (95)        (151)            -          151        1,315 
contributions 
by and 
distributions 
to owners of 
the Company 
 
At 31                3,171        8,535          128            -     (11,078)          756 
December 2019 
 
The accompanying accounting policies and notes form part of these financial 
statements. 
 
 
 
Consolidated statement of cash flows for the period ended 31 December 2019 
 
__________________________________________________________________________________________ 
 
                                                             Year ended      Year ended 
 
                                                            31 Dec 2019     31 Dec 2018 
 
                                                                  GBP'000           GBP'000 
 
Cash flows from operating activities 
 
Operating (loss)                                                  (153)           (364) 
 
(Increase)/decrease in inventory                                   (12)               3 
 
Decrease in trade and other receivables                              81              38 
 
(Decrease) in trade and other payables                             (71)            (75) 
 

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DJ AfriAg Global Plc Results for the Year Ended 31 -3-

Depreciation                                                          1               3 
 
Share option charge                                                   -               - 
 
Net cash (outflow) in operating activities                        (154)           (395) 
 
Investing activities 
 
Investment income                                                     1               3 
 
Finance costs                                                       (4)               - 
 
Loan advanced to related party company                                -           (117) 
 
Receipts on sale of AFS investments                                   -               1 
 
Payments on purchase of AFS investments                         (1,160)            (62) 
 
Cash disposed with subsidiaries                                    (13)               - 
 
Payments for PPE assets                                               -             (3) 
 
Net cash (outflow) in investing activities                      (1,176)           (178) 
 
Financing activities 
 
Issue of share capital                                            1,410             300 
 
Issue costs                                                        (95)            (18) 
 
Net cash inflow from financing activities                         1,315             282 
 
Net (decrease) in cash and cash equivalents                        (15)           (291) 
 
Cash and cash equivalents at beginning of period                    101             443 
 
Effect of foreign exchange on cash and cash                          12            (51) 
equivalents 
 
Cash and cash equivalents at end of period                           98             101 
 
 
The accompanying accounting policies and notes form part of these financial 
statements. 
 
 
 
Company statement of cash flows for the period ended 31 December 2019 
 
_____________________________________________________________________________________ 
 
                                                             Year ended      Year ended 
 
                                                            31 Dec 2019     31 Dec 2018 
 
                                                                  GBP'000           GBP'000 
 
Cash flows from operating activities 
 
Operating (loss)                                                  (206)           (210) 
 
Decrease/(increase) in trade and other                                1             (9) 
receivables 
 
Increase in trade and other payables                                 67              73 
 
Share option charge                                                   -               - 
 
Net cash (outflow) in operating activities                        (138)           (146) 
 
Investing activities 
 
Investment income                                                     -               - 
 
Loan advanced to related party company                                -           (117) 
 
Receipts on sale of AFS investments                                   -               1 
 
Payments on purchase of AFS investments                         (1,160)            (62) 
 
Net cash (outflow) in investing activities                      (1,160)           (178) 
 
Financing activities 
 
Issue of share capital                                            1,410             300 
 
Issue costs                                                        (95)            (18) 
 
Net cash inflow from financing activities                         1,315             282 
 
Net increase/(decrease) in cash and cash                             17            (42) 
equivalents 
 
Cash and cash equivalents at beginning of period                     81             123 
 
Cash and cash equivalents at end of period                           98              81 
 
 
The accompanying accounting policies and notes form part of these financial 
statements. 
 
 
 
Notes to the financial statements 
 
____________________________________________________________________________ 
 
1   General information 
 
    AfriAg Global plc is a company incorporated in the Isle of Man under the Isle 
    of Man Companies Act 2006.  The address of its registered office is 34 North 
    Quay, Douglas, Isle of Man, IM1 4LB. The Company's ordinary shares are traded 
    on the AQSE Exchange Growth Market as operated by Aquis Stock Exchange Ltd 
    ("AQSE"). 
 
    The financial statements of Afriag Global plc for the year ended 31 December 
    2019 were authorised for issue by the Board on 15 July 2020 and the statements 
    of financial position signed on the Board's behalf by Mr. David Lenigas and Mr 
    Donald Strang. 
 
    Investing policy 
 
    The Company's investment strategy focuses on acquisitions of direct and/or 
    indirect interests in the agricultural and medicinal cannabis sectors. 
 
    Agriculture 
    The Board intend to seek acquisitions of direct and/or indirect interests in 
    businesses involved in agriculture generally and the production, processing, 
    logistics and distribution of agricultural produce. The Company will focus on 
    opportunities in this sector in Europe, Africa and the Middle East, but will 
    consider possible opportunities anywhere in the world. 
 
    Medicinal Cannabis 
    The Board intend to seek investments in companies, projects or products that 
    are: 
    ·      progressing medicinal cannabis research and development; 
    ·      producing or cultivating medicinal cannabis; 
    ·      producing or supplying products derived from or related to cannabis 
    (including, but not limited to, hemp and cannabidiol products); and/or 
    ·      commercialising or marketing medicinal cannabis and its derivatives. 
 
    The Company will seek investments in companies and projects in jurisdictions 
    which have well-developed and reputable laws and regulations for the research 
    and production of medicinal cannabis and in jurisdictions that are signatories 
    to the United Nation's conventions on narcotics. 
 
    Types of Investments 
    The Company is likely to be an active investor within these sectors and acquire 
    control of certain target companies although it may also consider acquiring 
    non-controlling shareholdings. The proposed investments to be made by the 
    Company may be in either quoted or unquoted securities and made by direct 
    acquisition of an interest in companies, partnerships or joint ventures, or 
    direct interests in projects and can be at any stage of development. 
    Accordingly, the Company's equity interest in a proposed investment may range 
    from a minority position to 100 per cent. ownership and a controlling interest. 
    The Directors' primary objective is to achieve the best possible value over 
    time for Shareholders, primarily through capital growth. 
 
    If the Company takes a controlling stake, the acquisition could trigger a 
    Reverse Takeover under Rule 58 of the AQSE Exchange Rules. 
 
    The Board intend to acquire one or more investments in quoted or unquoted 
    businesses or companies (in whole or in part) thereby creating a platform for 
    further investments. There is no limit on the number of companies, projects or 
    products that the Company may invest in with the agricultural and medicinal 
    cannabis sectors. The Company may need to raise additional funds for these 
    purposes and may use both debt and/or equity. 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
    Investing policy (continued) 
 
    The Board believes that their collective experience, together with their 
    extensive network of contacts and the Company's Technical Committee, will 
    assist them in the identification, evaluation and funding of appropriate 
    investment opportunities within the medicinal cannabis sector. When necessary, 
    other external professionals will be engaged to assist in the due diligence on 
    prospective targets and their management teams. The Directors will also 
    consider appointing additional directors and/or advisors with relevant 
    experience if the need arises. 
 
    It is anticipated that there may be opportunities to spin out businesses 
    privately or by initial public offerings where Shareholders may be able to be 
    benefit through distributions of cash and/or shares and/or rights to subscribe 
    in listings. Given the nature of the investment strategy, the Company does not 
    intend to make additional regular and periodic disclosures or calculations of 
    net asset value outside of the requirements for a NEX Exchange Growth Market 
    traded company. It is anticipated that the Company will hold investments for 
    the medium to long term, although where opportunities exist for shorter term 
    investments, the Company may undertake advantage of such opportunities. 
 
    The Directors intend to review the investment strategy on an annual basis and, 
    subject to their review and in the absence of unforeseen circumstances, the 
    Directors intend to adhere to the investment strategy. Changes to the 
    investment strategy may be prompted, inter alia, by changes in government 
    policies or economic conditions which alter or introduce additional investment 
    opportunities. It is the intention of the Directors to invest the Company's 
    cash resources, as far as practicable, in accordance with the investment 
    strategy. However, due to market and other investment considerations, it may 
    take some time before the cash resources of the Company are fully invested. 
 
    It is intended that the funds currently available to the Company will be used 
    to meet general working capital requirements, to undertake due diligence on 
    potential target acquisitions and to make investments in accordance with the 
    investment guidelines described above. 
 
    Statement of compliance with IFRS 
 
    The financial statements have been prepared in accordance with International 

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DJ AfriAg Global Plc Results for the Year Ended 31 -4-

    Financial Reporting Standards (IFRS) as adopted by the European Union and as 
    applied in accordance with the provisions of the Companies Act 2006. The 
    principal accounting policies adopted by the Company are set out below. 
 
    New standards, amendments and interpretations adopted by the Company 
    No new and/or revised Standards and Interpretations have been required to be 
    adopted, and/or are applicable in the current year by/to the Company, as 
    standards, amendments and interpretations which are effective for the financial 
    year beginning on 1 January 2019 are not material to the Company. 
 
    New standards, amendments and interpretations not yet adopted 
    At the date of authorisation of these financial statements, the following 
    Standards and Interpretations which have not been applied in these financial 
    statements, were in issue but not yet effective for the year presented: 
 
    - IFRS 17 in respect of Insurance Contracts will be effective for accounting 
    periods beginning on or after 1 January 2021 
 
    There are no other IFRSs or IFRIC interpretations that are not yet effective 
    that would be expected to have a material impact on the Company. 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
    Going Concern 
 
    The Directors noted the losses that the Group has made for the Year Ended 31 
    December 2019.  The Directors have prepared cash flow forecasts for the period 
    ending 31 July 2021 which take account of the current cost and operational 
    structure of the Company. 
 
    The cost structure of the Company comprises a high proportion of discretionary 
    spend and therefore in the event that cash flows become constrained, costs can 
    be quickly reduced to enable the Company to operate within its available 
    funding. 
 
    These forecasts demonstrate that the Company has sufficient cash funds 
    available to allow it to continue in business for a period of at least twelve 
    months from the date of approval of these financial statements.  Accordingly, 
    the financial statements have been prepared on a going concern basis. 
 
    It is the prime responsibility of the Board to ensure the Company remains as 
    going concerns. At 31 December 2019, the Company had cash and cash equivalents 
    of GBP98,000 and borrowings of GBPnil. The Company has minimal contractual 
    expenditure commitments and the Board considers the present funds sufficient to 
    maintain the working capital of the Company for a period of at least 12 months 
    from the date of signing the Annual Report and Financial Statements. For these 
    reasons the Directors adopt the going concern basis in the preparation of the 
    Financial Statements. 
 
    Basis of preparation 
 
    The consolidated financial statements have been prepared on the historical cost 
    basis, except for the measurement to fair value of assets and financial 
    instruments as described in the accounting policies below, and on a going 
    concern basis. 
 
    The financial report is presented in Pound Sterling (GBP) and all values are 
    rounded to the nearest thousand pounds (GBP'000) unless otherwise stated. 
 
 
Notes to the financial statements (continued) 
 
_________________________________________________________________________________________ 
 
2     Significant accounting policies 
 
      Basis of Consolidation 
 
      The Group financial statements consolidate those of the Company and all of its 
      subsidiary undertakings drawn up to the balance sheet date.  Subsidiaries are 
      entities over which the Company has the power to control, directly or 
      indirectly, the financial and operating policies so as to obtain benefits from 
      their activities.  The Company obtains and exercises control through voting 
      rights.  Subsidiaries are fully consolidated from the date at which control is 
      transferred to the Company.  They are deconsolidated from the date that control 
      ceases. 
 
      Unrealised gains on transactions between the Company and its subsidiaries are 
      eliminated.  Unrealised losses are also eliminated unless the transaction 
      provides evidence of an impairment of the asset transferred.  Amounts reported 
      in the financial statements of subsidiaries have been adjusted where necessary 
      to ensure consistency with the accounting policies adopted by the Group. 
 
      Acquisitions of subsidiaries are dealt with by the acquisition method.  The 
      acquisition method involves the recognition at fair value of all identifiable 
      assets and liabilities, including contingent liabilities of the subsidiary, at 
      the acquisition date, regardless of whether or not they were recorded in the 
      financial statements of the subsidiary prior to acquisition.  On initial 
      recognition, the assets and liabilities of the subsidiary are included in the 
      consolidated balance sheet at their fair values, which are also used as the 
      bases for subsequent measurement in accordance with the Group accounting 
      policies.  Goodwill is stated after separating out identifiable intangible 
      assets.  Goodwill represents the excess of acquisition cost over the fair value 
      of the Group's share of the identifiable net assets of the acquired subsidiary 
      at the date of acquisition.  Acquisition costs are written off as incurred. 
 
      Investments in associates are initially recognised at cost and subsequently 
      accounted for using the equity method. Any goodwill or fair value adjustment 
      attributable to the Group's share in the associate is not recognised separately 
      and is included in the amount recognised as investment in associate. The 
      carrying amount of the investment in associates is increased or decreased to 
      recognise the Group's share of the profit or loss and other comprehensive 
      income of the associate, adjusted where necessary to ensure consistency with 
      the accounting policies of the Group. Unrealised gains and losses on 
      transactions between the Group and its associates are eliminated to the extent 
      of the Group's interest in those entities. Where unrealised losses are 
      eliminated, the underlying asset is also tested for impairment 
 
      Revenue recognition 
 
      Revenue is measured at the fair value of the consideration received or 
      receivable and represents amounts from the sales of goods provided in the 
      normal course of business, net of value added tax and discounts, and is 
      recognised when the significant risks and rewards of ownership of the product 
      have been transferred to a third party.  In the case of sale or return 
      transactions, revenue is only recognised when, and only to the level that, 
      risks and rewards are transferred. 
 
      Revenue is the invoiced value of goods and services supplied and excludes VAT 
      and other sales-based taxes. 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
2     Significant accounting policies (continued) 
 
      Finance costs / investment revenue 
 
      Borrowing costs are recognised as an expense when incurred. 
 
      Investment revenue is recognised as the Group becomes entitled to such 
      revenue.  Dividends are accounted for on receipt thereof. 
 
      Property, plant and equipment - General 
 
      Plant and equipment is stated at cost less accumulated depreciation and any 
      accumulated impairment losses. 
      Depreciation is provided on all tangible assets to write off the cost less 
      estimated residual value of each asset over its expected useful economic life 
      on a straight-line basis at the following annual rates: 
      ·      Plant and Equipment - between 5 per cent and 25 per cent 
      All assets are subject to annual impairment reviews. 
 
      Inventories 
 
      Inventories are stated at the lower of cost and net realisable value. 
 
      Financial instruments 
 
      Financial assets and financial liabilities are recognised on the Group and 
      Company's statement of financial position when the Group or Company becomes a 
      party to the contractual provisions of the instrument. 
 
      The Company's activities give rise to some exposure to the financial risks of 
      changes in interest rates and foreign currency exchange rates.  The Company has 
      no borrowings and is principally funded by equity, maintaining all its funds in 
      bank accounts. 
 
      Financial assets 
 
      Financial assets are classified into the following specified categories; 
      financial assets "at fair value through profit or loss" (FVTPL), "held to 
      maturity" investments, "available for sale" (AFS) financial assets and "loans 
      and receivables".  The classification depends on the nature and purpose of the 
      financial assets and is determined at the time of initial recognition. 
 
      Available for sale financial assets 
 
      Available-for-sale financial assets are non-derivative financial assets that 
      are either designated to this category or do not qualify for inclusion in any 
      of the other categories of financial assets. The Group's available-for-sale 
      financial assets include listed securities. These available-for-sale financial 
      assets are measured at fair value. Realised and unrealised Gains and losses are 
      recognised in the income statement. Interest calculated using the effective 
      interest method and dividends are recognised in the income statement within 
      investment income. 
 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
2     Significant accounting policies (continued) 
 
      Equity 
 
      Share capital is determined using the nominal value of shares that have been 
      issued. 
 

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DJ AfriAg Global Plc Results for the Year Ended 31 -5-

      The share premium account represents premiums received on the initial issuing 
      of the share capital.  Any transaction costs associated with the issuing of 
      shares are deducted from share premium, net of any related income tax benefits. 
 
      The share-based payment reserve represents the cumulative amount which has been 
      expensed in the income statement in connection with share based payments, less 
      any amounts transferred to retained earnings on the exercise of share options. 
 
      Foreign currency reserve represents the exchange translation gains/(losses) on 
      converting overseas subsidiaries. 
 
      Retained earnings include all current and prior period results as disclosed in 
      the income statement. 
 
      Cash and cash equivalents 
 
      Cash and cash equivalents includes cash in hand, deposits held at call with 
      banks, and bank overdrafts.  Bank overdrafts are shown within current 
      liabilities on the balance sheet. 
 
      Financial liabilities 
 
      Financial liabilities are obligations to pay cash or other financial assets and 
      are recognised when the Group becomes a party to the contractual provisions of 
      the instrument. 
 
      All financial liabilities initially recognised at fair value less transaction 
      costs and thereafter carried at amortised cost using the effective interest 
      method, with interest-related charges recognised as an expense in finance cost 
      in the income statement.  A financial liability is derecognised only when the 
      obligation is extinguished, that is, when the obligation is discharged or 
      cancelled or expires. 
 
      Trade payables 
 
      Trade payables are non-interest-bearing and are initially measured at fair 
      value and thereafter at amortised cost using the effective interest rate. 
 
      Taxation 
 
      The tax expense represents the sum of the tax currently payable and deferred 
      tax. 
 
      The tax currently payable is based on taxable profit for the period.  Taxable 
      profit differs from the net profit as reported in the income statement because 
      it excludes items of income or expense that are taxable or deductible in other 
      periods and it further excludes items that are never taxable or deductible. 
      The Group's liability for current tax is calculated using tax rates that have 
      been enacted or substantively enacted by the balance sheet date. 
 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
2     Significant accounting policies (continued) 
 
      Provisions 
 
      Provisions are recognised when the Group has a present obligation as a result 
      of a past event, it is probable that the Group will be required to settle that 
      obligation and a reliable estimate can be made of the amount of the 
      obligation.  The amount recognised as a provision is the best estimate of the 
      consideration required to settle the present obligation at the balance sheet 
      date, taking into account the risks and uncertainties surrounding the 
      obligation 
 
      Share based payments 
 
      The Company issues equity-settled share-based benefits to employees.  All 
      equity-settled share-based payments are ultimately recognised as an expense in 
      profit or loss with a corresponding credit to reserves. 
 
      Share-based payments relating to the subsidiary company increase the carrying 
      value of the investment in the subsidiary and are included in the loss on 
      disposal of the subsidiary. 
 
      If vesting periods or other non-market vesting conditions apply, the expense is 
      allocated over the vesting period, based on the best available estimate of the 
      number of share options expected to vest.  Estimates are subsequently revised 
      if there is any indication that the number of share options expected to vest 
      differs from previous estimates.  Any cumulative adjustment prior to vesting is 
      recognised in the current period.  No adjustment is made to any expense 
      recognised in prior periods if share options ultimately exercised are different 
      to that estimated on vesting. 
 
      Upon exercise of any share options the proceeds received net of attributable 
      transaction costs are credited to share capital, and where appropriate share 
      premium. 
 
3     Critical accounting judgements and key sources of estimation uncertainty 
 
      In the process of applying the Group's accounting policies, as described in 
      note 2, management has made the following judgements that have the most 
      significant effect on the amounts recognised in the financial statements. 
 
      Valuation of share-based payments to employees 
 
      The Company estimates the expected value of share-based payments to employees 
      and this is charged through the income statement over the vesting period.  The 
      fair value is estimated using the Black Scholes valuation model which requires 
      a number of assumptions to be made such as level of share vesting, time of 
      exercise, expected length of service and employee turnover and share price 
      volatility.  This method of estimating the value of share-based payments is 
      intended to ensure that the actual value transferred to employees is provided 
      for by the time such payments are made. 
 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
4     Segmental information 
 
      An operating segment is a distinguishable component of the Group that engages 
      in business activities from which it may earn revenues and incur expenses, 
      whose operating results are regularly reviewed by the Group's chief operating 
      decision maker to make decisions about the allocation of resources and 
      assessment of performance and about which discrete financial information is 
      available. 
 
      The chief operating decision maker has defined that the Group's only reportable 
      operating segments during the period are the agriculture and logistics sector, 
      and the parent company/investment. 
 
      Subject to further acquisitions the Company expects to further review its 
      segmental information during the forthcoming financial year. 
 
      The Group has generated revenues from external customers during the period of GBP 
      2,217,000 (2018: GBP2,236,000), and GBPnil (2018: GBPnil) revenue is from management 
      fees to the associate company. 
 
      In respect of the total assets of GBP1,281,000 (2018: GBP2,748,000), GBP1,218,000 
      (2018: GBP128,000) arise in the parent company, and GBPnil (2018: GBP2,620,000) arise 
      in South Africa as a result of the disposal of the South African subsidiaries. 
 
5     Operating loss 
                                                                    Year to 31    Year to 31 
 
                                                                      Dec 2019      Dec 2018 
 
                                                                         GBP'000         GBP'000 
 
      Operating loss is stated after charging: 
 
      Wages and salaries                                                    76            27 
 
      Depreciation                                                           1             3 
 
      Currency losses                                                       13             1 
 
      Audit fees                                                            11            12 
 
      Included in share options is GBPnil (2018 - GBPnil) relating to directors. 
 
      In addition to auditors' remuneration shown above, the auditors received the 
      following fees for non-audit services. 
 
                                                                        2019            2018 
 
                                                                       GBP'000           GBP'000 
 
      Other financial advisory services                                    -               - 
 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
6     Directors' emoluments                                        2019         2018 
 
                                                                  GBP'000        GBP'000 
 
      Fees and benefits                                             112          114 
 
      The Parent Company has no other directly employed personnel. 
 
                                       Fees and       Share based 
 
                                       salaries          payments              Total 
 
      2019                                GBP'000             GBP'000              GBP'000 
 
      D Lenigas                              36                 -                 36 
 
      A Samaha *                              4                 -                  4 
 
      D Strang                               36                 -                 36 
 
      H Harris                               36                 -                 36 
 
                                            112                 -                112 
 
      2018                                GBP'000             GBP'000              GBP'000 
 
      D Lenigas                              36                 -                 36 
 
      A Samaha                                6                 -                  6 
 
      D Strang                               36                 -                 36 
 
      H Harris                               36                 -                 36 
 
                                            114                 -                114 
 
      (*) - A Samaha resigned as a director on 9 August 2019. 
 
      The Directors' fees totalling GBP494,000 that have been accrued and remain 
      unpaid as at 31 December 2019 all relate to the current and previous years 

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DJ AfriAg Global Plc Results for the Year Ended 31 -6-

      unpaid fees. (2018: GBP428,000). 
 
7     Investment income                                        Year to 31 Year to 31 
 
                                                                 Dec 2019   Dec 2018 
 
                                                                    GBP'000      GBP'000 
 
      Interest received                                                 1          3 
 
      (Loss) on sale of AFS investments                                 -       (22) 
 
      (Loss) on market value revaluation at 31 December              (23)       (32) 
 
      Total investment income                                        (22)       (51) 
 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
8     Finance costs                                           Year to 31  Year to 31 
 
                                                                Dec 2019    Dec 2018 
 
      Interest paid                                                    4           - 
 
9     Taxation                                                Year to 31  Year to 31 
 
                                                                Dec 2019    Dec 2018 
 
                                                                   GBP'000       GBP'000 
 
      Total current tax                                                -           - 
 
      The actual tax charges for the period differs from the standard rate 
      applicable in the UK of 19% (2018 - 19%) for the reasons set out in the 
      following reconciliation: 
 
                                                                    2019        2018 
 
                                                                   GBP'000       GBP'000 
 
      Loss on ordinary activities before tax                     (2,480)       (318) 
 
      Tax thereon @ rates above                                    (471)        (60) 
 
      Factors affecting charge for the period: 
 
      Losses arising in territories where no tax is charged        (471)          60 
 
      Current tax charge for the period                                -           - 
 
10    Loss per share 
 
                                                                    2019        2018 
 
      The calculation of loss per share is based on the loss       GBP'000       GBP'000 
      after taxation divided by the weighted average number 
      of shares in issue during the period: 
 
 
      Net loss after taxation (GBP000's)                           (2,480)       (318) 
 
      Number of shares 
 
      Weighted average number of ordinary shares for the 
      purposes of basic loss per share (millions)                  25.41       15.93 
 
      Basic and diluted loss per share (expressed in pence)       (9.76)       (1.7) 
 
      The year to 31 December 2019 reflects the share consolidation of 27 November 
      2019 of 100:1, with the prior year re-stated for comparison accordingly. 
 
      As inclusion of the potential ordinary shares would result in a decrease in 
      the earnings per share they are considered to be anti-dilutive, as such, a 
      diluted earnings per share is not included. 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
11    Property, plant & equipment - Group                                     Total PPE 
 
                                                                                  GBP'000 
 
      Costs 
 
      At 1 January 2018                                                               9 
 
      Additions                                                                       3 
 
      At 31 December 2018                                                            12 
 
      At 1 January 2019                                                              12 
 
      Additions                                                                       - 
 
      Disposed with subsidiaries                                                   (12) 
 
      At 31 December 2019                                                             - 
 
      Depreciation & impairment 
 
      At 1 January 2018                                                               4 
 
      Additions                                                                       3 
 
      At 31 December 2018                                                             7 
 
      At 1 January 2019                                                               7 
 
      Additions                                                                       1 
 
      Disposed with subsidiaries                                                    (8) 
 
      At 31 December 2019                                                             - 
 
      Net Book Values 
 
      At 31 December 2019                                                             - 
 
      At 31 December 2018                                                             5 
 
      Impairment Review 
      At 31 December 2019, the directors have carried out an impairment review and 
      have considered that no impairment is required. 
 
 
 
12     Investments in subsidiaries - Company 
 
                                                                     31 December  31 December 
 
                                                                            2019         2018 
 
                                                                           GBP'000        GBP'000 
 
       Cost and net book value 
 
       At 1 January                                                            -            - 
 
       Additions                                                               -            - 
 
       Disposals (See Note 22)                                                 -            - 
 
       At 31 December                                                          -            - 
 
       All of the Company's following subsidiary undertakings held directly or 
       indirectly by the Company during the year were disposed of on 30 November 2019, 
       or as noted below (See Note xx): 
 
       Name                  Country of           Proportion of voting  Nature of business 
                             incorporation        rights and ordinary 
                                                  share capital held 
                                                  voting right 
 
       AfriAg Limited        England              100%                  Holding Company 
 
       Afriag International  England              100%                  Dissolved on 24 
       Limited                                                          December 2019 
 
       AfriAg Limited        BVI                  100%                  Dormant Company 
 
       Afriag Holdings (Pty) South Africa         100%                  Holding Company 
       Limited 
 
       Afriag Marketing      South Africa         100%                  Marketing Company 
       (Pty) Limited 
 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
13    Investment in associate - Group                              31 December     31 December 
 
                                                                          2019            2018 
 
                                                                         GBP'000           GBP'000 
 
      At 1 January                                                       1,687           1,590 
 
      Addition at cost                                                       -               - 
 
      Share of associate result                                            (2)              97 
 
      Disposal of associate (See Note 22)                              (1,685)               - 
 
      Carrying value at 31 December                                          -           1,687 
 
      The Group's share of results of its associate, which is unlisted, and its 
      aggregated assets and liabilities at the date of disposal of 30 November 2019, 
      is as follows: 
 
      Name       Country of      Assets    Liabilities   Revenues   Profit/(Loss)   % interest 
                 incorporation                                                            held 
 
                               As at 30 November 2019    9 months to 30 November 2019 
 
      AfriAg     South Africa   GBP4,483,000  GBP4,199,000   GBP8,931,000        GBP4,000           40 
      (Pty) Ltd 
 
      AfriAg (Pty) Limited's year end is 28 February. 
 
 
 
 
14   Available-for-sale investments - Group & Company  31 December 31 December 
 
                                                              2019        2018 
 
     Current Assets - Listed investments                     GBP'000       GBP'000 
 
     At 1 January - market value                                30           1 
 
     Disposals during the period                                 -         (1) 
 
     Purchases during the period                             1,160          62 
 
     (Loss) on disposal of investments                           -        (22) 
 
     Transfers to income statement                               -          22 
 
     Movement in market value                                 (23)        (32) 
 
     At 31 December - market value                           1,167          30 
 
     Represented by; 
 
     Listed securities                                           7          30 
 
     Unlisted securities                                     1,160           - 
 
                                                             1,167          30 
 
     Available-for-sale investments comprise investments in listed and 
     unlisted securities which are traded on stock markets throughout the 
     world, and are held by the Group as a mix of strategic and short term 
     investments. 
 
     Income from these investments was GBPnil for dividends received for the 
     year to 31 December 2019. (2018: GBPnil) 
 
 
 

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DJ AfriAg Global Plc Results for the Year Ended 31 -7-

15    Inventories - Group                                      31 December  31 December 
 
                                                                      2019         2018 
 
                                                                     GBP'000        GBP'000 
 
      Goods & Packaging                                                  -            - 
 
      Total                                                              -            - 
 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
16  Trade and other receivables                   31 December 2019      31 December 2018 
 
                                                  Group    Company      Group    Company 
                                                  GBP'000      GBP'000      GBP'000      GBP'000 
 
    Current trade and other receivables 
 
    Trade receivables                                 -          -        219          3 
 
    Other debtors                                     5          5        585         10 
 
    Loan to related party company                     -          -        117        117 
 
    Prepayments & accrued income                     11         11          4          4 
 
    Total                                            16         16        925        134 
 
 
    Non-Current trade and other receivables 
 
    Loans due from subsidiaries                       -          -          -      1,836 
 
    Total                                             -          -          -      1,836 
 
 
    Loans due from subsidiaries and related party totalling GBP1,953,000 were written 
    off on the disposal of the subsidiaries on 30 November 2019. 
 
 
 
17    Trade and other payables              31 December 2019        31 December 2018 
 
                                            Group    Company       Group     Company 
                                            GBP'000      GBP'000       GBP'000       GBP'000 
 
      Current trade and other payables 
 
      Trade creditors                          13         13         215           9 
 
      Other creditors                           1          1         152           3 
 
      Accruals                                511        511         477         446 
 
      Total                                   525        525         844         458 
 
 
 
18    Share capital                                                  Ordinary    Nominal 
 
                                                                       Shares      Value 
 
      Ordinary shares of 0.1p each                                     Number      GBP'000 
 
      Allotted, called up and fully paid 
 
      At 31 December 2017                                       1,461,001,037      1,461 
 
      On 12 July 2018 - 300 million shares issued at 0.1p per     300,000,000        300 
      share 
 
      At 31 December 2018                                       1,761,001,037      1,761 
 
      On 16/05/2019 - 300 million shares issued at 0.01p per      300,000,000        300 
      share 
 
      On 29/05/2019 - 700 million shares issued at 0.01p per      700,000,000        700 
      share 
 
      On 21/06/2019 - 250 million shares issued at 0.01p per      250,000,000        250 
      share 
 
      On 14/11/2019 - 160 million shares issued at 0.01p per      160,000,000        160 
      share 
 
      Pre - consolidation 100:1 (see below)                     3,171,001,037      3,171 
 
      Post - consolidation shares - Ordinary shares of 10p         31,710,011      3,171 
      each 
 
      At 31 December 2019                                          31,710,011      3,171 
 
 
Notes to the financial statements (continued) 
 
_________________________________________________________________________________________ 
 
18   Share capital (continued) 
 
     Shares issued during the year ended 31 December 2019: 
     300 million shares were issued by the Company, by way of a placing on 16 May 
     2019 for cash at a price of 0.1p per share. 
 
     700 million shares were issued by the Company, by way of a placing on 29 May 
     2019 for cash at a price of 0.1p per share. 
 
     250 million shares were issued by the Company, by way of a placing on 26 June 
     2019 for cash at a price of 0.1p per share. 
 
     160 million shares were issued by the Company, by way of a placing on 14 
     November 2019 for cash at a price of 0.1p per share. 
 
     On 27 November 2019 at a General Meeting of the Company it was approved that 
     the Ordinary Shares were consolidated on the basis of 1 new Ordinary Share with 
     the nominal value of GBP0.10 for every 100 Ordinary shares held with a nominal 
     value of GBP0.001. 
 
     Shares issued during the year ended 31 December 2018: 
     300 million shares were issued by the Company, by way of a placing on 12 July 
     2018 for cash at a price of 0.001p per share during the year to 31 December 
     2018 
 
       Warrants in issue 
 
       As at 31 December 2019, nil warrants (2018: nil) remain outstanding. No 
       warrants were issued, exercised, or lapsed during the year ended 31 December 
       2019 (2018: nil). 
 
       Share Options 
 
       The Company has as at 31 December 2019, 1,190,000 (2018: 129,000,000 pre 
       consolidation) share options issued through its share schemes. During the year 
       nil options were issued (2018: nil), no options were exercised (2018: nil), nil 
       options were cancelled (2018: nil) 100,000 options lapsed (2018: nil). 
 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
19   Share based payments 
 
     A modified Black-Scholes model has been used to determine the fair value of the 
     share options on the date of grant.  The fair value is expensed to the income 
     statement on a straight-line basis over the vesting period, which is determined 
     annually.  The model assesses a number of factors in calculating the fair 
     value.  These include the market price on the date of grant, the exercise price 
     of the share options, the expected share price volatility of the Company's 
     share price, the expected life of the options, the risk- free rate of interest 
     and the expected level of dividends in future periods. 
     As disclosed in note 5 the share option charge for the period was GBPnil (2018- GBP 
     nil). On the lapse of the 100,000 share options, GBP151,000 was transferred from 
     the share based payment reserve to retained earnings by way of an equity 
     reserve transfer. 
 
     The options currently in issue are detailed below: 
 
     Exercise Grant     Expiry    31 December  Granted    Expired        31     Weighted 
     Price    Date      Date         2018                             December  average 
                                                                        2019    exercise 
                                                                                 price 
 
     Summary of options 
 
     GBP0.10    07/12/    31/12/        690,000         -            -    690,000    GBP0.10 
              2012      2020 
 
     GBP0.25    01/07/    31/12/        500,000         -            -    500,000    GBP0.25 
              2016      2020 
 
     GBP0.30    12/08/    31/12/        100,000         -    (100,000)          -    GBP0.30 
              2016      2019 
 
                                    1,290,000         -            -  1,190,000    GBP0.21 
 
     The above table represents the post ordinary share consolidation options, on 
     the basis of 100:1. 
 
 
 
20    Financial instruments 
 
      The Group's financial instruments comprise cash at bank and payables which 
      arise in the normal course of business.  It is, and has been throughout the 
      period under review, the Group's policy that no speculative trading in 
      financial instruments shall be undertaken.  The Group has been solely equity 
      funded during the period.  As a result, the main risk arising from the Group's 
      financial instruments is currency risk. 
 
      Details of the significant accounting policies and methods adopted, including 
      the criteria for recognition, the basis of measurement and the basis on which 
      income and expenses are recognised, in respect of each class of financial 
      asset, financial liability and equity instrument are disclosed in note 2 of the 
      accounts. 
 
                                                                          2019         2018 
 
                                                                         GBP'000        GBP'000 
 
      Financial assets (current) 
 
      Trade receivables                                                      -          219 
 
      Cash and cash equivalents                                             98          101 
 
      Financial liabilities (current) 
 
      Trade payables                                                        13          215 
 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
20    Financial instruments (continued) 
 
      Interest rate risk and liquidity risk 
      The Group is funded by equity, maintaining all its funds in bank accounts.  The 
      Group's policy throughout the period has been to minimise the risk of placing 
      available funds on short term deposit.  The short-term deposits are placed with 
      banks for periods up to 1 month according to funding requirements. 
 
      The Group had no undrawn committed borrowing facilities at any time during the 
      period. 
 
      Currency risk 
      The group was directly exposed to currency risk of its subsidiaries, as they 
      were based in South Africa, and exposed to movement against the South African 
      Rand as their assets, liabilities, revenue and expenditure are denominated 

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DJ AfriAg Global Plc Results for the Year Ended 31 -8-

      therein (This exposure is now immaterial since the disposal of the subsidiaries 
      during the year).  The parent company is denominated in pound sterling. 
 
      Market risk 
      The group and company's current exposure to market risk in relation to its AFS 
      investments, which are listed on stock markets throughout the world. 
 
      Fair values 
      Cash and cash equivalents (which are presented as a single class of assets on 
      the face of the balance sheet) comprise cash held by the company with an 
      original maturity of three months or less.  The carrying amount of these assets 
      approximates their fair value. 
 
      The directors consider there to be no material difference between the book 
      value of financial instruments and their values at the balance sheet date. 
 
21    Related party transactions 
 
      Transactions between the Company and its subsidiaries, which are related 
      parties, have been eliminated on consolidation and are not disclosed in this 
      note. Transactions between other related parties are discussed below. 
 
      During the prior year to 31 December 2018, the parent company granted an 
      interest free, repayable on demand loan of GBP117,000 to Afriag Global (Pty) Ltd, 
      a South African company related to the parent by virtue of common Directors' 
      (with the group's subsidiaries) in South Africa. No loans were advanced to 
      subsidiaries or related parties during the year ended 31 December 2019. 
 
      All loans to subsidiaries and related parties as detailed above were 
      written-off on the disposal of the Group's subsidiaries on 30 November 2019, 
      totalling GBP1,953,000. 
 
      Remuneration of Key Management Personnel 
 
      The remuneration of the Directors and other key management personnel of the 
      Group are set out below in aggregate for each of the categories specified in 
      IAS24 Related party Disclosures. 
 
                                                                         2019           2018 
 
                                                                        GBP'000          GBP'000 
 
      Short-term employee benefits                                        112            114 
 
      Share-based payments                                                  -              - 
 
                                                                          112            114 
 
 
Directors' fees totalling GBP494,000 that have been accrued and remain unpaid as 
at 31 December 2019 all relate to the current and previous years unpaid fees. 
(2018: GBP428,000). 
 
Notes to the financial statements (continued) 
 
__________________________________________________________________________________________ 
 
22    Business Combination - Disposal of Subsidiaries 
 
      On 30 November 2019, the Company completed the disposal of all of its 
      subsidiaries as disclosed in Note 12, including its holding in the associate 
      company as detailed in Note 13, for a nominal GBP1 consideration. The results of 
      the subsidiaries and associate are reported in the current period in the 
      consolidated statement of comprehensive income. Financial information relating 
      to the disposal is set out below. 
 
                                                                       2019 
 
      Consideration received or receivable;                           GBP'000 
 
      Cash                                                                - 
 
      Total disposal consideration                                        - 
 
      Carrying amount of net assets sold                                360 
 
      (Loss) on sale before income tax and reclassification of        (360) 
      foreign currency translation reserve 
 
      Reclassification of foreign currency translation reserve           14 
      & current year FX translation 
 
      Income tax expense on gain                                          - 
 
      (Loss) on sale after income tax                                 (346) 
 
      On disposal the Company wrote off loans which had been previously advanced to 
      the subsidiaries during the period of ownership. The total amount of GBP1,953,000 
      has been written off through the Consolidated statement of comprehensive income 
      during the year. 
 
23    Capital Commitments & Contingent Liabilities 
 
 
      There are no non-cancellable capital commitments as at the balance sheet date. 
      The Group has no contingent liabilities at the balance sheet date. 
 
24    Ultimate control 
 
 
      The Company has no individual controlling party. 
 
25    Events after the end of reporting period 
 
 
      There are no events after the end of the reporting period to disclose. 
 
26    Profit and loss account of the parent company 
 
 
      As permitted by s408 of the Companies Act 2006, the profit and loss account of 
      the parent company has not been separately presented in these accounts. The 
      parent company loss for the year was GBP2,182,000 (2018: GBP264,000). 
 
 
 
END 
 

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