Final Results

Acceler8 Ventures Plc (LSE: AC8) has today published its Annual Report and Financial Statements for the period ended 31 December 2023 (the "Annual Report").

In accordance with Listing Rule 9.6.1 copies of the Annual Report have been submitted to the FCA and will shortly be available to view on the Company's website at https://acceler8.ventures and for inspection from the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

I am pleased to present the financial results for Acceler8 Ventures Plc ("AC8", the "Company") and its subsidiary (together the "Group") for the year ended 31 December 2023.

Since establishing the Company we have reviewed a number of opportunities. We like to spend time getting to know the key people within our target companies as well as spending time understanding the business in order that we can make a proper contribution to its development going forward. We prefer to take our time to be thorough rather than rush into a deal for the sake of getting one done and this might be frustrating for investors expecting action.

Markets in the last few years have been shocking for smaller companies but there are signs that things are stirring, and we have definitely seen an uptick in opportunities to consider these past few months.

I thank our shareholders for their support and patience and very much hope that during the course of this year that we will be in a position to present a good opportunity for investors to consider.

David Williams

Chairman

Report of the Directors

The Directors of the Company present their report for the year ended 31 December 2023.

PRINCIPAL ACTIVITY AND BUSINESS REVIEW

For the financial year ended 31 December 2023, the Group and Company's principal activities were that of a holding group and company, respectively. The Group and Company have actively pursued their strategy through the sourcing and assessment of acquisition and investment opportunities across gaming, media and entertainment, software and technology, industrials and business services sectors.

RESULTS

During the year, AC8 recorded a loss of £55,236 (2022: loss of £185,117) and the loss per share was £0.07 (2022: loss per share of £0.25), reflecting moderate monthly operating expenses of the Group. The Group and Company had cash reserves at the end of the year of £160,441 (2022: £244,948), and net assets of £113,802 (2022: £168,725) and £113,735 (2022: £168,658) respectively.

DIVIDENDS

FUTURE DEVELOPMENTS

KEY PERFORMANCE INDICATORS

The Board continues to focus on maximising shareholder value through pursuing its acquisition strategy.

As such, the Board will identify and develop appropriate key performance indicators after an acquisition has been completed.

GOING CONCERN

The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have adequate working capital to execute their operations over the next 12 months (the "going concern period"). The Group and Company's unaudited cash balance as at 12 April 2024 was £112,117. Excluding the consummation of any investment or acquisition which will likely require specific funding, the Group and Company have adequate resources available to fund the on-going forecast operating expenses during the going concern period as a result of the Group and the Company's current unaudited cash balance, as well as the provision of a letter of financial support provided by the Directors to the Group. Having also performed additional stress testing on the forecasts, the Directors are comfortable there are also sufficient mitigating actions on the incurring of expenditure within the business that could be taken, to ensure the business can meet its ongoing liabilities as they fall due. The Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements (see Note 2).

RISK MANAGEMENT

As the Company had not completed an investment or acquisition in the year, it has limited financial statements and/or historical financial data, and limited trading history. As such, the Company during the year was subject to the risks and uncertainties associated with an early-stage acquisition company, including the risk that the Company will not achieve its investment objectives and that the value of any investment or acquisition could decline and may result in the partial or complete loss of capital invested. The past performance of investee companies or assets managed by the Directors will not necessarily be a guide to future business, results of operations, financial condition or prospects of the Company.

In order to mitigate against these risks, the Directors continue to undertake thorough due diligence on investment opportunities and acquisition targets, to a level considered reasonable and appropriate by the Company on a case-by-case basis, including the potential commissioning of third-party specialist reports as appropriate. Following completion of any investment or acquisition, it is intended that any investments or assets will be overseen by the Directors and assisted by the Company's professional advisers.

Financial Risk Management

The Directors consider the Group to be exposed to the following financial risks:

• Price risk: the price paid for securities is subject to market movement that may have an impact on the operations of the Group when raising finance;
• Cash flow interest rate risk: the Group has cash balances which exposed it to movement in the market interest rates; and
• Liquidity risk: the Group manages its cash requirements through detailed forecasting and planning for the amount and timing of payments and receipts of interest income, to ensure cash resources are available when required.

Non-financial Risk Management

The non-financial risk factors for the year ended 31 December 2023 did not materially change from those set out in AC8's Prospectus dated 14 July 2021.

GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY

POLITICAL CONTRIBUTIONS

The Company has made no political contributions during the year.

CHARITABLE DONATIONS

The Company has made no charitable donations during the year.

POST BALANCE SHEET EVENTS

There have been no post balance sheet events. See Note 21.

SHARE CAPITAL

Details of the Company's share capital is set out in Note 16. The Company's share capital consists of one class of ordinary share, which does not carry rights to fixed income. As at 31 December 2023, there were 750,000 ordinary shares of 1p par value each in issue.

SIGNIFICANT SHAREHOLDERS

As at 12 April 2024, the Directors in aggregate held 375,000 ordinary shares, which represents 50.0 per cent. of the Company's issued share capital.

COMPANY DIRECTORS

The Directors during the year and summaries of their experience are set out below.

David Williams Non-Executive Chairman (aged 71)

David has over 39 years' experience in investment markets, serving as Chairman in executive and non-executive capacities for a number of public and private companies. He has overseen the development of these companies, raising in excess of £1 billion of capital to support both organic and acquisitive growth initiatives.

David was the original founder of Marwyn Capital LLP, the award-winning investment management company. David was also formerly Chairman of Entertainment One Ltd. (LSE: ETO), Zetar plc, and Oxford BioDynamics Plc (AIM: OBD), and Non-Executive Director of Breedon Group plc (LSE: BREE). He currently serves as Non-Executive Chairman of the AIM-quoted cyber security business, Shearwater Group plc (AIM: SWG) and Main Market listed Red Capital Plc (LSE: REDC) and is a Non-Executive Director of Bay Capital Plc (LSE: BAY).

Giles Willits Non-Executive Director (age 57)

Giles has more than 21 years' experience in senior leadership and financial roles in multiple household name businesses. He was recently appointed Chief Investment Officer of Intuitive Investments Group plc (LSE: IIG), an investment company concentrating on fast growing and/or high potential technology and life sciences businesses. Prior to this, Giles was Chief Financial Officer and board director of IG Design Group plc (AIM: IGR), the world's largest consumer gift packaging organisation.

Previously Giles was Chief Financial Officer of Entertainment One Ltd. (LSE: ETO), having joined prior to its admission to trading on AIM in 2007, during which time the business grew organically and through acquisitions to a market capitalisation of over £1 billion, becoming a FTSE250 premium listed organisation. He was also formerly Director of Group Finance at J Sainsbury plc and qualified as a chartered accountant at PricewaterhouseCoopers.

During his extensive career, Giles has completed numerous corporate acquisitions as part of buy-and-build strategies, acquiring private and publicly listed companies, stepping companies up from AIM to the Main Market, as well as leading on equity and debt financings in support of organic growth and acquisition activity.

375,000

DIRECTORS REMUNERATION

The Chairman and Non-Executive Director are each entitled to fees of £20,000 each per annum for their respective roles within the Company, as per their service agreements entered into on 13 July 2021. There are no other benefits paid to Directors outside of their service fees, save for ordinary course reimbursable expenses properly incurred in the performing of their duties as Directors. The Company does not operate a pension scheme.

31 December

In addition to the Directors' fee entitlements outlined above, the Directors are also participants in the Subco Incentive Scheme as detailed below.

SUBCO INCENTIVE SCHEME

On 27 May 2021, the Group created a new Subco Incentive Scheme within its wholly owned subsidiary Acceler8 Ventures Subco Limited. Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares at the election of the Company.

On 27 May 2021, David Williams, Chairman of the Company, Giles Willits, a Non-Executive Director of the Company, and Kathleen Long and Anthony Morris, Directors of Tessera Investment Management Limited ("Tessera"), became the first participants in the Subco Incentive Scheme ("Founder Participants"), and as such, the proportion of Shareholder Value attaching to the Subco Incentive Scheme is 2.9 per cent. of a total cap of 15 per cent.

The Founder Participants and their respective holdings are outlined below.

Subco

29,000

There were no new incentives granted under the Subco Incentive Scheme during 2023.

CORPORATE GOVERNANCE

As a Jersey company and a company with a Standard Listing on the London Stock Exchange, the Company is not required to comply with the provisions of the UK Corporate Governance Code 2018. Furthermore, there is no applicable regime of corporate governance to which the directors of a Jersey company must adhere over and above the general fiduciary duties and duties of care, skill and diligence imposed on such directors under Jersey law. Notwithstanding this, the Directors are committed to maintaining high standards of corporate governance and will be responsible for carrying out the Company's objectives and implementing its business strategy.

All investment, acquisition, divestment and other strategic decisions are considered and determined by the Board. At present, the Board reviews investment and acquisition opportunities on an as required basis, and meets regularly with its Strategic Advisor to discuss possible inorganic growth opportunities, as well as monitor deal flow and investment and acquisitions in progress, and review the Company's strategy to ensure that it remains aligned to the delivery of shareholder value. Those investment and acquisition opportunities that are assessed by the Board (with support from its Strategic Advisor) are considered in light of the investment and acquisition criteria as detailed in the Company's Admission Document. In addition, as part of the investment and acquisition screening process, the Company will augment Board and Strategic Advisor capability on a case by case basis as required with industry and operating partner input, where deep domain expertise can be accessed. The Board provides leadership within a framework of prudent and effective controls. The Board has established the corporate governance values of the Company and has overall responsibility for setting the Company's strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.

In this regard, the Board, so far as is practicable given the Company's size and stage of its development, has voluntarily adopted the QCA Code as its chosen corporate governance framework. There are certain provisions of the QCA Code which the Company will not adhere to currently, and their adoption will be delayed until such time as the Directors believe it is appropriate to do so. It is anticipated that this will occur concurrently with the Company's first material investment or acquisition.

• the publication of KPIs;
• the development of a corporate and social responsibility policy; and
• an enhanced risk management and governance framework tailored to the operating assets and strategic direction of the enlarged entity.

ROLE OF THE BOARD

The Group does not have a separate investing committee and therefore the Board as a whole will be responsible for sourcing acquisitions and ensuring that opportunities are in conformity with the Group's strategy.

INTERNAL CONTROLS

The Board reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment. No significant deficiencies have come to light during the year and no weaknesses in internal financial control have resulted in any material losses, or contingencies which would require disclosure, as recommended by the guidance for Directors on reporting on internal financial control.

BOARD EVALUATION

EXTERNAL ADVISERS

The Board accessed the following external advisers during the year and post the year end:

Mayer Brown International LLP and Ogier (Jersey) LLP - legal

Tessera Investment Management Limited - capital markets and M&A

JTC Plc - company secretarial, governance and regulatory filings

CONFLICTS OF INTEREST

RELATIONS WITH SHAREHOLDERS

The Chairman is the Group's principal spokesperson with investors, fund managers, the press and other interested parties. As well as the Annual General Meeting with shareholders, the other Director may give formal presentations at investor road shows following the announcement of interim and full year results.

Notice of this year's Annual General Meeting will shortly be sent to shareholders.

DISCLOSURE OF INFORMATION TO THE AUDITOR

So far as the Directors are aware, there is no relevant audit information of which the Group and Company's independent auditor is unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Group and Company's independent auditor is aware of that information.

The Directors confirm to the best of their knowledge that:

• the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and Company and the undertakings included in the consolidation taken as a whole;

INDEPENDENT AUDITOR

The independent auditor, MHA, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD

David Williams

Chairman

Statement of Directors' Responsibilities

Jersey Company law requires the directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the United Kingdom ("IFRS") and the Company financial statements in accordance with FRS 101 "Reduced disclosure Framework", the Financial Reporting Standard applicable in the UK. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that year.

In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;

The maintenance and integrity of the Group's website is the responsibility of the Directors. The work carried out by the independent auditors does not involve the consideration of these matters and, accordingly, the independent auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in Jersey governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2023

All activities in both the current and the prior period relate to continuing operations.

The notes below form part of these consolidated financial statements.

Consolidated Statement of Financial Position

As at 31 December 2023

David Williams

Chairman

The notes below form part of these consolidated financial statements.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2023

Share-

The notes below form part of these consolidated financial statements.

Consolidated Statement of Cash Flows

For the year ended 31 December 2023

As the Group does not have any financing liabilities outside of working capital and has no cashflows from financing activities in both periods presented, no separate net debt reconciliation has been presented within these consolidated financial statements.

The notes below form part of these consolidated financial statements.

Notes forming part of the Consolidated Financial Statements

For the year ended 31 December 2023

1 General information

The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded on the Main Market of the London Stock Exchange. The Company is the parent company of Acceler8 Ventures Subco Limited (a private company under the laws of Jersey with registered number 134587), and together form the "Group".

The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.

2 Material accounting policies

Basis of preparation

The consolidated financial statements are prepared on the historical cost basis.

The comparative figures presented cover the year ended to 31 December 2022.

• Basis of consolidation
• Functional and presentational currency
• Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Group and Company have adequate working capital to execute their operations over the next 12 months (the "going concern period"). The Group and Company's unaudited cash balance as at 12 April 2024 was £112,117. Excluding the consummation of any investment or acquisition, which will likely require specific funding, the Group and Company have adequate resources available to fund the on-going forecast operating expenses during the going concern period as a result of the Group and the Company's current unaudited cash balance, as well as the provision of a letter of financial support provided by the Directors to the Group. Having also performed additional stress testing on the forecasts, the Directors are comfortable there are also sufficient mitigating actions on the incurring of expenditure within the business that could be taken, to ensure the business can meet its ongoing liabilities as they fall due. The Directors, therefore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors have adopted the going concern basis of accounting in preparing the annual financial statements.

• Interest receivable
• Employee benefits
• Taxation
• Cash and cash equivalents
• Equity

Share capital is measured at the par value.

Share-based payment reserve includes the cumulative share-based payment charged to equity.

• Financial assets and liabilities
• Share-based payments
• Related party transactions
• Accounting standards issued
• IFRS 17 - Insurance Contracts

There were no other new accounting standards issued that have been adopted in the year.

Standards in issue but not yet effective

At the date of authorisation of these financial statements there were amendments to standards which were in issue, but which were not yet effective, and which have not been applied. The principal ones are detailed below. The Directors do not expect the adoption of these amendments to standards to have a material impact on the financial statements.

Effective for periods beginning on or after 1 January 2024:

• Amendment to IFRS 16 - Leases: Leases on sale and leaseback
• Amendment to IAS 1 - Presentation of Financial Statements: Non-current liabilities with covenants

Effective for periods beginning on or after 1 January 2025:

• Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability

3 Accounting estimates and judgements

In preparing the consolidated financial statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the consolidated financial statements with the exception of the valuation of share-based payments. Please see Note 19 for further details.

4 Employees

Staff costs, including Directors, consist of:

5 Directors' remuneration

The Company Directors are considered the only key management personnel and their remuneration was as follows:

Of the Directors' emoluments recognised in the current year, £40,000 relates to remuneration for qualifying services in the current year and £3,464 relates to remuneration for qualifying services in prior periods that have been recognised in the current year.

6 Operating loss

An amount of £99,980 recognised within the operating loss for the year relates to a payment received by the Company under a cost indemnity arrangement (the "Cost Indemnity") in place with a counterparty, over which a director of the Company has significant influence due to common directorships. Pursuant to the Cost Indemnity, the counterparty agreed to repay certain transaction expenses incurred by the Company in the event that an acquisition of the counterparty by the Company was not successfully concluded. This has resulted in an overall credit within the "professional services" category of administrative expenses in the year.

7 Adjusted earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA)

10 Earnings per share

Earnings per share ("EPS") is calculated by dividing the loss after tax for the year by the weighted average number of shares in issue for the year, these figures being as follows:

The address of the registered office of Acceler8 Ventures Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 25 March 2021.

12 Cash and cash equivalents

15 Financial instruments

The Group's financial assets and liabilities comprise cash and cash equivalents, other receivables and accruals. The carrying value of all financial assets and liabilities equals fair value given their short-term nature.

Financial assets measured at amortised cost

All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at the shareholders' meeting of the Company.

Following a sub-division and re-designation of share capital in 2021, the issued share capital of the Company included 198 deferred shares of a par value of £0.01 each. On 21 May 2021, in accordance with article 5B of the Articles, the Company redeemed for nil consideration the deferred shares. Any amounts standing to the credit of any nominal or share premium account relating to deferred shares that were redeemed were credited to a capital reserve of the Company (see Note 17) and are available for use in accordance with the Companies Law.

17 Reserves

Capital redemption reserve includes amounts in relation to deferred shared capital.

The non-controlling interests reserves arises out of amounts due to holders of the B shares in Acceler8 Ventures Subco Limited.

The Directors have proposed that there will be no final dividend in respect of 2023 (2022: £Nil).

18 Share Incentive Plan

19 Share-based payments

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 percent compound per annum is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair value of the options.

The weighted average exercise price of the outstanding B share options is £Nil which have a weighted average contractual life of 2 years 9 months. 29,000 B share options were issued in the nine-month period to 31 December 2021, all of which were outstanding at the current year end. No B share options were exercised in the current or prior period. No B share options have expired during the current or prior period.

The Group recognised £313 (2022: £313) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the year.

The fair value of options granted is determined by applying a binominal model. The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these options at the date of grant.

The inputs into the binomial model in respect of options granted in 2021 are as follows:

20 Related party transactions

Transactions with key management personnel

Key management personnel comprise the Directors and executive officers. The remuneration of the individual Directors is disclosed in the Report of the Directors.

An amount of £99,980 recognised within the operating loss for the year relates to a payment received by the Group under a cost indemnity arrangement (the "Cost Indemnity") in place with a counterparty, over which a director of the Group has significant influence due to common directorships. Pursuant to the Cost Indemnity, the counterparty agreed to repay certain transaction expenses incurred by the Group in the event that an acquisition of the counterparty by the Group was not successfully concluded. This has resulted in an overall credit within the "professional services" category of administrative expenses in the year.

Other transactions - Group

On 14 May 2021, the Group entered into an arm's length strategic advisory agreement with Tessera (a company which is a shareholder in the Company) pursuant to which Tessera has agreed to provide strategic and general corporate advice, and acquisition and capital raising transaction support services to the Group.

Tessera will be paid a success fee on completion on the first acquisition, at an amount to be agreed between Tessera and the Group. Following completion of the first acquisition, Tessera will provide services as requested by the Group and will charge a fixed daily rate or monthly retainer fee depending on the volume of such services. As at 31 December 2023, £Nil (2022: £1,011) was owed to Tessera by the Group.

21 Post balance sheet events

22 Contingent liabilities