Half-year Results
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Jade Road Investments Limited (AIM: JADE), the London quoted company focused on seeking the best risk-adjusted returns globally, is pleased to announce its interim results for the six months ended 30 June 2024.
Financial Highlights:
- Total interest income decreased to US$0.01 million (H1 2023: US$0.59 million).
- Net loss of $0.4 million (H1 2023: US$1.4 million loss).
- Consolidated basic / diluted loss per share of US$ 0.11 cents (H1 2023: loss per share US$ 0.75 cents).
- Consolidated NAV at 30 June 2024 decreased to a deficit of US$ (0.35) million/GBP (0.28) million (31 December 2023: US$0.05 million/GBP 0.04 million).
- NAV per share at 30 June 2024 (0.10) cents ((0.08) pence) (31 December 2023: 0.02 cents / 0.01 pence).
- Period end cash position of US$ 0.06 million (31 December 2023 : US$ 0.08 million).
- Post period issue of Convertible loan note raising £80,000
Jade Road Investments Limited is quoted on the AIM Market of the London Stock Exchange and is committed to providing shareholders with attractive uncorrelated, risk-adjusted long-term returns from a combination of realising sustainable capital growth and delivering dividend income.
Chairman's Statement
The Company's Results for the period to 30 June 2024 fully reflect the status of the Company following the disposal of its legacy assets described in our 2023 Annual Report. At this juncture the Company effectively became a shell company seeking an acquisition via a Reverse Take Over (RTO) and/or strategic partnerships to deliver future growth.
Since the end of this period the Company announced a strategic partnership with MBM Ltd. It is envisaged that the partnership will deliver investment opportunities for Jade in conjunction with its Investment Manager Heirloom Investment Management LLC. The partnership was announced on 16 August 2024 which can be viewed via the link below:
As part of the agreement, MBM Ltd. will provide up to £300,000 in new capital to Jade via a Convertible Loan Note (CLN). The first tranche of £80,000 under the CLN has been received by the Company.
The Company's working capital remains constrained, however management is managing creditors and seeking further finance to deliver its strategy.
Whilst the relationship with MBM Ltd. is embryonic, I am encouraged by the cooperation and support experienced to date and expect to be able to announce more details in the coming months.
The principal assets as of 30 June 2024 are detailed below:
| Principal assets | Valuation at 31 December 2023 US$ million | Transfer US$ million | Equity investment/ other movement US$ million | Valuation at 30 June 2024 US$ million |
|---|---|---|---|---|
| Heirloom Investment Fund and Heirloom Litigation Funding | 0.5 | - | (0.5) | - |
| Investments available for sale | 4.3 | (4.3) | - | - |
| Corporate debt | (3.8) | 3.8 | - | - |
| Other liabilities | (1.0) | 0.5 | 0.1 | (0.4) |
| Cash | 0.1 | - | - | 0.1 |
| Total N et Asset Value | 0.1 | - | (0.3) | (0.3) |
| John Croft | ||||
| Chairman | ||||
| CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | ||||
| Six months ended | Year ended | |||
| Note | 30 June 2024 Unaudited US$000 | 30 June 2023 Unaudited US$000 | 31 December 2023 Audited US$000 | |
| Income from unquoted financial assets | - | 588 | 1,090 | |
| Finance income from loans | 7 | - | 545 | |
| Loss on disposal on disposal | - | - | (1) | |
| Gross portfolio income | 4 | 7 | 588 | 1,634 |
| Fair value changes on financial assets at fair value through profit or (loss) | - | (101) | (17,295) | |
| Foreign exchange on unquoted financial assets at fair value through profit or (loss) | (2) | - | - | |
| Investment provisions | 4 | - | (588) | - |
| Net portfolio income/(loss) | 4 | 5 | (101) | (15,661) |
| Management fees | 14 | - | (376) | (350) |
| Incentive fees | - | - | 43 | |
| Administrative expenses | 5 | (401) | (639) | (1,171) |
| Operating loss | (396) | (1,116) | (17,139) | |
| Finance expense | (5) | (273) | (577) | |
| Loss before taxation | (401) | (1,389) | (17,716) | |
| Taxation | 6 | - | - | - |
| Loss and total comprehensive loss for the period | (401) | (1,389) | (17,716) | |
| Loss per share | 8 | |||
| Basic | (0.11) cents | (0.75) cents | (5.94) cents | |
| Diluted | (0.11) cents | (0.75) cents | (5.94) cents | |
The results above relate to continuing operations.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Note | 30 June 2024 Unaudited US$000 | 30 June 2023 Unaudited US$000 | 31 December 2023 Audited US$000 | ||
|---|---|---|---|---|---|
| Assets | |||||
| Unquoted financial assets at fair value through profit or loss | 9 | - | 18,708 | 500 | |
| Loans and other receivables | 10 | 26 | 1,721 | 19 | |
| Investments held for sale | - | - | 4,290 | ||
| Cash and cash equivalents | 59 | 100 | 77 | ||
| Total assets | 85 | 20,529 | 4,886 | ||
| Liabilities | |||||
| Other payables and accruals | 434 | 1,209 | 991 | ||
| Current liabilities | 434 | 1,209 | 991 | ||
| Loans & borrowings | 11 | - | 3,873 | 3,843 | |
| Total liabilities | 434 | 5,082 | 4,834 | ||
| Net assets | (349) | 15,447 | 52 | ||
| Equity and reserves | |||||
| Share capital | 12 | 151,686 | 150,615 | 151,686 | |
| Treasury share reserve | 12 | (754) | (615) | (754) | |
| Share based payment reserve | 2,936 | 2,936 | 2,936 | ||
| Accumulated losses | (154,217) | (137,489) | (153,816) | ||
| Total equity and reserves attributable to owners of the parent | (349) | 15,447 | 52 | ||
| CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | |||||
| Share capital US$000 | Treasury share reserve US$'000 | Share based payment reserve US$000 | Accumulated losses US$000 | Total US$000 | |
| Group balance at 1 January 2023 | 148,903 | (615) | 2,936 | (136,100) | 15,124 |
| Loss for the period | - | - | - | (1,389) | (1,389) |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive loss for the period | - | - | - | (1,389) | (1,389) |
| Issue of shares net of issue costs | 1,712 | - | - | 1,712 | |
| Group balance at 30 June 2023 | 150,615 | (615) | 2,936 | (137,489) | 15,447 |
| Loss for the period | - | - | - | (16,327) | (16,327) |
| Other comprehensive income | - | - | - | - | - |
| Total comprehensive loss for the period | - | - | - | (16,327) | (16,327) |
| Issue of shares net of issue costs | 1,071 | - | - | - | 1,071 |
| Repurchase of shares | - | (139) | - | - | (139) |
| Group balance at 31 December 2023 and 1 January 2024 | 151,686 | (754) | 2,936 | (153,816) | 52 |
| Loss for the period | - | - | - | (401) | (401) |
| Total comprehensive loss for the period | - | - | - | (401) | (401) |
| Group balance at 30 June 2024 | 151,686 | (754) | 2,936 | (154,217) | (349) |
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | |||||
| Six months ended | Year ended | ||||
| 30-Jun 2024 Unaudited US$'000 | 30-Jun 2023 Unaudited U S$'000 | 31 December 2023 Audited US$'000 | |||
| Cash flow from operating activities | |||||
| (Loss) / Profit before taxation | (401) | (1,389) | (17,716) | ||
| Adjustments for: | |||||
| Finance income | (7) | - | (545) | ||
| Finance expense | 7 | 273 | 577 | ||
| Exchange loss | - | 84 | 47 | ||
| Fair value changes on unquoted financial assets at fair value through profit or loss | - | 19 | 13,938 | ||
| Fair value changes on loans and receivables at fair value through profit or loss | - | - | 2,236 | ||
| Realised (gain) on disposal of investments | - | - | - | ||
| Increase/(Decrease) in other receivables | (7) | (35) | 13 | ||
| Increase/(Decrease) in other payables and accruals | (110) | (127) | (323) | ||
| Net cash used in operating activities | (518) | (1,175) | (1,773) | ||
| Cash flow from investing activities | |||||
| Sale proceeds of unquoted financial assets at fair value through profit or loss | 500 | - | 250 | ||
| Purchase of unquoted financial assets at fair value through profit and loss | - | (500) | (750) | ||
| Net cash generated from investing activities | 500 | (500) | (500) | ||
| Issue of Shares | - | 1,712 | 2,763 | ||
| Purchase of treasury shares | - | (259) | (139) | ||
| Payment of interest on loans and borrowings | - | (594) | |||
| Net cash generated used in financing activities | - | 1,453 | 2,030 | ||
| Net outflow in cash & cash equivalents during the period | (18) | (222) | (243) | ||
| Cash and cash equivalents and net debt at the beginning of the period | 77 | 321 | 321 | ||
| Foreign exchange on cash balances | - | 1 | (1) | ||
| Cash & cash equivalents and net debt at the end of the period | 59 | 100 | 77 | ||
NOTES TO THE FINANCIAL INFORMATION
CORPORATE INFORMATION
The Company is a limited company incorporated in the British Virgin Islands ("BVI") under the BVI Business Companies Act 2004 on 18 January 2008. The address of the registered office is Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG 1110 and its principal place of business is 19/F., CMA Building, 64 Connaught Road Central, Central, Hong Kong.
The Company is quoted on the AIM Market of the London Stock Exchange (code: JADE) and the Quotation Board of the Open Market of the Frankfurt Stock Exchange (code: 1CP1).
The principal activity of the Company is investment holding. The Company is principally engaged in investing primarily in unlisted assets in the areas of mining, power generation, health technology, telecommunications, media and technology ("TMT"), and financial services or listed assets driven by corporate events such as mergers and acquisitions, pre-IPO, or re-structuring of state-owned assets.
The condensed consolidated interim financial information was approved for issue on 29 September 2023.
BASIS OF PREPARATION
The condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" and is presented in US Dollars.
PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated interim financial information has been prepared on the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities at fair value through the statement of comprehensive income.
The accounting policies and methods of computation used in the condensed consolidated financial information for the six months ended 30 June 2024 are the same as those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2023 and are those the Group expects to apply into financial statements for the year ending 31 December 2024. There was no impact on the Company's accounting policies as a result of any new or amended standards which became applicable for the current accounting period.
The seasonality or cyclicality of operations does not impact the interim financial information.
SEGMENT INFORMATION
The operating segment has been determined and reviewed by the Board to be used to make strategic decisions. The Board considers there to be a single business segment, being that of investing activity.
The reportable operating segment derives its revenue primarily from debt investment in several companies and unquoted investments.
The Board assesses the performance of the operating segments based on a measure of adjusted Earnings Before Interest, Taxes, Depreciation and Amortisation ("EBITDA"). This measurement basis excludes the effects of non-recurring expenditure from the operating segments such as restructuring costs. The measure also excludes the effects of equity-settled share-based payments and unrealised gains/losses on financial instruments.
The segment information provided to the Board for the reportable segment for the periods are as follows:
| Six months ended | Year ended | ||
|---|---|---|---|
| 30 June 2024 | 30 June 2023 | 31 December 2023 | |
| US$000 | US$000 | US$000 | |
| Income on unquoted financial assets | - | 588 | 1,090 |
| Financial income on loans & receivables | 7 | - | 545 |
| Gain on disposal | - | - | (1) |
| Gross portfolio income | 7 | 588 | 1,634 |
| Expected credit loss provision | - | (588) | - |
| Foreign exchange | (2) | (101) | (43) |
| Equity fair value adjustments | - | - | (15,029) |
| Portfolio income through profit or loss | 5 | (101) | (13,438) |
| Net assets: | |||
| FMHL | - | 5,252 | - |
| Meize | - | 8,800 | - |
| DocDoc | - | 2,806 | - |
| ICG | - | 1,335 | - |
| Infinity TNP | - | - | - |
| Heirloom Investment Fund | - | 500 | 500 |
| Other | - | 15 | - |
| Unquoted assets at fair value through profit or loss | - | 18,708 | 500 |
| Loans and other receivables at fair value through the profit or loss (third party) | 26 | 1,721 | 19 |
| Investments held for sale | - | - | 4,290 |
| Cash | 59 | 100 | 77 |
| Liabilities | (434) | (5,082) | (4,834) |
| Net assets | (349) | 15,447 | 52 |
On 1 May 2024 the transfer of the 'Legacy Assets' consisting of the holdings in DocDoc Pte Limited, Future Metal Holdings Limited, Meize Energy Industrial Holdings Limited, Infinity Capital Group Infinity TNP, Project Nicklaus and Fook Lam Moon Holdings was approved by the shareholders at the annual general meeting. The corporate bond issued by the Group was also transferred. All assets and liabilities have been transferred to an independent third-party company which is not owned or controlled by the Group. The Group received no consideration in return for the transfer. These assets had been included as held for sale in the financial statements dated 31 December 2023.
The impact of fair value changes on the investments in the portfolio are as follows:
| Six months ended | Year ended | ||
|---|---|---|---|
| 30 June 2024 | 30 June 2023 | 31 December 2023 | |
| US$000 | US$000 | US$000 | |
| Income on unquoted financial assets through profit or loss | - | 588 | 1,090 |
| Equity fair value adjustments: | |||
| - FMHL | - | - | (1,538) |
| - Meize | - | - | (8,801) |
| - DocDoc | - | - | (3,016) |
| - Infinity Capital Group | - | - | (1,659) |
| - Other | - | - | (15) |
| - | - | (15,029) | |
| Expected credit loss provision: | |||
| - ICG | - | (112) | - |
| - FMHL | - | (300) | - |
| - DocDoc | - | (176) | - |
| Foreign exchange on unquoted financial assets at fair value through profit or loss | - | (19) | 2 |
| Total fair value changes on financial assets at fair value through profit or loss | - | (19) | (13,937) |
| 5. ADMINISTRATIVE EXPENSES | |||
| Six months ended | Year ended | ||
| 30 June 2024 | 30 June 2023 | 31 December 2023 | |
| US$000 | US$000 | US$000 | |
| Staff costs | 183 | 183 | 321 |
| Professional fees | 171 | 417 | 752 |
| Travel expenses | 7 | 14 | 19 |
| Insurance | 11 | 11 | 22 |
| Loss on redemption of assets | 26 | - | 15 |
| Foreign exchange | - | 6 | 8 |
| IT costs | - | 1 | 1 |
| Marketing | - | - | 3 |
| Bank charges | 3 | 6 | 11 |
| Other costs | - | 3 | 20 |
| 401 | 639 | 1,171 | |
TAXATION
The Company is incorporated in the BVI and Hong Kong. The Company is not subject to any income tax in the BVI. The Company does not engage in any business activities or generate income in Hong Kong; therefore it is not subject to taxation in Hong Kong.
DIVIDEND
The Board does not recommend the payment of an interim dividend in respect of the six months ended 30 June 2024 (30 June 2023: Nil).
LOSS PER SHARE
The calculation of the basic and diluted earnings per share attributable to owners of the Group is based on the following:
| Six months ended | Year ended | |||
|---|---|---|---|---|
| 30 June 2024 US$000 | 30 June 2023 US$000 | 31 December 2023 US$000 | ||
| Numerator | ||||
| Basic/Diluted: | Net loss | (401) | (1,389) | (17,716) |
| Number of shares | ||||
| '000 | '000 | '000 | ||
| Denominator | ||||
| Basic: | Number of / Weighted average shares | 350,713 | 185,008 | 298,477 |
| Dilutive effect of warrants | - | - | - | |
| Diluted: | Adjusted weighted average shares | 350,713 | 185,008 | 298,477 |
| Loss per share | ||||
| Basic (cents) | (0.11) | (0.75) | (5.94) | |
| Diluted (cents) | (0.11) | (0.75) | (5.94) | |
Warrants issued to the Investment Manager were anti-dilutive and therefore there is no impact on the weighted average shares in issue. No warrants were issued during the current period ending 30 June 2024 (2023: 1,002,333).
- UNQUOTED FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
| 30 June 2024 US$000 | 30 June 2023 US$000 | 31 December 2023 US$000 | |
|---|---|---|---|
| At the beginning of the period | 500 | 18,227 | 18,227 |
| Fair value changes through profit and loss | - | 569 | (13,937) |
| Transferred to held for sale | - | - | (4,290) |
| Expected credit loss provision through profit and loss | - | (588) | - |
| Realised gain | - | - | - |
| Disposals | (500) | - | (250) |
| Additional investment | - | 500 | 750 |
| At the end of the period | - | 18,708 | 500 |
- LOANS AND OTHER RECEIVABLES AT FAIR VALUE THROUGH PROFIT OR LOSS
| 30 June 2024 US$000 | 30 June 2023 US$000 | 31 December 2023 US$000 | |
|---|---|---|---|
| At the beginning of the period | 19 | 1,769 | - |
| Other receivables | 7 | - | 19 |
| Fair value changes through profit and loss | - | (48) | - |
| At the end of the period | 26 | 1,721 | 19 |
| Note | 30 June 2024 US$000 | 30 June 2023 US$000 | 31 December 2023 US$000 |
| Other receivables | 26 | 1,721 | 19 |
| Total loans and borrowings | 26 | 1,721 | 19 |
| The breakdown of Loans is as follows: | |||
| 30 June 2024 US$000 | 30 June 2023 US$000 | 31 December 2023 US$000 | |
| Loan principal | - | 26,500 | - |
| Accrued PIK interest | - | 2,248 | 532 |
| Accrued interest payable in cash | - | 3,070 | - |
| Fair Value Adjustments - Principal | - | (26,500) | - |
| Fair Value Adjustments - Accrued Interest | - | (5,318) | (532) |
| Net loans receivable | - | - | - |
| 11. LOANS AND BORROWINGS | |||
| 30 June 2024 US$000 | 30 June 2023 US$000 | 31 December 2023 US$000 | |
| Corporate debt | - | 3,873 | 3,843 |
| Total loans and borrowings | - | 3,873 | 3,843 |
| The movement in loans and borrowings is as follows: | |||
| 30 June 2024 US$000 | 30 June 2023 US$000 | 31 December 2023 US$000 | |
| Opening balance | 3,843 | 3,859 | 3,859 |
| Borrowing costs amortised | - | - | - |
| Interest expense accrued | - | 273 | 577 |
| Payment of interest liability | - | (259) | (594) |
| Transferred out | (3,843) | - | - |
| Closing balance | - | 3,873 | 3,843 |
| 12. SHARE CAPITAL | |||
| Number of Shares | Amount US$000 | ||
| Issued share capital excluding treasure shares at 31 December 2023 | 350,713,130 | 150,932 | |
| Shares issues in the period | - | - | |
| Issued share capital excluding treasure shares at 30 June 2024 | 350,713,130 | 150,932 | |
| Consisting of: | |||
| Authorised, called-up and fully paid ordinary shares of no-par value each at 30 June 2024 | 358,193,134 | 151,686 | |
| Authorised, called-up and fully paid ordinary shares of no-par value held as treasury shares by the Company at 30 June 2024 | (7,480,004) | (754) | |
- Under the BVI corporate laws and regulations, there is no concept of "share premium," and all proceeds from the sale of no-par value equity shares are deemed to be share capital of the Company.
- FINANCIAL INSTRUMENTS
Financial assets
| As at 30 June 2024 | As at 30 June 2023 | As at 31 December 2023 | |
|---|---|---|---|
| US$'000 | US$'000 | US$'000 | |
| Unquoted financial assets at fair value | - | 18,708 | 500 |
| Other receivables at fair value | - | 1,659 | - |
| Cash and cash equivalents at amortised cost | 59 | 100 | 77 |
| Financial assets | 59 | 20,467 | 577 |
| Financial liabilities | |||
| As at 30 June 2024 | As at 30 June 2023 | As at 31 December 2023 | |
| US$'000 | US$'000 | US$'000 | |
| Other payables and accruals at amortised cost | 434 | 1,209 | 991 |
| Corporate debt at amortised cost | - | 3,873 | 3,843 |
| Financial liabilities | 434 | 5,082 | 4,834 |
Financial assets at fair value through profit or loss
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1, 2 or 3 based on the degree to which the fair value is observable:
| Note | As at 30 June 2024 US$000 | As at 30 June 2023 US$000 | As at 31 December 2023 US$000 | |
|---|---|---|---|---|
| Level 3 | ||||
| Unquoted financial assets at fair value | 9 | - | 18,708 | 500 |
| Other receivables at fair value | 10 | 26 | 1,721 | - |
| 26 | 20,429 | 500 | ||
There is no transfer between levels in the current period. Carrying values of all financial assets and liabilities are approximate to fair values. The value of level 3 investments has been determined using the yield capitalisation (discounted cash flow) method.
RELATED PARTY TRANSACTIONS
During the period under review, the Group entered into the following transactions with related parties and connected parties:
| Notes | 30 June 2024 US$000 | 30 June 2023 US$000 | 31 December 2023 US$000 |
|---|---|---|---|
| Remuneration payable to Directors | 183 | 183 | 321 |
| Re-imbursement of expenses to directors | - | - | 26 |
| Heirloom Investment Management LLC | |||
| Administration Fee | - | - | 47 |
| Harmony Capital | |||
| Management fee | - | 376 | 350 |
| Incentive fee | - | - | (43) |
| Amount due to Harmony Capital at period end | 745 | 910 | 745 |
| Heirloom Investment Management LLC | - | - | 16 |
| Directors | 68 | - | 75 |
EVENTS AFTER THE REPORTING PERIOD
On 11 July 2024 Dr Lee George Lam resigned from his role as non-executive director.
On 16 August 2024 Jade announced a strategic partnership with MBM Limited. MBM Limited will provide new capital in the form of convertible loan notes (CLN) of up to £300,000 and will introduce potential new investments to Jade. The first tranche of the CLN, amounting to £80,000 has been received .
COPIES OF THE INTERIM REPORT
The interim report is available for download from www.jaderoadinvestments.com.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.