CAPITAL AND FINANCIAL RISK MANAGEMENT | 26. CAPITAL AND FINANCIAL RISK MANAGEMENT Capital Management The Group’s policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors (loss)/earnings per share as a measure of performance, which the Group defines as (loss)/profit after tax divided by the weighted average number of shares in issue. Fair Values The table below sets out the Group’s classification of each class of financial assets/liabilities, their fair values and under which valuation method they are valued: Level 1 Level 2 Total carrying amount Fair Value Note US$’000 US$’000 US$’000 US$’000 December 31, 2022 Loans and receivables at amortised cost Trade receivables 16 12,620 - 12,620 12,620 Cash and cash equivalents 17 6,578 - 6,578 6,578 Finance lease receivable 14, 16 170 - 170 170 19,368 - 19,368 19,368 Liabilities at amortised cost Senior secured term loan 22 - (44,301 ) (44,301 ) (44,301 ) Convertible note 22 - (13,746 ) (13,746 ) (13,746 ) Exchangeable note 22 (210 ) - (210 ) (210 ) Lease liabilities 23 (13,943 ) - (13,943 ) (13,943 ) Trade and other payables (excluding deferred income) 20 (15,261 ) - (15,261 ) (15,261 ) Provisions 21 (50 ) - (50 ) (50 ) (29,464 ) (58,047 ) (87,511 ) (87,511 ) Fair value through profit and loss (FVPL) Derivative liability - warrants 22 - (1,569 ) (1,569 ) (1,569 ) Derivative asset – prepayment option 22 - 128 128 128 - (1,441 ) (1,441 ) (1,441 ) (10,096 ) (59,488 ) (69,584 ) (69,584 ) For financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities Level 2: valuation techniques for which the lowest level of inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: valuation techniques for which the lowest level of inputs that have a significant effect on the recorded fair value are not based on observable market data. Level 1 Level 2 Total carrying amount Fair Value Note US$’000 US$’000 US$’000 US$’000 December 31, 2021 Loans and receivables at amortised cost Trade receivables 16 13,290 - 13,290 13,290 Cash and cash equivalents 17 25,910 - 25,910 25,910 Finance lease receivable 14, 16 293 - 293 293 39,493 - 39,493 39,493 Liabilities at amortised cost Exchangeable note¹ 22 - (83,312 ) (83,312 ) (83,312 ) Lease liabilities 23 (15,845 ) - (15,845 ) (15,845 ) Trade and other payables (excluding deferred income) 20 (14,986 ) - (14,986 ) (14,986 ) Provisions 21 (50 ) - (50 ) (50 ) (30,881 ) (83,312 ) (114,193 ) (114,193 ) Fair value through profit and loss (FVPL) Exchangeable note bond call option 22 - - - - Exchangeable note equity conversion option 22 - - - - - - - - 8,612 (83,312 ) (74,700 ) (74,700 ) The valuation techniques used for instruments categorised as level 2 are described below: The fair values of the options associated with the exchangeable notes are calculated in consultation with third-party valuation specialists due to the complexity of their nature. There are a number of inputs utilised in the valuation of the options, including share price, historical share price volatility, risk-free rate and the expected borrowing cost spread over the risk-free rate. Financial Risk Management The Group uses a range of financial instruments (including cash, finance leases, receivables, payables and derivatives) to fund its operations. These instruments are used to manage the liquidity of the Group. Working capital management is a key additional element in the effective management of overall liquidity. The Group does not trade in financial instruments or derivatives. The main risks arising from the utilization of these financial instruments are interest rate risk, liquidity risk and credit risk. Interest rate risk Effective and repricing analysis The following table sets out all interest-earning financial assets and interest-bearing financial liabilities held by the Group at December 31, indicating their effective interest rates and the period in which they re-price: As at December 31, 2022 Note Effective interest Total US$’000 6 mths or less US$’000 6 –12 mths US$’000 1-2 years US$’000 2-5 years US$’000 > 5 years US$’000 Cash and cash equivalents 17 0.00 % 6,578 6,578 - - - - Lease receivable 14,16 4.0 % 170 46 41 49 34 - Exchangeable note 22 4.8 % (210 ) - - - - (210 ) Senior secured term loan 1 22 15.4 % (44,301 ) - - - (44,301 ) - Convertible note 2 22 1.5 % (13,746 ) - - - - (13,746 ) Lease payable on Right of Use assets 23 5.0 % (13,898 ) (812 ) (819 ) (1,679 ) (4,522 ) (6,066 ) Lease payable on sale & leaseback transactions 23 5.0 % (45 ) (35 ) (10 ) - - - Total (65,452 ) 5,777 (788 ) (1,630 ) (48,789 ) (20,022 ) ¹ The senior secured term loan is a variable instrument which bears interest at an annual rate equal to 11.25% plus the greater of (a) one-month Term SOFR Reference Rate and (b) one percent per annum. 2 3 As at December 31, 2021 Note Effective interest Total US$’000 6 mths or less US$’000 6 -12 mths US$’000 1-2 years US$’000 2-5 years US$’000 > 5 years US$’000 Cash and cash equivalents 17 0.01 % 25,910 25,910 - - - - Lease receivable 14,16 4.0 % 293 81 61 89 62 - Exchangeable note¹ 22 4.8 % (83,312 ) - - - - (83,312 ) Other borrowings 0 % (31 ) - (31 ) - - - Lease payable on Right of Use assets 23 5.0 % (15,668 ) (973 ) (905 ) (1,554 ) (4,516 ) (7,720 ) Lease payable on sale & leaseback transactions 23 5.0 % (177 ) (51 ) (51 ) (75 ) - - Total (72,985 ) 24,967 (926 ) (1,540 ) (4,454 ) (91,032 ) ¹ The maturity of the Exchangeable Notes is based on the contractual maturity date of April 1, 2045. In broad terms, a one-percentage point increase in interest rates would increase interest income by US$Nil (2021: US$31,000) as, at December 31, 2022 the Company holds no funds in interest-bearing accounts; while the annual impact on the interest expense would be an increase of US$467,500 (2021: nil) on the costs of servicing the senior secured term loan. In accordance with the UK Financial Conduct Authority’s announcement in March 2021, LIBOR benchmark rates were discontinued after 31 December 2022. The Group’s cash flows were affected by the interest rate benchmark reform. The senior secured Term Loan originally varied by reference to one-month LIBOR. During 2022, LIBOR was replaced by the Term SOFR Reference Rate as part of the inter-bank offer rate reform. This change did not have a material financial impact. Interest rate profile of financial assets / liabilities The interest rate profile of financial assets/liabilities of the Group was as follows: December 31, 2022 US$‘000 December 31, 2021 US$‘000 Variable rate instruments Cash at bank and in hand 6,578 22,790 Short-term deposits - 3,120 Variable rate financial liabilities (senior secured term loan) (44,301 ) - (37,723 ) 25,910 Fixed rate instruments Fixed rate financial liabilities (exchangeable note) (210 ) (83,312 ) Fixed rate financial liabilities (convertible note) (13,746 ) - Fixed rate financial liabilities (borrowings) - (31 ) Fixed rate financial liabilities (lease payables) (13,943 ) (15,844 ) Financial assets (short-term deposits and short-term investments) - 3,121 Financial assets (lease receivables) 170 293 (27,729 ) (95,773 ) Fair value sensitivity analysis for fixed rate instruments The Group does not account for any fixed rate financial liabilities at fair value through profit and loss. Therefore, a change in interest rates at December 31, 2022 or December 31, 2021 would not affect profit or loss. There was no significant difference between the fair value and carrying value of the Group’s trade receivables and trade and other payables at December 31, 2022 and December 31, 2021 as all fell due within 6 months. Liquidity risk The following are the contractual maturities of financial liabilities, including estimated interest payments: As at December 31, 2022 US$’000 Carrying US$’000 Contractual US$’000 6 mths or US$’000 6 mths – 12 mths US$’000 1-2 years US$’000 2-5 years US$’000 >5 years US$’000 Financial liabilities Trade & other payables 15,261 15,261 15,261 - - - - Lease payable on Right of Use assets 13,898 17,196 1,120 1,130 2,240 5,739 6,967 Lease payable on sale & leaseback transactions 45 46 36 10 - - - Senior secured term loan 44,301 69,519 4,194 3,595 7,190 54,540 - Convertible note 13,746 21,900 150 150 300 900 20,400 Exchangeable notes 210 397 4 4 8 24 357 87,461 124,319 20,765 4,889 9,738 61,203 27,724 The contractual cash flows of interest on the senior secured term loan is estimated based on the prevailing interest rate at December 31, 2022 As at December 31, 2021 US$’000 Carrying US$’000 Contractual US$’000 6 mths or US$’000 6 mths – 12 mths US$’000 1-2 years US$’000 2-5 years US$’000 >5 years US$’000 Financial liabilities Trade & other payables 15,127 15,127 15,127 - - - - Lease payable on Right of Use assets 15,668 15,668 973 905 1,554 4,516 7,720 Lease payable on sale & leaseback transactions 177 177 51 51 75 - - Other borrowings 31 31 - 31 - - - Exchangeable notes ¹ 83,312 99,900 - - - - 99,900 Exchangeable note interest 999 93,906 1,998 1,998 3,996 11,988 73,926 115,314 224,809 18,149 2,985 5,625 16,504 181,546 ¹ The maturity of the Exchangeable Notes is based on the contractual maturity date of April 1, 2045. Foreign exchange risk The majority of the Group’s activities are conducted in US Dollars. Foreign exchange risk arises from the fluctuating value of the Group’s Euro denominated expenses as a result of the movement in the exchange rate between the US Dollar and the Euro. There were no forward contracts in place as at December 31, 2022 or December 31, 2021. Foreign currency financial assets and liabilities which expose the Group to currency risk are disclosed below. The amounts shown are those reported to key management translated into US Dollars at the closing rate: EUR GBP SEK CAD BRL Other As at December 31, 2022 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 Cash 700 199 5 2,061 756 - Trade and other receivable 1,001 27 - 950 1,443 - Trade and other payables (3,481 ) (5 ) (6 ) (473 ) (662 ) - Lease liabilities (9,024 ) - - - (277 ) - Total exposure (10,804 ) 221 (1 ) 2,538 1,260 - EUR GBP SEK CAD BRL Other As at December 31, 2021 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 US$‘000 Cash 327 115 5 4,617 1,370 - Trade and other receivable 464 58 - 488 1,538 - Trade and other payables (2,456 ) (28 ) (11 ) (166 ) (629 ) - Lease liabilities (10,629 ) - - - (139 ) - Total exposure (12,294 ) 145 (6 ) 4,939 2,140 - Sensitivity analysis A 10% strengthening of the US Dollar against the Euro at December 31, 2022 would have increased profit and other equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. Profit or Loss US$’000 December 31, 2022 Euro 982 December 31, 2021 Euro 780 A 10% weakening of the US Dollar against the Euro at December 31, 2022 would have decreased profit and other equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. Profit or Loss US$000 December 31, 2022 Euro (1,200 ) December 31, 2021 Euro (953 ) Credit Risk The Group has no significant concentrations of credit risk. Exposure to credit risk is monitored on an ongoing basis. The Group maintains specific provisions for potential credit losses. To date such losses have been within management’s expectations. Due to the large number of customers and the geographical dispersion of these customers, the Group has no significant concentrations of accounts receivable. With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, the Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. The Group’s management considers that all of the above financial assets that are not impaired or past due for each of the 31 December reporting dates under review are of good credit quality. The Group maintains cash and cash equivalents with various financial institutions. The Group performs regular and detailed evaluations of these financial institutions to assess their relative credit standing. The carrying amount reported in the balance sheet for cash and cash equivalents approximate their fair value. Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk is as follows: Carrying Value 2022 Carrying Value 2021 Third party trade receivables (Note 16) 12,620 13,290 Finance lease income receivable (Note 16) 170 293 Cash and cash equivalents (Note 17) 6,578 25,910 19,368 39,493 The maximum exposure to credit risk for trade receivables and finance lease income receivable by geographic location is as follows: Carrying Value 2022 Carrying Value 2021 United States 6,061 5,822 Euro-zone countries 1,183 1,072 United Kingdom 67 118 Other regions 5,479 6,571 12,790 13,583 The maximum exposure to credit risk for trade receivables and finance lease income receivable by type of customer is as follows: Carrying Value 2022 Carrying Value 2021 End-user customers 7,365 6,923 Distributors 4,630 6,220 Non-governmental organisations 795 440 12,790 13,583 Due to the large number of customers and the geographical dispersion of these customers, the Group has no significant concentrations of accounts receivable. Impairment Losses The ageing of trade receivables at December 31, 2022 is as follows: Gross Impairment Expected Credit Loss Rate Gross Impairment Expected Credit Loss Rate 2022 2022 2022 2021 2021 2021 US$’000 US$’000 % US$’000 US$’000 % Not past due 8,341 - - % 8,461 - - % Past due 0-30 days 1,622 - - % 2,423 1 0.1 % Past due 31-120 days 1,564 23 1.5 % 1,981 97 4.9 % Greater than 120 days 3,783 2,668 70.5 % 3,011 2,888 73.0 % 15,310 2,691 - 15,876 2,986 - The movement in the allowance for impairment in respect of trade receivables during the year was as follows: 2022 2021 US$’000 US$’000 Balance at January 1 2,986 3,922 Charged to costs and expenses 1,240 76 Amounts written off during the year (1,535 ) (1,012 ) Balance at December 31 2,691 2,986 The allowance for impairment in respect of trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the account owing is possible. At this point the amount is considered irrecoverable and is written off against the financial asset directly. |