26 June 2024
Quantum Blockchain Technologies Plc
("QBT" or "the Company")
FINAL RESULTS
QBT (AIM: QBT), is pleased to announce its final results for the year ended 31
December 2023.
The Company's Annual General Meeting ("AGM") will be held at Company's
registered address, 1st Floor, 1 Chancery Lane, London , WC2A 1LF at 12.00 pm on
Wednesday, 31 July 2024.
The Annual Report and Accounts together with the AGM Notice and Form of Proxy
(together the "Documents") are available on the Company's website under the
"Investor Relations - Annual Reports and Circulars" section. The Documents will
be posted shortly to those shareholders who have requested to receive printed
documents.
For further information please contact:
Quantum Blockchain Technologies Plc
Francesco Gardin, CEO and Executive Chairman +39 335 296573
SP Angel Corporate Finance (Nominated Adviser & Broker)
Jeff Keating +44 (0)20 3470 0470
Kasia Brzozowska
Leander (Financial PR)
Christian Taylor-Wilkinson +44 (0) 7795 168 157
About Quantum Blockchain Technologies Plc
QBT (AIM: QBT) is an AIM listed investment company which has recently realigned
its strategic focus to technology related investments, with special regard to
Quantum computing, Blockchain, Cryptocurrencies and AI sectors. The Company has
commenced an aggressive R&D and investment programme in the dynamic world of
Blockchain Technology, which includes cryptocurrency mining and other advanced
blockchain applications.
CHAIRMAN'S STATEMENT
I am pleased to present the Group's Final Results for the year ended 31 December
2023. The Group consists of Quantum Blockchain Technologies PLC (the "Company"
or "QBT"), which undertakes the Group's Research and Development ("R&D")
Programme and holds the Legacy Assets, and its wholly owned subsidiary, Clear
Leisure 2017 Ltd ("CL17"), which deals with the legal claims and related
litigation.
During 2023, the main focus of the Company has been the R&D Programme, launched
in 2021, which aims to develop a proprietary disruptive technology for mining
Bitcoin through the development of Artificial Intelligence (AI), Quantum
Computing and a special architecture for ASIC chips design for mining rigs. The
capitalisation of the Bitcoin market as at the date of this report exceeds
USD1.3 trillion , therefore, a technology which could bring a competitive
advantage to existing Bitcoin miners is considered by the Company as potentially
valuable.
The Company has several independent R&D teams working on each of the above
technologies, based in London (UK ), Munich (Germany ) and Milan (Italy ).
The first goal of QBT's R&D Programme is to create AI software to improve the
mining power of existing Bitcoin mining rigs. By applying AI and Machine
Learning (ML) technologies, three different R&D teams have independently
achieved very promising results from internal laboratory tests for the Company's
three proprietary methods, called "A", "B" and "C". While they are materially
different, each method has substantiated the Company's initial assumption, i.e.,
that SHA-256, the core algorithm for mining of Bitcoin, is to some extent
predictable. Hence calculations can be limited only to those cases where the
chance of successfully mining Bitcoin is higher, resulting in better overall
performance of the mining process.
The Company is now working on adapting its three Bitcoin mining methods to
existing mining rigs in order to launch the first commercial QBT products, as
Software as a Service ("SaaS") for Bitcoin miners.
A second goal, which has a mid to long term timeframe, is the development of a
proprietary mining chip which includes all the internal R&D results, as per the
two patent applications filed in 2021 and 2023.
Finally, the third objective will be the implementation of "Quantum Mining",
which is a proprietary quantum version of SHA-256 algorithm for Bitcoin mining.
A patent application for this implementation is in the process of being drafted
at the time of publication of this report.
In order to use QBT's proprietary quantum algorithm for Bitcoin mining, a
quantum computer with more qubits than is currently commercially available is
required. Therefore, the Company is planning ahead to be in a position to use
this opportunity when such quantum computer is available.
During 2023, the Company continued to deal with its Legacy Assets, with special
focus on the litigation against the former management and internal audit
committee of Sipiem in Liquidazione Spa ("Sipiem"), which is held via CL17. In
late 2022, the Venice Court ruled in favour of CL17 and ordered Sipiem
defendants to pay CL17 €6,274,000 in damages (exclusive of interest and
adjustments for inflation), and legal fees (together the "Award Payment").
The Company also continued to deal with its other Legacy Assets, such as the
Sosushi Srl ("Sosushi") €1m litigation, and Company's investments in PBV,
Forcrowd and Geosim, although there are no specific updates available at this
time.
During the period under review, as announced on 1 June 2023, QBT raised a total
of £1 million (before expenses) pursuant to the issue of 71,428,571 new ordinary
shares of 0.25 pence each in the Company ("Ordinary Shares") at a price of 1.4
pence per Ordinary Share. Further to that, as announced on 30 October, the
Company raised a total of £2 million (before expenses) pursuant to the issue of
133,333,333 new Ordinary Shares at a price of 1.5 pence per Ordinary Share.
On 7 July 2023, the Company announced that it had received a conversion notice
from MC Strategies AG to convert €1 million of the Zero-Coupon Bond into new
Ordinary Shares at a conversion price of 1 pence per Ordinary Share (EUR: GBP
exchange rate of 0.89 - fixed per terms and conditions of the Zero-Coupon Bond)
(as originally disclosed by the Company on 9 November 2020). As a result, the
Company issued 89,000,000 new Ordinary Shares to MC Strategies AG on 14 July
2023.
As disclosed on 31 May 2023, QBT granted seven million new options over new
Ordinary Shares to certain consultants, members of the R&D team and in-house
staff. As a result, at the time of this report, the Company has outstanding
options over 133,500,000 new Ordinary Shares exercisable at 5 pence and
outstanding options over 133,500,000 new Ordinary Shares exercisable at 10
pence , set to expire between December 2024 and December 2026.
In conclusion, the Company believes that exciting times are ahead, as it expects
that its products, once available, could truly energise the cryptocurrency
mining industry, while eventually being able to monetise its Legacy Assets
through legal settlements.
Financial Review
The Group reported a total comprehensive loss of €4,206,000 for the year ended
31 December 2023 (2022: €5,026,000) and a loss before tax of €4,348,000 (2022:
€5,252,000). Operating losses for the period were €4,025,000 (2022: €4,547,000).
Included within administrative expenses are charges relating to the recognition
of share options totalling €416,000 (2022: €1,854,000) and within finance costs
are charges for the revaluation of derivatives representing a profit of €9,000
(2022: loss of €324,000). The movement in these items is dependent on the
volatility of the Company's share price used for the calculation according to
the relevant accounting standards. The undiluted Net Asset Value ("NAV") of the
Group decreased by €675,000 in 2023, compared to a decrease of €398,000 in 2022.
The Group had Net Current Liabilities of €3.1m as at 31 December 2023 (2022: Net
Current Assets €4.4m).
Post-Balance Sheet Events
In January 2024, the Company announced it has agreed with MC Strategy S.A., the
sole Bondholder of the Company's €3.5m Zero-Coupon Bond issued in 2020, to
extend the maturity of the Bond from 15 December 2024 to 15 December 2026. QBT
and MC Strategy S.A. have agreed to change the yield on maturity from 1% to 3%.
With regards to the Company's Zero-Coupon Bond originally issued in 2013, at the
Bondholders meeting held on 22 February 2024 (previously duly called on 18
January 2024) the bondholders agreed to extend the maturity of the Zero-Coupon
Bond from 15 December 2024 to 15 December 2026, and to amend the conversion
price from £0.05 to £0.03.
In March 2024, the Company announced a new development, called Method C, based
on Machine Learning and using predictive AI technology that is producing
consistent results during testing. In testing environments Method C had
favourably demonstrated predictive ability in c. 30% of instances where it was
input to SHA-256 producing a winning hash, resulting in a potential saving of
energy.
At the same time, QBT announced that it had commenced development of a
proprietary ASIC chip. A working prototype is about to undergo development to
confirm performance levels, and the Company entered into early-stage exploratory
discussions with Bitcoin rig manufacturers and US Bitcoin mining companies. Also
in March, the Company noted that the porting of Method A and Method B into
commercial rigs had proven to be very challenging.
The R&D team engaged in testing different solutions for the final stage in order
to deliver a fully reliable product. Finally, per the same announcement, QBT
disclosed that its first two patent applications (ASIC UltraBoost and ASIC
EnhancedBoost) were making positive headway and that a third patent application
was being drafted concerning the proprietary quantum version of SHA-256.
In May 2024, the Company announced that at the end of April 2024, it reached an
agreement with certain of the Sipiem litigation co-liable defendants who have
settled their position for €700,000 (which, net of certain costs, has been
received by CL17) .
At the same time, CL17 also reached an agreement with the Sipiem's receiver,
acquiring its right to receive 30% of any sums collected (net of legal and other
costs) from the Sipiem litigation, as envisaged in the 2019 claim purchase
agreement (through which CL17 acquired the Sipiem litigation) for an amount of
€170,000, giving CL17 rights to all funds recovered, namely the €700,000 of the
above agreement and the balance amounting to €5.575 million plus interest and
augmentation for inflation, together (the "Settlement")
As announced on 16 May 2024 the above agreements were subject to the Venice
Court scheduling of a hearing to approve the Settlement, before the issue of the
appeal ruling.
In June, QBT confirmed that the payment of €700,000 had been completed, and that
€170,000 has been paid by CL17 to Sipiem's Receiver with respect to the
acquisition by CL17 of the Receiver's right to receive 30% of any further sums
collected in connection with the claim (net of legal fees).
Subsequently, in June 2024, the Company announced that the Venice Court of
Appeal confirmed the ruling of the 2022 lower court Judgment in favour of CL17
(save for €105,412), amounting to €6,083,562 (plus interest and adjustments for
inflation) in damages, plus €134,166 for legal expenses. As the appeal ruling
has been issued prior to the scheduling of the hearing regarding the Settlement,
such settlement is now deemed void. While the above matter is currently being
assessed by the Company's legal team, the Company still hold the above
Settlement funds, minus the €170,000 paid to the Receiver for the 30% rights. In
the meantime, all the parties involved, namely the Receiver, the Sipiem's
statutory auditor's lawyers and the insurer's lawyers are being contacted to
discuss the contractual implications of the voided Settlement.
Outlook
The Board remains committed to return value to its stakeholders by:
i. continuing to focus on its R&D Programme, which is providing promising and
consistent results for the disruption of the Bitcoin market;
ii. investing in the technology sector (both in a direct and an indirect
manner);
iii. managing the legacy portfolio assets, where positive outcomes are expected
from the Company's legal claims; and
iv. further reduction of the debt position (if and when the conditions are
deemed appropriate).
The Board remains positive as the technology investments are deemed sound and
promising, while the legal claims have strong merit and against defendants that
are expected to remain solvent, thereby enhancing the prospect of collection of
the judgment debts.
Francesco Gardin
Chairman
25 June 2024
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
Note 2023 2022
€'000 €'000
Revenue - -
- -
Administrative expenses 7 (4,025) (4,547)
Other income - -
Operating loss (4,025) (4,547)
Other gains and losses 32 -
Share of loss from equity-accounted associates 8 (59) (69)
Finance costs 9 (296) (636)
Loss before tax (4,348) (5,252)
Tax 12 142 226
Loss for the year (4,206) (5,026)
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (4,206) (5,026)
Earnings per share:
Basic loss per share (cents) 13 €0.382 €0.508
Diluted loss per share (cents) 13 €0.256 €0.312
There was no other comprehensive income during the year.
The accounting policies and notes form an integral part of these financial
statements.
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
Notes Group Group Company Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
Non-current assets
Intangible assets 15 2 - - -
Property, plant and 14 169 226 - -
equipment
Financial assets at fair 16 396 677 76 115
value through profit and
loss
Investments held at cost 16 - - 11 10
Investments in equity 8 7 60 7 -
-accounted associates
Total non-current assets 574 963 94 125
Current assets
Trade and other receivables 17 3,243 4,626 946 1,056
Cash and cash equivalents 18 2,057 463 2,041 449
Total current assets 5,300 5,089 2,987 1,505
Total assets 5,874 6,052 3,081 1,630
Current liabilities
Trade and other payables 19 (413) (465) (390) (577)
Borrowings 20 (7,451) - (7,451) -
Derivative financial 21 (459) - (459) -
instruments
Provisions 22 (98) (210) (98) (210)
Total current liabilities (8,421) (675) (8,398) (787)
Net current (3,121) 4,414 (5,411) 718
(liabilities)/assets
Total assets less current (2,547) 5,377 (5,317) 843
liabilities
Non-current liabilities
Borrowings 20 - (8,131) - (8,131)
Derivative financial 21 - (468) - (468)
instruments
Total non-current - (8,599) - (8,599)
liabilities
Total liabilities (8,421) (9,274) (8,398) (9,386)
Net liabilities (2,547) (3,222) (5,317) (7,756)
Equity
Share capital 23 9,219 8,378 9,219 8,378
Share premium account 23 54,165 50,541 54,165 50,541
Other reserves 25 14,228 13,812 5,903 5,487
Retained losses (80,159) (75,953) (74,604) (72,162)
Total equity (2,547) (3,222) (5,317) (7,756)
An income statement for the parent company is not presented in accordance with
the exemption allowed by S408 of the Companies Act 2006. The parent company's
comprehensive loss for the financial year amounted to €2,442,000 (2022: loss of
€4,550,000).
The financial statements were approved by the board of directors and authorised
for issue on 25 June 2024, on its behalf by:
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Group Share Share Other Retained Total
losses equity
capital premium reserves
€'000 €'000
€'000 account €'000
€'000
At 1 January 2022 8,221 49,442 11,409 (71,896) (2,824)
Total present loss and - - - (5,026) (5,026)
comprehensive loss for the
year
Exercise of warrants 157 1,099 - 969 2,225
Grant of share options - - 1,854 - 1,854
Modification of bond - - 549 - 549
At 31 December 2022 8,378 50,541 13,812 (75,953) (3,222)
Total comprehensive loss - - - (4,206) (4,206)
for the year
Issue of shares 841 3,624 - - 4,465
Grant of share options - - 416 - 416
At 31 December 2023 9,219 54,165 14,228 (80,159) (2,547)
The following describes the nature and purpose of each reserve:
Share capitalrepresents the nominal value of equity shares.
Share premiumamount subscribed for share capital in excess of the nominal value.
Retained losses cumulative net gains and losses
less distributions made and items
of other
comprehensive income not accumulated in another
separate
reserve. Included within retained losses are movements
relating to the
grant, exercise, and fair value movement of the
warrants issued
during the year.
Other reservesconsist of three reserves, as detailed in Note 25, see below:
Merger reserve relates to the difference in
consideration and nominal value of
shares issued
during a merger and the fair value of assets
transferred in
an acquisition of 90% or more of the share capital of
another entity.
Loan note equity reserverelates to the equity portion of the convertible loan
notes.
Share option reserve fair value of the employee and key personnel
equity settled share
option scheme as
accrued at the reporting date.
The accounting policies and notes form part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Company Share Share Other Retained Total
losses
capital premium reserves €'000
€'000
€'000 account €'000
€'000
At 1 January 2022 8,221 49,442 3,084 (68,581) (7,834)
Total present loss and - - - (4,550) (4,550)
comprehensive loss for the
year
Exercise of warrants 157 1,099 - 969 2,225
Grant of share options - - 1,854 - 1,854
Modification of bond - - 549 - 549
At 31 December 2022 8,378 50,541 5,487 (72,162) (7,756)
Total comprehensive loss - - - (2,442) (2,442)
for the year
Issue of shares 841 3,624 - - 4,465
Grant of share options - - 416 - 416
At 31 December 2023 9,219 54,165 5,903 (74,604) (5,317)
The following describes the nature and purpose of each reserve:
Share capitalrepresents the nominal value of equity shares.
Share premiumamount subscribed for share capital in excess of the nominal value.
Retained losses cumulative net gains and losses
less distributions made and items
of other
comprehensive income not accumulated in another
separate
reserve. Included within retained losses are movements
relating to the
grant, exercise, and fair value movement of the
warrants issued
during the year.
Other reservesconsist of three reserves, as detailed in Note 25, see below:
Merger reserve relates to the difference in
consideration and nominal value of
shares issued
during a merger and the fair value of assets
transferred in
an acquisition of 90% or more of the share capital of
another entity.
Loan note equity reserverelates to the equity portion of the convertible loan
notes.
Share option reserve fair value of the employee and key personnel
equity settled share
option scheme as
accrued at the reporting date.
The accounting policies and notes form part of these financial statements.
GROUP AND COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Note Group Group Company Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
Cash used in operations
Loss before tax (4,348) (5,252) (2,585) (4,753)
Impairment of investments 16 303 154 - 154
Share of post-tax losses of 8 59 69 59 69
equity accounted associates
Non cash foreign exchange 16 - (35) - -
movements
Finance charges 9 296 637 295 635
Depreciation expense 14 55 49 - -
Decrease /(increase) in 17 1,383 474 110 (196)
receivables
(Decrease) /increase in 19 (164) 346 (298) 433
payables
Impairment of intercompany - 33 - 12
receivables
Share based payments 416 1,854 416 1,854
R&D tax credit received 154 - 154 -
Net cash outflow from (1,846) (1,671) (1,849) (1,792)
operating activities
Cash flows from investing
activities
Purchase of investments 16 (22) (50) (22) (50)
Purchase of other (5) - (6) -
investments
Purchase of property, plant 14 - (111) - -
and equipment
Purchase of intangible 15 (2) - - -
assets
Net cash outflow from (29) (161) (28) (50)
investing activities
Cash flows from financing
activities
Proceeds from capital issue 3,465 - 3,465 -
Proceeds from exercise of - 1,256 - 1,256
warrants
Net interest paid (9) - (9) -
Net cash (outflow)/inflow 3,456 1,256 3,456 1,256
from financing activities
Net (decrease) /increase in 1,581 (576) 1,579 (586)
cash for the year
Cash and cash equivalents 463 1,039 449 1,035
at beginning of year
Exchange differences 13 - 13 -
Cash and cash equivalents 18 2,057 463 2,041 449
at end of year
The accounting policies and notes form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1. General Information
Quantum Blockchain Technologies plc is a company incorporated in the United
Kingdom under the Companies Act 2006. The Company's ordinary shares are traded
on AIM of the London Stock Exchange. The address of the registered office is
given on the Company Information page. The nature of the Group's operations and
its principal activities are set out in the Directors' report on page 13.
2. Accounting policies
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period covered by these consolidated
financial statements.
Basis of preparation
The consolidated Financial Statements of Quantum Blockchain Technologies plc
have been prepared in accordance with United Kingdom adopted International
Financial Reporting Standards ("UK adopted IFRS") and the parts of Companies Act
2006 applicable to companies reporting under IFRS.
The financial statements have been prepared under the historical cost convention
as modified by the revaluation of assets and liabilities held at fair value.
The preparation of Financial Statements in conformity with IFRS requires the use
of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
Financial Statements are disclosed in Note 3.
The Consolidated Financial Statements are presented in Euros (€), the functional
and presentation of the entity rounded to the nearest €'000.
The Group has adopted the amendments to IAS 16 Property, Plant and Equipment
(issued in May 2020) in the current year. This has not had a material impact on
the Group financial statements.
The Group has adopted the amendments to IAS 16 IAS 37 Provisions, Contingent
Liabilities and Contingent Assets (issued in May 2020) in the current year. This
has not had a material impact on the Group financial statements.
Going Concern
In 2023 theGroup incurreda loss of €4,206,000 (2022: €5,026,000) and had net
currentliabilitiesas at 31 December 2023 of €3,121,000 (2022: net current
assets of €4,414,000).Our forecasts for the period to 30 June 2025 has been
prepared on the prudent assumptions that the Group will still be nonrevenue
-generating, will not receive any portion of its litigation claims, and will not
receive any debtor cash settlement specifically from Mediapolis Liquidation
proceedings. Nonetheless, on the basis of the equity funding raised last 1 June
2023 and 30 October 2023 which raised a total of EUR 2.74 million , and the
extension on our two convertible bond repayments from December 2024 to December
2026, we believe thatthe Group, at the date of this report,mayhold sufficient
liquidity to sustain its operational existence for the following twelve months
without the specific necessity to raise further funding either through an equity
placing on AIM, or through other external sources, unless for additional
specific investment opportunities or ventures.
After making due enquiries, the Directors have formed a judgement that there is
a reasonable expectation that, in the next twelve months, thereshould be noneed
to secure further resources, but in case of new investment opportunities the
Group can secure further funds to sustain such expenses and that adequate
arrangements will be in place to enable the settlement of their financial
commitments, as and when they fall due.
On this note, the Directors continue to adopt the going concern basis in
preparing the financial statements.
Notwithstanding the above, the Directors believe that due to the little headroom
existing within our budget at 30 June 2025 and the inherent commercial
uncertainties in relation to future events, a material uncertainty over the
outcome of the matters described exists and Group might be required to raise
further finance and note the uncertainty in relation to the group being able to
realise its assets and discharge its liabilities in the normal course of
business.
New standards, interpretations and amendments not yet adopted
The Group decided not to early adopt the following amendments to standards which
are not yet mandatory.
Amendments to IAS 1 Presentation of Financial Statements: Classification of
Liabilities as Current or Non-current (issued January 2020)
The amendments clarify that the classification of a liability as current or non
-current is based only on rights existing at the end of the reporting period and
the classification is not affected by expectations about whether rights to
settle or defer a liability will be exercised. Further, the amendments clarify
that the settlement of a liability refers to the transfer of cash, equity
instruments, other assets, or services to the counterparty. This amendment only
affects presentation.
The amendment is effective for financial years beginning on or after 1 January
2024 and is not yet adopted in the United Kingdom .
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark
Reform - Phase 2 (issued in August 2020)
The amendments are aimed at helping companies to provide investors with useful
information about the effects of the reform of interest rate benchmarks on those
companies' financial statements.
The amendments complement those issued in 2019 and focus on the effects on
financial statements when a company replaces the old interest rate benchmark
with an alternative benchmark rate as a result of the reform. The Phase 2
amendments relate to:
· changes to contractual cash flows-a company will not have to derecognise or
adjust the carrying amount of financial instruments for changes required by the
reform, but will instead update the effective interest rate to reflect the
change to the alternative benchmark rate;
· hedge accounting-a company will not have to discontinue its hedge accounting
solely because it makes changes required by the reform, if the hedge meets other
hedge accounting criteria; and
· disclosures-a company is required to disclose information about new risks
arising from the reform and how it manages the transition to alternative
benchmark rates.
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting
Policies (issued in February 2021)
The amendments enhance the disclosure requirements relating to an entity's
accounting policies and clarify that the notes to a complete set of financial
statements are required to include material accounting policy information.
Material accounting policy information, when considered with other information
included in the financial statements, can reasonably be expected to influence
decisions that the primary users of financial statements make on the basis of
the financial statements. The amendments help preparers determine what
constitutes material accounting policy information and notes that accounting
policy information which focuses on how IFRS has been applied to its own
circumstances is more useful for users of financial statements than standardised
information or information duplicating the requirements of IFRS.
The amendment also states that immaterial accounting policy information need not
be disclosed but when it is disclosed it shall not obscure material accounting
policy information. Further, if accounting policy information is not deemed
material this does not affect the materiality of related disclosure requirements
of IFRS.
The disclosure of judgements made in applying accounting policies should reflect
those that have had the most significant effect on items recognised in the
financial statements.
The amendment is effective for financial years beginning on or after 1 January
2023 and is not yet adopted in the United Kingdom .
Amendments to IAS 8 Definition of Accounting Estimates (issued in February 2021)
The amendments define accounting estimates as monetary amounts in financial
statements that are subject to measurement uncertainty. An accounting policy may
require an item in financial statements to be measured at a monetary amount that
cannot be observed directly so that in order to achieve the objective of an
accounting policy, an estimation is required.
The amendments state that the development of an accounting estimate requires the
use of judgement or assumptions based on the latest available reliable
information and involve the use of measurement techniques and inputs. Accounting
estimates might then need to change as a result of new information, new
developments or more experience.
A change in input or measurement technique is a change in accounting estimate
which is applied prospectively unless the change results from the correction of
prior period errors.
The amendment is effective for financial years beginning on or after 1 January
2023 and is not yet adopted in the United Kingdom .
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from
a Single Transaction (issued in May 2021)
The amendments specify how companies should account for deferred tax on
transactions such as leases and decommissioning obligations.
In specified circumstances, companies are exempt from recognising deferred tax
when they recognise assets or liabilities for the first time. Previously, there
had been some uncertainty about whether the exemption applied to transactions
such as leases and decommissioning obligations-transactions for which companies
recognise both an asset and a liability.
The amendments clarify that the exemption does not apply and that companies are
required to recognise deferred tax on such transactions. The aim of the
amendments is to reduce diversity in the reporting of deferred tax on leases and
decommissioning obligations.
The amendments are effective for annual reporting periods beginning on or after
1 January 2023, with early application permitted and is not yet adopted in the
United Kingdom .
Basis of consolidation
Where the company has control over an investee, it is classified as a
subsidiary. The company controls an investee if all three of the following
elements are present: power over the investee, exposure to variable returns from
the investee, and the ability of the investor to use its power to affect those
variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the company and its
subsidiaries as if they formed a single entity. Intercompany transactions and
balances between group companies are therefore eliminated in full. All
subsidiaries have a reporting date of December.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the statement of financial
position, the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the acquisition
date. The results of acquired operations are included in the consolidated
statement of comprehensive income from the date on which control is obtained.
They are deconsolidated from the date on which control ceases.
There is alignment of accounting polices across all Group entities by using
uniform accounting policies for like transactions and other events in similar
circumstances.
The Group attributes total comprehensive income or loss of subsidiaries between
the owners of the parent and the non-controlling interests based on their
respective ownership interests.
On consolidation, the results of overseas operations are translated into euros
at rates approximating to those ruling when the transactions took place. All
assets and liabilities of overseas operations, including goodwill arising on the
acquisition of those operations, are translated at the rate ruling at the
reporting date. Exchange differences arising on translating the opening net
assets at opening rate and the results of overseas operations at actual rate are
recognised in other comprehensive income and accumulated in the foreign exchange
reserve.
On disposal of a foreign operation, the cumulative exchange differences
recognised in the foreign exchange reserve relating to that operation up to the
date of disposal are transferred to the consolidated statement of comprehensive
income as part of the profit or loss on disposal.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any impairment loss.
Investments in associates
Investments in associates are accounted for using the equity method less any
impairment loss.
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.
Foreign currency
The functional currency is Euro. Foreign currency transactions are translated
into the functional currency using the exchange rates prevailing at the dates of
the transactions or valuation where items are re-measured. This is applicable to
non-monetary items. Exchange gains and losses resulting from the settlement of
such transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised
in profit or loss. Exchange gains and losses that relate to borrowings and cash
and cash equivalents are presented in the income statement within `finance
income or costs'. All other exchange gains and losses are presented in the
income statement within `other (losses)/gains - net'.
Changes in the fair value of monetary securities denominated in foreign currency
are analysed between translation differences resulting from changes in the
amortised cost of the security and other changes in the carrying amount of the
security. Translation differences related to changes in amortised cost are
recognised in profit or loss, and other changes in carrying amount are
recognised in other comprehensive income.
Taxation
The tax expense represents the sum of the tax currently payable and any deferred
tax.
Current taxes are based on the results of the Group companies and are calculated
according to local tax rules, using the tax rates and laws that have been
enacted or substantially enacted by the reporting date.
Deferred tax is provided in full using the financial position liability method
for all taxable temporary differences arising between the tax bases of assets
and liabilities and their carrying values for financial reporting purposes.
Deferred tax is measured using currently enacted or substantially enacted tax
rates and laws. Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of
taxable profit and is accounted for using the statement of financial position
liability method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax assets are recognised to the extent the temporary difference will
reverse in the foreseeable future and that it is probable that future taxable
profit will be available against which the asset can be utilised. Deferred tax
is recognised for all deductible temporary differences arising from investments
in subsidiaries and associates, to the extent that it is probable that the
temporary difference will reverse in the foreseeable future and taxable profit
will be available against which the temporary difference can be utilised.
Revenue
The Group provides consultancy services.
To determine whether to recognise revenue, the Group follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations, and then
5. Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is recognised at the point of the provision of the service. Revenue is
recognised as earned at a point in time on the unconditional supply of these
services, which are received and consumed simultaneously by the customer. The
Group measures revenues at the fair value of the consideration received or
receivable for the provision of consultancy services net of Value Added Tax.
Interest income
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate
that exactly discounts estimated future cash receipts through the expected life
of the financial asset to that asset's net carrying amount on initial
recognition.
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised on a straight-line basis to write down the cost less
estimated residual value. The following useful lives are applied:
Computers5 years
The gain or loss arising on the disposal of an asset is determined as the
difference between the sale proceeds and the carrying value of the asset and is
recognised in the profit or loss.
Impairment of property, plant and equipment
At each reporting end date, the company reviews the carrying amounts of its
property, plant and equipment to determine whether there is any indication that
those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the
extent of the impairment loss (if any). Where it is not possible to estimate the
recoverable amount of an individual asset, the company estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
Intangible assets
Intangible assets acquired separately from a business are recognised at cost and
are subsequently measured at cost less accumulated amortisation and accumulated
impairment losses.
Financial instruments
Classification and measurement
The Group classifies its financial assets into the following categories: those
to be measured subsequently at fair value through profit or loss (FVPL) and
those to be held at amortised cost.
Classification depends on the business model for managing the financial assets
and the contractual terms of the cash flows.
Management determines the classification of financial assets at initial
recognition. The Group's policy with regard to financial risk management is set
out in Note 21. Generally, the Group does not acquire financial assets for the
purpose of selling in the short term.
The Group's business model is primarily that of "hold to collect" (where assets
are held in order to collect contractual cash flows). When the Group enters into
derivative contracts, these transactions are designed to reduce exposures
relating to assets and liabilities, firm commitments or anticipated
transactions.
Financial Assets held at amortised cost
The classification applies to debt instruments which are held under a hold to
collect business model, and which have cash flows that meet the "solely payments
of principal and interest" (SPPI) criteria.
At initial recognition, trade receivables that do not have a significant
financing component, are recognised at their transaction price. Other financial
assets are initially recognised at fair value plus related transaction costs,
they are subsequently measured at amortised costs using the effective interest
method. Any gain or loss on derecognition or modification of a financial asset
held at amortised cost is recognised in the income statement.
Financial Assets held at fair value through profit or loss (FVPL)
The classification applies to the following financial assets. In all cases,
transaction costs are immediately expensed to the income statement.
· Debt instruments that do not meet the criteria of amortised costs or fair
value through other comprehensive income. These receivables are generally held
to collect but do not meet the SPPI criteria and as a result must be held at
FVPL. Subsequent fair value gains or losses are taken to the income statement.
· Equity investments which are held for trading or where the FVOCI election
has not been applied. All fair value gains or losses and related dividend
income are recognised in the income statement.
· Derivatives which are not designated as a hedging instrument. All
subsequent fair value gains or losses are recognised in the income statement.
Trade and other receivables
Trade and other receivables are measured at initial recognition at fair value
and are subsequently measured at amortised cost using the effective interest
rate method. For trade receivables, where there is no significant financing
component, fair value is normally the transaction price.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other
short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value with
maturities of three months or less from inception.
Impairment of financial assets
A forward-looking expected credit loss (ECL) review is required for: debt
instruments measured at amortised costs are held at fair value through other
comprehensive income; loan commitments and financial guarantees not measured at
fair value through profit or loss; lease receivables and trade receivables that
give rise to an unconditional right to consideration.
As permitted by IFRS9, the Company applies the "simplified approach" to trade
receivable balances and the "general approach" to all other financial assets.
The general approach incorporates a review for any significant increase in
counter party credit risk since inception. The ECL reviews including
assumptions about the risk of default and expected loss rates. For trade
receivables, the assessment takes into account the use of credit enhancements,
for example, letters of credit. Impairments for undrawn loan commitments are
reflected as a provision.
Financial liabilities
Borrowings and other financial liabilities (including trade payables but
excluding derivative liabilities) are recognised initially at fair value, net of
transaction costs incurred, and are subsequently measured at amortised costs.
Convertible bonds
Convertible bonds are regarded as compound instruments, consisting of a
liability component and an equity component. At the date of issue, the fair
value of the liability component is estimated using the prevailing market
interest rate for similar non-convertible debt. The difference between the
proceeds of issue of the convertible loan notes and the fair value assigned to
the liability component, representing the embedded option to convert the
liability into equity of the Group, is included in equity.
Issue costs are apportioned between the liability and equity components of the
convertible loan notes based on their relative carrying amounts at the date of
issue. The portion relating to the equity component is charged directly against
equity.
The interest expense on the liability component is calculated by applying the
prevailing market interest rate for similar non-convertible debt to the
liability component of the instrument. The difference between this amount and
the interest paid is added to the carrying amount of the convertible loan note.
Borrowings costs
Interest-bearing borrowings are initially recorded at fair value net of
attributable transaction costs. Subsequent to initial recognition, interest
-bearing borrowings are stated at amortised cost with any difference between
proceeds and redemption value being recognised in the profit or loss over the
period of the borrowings on an effective interest basis.
Trade payables
Trade payables are initially measured at fair value, and are subsequently
measured at amortised cost, using the effective interest rate method.
Provisions, contingent assets and contingent liabilities
Provisions are recognised when the Group has a present obligation (legal or
constructive) 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 year-end date, taking into
account the risks and uncertainties surrounding the obligation.
No liability is recognised if an outflow of economic resources as a result of
present obligations is not probable. Such situations are disclosed as contingent
liabilities unless the outflow of resources is remote.
Contingent assets are possible assets whose existence will be confirmed by the
occurrence or non-occurrence of uncertain future events that are not wholly
within the control of the Group. Contingent assets are not recognised, but they
are disclosed when it is more likely than not that an inflow of benefits will
occur. When the inflow of benefits is virtually certain an asset is recognised.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities. Equity instruments
issued by the Group are recorded at the proceeds received net of direct issue
costs.
Share capital account represents the nominal value of the shares issued.
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.
Retained losses include all current and prior period results as disclosed in the
statement of comprehensive income.
Other reserves consist of the merger reserve, share option reserve and loan
equity reserve.
· the merger reserve represents the premium on the shares issued less the
nominal value of the shares, being the difference between the fair value of the
consideration and the nominal value of the shares.
· the share option reserve represents the cumulative amounts charged to the
profit or loss in respect of employee share option arrangements where the scheme
has not yet been settled by means of an award of shares to an individual.
· the loan equity reserve represents the value of the equity component of the
nominal value of the loan notes issued.
Government Grants
Grants from the government are recognised at their fair value where there is
reasonable assurance that the grant will be received, and the group will comply
with all attached conditions. Government grants which are revenue in nature are
recognised in profit or loss over the period in which the group recognises as
expenses the related costs for which the grants are intended to compensate.
Research and development costs
Development costs are recognised as an asset only when all of the following
criteria are met:
(a) the technical feasibility of completing the intangible asset so that it
will be available for use or sale.
(b) its intention to complete the intangible asset and use or sell it.
(c) its ability to use or sell the intangible asset.
(d) how the intangible asset will generate probable future economic benefits.
Among other things, the entity can demonstrate the existence of a market
for the output of the intangible asset or the intangible asset itself or,
if it is to be used internally, the usefulness of the intangible asset.
(e) the availability of adequate technical, financial and other resources to
complete the development and to use or sell the intangible asset.
(f) its ability to measure reliably the expenditure attributable to the
intangible asset during its development.
The research and development expenditure that does not meet the recognition
criteria are not capitalised and are recognised as an expense as incurred, as
shown in Note 7.
3. Critical accounting judgements and key sources of estimation uncertainty
The preparation of Financial Statements in conformity with IFRSs requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. Estimates and judgements are continually evaluated and are based
on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the
next financial year are discussed below and in other relevant notes in the
financial statements.
Fair value measurement
Management uses valuation techniques to determine the fair value of financial
instruments (where active market quotes are not available) and non-financial
assets. This involves developing estimates and assumptions consistent with how
market participants would price the instrument. Management bases its assumptions
on observable data as far as possible, but this is not always available. In that
case management uses the best information available. Estimated fair values may
vary from the actual prices that would be achieved in an arm's length
transaction at the reporting date.
In order to arrive at the fair value of investments a significant amount of
judgement and estimation has been adopted by the Directors as detailed in the
investments accounting policy. Where these investments are un-listed and there
is no readily available market for sale the carrying value is based upon future
cash flows and current earnings multiples for which similar entities have been
sold. The nature of these assumptions and the estimation uncertainty as a result
is outlined in Note 16, along with sensitivities in Note 21.
4. Segment information
In identifying its operating segments, management generally follows the Group's
service lines, which represent the main products and services provided by the
Group. The measurement policies the Group uses for segment reporting under IFRS
8 are the same as those used in its financial statements. The disclosure is
based on the information that is presented to the chief operating decision
maker, which is considered to be the board of Quantum Blockchain Technologies
plc.
The Directors are of the opinion that under IFRS 8 - "Operating Segments" there
are no identifiable business segments that are subject to risks and returns
different to the core business of developing cheaper and faster bitcoin mining.
The information reported to the Directors, for the purposes of resource
allocation and assessment of performance is based wholly on the overall
activities of the Group. Therefore, the Directors have determined that there is
only one reportable segment under IFRS 8.
The Group has not generated a material level of income and has no major
customers.
5. Staff costs
Group Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
Staff costs during the period
including directors comprise:
Wages and salaries 217 188 217 188
Social security costs and (90) 228 (90) 228
pension contributions
Share options expense 416 1,854 416 1,854
543 2,270 543 2,270
In 2022 the social security costs and pension contributions included a provision
relating to the directors national insurance of €210,000. Of this provision,
€113,000 was subsequently reversed in 2023 contributing to the credit balance
for the year.
6. Directors' emoluments
2023 2022
€'000 €'000
Aggregate emoluments 142 116
Share options expense 416 1,728
558 1,844
Remuneration of the highest paid Director was €69,000 (2022: €57,000).
There are no retirement benefits accruing to the Directors. Details of
directors' remuneration are included in the Directors' Report.
7. Expenses by nature
2023 2022
€'000 €'000
Directors' emoluments 462 1,844
Employee emoluments 99 378
Professional and legal fees 722 509
Audit fees 56 86
Administrative expenditure 201 216
Impairment of assets (excluding investment) 1,527 618
Fundraising fees - 75
Research and development costs 781 821
3,848 4,547
8. Investments in associates
The Group has a 41.17% equity interest in ForCrowd Srl.
Summarised financial information of the Group's share in this associate is as
follows:
2023 2022
€'000 €'000
Loss from continuing operations (59) (69)
Impairment - (82)
Total comprehensive loss (59) (151)
Aggregate carrying amount of the 7 60
Group's interests in this
associate
9. Finance (costs)/income
2023 2022
€'000 €'000
(Loss)/gain on derivatives 9 (324)
Interest on convertible bonds (320) (325)
Bank revaluations 5 -
Interest credit on modification of convertible bonds - 9
Other gains or losses - -
Interest received 12 6
Bank fees (2) (2)
(296) (636)
10. Auditor's remuneration
2023 2022
€'000 €'000
Group Auditor's remuneration:
Fees payable to the Group's auditor for the audit of the Company 56 56
and consolidated financial statements:
Non audit services:
Other services (tax) - -
Subsidiary Auditor's remuneration
Other services pursuant to legislation - -
56 56
11. Employee numbers
Group Company
2023 2022 2023 2022
Number Number Number Number
The average number of Company's employees,
including directors during the period was as
follows:
Management and administration 3 4 3 4
12. Taxation
2023 2022
€'000 €'000
Corporation tax - current period (100) (117)
Corporation tax - prior period under provision (41) (86)
Foreign tax (1) (23)
Deferred taxation - -
Tax charge for the year (142) (226)
The Group has a potential deferred tax asset arising from unutilised trading
losses and management expenses available for carry forward and relief against
future taxable profits. The deferred tax asset has not been recognised in the
financial statements in accordance with the Group's accounting policy for
deferred tax.
The Group's unutilised losses are as follows: 2023 2022
€'million €'million
Trading losses 4 2
Management expenses 19 19
Non trade loan relationship deficits 2 2
Capital losses 9 8
The standard rate of tax for the current year, based on the UK effective rate of
corporation tax is 23.5% (2022: 19%). The standard rate of Research and
Development Tax credit is 10%/14.5% of the enhanced R&D expenditure. The actual
rate for the current and previous year varies from the standard rate for reasons
set out in the following reconciliation:
Continuing operations 2023 2022
€'000 €'000
Loss for the year before tax (4,348) (5,252)
Tax on ordinary activities at standard rate (1,022) (998)
Effects of:
Expenses not deductible for tax purposes 497 595
R&D enhancement (168) (153)
R&D losses surrendered 344 270
R&D Foreign Tax losses surrendered 11 11
Losses brought forward claimed - -
Tax losses available for carry forward against future profits 338 275
Total tax payable - -
Enhanced R&D expenditure 1,273 804
Total tax repayable - current year 100 117
Corporation tax - prior period under provision 41 86
Foreign tax 1 23
Total tax repayable 142 226
The UK government has announced that the corporation tax rate will increase from
19% to 25% with effect from 1 April 2023.
13. Earnings per share
The basic earnings per share is calculated by dividing the loss attributable to
equity shareholders by the weighted average number of ordinary shares in issue
during the period. Diluted earnings per share is computed using the weighted
average number of shares during the period adjusted for the dilutive effect of
share options, warrants and convertible loans outstanding during the period.
The loss and weighted average number of shares used in the calculation are set
out below:
2023 2022
Profit/ Weighted Per Profit/ Weighted Per share
(Loss) share (Loss)
average average no. amount
€'000 no. amount €'000
of shares Euro Cent
of shares Euro
Cent 000's
000's
Basic
earnings
per share
Continuing (4,206) 1,102,309 (0.382) (5,026) 989,497 (0.508)
operations
Total (4,206) 1,102,309 (0.382) (5,026) 989,497 (0.508)
operations
Fully
diluted
earnings
per share
Continuing (4,424) 1,727,130 (0.256) (5,091) 1,632,694 (0.312)
operations
Total (4,424) 1,727,130 (0.256) (5,091) 1,632,694 (0.312)
operations
14. Property, plant and equipment
Group Computers Total
€'000 €'000
Cost
At 1 January 2023 275 275
Additions - -
At 31 December 2023 275 275
Depreciation and impairment
At 1 January 2023 49 49
Depreciation charged in the year 57 57
At 31 December 2023 106 106
Carrying amount
At 31 December 2023 169 169
At 31 December 2022 226 226
The tangible fixed assets relate in full to the Group's IT infrastructure
dedicated to the R&D Programme.
The Parent Company held no tangible fixed assets during the years ended 31
December 2022 and 2023.
15. Intangible assets
Group Formation Expenses Total
€'000 €'000
Cost
At 1 January 2023 - -
Additions 2 2
At 31 December 2023 2 2
Amortisation
At 1 January 2023 - -
Amortisation charged in the year - -
At 31 December 2023 - -
Carrying amount
At 31 December 2023 2 2
At 31 December 2022 - -
The intangible assets relate in full to formation expenses.
16. Investments
The significant entities for which the Group owns shares, held at 31 December
2023, were as follows:
Group Ownership Country Company Net Assets/ Date of
Treatment
Companies Status (Liabilities) latest
€,000 accounts
Brainspark 100.00% UK Trading (36,169) 2022
Consolidated
Associates
Ltd
Clear 100.00% UK Trading (537) 2022
Consolidated
Leisure
2017 Ltd
QBT R&D Srl 100.00% Italy Trading (69) 2022
Consolidated
Milan 100.00% UK Dormant Nil 2022
Consolidated
Digital
Twin Ltd
London 100.00% UK Dormant Nil 2022
Consolidated
Digital
Twin Ltd
Miner One 100.00% UK Dormant Nil 2022
Consolidated
Ltd
Clear 100.00% Italy Dormant 10 2014 Not
Holiday
Consolidated
Srl
Mediapolis 71.72% Luxembourg Inactive (6,648) 2010 Not
Investment
Consolidated
S.A
Sosushi 99.30% Italy In 654 2013 Not
Company liquidation
Consolidated
Srl
Fallimento 84.04% Italy Liquidated 1,204 2016 Not
Mediapolis
Consolidated
Srl
Sipiem in 50.17% Italy In 645 2014 Not
Liquidazione liquidation
Consolidated
Srl
ForCrowd Srl 41.17% Italy Investment (8) 2022
Equity
-accou
nting
ClassFinance 20.00% Italy Investment (104) 2018 Held
at fair
in value
Liquidazione
Srl
PBV Monitor 10.00% Italy Investment 471 2022 Held
at fair
value
Geosim 4.53% Israel Investment (330) 2018 Held
at fair
Systems value
Beni 15.05% Italy Investment 14 2014 Held
at fair
Immobili value
Srl
TLT S.P.A 0.25% Italy Investment (2,476) 2016 Held
at fair
value
The registered office of all UK companies is: First Floor, 1 Chancery Lane,
London, England , WC2A 1LF.
The registered office for QBT R&D Srl is Via Mazzini 38, Rovigo (RO), 45100.
The registered office for Clear Holiday Srl is Viale Francesco Restelli 1/3,
Milano (MI), 20124.
The registered office for Mediapolis Investment S.A is Rue Val des Bons Malades
231, 2121, Luxembourg-Kirchberg.
The registered office for Sosushi Company Srl is Via Parravicini 40, Monza (MB),
20900.
The registered office for Fallimento Mediapolis Srl is Via Friuli 10, Burtolo
(TO), 10010.
The registered office for Sipiem in Liquidazione Srl is Via Mazzini 38, Rovigo
(RO), 45100.
The registered office for Forcrowd Srl is Via Vincenzo Monti 52, Milano (MI),
20123.
The registered office for Class Finance Srl is Via Conservaorio 30, 20122,
Milan .
The registered office for PBV Monitor Srl is Via Matteotti 13, Brebbia (VA),
21020.
The registered office for Geosim Systems Limited is Granit St. Petach-Tikva
4951446, Israel .
The registered office for Beni Immobili Srl is Via Torino 58, Biella (BI),
13900.
The registered office for TLT SPA is Via Trento 5, Biella (BI), 13900.
The directors have assessed the group's interests in other entities on an
individual basis and come to the overall conclusions as detailed in the table
above. Please see the note narrative for additional information on an entity by
entity basis.
Quantum Blockchain Technologies PLC
This entity is the UK based group parent.
Brainspark Associates Limited
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain
Technologies PLC and has been included in the consolidation.
Clear Leisure 2017 Limited
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain
Technologies PLC and has been included in the consolidation.
QBT R&D Srl
This entity is a 100% owned subsidiary of the group incorporated in Italy and
has been included in the consolidation.
Milan Digital Twin Limited
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain
Technologies PLC. This entity only includes unpaid share capital and has not
begun operating. It has been included in the consolidation with an overall
impact of nil.
London Digital Twin Limited
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain
Technologies PLC. This entity only includes unpaid share capital and has not
begun operating. It has been included in the consolidation with an overall
impact of nil.
Clear Holiday Srl
Clear Holiday Srl is a 100% owned subsidiary of the group incorporated in Italy .
Although QBT hold all of the shares, they do not have control of the company.
Therefore, this entity has not been consolidated on the basis that QBT do not
have control. The balances held within the company are not with external third
parties and therefore the overall impact on the accounts would be trivial.
Miner One Limited
Miner One Limited is a 100% owned UK based entity. The entity itself was
initially set up with the hope of transferring certain assets, notably a data
centre located in Serbia into its possession. However, due to disputes with the
previous joint venture partner this did not materialise. In 2021 this entity
remained dormant and did not trade during the year. This entity only includes
unpaid share capital and has not begun operating, it has been included in the
consolidation with an overall impact of nil.
Mediapolis Investment S.A.
Mediapolis Investment S.A. is a 71.72% owned subsidiary incorporated in
Luxembourg. The company itself is inactive and is not trading. Previous
management failed to pay accountants and local directors for the previous six
years and no financial statements have been filed for over seven years. Although
this entity is inactive and 71.72% of the shares are held by the group, there is
no active management in Luxembourg, and this has led to a difficulty in
finalizing a liquidation.
The most recent accounts available were produced in 2010 and the main asset held
by the entity is the investment of 13% of the capital in another former group
company, Fallimento Mediapolis Srl, which has been liquidated. This investment
is carried at approximately EUR6.6m and has been impaired to nil in previous
years. Therefore, the non-consolidation of this entity is deemed to be
immaterial to the group.
On 6 May 2021 Mediapolis Investment S.A. had entered a liquidation process and
the Group does not expect any further assets or liabilities to arise from these
proceedings.
Sosushi Company Srl
Sosushi Company Srl was a 99.3% owned entity incorporated in Italy . On 24 June
2021, the Company received notification that Sosushi had been declared bankrupt.
Sosushi has not been consolidated as the fair value has been determined as nil
and all receivables from the company have been fully impaired. The litigation is
held via Clear Leisure 2017.
Fallimento Mediapolis Srl
Fallimento Mediapolis Srl was an 84.04% equivalent owned entity incorporated in
Italy . Quantum Blockchain Technologies Plc held directly 74.67% of the capital
of the company whilst a 13% stake was held via Mediapolis Investment S.A as
noted above. The company was liquidated in 2017 and therefore this is the date
from which control is deemed to have been lost. There is ongoing bankruptcy
litigation however, the investment has been fully impaired. Therefore, the
financial information for Fallimento Mediapolis Srl has not been consolidated
into the group financial statements.
Sipiem In Liquidazione Srl
Sipiem in Liquidazione Srl, previously Sipiem S.P.A., ("Sipiem") was a 50.17%
owned entity incorporated in Italy . The entity had not been trading for a number
of years and was maintained due to ongoing legal matters with the former
directors. The company entered into liquidation in 2015. Therefore, this is the
date from which control is deemed to have been lost. Therefore, the financial
information for Sipiem has not been consolidated into the group financial
statements. The investment in Sipiem is accounted at fair value through profit
or loss. Furthermore, in August 2022 the company was declared bankrupt by the
Court of Rovigo, following a petition filed by Sipiem's liquidator with the
support of its main shareholder (Quantum Blockchain Technologies). Sipiem's
bankruptcy does not impact the Company's balance sheet, as the litigation is
held via Clear Leisure 2017.
In November 2022, the Venice Court issued its final judgement in respect of the
Company's legal claim against the previous management, which is held via CL17 in
which it ruled in favour of CL17 and ordered the defendants to pay an aggregate
amount of €6,188,974 (plus interest and adjustments for inflation to accrue from
different dates until the date of payment) in damages, plus €85,499 in legal
expenses (together the "Award Payment"). The Award Payment is subject to tax
duties in Italy . It is worth noting that the exact amount of the Award Payment
that will be collected by the Company and the timing of receipt of any such
funds have not yet been finalised.
In March 2023, the Company announced that at the hearing for the Sipiem
litigation at the Venice Appeal Court, the judge ruled in favour of CL17,
thereby allowing CL17 to seek enforcement of the Award Payment against the main
Sipiem defendant (a former director of Sipiem, who is individually liable for
the full amount of the Award Payment). The Appeal Court did, however, grant the
remaining Sipiem defendants' request to enjoin enforcement of the judgment
against the members of the internal audit committee and the main defendant's
family members.
In May 2024 , the Company announced that at the end of April 2024, it reached an
agreement with some of the Sipiem litigation co-liable defendants who have
settled their position for €700,000 (which, net of certain costs, has been
received by CL17).At the same time, CL17 also reached an agreement with the
Sipiem's receiver, acquiring its right to receive 30% of any sums collected (net
of legal and other costs) from the Sipiem litigation, as envisaged in the 2019
claim purchase agreement (through which CL17 acquired the Sipiem litigation) for
an amount of €170,000, giving CL17 rights to all funds recovered.
On 18 June 2024, the Company announced that the Venice Court of Appeal confirmed
the ruling of the 2022 lower court Judgment in favour of CL17 (save for
€105,412), amounting to €6,083,562 (plus interest and adjustments for inflation)
in damages, plus €134,166 for legal expenses. As the appeal ruling has been
issued prior to the scheduling of the hearing regarding the €700,000 settlement,
such settlement is now deemed void. So is the €170,00 agreement with the
Receiver, as strictly connected to the above settlement. Through its ruling, the
Venice Court of Appeal removed any opposition to the enforceability, by CL17, of
the above amounts against all defendants.
While the above matter is currently being assessed by the Company's legal team,
the Company still hold the above Settlement funds, minus the €170,000 paid to
the Receiver for the 30% rights. In the meantime, all the parties involved,
namely the Receiver, the Sipiem's statutory auditor's lawyers and the insurer's
lawyers are being contacted to discuss the contractual implications of the
voided Settlement.
[image]
The post money valuation at which the Company invested in 2018 was €340,000,
which also represented the Company's valuation of PBV in Pre Covid-19
conditions. The difference between this original value and the current Fair
Value is not attributable to a change of fundamentals to the business.
Similarly, the progress made since 2020 has not highlighted any significant
divergence from the original business plan.
The difference in the valuation is therefore attributable to lower value
attributed to the company during the 2022 equity round. The key assumptions
underpinning the equity round at the start of 2022 remain applicable.
The Fair Value assessment of PBV Monitor, is directly related to the company's
valuation in future rounds.
Geosim Systems Limited
Geosim Systems Limited is a 4.53% owned investment in an entity incorporated in
Israel . The investment has been recognised in the accounts through its fair
value and is held via Brainspark Associates Limited.
The Fair Value of Geosim (€320,000, 2022: €622,000) has been assessed in
relation to the last equity round of the company in 2018, in which Quantum
Blockchain Technologies' 533,990 Geosim shares have been valued at $1.25 each.
The difference in the valuation between 2023 and 2022, attributable to an
impairment during the year.
The Fair Value assessment of Geosim is directly related to the company's
valuation in future rounds and to the EUR/USD exchange rate.
Beni Immobili Srl
Beni Immobili Srl is a 15.05% equivalent owned investment in an entity
incorporated in Italy . The shares in this company are held via Sipiem No fair
value is recognised for this investment as the entity has minimal net assets and
the valuation would be trivial to the consolidated financial statements.
Moreover, as the investment is held via Sipiem, which is in liquidation, the
investment has not been recognised as an asset.
TLT S.P.A
TLT S.P.A is a 0.25% owned investment based in Italy . No fair value is
recognised for this investment as the entity has a large net liability position
and due to the small shareholding, any potential valuation would be trivial to
the consolidated financial statements. Moreover, as the investment is held via
Sipiem, there has been a complete fair value loss and the investment amount has
been derecognised.
Carrying value of investments Group Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
At as 1 January 677 664 65 298
Additions 22 50 22 50
Fair value decrease (303) (72) - (283)
Foreign exchange - 35 - -
Carrying value at 31 December 396 677 87 65
An amount of €320,000 (2022: €622,000) included within Group investments held
for trading is a level 3 investment and represents the fair value of 533,990
shares in GeoSim Systems Ltd. GeoSim Systems Ltd is an Israeli company seeking
to establish itself as the world leader in building complete and photorealistic
3D virtual cities and in delivering them through the Internet for use in local
searches, real estate and city planning, homeland security, tourism and
entertainment.Quantum Blockchain Technologiesowns 4.53% of GeoSim Systems Ltd.
An amount of €76,000 (2022: €55,000) included within Company investments held
for trading is a level 3 investment and represents the fair value of a 10%
interest in PBV Monitor Srl ("PBV"). PBV is an Italian company specialising in
the acquisition and dissemination of data for the legal services industry,
utilising proprietary market intelligence tools and dedicated search software.
Quantum Blockchain Technologies acquired 10% of PBV in December 2018 and has
purchased more shares in January and February 2022 to maintain their 10%
shareholding. As part of the initial investment agreement, Quantum Blockchain
Technologies was granted a seat on the board of PBV and was appointed as
exclusive advisor to PBV regarding the possible sale of PBV from 1 January 2020
for a period of four years and will be entitled to a 4% commission fee on the
proceeds of any sale.
Investments held at cost Group Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
At as 1 January - - 10 10
Additions - - 1 -
Fair value decrease - - - -
Foreign exchange - - - -
Carrying value at 31 December - - 11 10
The value of the investment at cost represents €10,000 for QBT R&D and €1,000
for BAL which was not previously recognised.
17. Trade and other receivables
Group Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
Trade receivables 14 14 - -
Other receivables 3,154 4,537 189 280
Amounts owed by related parties 75 75 757 776
3,243 4,626 946 1,056
Group other receivables includes an amount of €132,000 (2022: €132,000) due in
relation to the Fallimento Mediapolis Srl bankruptcy procedure; and an amount of
€2,818,000 (2022: €4,037,000) due in relation to the ongoing Sipiem legal claim,
which is unsecured, interest free and does not have fixed terms of repayment.
The balance also includes an amount of -€112,000 (2022: €0) in CL17 to record
the guarantee made against fellow group entity debtors. An intercompany balance
of €4,445,000 was fully impaired in the year.
The Directors consider that the carrying value of trade and other receivables
approximates to their fair value.
18. Cash and cash equivalents
Group Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
Bank current accounts 2,057 463 2,041 449
2,057 463 2,041 449
The Directors consider the carrying amounts of cash and cash equivalents
approximates to their fair value.
19. Trade and other payables
Group Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
Trade payables 85 147 64 122
Other payables 138 183 138 320
Accruals 190 135 188 135
Trade and other payables 413 465 390 577
The Directors consider that the carrying value of trade and other payables
approximates to their fair value.
Included within other payables are intercompany balances that are not eliminated
on consolidation, PAYE, national insurance and pension liabilities outstanding
as at the year end, and unpaid salary balances.
Accruals relate to R&D, consulting and accountancy costs incurred by the Group
that had not been invoiced by the year end.
20. Borrowings
Group Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
Zero rate convertible bond 2015 5,202 5,148 5,202 5,148
Zero rate convertible bond 2020 2,249 2,983 2,249 2,983
7,451 8,131 7,451 8,131
Disclosed as:
Current borrowings 7,451 - 7,451 -
Non-current borrowings - 8,131 - 8,131
7,451 8,131 7,451 8,131
Interest on the bonds are accrued on a monthly basis. Presented in the bonds
line item above is the principal amount plus all interest accrued as at 31
December 2023.
On 25 March 2013 the Company issued €3,000,000 nominal value of zero rate
convertible bonds at a discount of 22%. The bonds are convertible at 15p per
share and have a redemption date of 15 December 2015.
During 2014 the Company issued €1,885,400 zero bonds in settlement of £1,563,000
7% bonds (see above). Also €600,000 zero bonds were issued in settlement of a
debt of €518,000 and €450,000 bonds were issued for cash realising €412,000
before expenses.
On 15 December 2015 the bondholders meeting approved the amendments on the Zero
Rate Convertible Bond 2015, originally due on 15 December 2015; Under new terms
the final maturity date of the Bond is 15 December 2017 and the interest has
been reduced from 9.5% to 7%.
On 15 December 2016 the bondholders meeting approved the amendments on the Zero
Rate Convertible Bond 2015, originally due on 15 December 2017; Under new terms
the final maturity date of the Bond is 15 December 2018 and the interest has
been reduced from 7% to 1%.
On 19 June 2018, the holders of its €9.9m Bonds agreed to extend the final
maturity date of the Bonds from 15 December 2018 to 15 December 2022. The
Company is now able to convert the Bonds into new ordinary shares of 0.25p each.
On 28 December 2018, bonds with a face value of €2,100,000 plus cumulative
interest were converted into 50,992,826 new ordinary shares of 0.25 pence at a
price of 3.76 pence per share.
On 5 October 2020, Eufingest SA agreed to extend the repayment date of all loans
advanced to the company amounting to €3,375,000 and £30,000 to 31 October 2020.
On 9 November 2020 Eufingest SA agreed to convert all outstanding loans and
accrued interest amounting to €3,423,707 into Zero rate convertible bond 2020.
The Zero Coupon Bonds 2020 accrue interest at a rate of 2% per annum.
Bondholders can convert at any time up to 15 December 2022 at a conversion price
of £0.01 per share.
In April 2022, QBT agreed with the sole bondholder of the €3.5m 2020 Zero Coupon
Bond to extend the maturity date from December 2022 to December 2024.
Also, with regard to the 2015 Zero Coupon Bond, via a Bondholders' meeting held
on 21 April 2022, the Company extended the maturity date from 15 December 2022
to 15 December 2024 and amended the conversion price into Company's new ordinary
shares from 15p to 5p.
On 7 July 2023, the Company received a conversion notice from MC Strategies AG
to convert €1m of the 2020 Zero Coupon Bond into new ordinary shares of 0.025p
each in the Company. The conversion price was 1p per share an as a result, the
Company issued and allotted 89,000,000 New Shares. Following the conversion,
face value of the remaining Bond has decreased to €2,493,575.
21. Financial instruments
Key Assumptions
The derivative element of the Zero Coupon Bonds 2015 were valued at each year
end using the Black Scholes option pricing model. The following assumptions were
used at each period end.
Zero Coupon Bonds 2015
2023 2022
Share price 1.575p 1.125p
Expected life 1 year 2 years
Volatility 146.2% 136%
Dividend yield 0% 0%
Risk free interest rate 3.46% 3.58%
Fair value 0.45p 0.5p
The Group's financial instruments comprise cash, investments at fair value
through profit or loss, investments in equity-accounted associates, trade
receivables, trade payables that arise from its operations and borrowings. The
main purpose of these financial instruments is to provide finance for the
Group's future investments and day to day operational needs.
The Group does not enter into any derivative transactions such as interest rate
swaps or forward foreign exchange contracts, as the Group's exposure to
movements in foreign exchange rates is not considered significant (see foreign
currency risk management). The main risks faced by the Group are limited to
interest rate risk on surplus cash deposits and liquidity risk associated with
raising sufficient funding to meet the operational needs of the business.
The Board reviews and agrees policies for managing these risks and they are
summarised below.
FINANCIAL ASSETS BY CATEGORY
The categories of financial assets included in the statement of financial
position and the headings in which they are included are as follows:
2023 2022
€'000 €'000
Financial assets:
Financial assets held at fair 396 677
value through profit and loss
Investments in equity 7 60
-accounted associates
Trade and other receivables 3,243 4,284
Cash and cash equivalents 2,057 463
5,703 5,484
FINANCIAL LIABILITIES BY CATEGORY
The categories of financial liabilities included in the statement of financial
position and the headings in which they are included are as follows:
2023 2022
€'000 €'000
Financial liabilities at amortised cost:
Trade and other payables 413 465
Provisions 98 210
Borrowings 7,451 8,131
Derivative 459 468
8,421 9,274
Financial instruments measured at fair value:
Level 1 Level 2 Level 3
€'000 €'000 €'000
As at 31 December 2023
Investments at fair - - 396
value through profit or
loss
- - 396
As at 31 December 2022
Investments at fair - - 677
value through profit or
loss
- - 677
The valuation techniques and significant unobservable inputs used in determining
the fair value measurement of level 2 and level 3 financial instruments, as well
as the inter-relationship between key unobservable inputs and fair value, are
set out in the table below.
+-----------+--------------+-----------------------+---------------------------+
|Financial |Valuation |Significant |Inter - relationship |
|Instruments|technique used|unobservable inputs |between key unobservable |
| | |(Level 3 only) |inputs and fair value |
| | | |(level 3 only) |
+-----------+--------------+-----------------------+---------------------------+
|Investments|Based on issue|Assessment of |If loan was considered not |
| |of shares in |recoverability of loan.|to be recoverable this |
| |the | |would result in the |
| |investments | |reduction in the fair value|
| |held by the | |of the investment. |
| |Group and | | |
| |directors | | |
| |assessment on | | |
| |the | | |
| |recoverability| | |
| |of loans. | | |
+-----------+--------------+-----------------------+---------------------------+
The Group has adopted fair value measurements using the IFRS 7 fair value
hierarchy.
Categorisation within the hierarchy has been determined on the basis of the
lowest level of input that is significant to the fair value measurement of the
relevant asset as follows:
Level 1:valued using quoted prices in active markets for identical assets;
Level 2:valued by reference to valuation techniques using observable inputs
other than quoted prices included in Level 1;
Level 3:valued by reference to valuation techniques using inputs that are not
based on observable markets criteria.
The Level 3 investment refers to an investment in GeoSim Systems Ltd and PBV
Monitor Srl.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able
to continue as going concerns while maximising the return to stakeholders
through optimisation of the debt and equity balance. The capital structure of
the Group consists of debt attributable to convertible bondholders, borrowings,
cash and cash equivalents, and equity attributable to equity holders of the
Group, comprising issued capital, reserves and retained earnings, all as
disclosed in the Statement of Financial Position.
Significant accounting policies
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 disclosed in Note 2 to the financial
statements.
Financial risk management objectives
The Company is exposed to a variety of financial risks which result from both
its operating and investing activities. The Group's risk management is
coordinated by the board of directors and focuses on actively securing the
Company's short and medium-term cash flows by raising liquid capital to meet
current liability obligations.
Market price risk
The Company's exposure to market price risk mainly arises from movements in the
fair value of its investments held for trading. The Group manages the investment
price risk within its long-term investment strategy to manage a diversified
exposure to the market. If the investments were to experience a rise or fall of
15% in their fair value, this would result in the Group's net asset value and
statement of comprehensive income increasing or decreasing by €60,000 (2022:
€102,000).
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which monitors the Group's short, medium and long-term funding and
liquidity management requirements on an appropriate basis. The Group has
adequate cash balances at the reporting date (refer to Note 2 - Basis of
preparation and going concern) to sustain the operational existence over the
next twelve months. The Group expects to continue securing resources from
disposals and realisation of the "Legacy Assets". Furthermore, the Company
expect to be able to start it commercial activity in the coming months, although
prudentially, no significant revenues have been included in the short-term
financial projections. This is an on-going ongoing process and the directors are
confident with their cash flow models.
The following are the undiscounted contractual maturities of financial
liabilities:
Carrying Less than 1 year Between Total
Amount 1 and 5 years
€'000 €'000 €'000 €'000
As at 31
December 2023
Trade and other 413 413 - 413
payables
Provisions 98 98 - 98
Borrowings 7,451 7,451 - 7,451
Derivative 459 459 - 459
financial
instruments
8,421 8,421 - 8,421
As at 31
December 2022
Trade and other 465 465 - 465
payables
Provisions 210 210 - 210
Borrowings 8,131 - 8,131 8,131
Derivative 468 - 468 468
financial
instruments
9,274 675 8,599 9,274
Management believes that based on the information provided in Note 2 - in the
`Basis of preparation' and `Going concern', that future cash flows from
operations will be adequate to support these financial liabilities.
Interest rate risk
The Group and Company manage the interest rate risk associated with the Group
cash assets by ensuring that interest rates are as favourable as possible,
whilst managing the access the Group requires to the funds for working capital
purposes.
The Group's cash and cash equivalents are subject to interest rate exposure due
to changes in interest rates. Short-term receivables and payables are not
exposed to interest rate risk. The borrowings are at fixed interest rates.
Group Company
2023 2022 2023 2022
€'000 €'000
Fixed rate instruments
Financial assets 3,472 5,021 194 222
Financial liabilities 7,830 8,528 7,808 8,503
Change in interest rates will affect the Group's income statement as follows:
Gain / (loss)
Group 2023 2022
€'000 €'000
Euribor +0.5% / -0.5% +10 / -10 +2 / -2
The analysis was applied to cash and cash equivalents based on the assumption
that the amount of asset as at the reporting date was available for the whole
year.
Foreign currency risk management
The Group undertakes certain transactions denominated in currencies other than
Euro, hence exposures to exchange rate fluctuations arise. Amounts due to fulfil
contractual obligations of £387,000 (2022: £435,000) are denominated in
sterling. An adverse movement in the exchange rate will impact the ultimate
amount payable, a 10% increase or decrease in the rate would result in a profit
or loss of £39,000 (2022: £44,000). The Group's functional and presentational
currency is the Euro as it is the currency of its main trading environment, and
most of the Group's assets and liabilities are denominated in Euro. The parent
company is located in the sterling area.
Credit risk management
The Group's financial instruments, which are subject to credit risk, are
considered to be trade and other receivables. There is a risk that the amount to
be received becomes impaired. The Group's maximum exposure to credit risk is
€3,243,000 (2022: €4,626,000) comprising receivables during the period. About
87% (2022: 87%) of total receivables are due from a single company. The ageing
profile of trade receivables was:
2023 2022
Total Allowance for Total Allowance for impairment
book impairment book
value value
Group €'000 €'000 €'000 €'000
Current 3,243 - 4,626 -
3,243 - 4,626 -
Company
Current 946 - 1,056 -
946 - 1,056 -
22. Provisions
Group Company
2023 2022 2023 2022
€'000 €'000 €'000 €'000
Provision for potential payroll tax liability 98 210 98 210
Provisions 98 210 98 210
The above provision relates to a potential tax liability owed on the directors'
remuneration from previous years.
23. Share capital and share premium
ISSUED AND Number of Number of Ordinary Deferred Share Total
FULLY PAID: ordinary premium
shares deferred share share €'000
capital €'000
shares capital
€'000
€'000
At 1 945,051,851 199,409,377 2,754 5,467 49,442 57,663
January
2022
Issue of 52,500,000 - 157 - 1,099 1,256
shares
At 31 997,551,851 199,409,377 2,911 5,467 50,541 58,919
December
2022
Issue of 293,761,904 - 841 - 3,624 4,465
shares
At 31 1,291,313,755 199,409,377 3,752 5,467 54,165 63,384
December
2023
All ordinary shares carry equal rights.
The deferred shares have restricted rights such that they have no economic
value.
24. Share based payments
On 26 May 2023, an employee was granted options to subscribe for 1,000,000 new
ordinary shares in the Company at an exercise price of 5 pence per share and
1,000,000 new ordinary shares in the Company at an exercise price of 10 pence
per share. The options are exercisable for the period between 1 November 2023
and 25 May 2025.
On 31 May 2023, two employees were granted options to subscribe for 5,000,000
new ordinary shares in the Company at an exercise price of 10 pence per share.
The options are exercisable at any time before 25 May 2025.
On 31 May 2023, the Company has extended the exercise period for certain other
options previously granted, as follows:
+---------+--------+-------------------------------+--------------------------+
|Number of|Exercise|Previous End of Exercise Period|New End of Exercise Period|
|Options |Price | | |
+---------+--------+-------------------------------+--------------------------+
|2,500,000|5p |06/05/2024 |25/05/2025 |
+---------+--------+-------------------------------+--------------------------+
|2,500,000|5p |28/02/2023 |25/05/2025 |
+---------+--------+-------------------------------+--------------------------+
|7,500,000|5p |31/03/2023 |25/05/2025 |
+---------+--------+-------------------------------+--------------------------+
|5,000,000|10p |30/06/2023 |25/05/2025 |
+---------+--------+-------------------------------+--------------------------+
The total share-based payment expense recognised in the income statement for the
year ended 31 December 2023 in respect of the share options granted was €416,000
(2022: €1,854,000).
The significant inputs to the model in respect of the options granted during the
year were as follows:
5p 10p
Share price 1.125p - 3.100p 1.175p - 3.050p
Expected life 2 months - 3 years 6 months - 3 years
Volatility 130% - 137% 130% - 137%
Dividend yield 0% 0%
Risk free interest rate 0.76% - 4.27% 0.76% - 4.27%
Fair value 0.0p - 2.1p 0.0p - 1.7p
The table below discloses the movements in share options during the year.
Number of Granted Exercised Lapsed Number of Exercise Expiry
options at in the in the in the options at Price, date
year year year pence
1 Jan 2023 31 Dec 2023
105,000,000 105,000,000 5.00 06.05.2026
105,000,000 105,000,000 10.00 06.05.2026
5,000,000 5,000,000 5.00 06.05.2025
5,000,000 5,000,000 10.00 06.05.2025
2,500,000 2,500,000 5.00 25.05.2025
5,000,000 5,000,000 10.00 01.12.2026
2,500,000 2,500,000 5.00 15.12.2024
2,500,000 2,500,000 10.00 15.12.2024
2,500,000 2,500,000 5.00 15.12.2024
2,500,000 2,500,000 5.00 25.05.2025
2,500,000 2,500,000 5.00 25.05.2025
5,000,000 5,000,000 5.00 25.05.2025
5,000,000 5,000,000 10.00 25.05.2025
5,000,000 5,000,000 5.00 22.05.2025
5,000,000 5,000,000 10.00 22.05.2025
5,000,000 5,000,000 5.00 31.10.2023
1,000,000 1,000,000 5.00 25.05.2025
1,000,000 1,000,000 10.00 25.05.2025
5,000,000 5,000,000 10 25.05.2025
265,000,000 7,000,000 5,000,000 267,000,000
On 20 December 2022, Peter Fuhrman, a director, was granted options to subscribe
for 2,500,000 new ordinary shares in the Company at an exercise price of 5 pence
per share. The options are exercisable for the period between 12 September 2022
and 15 December 2024. Peter Fuhrman was also granted options to subscribe for
2,500,000 new ordinary shares in the Company at an exercise price of 10 pence
per share. The options are exercisable for the period between 12 September 2022
and 15 December 2024.
On 20 December 2022, Mark Michael Trafeli, a director, was granted options to
subscribe for 2,500,000 new ordinary shares in the Company at an exercise price
of 5 pence per share. The options are exercisable for the period between 1
September 2022 and 15 December 2024.
On 20 December 2022, a consultant was granted options to subscribe for 2,500,000
new ordinary shares in the Company at an exercise price of 5 pence per share.
The options are exercisable for the period between 20 December 2022 and 31 March
2023. Another consultant was granted options to subscribe for 2,500,000 new
ordinary shares in the Company at an exercise price of 5 pence per share. The
options are exercisable for the period between 20 December 2022 and 31 March
2023. A third consultant was granted options to subscribe for 5,000,000 new
ordinary shares in the Company at an exercise price of 5 pence per share. The
options are exercisable for the period between 20 December 2022 and 31 March
2023. The third consultant was also granted options to subscribe for 5,000,000
new ordinary shares in the Company at an exercise price of 10 pence per share.
The options are exercisable for the period between 1 January 2023 and 30 June
2023. A fourth consultant was granted options to subscribe for 5,000,000 new
ordinary shares in the Company at an exercise price of 5 pence per share. The
options are exercisable for the period between 20 December 2022 and 22 May 2025.
The fourth consultant was also granted options to subscribe for 5,000,000 new
ordinary shares in the Company at an exercise price of 10 pence per share. The
options are exercisable for the period between 23 May 2023 and 22 May 2025. On
20 December 2022, a fifth consultant was granted options to subscribe for
5,000,000 new ordinary shares in the Company at an exercise price of 5 pence per
share. The options are exercisable for the period between 20 December 2022 and
31 October 2023.
The total share-based payment expense recognised in the income statement for the
year ended 31 December 2023 in respect of the share options granted was €416,000
(2022: €1,854,000).
The significant inputs to the model in respect of the options granted during the
prior year were as follows:
5p 10p
Share price 1.175p - 3.100p 1.175p - 3.050p
Expected life 2 months - 3 years 6 months - 3 years
Volatility 130% - 136% 130% - 136%
Dividend yield 0% 0%
Risk free interest rate 0.76% - 3.58% 0.76% - 3.58%
Fair value 0.0p - 2.1p 0.0p - 1.7p
The table below discloses the movements in share options during 2022.
Number of Granted Exercised Lapsed Number of Exercise Expiry
options at in the in the in the options at Price, date
year year year pence
1 Jan 2022 31 Dec 2022
105,000,000 105,000,000 5.00
06.05.2026
105,000,000 105,000,000 10.00
06.05.2026
10,000,000 10,000,000 5.00
15.08.2022
5,000,000 5,000,000 5.00
06.05.2025
5,000,000 5,000,000 10.00
06.05.2025
2,500,000 2,500,000 5.00
06.05.2024
5,000,000 5,000,000 10.00
01.12.2026
2,500,000 2,500,000 5.00
15.12.2024
2,500,000 2,500,000 10.00
15.12.2024
2,500,000 2,500,000 5.00
15.12.2024
2,500,000 2,500,000 5.00
31.03.2023
2,500,000 2,500,000 5.00
31.03.2023
5,000,000 5,000,000 5.00
31.03.2023
5,000,000 5,000,000 10.00
30.06.2023
5,000,000 5,000,000 5.00
22.05.2025
5,000,000 5,000,000 10.00
22.05.2025
5,000,000 5,000,000 5.00
31.10.2023
237,500,000 37,500,000 10,000,000 265,000,000
25. Other reserves
The Group considers its capital to comprise ordinary share capital, share
premium, retained losses and its convertible bonds. In managing its capital, the
Group's primary objective is to maintain a sufficient funding base to enable the
Group to meet its working capital and strategic investment needs. In making
decisions to adjust its capital structure to achieve these aims, through new
share issues, the Group considers not only their short-term position but also
their long-term operational and strategic objectives.
Group Merger Loan note Share Capital Total
reserve equity option redemption other
reserve reserve reserve reserves
€'000
€'000 €'000 €'000 €'000
At 1 January 8,325 462 2,622 - 11,409
2022
Grant of - - 1,854 - 1,854
share
options
Modification - - - 549 549
of bond
At 31 8,325 462 4,476 549 13,812
December
2022
Grant of - - 416 - 416
share
options
Modification - - - - -
of bond
At 31 8,325 462 4,892 549 14,228
December
2023
Company Loan note Share Capital Total other reserves
equity option redemption
reserve reserve reserve €'000
€'000 €'000 €'000
At 1 January 462 2,622 - 3,084
2022
Grant of - 1,854 - 1,854
share
options
Modification - - 549 549
of bond
At 31 462 4,476 549 5,487
December
2022
Grant of - 416 - 416
share
options
Modification - - - -
of bond
At 31 462 4,892 549 5,903
December
2023
26. Ultimate controlling party
The Group considers that there is no ultimate controlling party.
27. Related party transactions
Transactions between the company and its subsidiaries, which are related parties
have been eliminated on consolidation, but are disclosed where they relate to
the parent company. These transactions along with transactions between the
company and its investment holdings are disclosed in the table below, with all
amounts being presented in Euros and being owed to the Group:
2023 2022 2023 2022
Related party Group Group Company Company
Clear Leisure 2017 Limited - - 265,631 255,575
QBT R&D Srl - - 410,881 448,655
Geosim Systems Limited 49,874 49,605 55,386 49,605
ForCrowd Srl 55,000 25,000 55,000 22,500
104,874 74,605 786,898 776,335
During the year, Quantum Blockchain Technologies Limited made sales totalling
€10,000 (2022: €10,000) to QBT R&D Srl, for consulting services.
During the year, QBT R&D Srl made sales totalling €109,000 (2022: €109,000) to
Quantum Blockchain Technologies Plc, for consulting and R&D services.
During the year, Infusion 2009 Limited, a company in which F Gardin is a
Director, charged Quantum Blockchain Technologies Plc €288,000 (2022: €200,000)
for consulting company fees for R&D coordination. The amount owed to Infusion
2009 Limited at year end is €nil (2022: €34,000).
Remuneration of key management personnel
The remuneration of the directors, who are the key personnel of the group, is
included in the Directors
Report and within note 6. Under "IAS 24: Related party disclosures", all their
remuneration is in relation to short-term employee benefits.
28. Events after the reporting date
During the first months of 2024, the Company has been involved in the following:
In January the Company reported an extension of the maturity of the €3.5m 2020
Zero Coupon Bond from 15 December 2024 to December 2026 with the sole Bondholder
of the Company, MC Strategy S.A.
In February a meeting was held on 22 February 2024 with regard to the 2013 Zero
Coupon Bond. The Company extended the maturity date from 15 December 2024 to 15
December 2026 and modified the conversion price from 5p to 3p.
In March 2024, the Company announced a new development, called Method C, based
on Machine Learning and using predictive AI technology that is producing
consistent results during testing. In testing environments Method C had
favourably demonstrated predictive ability in c. 30% of instances where it was
input to SHA-256 producing a winning hash, resulting in a potential saving of
energy. At the same time, QBT announced that it had commenced development of a
proprietary ASIC chip. A working prototype is about to undergo development to
confirm performance levels, and the Company entered into early-stage exploratory
discussions with Bitcoin rig manufacturers and US Bitcoin mining companies. Also
in March, the Company noted that the porting of Method A and Method B into
commercial rigs had proven to be very challenging. The R&D team engaged in
testing different solutions for the final stage in order to deliver a fully
reliable product. Finally, per the same announcement, QBT disclosed that its
first two patent applications (ASIC UltraBoost and ASIC EnhancedBoost) were
making positive headway and that a third patent application was being drafted
concerning the proprietary quantum version of SHA-256.
In May 2024, the Company announced that at the end of April 2024, it reached an
agreement with certain of the Sipiem litigation co-liable defendants who have
settled their position for €700,000 (which, net of certain costs, has been
received by CL17). Following this agreement, the remaining value of the Award
Payment is approximately €5.575 million (plus interest and inflation adjustment)
which amount CL17 continues to pursue.
At the same time, CL17 also reached an agreement with the Sipiem's receiver,
acquiring its right to receive 30% of any sums collected (net of legal and other
costs) from the Sipiem litigation, as envisaged in the 2019 claim purchase
agreement (through which CL17 acquired the Sipiem litigation) for an amount of
€170,000, giving CL17 rights to all funds recovered, namely the €700,000 of the
above agreement and the balance amounting to €5.575 million plus interest and
augmentation for inflation.
In June, QBT confirmed that the payment of €700,000 had been completed, and that
€170,000 has been paid by CL17 to Sipiem's Receiver with respect to the
acquisition by CL17 of the Receiver's right to receive 30% of any further sums
collected in connection with the claim (net of legal fees).
Subsequently, in June 2024, the Company announced that the Venice Court of
Appeal confirmed the ruling of the 2022 lower court Judgment in favour of CL17
(save for €105,412), amounting to €6,083,562 (plus interest and adjustments for
inflation) in damages, plus €134,166 for legal expenses. As the appeal ruling
has been issued prior to the scheduling of the hearing regarding the Settlement,
such settlement is now deemed void. While the above matter is currently being
assessed by the Company's legal team,
the Company still hold the above Settlement funds, minus the €170,000 paid to
the Receiver for the 30% rights. In the meantime, all the parties involved,
namely the Receiver, the Sipiem's statutory auditor's lawyers and the insurer's
lawyers are being contacted to discuss the contractual implications of the
voided Settlement.
-ends-
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Quantum Blockchain Technologies Plc
Quantum Blockchain Technologies Plc - Final Results
26th June 2024, 06:00
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