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REG - ARGO Group Limited - Annual Report and Accounts, Year ended 31 Dec 2023

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RNS Number : 6911M  ARGO Group Limited  30 April 2024

 

 

Argo Group Limited

("Argo" or the "Company")

 

Annual Report and Accounts for the Year ended 31 December 2023

 

 

Argo today announces its final results for the year ended 31 December 2023.

 

The Company will today make available its report and accounts for the year
ended 31 December 2023 on the Company's website www.argogrouplimited.com
(http://www.argogrouplimited.com) . These will be sent by post to shareholders
no later than 31 May 2024.

 

Key highlights for the twelve months ended 31 December 2023

 

-     Revenues US$3.1 million (2022: US$2.5 million)

-     Operating loss US$1.4 million (2022: operating loss US$2.3 million)

-     Loss before tax US$14.4 million (2022: loss before tax of US$3.4
million)

-     Net assets US$5.1 million (2022: US$19.6 million)

 

Commenting on the results and outlook, Kyriakos Rialas, Chief Executive of
Argo said:

 

"Argo Group Limited is pleased to present its results for 2023 with much
improved operating revenue and reduced operating loss compared to 2023. In
2023 the directors decided to fully provide for the loan advanced to Ukraine
to finance the Odessa Riveria shopping mall considering that the war is
unlikely to end soon.  The year has also been volatile for The Argo Fund
Limited, which was trending lower in the first part of the year as inflation
and interest rates were rising but recovered strongly towards the end of the
year following Powell's interest rate pivot that pushed 10-year yields to
below 4%. The year-end rally, with Emerging market sovereign bonds
outperforming on likely interest rate cuts and positive contribution from
restructured and stressed sovereign bonds especially Argentina and Ecuador saw
the Argo Fund rising by 7.8% in 2023. During the year the group added a third
managed account to invest in Emerging market equities. The macro rates and FX
strategies in the other two managed accounts performed reasonably well during
2023. The Group added two experienced personnel during the year, an economist
and a trader and managed to control overheads and operating expenses at a
similar level to 2022.

2024 continues in positive territory with The Argo Fund Limited marginally
topping its previous high watermark which if maintained until year end will
deliver some performance fees too."

 

 

 

 

 

Enquiries

 

Argo Group Limited

Andreas Rialas

020 7016 7660

 

Panmure Gordon(UK) Limited

Dominic Morley

020 7886 2500

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018.

 

 

CHAIRMAN'S STATEMENT

 

Key highlights for the twelve months ended 31 December 2023

 

-     Revenues US$3.1 million (2022: US$2.5 million)

-     Operating loss US$1.4 million (2022: operating loss US$2.3 million)

-     Loss before tax US$14.4 million (2022: loss before tax of US$3.4
million)

-     Net assets US$5.1 million (2022: US$19.6 million)

 

The Group and its objective

 

Argo's investment objective is to provide investors with absolute returns in
the funds that it manages by investing in multi strategy investments in
emerging markets.

 

Argo was quoted on the AIM market in November 2008 and has a performance track
record dating back to 2000.

 

Business and operational review

 

This report sets out the results of Argo Group Limited for the year ended 31
December 2023.

 

For the year ended 31 December 2023 the Group generated revenues of US$3.1
million (2022: US$2.5 million) with management fees accounting for US$2.1
million (2022: US$2.2 million). The Group also generated incentive fees of
US$0.1 million (2022: US$ nil) during the year.

 

Total operating costs, ignoring bad debt provisions, are US$3.8 million (2022:
US$4.2million). The Group has provided against management fees of US$0.7
million (2022: US$0.6 million) from the Designated Investment share class in
TAF.  In the Directors' view these amounts are fully recoverable however they
have concluded that it would be appropriate to carry a provision against these
receivables as the timing of the receipts should match the exit from the
investments in this share class.

 

Overall, the financial statements show an operating loss for the year of
US$1.4 million (2022: operating loss US$2.3 million) and a loss before tax of
US$14.4 million (2022: loss before tax of US$3.4 million) reflecting the
realised and unrealised profit on current asset investments of US$0.3 million
(2022: unrealised loss of US$1.6 million), an expected credit loss on loan
receivable of US$13.3 million (2022: US$0.5 million) and interest income of
$0.0 million (2022: $1.0 million). As the loan receivable is exposed to the
performance of an investment property in Ukraine, further to an independent
valuation of the property and taking into consideration the seniority of the
loan, an expected credit loss allowance to the full loan balance was
recognised at the reporting date (note 12).

 

At the year end, the Group had net assets of US$5.1 million (2022: US$19.6
million) and net current assets of US$4.8 million (2022: US$6.0million)
including cash reserves of US$1.3 million (2022: US$1.6 million). The
Directors are not declaring a final dividend.

 

Net assets include investment in TAF at fair value of US$3.7 million (2023:
US$4.4 million).

 

At the year end, The Argo Fund owed the Group total management and performance
fees of US$2.8 million (31 December 2022: US$2.1 million). The Group received
$0.2 million of these fees in January 2023. The remaining fees of $2.6 million
relate to the Designated Investment share class which will be paid when the
investments are sold and against which a full provision has been made in these
financial statements.

 

The Argo Funds ended the year with Assets under Management ("AUM") at US$102.0
million (2022: US$109.8 million). The current level of AUM remains below that
required to ensure sustainable profits on a recurring management fee basis in
the absence of performance fees. This has necessitated an ongoing review of
the Group's cost basis. Nevertheless, the Group has ensured that the
operational framework remains intact and that it retains the capacity to
manage additional fund inflows as and when they arise.

 

The number of permanent employees of the Group at 31 December 2023 was 22
(2022: 18).

 

Fund performance

 Fund                         Launch                        2023        2022         Since inception                                  Sharpe         Down

                                 Date                       Year        Year                             Annualised performance        Ratio        months

                                                            Total       Total
                                                               %           %            %               CAGR %
 The Argo Fund:
 A class                      Oct-00                      7.83        -12.54      240.87                6.19                         0.39          95 of 279
 X2 class                     Feb-21                      30.34       -16.83      21.26                 9.66                         0.29          18 of 35
 Designated Investment class  Jan-20                      -35.84      -2.82       21.37                 NA                           NA            NA

 

 

In the aftermath of broad market declines in 2022, last year started with low
expectations for global growth and heightened fears of the onset of a
recession. However, China's reopening after the pandemic, large fiscal
stimulus packages in the US and Europe, and the resilience of US consumers
stabilized global growth. For much of 2023, nearly all of the S&P 500's
gains came from the small number of companies that capitalized on technology
growth trends including artificial intelligence and cloud computing, as the
rest of the stock market was largely in a "holding pattern".

 

However, there were considerable headwinds, namely the largest increase of
interest rates in decades; a continuing war in Ukraine, renewed conflict in
the Middle East and elevated tension elsewhere; high energy prices; a US
regional banking crisis, and a recession in parts of the euro zone. While the
second half of the year began with a "higher-for-longer" mentality, the focus
in the fourth quarter began to shift to the timing of rate cuts, as many
central banks approached the end of their tightening cycles, seemingly
reassured by the downward trajectory of inflation in developed markets. In
emerging markets, some central banks began their easing cycles, including
Hungary in May and Brazil in August.

 

In the fourth quarter, falling inflation and declining rates expectations
supported the view of a relatively soft landing, generating a significant
rally in global equities. The fall in the US 10-year Treasury yield from 5% -
a fifteen year high- to around 4% was a key catalyst for significant gains.
Global equities (MSCI All Country World Index) were up 11% in the fourth
quarter and nearly 23% in 2023, while developed market equities (MSCI World
Index) posted comparable returns, 11% and 24%, respectively. This meant that
by the end of 2023, for developed market equities, many regional indices had
recovered most of the ground lost in 2022. However, in emerging markets (MSCI
EM Index) the story was different despite ending up nearly 8% in the fourth
quarter and 10% in 2023, much of 2022's losses were unrecovered. Asia and EMEA
remained subdued, while Latin America performed better.

 

2024 is shaping up to be one of the busiest electoral calendars in recent
years, not just within emerging markets but also developed markets, with votes
taking place in countries accounting for over a third of EM GDP. The upcoming
votes will have important implications for geopolitics and potentially global
supply chains as well as long-term economic reform prospects and fiscal
trajectories in certain markets.

 

While global economic fracturing between US-led and China-led blocs appears to
be the new normal, recent elections in Taiwan at the start of the year and in
the United States toward the end of 2024 could potentially contribute to
widening this rift. A different US president may also lead to a more
isolationist approach that strains relations with allies.

 

For Indonesia and India, upcoming elections may influence the direction of
long-term structural reforms. In Indonesia, outgoing President Joko Widodo has
sought to make his country, home to the world's fourth-largest population and
a key supplier of metals such as nickel, copper, and bauxite for batteries and
electric vehicle production, a more integral part of the international supply
chain. This year's election points to policy continuity as both candidates
have pledged to continue pursuing business-friendly reforms.

 

India's Prime Minister Narendra Modi is seeking his third term in office and
over the past decade has overseen the roll-out of infrastructure upgrades, a
national digital identity system, and digital payments. If successful, his
Bharatiya Janata Party could become the first party since 1971 to win a
third-consecutive majority. This would likely set the stage for continued
gradual reforms to sustain the country's strong economic growth
trajectory.

 

In a handful of countries, elections may mean a shift away from fiscal
responsibility, which would raise public debt risks. The most high-profile of
these is South Africa. While President Cyril Ramaphosa is expected to be
re-elected, there is a risk that the African National Congress party will fail
to clinch a majority for the first time since the end of apartheid in 1994 and
be forced to enter a coalition.

 

Argentina, under new President Javier Milei, is actively taking steps to
contain its economic crisis and control inflation, by devaluing the peso by
about half, cutting public spending, and reducing subsidies for energy and
transport.

 

Emerging market debt ended the year on a high note. The JP Morgan EMBI Global
Index recorded a gain of 10.45 per cent in 2023 whilst the performance of
local currency debt was even stronger. Lower global inflation eased concerns
around the policy trajectory of major global central banks during the fourth
quarter, contributing to a sharp decline in global yields. Emerging markets
local debt yields also fell, benefiting from the decline in core rates, while
emerging markets currencies appreciated in aggregate against the dollar.

 

Entering 2024, we maintain a constructive outlook on emerging markets amid a
backdrop of ongoing monetary cycle easing. Fixed income markets have
historically tended to generate equity-like returns during the period between
the end of central bank rate hikes and the completion of rate cuts. We expect
this trend to continue as major global central banks have concluded their rate
hike cycles, though renewed inflation remains a risk to watch out for.

 

The Argo Fund ("TAF") had a better year in 2023. The Net Asset Value of the
Class A shares rose by 7.83 per cent, compared with a loss of 12.54 per cent
in the previous year. There were positive contributions to this performance
from Argentine and other sovereign bonds, particularly in the fourth quarter.
Corporate exposure was more mixed with losses on Chinese property bonds
outweighing gains elsewhere. The NAV of the X2 Class, which was launched in
February 2021 and is a carve-out of the TAF distressed debt strategy
experienced a sharp turnaround from the loss in 2022, increasing by 30.34 per
cent in the period up to December due in part to an East European corporate
opportunity. It is currently funded internally but efforts continue to be made
to market this share class to external investors. Units in the Designated
Investment Class - holding a position in distressed sovereign debt - fell by
35.84 per cent during 2023 due to an ongoing conflict and economic fallout in
the debtor state.

 

Dividends

 

The Directors are not declaring a final dividend but intend to restart
dividend payments as soon as the Group's performance provides a consistent
track record of profitability.

 

Outlook

 

As previously stated, a significant increase in AUM is still required to
ensure sustainable profits on a recurring management fee basis. The Group is
well placed with capacity to absorb such an increase in AUM with negligible
impact on operational costs.

 

Raising AUM remains Argo's top priority over the coming year. The Group's
marketing efforts continues to focus on TAF which has 23 years of track
record. However, the Group continues to seek opportunities to increase AUM
either through existing fund structures or by identifying external partners
with whom to cooperate.

 

Over the longer term, the Board believes there is significant opportunity for
growth in assets and profits and remains committed to ensuring the Group's
investment management capabilities and resources are appropriate to meet its
key objective of achieving a consistent positive investment performance in the
emerging markets sector.

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

YEAR ENDED 31 DECEMBER 2023

                                                                                      Year ended       Year ended
                                                                                      31 December      31 December
                                                                                      2023             2022
                                                                             Note     US$'000          US$'000
 Management fees                                                                      2,137            2,193
 Performance fees                                                                     99               2
 Other income                                                                         812              351
 Revenue                                                                     2(e), 3  3,048            2,546

 Legal and professional expenses                                                      (236)            (272)
 Management and incentive fees payable                                                (287)            (312)
 Operational expenses                                                                  (753)           (728)
 Employee costs                                                              4        (2,383)          (2,782)
 Foreign exchange (loss)/gain                                                         (4)              20
 Expected credit loss on trade receivables                                   11       (686)            (636)
 Depreciation                                                                9         (98)            (125)
 Operating loss                                                              6        (1,399)          (2,289)

 Interest income                                                                      6                               971
 Realised and unrealized losses on financial assets at fair value through    10       283                           (1,541)
 profit or loss
 Expected credit loss on loan receivable                                     12       (13,320)         (538)
 Loss on ordinary activities before taxation                                 3        (14,430)         (3,397)

 Taxation                                                                    7        -                -
 Loss for the year after taxation attributable to members of the Company     8        (14,430)         (3,397)

 Other comprehensive income
 Items that may be reclassified subsequently to profit or loss:
 Exchange differences on translation of foreign operations                            (9)                              (123)
 Total comprehensive income for the year                                              (14,439)         (3,520)

 

                                  Year ended     Year ended
                                  31 December    31 December
                                  2023           2022

                                  US$            US$
 Earnings per share (basic)    8  (0.37)         (0.09)
 Earnings per share (diluted)  8  (0.34)         (0.08)

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2023

                                                              At 31 December 2023             At 31 December 2022
                                                        Note  US$'000                         US$'000
 Assets

 Non-current assets
 Land, fixtures, fittings and equipment                 9     526                             607
 Loans and advances receivable                          12    98                              13,416
 Total non-current assets                                     624                             14,023

 Current assets
 Financial assets at fair value through profit or loss  10    3,711                           4,387
 Trade and other receivables                            11    400                             413
 Cash and cash equivalents                                    1,333                           1,642
 Total current assets                                         5,444                           6,442

 Total assets                                           3     6,068                           20,465

 Equity and liabilities

 Equity
 Issued share capital                                   13    390                             390
 Share premium                                                25,353                          25,353
 Revenue reserve                                              (17,407)                        (2,977)
 Foreign currency translation reserve                   2(d)  (3,218)                         (3,209)
 Total equity                                                 5,118                           19,557

 Current liabilities
 Trade and other payables                               14    618                             497
 Taxation payable                                       7     -                               -
 Total current liabilities                              3     618                             497

 Non-current Liabilities
 Trade and other payables                               14    332                             411
 Total non-current liabilities                                332                             411

 Total equity and liabilities                                 6,068                           20,465

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

YEAR ENDED 31 DECEMBER 2023

 

                                                                                                                  Foreign currency translation reserve

                                   Issued share capital

                                                             Share premium             Revenue reserve

                                                                                                                                                         Total
                                   2022                      2022                      2022                      2022                                    2022
                                   US$'000                   US$'000                   US$'000                   US$'000                                 US$'000
 At 1 January 2022                 390                       25,353                    420                       (3,086)                                 23,077

 Total comprehensive income
 Loss for the year after taxation  -                         -                         (3,397)                   -                                       (3,397)
 Other comprehensive income        -                         -                         -                         (123)                                   (123)

 At 31 December 2022               390                       25,353                    (2,977)                   (3,209)                                 19,557

 

 

                                                                                             Foreign currency translation reserve

                                   Issued share capital

                                                          Share premium   Revenue reserve

                                                                                                                                    Total
                                   2023                   2023            2023              2023                                    2023
                                   US$'000                US$'000         US$'000           US$'000                                 US$'000
 At 1 January 2023                 390                    25,353          (2,977)           (3,209)                                 19,557

 Total comprehensive income
 Loss for the year after taxation  -                      -               (14,430)          -                                       (14,430)
 Other comprehensive income        -                      -               -                 (9)                                     (9)

 As at 31 December 2023            390                    25,353          (17,407)          (3,218)                                 5,118

 

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED 31 DECEMBER 2023

 

                                                                              Year ended       Year ended
                                                                              31 December      31 December
                                                                              2023             2022
                                                                        Note  US$'000          US$'000

 Net cash outflow from operating activities                             15    (1,220)          (800)

 Cash flows from investing activities
 Interest received on cash and cash equivalents                               6                1
 Disposal of financial assets at fair value through profit or loss      10

                                                                              959              924
 Loan repayment received                                                12    -                26
 Purchase of fixtures, fittings and equipment                           9     (4)              (7)
 Net cash (used)/generated from investing activities                          961              944

 Cash flows from financing activities
 Payment of lease liabilities                                           2(n)  (24)             (124)
 Net cash used in financing activities                                        (24)             (124)

 Net (decrease)/increase in cash and cash equivalents                         (283)            20

 Cash and cash equivalents at 1 January 2023 and                              1,642            1,709

     1 January 2022

 Foreign exchange loss on cash and cash                                       (26)             (87)

     Equivalents

 Cash and cash equivalents as at 31 December 2023 and 31 December 2022        1,333            1,642

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2023

 

1.       CORPORATE INFORMATION

 

         The Company is domiciled in the Isle of Man under the
Companies Act 2006. Its registered office is at 33-37 Athol Street, Douglas,
Isle of Man, IM1 1LB and the principal place of business is at 24-25 New Bond
Street, London, W1S 2RR. The principal activity of the Company is that of a
holding company and the principal activity of the wider Group is that of an
investment management business. The functional currencies of the Group
undertakings are US dollars, Sterling, Euros and Romanian Lei. The
presentational currency is US dollars. The Group has 22 (2022: 18) employees.

 

         Wholly owned
subsidiaries
     Country of incorporation

 Argo Capital Management Limited                               United Kingdom
 Argo Property Management Srl                                  Romania

2.       MATERIAL ACCOUNTING POLICY INFORMATION

 

The material accounting policies adopted in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all years presented in these consolidated financial
statements unless otherwise stated.

 

Management seeks not to reduce the understandability of these consolidated
financial statements by obscuring material information with immaterial
information. Hence, only material accounting policy information is disclosed,
where relevant, in the related disclosure notes.

 

(a)     Accounting convention

         These consolidated financial statements have been prepared on
a historical cost basis, except for the revaluation of certain financial
instruments, and in accordance with International Financial Reporting
Standards, as issued by IASB.

 

          Going concern

The financial statements have been prepared on a going concern basis which
assumes that the Group will be able to meet its liabilities as they fall due
for the foreseeable future.

 

The Directors have carried out a rigorous assessment of all the factors
affecting the business in deciding to adopt the going concern basis for the
preparation of the accounts. They have reviewed and examined the Group's
financial and other processes including the annual budgeting process and
expect the Group to have sufficient cash resources available in the
foreseeable future. This has included the preparation of forecast financial
information focussed on cash flow requirements through to at least March 2025.
These forecasts reflect current cost patterns of the Group and take into
consideration current liquidity constraints of funds under management and
therefore their ability to settle management fees and other receivables (refer
to notes 11 and 12).

 

On the basis of review of this forecast financial information, the liquid
assets currently held and forecast inflows during the period, the Directors
are confident that the Group has adequate financial resources available to
continue in operational existence for the foreseeable future and therefore
continue to adopt the going concern basis for preparing the consolidated
financial statements.

 

The Directors have therefore concluded that it is appropriate to prepare the
consolidated financial statements on a going concern basis.

 

(b)     Basis of consolidation

         The consolidated financial statements incorporate the
financial statements of the Company and its subsidiaries. Subsidiaries are
consolidated from the date upon which control is transferred to the Company
and cease to be consolidated from the date upon which control is transferred
from the Company.

 

         Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used into line
with those used by the Company. All intra-group transactions, balances, income
and expenses are eliminated on consolidation.

 

(c)     Business combinations

         The acquisition of subsidiaries is accounted for using the
acquisition method. The cost of the acquisition is measured at the aggregate
of the fair values, at the date of exchange, of assets given, liabilities
incurred or assumed and equity instruments issued by the Group in exchange for
control of the acquiree, plus any costs directly attributable to the business
combination. The acquiree's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3 are
recognised at their fair value at the acquisition date.

 

         Goodwill

         Goodwill arising on the consolidation represents the excess
of the cost of the acquisition over the Company's interest in the fair value
of the identifiable assets and liabilities of a subsidiary at the date of
acquisition. Any excess of the Company's interest in the fair value of the
identifiable assets and liabilities over the cost of the acquisition (negative
goodwill) is immediately recognised in the Consolidated statement of profit or
loss. Goodwill is initially recognised as an asset at cost and is subsequently
measured at cost less any accumulated impairment losses. Goodwill which is
recognised as an asset is reviewed at least annually for impairment. Any
impairment is recognised immediately in the Consolidated statement of profit
or loss.

 

         Impairment of intangible assets

                  At each reporting date the Group reviews
the carrying amounts of its intangible assets 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.

 

         Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows have been
adjusted.

 

                  If the recoverable amount of an asset is
estimated to be less than its carrying amount, the carrying amount of the
asset is reduced to its recoverable amount. An impairment loss is recognised
as an expense immediately, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a revaluation
decrease.

 

(d)     Foreign currency translation

The consolidated financial statements are expressed in US dollars.
Transactions denominated in currencies other than US dollars have been
translated at the rate of exchange prevailing at the date of the
transaction.  Assets and liabilities in other currencies are translated to US
dollars at the rates of exchange prevailing at the reporting date. The
resulting profits or losses are reflected in the Consolidated statement of
profit or loss.

 

For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the reporting date. Income and expense items are
translated at the average exchange rates for the year. Exchange differences
arising, if any, are classified as equity and transferred to the Group's
foreign currency translation reserve.

 

(e)     Revenue

         Revenue is recognised to the extent that it is probable that
economic benefit will flow to the Group and the revenue can be reliably
measured.

 

         Management and incentive fees receivable

         The Group recognises revenue for providing management
services to funds. Revenue is accrued on a monthly basis on completion of
management services. In the Argo funds revenue is based on the assets under
management of each mutual fund.

 

         Incentive fees arise monthly, quarterly or on realisation of
an investment. Incentive fees are recognised in the month they arise.

 

(f)      Depreciation

Plant and equipment is initially recorded at cost and depreciated on a
straight-line basis over the expected useful lives of the assets, after taking
into account the assets' residual values, as follows:

 

Leasehold
20% per annum

Fixtures and
fittings
33 1/3% per annum

Office
equipment
33 1/3% per annum

Computer equipment and
software
33 1/3% per annum

 

(g)     IFRS 9 ''Financial instruments''

 

                  The standard requires debt financial assets
to be classified into two measurement categories: those to be measured
subsequently at fair value (either through other comprehensive income (FVOCI)
or through profit or loss (either FVTPL or FVPL) and those to be measured at
amortized cost. The determination is made at initial recognition. For debt
financial assets the classification depends on the entity's business model for
managing its financial instruments and the contractual cash flows
characteristics of the instruments. For equity financial assets it depends on
the entity's intentions and designation.

 

                  In particular, assets that are held for
collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortised cost. Assets that
are held for collection of contractual cash flows and for selling the
financial assets, where the assets' cash flows represent solely payments of
principal and interest, are measured at fair value through other comprehensive
income. Lastly, assets that do not meet the criteria for amortised cost or
fair value through other comprehensive income are measured at fair value
through profit or loss.

 

         For investments in equity instruments that are not held for
trading, the classification depends on whether the entity has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income. If no such
election has been made or the investments in equity instruments are held for
trading they are required to be classified at fair value through profit or
loss.

 

         IFRS 9 also introduces a single impairment model applicable
for debt instruments at amortised cost and fair value through other
comprehensive income and removes the need for a triggering event to be
necessary for recognition of impairment losses. The new impairment model under
IFRS 9 requires the recognition of allowances for doubtful debts based on
expected credit losses (ECL), rather than incurred credit losses as under IAS
39. The standard further introduces a simplified approach for calculating
impairment on trade receivables as well as for calculating impairment on
contract assets and lease receivables; which also fall within the scope of the
impairment requirements of IFRS 9.

 

         Financial liabilities are initially recognised at fair value
and classified as subsequently measured at amortised cost, except for (i)
financial liabilities at FVTPL: this classification is applied to derivatives,
financial liabilities held for trading (e.g. short positions in securities),
contingent consideration recognised by an acquirer in a business combination
and other financial liabilities designated as such at initial recognition and
(ii) financial guarantee contracts and loan commitments. A financial liability
is derecognised when the obligation under the liability is discharged or
cancelled or expires.

 

(h)     Trade date accounting

 

                  All 'regular way' purchases and sales of
financial assets are recognised on the 'trade date', i.e. the date that the
entity commits to purchase or sell the asset. Regular way purchases or sales
are purchases or sales of financial assets that require delivery of the asset
within the time frame generally established by regulation or convention in the
market place.

 

(i)      Financial instruments

 

Financial assets - Classification

 

                  The Group classifies its financial assets
in the following measurement categories:

 

·     those to be measured subsequently at fair value (either through OCI
or through profit or loss), and

·     those to be measured at amortised cost

 

                  The classification and subsequent
measurement of debt financial assets depends on: (i) the Group's business
model for managing the related assets portfolio and (ii) the cash flow
characteristics of the asset. On initial recognition, the Group may
irrevocably designate a debt financial asset that otherwise meets the
requirements to be measured at amortized cost or at FVOCI at FVTPL if doing so
eliminates or significantly reduces an accounting mismatch that would
otherwise arise.

 

                  All other financial assets are classified
as measured at FVTPL.

                  For assets measured at fair value, gains
and losses will either be recorded in profit or loss or OCI. For investments
in equity instruments that are not held for trading, this will depend on
whether the Group has made an irrevocable election at the time of initial
recognition to account for the equity investment at fair value through other
comprehensive income (FVOCI).

 

Currently the Group holds only investments which have been classified as
financial assets at fair value through profit or loss. Investments held at
fair value in managed mutual funds are valued at fair value of the net assets
as provided by the administrators of those funds. Where funds contain level 3
assets the Directors will consider the carrying value based on information
regarding future expected cash flows using appropriate valuation techniques
such as discounted cash flow analysis. Investment in the management shares of
The Argo Fund Limited is stated at fair value, being the recoverable amount.

 

          Financial assets - Measurement

At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVTPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVTPL are expensed in profit or loss. Fair value at initial
recognition is best evidenced by the transaction price. A gain or loss on
initial recognition is only recorded if there is a difference between fair
value and transaction price which can be evidenced by other observable current
market transactions in the same instrument or by a valuation technique whose
inputs include only data from observable markets.

Financial assets - impairment - credit loss allowance for ECL

The Group assesses on a forward‑looking basis the ECL for debt instruments
(including loans) measured at Amortized Cost and FVOCI and with the exposure
arising from loan commitments and financial guarantee contracts. The Group
measures ECL and recognises credit loss allowance at each reporting date. The
measurement of ECL reflects: (i) an unbiased and probability weighted amount
that is determined by evaluating a range of possible outcomes, (ii) time value
of money and (iii) all reasonable and supportable information that is
available without undue cost and effort at the end of each reporting period
about past events, current conditions and forecasts of future conditions.

Cash and cash equivalents

For the purpose of the cash flow statement, cash and cash equivalents comprise
cash at bank. Cash and cash equivalents are carried at Amortized Cost because:
(i) they are held for collection of contractual cash flows and those cash
flows represent SPPI, and (ii) they are not designated at FVTPL.

Financial Liabilities

Financial liabilities are initially recognised at fair value and classified as
subsequently measured at amortised cost, except for (i) financial liabilities
at FVTPL: this classification is applied to derivatives, financial liabilities
held for trading (e.g. short positions in securities), contingent
consideration recognised by an acquirer in a business combination and other
financial liabilities designated as such at initial recognition and (ii)
financial guarantee contracts and loan commitments.

 

(j)      Loans and borrowings

  Loans and borrowings are recognised initially at fair value, net of
transaction costs incurred. Loans and borrowings are subsequently carried at
amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in profit or loss over the period of
the borrowings, using the effective interest method, unless they are directly
attributable to the acquisition, construction or production of a qualifying
asset, in which case they are capitalised as part of the cost of that asset.
Loans and borrowings are classified as current liabilities, unless the Group
has an unconditional right to defer settlement of the liability for at least
twelve months after the statement of financial position date.

 

(k)     Current taxation

  Current tax assets and liabilities are measured at the amount expected to
be recovered from or paid to the taxation authorities. The tax rates and tax
laws used to compute the amounts are those enacted or substantively enacted by
the reporting date.

 

The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the Consolidated statement of
profit or loss because it excludes items of income or expense that are taxable
or deductible in other periods or because it excludes items that are never
taxable or deductible.

 

(l)      Deferred taxation

                  Deferred income tax is provided for using
the liability method on temporary timing differences at the reporting date
between the tax basis of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred tax liabilities are recognised in full
for all temporary differences. Deferred tax assets are recognised for all
deductible temporary differences, carried forward unused tax credits and
unused tax losses to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences and
carry-forward of unused tax credits and unused losses can be utilised.

 

         The carrying amount of deferred income tax assets is revalued
at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the
deferred income tax asset to be utilised. Unrecognised deferred income tax
assets are reassessed at each reporting date and are recognised to the extent
that is probable that future taxable profits will allow the deferred tax asset
to be recovered. Deferred income tax assets and liabilities are measured at
the tax rates that are expected to apply in the year when the asset is
realised or the liability settled, based on tax rates that have been enacted
or substantively enacted at the reporting date.

 

 (m)   Accounting estimates, assumptions and judgements

The preparation of the consolidated financial statements necessitates the use
of estimates, assumptions and judgements. These estimates, assumptions and
judgements affect the reported amounts of assets, liabilities and contingent
liabilities at the reporting date as well as affecting the reported income and
expenses for the year.  Although the estimates are based on management's
knowledge and best judgment of information and financial data, the actual
outcome may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that and prior periods, or in
the period of the revision and future periods if the revision affects both
current and future periods.

 

In the process of applying the Group's accounting policies, which are
described above, management has made best judgements of information and
financial data that have the most significant effect on the amounts recognised
in the consolidated financial statements:

-     Investments fair value

-     Management fees

-     Trade receivables

-     Going concern

-     Loans and advances

It has been assumed that, when available, the audited financial statements of
the funds under the Group's management will confirm the net asset values used
in the calculation of management and performance fees receivable.

(n)     Leases

 At inception of a contract, the Group assesses whether a contract is, or
 contains, a lease. A contract is, or contains, a lease if the contract conveys
 the right to control the use of an identified asset for a period of time in
 exchange for consideration. To assess whether a contract conveys the right to
 control the use of an identified asset, the Group assesses whether:
 -   has a the contract involves the use of an identified asset this may be
 specified explicitly or implicitly and should be physically distinct or
 represent substantially all of the capacity of a physically distinct asset. If
 the supplier substantive substitution right, then the asset is not identified;
     -   the Group has the right to obtain substantially all of the economic
     benefits from use of the asset throughout the period of use; and
     -   the Group has the right to direct the use of the asset. The Group has
     this right when it has the decision‑making rights that are most relevant to
     changing how and for what purpose the asset is used. In rare cases where the
     decision about how and for what purpose the asset is used is predetermined,
     the Group has the right to direct the use of the asset if either:
 -   the Group has the right to operate the asset; or
 -   the Group designed the asset in a way that predetermines how and for
 what purpose it will be used.
 At inception or on reassessment of a contract that contains a lease component,
 the Group allocates the consideration in the contract to each lease component
 on the basis of their relative stand‑alone prices. However, for the leases
 of land and buildings in which it is a lessee, the Group has elected not to
 separate non‑lease components and account for the lease and non‑lease
 components as a single lease component.

 The Group as lessee

The Group recognises a right‑of‑use asset and a lease liability at the
 lease commencement date. The right‑of‑use asset is initially measured at
 cost, which comprises the initial amount of the lease liability adjusted for
 any lease payments made at or before the commencement date, plus any initial
 direct costs incurred and an estimate of costs to dismantle and remove the
 underlying asset or to restore the underlying asset or the site on which it is
 located, less any lease incentives received.
 The right‑of‑use asset is subsequently depreciated using the
 straight‑line method from the commencement date to the earlier of the end of
 the useful life of the right‑of‑use asset or the end of the lease term.
 The estimated useful lives of right‑of‑use assets are determined on the
 same basis as those of property and equipment. In addition, the
 right‑of‑use asset is periodically reduced by impairment losses, if any,
 and adjusted for certain remeasurements of the lease liability.
 The lease liability is initially measured at the present value of the lease
 payments that are not paid at the commencement date, discounted using the
 interest rate implicit in the lease or, if that rate cannot be readily
 determined, the Group's incremental borrowing rate. Generally, the Group uses
 its incremental borrowing rate as the discount rate.
 Lease payments included in the measurement of the lease liability comprise the
 following:
 -        fixed payments, including in‑substance fixed payments;
 -        variable lease payments that depend on an index or a rate,
 initially measured using the index or rate as at the commencement date;
 -        amounts expected to be payable under a residual value
 guarantee; and
 -        the exercise price under a purchase option that the Group is
 reasonably certain to exercise, lease payments in an optional renewal period
 if the Group is reasonably certain to exercise an extension option, and
 penalties for early termination of a lease unless the Group is reasonably
 certain not to terminate early.
 The lease liability is measured at amortised cost using the effective interest
 method. It is remeasured when there is a change in future lease payments
 arising from a change in an index or rate, if there is a change in the Group
 's estimate of the amount expected to be payable under a residual value
 guarantee, or if the Group changes its assessment of whether it will exercise
 apurchase, extension or termination option.

(o)     Financial instruments and fair value hierarchy

The following represents the fair value hierarchy of financial instruments
measured at fair value in the consolidated statement of financial position.
The hierarchy groups financial assets and liabilities into three levels based
on the significance of inputs used in measuring the fair value of the
financial assets and liabilities. The fair value hierarchy has the following
levels:

Level 1: quoted prices (unadjusted) in active markets for identical assets or
liabilities;

Level 2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable
market data (unobservable inputs).

The level within which the financial asset or liability is classified is
determined based on the lowest level of significant input to the fair value
measurement.

 (p)    Future changes in accounting policies

 

IASB (International Accounting Standards Board) and IFRIC (International
Financial Reporting Interpretations Committee) have issued the following
standards and interpretations with an effective date after the date of these
financial statements:

 

Below are the standards that have been endorsed and not endorsed, effective
after 31 December 2023:

 

 Standards and Interpretations                                                  Effective for annual period

                                                                                beginning on or after
 IFRS S1 General Requirements for Disclosure of Sustainability-related          1 January 2024
 Financial Information
 IFRS S2 Climate-related Disclosures                                            1 January 2024
 Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)  1 January 2024
 Non-current Liabilities with Covenants (Amendments to IAS 1)                   1 January 2024
 Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)                1 January 2024
 Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)                 1 January 2024
 Lack of Exchangeability (Amendments to IAS 21)                                 1 January 2025

 

 

The Directors do not expect the adoption of these standards and
interpretations to have a material impact on the Group's financial statements
in the period of initial application.

(q)     Dividends payable

Interim and final dividends are recognised when declared.

2.         SEGMENTAL ANALYSIS

 

The Group operates as a single asset management business. The operating
results of the companies set out in note 1 above are regularly reviewed by the
Directors for the purposes of making decisions about resources to be allocated
to each company and to assess performance. The following summary analyses
revenues, profit or loss, assets and liabilities:

                                                                                                                              Year ended

                                            Argo Group Ltd   Argo Capital Management Limited   Argo  Property                 31 December

                                                                                               Management Srl
                                            2023             2023                                           2023              2023

                                            US$'000          US$'000                           US$'000                        US$'000

 Total revenues for reportable segments     -                2,236                             812                            3,048
 Intersegment revenues                      -                -                                 -                              -

 Total loss for reportable segments         (12,956)         (1,237)                           69                             (14,430)
 Intersegment profit/(loss)                 -                -                                 -                              -

 Total assets for reportable segments       4,454            1,324                             290                            6,068
 Total liabilities for reportable segments  28               542                               380                            950

 

 

 Revenues, profit or loss, assets and liabilities may be reconciled as follows:  Year ended

                                                                                  31 December
                                                                                 2023
                                                                                 US$'000
 Revenues
 Total revenues for reportable segments                                          3,048
 Elimination of intersegment revenues                                            -
 Group revenues                                                                  3,048

 Profit or loss
 Total loss for reportable segments                                              (14,430)
 Other unallocated amounts                                                       -
 Loss on ordinary activities                                                     (14,430)

 Assets
 Total assets for reportable segments                                            6,071
 Elimination of intersegment receivables                                         (3)
 Group assets                                                                    6,068

 Liabilities
 Total liabilities for reportable segments                                       953
 Elimination of intersegment payables                                            (3)
 Group liabilities                                                               950

 

                                                                                                                              Year ended

                                            Argo Group Ltd   Argo Capital Management Limited   Argo  Property                 31 December

                                                                                               Management Srl
                                            2022             2022                                           2022              2022

                                            US$'000          US$'000                           US$'000                        US$'000

 Total revenues for reportable segments     -                2,201                             345                            2,546
 Intersegment revenues                      -                -                                 -                              -

 Total loss for reportable segments         (1,357)          (1,717)                           (323)                          (3.397)
 Intersegment profit/(loss)                 -                -                                 -                              -

 Total assets for reportable segments       18,390           1,553                             522                            20,465
 Total liabilities for reportable segments  24               528                               356                            908

 

 Revenues, profit or loss, assets and liabilities may be reconciled as follows:  Year ended

                                                                                  31 December
                                                                                 2022
                                                                                 US$'000
 Revenues
 Total revenues for reportable segments                                          2,546
 Elimination of intersegment revenues                                            -
 Group revenues                                                                  2,546

 Profit or loss
 Total loss for reportable segments                                              (3,397)
 Other unallocated amounts                                                       (-)
 Loss on ordinary activities                                                     (3,397)

 Assets
 Total assets for reportable segments                                            24,008
 Elimination of intersegment receivables                                         (3,543)
 Group assets                                                                    20,465

 Liabilities
 Total liabilities for reportable segments                                       4,448
 Elimination of intersegment payables                                            (3,543)
 Group liabilities                                                               908

 

 

 

4.      EMPLOYEE COSTS

                                                 Year ended                                                                                                                                                                                                   Year ended
                                                 31 December                                                                                                                                                                                                  31 December
                                                 2023                                                                                                                                                                                                         2022
                                                 US$'000                                                                                                                                                                                                      US$'000

 Wages and salaries - under employment contract  1,914                                                                                                                                                                                                        1,682
 Wages and salaries - under service contract     155                                                                                                                                                                                                          250

 Social security costs                           198                                                                                                                                                                                                          187
 Other                                           116                                                                                                                                                                                                          101
                                                 2,383                                                                                                                                                                                                        2,220

 

5.      KEY MANAGEMENT PERSONNEL REMUNERATION

 

   Included in employee costs are payments to the following:

                                         Year ended       Year ended
                                         31 December      31 December
                                         2023             2022
                                         US$'000          US$'000

 Directors and key management personnel  883              1,326

 

          The remuneration of the Directors of the Company for the
year was as follows:

 

                                                                     Year ended   Year ended
                                                         Cash bonus  31 December  31 December

                          Salaries   Fees     Benefits               2023         2022
                          US$'000    US$'000  US$'000    US$'000     US$'000      US$'000
 Executive Directors
 Kyriakos Rialas          206        -        -          -           206          241
 Andreas Rialas           197        -        15         -           212          559

 Non-Executive Directors
 Michael Kloter           -          56       -          -           56           53
 David Fisher             -          31       -          -           31           31
 Ken Watterson            -          31       -          -           31           31

 

6.      OPERATING LOSS

 

Operating profit is stated after charging:

                                               Year ended       Year ended
                                               31 December      31 December
                                               2023             2022
                                               US$'000          US$'000

 Auditors' remuneration                        61               51
 Depreciation - owned assets                   4                5
 Depreciation - right of use assets            93               119
 Directors' fees and key management personnel  883              1,326
 Rent expense                                  48               58

 

7.      TAXATION

 

         Taxation rates applicable to the parent company, and to the
UK and Romanian subsidiaries, range from 0% to 19% (2022: 0% to 19%).

 

         Consolidated statement of profit or loss

                                                  Year ended       Year ended
                                                  31 December      31 December
                                                  2023             2022
                                                  US$'000          US$'000

 Taxation charge for the year on Group companies  -                -
 Tax on profit on ordinary activities             -                -

 

The tax charge for the year can be reconciled to the profit on ordinary
activities before taxation shown in the consolidated statement of profit or
loss as follows:

 

                                                                 Year ended       Year ended
                                                                 31 December      31 December
                                                                 2023             2022
                                                                 US$'000          US$'000

 Loss before tax                                                 (14,430)         (3,397)

 Applicable Isle of Man tax rate for Argo Group Limited of 0%    -                -
 Timing differences                                              2                (2)
 Non-deductible expenses                                         (4)              2
 Other adjustments                                               (238)            (79)
 Tax effect of different tax rates of subsidiaries operating in  240              79

 other jurisdictions
 Tax charge                                                      -                -

 

         Consolidated statement of financial position

                                     At 31 December      At 31 December
                                     2023                2022
                                     US$'000             US$'000

 Corporation tax payable/receivable  -                   -

 

 

 

8.      EARNINGS PER SHARE

The Company presents basic and diluted earnings per share (EPS) data for its
ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period. Diluted EPS is
determined by dividing the profit or loss attributable to ordinary
shareholders of the Company by the weighted average number of ordinary shares
outstanding, adjusted for the effects of all dilutive potential ordinary
shares (see note 20).

 

                                                                            Year ended       Year ended
                                                                            31 December      31 December
                                                                            2023             2022
                                                                            US$'000          US$'000

 Loss for the year after taxation attributable to members                   (14,430)         (3,397)

                                                                            No. of           No. of

                                                                            Shares           Shares

 Weighted average number of ordinary shares for basic earnings              38.959,986       38,959,986

   per share
 Effect of dilution (note 20)                                               3,895,998        3,895,998
 Weighted average number of ordinary shares for diluted earnings per share  42,855,984       42,855,984

 

 

 

 

                               Year ended       Year ended
                               31 December      31 December
                               2023             2022
                               US$              US$

 Earnings per share (basic)    (0.37)           (0.09)
 Earnings per share (diluted)  (0.34)           (0.08)

 

 

 

9.      LAND, FIXTURES, FITTINGS AND EQUIPMENT

 

                                 Right of use asset   Fixtures, fittings &

                                                       equipment                 Land     Total

                                                                                          Total

                                 US$'000              US$'000                    US$'000  US$'000
 Cost
 At 1 January 2022               732                  201                        182      1,115
 Additions                       455                  7                          -        462
 Disposals                       (732)                (3)                        -        (735)
 Foreign exchange movement       -                    (17)                       (10)     (27)
 At 31 December 2022             455                  188                        172      815
 Additions                       -                    6                          -        6
 Disposals                       -                    (20)                       -        (20)
 Foreign exchange movement       24                    (5)                       (6)       13
 At 31 December 2023             479                   169                       166       14

 Accumulated Depreciation
 At 1 January 2022               634                  191                        -        825
 Depreciation charge for period  120                  5                          -        125
 Disposals                       (732)                (3)                        -        (735)
 Foreign exchange movement       8                    (16)                       -        (8)
 At 31 December 2022             30                   177                        -        207
 Depreciation charge for period  93                    4                         -         97
 Disposals                       -                    (20)                       -        (20)
 Foreign exchange movement       5                    (1)                        -        4
 At 31 December 2023             128                   160                       -         2887

 Net book value
 At 31 December 2023             351                  9                          166      526
 At 31 December 2022             425                  11                         172      608

 

 

 

 

 

 

 

 

10.     FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

                                           31 December      31 December
                                           2023             2023
 Holding  Investment in management shares  Total cost       Fair value
                                           US$'000          US$'000

 10       The Argo Fund Ltd                -                -
                                           -                -

 

 Holding  Investment in ordinary shares  Total cost      Fair value
                                         US$'000         US$'000

 10,920   The Argo Fund Ltd*             3,000           3,711
                                         3,000           3,711

 

                                           31 December      31 December
                                           2022             2022
 Holding  Investment in management shares  Total cost       Fair value
                                           US$'000          US$'000

 10       The Argo Fund Ltd                -                -
                                           -                -

 

 Holding  Investment in ordinary shares  Total cost      Fair value
                                         US$'000         US$'000

 13,920   The Argo Fund Ltd*             3,824           4,387
                                         3,824           4,387

 

*Classified as current in the consolidated statement of financial position

 

 

11.     TRADE AND OTHER
RECEIVABLES

                                                  At 31 December      At 31 December
                                                  2023                2022
                                                  US$ '000            US$ '000

 Trade receivables - Gross                        2,947               2,255
 Less: expected credit loss on trade receivables  (2,676)             (1,980)
 Trade receivables - Net                          271                 275
 Other receivables                                44                  41
 Prepayments and accrued income                   84                  97
                                                  399                 413

The Directors consider that the carrying amount of trade and other receivables
approximates their fair value. All trade receivable balances are either
recoverable within one year from the reporting date or are fully provided for.
Since the year end the Group received US$0.3 million in full settlement of
these trade receivables.

 

The movement in the Group's expected credit loss on trade receivables is as
follows:

 

                                                  At 31 December      At 31 December
                                                  2023                2022
                                                  US$ '000            US$ '000

 As at 1 January                                  1,980               1,499
 Bad debt written off                             -                   (125)
 Expected credit loss recognized during the year  686                 636
 Foreign exchange movement                        10                  (30)
 As at 31 December                                2,676               1,980

 

 

 

 

 

 

12.       LOANS AND ADVANCES RECEIVABLE

                                                       At 31 December       At 31 December
                                                      2023                  2022

                                                      US$'000               US$'000

 Deposits on leased premises - current                -                                                       -
 Deposits on leased premises - non-current            98                                                     96

                                                                                      9
  AOther loans and advances receivable - current      -                     -

 Other loans and advances receivable - non-current    -                     13,320

                                                      98                    13,416

 

The deposits on leased premises relate to the Group's offices in London and
Romania.

 

Other loans and advances receivable:

 

Loan 1: the Group in February 2020 granted a loan to Argo Real Estate Limited
Partnership "ARE LP", an entity that is 100% owned by Andreas Rialas of US$11
million (€10.2 million). At 31 December 2022, further to accumulation of
interest and an expected credit loss adjustment of US$0.5 million, the balance
of the loan was US$13.3 million. In March 2023, ARE LP assigned its loan
receivable from Novi Biznes Poglyady LLC to Argo Group Limited in exchange for
the cancellation of its loan payable to Argo Group Limited. As this loan is
exposed to the performance of an investment property in Ukraine, further to an
independent valuation of the property and taking into consideration the
seniority of the loan, an expected credit loss allowance to the full loan
balance was recognised at the reporting date.

 

Loan 2: The Group also has a balance receivable for US$12,4million (€11.2
million) from ARE LP that was assigned from Argo Real Estate Opportunities
Fund Limited during 2021. The carrying value of this balance is $nil.

 

The movement in the Group's expected credit loss on loan receivables is as
follows:

 

                                                  At 31 December      At 31 December
                                                  2023                2022
                                                  US$ '000            US$ '000

 As at 1 January                                  12,570              12,753
 Expected credit loss recognized during the year  13,320              539
 Foreign exchange movement                        334                 (722)
 As at 31 December                                26,224              12,570

 

 

13.     SHARE CAPITAL

 

      The Company's authorised share capital is unlimited ordinary shares
with a nominal value of US$0.01.

 

                                  31 December  31 December  31 December  31 December
                                  2023         2023         2022         2022
                                  No.          US$'000      No.          US$'000
 Issued and fully paid
 Ordinary shares of US$0.01 each  38,959,986   390          38,959,986   390
                                  38,959,986   390          38,959,986   390

 

The Directors do not recommend the payment of a final dividend for the year
ended 31 December 2023 (31 December 2022: US$nil).

 

14.     TRADE AND OTHER PAYABLES

                                         At 31 December                     At 31 December
                                         2023                               2022
                                         US$ '000                           US$ '000

 Trade creditors                         16                                 26
 Other creditors and accruals            602                                471
 Total current trade and other payables  618                                497

 

      Trade creditors are normally settled on 30-day terms.

                                             At 31 December                       At 31 December
                                             2023                                 2022
                                             US$ '000                             US$ '000

 Other creditors and accruals                332                                  411
 Total non-current trade and other payables  332                                  411
 Total trade and other payables              950                                  908

 

 

15.     RECONCILIATION OF NET CASH OUTLOW FROM OPERATING ACTIVITIES
TO LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

 

                                                                             Year ended       Year ended
                                                                             31 December      31 December
                                                                             2023             2022
                                                                             US$ '000         US$ '000

 Loss on ordinary activities before taxation                                 (14,430)         (3,397)

 Interest income                                                             (6)              (971)
 Depreciation                                                                 98              125
 Expected credit loss on trade receivables                                   686              636
 Increase in payables                                                         64              343
 (Increase)/decrease in receivables                                           (673)           405
  Realized and unrealized losses on financial assets at fair value through   (283)            1,541
 profit or loss
 Expected credit loss on loan receivable                                     13,320           538
 Net foreign exchange loss/(loss)                                            4                (20)
 Income taxes paid                                                           -                -
 Net cash outflow from operating activities                                  (1,220)          (800)

 

16.       RELATED PARTY TRANSACTIONS

 

All Group revenues derive from funds or entities in which two of the Company's
directors, Andreas Rialas and Kyriakos Rialas, have an influence through
directorships and the provision of investment services.

 

At the reporting date the Company holds an investment in The Argo Fund
Limited. This investment is reflected in the consolidated financial statements
at a fair value of US$3.7 million (31 December 2022: US$4.4 million).

 

          On 21 March 2023, ARE LP, an entity that is 100% owned by
Andreas Rialas, assigned its loan receivable from Novi Biznes Poglyady LLC to
Argo Group Limited in exchange for the cancellation of its loan payable to
Argo Group Limited. The loan carries an interest rate of 9.25%. As this loan
is exposed to the performance of an investment property in Ukraine, it was
provided for in full at the reporting date and an unrealised loss on
investment of US$13.3 million was reported in the current year.

 

The Group also has a balance receivable for $12.4 million (€11.2 million)
from ARE LP (note 11) that was assigned from Argo Real Estate Opportunities
Fund Limited during 2021. The carrying value of this balance is $nil.

 

17.     FINANCIAL INSTRUMENTS RISK MANAGEMENT

 

(a)  Use of financial instruments

                The wider Group has maintained sufficient cash
reserves not to use alternative financial instruments to finance the Group's
operations. The Group has various financial assets and liabilities such as
trade and other receivables, loans and advances, cash, short-term deposits,
and trade and other payables which arise directly from its operations.

 

                The Group's non-subsidiary investments in funds
were entered into with the purpose of providing seed capital, supporting
liquidity and demonstrating the commitment of the Group towards its fund
investors.

 

(b)  Market risk

                Market risk is the risk that a decline in the
value of assets adversely impacts on the profitability of the Group, either as
a result of an asset not meeting its expected value or through the decline of
assets under management generating lower fees. The principal exposures of the
Group are in respect of its seed investments in its own funds (refer to note
10). Lower management fee and incentive fee revenues could result from a
reduction in asset values.

 

(c)  Capital risk management

         The primary objective of the Group's capital management is to
ensure that the Company has sufficient cash and cash equivalents on hand to
finance its ongoing operations. This is achieved by ensuring that trade
receivables are collected on a timely basis and that excess liquidity is
invested in an optimum manner by placing fixed short-term deposits or using
interest bearing bank accounts.

 

                   At the year-end cash balances were held
at Royal Bank of Scotland and Banca Transilvana.

 

(d)  Credit/counterparty risk

         The Group will be exposed to counterparty risk on parties
with whom it trades and will bear the risk of settlement default. Credit risk
is concentrated in the funds under management and in which the Group holds
significant investments as detailed in notes 10, 11 and 12. As explained
within these notes the Group is experiencing collection delays with regard to
management fees receivable and monies advanced. Some of the investments in
funds under management (note 10) are illiquid and may be subject to events
materially impacting recoverable value.

 

         The Group's principal financial assets are bank and cash
balances, trade and other receivables and investments held at fair value
through profit or loss. These represent the Company's maximum exposure to
credit risk in relation to financial assets and are represented by the
carrying amount of each financial asset in the statement of financial
position. At the reporting date, the financial net assets past due but not
impaired amounted to US$nil (2021: US$nil).

 

e)   Liquidity risk

      Liquidity risk is the risk that the Group may be unable to meet its
payment obligations. This would be the risk of insufficient cash resources and
liquid assets, including bank facilities, being available to meet liabilities
as they fall due.

 

      The main liquidity risks of the Group are associated with the need
to satisfy payments to creditors. Trade payables are normally on 30-day terms
(note 14).

 

      As disclosed in note 2(a), Accounting Convention: Going Concern,
the Group has performed an assessment of available liquidity to meet
liabilities as they fall due during the forecast period. The Group has
concluded that it has sufficient resources available to manage its liquidity
risk during the forecast period.

 

(f)   Foreign exchange risk

      Foreign exchange risk is the risk that the Group will sustain
losses through adverse movements in currency exchange rates.

 

      The Group is subject to short-term foreign exchange movements
between the calculation date of fees in currencies other than US dollars and
the date of settlement.  The Group holds cash balances in US Dollars,
Sterling, Romanian Lei and Euros with carrying amounts as follows: US dollar -
US$1.12 million, Sterling - US$0.05 million, Romanian Lei - US$0.05 million
and Euros - US$0.11 million.

 

                   If there was a 5% increase or decrease in
the exchange rate between the US dollar and the other operating currencies
used by the Group at 31 December 2023 the exposure would be a profit or loss
to the Consolidated statement of comprehensive income of approximately
US$0.011 million (2022: US$0.025 million).

 

(g)  Interest rate risk

The interest rate profile of the Group at 31 December 2023 is as follows:

 

                                                                                                                                          Instruments on which no interest is receivable

                                   Total as per balance sheet   Variable interest rate instruments*   Fixed  interest rate instruments
                                   US$ '000                     US$ '000                              US$ '000                            US$ '000
 Financial Assets
 Financial assets at fair value    3,711                        -                                     -                                   3,711

   through profit or loss
 Loans and receivables             498                          98                                    -                                   400
 Cash and cash equivalents         1,333                        737                                   -                                             596
                                   5,542                        835                                   -                                   4,707

 Financial liabilities
 Trade and other payables          950                          -                                     493                                 457

* Changes in the interest rate may cause movements.

 

Any movement in interest rates would have an immaterial effect on the
profit/(loss) for the year.

 

 

 

The interest rate profile of the Group at 31 December 2022 is as follows:

 

                                                                                                                                          Instruments on which no interest is receivable

                                   Total as per balance sheet   Variable interest rate instruments*   Fixed  interest rate instruments
                                   US$ '000                     US$ '000                              US$ '000                            US$ '000
 Financial Assets
 Financial assets at fair value    4,387                        -                                     -                                   4,387

   through profit or loss
 Loans and receivables             13,829                       96                                    13,320                              413
 Cash and cash equivalents         1,642                        -                                                                                   1,642
                                   19,858                       96                                    13,320                              6,442

 Financial liabilities
 Trade and other payables          908                          -                                     470                                 438

 

* Changes in the interest rate may cause movements.

 

Any movement in interest rates would have an immaterial effect on the
profit/(loss) for the year.

 

 (h) Fair value

      The carrying values of the financial assets and liabilities
approximate the fair value of the financial assets and liabilities and can be
summarised as follows:

                                                           At 31 December      At 31 December
                                                           2023                2022
                                                           US$ '000            US$ '000
 Financial Assets
 Financial assets at fair value through profit or loss     3,711               4,387
 Loans and receivables                                     498                 13,829
 Cash and cash equivalents                                 1,333               1,642
                                                           5,542               19,858

 Financial Liabilities
 Trade and other payables                                  950                 908

 

Financial assets and liabilities, other than investments, are either repayable
on demand or have short repayment dates. The fair value of investments is
stated at the redemption prices quoted by fund administrators and are based on
the fair value of the underlying net assets of the funds because, although the
funds are quoted, there is no active market for any of the investments held.

 

Fair value hierarchy

The table below analyses financial instruments measured at fair value at the
end of the reporting period by the level of the fair value hierarchy (note
20).

 
 
At 31 December 2023

                                                        Level 1   Level 2   Level 3   Total
                                                        US$ '000  US$ '000  US$ '000  US$ '000
 Financial assets at fair value through profit or loss

                                                        -         3,711     -         3,711

 

 
 
At 31 December 2022

                                                        Level 1   Level 2   Level 3   Total
                                                        US$ '000  US$ '000  US$ '000  US$ '000
 Financial assets at fair value through profit or loss

                                                        -         4,387     -         4,387

 

20.  SHARE-BASED INCENTIVE PLANS

 

To incentivise personnel and to align their interests with those of the
shareholders of Argo Group Limited, Argo Group Limited has granted share
options to directors and employees under The Argo Group Limited Employee Stock
Option Plan. The options are exercisable within 10 years of the grant date.

 

The fair value of the options granted during the period was measured at the
grant date using a Black-Scholes model that takes into account the effect of
certain financial assumptions, including the option exercise price, current
share price and volatility, dividend yield and the risk-free interest rate.
The fair value of the options granted is spread over the vesting period of the
scheme and the value is adjusted to reflect the actual number of shares that
are expected to vest.

 

The principal assumptions for valuing the options are:

 Exercise price (pence)                              21.0/24.0
 Weighted average share price at grant date (pence)  19.0
 Average option life at date of grant (years)        10.0
 Expected volatility (% p.a.)                        15.0
 Dividend yield (% p.a.)                             10.0
 Risk-free interest rate (% p.a.)                    2

 

The fair value of options granted is recognised as an employee expense with a
corresponding increase in equity. The total charge to employee costs in
respect of this incentive plan is £nil (2022: £nil).

 

The number and weighted average exercise price of the share options during the
period is as follows:

                                     Weighted average exercise price  No. of share options
 Outstanding at beginning of period  21.2p                            3,895,998
 Granted during the period           -                                -
 Forfeited during the period         -                                -
 Outstanding at end of period        21.2p                            3,895,998
 Exercisable at end of period        21.2p                            3,895,998

 

Outstanding share options are contingent upon the option holder remaining an
employee of the Group.

The weighted average fair value of the options issued during the period was
£nil (2022: £nil).

 

21.  EVENTS AFTER THE REPORTING PERIOD

There were no material events after the reporting period, which have a bearing
on the understanding of the consolidated financial statements.

 

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