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Global Interconnection Group — Audit Report / Information 2024
Sep 30, 2024
6319_ir_2024-09-30_636fef20-fdf7-46e7-8e76-10fbeda7dcce.html
Audit Report / Information
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GLOBAL INTERCONNECTION GROUP LIMITED
Interim Financial Report and Unaudited
Condensed Consolidated Financial Statements
For the six-month period ending 30 June 2024
GLOBAL INTERCONNECTION GROUP LIMITED
CONTENTS
For the six-month period ending 30 June 2024
Page(s)
Company Overview 3
Chief Executive Officer's Statement 4
Directors 5-6
Interim Management Report 7-9
Statement of Directors Responsibilities 10
Unaudited Condensed Consolidated Statement of Comprehensive Income 11
Unaudited Condensed Consolidated Statement of Financial Position 12
Unaudited Condensed Consolidated Statement of Cash Flows 13
Unaudited Condensed Consolidated Statement of Changes in Equity 14
Unaudited Condensed Consolidated Notes to the Financial Statements 15-22
Key Advisers and Contact Information 23
2
GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY OVERVIEW
For the six-month period ending 30 June 2024
COMPANY OVERVIEW
COMPANY OBJECTIVE
Global InterConnection Group Limited (the “Company”) was established as a special purpose acquisition company
(“SPAC”) and incorporated on 29 April 2021 under the laws of Guernsey as a non-cellular company limited by shares.
The Company’s Ordinary Shares and Warrants (as defined in its Prospectus) were admitted to trading on Euronext
Amsterdam, the regulated market operated by Euronext Amsterdam N.V. (“Euronext Amsterdam”) on 7 October 2021.
During the year ended 31 December 2023, the Company completed a business combination with Global
InterConnection Group SA, as further described below.
The Company was established to complete a Business Combination (legal merger, amalgamation, share exchange, asset
and/or liability acquisition, share purchase, reorganisation or similar business combination) and completed such an
acquisition on 6 July 2023 with Global InterConnection Group SA (“GIG SA”) in a share for share acquisition (the
"Transaction").
The Group, comprising Global InterConnection Group Limited and its subsidiaries, is a platform for the manufacturing,
development, operation, and ownership of interconnectors and other power transmission assets, with three
interlocking divisions: (i) a portfolio of interconnector operating assets and projects; (ii) High Voltage Direct Current
(“HVDC”) cable manufacturing to supply grid upgrades and our and others interconnector projects, and (iii) ancillary
services, such as commissioning and overseeing the design, planning and operational management for grids and
interconnectors. Interconnectors are power cables connecting different countries' electricity grids, as a means of
improving energy security by expediting the transmission of energy internationally from where it is generated to where
it is needed.
3
GLOBAL INTERCONNECTION GROUP LIMITED
CHIEF EXECUTIVE OFFICER'S REPORT
For the six-month period ending 30 June 2024
Dear Shareholders,
Chief Executive Officer
Date: 27 September 2024
Positive momentum has continued through the summer and I look forward to updating you further through the second
half of the year.
Amelia Henning
The business is supported by a highly experienced board of directors: Edmund Truell (Executive Chairman) and non-
executive directors Luke Webster, Richard Pinnock and Roger Le Tissier; and special advisers: Richard Johnson, Chris
Sturgeon and Kari Stadigh. Jennie Younger has recently decided to step down from the main Global InterConnection
Group board to focus her time and expertise on supporting the subsidiary board of Advanced Cables as a non executive
director. This decision reflects the importance and opportunity the joint venture represents and the significant step up
in activity that accompanies this. I would like to thank the board and our special advisers for their invaluable support
and expertise.
I was fortunate enough to join Global Interconnection Group at the end of May; a pivotal point for the business with the
team’s hard work and expertise delivering:
• a landmark joint venture agreement with LS Eco Energy, one of the subsidiaries of LS Group, the leading world class
Korean cable manufacturer. The joint venture, LS Eco Advanced Cables, has been established for the purpose of
advancing development of a High Voltage Direct Current cable factory in the North East of England
• a period of exclusivity to negotiate agreements for the grant of a long lease relating to the Tyne Renewables Quay site
at the Port of Tyne for the HVDC factory
Whilst significant investment continues to flow into the development of renewable energy generation, there remains a
crucial need for countries to invest in ensuring the underlying grid infrastructure and supply chain keep pace. In
addition, management of the resulting intermittent renewable supply is fundamental to grid stability and the ability to
transfer excess power between grids via interconnectors are an important part of the solution. Global Interconnector
Group plans to contribute to addressing these key infrastructure challenges:
• Our joint venture factory development aims to address the severe global shortage of high voltage cable underlying a
critical bottleneck for our energy transition; and
• The delivery of our first interconnector project, Atlantic SuperConnection, a 1,708 km interconnector between the UK
and Iceland will link the UK to Iceland which benefits from geothermal baseload power; and an abundance of storage
opportunity in the form of significant pump hydro (a clean battery).
Further work is underway with our strategic partners to support and invest in further key interconnectors.
As disclosed in note 3, the financial statements are prepared on a going concern basis. Consistent with the Company’s
current phase of development, in order to complete planned projects and meet current and future liabilities it will of
course be necessary to raise further development capital from external sources.
4
GLOBAL INTERCONNECTION GROUP LIMITED
DIRECTORS
For the six-month period ending 30 June 2024
Roger Le Tissier, aged 60 (Director) - Appointed to the Board on 29 April 2021
Richard Pinnock, aged 62 (Director) – Appointed to the Board on 30 June 2023
Edmund Truell, aged 61 (Director) - Appointed to the Board on 29 April 2021
Jennie Younger, aged 68 (Director) – Appointed to the Board on 18 May 2023
Luke Webster, aged 43 (Director) - Appointed to the Board on 18 May 2023
As at the date of this Annual Report 2024, the Statutory Board of Directors (the “Board”) is composed of the following
Statutory Directors (the “Directors”):
Jennie Younger is an independent non-executive director of the Company. Jennie has almost 40 years of experience
working in finance, pharmaceutical business and latterly higher education with a strong background in Capital Markets,
Corporate Affairs, Investor Relations, Communications, Government Relations, Corporate Responsibility and
Fundraising. Jennie is an Executive Director of King’s College London and King’s Health Partners and a member of the
University’s Senior Management Team. She is also Non-Executive Chair of the Centre for Process Innovation (CPI) part
of the High Value Manufacturing Catapult. She was previously Vice President and Global Head of Corporate Affairs at
AstraZeneca, with responsibility globally for all internal and external Corporate Affairs and Communications, including
Government Relations. Previous roles include similar responsibility at GlaxoSmithKline and British Gas and before that,
as a Vice President in Deutsche Bank.
Luke Webster is a non-executive director of the Company. As the GLA’s Chief investment Officer, Luke runs London
Treasury, the GLA’s regulated subsidiary responsible for GLA group net assets of over £4bn. He directs the GLA Group’s
treasury shared service and oversees infrastructure project finance and impact investment including net zero carbon
initiatives, London-focussed VC, and housing. He has 18+ years' experience in corporate treasury, pension fund
management, and private markets. His major infrastructure project experience includes leading the multi-£billion
financing of the Elizabeth Line and the Northern Line Extension, and between 2013 and 2015, he was Chief Finance and
Risk Officer at the London Pensions Fund Authority, at the forefront of the consolidation of the Local Government
Pension Scheme to unlock the required scale for effective infrastructure investment. He is also currently a non-executive
director of PSF Capital, a PE group focussed on pensions risk transfer and consolidation.
Richard Pinnock is an independent non-executive director of the Company. He was Executive Vice President and Head of
the Energy Division at AFRY, a global energy and engineering consultants and project managers advisory group until
August 2022. He was previously responsible for Poyry Group’s Large Project Competence Centre (LPCC) business group,
leading a team of EPC specialists in identifying, selling, structuring, negotiating and steering the implementation of large
complex projects; responsible for creating Poyry’s unique EPC+ System Methodology. He also led the Poyry M&A and
Large Project Function.
Edmund Truell is the executive chairman of the Company.
He is the managing partner of Disruptive Capital. His investment track record has a lifetime average net realised IRR of
approximately 33% with over £12 billion of equity investments across the past 30 years of his private market investing
career. Disruptive Capital is focused on ‘Positive Impact’ investing. with a wide portfolio including investments in Telent
that specialises in the design, installation and maintenance of the UKs digital infrastructure. He also retains an
investment in the Pension Insurance Corporation which he co-founded In 2007 with his late brother, Daniel Truell, one
of the United Kingdom’s largest ever start-ups. As its chief executive officer, he developed the Pension Insurance
Corporation into a leader in the UK bulk annuity market, before in 2013 becoming Chairman of London Pension Fund
Authority, where he co-founded GLIL, the pooled vehicle for infrastructure investment.
Roger Le Tissier is a non-executive director of the Company. He has been appointed a non-executive director to leading
asset managers, private equity general partners, insurers, pension companies and charities. Previously, he was a partner
of the law firm and fiduciary group Ogier and the founder partner of Ogier, Guernsey from its inception in 1998 until
2013.
5
GLOBAL INTERCONNECTION GROUP LIMITED
DIRECTORS
For the six-month period ending 30 June 2024
Amelia Henning, aged 45 (Director) - Appointed to the Board on 24 May 2024
Amelia Henning is the Chief Executive Office and a Director of the Company. Until March 2024 Amelia was a member of
the Australian fund manager, QIC’s Global Infrastructure Equity team, based in London. Amelia joined QIC in 2022 after
five years with Barings Global Infrastructure Debt team, where she was a Managing Director and voting member of the
Barings Global Infrastructure Debt credit committee. Prior to Barings, she was part of the Capital Structuring Group at
RBC Capital Markets, where she worked in a variety of roles from infrastructure advisory, to capital structuring and
private placements. Amelia previously held roles in the Corporate, Private Finance team at HM Treasury. Amelia holds
an MA in Economics from Pembroke College, Cambridge University and an MSc in Economics from University College
London.
6
GLOBAL INTERCONNECTION GROUP LIMITED
INTERIM MANAGEMENT REPORT
For the six-month period ending 30 June 2024
Principal Activities and Investing Policy
Risk Management
- performance risk;
- market risk;
- financing risk;
- relationship risk; and
- operational risk
Performance Risk
The principal risks facing the Company, include but are not limited to, the following:
The Company was incorporated on 29 April 2021 under the laws of Guernsey as a non-cellular company limited by
shares. The Company’s Ordinary Shares and Warrants were admitted to trading on Euronext Amsterdam on 7 October
2021.
Global InterConnection Group is now in the development phase of establishing a cable factory and the production and
installation of a subsea cable between the UK and Iceland and funds raised will be utilised for this purpose with excess
funds placed on deposit or short term paper. The Company expects both elements of Global InterConnection Group to
create significant shareholder value over the coming years.
The Directors are responsible for supervising the overall management of the Company. Portfolio exposure has been
limited by the guidelines which are detailed within the Principal Activities and Investment Policy section of the annual
report.
- governmental and regulatory risk;
An explanation of these principal risks and how they are managed is set out below.
The Company is now focused on a two lines of business, both within the energy sector. Accordingly, the prospects of the
Company’s success may be:
- solely dependent upon the performance of a single business, line of business or assets and liabilities; or
- dependent upon the development or market acceptance of a single or limited number of products, processes or
services.
As a result, returns for Ordinary Shareholders may be adversely affected if growth in the value of the company is not
achieved or if the value of the company or business or any of its material assets is written down.
The Company is dependent on future fundraising efforts to meet the development costs of the cable factory and
installation of the subsea cable between the UK and Iceland. If the fund raising efforts are not successful the Company
may be unable to pay its expenses or make distributions and dividends on the Ordinary Shares. An inappropriate
strategy or poor execution of strategy may further lead to underperformance.
Upon the completion of successful fundraising and development of the business strategy, the Company will be reliant
on its two main operating segments. In order to mitigate the performance risk associated with a single subsea cable
between the UK and Iceland the Company is seeking to build a portfolio of similar interconnectors to mitigate
performance risk across a portfolio of similar interconnectors.
7
GLOBAL INTERCONNECTION GROUP LIMITED
INTERIM MANAGEMENT REPORT
For the six-month period ending 30 June 2024
Market Risk
Financing Risk
Governmental and Regulatory Risk
Relationship Risk
Operational Risk
The Group intends to build and operate both an HVDC cable factory and a subsea interconnector between the UK and
Iceland. Each business will have risks unique to its operation however at this stage of the Company’s development risks
are primarily restricted to:
- Management of various technical experts and the associated costs contributing to the project development;
- Identification, monitoring and achievement of key milestones regarding each line of business (for example, securing
suitable site for the HVDC factory);
- Securing all necessary permits, permissions, operating or JV partnerships etc.; and
- Compliance with Euronext listing requirements and Guernsey company law.
The investments in the Company's divisions require additional joint venturing and/or co-investments alongside third-
party co-investors, which may come in the form of additional contributions from the Company or third parties on terms
that are not (necessarily) favourable to Company and which may involve risks that may not be present in investments
made without joint venture partners and/or co-investors.
Global InterConnection Group’s production process is subject to environmental and health and safety laws and
regulations, such as noise, environment and transport regulations. If such regulations become more stringent, for
example, as a result of pressure from environmental organisations, Global InterConnection Group may be forced to
adjust its production process with associated increased costs and potentially a reduced capacity, which may impact
revenue obtained by the Company.
Delays in obtaining financing may impact the development of projects and subsequently have an adverse impact on
income and capital returns to GIG shareholders.
Global InterConnection Group’s business’ success may be dependent on the skills and expertise of certain employees or
contractors. If any of these individuals resign or become otherwise unavailable, Global InterConnection Group’s business
may be materially adversely impacted. At this early stage of the business this risk is largely unavoidable however as a
mitigant all key individuals have a stake in the business and its continued success and are therefore incentivised to
remain with the business. In due course, the team will be expanded to provide a level of succession planning
commensurate with the size of the company.
Market risk arises from uncertainty about the future operating performance and market response to the Company’s
main operating market. The Company has chosen to invest in the renewable energy sector in which it expects there to
be an increasing demand for future energy supply. Further, due to the more disaggregated nature of renewable energy
the Company expects demand for HVDC cable to increase.
The Company has therefore created an intended exposure to the market risks associated with the renewable energy
sector. Such sector concentration may subject the Company to greater market fluctuation and loss than might result
from a diversified investment portfolio.
Investors may be unable to sell their Ordinary Shares unless a viable market can be established and maintained.
Accordingly, the Ordinary Shares may not be suitable for short-term investment. Admission on the Euronext Amsterdam
should not be taken as implying that there will be an active trading market for the Ordinary Shares.
8
GLOBAL INTERCONNECTION GROUP LIMITED
INTERIM MANAGEMENT REPORT
For the six-month period ending 30 June 2024
Operational Risk (continued)
Subsequent Events
Related Party Transactions
Business Review
A review of the Company's business during the period and an indication of likely future developments are contained in
the Chief Executive Officer's Statement.
Details of transactions with related parties are provided in Note 10 to the Financial Statements.
As each business line develops operational responsibility will be assumed by the relevant subsidiary which will be
overseen by the Board by way of management reports from each subsidiary. The Company’s operational risk
management framework will necessarily extend and develop as the subsidiary operations develop over time.
To manage the risk, all operational risk is reviewed by the Board at each Board meeting. Further, at each Board meeting,
the Board would receive reports from the Company Secretary and Administrator in respect of administration matters
and duties performed by it on behalf of the Company. The Company is subject to laws and regulations enacted by
national, regional and local governments. In particular, the Company will be required to comply with, certain
requirements of Euronext Amsterdam, under Dutch law and under Guernsey law. Compliance with, and monitoring of,
applicable laws and regulations will be monitored by the Board.
Details of events that have occurred after the date of the Statement of Financial Position are provided in Note 16 to the
Financial Statements.
Other risks faced by the Company are described in detail within the Company’s Prospectus and can be obtained at
www.globalinterconnectiongroup.com.
9
GLOBAL INTERCONNECTION GROUP LIMITED
STATEMENT OF DIRECTORS RESPONSIBILITIES
For the six-month period ending 30 June 2024
Responsibility Statement
-
-
-
For Global Interconnection Group Limited
Amelia Henning
Chief Executive Officer
Date: 27 September 2024
We confirm that to the best of our knowledge:
the financial statements, prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
the Chief Executives Officer's Statement and Interim Management Report include a fair review of the development
and performance of the business and the position of the Company, and the undertakings included in the
consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
the financial statements have not been subject to review by the Company's auditors
10
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period from 1 January 2024 to 30 June 2024
Unaudited Unaudited
1 Jan 2024 1 Jan 2023
to to
30 Jun 2024 30 Jun 2023
GBP GBP
Note
Income
Bank interest earned 3,604 -
3,604 -
Expenses
Operating expenses 1,995,155 982,887
Share-based payment expenses 14 (1,137,965) -
-
Unrealised gain on foreign exchange (87) -
Realised loss on foreign exchange 4,624 2,941
816,788 -
Expenses from joint ventures
490 -
(1,103,079) 985,828
Net loss before taxation 1,106,683 (985,828)
Tax (1,785) -
Loss for the year 1,104,898 (985,828)
Other comprehensive income
Exchange difference on translation of foreign operations 9,459 61,443
Total comprehensive profit / (loss) for the period 1,114,357 (924,385)
Basic and diluted earnings per share
12 0.06 (0.06)
The notes on pages 15 - 22 form an integral part of these financial statements.
Interest expense on financial liabilities measured at amortised cost
The above results are in respect of continuing operations of the Company.
Unrealised gain on revaluation of warrants and redeemable shares
(2,782,084)
11
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2024
Unaudited Audited
30 Jun 2024 31 Dec 2023
GBP GBP
Note
Assets
Non-current assets
Intangible Assets 862,392 878,803
Investments in joint ventures - -
Property, plant and equipment 354 568
Total Non-current assets 862,746 879,371
Current assets
Cash and cash equivalents 124,047 931,553
Trade and other receivables 5 444,879 906,330
Total Current assets 568,926 1,837,883
TOTAL ASSETS 1,431,672 2,717,254
Liabilities
Current liabilities
Trade and other payables 6 (2,930,611) (2,462,058)
Loans and borrowings 7 (2,146,070) (1,094,513)
Total Current liabilities (5,076,681) (3,556,571)
Non-current liabilities
Warrants 9 (1,072,500) (3,854,584)
Loans and borrowings 7 (31,965,000) (31,965,000)
Total Non-current liabilities (33,037,500) (35,819,584)
Net liabilities (36,682,509) (36,658,901)
Equity
Issued share capital and share premium
6,355,213 6,355,213
Retained earnings (59,279,932) (60,384,830)
Foreign currency translation reserve 574,561 565,102
Share-based payment reserve 15,667,649 16,805,614
Total equity (36,682,509) (36,658,901)
Edmund Truell Amelia Henning
Director Director
Date: 27 September 2024
Date: 27 September 2024
The notes on pages 15 - 22 form an integral part of these financial statements.
The financial statements on pages 11 - 22 were approved by the board of Directors and authorised for issue on 27
September 2024. They were signed on the Company’s behalf by:
12
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS
For the period from 1 January 2024 to 30 June 2024
Unaudited Unaudited
1 Jan 2024 1 Jan 2023
to to
30 Jun 2024 30 Jun 2023
GBP GBP
Operating activities
Net loss for the period 1,104,898 (985,828)
Items not affecting cash:
Decrease/(increase) in trade and other receivables 461,451 (273,112)
Increase/(decrease) in trade and other payables 492,729 (251,705)
Interest expense on financial liabilities measured at amortised cost
816,788 -
Unrealised gain on revaluation of warrants and redeemable shares
(2,782,084) -
Depreciation of property, plant and equipment
214 214
Amortisation and impairment of intangible assets
16,412 16,412
Non-cash settlement of payables
- 144,000
Foreign exchange movements
(9,459) (61,443)
Finance costs
- 59,419
Expenses from joint ventures
(490) -
Share-based payment expense
(1,137,965) -
Bank interest earned (3,604) -
Net cash flows used in operating activities (1,041,110) (1,352,043)
Investing activities
Interest earned 3,604 -
Net cash flows used in investing activities 3,604 -
Financing activities
Cash inflow loans short-term 230,000 1,484,484
Net cash flows used in financing activities 230,000 1,484,484
Change in cash and cash equivalents (807,506) 132,441
Cash and cash equivalents at beginning of the period 931,553 24,852
Cash and cash equivalents at end of the period 124,047 157,293
Being:
Cash and cash equivalents 124,047 157,293
124,047 157,293
The notes on pages 15 - 22 form an integral part of these financial statements.
13
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period from 1 January 2024 to 30 June 2024
Share capital Share premium
Retained
earnings
Capital
contribution
Foreign
currency
translation
reserve
Share-based
payment
reserve
Total equity
GBP GBP GBP GBP GBP GBP
Balance as at 1 January 2023
1,019,117 - (15,531,194) 560,120 579,450 1,890,331 (11,482,176)
Loss for the year
(27,417,600) (27,417,600)
Other comprehensive income
- - - (14,348) - (14,348)
Capital reorganisation and deemed distribution (1,017,386) 4,161,049 (19,326,367) (560,120) - 13,978,274 (2,764,550)
Issued subsequent to the Transaction
12 115,813 - 115,825
Warrants exercised subsequent to the transaction
134 2,679,874 - - - - 2,680,008
Subsidiary shareholding in Company
(6) (603,394) - - - - (603,400)
Equity settled share-based payments - - 1,890,331 - - 937,009 2,827,340
Balance as at 31 December 2023 (audited)
1,871 6,353,342 (60,384,830) - 565,102 16,805,614 (36,658,901)
Balance as at 1 January 2024
1,871 6,353,342 (60,384,830) - 565,102 16,805,614 (36,658,901)
Loss for the period
- - 1,104,898 - - - 1,104,898
Other comprehensive income
- - - 9,459 - 9,459
Equity settled share-based payments - - - - (1,137,965) (1,137,965)
Balance as at 30 June 2024 (unaudited)
1,871 6,353,342 (59,279,932) - 574,561 15,667,649 (36,682,509)
The notes on pages 15 - 22 form an integral part of these financial statements.
14
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the six-month period ending 30 June 2024
1. General Information
2. Basis of preparation and Statement of Compliance
2.1. Standards and amendments effective for the year
2.2. Standards, amendments and interpretations not yet effective
Global InterConnection Group Limited (the "Company", "GIG Ltd") is a non-cellular company, limited by shares,
registered and incorporated in Guernsey under The Companies (Guernsey) Law, 2008 (as amended) (the “Law”) on 29
April 2021 with registration number 69150. The Company’s registered address is First Floor, 10 Lefebvre Street, St Peter
Port, Guernsey, GY1 2PE.
On 6 July 2023 the Company completed a business combination with Global InterConnection Group SA ("GIG SA") and is
the holding company of the Global InterConnection Group and on that date was renamed from Disruptive Capital
Acquisition Company Limited to Global InterConnection Group Limited. The consolidated financial statements
incorporate the accounts of the Company and entities controlled by the Company ("its subsidiaries"). The term "Group"
means Global InterConnection Group Limited and its subsidiaries.
The Company has prepared these unaudited condensed consolidated financial statements on a going concern basis in
accordance with International Accounting Standard 34 “Interim Financial Reporting”. The interim financial report does
not comprise statutory financial statements within the meaning of the Companies (Guernsey) Law, 2008, and should be
read in conjunction with the annual financial statements as at and for the year ended 31 December 2023, which have
been prepared in accordance with International Financial Reporting Standards (“IFRS”) which comprise standards and
interpretations approved by the International Accounting Standards Board ("IASB") and International Financial
Reporting Interpretations Committee ("IFRIC"). The interim financial report and unaudited condensed consolidated
financial statements for the period ending 30 June 2024 has not been audited. The statutory financial statements for
the year ended 31 December 2023 were approved by the Board of Directors on 28 May 2024.
The preparation of the unaudited condensed financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these estimates.
The interpretations and amendments to IFRS effective for 2024 have not had a significant impact on the Company’s
accounting policies or reporting.
A number of amendments and interpretations have been issued which are not expected to have any significant impact
on the accounting policies and reporting.
The unaudited condensed consolidated financial statements comprise the financial statements of the Company and its
subsidiaries. Where necessary adjustments are made to the financial statements of subsidiaries to bring their
accounting policies in line with the Group's accounting policies. All intra-group assets and liabilities, equity, income,
expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
During the year ended 31 December 2023 the Company completed a business combination with Global InterConnection
Group SA. Due to the business combination being deemed a reverse acquisition for accounting purposes, the
comparative figures for the comparative period to 30 June 2023 represent the financial information of GIG SA and its
subsidiaries, with the position as at 31 December 2023 representing the position of the Group with the activity of GIG
Ltd considered only from the Transaction date onwards.
In preparing these unaudited condensed financial statements, the significant judgements made by management in
applying the accounting policies and the key sources of estimation uncertainty were the same as those that applied to
the annual financial statements for the year ended 31 December 2023.
15
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the six-month period ending 30 June 2024
3. Significant accounting judgements, estimates and assumptions
3.1. Management estimates and assumptions
3.2. Judgements
3.2.1 Going concern
4. Significant accounting policies
5. Trade and other receivables Unaudited Audited
30 Jun 2024 31 Dec 2023
GBP GBP
National Grid Deposits (i) 372,482 304,181
Due from LS Eco Advanced Cables Limited 30,000 -
Prepayments 2,654 14,403
Other debtors 39,743 17,896
Due for warrants - 569,850
444,879 906,330
During the period the Group made an investment into a joint venture. Investments in joint ventures are initially
recognised in the consolidated statement of financial position at cost. Subsequently investments in joint ventures are
accounted for using the equity method, where the Group's share of post-acquisition profits and losses and other
comprehensive income is recognised in the consolidated statement of profit and loss and other comprehensive income
(except for losses in excess of the Group's investment in the associate unless there is an obligation to make good those
losses).
(i) represents a prepayment against a cancellation charge which would be payable if the interconnector project linked
to the National Grid connection agreement does not proceed.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates
and assumptions that affect the application of accounting policies and reported amounts in the financial statements.
The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are
significant to the financial statements, are disclosed below:
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future period affected.
The financial statements have been prepared on a going concern basis. In order to complete the planned projects for
the Group and Parent Company, and for the Group and Parent Company to be able to continue in operation and meet
current and future liabilities through the going concern period of at least 12 months from the date of approval of these
financial statements, it will be necessary to raise further development capital from external sources.
There were no significant changes in accounting policies applied in these condensed consolidated interim financial
statements compared to those used in the most recent annual consolidated financial statements of 31 December 2023.
16
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the six-month period ending 30 June 2024
6. Trade and other payables Unaudited Audited
30 Jun 2024 31 Dec 2023
GBP GBP
Current liabilities
Trade payables 1,233,370 1,509,749
Directors fees payable 642,162 367,919
Accounting and Administration fees payable 601,552 79,283
Accruals and deferred income 200,971 96,469
Audit fees payable 148,000 194,932
Advisory fees payable 60,000 140,000
Tax and social security payables 25,934 37,077
Other creditors 18,622 36,629
2,930,611 2,462,058
7. Loans and borrowings
Unaudited Audited
30 Jun 2024 31 Dec 2023
GBP GBP
Advanced Cables PLC Inflation-linked Green Loan Notes due 2028 (i) 31,261,832 30,517,626
ASC Energy PLC Inflation-linked Green Loan Notes due 2056 (ii) 2,614,083 2,541,887
Due to Disruptive Capital GP limited (iii) 235,155 -
34,111,070 33,059,513
Current 2,146,070 1,094,513
Non-Current 31,965,000 31,965,000
34,111,070 33,059,513
(i) Advanced Cables PLC Inflation-linked Green Loan Notes due 2028 ("2028 GreenBonds") were issued during the year
ended 31 December 2023. Interest is first payable in September 2024 and annually thereafter, both the interest rate
and the redemption price are linked to the UK consumer price index. As at 30 June 2024 interest accrued was
£1,793,932 (31 December 2023: £1,049,726).*
(ii) ASC Energy PLC Inflation-linked Green Loan Notes due 2056 ("2056 GreenBonds") were issued during the year ended
31 December 2023. Interest is first payable in September 2024 and annually thereafter with the principal amortising
from September 2031 at 4% per annum. Both the interest rate and the redemption price are linked to the UK consumer
price index. As at 30 June 2024 interest accrued was £116,983 (31 December 2023: £44,787).*
(iii) During the period the Company entered into a £235,000 loan agreement with Disruptive Capital GP Limited. The
loan was fully drawn on 28 June 2024 with interest payable at 8%.
*The terms of these loan notes were modified subsequent to the balance sheet date as described in note 16.
17
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the six-month period ending 30 June 2024
8. Share Capital
Authorised
As at 30 June 2024 (unaudited) and 31 December 2023 (audited) the Company's share capital comprised:
Number of
shares
Nominal value
Aggregate nominal
value
GBP GBP
Ordinary shares 18,705,909 0.0001 1,871
Total Share Capital 18,705,909 0.0001 1,871
Treasury shares 762,587 0.0001 76
9. Warrants
Number of
Warrants
Warrants
GBP
Warrants
As at 31 December 2022 - -
Acquired as part of the Transaction 4,190,000 276,540
Warrant cash exercise (227,385) (15,007)
Warrant cashless exercise (3,962,615) (261,533)
As at 31 December 2023 (audited) - -
As at 30 June 2024 (unaudited) - -
Number of
Warrants
Warrants
GBP
Sponsor Warrants - Traded
As at 31 December 2022 -
Acquired as part of the Transaction 156,250 10,312
Warrant cash exercise (50,782) (3,352)
Warrant cashless exercise (105,468) (6,960)
As at 31 December 2023 (audited) - -
As at 30 June 2024 (unaudited) - -
The Warrants and Sponsor Warrants are accounted for as liabilities in accordance with IAS 32 and are measured at fair
value as at each reporting period. Changes in the fair value of the Warrants and Sponsor Warrants are recorded in the
statement of profit or loss for each period.
At 30 June 2024 the only warrants remaining are the non-publicly traded Sponsor Warrants which have a final exercise
date that is ten years following the business combination Completion Date, or earlier upon redemption of the Warrants
or liquidation of the Company.
The Company may issue an unlimited number of shares of par value and/or no-par value or a combination of both. The
Company may from time to time hold its own shares as treasury shares.
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GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the six-month period ending 30 June 2024
9. Warrants (continued)
Sponsor Warrants - Not traded
As at 31 December 2022 - -
Acquired as part of the Transaction 2,291,667 151,251
Revaluation during the year - 3,703,333
As at 31 December 2023 (audited) 2,291,667 3,854,584
Revaluation during the year - (2,782,084)
As at 30 June 2024 (unaudited) 2,291,667 1,072,500
10. Related party disclosures
11. Fair value measurement
11.1. Fair value measurement of financial instruments
During the period the Company entered into a loan agreement with Disruptive Capital GP Limited, an Advisor of the
Company. The terms of the loan are disclosed in note 7.
Level 1: Quoted price (unadjusted) in an active market for an identical instrument.
Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e., derived from
prices). This category includes instruments valued using: quoted prices in active markets for similar instruments; quoted
prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques
for which all significant inputs are directly or indirectly observable from market data.
Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments for which the
valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect
on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar
instruments for which significant unobservable adjustments or assumptions are required to reflect differences between
the instruments.
The level in the fair value hierarchy within which the fair value measurement was categorised in its entirety was
determined based on lowest level input that was significant to the fair value measurement in its entirety. For this
purpose, the significance of an input was assessed against the fair value measurement in its entirety.
If a fair value measurement used observable inputs that required significant adjustment based on unobservable inputs,
then those investments were measured using Level 3 inputs. Assessing significance of a particular input to the fair value
measurement in its entirety required judgment, considering factors specific to the asset or liability (see valuation
techniques disclosed below). The determination of what constitutes observable required significant judgment by the
Directors of the Company.
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into
three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the
measurement, as follows:
Other than as disclosed below there have been no material related party transactions in the first six months of 2024 and
no material change in related parties from those described in the annual financial statements as at 31 December 2023.
19
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the six-month period ending 30 June 2024
11. Fair value measurement (continued)
11.1. Fair value measurement of financial instruments (continued)
Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Warrants measured at fair
value
- 1,072,500 - 1,072,500
Total
- 1,072,500 - 1,072,500
Level 1 Level 2 Level 3 Total
GBP GBP GBP GBP
Warrants measured at fair
value
- 3,854,584 - 3,854,584
Total
- 3,854,584 - 3,854,584
12. Basic and diluted earnings per share
Unaudited Unaudited
30 Jun 2024 30 Jun 2023
18,705,909 14,936,145
£1,114,357 (£924,385)
Basic and diluted loss per share £0.06 (£0.06)
The following table shows the levels within the hierarchy of financial assets and liabilities measured at fair value on a
recurring basis:
30 Jun 2024 (unaudited)
The value of the warrants above was calculated using the Black-Scholes model assuming volatility of 38.40%, interest
rate of 3.47% and expected dividends of 4.00%. The volatility was based on the historical volatility of a proxy company
due to the lack of an active market.
31 Dec 2023 (audited)
The value of the warrants above was calculated using the Black-Scholes model assuming volatility of 36.85%, interest
rate of 3.00% and expected dividends of 4.00%. The volatility was based on the historical volatility of a proxy company
due to the lack of an active market.
The Basic Earnings per share has been calculated on a weighted-average basis and is derived by dividing the net profit/
(loss) for the period attributable to ordinary equity shareholders by the weighted-average number of ordinary shares in
issue, outstanding during the year. As the business combination on 6 July 2023 was accounted for as if GIG SA was the
acquirer of GIG Ltd the number of shares for the period ended 30 June 2023 has been adjusted to reflect the ratio of the
share exchange used in the Transaction.
Weighted average of ordinary shares in issue for basic loss
per share
Total profit/(loss) for the year attributable to the
shareholders
The Directors of the Company considered observable data to be market data that was readily available, regularly
distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively
involved in the relevant market.
20
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the six-month period ending 30 June 2024
12. Basic and diluted earnings per share (continued)
13. Contingent liabilities
14. Share-based payment option transaction
Unaudited Audited
30 Jun 2024 31 Dec 2023
GBP GBP
Equity
(1,137,965) 2,827,340
(1,137,965) 2,827,340
15. Dividends
The option may be exercised prior to 30 December 2029 unless extended by mutual agreement and no further
consideration is payable by the holder on exercise.
There were 513,521 options outstanding at the beginning of the year, no options were exercised during the period and
513,521 remain outstanding at 30 June 2024. During the period there was a movement in the value of the options
outstanding of £1,137,965.
The Group has granted certain options over shares for entering in to Owners Engineering Contract (OEC). The contracts
are separately negotiated and do not form part of any longer term incentivisation plan.
The value of the options granted above was calculated using the Black-Scholes model assuming volatility of 38.40%,
interest rate of 3.51% and expected dividends of 4.00%. The volatility was based on the historical volatility of a proxy
company due to the lack of an active market.
No dividends were paid or declared by the Company in the year ending 30 June 2024 (31 December 2023: None).
On 7 March 2023, the Company issued a press release confirming the outcome of the share tender process in which it
was noted that 737,877 shares had been tendered but which failed to meet the requirements of the tender, being
either submitted late or in respect of more than 95% of the shareholding. The holders of 400,000 shares (of which
379,999 would have been available to tender) have presented a claim to the Company that the shares were tendered
within the terms of the tender process and that the Company should, therefore, repurchase those shares at £10.789 a
share (as per the initial tender offer). The total value of those claims is £4,099,809. The Company robustly denies these
claims. The Company has been engaging with the shareholders following the share tender process in order to reach a
mutually acceptable conclusion and continues to do so.
For the purpose of calculating diluted earnings per share, the profit or loss attributable to ordinary equity holders of the
Company, and the weighted average number of shares outstanding are adjusted for the effects of all dilutive potential
ordinary shares.
There is no difference between the basic and diluted earnings per share.
21
GLOBAL INTERCONNECTION GROUP LIMITED
UNAUDITED CONDENSED CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the six-month period ending 30 June 2024
16. Events after the reporting period
On 9 September 2024 provided an update on negotiations with strategic partners which are at an advanced stage. The
update also disclosed the board of the Company was undertaking a strategic review including the capital structure of
the Company which may or may not lead to a decision to de-list the Ordinary Shares.
On 16 August 2024 the joint venture investment, LS Eco Advanced Cables Limited, agreed and signed Heads of Terms for
an option on a lease at the Port of Tyne. The option for lease will enable the development of the High Voltage Direct
Current Cable factory. This will be operated by our joint venture partner, a world class global cable manufacturer and
one of the subsidiaries of LS Group.
After 30 June 2024, the following material events occurred:
On 24 September 2024 a meeting of loan note holders of both the 2028 GreenBonds and the 2056 GreenBonds took
place where the following changes to both loan notes were approved:
- Revised first coupon - interest will accrue and be capitalised until 30 September 2027 rather than 30 September 2024.
- Early repayment - the loan notes may be repaid in whole or in part at any time prior to the maturity date. In certain
circumstances the repayment amount will include a makewhole payment.
- Conversion to GIG Ltd Shares - noteholders shall have the option to convert all or part of the outstanding principal
amount of the Notes into ordinary shares of GIG at a conversion price the greater of (i) £11.65 per share and (ii) a 20%
discount to the price of the most recent issuance of GIG shares.
22
GLOBAL INTERCONNECTION GROUP LIMITED
KEY ADVISERS AND CONTACT INFORMATION
For the period from 1 January 2024 to 30 June 2024
Registered Office Directors
First Floor Edmund Truell
10 Lefebvre Street Roger Le Tissier
St Peter Port Jennie Younger
Guernsey Luke Webster
GY1 2PE Richard Pinnock
Amelia Henning (appointed 24 May 2024)
(all care of the registered office)
Joint Global Coordinator and Sole Bookrunner Joint Global Coordinator
J.P. Morgan Securities Plc Cantor Fitzgerald Europe
25 Bank Street Five Churchill Place
London E14 5JP Canary Wharf
United Kingdom London E14 5HU
United Kingdom
Legal Advisers (as to Guernsey law) Legal Advisers (as to English and U.S. law)
Ogier (Guernsey) LLP Herbert Smith Freehills LLP
Redwood House Exchange House
St Julian’s Avenue Primrose Street
St Peter Port London EC2A 2EG
Guernsey United Kingdom
GY1 1WA
Legal Advisers to the Joint Global Coordinators as Legal Advisers (as to Dutch law)
to Dutch, English and US law Stibbe N.V.
Allen & Overy LLP Beethovenplein 10
Apollolaan 15 1077 WM Amsterdam
1077 AB Amsterdam The Netherlands
The Netherlands
Listing and Paying Agent, and Warrant Agent
Van Lanschot Kempen K.V.
Beethovenstraat 300
1077 WZ Amsterdam
The Netherlands
Company Website:
www.globalinterconnectiongroup.com
23
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