Annual Report and Financial Statements
For the year ended 31 December 2023
GLOBAL INTERCONNECTION GROUP LIMITED
CONTENTS
For the year ended 31 December 2023
Page
Company Overview 3
Summary Information 5
Chairman’s Statement 6
Directors 8
Directors Strategic Report 9
Directors Remuneration Report 13
Corporate Governance Report 14
Report of the Audit Committee 21
Statement of Directors Responsibilities 24
Independent Auditor's Report 26
Consolidated Statement of Comprehensive Income 33
Consolidated Statement of Financial Position 34
Consolidated Statement of Cash Flows 35
Consolidated Statement of Changes in Equity 36
Consolidated Notes to the Financial Statements 37
Company Statement of Financial Position 60
Company Notes to the Financial Statements 61
Key Advisers and Contact Information 67
2
GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY OVERVIEW
For the year ended 31 December 2023
COMPANY OVERVIEW
ACCOUNTING POLICIES
STRATEGIC OBJECTIVES
In light of this, the Company is aims to build an integrated platform to service, supply and invest in interconnector
cables and wider energy transmission infrastructure projects, comprising three interlocking divisions:
1. Advanced Cables PLC: high voltage direct current cable manufacturing facility, in partnership with a world-leading
player in the HVDC cable manufacturing industry, LS Cables & Systems.
2. Global Interconnectors: a diversified portfolio of development, construction, and operation stage interconnectors
including ASC Energy PLC which is working to deliver sustainable, low-carbon energy from Iceland to the UK through
HVDC Cable Technology and Energy Infrastructure.
3. GIG Services: commissioning, design, planning and operational expertise.
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 period, 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.
Market commentators are convinced the HVDC interconnector cable sector will experience sustained growth in the
years to come owing to the increased penetration of renewable energy, growing electricity consumption, and a greater
emphasis on energy security in national and international policy. This accelerated demand for HVDC cables, estimated
to need $128 billion of investment in the period to 2030, comes along with a severe shortage in the supply of HVDC
cable manufacturing to the required high standards.
The Company's 31 December 2023 year-end accounts, following completion of the acquisition of Global InterConnection
Group SA, as presented on a company stand alone basis as has been previously been the case are included from Page
60 onwards. These show a view of the Company and its operations that is in line with the expectations, with net assets
of some £168 million.
Following consultation and technical analysis with its auditors, the Board of Global InterConnection Group Limited
determined that as well as the publication of the Company balance sheet and accounts, it should undertake the
production of consolidated financial statements, so that the business combination, which took place during the
reporting period, can also be reflected as a “capital reorganisation” within the scope of IFRS 2. Application of this
treatment requires Global InterConnection Group SA and its subsidiaries are presented as the continuing entity in these
consolidated financial statements, effectively showing the reverse acquisition of Global InterConnection Group Limited.
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GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY OVERVIEW
For the year ended 31 December 2023
STRATEGIC OBJECTIVES (continued)
ASC Energy PLC
Advanced Cables is developing the world’s largest high voltage direct current (“HVDC”) cable factory, at the Port of Tyne
in the North-East of England in partnership with a world class cable manufacturer. Key progress to date includes the
creation of a joint venture company with LS Cables & Systems, the selection of the factory site and the signing of an
exclusivity agreement with Port of Tyne, the production of factory design specifications, and the expected enlistment of
strong national and local government support for the project. More details on the latest developments are contained in
the Chairman's statement.
Advanced Cables PLC
ASC Energy PLC aims to develop a 1,800 MW 1,708 km interconnector between Iceland and the UK. The interconnector
would provide Iceland with a greater security of energy supply. The cable would bring geothermal and hydroelectric
electricity to the UK; and potentially take offshore wind power to the existing Icelandic hydro dams with pumped
storage ‘refuelling’ the dams to create a 1,500 MW ‘clean battery’.
By providing the UK with dependable zero carbon energy, ASC Energy PLC will help address the supply volatility from
growing dependence on wind and solar; reduce the UK’s dependence on fossil fuels for peaking power; enhance energy
security and reduce energy prices for UK consumers as businesses alike. AFRY, a global energy and engineering
consultancy, have estimated that ASC will reduce UK CO2 emissions by 1 million tonnes per year, so over 3% of the UK’s
total energy sector emissions.
In September 2022, GIG entered into a partnership with RTE International ("RTEi"), the consultancy arm of the French
transmission system operator RTE. This saw RTEi appointed as ASC's owner's engineer for the completion of the
development stage, with RTEi receiving options in order to promote alignment. RTEi and its parent are among the
world's major interconnector consultancies and owner-operators respectively, bringing significant expertise and
experience to the ASC project.
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GLOBAL INTERCONNECTION GROUP LIMITED
SUMMARY INFORMATION
For the year ended 31 December 2023
Listing Euronext Amsterdam
Share Price
£7.00 (31 December 2023)
Market Capitalisation £130.9m
Current / Future Anticipated Dividend
Nil
Dividend Payment Dates n/a
Currency Pounds Sterling (£)
Launch Date / Share Price (nominal) £0.0001
Incorporation and Domicile Guernsey
Legal advisors - Dutch Law Stibbe N.V.
Legal advisors - UK Law Herbert Smith Freehills LLP
Legal advisors - Guernsey Law Ogier (Guernsey) LLP
Administrator Admina Fund Services Limited
Auditor BDO LLP
Market Makers J.P. Morgan Securities Plc
SEDOL, ISIN, LEI GG00BMB5XZ39
Year End 31 December
Stocks & Shares ISA Eligible
Website www.globalinterconnectiongroup.com
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GLOBAL INTERCONNECTION GROUP LIMITED
CHAIRMAN'S STATEMENT
For the year ended 31 December 2023
Dear Shareholders,
LS Eco Advanced Cables
Global InterConnection Group Services in negotiations to merge with Red Penguin
Global InterConnection Group is in advanced negotiations for the potential acquisition of Red Penguin Marine (“Red
Penguin”) to enhance the further development of our subsidiary GIG Services.
It’s my pleasure to write the Company’s third Chairman’s Review. Since our last review, the world continues to see
challenging public markets, high inflation driven largely by the energy crises affecting households and businesses
equally. This has created a challenging environment in which to complete a business combination and raise capital.
Nevertheless, during the year the Company completed its business combination with Global InterConnection Group SA
and the following important milestones have been achieved:
LS Eco Advanced Cables is the joint venture between Global InterConnection Group and one of the subsidiaries of LS
Group, the leading world-class Korean cable manufacturer, formed for the purpose of advancing development of the
factory.
LS Cable & System (LSCNS) is among the world’s leading cable manufacturers, and one of only five to have the gold-
standard CIGRE certification for HVDC cable production.
On the 24th May 2024, LS Eco Advanced Cables, signed an agreement with Port of Tyne in which the parties have
agreed a limited but extendable period of exclusivity during which the Port of Tyne has agreed to refrain from entering
into 3rd party transactions in order to allow the parties time to negotiate agreements for the grant of a long lease
relating to the Tyne Renewables Quay site, for the development (subject to planning permission) of a HVDC cable
factory.
Red Penguin Marine is an international group of companies working together to provide subsea cable engineering and
marine consulting services. They are a market leader in support for the submarine cable sector, whose services cover all
stages from project strategy to construction and asset management.
At the date of this Report, Red Penguin Marine have worked on 10 interconnectors, including IFA and IFA 2000, the
cross-Channel interconnectors operated by RTE and National Grid.
Red Penguin has been supporting GIG as technical advisors on LS Eco Advanced Cables and interconnector
opportunities, working closely with RTE International, the Owners’ Engineer for ASC.
GIG recognises Red Penguin’s highly attractive characteristics:
• Market leader in support for the submarine cable sector
• Poised to take advantage of the HVDC cable shortage through its ‘Construction Phase Support’ services
• Increased business opportunity via increasing global interest in interconnector development
• Critical in the construction of interconnector projects, both locally and globally, contributing to enhancing energy
supply security against a backdrop of geopolitical uncertainty and increased network imbalances
GIG has therefore made an approach to acquire the company from Chris Sturgeon, founder and CEO of Red Penguin,
with the view that the acquisition of the company would enhance GIG’s technical and operational expertise on
interconnectors.
6
GLOBAL INTERCONNECTION GROUP LIMITED
CHAIRMAN'S STATEMENT
For the year ended 31 December 2023
Amelia Henning joining as CEO
Overall strategic progress
Edmund Truell
Chairman
Date: 28 May 2024
We welcome Amelia Henning as the incoming CEO for Global Interconnection Group. 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.
These exciting developments vindicate the strategic thesis advanced at the time of the listing on the Euronext
Amsterdam in July last year.
The LS Eco Advanced Cables JV aims to become a leader in HVDC cable manufacturing and a critical facilitator of the
Energy Transition and greater energy security. The severe shortage of HVDC cable represents a hurdle to the energy
transition and energy security developments and therefore offers LS Eco Advanced Cables the potential to capture
market growth in the HVDC cables segment.
Leveraging the world-class expertise of LS Cables, GIG’s own interconnector projects, and the inexorable demand for
HVDC cable, LS Eco Advanced Cables expects to generate significant long-term revenues on highly attractive margins,
driven by the efficiencies inherent to the Factory’s scale and modernity.
We are pleased also to offer first refusal to our current shareholders to invest into a limited number of bonds and shares
that are now being placed. The proceeds will be used to support the next phase of development of the Factory; of
Atlantic SuperConnection (“ASC”); the potential acquisition of Red Penguin; and towards the expansion of GIG’s
portfolio of interconnectors.
I am indebted to the board, management, advisers and shareholders for their unstinting support. The strengthening of
the management and board, by virtue of the recruitment of Amelia Henning as CEO and the mooted acquisition of Red
Penguin, will add considerably to GIG Services as well as the wider group. As one can see from the publication of last
year’s accounts, they have been steadfastly developing the GIG group, in some cases for a decade or so. Whilst GIG has
come a long way, it is with great pleasure that we can all now embark on the next phase of definitive strategic progress.
We have far to go.
7
GLOBAL INTERCONNECTION GROUP LIMITED
DIRECTORS
For the year ended 31 December 2023
Roger Le Tissier, aged 59 (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
Luke Webster is a non-executive director of the Company. He is the CIO of the Greater London Authority, responsible for
group treasury, housing infrastructure and environmental investment. His major infrastructure project experience
includes leading the multi-£billion financing of the Elizabeth Line and the Northern Line Extension. Between 2013 and
2015, he was Chief Finance and Risk Officer at the London Pensions Fund Authority where he was the co-architect of
consolidating LGP’s into SuperPools of £260 billion. In 2015, Luke co-founded GLIL which now manages £12 billion of
infrastructure investments.
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 29% 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 is co-founded GLIL, the pooled vehicle for infrastructure investment.
Roger Le Tissier is a non-executive director of the Company. He holds several non-executive director positions with
leading asset managers, private equity general partners, insurance, 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. He also serves as a non-executive director of Pension SuperFund and Long Term Assets Limited.
As at the date of this Annual Report 2023, 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.
8
GLOBAL INTERCONNECTION GROUP LIMITED
DIRECTORS STRATEGIC REPORT
For the year ended 31 December 2023
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.
The Company had an initial offering of up to 12,500,000 Ordinary Shares and up to 6,250,000 Warrants. The Company
offered the Ordinary Shares and Warrants in the form of Units, each consisted of one Ordinary Share and ½ of a
redeemable Warrant. During the year, the Company completed a warrant exercise program raising £1.95m and
resulting in the issue of 1,339,932 Ordinary Shares and £1,390,700 ASC Energy Limited 2056 bonds.
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.
9
GLOBAL INTERCONNECTION GROUP LIMITED
DIRECTORS STRATEGIC REPORT
For the year ended 31 December 2023
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.
GIG'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, GIG 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. Even with an active
trading market, the market price for the Ordinary Shares and Warrants may fall below the Offer Price.
10
GLOBAL INTERCONNECTION GROUP LIMITED
DIRECTORS STRATEGIC REPORT
For the year ended 31 December 2023
Operational Risk (continued)
Viability Statement
- The principal risks documented in the Directors’ Strategic Report as set out above;
- Advances made in capital raising to further the objectives of the Company; and
- Continuing strategic progress with the Company’s key partners.
Subsequent Events
Dividend Policy
Payment of any dividend in cash will in principle be made in pound sterling. Any dividends that are paid to Ordinary
Shareholders through Euroclear Nederland will be automatically credited to the relevant Ordinary Shareholders’
accounts without the need for the Ordinary Shareholders to present documentation proving their ownership of the
Ordinary Shares. Payment of dividends on the Ordinary Shares not held through Euroclear Nederland will be made
directly to the relevant Ordinary Shareholder using the information contained in the Company’s shareholders’ register
and records. Dividends become payable with effect from the date established by the Board.
Subject to compliance with the solvency test prescribed by the Companies Law, the Company may declare and pay a
dividend on its shares. Any agreements that the Company may enter into in connection with the financing of the
Company’s construction of the factory or cable may restrict or prohibit payment of dividends by the Company. To the
extent that such restrictions come to apply in the future, the Company will make the disclosures relating thereto in
accordance with applicable law.
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.
The Board has considered the Company's solvency and liquidity risk and disclosure of this is made in the viability
statement below.
The Directors have assessed the viability of the Company over the period ending 28 May 2025, being one year from the
date of approval of these financial statements.
The Directors have identified the following factors as potential contributors to ongoing viability:
Based on the foregoing, the Directors have a reasonable expectation that the Company will be able to continue in
operation and meet its obligations as and when they fall due over the period to 28 May 2025.
Details of events that have occurred after the date of the Statement of Financial Position are provided in Note 25 to the
Financial Statements.
The Company has not declared a dividend for the current year. Going forward, it is anticipated a normalised dividend
payout will be established.
Other risks faced by the Company are described in detail within the Company’s Prospectus and can be obtained at
www.globalinterconnectiongroup.com.
11
GLOBAL INTERCONNECTION GROUP LIMITED
DIRECTORS STRATEGIC REPORT
For the year ended 31 December 2023
Dividend Policy (continued)
Dividend
Business Review
Capital
Director Interests
Director Position
Ordinary
Shares
% of Ordinary
Shares
Roger Le Tissier
Independent non-executive
Director
55,237 0.30%
Jennie Younger
Independent non-executive
Director
13,789 0.07%
Luke Webster
Independent non-executive
Director
5,315 0.03%
Richard Pinnock
Independent non-executive
Director
4,719 0.03%
Treasury Shares and Warrants
Independent Auditor
By order of the Board of Directors:
Edmund Truell Roger Le Tissier
Director Director
Date: 28 May 2024 Date: 28 May 2024
As at the date of this Annual Report 2023, the interests in the share capital of the Company of the Directors are:
As at 31 December 2023, there were 762,587 Ordinary Shares held in treasury. The Ordinary Shares held in treasury
shall not be voted at any general meeting of the Company, no dividend may be declared or paid, and no other
distribution of the Company’s assets may be made in respect of such ordinary shares.
BDO LLP were appointed as auditors during 2021. A resolution to confirm the appointment of the auditors to the
Company will be proposed at the Annual General Meeting of the Company. BDO LLP has indicated their willingness to
continue as auditors.
Any dividend or distribution which has remained unclaimed for ten years from the date when it became due for
payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company.
No dividends were declared or paid during the year.
A review of the Company's business during the period and an indication of likely future developments are contained in
the Chairman's Statement.
Details of the Company's capital are provided in Note 14 to the Financial Statements. All shares carry equal voting
rights.
Edmund Truell does not hold a direct or indirect shareholding in the Company but does have an indirect financial
interest in the Company via family investment vehicles where he is entitled to request a lifetime loan be provided.
These family vehicles have an indirect interest in 16.3% of the share capital of the Company.
12
GLOBAL INTERCONNECTION GROUP LIMITED
DIRECTORS REMUNERATION REPORT
For the year ended 31 December 2023
Executive Director
Non-Executive Directors
Options, Awards and Employee Share Option Schemes
The directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for
any director who has held but no longer holds any executive office or employment with the Company or with anybody
corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such
subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or who was
dependent on him, and may (as well before as after he eases to hold such office or employment) contribute to any fund
and pay premiums for the purchase or provision of any such benefit.
None of the Directors have a service contract with the Company. Each of the Directors has entered into a letter of
appointment with the Company, subject to election at the first Annual General Meeting, or as determined in line with
the Company’s Articles, and re-election at subsequent Annual General Meetings in accordance with the Company’s
Articles and all due regulations and provisions. The Directors do not have any interests in contractual arrangements with
the Company or its investment during the period under review, or subsequently. Each appointment can be terminated
in accordance with the Company’s Articles. No notice period is stated in the Articles and is terminable at will of both
parties.
The Company’s Articles indemnify each Director, alternate Director, Secretary of the Company and their respective heirs
and executors, out of assets and profits of the Company from and against all actions, expenses and liabilities which they
or their respective heirs or executors may incur by reason of any contract entered into or any act in or about the
execution of their respective offices or trusts. In so far as the law allows and provided that such indemnity is not
available in circumstances of fraud, wilful misconduct or negligence.
The Board endeavours to ensure the Remuneration Policy reflects and supports the Company’s strategic aims and
objectives throughout the period under review. It has been agreed that, due to the small size and structure of the
Company, a separate Remuneration Committee would be inefficient; therefore, the Board is responsible for discussions
regarding remuneration. No external remuneration consultants were appointed during the period under review.
The Executive Director is entitled to receive remuneration of £400,000 per annum with effect from 4 April 2023.
The Non-Executive Directors are entitled to receive remuneration of £75,000 per annum commencing from their
appointment dates, or, from 4 April 2023 if later.
The Company has not issued any options (other than disclosed in note 23 which are not remuneration related), warrants
or convertible securities (other than the Warrants, Sponsor Warrants, Sponsor Shares) to subscribe for Ordinary Shares,
nor any other equity securities convertible into Ordinary Shares. There is no employee share option scheme or share
purchase scheme in place.
As outlined in the Articles of Association, the directors may be paid all travelling, hotel and other expenses properly
incurred by them in connection with their attendance at meetings of directors or committees of directors or general
meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in
connection with the discharge of their duties.
All directors are entitled to receive reimbursement of expenses reasonably and properly incurred on behalf of the
Company or in the furtherance of their duties.
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GLOBAL INTERCONNECTION GROUP LIMITED
CORPORATE GOVERNANCE REPORT
For the year ended 31 December 2023
Dutch Corporate Governance Code (“DCGC”)
The Board ensures that the Company’s contracts of engagement with third parties including, but not limited to, the
Administrator and other service providers are operating satisfactorily to ensure the safe and accurate management and
administration of the Company’s affairs and business and that they are competitive and reasonable.
- decision to enter into such a transaction in which there is a conflict of interest with a director that is of material
significance to the company and/or to such director shall require the approval of the board of directors, and such
transactions should be disclosed in the Company’s annual board report and to the next general meeting of
shareholders.
A copy of the DCGC can be found on https://www.mccg.nl
Board Responsibilities
Pursuant to the Articles the Directors are granted broad authority to manage the Company’s business and may exercise
all powers in such respect. The executive director manages the Company’s day-to-day business and operations and
implements its strategy. The non-executive directors focus on policy and supervising the performance of the duties of all
Directors and the general state of affairs of the Company.
- the board of directors should then decide, absent the director concerned, whether there is a material conflict of
interest;
- transactions in which there is a conflict of interest with a director should be agreed on arms’ length terms; and
As an unregulated Guernsey incorporated company, the Company is not required to comply with the GFSC Finance
Sector Code of Corporate Governance.
Nevertheless, the Directors place great importance on ensuring that high standards of corporate governance are
maintained and, notwithstanding there being no statutory corporate governance code applicable to the Company, the
Company has implemented a corporate governance framework consisting of (i) a Board of which consists of two
directors who are independent within the meaning of best practice provision 2.1.8 of the Dutch Corporate Governance
Code (the “DCGC”), (ii) an Audit Committee and (iii) corporate governance policies, including a Code of Ethics, Insider
Trading Policy and Corporate Governance Guidelines, each of which can be viewed on the Company’s website
(www.globalinterconnectiongroup.com).
The Company is currently preparing for the significant development of its business and is operating a simple governance
structure commensurate with the complexity of its operations. As the business develops and expands the Company will
review and further tailor its governance framework accordingly.
The Company voluntarily will apply certain principles from the DCGC. The DCGC contains both principles and best
practice provisions for Boards of Directors, shareholders and general meetings, auditors, disclosure, compliance and
enforcement standards.
The DCGC provides the following best practice recommendations in relation to conflicts of interests which the Company
intends to abide by:
- a director should report any potential conflict of interest in a transaction that is of material significance to the
company and/or to such director to the other directors without delay, providing all relevant information in relation to
the conflict;
14
GLOBAL INTERCONNECTION GROUP LIMITED
CORPORATE GOVERNANCE REPORT
For the year ended 31 December 2023
Board Committees
The Board has established an Audit Committee composed of three Non-Executive Directors of the Board, two of which
are independent. The Committee, its membership and its terms of reference are kept under regular review by the
Board.
The Audit Committee will meet at least twice a year and is responsible for ensuring that the financial performance of
the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results
announcements, internal control systems and procedures and accounting policies.
The Board believes that its balance of skills, experience and knowledge, provides for a sound base from which the
interest of investors will be served to a high standard.
The Company held an annual general meeting on 20 November 2023. It is required to hold the next annual general
meeting within 15 months. Any meetings other than annual general meetings are general meetings. The Directors may
appoint any person to be a director, either to fill a vacancy or as an additional director so long as such appointment
does not cause the number of directors to exceed the maximum number of directors set by the Company. The Directors
may take actions by unanimous written resolution or by a majority vote at a Board meeting.
Division of Responsibilities
Pursuant to the Articles the Directors are granted broad authority to manage the Company’s business and may exercise
all powers in such respect. The executive director manages the Company’s day-to-day business and operations and
implements its strategy. The non-executive directors focus on policy and supervising the performance of the duties of all
Directors and the general state of affairs of the Company. Each Director has a statutory duty to act in the corporate
interest of the Company and its business.
The CEO
Edmund Truell was appointed to the position of CEO of the Board on 6 July 2023 following completion of the business
combination. On 24 May 2024 Amelia Henning's appointment to CEO was approved by the board, succeeding Edmund
Truell. Amelia is responsible for leading the Board in all areas, including determination of strategy, organising the
Board’s business and ensuring the effectiveness of the Board and individual Directors. She also endeavours to produce
an open culture of debate within the Board.
Role of the non-executive Directors
The non executive Directors are charged primarily with the supervision of the performance of the duties of the Board.
Each Director is charged with all tasks and duties of the Board that are not delegated to one or more other specific
directors by virtue of Guernsey law, the Articles or any arrangement catered for therein (e.g., the internal rules of the
Board), if applicable. In performing their duties, the Directors shall be guided by the interests of the Company and of the
business connected with it.
Through the Audit Committee, they can ascertain the integrity of financial information and confirm that all financial
controls and risk management systems are robust. In addition, a non-executive Director may provide a written
statement outlining any concerns to the Chairman upon resignation.
Board Composition
The Corporate Governance Guidelines advise that the Board should be comprised of two directors who are independent
within the meaning of best practice provision 2.1.8 of the DCGC. The Board consists of one Executive Director, two
Independent Non-Executive Directors and two Non-Executive Directors.
15
GLOBAL INTERCONNECTION GROUP LIMITED
CORPORATE GOVERNANCE REPORT
For the year ended 31 December 2023
Director Board Committee
Edmund Truell 14 -
Roger Le Tissier 15 -
Jennie Younger 1 -
Luke Webster 4 -
Richard Pinnock 4 -
Wolfe Becke 8 1
Total Meetings for Period 17 1
Prior to the Chairman’s appointment, discussions were undertaken to ensure the Chairman was sufficiently aware of
the time needed for his role and agreed to upon signature of his appointment letter. Other significant commitments of
the Chairman were disclosed prior to appointment to the Board, and any changes declared as and when they arise.
Following the completion of the business combination the roles of Chairman and CEO were both performed by Edmund
Truell. As detailed in the Chairman's statement, Amelia Henning's appointment as CEO has been approved.
Non-executive Directors’ Commitments
The terms and conditions of appointment for non-executive Directors are outlined in their letters of appointment and
are available for inspection by any person at the Company’s registered office during normal business hours and at the
AGM for fifteen minutes prior to and during the meeting. As with the Chairman, significant appointments are declared
prior to appointment, any changes reported as and when appropriate.
Development
The Board considers that the Company’s Directors should develop their skills and knowledge through participation at
relevant courses. The Chairman is responsible for reviewing and discussing the training and development of each
Director according to identified needs. Upon appointment, all Directors participate in discussions with the Chairman and
other Directors to understand the responsibilities of the Directors, in addition to the Company’s business and
procedures.
Information provided to the Board
Reports and papers, containing relevant, concise and clear information, are provided to the Board in a timely manner to
enable review and consideration prior to both scheduled and ad-hoc specific meetings. This ensures that Directors can
contribute to, and validating, the development of Company strategy and management. When required, the Board has
sought further clarification of matters with the relevant service providers, both in terms of further reports and via in-
depth discussions, in order to make well informed decisions for the Company.
Company Secretary
Under the direction of the Chairman, the Company Secretary facilitates the flow of information between the Board and
other service providers. Full access to the advice and services of the Company Secretary is available to the Board and
the Chairman.
Appointment Process
There is currently no Nominations Committee for the Company as it is deemed that the size, composition and structure
of the Company would mean the process would be inefficient and counterproductive.
Chairman’s Commitment
Board Meeting Attendance
The Board met 18 times during the year, which was for the purpose of 17 Board meetings and 1 Committee meeting.
Individual attendance at the meetings is set out below.
16
GLOBAL INTERCONNECTION GROUP LIMITED
CORPORATE GOVERNANCE REPORT
For the year ended 31 December 2023
An explanation of the Directors’ roles and responsibilities in preparing the Annual Report and Accounts for the period
ending 31 December 2023 is provided in the statement of Directors’ Responsibilities.
Further information enabling shareholders to assess the Company’s performance, business model and strategy can be
sourced in the Chairman’s Statement and the Directors’ Strategic Report.
Going Concern
The Financial Statements have been prepared on the going concern basis. The Directors are of the opinion that the
Company has adequate resources to continue its operational activities for the foreseeable future as further explained in
note 3.2 to the Financial Statements. The Board is therefore of the opinion that the going concern basis should be
adopted in the preparation of the Financial Statements.
Risk Management, Risk Control and Control Statement
The Board is required to annually review the effectiveness of the Company’s key internal controls such as financial,
operational and compliance controls and risk management. The first review of controls and risk management will occur
during 2024.
The controls are designed to ensure that the risk of failure to achieve business objectives is managed rather than
eliminated, and are intended to provide reasonable, rather than absolute, assurance against material misstatement or
loss.
Through regular meetings and meetings of the Audit Committee, the Board will seek to maintain full and effective
control over all strategic, financial, regulatory and operational issues. The Board maintains an organisational and
committee structure with clearly defined lines of responsibility and delegation of authorities.
Given the Company’s size and the structure of the Board, no external facilitator or independent third party will be used
in the performance evaluation.
New Directors would receive an induction. All Directors receive other relevant training as necessary.
Accountability
The Directors’ Responsibility Statement confirms that the Financial Statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or
loss of the Company as a whole, whilst the Chairman’s Statement includes a fair view of the development and
performance of the business and the position of the Company.
Financial and Business Information
In due course the Chairman will meet with each Director to fully understand their views of the Company’s strengths and
to identify potential weaknesses. If appropriate, new members would be proposed to resolve the perceived issues, or a
resignation sought. Due to the size and structure of the Board the evaluation of the Chairman of the Board and Audit
Committee is dealt with within the Board and Audit evaluations.
Board and Director Evaluation
Subsequent to the Business Combination a number of changes to the board were undertaken. As the incoming
directors have been in position for less than a full year no performance evaluation has been undertaken during the
period. Similarly, the composition of the Audit Committee has been entirely changed and therefore no performance
evaluation undertaken.
17
GLOBAL INTERCONNECTION GROUP LIMITED
CORPORATE GOVERNANCE REPORT
For the year ended 31 December 2023
- to review and approve statements to be included in the annual report concerning the assessment or principal and
emerging risks and internal controls and risk management; and
- to review reports received from the Company's management on the effectiveness of the internal control and risk
management systems established and the conclusions of any testing carried out by the internal or external auditor;
In summary, the Board considers that the Company’s existing internal controls, coupled with the analysis of risks
inherent in the business models of the Company and its subsidiaries, continue to provide appropriate tools for the
Company to monitor, evaluate and mitigate its risks.
In accordance with best practice 1.4.3 of the DCGC the Board is of the opinion that, to the best of its knowledge:
- the report provides sufficient insights into any deficiencies in the effectiveness of the internal risk and control
systems; no deficiencies in the effectiveness of the internal risk and control systems have been identified;
- the internal risk management and control systems of the Company provide reasonable assurance that the financial
reporting as included in the Financial Statements do not contain any material inaccuracies;
- there is a reasonable expectation that the Company will be able to continue its operations and meet its liabilities as
set out in the Prospectus, therefore, it is appropriate to adopt the going concern basis in preparing the financial
The Company has delegated the provision of certain services to external service providers whose work is overseen by
the Board. Each year a short questionnaire will be circulated to all external service providers requesting thorough
details in regards to controls, personnel and information technology, amongst others. This is in order to provide
additional detail when reviewing the performance pursuant to their terms of engagement. This has been deferred to
2024.
- to consider the level of assurance the Audit Committee receives on risk management and internal control systems,
including internal financial controls, and whether this is enough to help the Board in satisfying itself that they are
operating effectively.
Due to the size and nature of the Company, the Company does not have an internal audit function. In terms of
Compliance and Fraud related controls, the Audit Committee undertakes the following functions:
- to review the adequacy and security of the Company's arrangements for its employees, contractors and external
parties to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Audit
Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters
and appropriate follow up action;
- to review the Company's procedures and systems and controls for:
o detecting fraud;
o preventing bribery;
o identifying money laundering; and
o ensuring compliance with relevant legal and regulatory requirements.
- to review reports (i) on compliance with anti-bribery procedures, (ii) from the money laundering reporting officer and
(iii) from the Compliance Officer.
The Audit Committee is responsible:
- to review the Company's internal financial controls (including the systems to identify, manage and monitor financial
risks);
Risk Management, Risk Control and Control Statement (continued)
18
GLOBAL INTERCONNECTION GROUP LIMITED
CORPORATE GOVERNANCE REPORT
For the year ended 31 December 2023
More than 90 jurisdictions, including 33 member countries of the Organisation for Economic Co-operation and
Development ("OECD") and the G20 members, have committed to implement the CRS Building on the model created by
FATCA, the CRS creates a global standard for the annual automatic exchange of financial account information between
the relevant tax authorities.
The governments of the United States and Guernsey have entered into an intergovernmental agreement related to
implementing FATCA which is implemented through Guernsey’s domestic legislation, in accordance with the regulations
and guidance (such guidance is subject to change). FATCA imposes certain information reporting requirements on a
foreign financial institution or other non-US entity and, in certain cases, US federal withholding tax on certain US source
payments and gross proceeds from a sale of assets generating US source payments. The Company is likely to be
considered an Active Non-Financial Foreign Entity.
The Directors place importance on communications with Company Shareholders. The Company plans to meet with
shareholders periodically to discuss events and activities of the Company. The Company’s financial statements, when
published, will be widely distributed to the parties who have an interest in the Company’s performance and will be
available on the Company’s website. The Directors will make themselves available for discussions with shareholders as
and when required.
The Company believes that it does not qualify as an investment undertaking known as “AIF” under the European
Alternative Investment Fund Managers Directive (2011/61/EU). This is because until Business Combination, the
Company will not invest the proceeds of the Offering, and after Business Combination, it will be a holding company of
business operations.
Foreign Account Tax Compliance Act (“FATCA”) and The OECD Common Reporting Standards (“CRS”)
FATCA became effective on 1 January 2013 and has been implemented internationally. The legislation is aimed at
determining the ownership of US assets in foreign accounts and improving US Tax compliance with respect to those
assets.
The Board has reviewed the need for an internal audit function and has decided that the systems and procedures
employed by the Administrator, including their own internal controls and procedures, provide sufficient assurance that
a sound system of risk management and internal control, which safeguards shareholders’ investment and the
Company’s assets, is maintained. An internal audit function specific to the Company is therefore considered
unnecessary.
Relations with Shareholders
Risk Management, Risk Control and Control Statement (continued)
Alternative Investment Fund Management Directive (“AIFMD”)
The AIFMD, which was introduced as from 22 July 2014, aims to harmonise the regulation of Alternative Investment
Fund Managers (“AIFMs”) and imposes obligations on managers who manage or distribute Alternative Investment
Funds (“AIFs”) in the EU or who market shares in such funds to EU investors.
Audit Committee Responsibilities
The Audit Committee is intended to assist the Board in discharging its responsibilities for the integrity of the Company’s
Financial Statements, as well as aid the assessment of the Company’s internal control effectiveness and objectivity of
external auditors. Further information on the Committee’s responsibilities is given in the Report of the Audit
Committee.
19
GLOBAL INTERCONNECTION GROUP LIMITED
CORPORATE GOVERNANCE REPORT
For the year ended 31 December 2023
Edmund Truell
Date: 28 May 2024
Chairman
Guernsey has also implemented the CRS regime. Under the CRS and legislation enacted in Guernsey to implement the
CRS, certain disclosure requirements are imposed in respect of certain investors who are or are entities that are
controlled by one or more natural persons who are, residents of any of the jurisdictions that have also adopted the CRS,
unless a relevant exemption applies. Where applicable, information to be disclosed will include certain information
about investors, their ultimate beneficial owners and/or controllers, and their investment in and returns from the
Company. The Board in conjunction with the Company's service providers and advisers have ensured the Company's
compliance with FATCA and CRS’s requirements to the extent relevant to the Company.
By order of the Board
Foreign Account Tax Compliance Act (“FATCA”) and The OECD Common Reporting Standards (“CRS”) (continued)
20
GLOBAL INTERCONNECTION GROUP LIMITED
REPORT OF THE AUDIT COMMITTEE
For the year ended 31 December 2023
Role and Responsibilities
-
-
-
-
-
-
-
-
-
The Board has appointed from among its Non-Executive Directors an Audit Committee. The Audit Committee consists of
Richard Pinnock, Luke Webster and Jennie Younger. The Board has considered the composition of the Committee and is
satisfied that there are sufficient recent relevant skills and experience. The Board is also satisfied that the Committee as
a whole has competence relevant to the sector in which the Company operates.
Meetings shall normally be held at such times as the Audit Committee deems appropriate, and in any event shall be
held not less than twice a year at appropriate intervals in the Company's financial reporting and audit cycle and as
otherwise required. Outside of the formal meeting programme, the Chair, and to the extent necessary other Audit
Committee members, will maintain a dialogue with key individuals involved in the Company's governance, including the
chair of the Board, the chief executive officer, the chief financial officer and the external audit lead partner.
The Audit Committee shall have oversight in relation to the following matters for the Company and, unless otherwise
required or restricted by law or regulation, shall carry out the duties below for the Company, as appropriate.
The primary role and responsibilities of the Audit Committee are outlined in the Committee’s Terms of Reference,
available at the registered office, including:
to review and approve statements to be included in the annual report concerning the going concern statement and
the viability statement and to review the contents of the annual report and accounts and advise the Board whether,
taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to
assess the Company's position and performance, business model and strategy;
to review the Company's internal financial controls (including the systems to identify, manage and monitor financial
risks);
to consider annually whether there is a need for an internal audit function;
to assess annually, and report to the Board on, the qualification, independence, objectivity, expertise and resources
of the external auditor and the outcome and effectiveness of the audit process considering relevant law, regulation,
professional requirements and the group's relationship with the external auditor;
to monitor the level of fees paid by the Company to the external auditor compared to the overall fee income of the
firm, approve the choice of, and ensure the rotation of the lead audit partner and audit review partner as required by
law and regulation;
making recommendations to the Board in relation to the appointment, re-appointment and removal of the external
auditors which in turn can be placed to the shareholders for their approval at the Annual General Meeting;
development and implementation of the Company’s policy on the provision of non-audit services by the external
auditors, as appropriate;
review, assess and approve any related party transaction involving the Company; and
at least once a year, to review its own performance constitution and terms of reference to ensure it is operating
effectively and recommend any changes it considers necessary to the Board for approval.
21
GLOBAL INTERCONNECTION GROUP LIMITED
REPORT OF THE AUDIT COMMITTEE
For the year ended 31 December 2023
Financial Reporting
-
-
-
-
-
-
-
-
-
Annual General Meeting
Internal Audit
External Auditor
whether the Company has adopted appropriate accounting policies and where necessary, has made appropriate
estimates and judgements, considering the views of the external auditor on the financial statements;
The Audit Committee shall:
accounting policies and any changes to them;
the methods used to account for significant or unusual transactions where the accounting treatment is open to
different approaches;
monitor the integrity of the financial statements of the Company, including its annual and half-yearly reports,
preliminary announcements and any other formal statements relating to financial performance and to review, and
report to the Board on, the significant financial reporting issues and judgments which they contain, having regard to
matters communicated by the auditor and to review and challenge where necessary;
the clarity and completeness of disclosures in the Company's financial statements and whether such disclosures are
properly set in context;
all material information presented with financial statements, including the strategic report and corporate governance
statements relating to the audit and to risk management;
report its views to the Board if it is not satisfied with any aspect of the proposed financial reporting by the Company;
review any other announcement or statement which contains financial information, and which requires approval by
the Board, prior to such announcement or statement being circulated to the Board, where to do so is practicable and
consistent with any reporting obligation under any law or regulation; and
the Chair, or as a minimum, another member of the Audit Committee, shall attend the Board meeting at which the
accounts are approved.
The Chair of the Audit Committee shall be available at the AGM to answer questions on the Audit Committee's activities
and its responsibilities. In addition, the Chair of the Audit Committee should seek engagement with shareholders on
significant matters related to the Audit Committee’s area of responsibility.
The Audit Committee is accountable to consider annually whether there is a need for an internal audit function,
considering whether there are any trends or current factors relevant to the Company's activities, markets or other
aspects of its external environment that have increased, or are expected to increase, the risks faced by the Company.
The Company’s auditors, BDO LLP, have been appointed as auditor of the Company. The Committee would review the
auditor’s performance on a regular basis with a detailed formal review conducted on an annual basis to ensure the
Company receives an optimal service. The re-appointment of the Company’s auditor will be subject to annual
shareholder approval at the AGM.
BDO LLP will regularly update the Committee on the rotation of audit partners, staff, level of fees in proportion to
overall fee income of the Company, details of any relationships between the auditor, the Company and any target
company, and provides overall confirmation from the auditors of their independence and objectivity.
22
GLOBAL INTERCONNECTION GROUP LIMITED
REPORT OF THE AUDIT COMMITTEE
For the year ended 31 December 2023
Conclusions in respect of the Financial Statements
-
-
-
Report of the Audit Committee
Richard Pinnock
On behalf of the Audit Committee
Date: 28 May 2024
the detailed reviews undertaken at various stages of the production process by the Administrator and the Committee
that are intended to ensure consistency and overall balance; and
the controls enforced by the Administrator and other third-party service providers to ensure complete and accurate
financial records and security of the Company’s assets.
As a result of the work performed during the period, the Audit Committee has concluded it has acted in accordance
with its terms of reference and ensured the independence and objectivity of the external auditor. The Annual Report for
the period ended 31 December 2023, taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s position and performance, business model and
strategy, and has reported on these findings to the Board.
The production and the audit of the Company’s Annual Report and Financial Statements is a comprehensive process
requiring input from several different contributors. In order to reach a conclusion on whether the Company’s Financial
Statements are fair, balanced and understandable, the Board has requested that the Committee advise on whether it
considers that the Annual Report and Financial Statements fulfils these requirements. In outlining their advice, the
Committee has considered the following:
the comprehensive documentation that is in place outlining the controls in place to produce the Annual Report,
including the verification processes in place to confirm the factual content;
23
GLOBAL INTERCONNECTION GROUP LIMITED
STATEMENT OF DIRECTORS RESPONSIBILITIES
For the year ended 31 December 2023
-
-
-
-
Responsibility Statement
-
-
-
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;
the Chairman’s Statement, Directors’ Strategic Report and Corporate Governance Statement 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; and
the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Company’s position and performance, business model and
strategy.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on
the Company’s website. Legislation in Guernsey governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
We confirm that to the best of our knowledge:
The Directors are responsible for preparing the Company’s Annual Report and financial statements. The Directors are
responsible for preparing the Annual Report in accordance with applicable law and regulations. The Directors are
required by law to prepare the Annual Report for each financial year. The Directors have prepared the Annual Report 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 relevant provisions of the Dutch Civil Code and The Companies (Guernsey)
Law, 2008. The Directors must not approve the Financial Statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Company and of the financial performance and cash flows of the Company for that
period. In preparing these Financial Statements, the Directors are required to:
select suitable accounting policies and apply them consistently;
make judgements that are reasonable and prudent;
state whether applicable IFRS which comprise standards and interpretations approved by the International
Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee (“IFRIC”), the
relevant provisions of the Dutch Civil Code and The Companies (Guernsey) Law, 2008 have been followed, subject to
any material departures disclosed; and
prepare the Annual Report on a going concern basis, unless it is inappropriate to presume that the Company will
continue in business.
The Directors confirm that they have complied with the above requirements in preparing the Financial Statements. The
Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them
to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
24
GLOBAL INTERCONNECTION GROUP LIMITED
STATEMENT OF DIRECTORS RESPONSIBILITIES
For the year ended 31 December 2023
Responsibility Statement (continued)
-
-
For Global Interconnection Group Limited
Edmund Truell
Chairman
Date: 28 May 2024
all Directors have taken the necessary steps that they ought to have taken to make themselves aware of any relevant
audit information and to establish that the auditors are aware of said information.
In accordance with section 249 of the Companies (Guernsey) Law, 2008, each of the Directors confirms that, to the best
of their knowledge:
there is no relevant audit information of which the Company’s auditors are unaware; and
25
GLOBAL INTERCONNECTION GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
For the year ended 31 December 2023
• the Parent Company financial statements have been properly prepared in accordance with IFRS and as applied in in
accordance with the requirements of the Companies (Guernsey) Law, 2008.; and
We have audited the financial statements of Global Interconnection Group Limited (the ‘Parent Company’) and its
subsidiaries (the ‘Group’) for the year ended 31 December 2023 which comprise the consolidated statement of
financial position, the consolidated statement of comprehensive income, the consolidated statement of cashflows, the
consolidated statement of changes in equity, and notes to the financial statements, the parent company statement of
financial position and accompanying notes including a summary of accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and in accordance with
International Financial Reporting Standards ("IFRS") which comprise standards and interpretations approved by the
International Accounting Standards Board ("IASB").
Basis for opinion
Material uncertainty related to going concern
We draw attention to note 3.2.1 Going concern of the financial statements which indicates that the Group and Parent
Company will need to raise further development capital from external sources to complete planned projects and for
the Group to be able to continue in operation through the going concern period of at least 12 months from the date of
approval of these financial statements.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
Following the recommendation of the audit committee, we were appointed by the Board of Directors in May 2021 to
audit the financial statements for the period ended 31 December 2021 and subsequent financial periods. The period of
total uninterrupted engagement including retenders and reappointments is 3 years, covering the years ended 31
December 2021 to 31 December 2023. We remain independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard were not provided to the company.
Independent auditor’s report to the members of Global Interconnection Group Limited
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s affairs as at 31 December 2023 and of
the Group’s loss for the year then ended;
• the Group financial statements have been properly prepared in accordance with International Financial Reporting
Standards ("IFRS"); and
• have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
26
GLOBAL INTERCONNECTION GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
For the year ended 31 December 2023
2023 2022
b b
b
Because of the significance of this matter, we consider going concern to be a key audit matter. In auditing the financial
statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of
the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the company’s ability to continue to adopt the going concern basis of
accounting and our response to the key audit matter included:
• We reviewed the entity’s cash flows to assess the ability to finance operational expenses up to May 2025.
• We reviewed the disclosures made in the financial statements regarding going concern against the requirements of
the accounting standards, and have critically appraised in the context of the business and through comparison with the
disclosures made at similar companies.
• We held discussions with management to understand active discussions that are ongoing and reviewed the public
announcements regarding the planned projects.
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s
system of internal control, and assessing the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including assessing whether there was evidence of bias
by the Directors that may have represented a risk of material misstatement.
Key audit matters
Group financial statements as a whole.
£756k (2022: £1,294k) based on 4% (2022: 1% of Total Assets) of Loss
before Tax.
Accounting Treatment and
Disclosures of the Capital
Reorganisation
Going Concern
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Overview
Materiality
Key audit matters
Material uncertainty related to going concern (continued)
As stated in note 3.2.1, these conditions indicate the existence of a material uncertainty, which may cast significant
doubt about the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this
matter.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. As described in the
material uncertainty relating to going concern section above, we considered going concern to be a key audit matter.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. The other key audit matter has been
detailed below.
An overview of the scope of our audit
27
GLOBAL INTERCONNECTION GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
For the year ended 31 December 2023
How the scope of our audit addressed
the key audit matter
Key audit matter
An overview of the scope of our audit (continued)
Key audit matters (continued)
The transaction was accounted for in
line with the requirements of IFRS 2,
Share-based Payment as a capital
reorganisation, since Disruptive Capital
Acquisition Company Limited did not
meet the definition of a business in
accordance with IFRS 3, Business
Combinations.
The accounting for the Transaction is
complex and involves several key
judgements and estimates in the
determination of its appropriate
accounting treatment and
presentation and disclosure in the
consolidated financial statements
(including but not limited to the
identification of the accounting
acquirer, the determination that the
Transaction did not represent a
business combination, the
classification and valuation of the
Ordinary Shares and Green Loan Notes
utilised by Disruptive Capital
Acquisition Company Limited, and the
determination of the fair value of the
consideration transferred for the
acquisition).
In assessing Accounting Treatment and
Disclosures of the Capital
Reorganisation, we performed the
following procedures:
•We inspected signed agreements
associated with the Transaction to
understand its key terms;
•We assessed the appropriateness of
management’s identification of the
accounting acquirer and the
appropriateness for the accounting of
the Transaction;
•We tested the entries made for the
Transaction accounting with the
reference to the signed agreements,
supporting calculations and other
relevant supporting information;
•We engaged our internal valuation
experts to assess the appropriateness
of the valuation methodology applied
by Management to the Green Loan
Notes that were utilised by Disruptive
Capital Acquisition Company Limited.
•We assessed the appropriateness of
the classification of the Green Loan
Notes, including whether these should
be accounted for as equity or
liabilities;
Accounting Treatment and
Disclosures of the Capital
Reorganisation
The accounting policy for the capital
reorganisation is detailed in note 4.1 of
the consolidated
financial statements.
Note 14.1 & Note 20 provide detail on
the balances.
28
GLOBAL INTERCONNECTION GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
For the year ended 31 December 2023
Rationale for the benchmark
applied
Group financial statements
Loss before tax is a key measure in the current financial period as It
represents all the expenditure by the consolidated entity.
Materiality
756
1,293
Basis for determining materiality
4% of Loss before Tax
1% of Total assets
An overview of the scope of our audit (continued)
Key audit matters (continued)
2023
2022
£ 000’s
£ 000’s
Based on our professional judgement, we determined materiality for the financial statements as a whole and
performance materiality as follows:
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a
lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature
of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the
financial statements as a whole.
Our application of materiality
How the scope of our audit addressed
the key audit matter (continued)
Accounting Treatment and
Disclosures of the Capital
Reorganisation (continued)
For these reasons, we considered the
accounting treatment and disclosures
of the capital reorganisation to be a
key audit matter.
•We assessed the appropriateness of
the methodology applied by the
Management to the calculation of the
consideration transferred for the
group reorganisation and verified
significant assumptions used in the
calculation;
•We assessed the appropriateness of
the disclosures in Note 14.1 & 20 to
the consolidated financial statements.
Key audit matter (continued)
75% of Materiality
Our performance materiality was based on our risk assessment and our
expectation of misstatements in the current year.
970
567
Performance materiality
Basis for determining
Rationale for the percentage
applied for performance
materiality
29
GLOBAL INTERCONNECTION GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
For the year ended 31 December 2023
We agreed with the directors of the company that we would report to them all individual audit differences in excess of
£42k (2022: £26k). We also agreed to report differences below this threshold that, in our view, warranted reporting on
qualitative grounds
Other information
Reporting threshold
Our application of materiality (continued)
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to
cease operations, or have no realistic alternative but to do so.
• proper accounting records have not been kept by the Company; or
• the financial statements are not in agreement with the accounting records; or
• we have failed to obtain all the information and explanations which, to the best of our knowledge and belief, are
necessary for the purposes of our audit.
We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us
to report to you if, in our opinion:
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies (Guernsey) Law, 2008 reporting
The directors are responsible for the other information. The other information comprises the information included in
the annual report other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
Responsibilities of Directors
30
GLOBAL INTERCONNECTION GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
For the year ended 31 December 2023
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial
statements from our general commercial and sector experience, and through discussion with the Directors and other
management, including the policies and procedures regarding compliance with laws and regulations. We
communicated identified laws and regulations throughout our team and remained alert to any indications of non-
compliance throughout the audit.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
• Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and
regulations;
we considered the significant laws and regulations to be the Dutch Corporate Governance Code, the International
Financial Reporting Standards ("IFRS") and the Companies (Guernsey) Law, 2008.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material
effect on the amount or disclosures in the financial statements, for example through the imposition of fines or
litigations.
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance; and
Our procedures in respect of the above included:
• Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and
regulations;
• Review of correspondence with regulatory authorities for any instances of non-compliance with laws and
regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
31
GLOBAL INTERCONNECTION GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
For the year ended 31 December 2023
We assess whether the annual accounts have been prepared, in all material respects, in compliance with the
requirements laid down in the ESEF Regulation.
BDO LLP is a limited liability partnership registered in England and Wales (with the registered number OC305127)
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk
• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
o Detecting and responding to the risks of fraud; and
Fraud
Auditor’s responsibilities for the audit of the financial statements (continued)
This report is made solely to the Company’s members, as a body, in accordance with Section 262 of the Companies
(Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Thomas Reed
For and on behalf of BDO LLP
London, UK
Date: 28 May 2024
Our audit procedures were designed to respond to risks of material misstatement in the financial statements,
recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or
through collusion. There are inherent limitations in the audit procedures performed and the further removed non-
compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less
likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting
• Assessment of substantive testing performed for each Financial Statement Area for indicators of fraud; and
• Assessing significant estimates made by management for bias (refer to the key audit matters section for procedures
performed).
o Internal controls established to mitigate risks related to fraud.
• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud.
Based on our risk assessment, we considered the area most susceptible to fraud is journal entries (management
override of controls).
32
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period from 1 January 2023 to 31 December 2023 | |||
1 Jan 2023 | 1 Jan 2022 | ||
to | to | ||
31 Dec 2023 | 31 Dec 2022 | ||
Income | Note | GBP | GBP |
Bank interest earned | |||
Expenses | |||
Operating expenses | 5 | ||
Share-based payment expenses | 5 | ||
Unrealised loss on revaluation of warrants and redeemable shares | |||
Realised loss on revaluation of warrants and redeemable shares | |||
Unrealised loss on foreign exchange | |||
Realised loss on foreign exchange | |||
Interest expense on financial liabilities measured at amortised cost | |||
Net loss before taxation | ( | ( | |
Tax | 7 | ( | |
Loss for the year | ( | ( | |
Other comprehensive income | |||
Exchange difference on translation of foreign operations | ( | ||
Total comprehensive loss for the year | ( | ( | |
Basic and diluted earnings per share | 19 | ( | ( |
The above results are in respect of continuing operations of the Company. | |||
The notes on pages 37 - 59 form an integral part of these financial statements. | 33 |
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2023
31 Dec 2023 | 31 Dec 2022 | ||
Note | GBP | GBP | |
Assets | |||
Non-current assets | |||
Intangible Assets | 8 | ||
Property, plant and equipment | 9 | ||
Total Non-current assets | |||
Current assets | |||
Cash and cash equivalents | 10 | ||
Trade and other receivables | 11 | ||
Total Current assets | |||
TOTAL ASSETS | |||
Liabilities | |||
Current liabilities | |||
Trade and other payables | 12 | ( | ( |
Loans and borrowings | 13 | ( | ( |
Provisions | ( | ||
Total Current liabilities | ( | ( | |
Non-current liabilities | |||
Warrants | 15 | ( | |
Loans and borrowings | 13 | ( | ( |
Total Non-current liabilities | ( | ( | |
Net assets | ( | ( | |
Equity | |||
Issued share capital and share premium | 14 | ||
Retained earnings | ( | ( | |
Capital contribution | |||
Foreign currency translation reserve | |||
Share-based payment reserve | |||
Total equity | ( | ( |
The notes on pages 37 - 59 form an integral part of these financial statements.
34
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED STATEMENT OF CASHFLOWS
For the period from 1 January 2023 to 31 December 2023
1 Jan 2023 | 1 Jan 2022 | ||
to | to | ||
31 Dec 2023 | 31 Dec 2022 | ||
Operating activities | Note | GBP | GBP |
Net loss for the year | ( | ( | |
Items not affecting cash: | |||
Increase in trade and other receivables | ( | ||
(Decrease)/Increase in trade and other payables | |||
Interest expense on financial liabilities measured at amortised cost | |||
Realised loss on revaluation of warrants and redeemable shares | |||
Unrealised loss on revaluation of warrants and redeemable shares | |||
Depreciation of property, plant and equipment | |||
Amortisation and impairment of intangible assets | |||
Non-cash settlement of payables | |||
Foreign exchange movements | |||
Finance costs | |||
Guarantee provision | |||
Share-based payment expense | |||
Listing expense | |||
Bank interest earned | ( | ||
Net cash flows used in operating activities | ( | ( | |
Investing activities | |||
Interest earned | |||
Cash acquired on business combination | |||
Net cash flows used in investing activities | |||
Financing activities | 22 | ||
Cash inflow loans short-term | |||
Shares Issued/(Redeemed) | |||
Net cash flows used in financing activities | |||
Change in cash and cash equivalents | |||
Cash and cash equivalents at beginning of the year | |||
Cash and cash equivalents at end of the year | 10 | ||
Being: | |||
Cash and cash equivalents | |||
The notes on pages 37 - 59 form an integral part of these financial statements.
35
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period from 1 January 2023 to 31 December 2023
Foreign | Share-based | ||||||
Share capital | Share premium | Retained | Capital | currency | payment | Total equity | |
earnings | contribution | translation | reserve | ||||
reserve | |||||||
GBP | GBP | GBP | GBP | GBP | GBP | ||
Balance as at 1 January 2022 | ( | ( | |||||
Loss for the year | ( | ( | |||||
Equity settled share-based payment | |||||||
Balance as at 31 December 2022 | ( | ( | |||||
Balance as at 1 January 2023 | ( | ( | |||||
Loss for the year | ( | ( | |||||
Total comprehensive income | ( | ( | |||||
Capital reorganisation and deemed distribution | ( | ( | ( | ( | |||
Issued subsequent to the Transaction | |||||||
Warrants exercised subsequent to the transaction | |||||||
Subsidiary shareholding in Company | ( | ( | ( | ||||
Equity settled share-based payments | |||||||
Balance as at 31 December 2023 | ( | ( |
The notes on pages 37 - 59 form an integral part of these financial statements.
36
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
37
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
38
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
39
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
40
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
41
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
42
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
43
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
44
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
45
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
46
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
47
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
48
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
15. Warrants
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 Founder Warrants are recorded in the
statement of profit or loss for each period.
During the year 278,167 warrants were exercised in cash for £7.00 receiving one ordinary share and 2056 GreenBonds
at the par value of £5.00. Of these 78,167 were exercised early and received one additional ordinary share per 20
warrants validly exercised. These "bonus shares" were settled by 3,907 shares held in treasury. In accordance with the
warrant terms and conditions the remaining warrants were redeemed on 6 December 2023, with each redeemed
warrant exchanged for 0.261 ordinary shares, with the cumulative number of ordinary shares held by warrant holder
rounded downwards to the nearest whole number of ordinary shares resulting in an additional 1,060,765 ordinary
shares being issued.
At 31 December 2023 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.
49
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
50
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
51
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
52
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
Moody's Rating
53
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
54
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
55
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
19. Basic and diluted earnings per share
31 Dec 2023 31 Dec 2022
(£27,417,600) (£7,138,309)
Basic and diluted loss per share (£1.57) (£0.48)
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.
The Basic Earnings per share has been calculated on a weighted-average basis and is derived by dividing the net profit/
(loss) for the year attributable to ordinary equity shareholders by the weighted-average number of ordinary shares in
issue, outstanding during the year. As the business combination was accounted for as if GIG SA was the acquirer of GIG
Ltd the number of shares 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
56
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
20. Business combinations during the year
GBP
Total value of GIG SA's shares deemed issued 16,561,817
GIG Ltd's net assets as at the date of the business combination:
Cash 815,433
Receivables 2,532,676
Payables (326,463)
Warrants at fair value (438,103)
Total net assets acquired 2,583,543
IFRS 2 non-cash listing service share based payment expense
13,978,274
As discussed in note 4.1, the Business Combination between GIG SA and GIG Ltd was accounted for as a capital
reorganisation under IFRS 2 “Share-based Payment”. Accordingly, the Transaction was treated as the equivalent of GIG
SA issuing shares at the closing of the Business Combination for the net assets of GIG Ltd as at 6 July 2023. The excess of
the fair value of consideration for GIG Ltd over the fair value of its identifiable net assets acquired represents a
compensation for the service of a stock exchange listing for its shares and expenses as incurred.
The business combination was completed by way of a share for share exchange with the shareholders of GIG SA
whereby 14,936,145 Ordinary Shares of the Company were issued from Treasury including 2,153,750 of which were
generated by the Company following the exercise of 2,153,750 Warrants held by the Company in Treasury and
1,648,721 which were repurchased from the Sponsor Group for nominal consideration. On the same date, the Company
also acquired 100% of debt instruments issued by GIG SA in exchange for the transfer of 2028 GreenBonds issued by a
subsidiary of GIG SA, Advanced Cables Limited.
As at Closing date, the fair value of GIG SA’s shares that were deemed to be issued to GIG Ltd amounted to £16.6
million, based on the quoted share price of existing shareholders at the time of the acquisition. In return, GIG SA
received GIG Ltd's listing service and its net assets, equal to £2.6 million, which mainly consisted of remaining cash net
of redemptions, receivables and liabilities related to the warrants, resulting in a total non-cash listing service share
based payment expense of £13.9 million to administrative expenses.
The Company has completed a business combination with Global InterConnection Group SA and as from 7 July 2023 is
the 100% shareholder of GIG SA, a group of four companies whose principal activities are to service, supply and invest
in interconnector cables and wider energy infrastructure projects. Further information is available on the company’s
website.
57
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
97,781 - 97,781
58
GLOBAL INTERCONNECTION GROUP LIMITED
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
59
GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2023
31 Dec 2023 31 Dec 2022
GBP GBP
Notes
Assets
Non-current assets
Investment in subsidiaries 2 201,872,948 -
Total non-current assets 201,872,948 -
Current assets
Cash and cash equivalents 606,758 771
Restricted cash - 129,312,403
Trade and other receivables 3 3,744,580 12,813
Total current assets 4,351,338 129,325,987
Total Assets 206,224,286 129,325,987
Liabilities
Current liabilities
Trade and other payables 4 (1,809,920) (998,109)
Loans and borrowings 5 (1,055,223) -
Redeemable ordinary shares 6 - (129,406,250)
Total current liabilities (2,865,143) (130,404,359)
Non-current liabilities
Warrants 6 (3,854,584) (4,590,626)
Loans and borrowings 5 (30,858,600) -
Total non-current liabilities (34,713,184) (4,590,626)
Net assets 168,645,959 (5,668,998)
Equity
Issued share capital and share premium
7 184,861,154 (2,541,846)
Retained earnings (19,042,535) (3,127,152)
Share-based payment reserve 8 2,827,340 -
Total equity 168,645,959 (5,668,998)
Edmund Truell Roger Le Tissier
Director Director
Date: 28 May 2024 Date: 28 May 2024
The financial statements on pages 60 - 66 were approved by the board of Directors and authorised for issue on 28 May
2024. They were signed on the Company’s behalf by:
60
GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
1. Accounting policies
2. Investment in subsidiaries
31 Dec 2023 31 Dec 2022
GBP GBP
Global InterConnection Group SA Ordinary shares 174,080,770 -
Global InterConnection Group SA
Preference shares
17,693,345 -
Global InterConnection Group SA Loan 6,643,233 -
Global InterConnection Group Services SA Loan 3,455,600 -
201,872,948 -
3. Trade and other receivables
31 Dec 2023 31 Dec 2022
GBP GBP
Due from Disruptive Capital GP Limited 12,814 12,813
Due from Global InterConnection Group SA 3,117,603 -
Due from ASC Energy Limited 44,313 -
Due from Evora SRC Limited (i) 569,850 -
3,744,580 12,813
4. Trade and other payables
31 Dec 2023 31 Dec 2022
GBP GBP
Current liabilities
Legal and professional fees payable 1,237,090 3,288
Administration fees payable 74,727 37,808
Advisory fees payable 140,000 120,000
Audit fees payable 144,700 69,010
Directors fees payable 161,215 -
Other payables 52,188 62,461
Aborted deal fees payable - 705,542
1,809,920 998,109
The Company's accounting policies are the same as those detailed in the Consolidated Notes to the Financial
Statements. The Company has chosen to include a Parent Company Statement of Position and accompanying notes
which are not a full set of IFRS financial statements.
All investments relate to subsidiary companies.
(i) represents balance owing for warrants exercised for cash in December 2023, payment was received in January 2024.
61
GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
5. Loans and borrowings
31 Dec 2023 31 Dec 2022
GBP GBP
Due to Advanced Cables Limited 30,517,626 -
Due to ASC Energy Limited 1,396,197 -
31,913,823 -
31 Dec 2023 31 Dec 2022
GBP GBP
Current 1,055,223 -
Non-Current 30,858,600 -
31,913,823 -
6. Warrants and Ordinary shares
6.1. Ordinary shares
Authorised
Ordinary shares
Number of
shares
GBP
As at 31 December 2022 - -
Reclassification to ordinary shares 2,472,913 7,984,550
Issued as part of business combination 14,936,145 174,080,771
Issued during the year 9,938 115,825
Redeemed during the year (1,000) -
Warrants exercised during the year 1,339,932 2,680,008
Bonus issue for warrant exercise 3,907 -
As at 31 December 2023 18,761,835 184,861,154
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.
(i) Loan payable to Advanced Cables Limited for the 2028 GreenBonds that were initially issued to the Company during
the year. The terms of the loan mirror the terms of the 2028 GreenBonds. 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 31 December 2023 interest accrued was £1,049,726 (2022: nil)
(ii) Loan payable to ASC Energy Limited for the 2056 GreenBonds that were initially issued to the Company during the
year. The terms of the loan mirror the terms of the 2056 GreenBonds. 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 31 December 2023 interest accrued was £5,496
(2022: nil)
62
GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
6.1. Ordinary shares (continued)
Number of
shares
GBP
Sponsor shares
As at 31 December 2021 3,125,000 (2,539,204)
Share issue costs paid - (2,642)
As at 31 December 2022 3,125,000 (2,541,847)
Sponsor share buyback (1,648,721) (165)
Reclassification to ordinary shares (1,476,279) 2,542,012
As at 31 December 2023 - -
Redeemable ordinary shares
As at 31 December 2021 12,500,002 121,562,500
Revaluation during the year - 4,687,500
As at 31 December 2022 12,500,002 126,250,000
Repurchase during the year (11,784,618) (124,181,111)
Revaluation during the year - 5,638,579
Reclassification to ordinary shares (715,384) (7,707,468)
As at 31 December 2023 - -
Redeemable sponsor shares
As at 31 December 2021 312,500 3,039,063
Revaluation during the year - 117,188
As at 31 December 2022 312,500 3,156,250
Repurchase during the year (31,250) (337,156)
Reclassification to ordinary shares (281,250) (2,819,094)
As at 31 December 2023 - -
Treasury shares
As at 31 December 2021 187,500 -
As at 31 December 2022 187,500 -
Repurchased during the year 11,815,868 -
Treasury warrant exercise 2,153,750 -
Sponsor share buyback 1,648,721 -
Cancel treasury shares from Sponsor buyback (104,200) -
Share transfer 1,000 -
Bonus issue for warrant exercise (3,907) -
Utilised as part of business combination (14,936,145) -
As at 31 December 2023 762,587 -
63
GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
6.1. Ordinary shares (continued)
Classification
6.2. Warrants
Due to the contractual stipulations on issued ordinary shares, these instruments were previously classified as financial
liabilities in accordance with IAS 32 as at 31 December 2022. Following the amendment to the memorandum and
articles and completion of the share buyback program whereby the shareholders rights to redeem shares were
amended, the remaining ordinary shares were reclassified to equity.
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 Founder Warrants are recorded in the
statement of profit or loss for each period.
The Ordinary Shares will rank, pari passu, with each other and ordinary shareholders will be entitled (subject to the
terms set out in the Company’s Prospectus) to dividends and other distributions declared and paid on them. Each
Ordinary Share carries distribution and liquidation and the right to attend and to cast one vote at a general meeting of
the Company (including at the Business Combination general meeting). If any Ordinary Shares are held in treasury, such
Ordinary Shares shall not be voted at any general meeting of the Company and no dividend may be declared or paid
and no other distribution of the Company’s assets may be made in respect of such Ordinary Shares.
During the year a resolution was passed to reduce the strike price on the Warrants from £11.50 per Ordinary Share to a
price of £7.00 per Ordinary Share. The Warrants expiration date was also extended to 6 December 2023. All publicly
traded warrants were subsequently exercised/redeemed as described in note 6.1 Ordinary shares. At 31 December
2023 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.
During the year and as part of the share repurchase program undertaken and approved by the shareholders, the
Company repurchased 11,459,618 Ordinary shares at £10.789 per share and 325,000 Ordinary shares in the stub tender
offer at £2.20 per share and 31,250 Sponsor shares at £10.789 per share. The shares were taken into Treasury and
subsequently reissued as consideration for the business combination completed on 6 July 2023.
All remaining shares were reclassified as Ordinary Shares following completion of the tender and stub offer period on 15
March 2023 and the balance of £10,526,562 reclassified from liabilities to share capital.
On completion of the business combination ("Completion Date") the Sponsor Shares converted to Ordinary Shares on a
one for one basis. 1,648,721 ordinary shares were subsequently acquired by the Company. 104,200 of the shares were
immediately cancelled with the balance held in treasury.
On the Completion Date the Company exercised 2,153,750 of the warrants held in treasury. The Ordinary Shares were
held in treasury and subsequently utilised as part of the business combination.
During the year 278,167 warrants were exercised in cash for £7.00 receiving one ordinary share and 2056 GreenBonds
at the par value of £5.00. Of these 78,167 were exercised early and received one additional ordinary share per 20
warrants validly exercised. These "bonus shares" were settled by 3,907 shares held in treasury. In accordance with the
warrant terms and conditions the remaining warrants were redeemed on 6 December 2023, with each redeemed
warrant exchanged for 0.261 ordinary shares, with the cumulative number of ordinary shares held by warrant holder
rounded downwards to the nearest whole number of ordinary shares resulting in an additional 1,060,765 ordinary
shares being issued.
64
GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
6.2. Warrants (continued)
Number of
Warrants
Warrants
GBP
Warrants
As at 31 December 2021 6,250,000 3,437,500
Revaluation during the year - (2,312,500)
As at 31 December 2022 6,250,000 1,125,000
Repurchased during the year (2,060,000) (135,960)
Revaluation during the year (712,500)
Warrant cash exercise (227,385) (15,007)
Warrant cashless exercise (3,962,615) (261,533)
As at 31 December 2023 - -
Sponsor Warrants - Traded
As at 31 December 2021 156,250 85,938
Revaluation during the year - (57,813)
As at 31 December 2022 156,250 28,125
Revaluation during the year (17,813)
Warrant cash exercise (50,782) (3,352)
Warrant cashless exercise (105,468) (6,960)
As at 31 December 2023 - -
Treasury Warrants
As at 31 December 2021 93,750 -
Revaluation during the year - -
As at 31 December 2022 93,750 -
Repurchased during the year 2,060,000 -
Exercise of treasury warrants (2,153,750) -
As at 31 December 2023 - -
Sponsor Warrants - Not traded
As at 31 December 2021 2,291,667 3,437,500
Revaluation during the year - -
As at 31 December 2022 2,291,667 3,437,500
Revaluation during the year - 417,084
As at 31 December 2023 2,291,667 3,854,584
65
GLOBAL INTERCONNECTION GROUP LIMITED
COMPANY NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2023
7. Issued share capital
Authorised
Number of
shares
Share Premium
Ordinary share
Capital
Total
GBP GBP GBP
Share capital 3,125,000 - 313 313
Expenses relating to listing/IPO - - (2,542,160) (2,542,160)
As at 31 December 2022 3,125,000 (2,541,847) (2,541,847)
Sponsor share conversion and buy back (1,648,721) - (165) (165)
Issued during the year 14,946,083 174,195,101 1,495 174,196,596
Redeemed during the year
(i)
(1,000) - - -
Reclassification of redeemable shares 996,634 10,526,552 10 10,526,562
Warrants exercised during the year 1,343,839 2,679,874 134 2,680,008
Total Share Capital as at 31
December 2023
18,761,835 187,401,527 (2,540,373) 184,861,154
(i) Registrar adjustment to treasury shares.
8. Share-based payment option transaction
31 Dec 2023 31 Dec 2022
GBP GBP
Equity
2,827,340 -
2,827,340 -
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.
A total of 513,521 options were granted on 17 May 2023 in relation to the above. There were no options outstanding at
the beginning of the year. No options were exercised during the period and 513,521 remain outstanding at year end.
The value of the options granted above was calculated using the Black-Scholes model assuming volatility of 36.85%,
interest rate of 3.01% 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 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 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.
The value of the ordinary shares as reflected above also includes a deduction for issue costs incurred. The ordinary
shares were issued with a nominal value of £0.0001.
During the year, as described in note 6.1 Ordinary shares, a number of shares were issued in relation to the business
combination and exercising of warrants.
66
GLOBAL INTERCONNECTION GROUP LIMITED
KEY ADVISERS AND CONTACT INFORMATION
For the period from 1 January 2023 to 31 December 2023
Registered Office Directors
First Floor Edmund Truell
10 Lefebvre Street Wolf Becke (resigned 18 May 2023)
St Peter Port Roger Le Tissier
Guernsey Jennie Younger (appointed 18 May 2023)
GY1 2PE Luke Webster (appointed 18 May 2023)
Richard Pinnock (appointed 30 June 2023)
(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
Auditor Listing and Paying Agent, and Warrant Agent
BDO LLP Van Lanschot Kempen K.V.
55 Baker Street Beethovenstraat 300
London W1U 7EU 1077 WZ Amsterdam
United Kingdom
The Netherlands
Company Website:
www.globalinterconnectiongroup.com
67