Registration statement for securities of certain foreign private issuers

Capital and Reserves

v3.21.2
Capital and Reserves
6 Months Ended 12 Months Ended
Jun. 30, 2021
Dec. 31, 2020
Text block [abstract]    
Capital and Reserves
15.
Capital and reserves
Share capital
 
    
Ordinary A
Shares
    
Ordinary B
Shares
    
Preference C
Shares
    
Preference
G1 Shares
 
In thousands of shares   
2021
    
2021
    
2021
    
2021
 
Authorized
     10,000,000        11,000,000        10,000,000        50,000  
On issue at January 1, 2021
     135,136        664,605        252,065        0  
Issued during the year
     —          17,206        41,012        10,150  
    
 
 
    
 
 
    
 
 
    
 
 
 
On issue at June 30, 2021 - fully paid
  
 
135,136
 
  
 
681,811
 
  
 
293,077
 
  
 
10,150
 
    
 
 
    
 
 
    
 
 
    
 
 
 
    
June 30,
2021
 
Authorized
        
10,000,000,000 A Ordinary shares of $0.00001277 each
     127,700  
11,000,000,000 B Ordinary shares of $0.00001277 each
     140,471  
10,000,000,000 C Preferred shares of $0.00001277 each
     127,700  
50,000,000 G1 Ordinary redeemable shares of $0.00001277 each
     638  
Allotted, called up and fully paid
        
135,136,000 A ordinary shares of $0.00001277 each
     1,726  
664,605,000 B ordinary shares of $0.00001277 each
     8,487  
293,188 C preference shares of $0.00001277 each
     3,744  
10,150 G1 Ordinary redeemable shares of $0.00001277 each
     130  
    
 
 
 
    
 
14,087
 
    
 
 
 
During the six month period ended June 30, 2021 $70,000 thousand Loan Notes were converted into 41,012,358 “C” preference shares. These shares had a fixed for fixed conversion feature and are therefore accounted for as equity investments.
During the year ended December 31, 2020, the Group issued 24,796,225 $0.00001277 “C” preference shares for a consideration of $42,097 thousand. $30,000 thousand Loan Notes were converted into 17,708,792 shares related to the principle and $189 thousand Loan Notes were converted to 111,239 shares related to interest. The Loan Notes that were converted into our “C” preference shares had a fixed for fixed conversion feature and are therefore accounted for as equity investments. The remaining 6,976,194 shares were settled in cash for a consideration of $11,908 thousand.
Tranche 1 Notes
On November 12, 2020 Tranche 1 Notes of $30,000 thousand were issued to GHE and paid to Babylon in two parts of $15,000 thousand on November 16, 2020 and December 2, 2020. The Tranche 1 Notes accrue interest of 11% per year and shareholder approval is required for the Trance 1 Notes to be convertible into a fixed number of Series C Preferred Shares at a price of US $1.706802577 per share within six months of the first issuance date.
The conversion of the Tranche 1 Notes was approved by shareholders on December 16, 2020. Subsequent to this conversion approval, the principal of the Tranche 1 Notes was reclassified from being recognized as a financial liability to be classified as equity. No material gain or loss was recognized on conversion. The share capital in relation to the Series C Preferred Shares issued on conversion was recorded at the nominal value of the shares issued.
Tranche
2 Notes
Tranche 2 Notes of $70,000 thousand were issued on December 16, 2020 and are not interest bearing. The Tranche 2 Notes are exchangeable into a variable number of Series C Preferred Shares upon the earlier of the occurrence of certain events or June 30, 2021.
Tranche 2 Notes converted to equity on June 30, 2021. The principal of the Tranche 2 Notes was reclassified from being recognized as a financial liability to be classified as equity. No material gain or loss was recognized on conversion. The share capital in relation to the Series C Preferred Shares issued on conversion was recorded at the nominal value of the shares issued.
All shares issued rank pari-passu aside from the following:
 
   
the A Ordinary Shares in issue at any time shall (as a separate class) carry fifty per cent (50.0%) of the total voting rights of the Shares; and
 
   
the B Ordinary Shares and the Series C Preferred Shares in issue at any time shall (as if the B Ordinary Shares and the Series C Preferred Shares constituted one and the same class) carry fifty per cent (50.0%) of the total voting rights of the Shares;
 
   
the Holders of a majority of the A Ordinary Shares shall have the right from time to time to appoint such number of persons to be Directors of each Group Company equal to the number of Directors which the Holders of B Ordinary Shares and Series C Preferred Shares are entitled to appoint (in aggregate) plus one additional Director; and in each case to remove from office any persons appointed and to appoint another person in his or her place
 
   
The Series C Largest Shareholder shall have the right from time to time to appoint one person to be a Director and to remove from office any person so appointed and to appoint another person in his or her place.
 
   
For so long as a holder of B Ordinary Shares or Series C Preferred Shares is also a Qualifying Stakeholder, each such Qualifying Stakeholder shall have the right from time to time to appoint one person to be a Director for each whole Qualifying Stake held by them and to remove from office any person so appointed and to appoint another person in his or her place.
 
   
G1 Ordinary Redeemable Shares do not have the right to vote, nor to receive dividends, and have capital rights to convert into Ordinary B Shares in connection with an exit event. G1 Ordinary Redeemable shares are redeemable at the sole discretion of the Company.
On any return of capital on liquidation, the assets of the Group available for distribution shall be distributed:
 
  a)
first, in paying to each of the Series C Preferred Shareholders, in priority to any other classes of Shares, an amount per Series C Preferred Share held equal to the Preference Amount
 
  b)
second, in paying to the 2016/2017 Subscribers pro rata to their respective holdings of Hoxton Shares and Kinnevik Shares an amount equal to the Hurdle Amount; and
 
  c)
the balance of the surplus assets (if any) shall be distributed among the holders of the A Ordinary Shares and the B Ordinary Shares pro rata as if they constituted one and the same class.
Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entities are recognized in other comprehensive loss and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Other comprehensive income (“OCI”) accumulated in reserves, net of tax
 
    
2021
 
    
$’000
 
January 1,
     1,675  
Foreign operations – foreign currency translation differences
     (67
    
 
 
 
June 30,
  
 
1,608
 
    
 
 
 
Retained earnings
The retained earnings account represents retained profits or losses less amounts distributed to shareholders.
Share-based payment reserve
The share-based payment reserve represents amounts accruing for equity-based share options granted.
23.
Capital and reserves
Share capital
 
    
Ordinary A
Shares
    
Ordinary B
Shares
    
Preference C
Shares
 
In thousands of shares   
2020
    
2020
    
2020
 
Authorized
     10,000,000        11,000,000        10,000,000  
On issue at January 1, 2020
     135,136        664,605        227,380  
Issued during the year
     —          —          24,796  
    
 
 
    
 
 
    
 
 
 
On issue at December 31, 2020—fully paid
  
 
135,136
 
  
 
664,605
 
  
 
252,176
 
    
 
 
    
 
 
    
 
 
 
 
    
2020
    
2019
 
    
 
 
    
 
 
 
Authorized
                 
10,000,000,000 A Ordinary shares of $0.00001277 each
     127,700        127,700  
11,000,000,000 B Ordinary shares of $0.00001277 each
     140,470        140,470  
10,000,000,000 C Preferred shares of $0.00001277 each
     127,700        127,700  
Allotted, called up and fully paid
                 
135,136,000
A ordinary shares of $
0.00001277
each
     1,726        1,726  
664,605,000
B ordinary shares of $
0.00001277
each
     8,487        8,487  
252,176,369
C preference shares of $
0.00001277
each
     3,220        2,904  
    
 
 
    
 
 
 
    
 
13,433
 
  
 
13,117
 
    
 
 
    
 
 
 
During the year, the Group issued 24,796,225 $0.00001277 “C” preference shares for a consideration of $42,097 thousand. $30,000 thousand Loan Notes were converted into 17,708,792 shares related to the principle and $189 thousand Loan Notes were converted to 111,239 shares related to interest. The Loan Notes that were converted into our “C” preference shares had a fixed conversion feature and are therefore accounted for as equity investments. The remaining 6,976,194 shares were settled in cash for a consideration of $11,908 thousand.
During the year ended December 31, 2019, the Company issued 227,380,145 $0.00001277 “C” preference shares for a consideration of $337,271 thousand, settled in cash.
Tranche 1 Notes
On November 12, 2020 Tranche 1 Notes of $30,000 thousand were issued to GHE and paid to Babylon in two parts of $15,000 thousand on November 16, 2020 and December 2, 2020. The Tranche 1 Notes accrue interest of 11% per year and shareholder approval is required for the Trance 1 Notes to be convertible into a fixed number of Series C Preferred Shares at a price of US $1.706802577 per share within six months of the first issuance date.
The conversion of the Tranche 1 Notes was approved by shareholders on December 16, 2020. Subsequent to this conversion approval, the principal of the Tranche 1 Notes was reclassified from being recognized as a financial liability to be classified as equity. No material gain or loss was recognized on conversion. The share capital in relation to the Series C Preferred Shares issued on conversion was recorded at the nominal value of the shares issued.
All shares issued rank pari-passu aside from the following:
 
   
the A Ordinary Shares in issue at any time shall (as a separate class) carry fifty per cent (50.0%) of the total voting rights of the Shares; and
 
   
the B Ordinary Shares and the Series C Preferred Shares in issue at any time shall (as if the B Ordinary Shares and the Series C Preferred Shares constituted one and the same class) carry fifty per cent (50.0%) of the total voting rights of the Shares;
 
   
the Holders of a majority of the A Ordinary Shares shall have the right from time to time to appoint such number of persons to be Directors of each Group Company equal to the number of Directors which the Holders of B Ordinary Shares and Series C Preferred Shares are entitled to appoint (in aggregate) plus one additional Director; and in each case to remove from office any persons appointed and to appoint another person in his or her place
 
   
The Series C Largest Shareholder shall have the right from time to time to appoint one person to be a Director and to remove from office any person so appointed and to appoint another person in his or her place.
 
   
For so long as a holder of B Ordinary Shares or Series C Preferred Shares is also a Qualifying Stakeholder, each such Qualifying Stakeholder shall have the right from time to time to appoint one person to be a Director for each whole Qualifying Stake held by them and to remove from office any person so appointed and to appoint another person in his or her place.
On any return of capital on liquidation, the assets of the Group available for distribution shall be distributed:
 
  a)
first, in paying to each of the Series C Preferred Shareholders, in priority to any other classes of Shares, an amount per Series C Preferred Share held equal to the Preference Amount
 
  b)
second, in paying to the 2016/2017 Subscribers pro rata to their respective holdings of Hoxton Shares and Kinnevik Shares an amount equal to the Hurdle Amount; and
 
  c)
the balance of the surplus assets (if any) shall be distributed among the holders of the A Ordinary Shares and the B Ordinary Shares pro rata as if they constituted one and the same class.
Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entities are recognized in other comprehensive loss and accumulated in a separate reserve within equity. The cumulative amount is reclassified to profit or loss when the net investment is disposed of.
Other comprehensive income (“OCI”) accumulated in reserves, net of tax
 
    
2020
    
2019
 
    
$’000
    
$’000
 
January 1,
     (1,904      7,789  
Foreign operations – foreign currency translation differences
     3,579        (9,693
    
 
 
    
 
 
 
December 31,
  
 
1,675
 
  
 
(1,904
    
 
 
    
 
 
 
Retained earnings
The retained earnings account represents retained profits or losses less amounts distributed to shareholders.
Share-based payment reserve
The share-based payment reserve represents amounts accruing for equity-based share options granted.