REG - Craven House Capital - Annual Results for year ended 31 May 2021
29/11/2021 18:30
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RNS Number : 9485T Craven House Capital PLC 29 November 2021
Craven House Capital plc
("Craven House" or the "Company")
Annual Results for year ended 31 May 2021
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 MAY 2021
Dear Shareholder
I am pleased to provide an introduction to the annual report and financial
statements for Craven House Capital Plc for the year ending 31 May 2021.
Activity during the year was subdued as portfolio companies continued to
navigate the impact of COVID-19 on their respective strategic plans. Despite
this, positive progress was demonstrated by four out of the five portfolio
companies whose respective valuations remain unchanged. The valuation of
shares in OneBase.com Ltd, which operates in a very competitive market sector,
was fully impaired.
Mark Pajak
Acting Chairman
CRAVEN HOUSE CAPITAL PLC
INVESTMENT MANAGER'S REPORT
FOR THE YEAR ENDED 31 MAY 2021
Statement by the Investment Manager
The Company's investment portfolio is significantly simplified and comprises
minority shareholdings in five Swedish-managed eCommerce businesses.
The Company's investments are held at fair value in accordance with the IPEVC
guidelines. The original acquisition price of "Price of Recent Investment" has
been applied as the valuation methodology. A summary of the Company's
investments is as follows with further information provided in notes 9 and 15
below;
Investment Value at 31 May 2021 Value at 31 May 2020
Comprising:
Shares in Garimon Limited $1,600,000 $1,600,000
Shares in Rosedog Limited $1,600,000 $1,600,000
Shares in OneBas.com Limited - $1,600,000
Shares in Honeydog Limited (formerly IZYRadio Limited) $1,600,000 $1,600,000
Shares in Bio Vitos Medical Limited (formerly YRRO Limited $1,600,000 $1,600,000
IPEVCV guidelines state; "At subsequent Measurement Dates, the Price of a
Recent Investment may be an appropriate starting point for estimating Fair
Value. However, adequate consideration must be given to the current facts and
circumstances, including, but not limited to, changes in the market or changes
in the performance of the Investee Company."
We have therefore used the prior-year valuation as a starting point for
estimation of fair value and have applied adequate consideration to 'current
facts and circumstances' in reviewing the respective valuations.
Four of the five investee companies demonstrated positive progress during the
financial year, however remain at an early stage of business development.
Updated information on each entity is below. As of May 2021, Craven maintained
a c.30% shareholding in each of the following entities:
Garimon Limited
Garimon Limited is the owner of the domain www.magazinos.com which is a world
leader in content in the category of digital magazine distribution, with over
10,000 magazines freely available for readers. Magazinos' competitor,
"Readly.com" has a current market capitalization of c.$115m.
The development of Magazinos has progressed during the year to May 2021 with
expansion of the range of titles it offers and considerable 'back-end'
development. The company remains pre-revenue and is not yet suitable for
floatation however Readly provides an indication of prospective valuations
achievable in the public market for business operating in this sector. Garimon
Limited is planning a round of fundraising in early 2022, the proceeds of
which will be utilised to market the company in an effort to increase
subscriber / user numbers ahead of a prospective public listing.
Bio Vitos Medical Limited
Bio Vitos Medical Limited has made considerable progress during the course of
the year to May 2021. It is now the owner of all Omega-3 brands previously
owned by Rosedog Limited in addition to its range of collagen products
marketed under the "Ocean Skin Lab" brand.
CRAVEN HOUSE CAPITAL PLC
INVESTMENT MANAGER'S REPORT - continued
FOR THE YEAR ENDED 31 MAY 2021
During the course of 2021, it has expanded its product offering considerably;
it now has a portfolio of over 40 different Omega-3 supplements, a number of
which have recently been approved for sale on Amazon.
Post-year end, Bio Vitos Medical Limited entered into an agreement with Double
Bond Pharmaceuticals to acquire its license to market its patented drug
'Inofer' which is used in the treatment of heart disease (as announced on 26
October 2021)
Rosedog Limited is now the owner of TV Zinos (www.tvzinos.com), a website
which offers a number of free-to-view television channels. The operating model
for this venture is similar to that of Magazinos. The business has been
successful during the year to May 2021 in developing its 'back-end' and
product offering.
IZYRadio Limited has changed its name to Honeydog Limited and, post year-end,
became the 25% owner of the entity which owns the licence to manufacture and
distribute the chemotherapy drug, Temodex, which is used in the treatment of
brain tumours.
Despite the significant progress demonstrated by Garimon Limited and Bio Vitos
Medical Limited during the course of the year, the Investment Manager has
chosen not to increase the carrying value of these investments. This approach
is consistent with the historic conservative approach applied by the
Investment Manager
The performance of Rosedog Limited remains in line with that at the time of
investment in March 2020 and its valuation has therefore been maintained at
prior year level.
Despite its shift in strategy, Honeydog Limited's recent acquisition provides
considerable confidence in maintaining the prior-years' valuation for this
entity.
As recently announced, we have determined that, whilst there is the prospect
of future value in the domain www.onebas.com, the lack of progress in
delivering development and growth of this domain and the highly competitive
sector in which it operates (the aggregation of freely available music
content), the valuation of this investment should be fully impaired. This
investment was previously valued at $1.6m.
Desmond Holdings Ltd
Investment Manager to Craven House Capital Plc
CRAVEN HOUSE CAPITAL PLC
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2021
The directors present the Strategic Report of Craven House Capital plc for the
year ended 31 May 2021.
Principal activity
The Investing Policy is primarily to invest in or acquire a portfolio of
companies, partnerships, joint ventures, businesses or other assets
participating in the e-Commerce sector. The investments or acquisitions may be
funded wholly by cash, the issue of new shares or debt, or a mix thereof, as
the Board deems appropriate. The Company's equity interest in a proposed
investment may range from a minority position to 100% ownership; the proposed
investments may be either quoted or unquoted, although will likely be unquoted
in the majority of cases. The Company will specifically target investments
which the Board believes offer high growth opportunities or steady cash flows
and where the exit will be a liquidity event, such as a trade sale or IPO.
Review of the Business in the year
A comprehensive review of the Company's performance and business activities is
included in the Investment Manager's Report above. The Company's portfolio
comprises minority stakes in five e-commerce businesses which were acquired in
March 2020. The status of the underlying investments is disclosed in further
detail in notes 9 and 15 below. The only two material movements in the
Company's balance sheet during the year are the reduction in the carrying
value of investments as a result in the impairment applied to the valuation of
OneBas.com Ltd and the increase in amounts owing to Craven Industrial Holdings
Plc in order to satisfy working capital requirements and exceptional costs.
Position of the Company's business at the end of the year
Sufficient cash remains available to the Company from its subsidiaries and via
external loan facilities to ensure it is able to meet its liabilities as they
fall due. Other than directors, the Company has no employees and the majority
of overhead expenditure continues to comprise regulatory, accounting and audit
costs.
Principal risks and uncertainties facing the business
The principal risks to the business include the ability of the Company to
successfully execute its Investing Policy and the early / pre-revenue stage of
the development of the current portfolio of investments. Description of these
risks are further detailed in note 15 below.
Corporate governance
The directors place a high degree of importance on ensuring that high
standards of Corporate Governance are maintained and have therefore chosen to
apply the framework as provided by the Quoted Companies Alliance Corporate
Governance Code for small and medium size companies (2018) (the 'QCA Code').
Section 172(1) statement
The directors have acted in the way that they considered, in good faith, would
be most likely to promote the success of the Company for the benefit of its
member as a whole and this section forms our section 172 disclosure,
describing how, in doing so, the directors considered the matters set out in
section 172(1)(a) to (I) of the Companies Act 2006. The directors also took
into account the views and interests of a wider set of stakeholders,
including the UK Government and non-governmental organisations.
The directors have acted in a way that they considered, in good faith, to be
most likely to promote the success of the Company for the benefit of its
member as a whole, and in doing so had regard, amongst other matters, to:
• the documents governing the Company is party have been formulated with
the aim of achieving the Company's purpose and business objectives,
safeguarding the assets of the Company and promoting the success of the
Company;
• the Company has no employees;
• the Company has appointed various third parties to perform certain roles;
• as an Investment Company, the Company has no physical presence or
operations and accordingly has minimal impact on the community and the
environment.
Mr M J Pajak - Director of behalf of the Board
Date
CRAVEN HOUSE CAPITAL PLC
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 MAY 2021
The directors present their annual report with the audited financial
statements of the Company for the year ended 31 May 2021.
DIVIDENDS
On 22 May 2020 at a General Meeting of the Company, shareholders approved the
payment of a special dividend in specie to Ordinary Shareholders comprising
shares in the Company's subsidiary and principal holding company, Craven
Industrial Holdings Plc. Payment of this dividend was completed on 29 May
2020. A fair review of the business and disclosure of the Company's activities
and principal risks and uncertainties are included in the Investment Manager's
Report and the Strategic Report.
No dividends have been declared for the year ended 31 May 2021.
EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the note
18 to the financial statements.
DIRECTORS
The directors who held office during the year were:
Mr M J Pajak;
Mr B S Bindra; and
Mr C P Morrison.
Directors' remuneration and details of service contracts are given in note 3
to the financial statements.
POLITICAL AND CHARITABLE CONTRIBUTIONS
No charitable or political donations were made during the year.
FINANCIAL RISK MANAGEMENT POLICIES
Information on the use of financial instruments by the Company and its
management of financial risk is disclosed in note 15 to the financial
statements.
FUTURE DEVELOPMENTS
In the coming year the Company will continue to execute its investment
strategy. Details of post year end transactions are disclosed in note 18.
SIGNIFICANT SHAREHOLDERS
Shareholders with holdings of more than 3% of the Company as of the date of
this report are as follows;
Jim Nominees Ltd - 19.0%
Vidacos Nominees Ltd - 12.4%
Interactive Brokers LLC - 10.8%
Lynchwood Nominees Ltd - 10.2%
WB Nominees Ltd - 6.5%
PWB Enterprises Inc - 4.7%
DIRECTOR SHAREHOLDINGS
Shareholdings in the Company by directors as of the date of this report are as
follows;
Mr M J Pajak indirect holdings (via Desmond Holdings Ltd) - 272,705 ordinary
shares of $1.00
Mr B S Bindra - 14,440 ordinary shares of $1.00
Mr C P Morrison - 7,356 ordinary shares of $1.00
CRAVEN HOUSE CAPITAL PLC
REPORT OF THE DIRECTORS - continued
FOR THE YEAR ENDED 31 MAY 2021
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European Union and applicable law. Under
company law 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 profit or loss for that period. In preparing these
financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's 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
Act 2006. 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.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of the accounts and the other information included in annual reports may
differ from legislation in other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company's website.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as
defined by Section 418 of the Companies Act 2006) of which the Company's
auditors are unaware, and each director has taken all the steps that he or she
ought to have taken as a director in order to make himself or herself aware of
any relevant audit information and to establish that the Company's auditors
are aware of that information.
AUDITOR
A resolution for the re-appointment of Edwards Veeder (UK) Limited, Chartered
Accountants & Business Advisors will be proposed in accordance with
Section 489 of the Companies Act 2006 at the forthcoming Annual General
Meeting.
Mr M J Pajak - Director of behalf of the Board
Date
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC
Opinion
We have audited the financial statements of Craven House Capital Plc (the
'company') for the year ended 31 May 2021 which comprise the statement of
comprehensive income, the statement of financial position, the statement of
changes in equity, the statement of cash flows and the related notes to the
financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
In our opinion, the financial statements:
· give a true and fair view of the state of the
company's affairs as at 31 May 2021 and of its loss for the
year then ended;
· have been properly prepared in accordance with
IFRSs as adopted by the European Union; and
· have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
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 are 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, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to
which the ISAs (UK) require us to report to you where:
· the directors' use of the going concern basis of
accounting in the preparation of the financial statements
is not appropriate; or
· the directors have not disclosed in the financial
statements any identified material uncertainties that
may cast significant doubt about the company's ability to continue to adopt
the going concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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) 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.
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.
Key audit matters Description of risk How the scope of our audit addressed the risk
Investment valuation
For the financial year ended 31 May 2021, investments measured at fair value The company's assessment of the valuation of investments measured at fair Our audit work included but was not restricted to:
amounted to $6,400,000 which represents 99% of total assets. value requires significant judgement.
· We reviewed the high level controls in operation in relation to
investment valuations;
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC - continued
Key audit matters Description of risk How the scope of our audit addressed the risk
Investment valuation (continued)
The valuation of investments is considered a key audit matter as investments · We considered if the company's valuation policy is in line with
represent significant balances on the statement of financial position.
The International Private Equity and Venture Capital Valuation (IPEV)
There is a risk that the application of an inappropriate valuation methodology guidelines and IFRS;
and/or the use of inappropriate assumptions could result in the valuation of
investments being materially misstated as at 31 May 2021.
· We reviewed and assessed the reasonableness of the assumptions
applied in the investment managers' valuation memo for the financial year
ended 31 May 2021;
Investment ownership and existence Our audit work included but was not restricted to:
The ownership and existence of investments are considered a key audit matter · Shareholder registers were reviewed to confirm the shares were
as investments represent 99% of total assets on the statement of financial
held by the company;
position. There is a risk that the company does not own the rights to the investments or
that the investments do not exist at the year ended 31 May 2021.
· Shareholder and purchase agreements were reviewed to establish
ownership;
· Certificates of incorporation were reviewed for investments
acquired during the financial year;
· Checked the ownership title of investments held in the associate
companies.
Management override of controls Our audit work included but was not restricted to
We are required to consider how management biases could affect the results of · We have considered the controls in place, remained alert for
the company.
material and unusual items and tested a sample of journals to assess the risk.
There is a risk that management may override the controls to suit their
objectives.
This is not a complete list of all risks identified by our audit.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC - continued
Our application of materiality
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. Importantly, misstatements below these levels will not
necessarily be evaluated as material, as we also take into account the nature
of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a
whole.
Based on our professional judgement, we determined the materiality for the
financial statements as a whole to be $97,000 which is based on 1.5% of total
assets. We considered this as an appropriate benchmark.
We set performance materiality as 80% of the overall Financial Statement
materiality.
We report to the Audit Committee all identified unadjusted errors in excess of
$4,850 which is set at 5% of planning materiality. Errors below that threshold
would also be reported if, in our opinion as auditor, disclosure was required
on qualitative grounds.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the company and its
environment, including controls and assessing the risks of material
misstatements.
We carried out a full scope audit of the company's financial statements. This
included specific audit procedures where the extent of our audit work was
based on our assessment of the risks of material misstatement.
All audit work to respond to the risks of material misstatement were performed
directly by the audit engagement team. We set out the key audit matters that
had the greatest impact on our audit strategy and scope within the key audit
matters section.
Other information
The other information comprises the information included in the Chairman's
Statement, the Investment Manager's Report, the Strategic Report and the
Report of the Directors. The directors are responsible for the other
information. 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. In
connection with our audit of the financial statements, 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 audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Report of
the Directors for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
· the Strategic Report and the Report of the Directors have been
prepared in accordance with applicable legal requirements.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC - continued
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the Strategic Report or the Report of the Directors.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set
out on page 7 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 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 company or
to cease operations, or have no realistic alternative but to do so.
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.
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:
· Enquiries with management, about any known or suspected instances
of non-compliance with laws and regulations and fraud.
· Auditing the risk of management of override controls, including
through testing journal entries and other adjustments for appropriateness.
· Challenging assumptions and judgments made by management in their
significant accounting estimates, in particular in relation to provisions and
future performance in light of the impact of COVID-19.
Because of the field in which the client operates, we identified that
employment law, LSE listing rules and compliance with the Companies Act 2006
are most likely to have a material impact on the financial statements.
The company is subject to many other laws and regulations where consequences
of non-compliance could have material effect on amounts or disclosures in the
financial statements, for instance through the imposition of fines. We
identified the following areas as most likely to have such an effect: The
Listing Rules in certain aspects of company legislation recognising the
financial and regulated nature of the Company's activities and its legal form.
Auditing standards limit required audit procedure to identify non-compliance
with these laws and regulations to inquiry of the directors and other
management and inspection of regulatory and legal correspondence, if any.
Through these procedures, we did not become aware of actual or suspected
non-compliance.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC - continued
Owing to the inherent limitations of an audit, there's an unavoidable risk
that some material misstatements in the financial statements may not be
detected, even though the audit is properly planned and performed in
accordance with ISAs (UK). For instance, the further removed non-compliances
from the events and transactions reflected in the financial statements, the
less likely the auditor is to become aware of it or to recognise the
non-compliance.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
https://www.frc.org.uk/auditorsresponsibilities
(https://www.frc.org.uk/auditorsresponsibilities) . This description forms
part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. 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.
Lee Lederberg
Senior Statutory Auditor
for and on behalf of Edwards Veeder (UK) Limited
Chartered Accountants & Statutory Audit Firm
Ground Floor, 4 Broadgate,
Broadway Business Park,
Chadderton,
Greater Manchester,
United Kiingdom,
OL9 9XA
Date:
This is not a complete list of all risks identified by our audit.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC - continued
Our application of materiality
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. Importantly, misstatements below these levels will not
necessarily be evaluated as material, as we also take into account the nature
of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a
whole.
Based on our professional judgement, we determined the materiality for the
financial statements as a whole to be $97,000 which is based on 1.5% of total
assets. We considered this as an appropriate benchmark.
We set performance materiality as 80% of the overall Financial Statement
materiality.
We report to the Audit Committee all identified unadjusted errors in excess of
$4,850 which is set at 5% of planning materiality. Errors below that threshold
would also be reported if, in our opinion as auditor, disclosure was required
on qualitative grounds.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the company and its
environment, including controls and assessing the risks of material
misstatements.
We carried out a full scope audit of the company's financial statements. This
included specific audit procedures where the extent of our audit work was
based on our assessment of the risks of material misstatement.
All audit work to respond to the risks of material misstatement were performed
directly by the audit engagement team. We set out the key audit matters that
had the greatest impact on our audit strategy and scope within the key audit
matters section.
Other information
The other information comprises the information included in the Chairman's
Statement, the Investment Manager's Report, the Strategic Report and the
Report of the Directors. The directors are responsible for the other
information. 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. In
connection with our audit of the financial statements, 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 audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic Report and the Report of
the Directors for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
· the Strategic Report and the Report of the Directors have been
prepared in accordance with applicable legal requirements.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC - continued
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the Strategic Report or the Report of the Directors.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
· the financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set
out on page 7 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 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 company or
to cease operations, or have no realistic alternative but to do so.
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.
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:
· Enquiries with management, about any known or suspected instances
of non-compliance with laws and regulations and fraud.
· Auditing the risk of management of override controls, including
through testing journal entries and other adjustments for appropriateness.
· Challenging assumptions and judgments made by management in their
significant accounting estimates, in particular in relation to provisions and
future performance in light of the impact of COVID-19.
Because of the field in which the client operates, we identified that
employment law, LSE listing rules and compliance with the Companies Act 2006
are most likely to have a material impact on the financial statements.
The company is subject to many other laws and regulations where consequences
of non-compliance could have material effect on amounts or disclosures in the
financial statements, for instance through the imposition of fines. We
identified the following areas as most likely to have such an effect: The
Listing Rules in certain aspects of company legislation recognising the
financial and regulated nature of the Company's activities and its legal form.
Auditing standards limit required audit procedure to identify non-compliance
with these laws and regulations to inquiry of the directors and other
management and inspection of regulatory and legal correspondence, if any.
Through these procedures, we did not become aware of actual or suspected
non-compliance.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF
CRAVEN HOUSE CAPITAL PLC - continued
Owing to the inherent limitations of an audit, there's an unavoidable risk
that some material misstatements in the financial statements may not be
detected, even though the audit is properly planned and performed in
accordance with ISAs (UK). For instance, the further removed non-compliances
from the events and transactions reflected in the financial statements, the
less likely the auditor is to become aware of it or to recognise the
non-compliance.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
https://www.frc.org.uk/auditorsresponsibilities
(https://www.frc.org.uk/auditorsresponsibilities) . This description forms
part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. 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.
Lee Lederberg
Senior Statutory Auditor
for and on behalf of Edwards Veeder (UK) Limited
Chartered Accountants & Statutory Audit Firm
Ground Floor, 4 Broadgate,
Broadway Business Park,
Chadderton,
Greater Manchester,
United Kiingdom,
OL9 9XA
Date:
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2021
2021 2020
Notes $'000 $'000
CONTINUING OPERATIONS
Changes in fair value (1,600) (6,892)
Other income 4 - 144
Intercompany loans written off - (7,158)
Management fee accrual waived - 1,446
Administrative expenses (208) (727)
Exceptional costs 5 (623) -
OPERATING LOSS AND LOSS BEFORE INCOME TAX
(2,431) (13,187)
Income tax 7 - -
LOSS FOR THE YEAR AND TOTAL COMPREHENSIVE INCOME
(2,431) (13,187)
Loss per share expressed
in cents per share:
Basic and diluted 8 (62.92) (456.52)
The notes on pages 17 to 34 form part of the financial statements.
CRAVEN HOUSE CAPITAL PLC
Company Number 05123368
STATEMENT OF FINANCIAL POSITION
AS AT 31 MAY 2021
2021 2020
Notes $'000 $'000
ASSETS
NON-CURRENT ASSETS
Investments at fair value through
profit or loss 9 6,400 8,000
6,400 8,000
CURRENT ASSETS
Trade and other receivables 10 38 46
Cash and cash equivalents 11 5 6
43 52
TOTAL ASSETS 6,443 8,052
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 12 3,802 3,802
Share premium 11,153 11,153
Accumulated deficit (9,588) (7,157)
TOTAL EQUITY 5,367 7,798
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 13 87 254
NON-CURRENT LIABILITES
Other payables 14 989 -
TOTAL LIABILITIES 1,076 254
TOTAL EQUITY AND LIABILITIES
6,443 8,052
Approved and authorised for issue by the Board on ………………….2021
and signed on its behalf by:
.................................................................
Mr M J Pajak - Director
The notes on pages 17 to 34 form part of the financial statements.
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2021
Called up share capital
$'000 Share premium Accumulated
$'000 deficit Total
$'000 $'000
Balance at 1 June 2019 12,594 25,128 (14,666) 23,056
Changes in equity
Issue of share capital 1,365 11,025 - 12,390
Cancellation of deferred shares (10,157) - 10,157 -
Reduction in share premium - (25,000) 25,000 -
Dividend in specie - - (14,461) (14,461)
Transactions with owners 3,802 11,153 6,030 20,985
Loss for the year - - (13,187) (13,187)
Balance at 31 May 2020 3,802 11,153 (7,157) 7,798
Changes in equity
Issue of share capital - - - -
Transactions with owners 3,802 11,153 (7,157) 7,798
Loss for the year - - (2,431) (2,431)
Balance at 31 May 2021 3,802 11,153 (9,588) 5,367
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2021
2021 2020
Notes $'000 $'000
Cash flows from operating activities
Loss before income tax (2,431) (13,187)
Adjustments for non-cash items
Fair value movement arising on investments 1,600 6,892
Intercompany loans written off - 7,158
Management fee accrual waived - (1,657)
Costs paid by shares - 190
Repairs - 5
Dividend income - (144)
Decrease/(increase) in trade and other receivables 8 (3,394)
(Decrease)/increase in trade and other payables (167) 103
Net cash outflow from operating activities (990) (4,034)
Cash flows from investing activities
Dividends received from joint ventures - 144
Net cash inflow from investing activities - 144
Cash flows from financing activities
Loans received
989
-
Proceeds from issue of shares - 3,900
Repayment of loan - (50)
Net cash inflow from financing activities
989
3,850
Net decrease in cash and cash equivalents (1) (40)
Cash and cash equivalents at the beginning
of the year 11 6 46
Cash and cash equivalents at the end of the year 11 5 6
The notes on pages 17 to 34 form part of the financial statements.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2021
1. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International
Financial Reporting Standards and IFRIC interpretations and with those parts
of the Companies Act 2006 applicable to companies reporting under IFRS as
adopted by the EU.
Craven House Capital plc is a public company incorporated in the United
Kingdom under the Companies Act 2006. The address of the registered office is
given on the company information page. The Company is listed on the AIM Market
of the London Stock Exchange (ticker: CRV).
The directors have considered the definition of an investment entity in IFRS
10 as well as the associated application guidance. The directors consider that
the Company has met the definition of an investment entity. The significant
judgments and assumptions made by the directors in determining that the
Company is an investment entity are that; it has obtained funds from investors
(its shareholders) and is providing those investors with investment management
services; it commits to its investors that its business purpose is to invest
funds solely for returns from capital appreciation, investment income, or
both; and it measures and evaluates the performance of substantially all of
its investments on a fair value basis.
The main accounting implications for the preparation of the accounts as an
investment entity are that the accounts are not prepared on a consolidated
basis. Instead the Company's investments in its subsidiaries are accounted for
at fair value through its profit and loss account.
The financial statements have been prepared under the historical cost
convention, except to the extent varied below for fair value adjustments
required by accounting standards, and in accordance with applicable
International Financial Reporting Standards (IFRS) as adopted for use by the
European Union. The principal accounting policies are set out below.
The financial statements are presented in US dollars which is the Company's
functional currency. Amounts are rounded to the nearest thousand, unless
otherwise stated.
Going concern
The Company's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Investment
Manager's Report. The financial statements include the Company's objectives,
policies and processes for managing its capital; its financial risk management
objectives; details of its financial instruments; and its exposures to credit
risk and liquidity risk. The directors believe that the Company is well placed
to manage its business risks successfully. The directors have a reasonable
expectation that the Company has adequate resources to continue in operational
existence for the foreseeable future. Thus they continue to adopt the going
concern basis of accounting in preparing the annual financial statements.
The Company maintains minimal cash reserves, however in addition to the cash
on the Company's statement of financial position, sufficient cash is available
to the Company via credit facilities to ensure it is able to meet its
liabilities as they fall due and there is therefore no risk to the going
concern status of the Company.
There are currently no commitments to provide support to any subsidiary,
however the Company may elect to provide capital to its subsidiaries at any
time to further its stated Investing Policy.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
1. ACCOUNTING POLICIES - continued
The Company has applied for the first time certain amendments to the standards
Amendments to References to the Conceptual Framework in IFRS Standards
(effective for annual periods beginning on or after 1 January 2020, endorsed
by the European Union on 29 November 2019).
Amendments to IAS 1 and IAS 8: Definition of Material (effective for annual
periods beginning on or after 1 January 2020, endorsed by the European Union
29 November 2019).
Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform
(effective for annual periods beginning on or after 1 January 2020, endorsed
by the European Union on 15 January 2020).
Amendments to IFRS 3: Business Combinations (effective for annual periods
beginning on or after 1 January 2020, endorsed by the European Union on 21
April 2020).
Amendment to IFRS 16: Leases Covid 19 Related Rent Concessions (effective for
annual periods beginning on or after 1 June 2020, endorsed by the European
Union on 9 October 2020).
None of these amendments have had an effect on the Company's financial
position and performance.
The following new and revised standards and interpretations have not been
adopted by the Company, whether endorsed by the European Union or not
Amendments to IFRS 4: Insurance Contracts - deferral of IFRS 9 (effective for
annual periods beginning on or after 1 January 2021, endorsed by the European
Union on 15 December 2020).
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate
Benchmark Reform - Phase 2 (effective for annual periods beginning on or after
1 January 2021, endorsed by the European Union on 13 January 2021).
Amendments to IFRS 3: Business Combinations; IAS 16: Property, Plant and
Equipment; IAS 37: Provisions, Contingent Liabilities and Contingent Assets;
and Annual Improvements 2018-2020 (effective for annual periods beginning on
or after 1 January 2022, endorsed by the European Union on 28 June 2021).
The Company has assessed the impact of the adoption of these standards and
interpretations on its financial statements on initial adoption and do not
expect these standards to have a material impact.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
1. ACCOUNTING POLICIES - continued
Financial assets
Purchases or sales of financial assets are recognised at the date of the
transaction. Where appropriate criteria are met, the Company makes use of the
option of measuring non current investments upon initial recognition as
financial assets at fair value through profit or loss. These criteria include
that the fixed asset investment should meet the Company's published Investing
Policy and form part of the Company's managed portfolio or similar
investments. Such financial assets are carried at fair value and movements in
fair value are recognised through profit and loss. For quoted securities, fair
value is either the bid price or the last traded price, depending on the
convention of the exchange on which the investment is quoted.
Impairment of financial assets
A financial asset not classified at fair value through profit or loss is
assessed at each reporting date to determine whether there is objective
evidence that it is impaired. A financial asset is impaired if objective
evidence indicates that a loss event has occurred after the initial
recognition of the asset, and that the loss event had a negative effect on the
estimated future cash flows of that asset that can be estimated reliably.
The new impairment model requires forward looking information, which is based
on assumptions for the future movement of different economic drivers and how
these drivers will affect each other. It also requires management to assign
probability to various categories of receivables. Probability of default
constitutes a key input in measuring an ECL and entails considerable judgment;
it is an estimate of the likelihood of default over a given time horizon, the
calculation of which includes historical data, assumptions and expectation of
future conditions.
The directors have determined that the application of IFRS 9's impairment
requirements does not have a material impact on the financial statements.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
1. ACCOUNTING POLICIES - continued
Measurement
Financial assets at fair value through profit or loss are initially recognised
at fair value. Transaction costs are expensed through profit and loss.
Subsequent to initial recognition, all financial assets at fair value through
profit or loss are measured at fair value in accordance with International
Private Equity and Venture Capital Valuation ("IPEVCV") guidelines, as the
Company's business is to invest in financial assets with a view to profiting
from their total return in the form of capital growth and income. Gains and
losses arising from changes in the fair value of the financial assets at fair
value through profit or loss are presented in the year in which they arise.
Valuation of investments
A number of the Company's assets are measured at fair value for financial
reporting purposes. The Investment Manager determines the appropriate
valuation techniques and inputs for fair value measurements.
In estimating the fair value of an asset, the Investment Manager uses
market-observable data to the extent it is available. The Investment Manager
reports its findings to the Board of Directors of the Company every quarter to
explain the cause of fluctuations in the fair value of the assets.
Information about the valuation techniques and inputs used in determining the
fair value of various assets and liabilities are disclosed in notes 9 and 15.
Financial instruments that are measured subsequent to initial recognition at
fair value are grouped into Levels 1 to 3 based on the degree to which the
fair value is observable:
Level 1 fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements for those derived from inputs other than
quoted prices included within Level 1 that are observable for the assets or
liability, either directly or indirectly; and Level 3 fair value measurements
are those derived from inputs that are not based on observable market data.
a) Quoted investments
Where investments are quoted on recognised stock markets and an active market
in the shares exists, the company values those investments at closing
mid-market price on the reporting date. Where an active market does not exist
those quoted investments are valued by the application of an appropriate
valuation methodology as if the relevant investment was unquoted.
b) Unquoted investments
In estimating the fair value for an unquoted investment, the Company applies a
methodology that is appropriate in light of the nature, facts and
circumstances of the investment and its materiality in the context of the
total investment portfolio using reasonable data, market inputs, assumptions
and estimates. Any changes in the above data, market inputs, assumptions and
estimates will affect the fair value of an investment.
Financial liabilities and equity
Financial liabilities are recognised when the Company becomes party to the
contractual provisions of the financial instrument and are measured initially
at fair value adjusted for transaction costs. Financial liabilities are
measured subsequently at amortised cost using the effective interest method.
An equity instrument is any contract that evidences a residual interest in the
assets of the Company after deducting all its liabilities.
In accordance with IFRIC 19, when a financial liability is extinguished by the
issue of equity, the equity instrument issued is measured at fair value and
any difference between the financial liability extinguished and the
measurement of the equity instrument is recognised in profit and loss.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
1. ACCOUNTING POLICIES - continued
Current and deferred tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates that have
enacted by the statement of financial position date.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the statement of financial position date where
transactions or events that result in an obligation to pay more tax in the
future or a right to pay less tax in the future have occurred at the statement
of financial position date. Timing differences between the Company's taxable
profits and its results as stated in the financial information that arises
from the inclusion of gains and losses in tax assessments in periods different
from those in which they are recognised in the financial information.
A deferred tax asset is only recognised for an unused tax loss carried forward
if it is considered probable that there will be sufficient future taxable
profits against which the loss can be utilised.
Foreign currencies
In preparing the financial statements of the Company, transactions in
currencies other than the entity's functional currency are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
statement of financial position date, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the date when the fair
value was determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which
they arise except for exchange differences on monetary items receivable from
or payable to a foreign operation for which settlement is neither planned nor
likely to occur; which form part of the net investment in a foreign operation
and which are recognised in the foreign currency translation reserve.
For the purposes of presenting US dollar financial statements, the assets and
liabilities of the Company's foreign operations are expressed using exchange
rates prevailing at the statement of financial position date. Income and
expense items are translated at the average exchange rate for the period,
unless exchange rates fluctuated significantly during that period, in which
case the exchange rates at the dates of the transactions are used. Exchange
differences arising, if any, are classified as equity and recognised in a
foreign currency translation reserve.
Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the directors. The directors, who are responsible for
allocating resources and assessing performance of the operating segments, have
been identified as the senior management that make strategic decisions.
Critical accounting estimates and judgements
Preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. The estimates and associated assumptions are
based on historical experience and various other factors that are believed to
be reasonable under the circumstances, the results of which form the basis of
making judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. Further information regarding the
assumptions relied upon and sensitivity analysis around these assumptions is
provided in note 15 below.
In particular, significant areas of estimation, uncertainty and critical
judgements in applying accounting policies that have the most significant
effect on the amount recognised in the financial statements relate to the
valuation of investments.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
1. ACCOUNTING POLICIES - continued
Critical accounting estimates and judgements - continued
The Company has made a number of investments in the form of equity instruments
in private companies operating in emerging markets. The investee companies are
generally at a key stage in their development and operating in an environment
of uncertainty in capital markets. Should planned development prove
successful, the value of the Company's investment is likely to increase,
although there can be no guarantee that this will be the case. Should planned
development prove unsuccessful, there is a material risk that the Company's
investments may be impaired. The carrying amounts of investments are therefore
highly sensitive to the assumption that the strategies of these investee
companies will be successfully executed.
The directors have also determined that the Company meets IFRS 10's definition
of an investment company and that the functional currency is appropriate given
that underlying transactions, events and conditions that are most likely to
impact on the Company's performance are more closely linked to the US dollar
than GB sterling.
Share capital and share premium
Share capital represents the nominal (par) value of shares that have been
issued.
Share premium includes any premium received on issue of share capital. Any
transaction costs associated with the issuing of shares are deducted from
share premium.
2. SEGMENTAL REPORTING
The operating segment has been determined and reviewed by the directors to be
used to make strategic decisions. The directors consider there to be a single
business segment being that of investing activities, therefore there is only
one reportable segment.
3. EMPLOYEES AND DIRECTORS
2021 2020
$'000 $'000
Wages and salaries - directors' remuneration - 66
The average monthly number of employees (including
directors) during the year was as follows:
2021 2020
Directors 3 3
The Company has no employees other than the directors.
Directors' remuneration is
analysed as follows;
2021 2020
$'000 $'000
Fees:
Mr M J Pajak - 56
56
Share based payments:
Mr B S Bindra - 5
Mr C P Morrison - 5
- 10
Total - 66
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
3. EMPLOYEES AND DIRECTORS - continued
The service contracts of the directors who served during the year are as
follows:
Basic annual fee
Mr M J Pajak $nil
Mr B S Bindra $5,000**
Mr C P Morrison $5,000**
** Payable in new ordinary shares of the company at $1.00
per share and issued on a bi-annual basis.
Desmond Holdings Ltd is the Company's Investment Manager. The directors are
the key management of the Company. There were no directors (2020: none) to
whom retirement benefits were accruing under money purchase schemes.
4. OTHER INCOME
Other income in the previous year
includes dividends received of $143,214 from former joint venture, Qeton Ltd.
5. EXCEPTIONAL COSTS
Exceptional costs represent
one-off legal expenses incurred during the year of $623,076.
6. LOSS BEFORE INCOME TAX
The loss before income tax is stated after
charging:
2021 2020
$'000 $'000
Rental charges - 17
Fees payable to the Company's auditor for the audit of the Company's annual
accounts
17 17
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
7. INCOME TAX
Analysis of charge in the year
2021 2020
$'000 $'000
Current tax: - -
Deferred tax - -
Tax on loss on ordinary activities - -
2021 2020
$'000 $'000
Loss on ordinary activities before tax (2,431) (13,187)
Analysis of charge in the year
2021 2020
$'000 $'000
Loss on ordinary activities multiplied by the Company's rate of corporation
tax in the UK of 19% (2020: 19%)
(462) (2,505)
Effects of:
Intercompany balances written off - 1,360
Dividends - (27)
Disallowed legal and professional costs - 12
Investment valuation 304 1,309
Losses carried forward/(utilised) 158 (149)
Current tax charge for the year as above - -
At 31 May 2021, the Company had UK tax losses of $5,978,254 (2020:
$,4,472,598) available to be carried forward and utilised against future
taxable profits. A deferred tax asset of $1,135,868 (2020: $849,794) has not
been recognised due to uncertainties over the timing of when taxable profits
will arise.
8. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share has not been disclosed as the inclusion of the
unexercised warrants described in note 12 would be non-dilutive.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
8. EARNINGS PER SHARE - continued
Reconciliations are set out below.
2021
Earnings Weighted average Per-share amount
$'000 number of shares cents
Basic EPS
Earning attributable to ordinary shareholders
(2,431) 3,863,590 (62.92)
2020
Earnings Weighted average Per-share amount
$'000 number of shares cents
Basic EPS
Earning attributable to ordinary shareholders
(13,187) 2,888,529 (456.52)
9. INVESTMENTS
Investments at fair value through profit or loss
The Company adopted the valuation methodology prescribed in the IPEVCV
guidelines to value its investments at fair value through profit and loss.
The Company had the following holdings at 31 May 2021:
Name Holding Principal Place of Business Ownership Interest
Garimon Limited Direct UK / Sweden 29.9%
Honeydog Limited (formerly IZYRadio Limited) Direct UK / Sweden 29.9%
Rosedog Limited Direct UK / Sweden 29.9%
Bio Vitos Medical Limited (formerly YRRO Limited) Direct UK / Sweden 29.9%
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
9. INVESTMENTS -continued
Investments at fair value through profit or loss
Quoted equity investments Unquoted equity investments
$'000 $'000
Total
$'000
At 1 June 2019 8,757 18,612 27,369
Additions - 8,000 8,000
Fair value movement (4,800) (2,092) (6,892)
Transfer to Craven House Industrial Holdings Plc
(3,957) (16,520) (20,477)
At 31 May 2020 - 8,000 8,000
Fair value movement - (1,600) (1,600)
At 31 May 2021 - 6,400 6,400
As part of a group reconstruction undertaken during the previous year, the
Company's beneficial ownership of its historic portfolio was transferred to
Ordinary Shareholders via a dividend in specie of shares in its wholly owned
subsidiary, Craven Industrial Holdings Plc.
The value of Investments at 31 May 2021 represents the Company's acquisitions
during 2020 of a 29.9% interest in the above-named five UK entities. These are
all unquoted investments and have therefore been measured on a Level 3 basis
as no observable market data is available. Further information on each
investment holding is as follows;
Shares in Garimon Limited are valued at $1,600,000 representing a 29.9%
holding. This shareholding has been valued on a Price of Recent Investment
basis which the directors consider represents the best indication of the fair
value at the year end. Garimon Limited is the owner of "Magazinos.com", the
world's largest-by-content on-line media magazine and periodical content
provision service. The management of Magazinos are currently evaluating
options available to broaden Magazinos' shareholder base by means of IPO
and/or partnering with a major industry investor.
Shares in IZYRadio Limited are valued at $1,600,000 representing a 29.9%
holding. This shareholding has been valued on a Price of Recent Investment
basis which the directors consider represents the best indication of the fair
value at the year end. Post year-end this entity changed its name to "Honeydog
Limited" and became the 25% owner of the entity which owns the licence to
manufacture and distribute the chemotherapy drug, Temodex, which is used in
the treatment of brain tumours..
Shares in Rosedog Limited are valued at $1,600,000 representing a 29.9%
holding. This shareholding has been valued on a Price of Recent Investment
basis which the directors consider represents the best indication of the fair
value at the year end. Rosedog Limited the owner of TV Zinos
(www.tvzinos.com), a website which offers a number of free-to-view television
channels.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
9. INVESTMENTS - continued
Shares in Bio Vitos Medical Limited are valued at $1,600,000 representing a
29.9% holding. This shareholding has been valued on a Price of Recent
Investment basis which the directors consider represents the best indication
of the fair value at the year end. Bio Vitos Medical Limited is the owner of
all Omega-3 brands previously owned by 'Rosedog Limited' in addition to its
range of collagen products marketed under the "Ocean Skin Lab" brand. During
the course of 2021, it has expanded its product offering and now has a
portfolio of over 40 different Omega-3 supplements. Post-year end, Bio Vitos
Medical Limited entered into an agreement with Double Bond Pharmaceuticals to
acquire its license to market its patented drug 'Inofer' which is used in the
treatment of heart disease.
The businesses of all of the above portfolio investments are presently
loss-making although their cost bases are low and there is minimal committed
future expenditure, meaning that the extent and timing of the Company's
further investment in the businesses are highly controllable. The Company and
the incumbent management teams of the investee companies will continue to work
together with the aim that these businesses become financially self-sustaining
and generating surpluses within the short- to medium-term and to crystallise
additional capital value for shareholders through strategic, third-party
partnerships.
Shares in Onebas.com Ltd are valued at $nil. The Investment Manager is of the
opinion that whilst there is the prospect of future value in the domain
www.onebas.com, the lack of progress in delivering development and growth of
this domain and the highly competitive sector in which it operates (the
aggregation of freely available music content), the valuation of this
investment should be fully impaired.
10. TRADE AND OTHER RECEIVABLES
2021 2020
$'000 $'000
Current:
Prepayments and accrued income 38 46
38 46
11. CASH AND CASH EQUIVALENTS
2021 2020
$'000 $'000
Cash at bank 5 6
The amounts disclosed in the statement of cash flows in respect of cash and
cash equivalents are in respect of the following statement of financial
position amounts:
Year ended 31 May 2021
31.5.21 1.6.20
$'000 $'000
Cash and cash equivalents 5 6
Year ended 31 May 2020
31.5.20 1.6.19
$'000 $'000
Cash and cash equivalents 6 46
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
12. CALLED UP SHARE CAPITAL
Allotted, called up and fully paid
Equity shares Nominal 2021 2020
Number: Class: Value: $'000 $'000
3,863,590 (2020: 3,863,590) Ordinary $1.00 3,802 3,802
3,802 3,802
11. CASH AND CASH EQUIVALENTS
2021 2020
$'000 $'000
Cash at bank 5 6
The amounts disclosed in the statement of cash flows in respect of cash and
cash equivalents are in respect of the following statement of financial
position amounts:
Year ended 31 May 2021
31.5.21 1.6.20
$'000 $'000
Cash and cash equivalents 5 6
Year ended 31 May 2020
31.5.20 1.6.19
$'000 $'000
Cash and cash equivalents 6 46
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
12. CALLED UP SHARE CAPITAL
Allotted, called up and fully paid
Equity shares Nominal 2021 2020
Number: Class: Value: $'000 $'000
3,863,590 (2020: 3,863,590) Ordinary $1.00 3,802 3,802
3,802 3,802
The aggregate nominal values of shares include exchange differences arising
from the translation of shares at historic rates and the translation at the
rate prevailing at the date of the change in functional currency.
13. TRADE AND OTHER PAYABLES
2021 2020
$'000 $'000
Current:
Trade payables 56 226
Accruals and deferred income 31 28
87 254
14. OTHER PAYABLES
2021 2020
$'000 $'000
Non-current:
Other payables 989 -
989 -
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
15. FINANCIAL INSTRUMENTS
Financial risk management objectives and policies
Management has adopted certain policies on financial risk management with the
objective of:
i. ensuring that appropriate funding strategies are adopted to meet the
Company's short-term and long-term funding requirements taking into
consideration the cost of funding, gearing levels and cash flow projections;
ii. ensuring that appropriate strategies are also adopted to manage related
interest and currency risk funding; and
iii. ensuring that credit risks on receivables are properly managed.
Financial instrument by category
The accounting policies for financial instruments have been applied to the
line items below:
Financial assets at fair value through profit or loss
Financial instruments that are measured subsequent to initial recognition at
fair value are grouped into Levels 1 to 3 based on the degree to which the
fair value is observable:
Level 1 fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements for those derived from inputs other than
quoted prices included within Level 1 that are observable for the assets or
liability, either directly or indirectly; and
Level 3 fair value measurements are those derived from inputs that are not
based on observable market data.
Unquoted equity investments held at fair value through profit or loss are
valued in accordance with the IPEVCV guidelines as follows;
2021 2020
Investment valuation methodology $'000 $'000
Price of Recent Investment (adjusted for current facts and circumstances)
(level 3)
6,400 8,000
6,400 8,000
15. FINANCIAL INSTRUMENTS
Financial risk management objectives and policies
Management has adopted certain policies on financial risk management with the
objective of:
i. ensuring that appropriate funding strategies are adopted to meet the
Company's short-term and long-term funding requirements taking into
consideration the cost of funding, gearing levels and cash flow projections;
ii. ensuring that appropriate strategies are also adopted to manage related
interest and currency risk funding; and
iii. ensuring that credit risks on receivables are properly managed.
Financial instrument by category
The accounting policies for financial instruments have been applied to the
line items below:
Financial assets at fair value through profit or loss
Financial instruments that are measured subsequent to initial recognition at
fair value are grouped into Levels 1 to 3 based on the degree to which the
fair value is observable:
Level 1 fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements for those derived from inputs other than
quoted prices included within Level 1 that are observable for the assets or
liability, either directly or indirectly; and
Level 3 fair value measurements are those derived from inputs that are not
based on observable market data.
Unquoted equity investments held at fair value through profit or loss are
valued in accordance with the IPEVCV guidelines as follows;
2021 2020
Investment valuation methodology $'000 $'000
Price of Recent Investment (adjusted for current facts and circumstances)
(level 3)
6,400 8,000
6,400 8,000
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
15. FINANCIAL INSTRUMENTS - continued
IFRS 13 and IFRS 7 requires the directors to consider the impact of changing
one or more of the inputs used as part of the valuation process to reasonable
possible alternative assumptions.
The Level 3 valuations listed above include inputs based on non-observable
market data as outlined in note 9 above. The Investment Manager has derived a
fair value for these investments based on the value of the underlying net
assets of the respective investments and / or has considered prospective
enterprise values for these investments from the perspective of a market
participant.
The directors have considered a number of reasonable possible alternative
assumptions regarding the value of the Level 3 investments. IFRS 13 requires
an entity to disclose quantitative information about the significant
unobservable inputs used.
A summary of the unobservable inputs, judgements and estimates made in
relation to the Level 3 investments is as follows:
As of the year end, the valuation the Company's minority shareholdings in each
its investee companies has been valued on a Price of Recent Investment basis,
adjusted for current facts and circumstances, which the directors consider
represents the best indication of the fair value at the year end. All five of
these businesses are presently loss-making although their cost bases are low
and there is minimal committed future expenditure, meaning that the extent and
timing of the Company's further investment in the businesses are highly
controllable.
However, each business operates in a competitive market place and there can be
no guarantee that any of the investee companies will ultimately be successful
and that the future carrying value of these companies will not need to be
impaired. In the worst-case scenario of any one investment having to be fully
impaired, this would result in a decrease of valuation of the investment of
$1,600,000.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
15. FINANCIAL INSTRUMENTS - continued
The valuation method applied to each equity investment is that which is
considered most appropriate with regard to the stage of development of the
investee business and the IPEVCV guidelines.
All other financial instruments, including cash and cash equivalents, trade
and other receivables, trade and other payables and loans and borrowings, are
measured at amortised cost.
Due to their short-term nature, the carrying values of cash and cash
equivalents, trade and other receivables, trade and other payables and loans
and borrowings approximates their fair value.
Credit risk
The Company's credit risk is primarily attributable to other receivables.
Management has a credit policy in place and the exposure to credit risks is
monitored on an ongoing basis. In respect of other receivables, individual
credit evaluations are performed whenever necessary. The Company's maximum
exposure to credit risk is represented by loans, both those held as unquoted
investments and included in other receivables, and cash balances. The Company
monitors the financial position of borrowing entities on an ongoing basis and
is satisfied with the quality of the debt. Investment of surplus cash balances
are reviewed on an annual basis by the Company and it is satisfied with the
choice of institution. The directors have assessed the amounts owed to
connected parties for impairment in accordance with IFRS 9 and concluded that
there is no material impact.
Interest rate risk
The Company currently operates with positive cash and cash equivalents as a
result of issuing share capital in anticipation of future funding
requirements. As the Company has no borrowings from the bank and the amount of
deposits in the bank are not significant, the exposure to interest rate risk
is not significant to the Company.
Liquidity risk
The Company manages its liquidity requirements by the use of both short-term
and long-term cash flow forecasts. The Company's policy to ensure facilities
are available as required is to issue equity share capital in accordance with
agreed settlement terms with vendors or professional firms, and are typically
due within one year unless otherwise stated.
The Company maintains minimal cash reserves, however in addition to the cash
on the Company's statement of financial position, sufficient cash is available
to the Company via credit facilities to ensure it is able to meet its
liabilities as they fall due.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
15. FINANCIAL INSTRUMENTS - continued
The table below summarises the maturity profile of the Company's financial
liabilities based on contractual discounted payments.
On Less than 3 to 12 More than
Demand 3 months months 12 Months Total
Year ended 31 May 2021 $'000 $'000 $'000 $'000 $'000
Trade payables 56 - - - 56
Other payables - - - 989 989
Accruals and deferred income 31 - - - 31
87 - - 989 1,076
Year ended 31 May 2020
Trade payables 226 - - - 226
Accruals and deferred income 28 - - - 28
254 - - - 254
Price risks
The Company's securities are susceptible to price risk arising from
uncertainties about future value of its investments. This price risk is the
risk that the fair value of future cash flows will fluctuate because of
changes in market prices, whether those changes are caused by factors specific
to the individual investment or financial instrument or its holder or factors
affecting all similar financial instruments or investments traded in the
market.
During the year under review, the Company did not hedge against movements in
the value of its investments. A 10% increase/decrease in the fair value of
investments would result in a $640,000 (2020: $800,000 increase/decrease in
the net asset value).
While investments in companies whose business operations are based in emerging
markets may offer the opportunity for significant capital gains, such
investments also involve a degree of business and financial risk, in
particular for unquoted investments.
Generally, the Company is prepared to hold unquoted investments for a medium
to long time frame, in particular if an admission to trading on a stock
exchange has not yet been planned. Sale of securities in unquoted investments
may result in a discount to the book value.
Currency risks
The Company is exposed to foreign currency risk on its investments held at
fair value and adverse movements in foreign exchange rates will reduce the
values of these investments. There is no systematic hedging in foreign
currencies against such possible losses on translation/realisation.
Foreign exchange volatility is significantly reduced following the transition
to US Dollar as the Company's currency exposures are now more closely matched
to its functional and reporting currency. The Company's exposure to other
foreign currency changes is not deemed to be material as the Company's
investments are US Dollar based.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
15. FINANCIAL INSTRUMENTS - continued
Capital management
The Company's financial strategy is to utilise its resources to further grow
its portfolio. The Company keeps investors and the market informed of its
progress with its portfolio through periodic announcements and raises
additional equity finance at appropriate times. The Company regularly reviews
and manages its capital structure for the portfolio companies to maintain a
balance between the higher shareholder returns that might be possible with
certain levels of borrowing for the portfolio and the advantages and security
afforded by a sound capital position, and makes adjustments to the capital
structure of the portfolio in the light of changes in economic conditions.
Although the Company has utilised loans from shareholders to acquire
investments, it is the Company's policy as far as possible to finance its
investing activities with equity and not to have gearing in its portfolio.
At the statement of financial position date the capital structure of the
Company consisted of cash and cash equivalents and equity comprising issued
capital and reserves.
The table below sets out the Company's classification of each class of
financial assets/liabilities, their fair values (where appropriate) and under
which valuation method they are valued:
Total carrying
amount and
Level 1 Level 2 Level 3 Fair
Notes $'000 $'000 $'000 Value
$'000
31 May 2021
Loans and receivables
Trade and other receivables 10 - - 38 38
Cash and cash equivalents 11 5 - - 5
5 - 38 43
Liabilities at amortised cost
Trade and other payables 13&14 - - (1,076) (1,076)
5 - (1,038) (1,033)
Fair value through profit and loss
Investments
9 - - 6,400 6,400
5 - 5,362 5,367
31 May 2020
Loans and receivables
Trade and other receivables 10 - - 46 46
Cash and cash equivalents 11 6 - - 6
6 - 46 52
Liabilities at amortised cost
Trade and other payables 13 - - (254) (254)
Fair value through profit and loss
Investments
9 - - 8,000 8,000
6 - 7,792 7,798
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MAY 2021
16. RELATED PARTY DISCLOSURES
Transactions with subsidiaries
During the prior year, the Company made a number of payments on behalf of,
advanced and received loans to/from its subsidiary undertakings, Craven
Industrial Holdings Plc., DLC Holdings Corp., Craven House Capital North
America LLC, Craven House Angola LDA and Kwikbuild Corporation Ltd.
To facilitate the group reconstruction, all amounts due to/from DLC Holdings
Corp., Craven House Capital North America LLC, Craven House Angola LDA and
Kwikbuild Corporation Ltd were assigned to their immediate parent Craven
Industrial Holdings Plc. At the prior year end, the resultant balance of
$7,158,248 due from Craven Industrial Holdings Plc. to the Company was written
off in full.
During the year, Craven Industrial Holdings Plc made loans to and incurred
costs on behalf of the Company. At the year end, a balance of $989,320 (2020:
£Nil) was due from the Company to Craven Industrial Holdings Plc and is
subject to an interest charge of 5%. Despite the common director in Mr M J
Pajak, the board of Craven House Capital Plc do not believe that Craven House
Capital Plc or Craven Industrial Holdings Plc are able to exert control or
influence over each other and neither are accustomed to act in accordance with
instructions from the other.
Desmond Holdings Limited
Desmond Holdings Limited is the Investment Manager of the Company. Mr M J
Pajak is the sole shareholder and director of Desmond Holdings Limited.
During the year, the Company incurred management fees of $nil (2020: $211,614)
from Desmond Holdings Limited. At the year end, the balance payable of $nil
(2020: $629,529) was assigned to Craven Industrial Holdings Plc.
Also during the year, an accrual for prior year management fees in the sum
$nil (2020: $1,445,824) was waived in full. At the year end, $Nil (2020: $nil)
was due to Desmond Holdings Limited in relation to management fees.
A further $50,000 owed to Desmond Holdings Limited as at 31 May 2019 in
relation to a working capital loan was repaid in full during the prior year.
During the year interest of $nil was charged (2020: £3,530).
Sales to 7Mobile LDA
During the year, the Company's joint venture, Qeton Ltd, made sales totalling
€nil (2020: €99,950) to 7Mobile LDA. Craven House Angola Lda., a
subsidiary of the Company, has directors in common with 7Mobile Lda. As of 31
May 2020, Qeton Ltd and Craven House Angola Lda are no longer owned by the
Company.
Directors and key management
All key management personnel are directors and appropriate disclosure with
respect to them is made in note 3 of the financial statements. There are no
other contracts of significance in which any director has or had during the
year a material interest.
17. ULTIMATE CONTROLLING PARTY
The directors consider that there is no ultimate
controlling party.
18. EVENTS AFTER THE REPORTING PERIOD
None.
The Annual Results for year ended 31 May 2021 will be available to download
from the Company's website at: http://www.cravenhousecapital.com
(http://www.cravenhousecapital.com/)
This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014.
~ Ends ~
For further information please contact:
Craven House Capital Plc Tel: 0203 286 8130
Mark Pajak
www.Cravenhousecapital.com (http://www.cravenhousecapital.com/)
SI Capital Tel: 01483 413500
Broker
Nick Emerson
www.sicapital.co.uk (http://www.sicapital.co.uk/)
SPARK Advisory Partners Limited Tel: 0203 368 3550
Nominated Adviser
Matt Davis/James Keeshan
www.Sparkadvisorypartners.com (http://www.sparkadvisorypartners.com/)
About Craven House Capital:
The Company's Investing Policy is primarily to invest in or acquire a
portfolio of companies, partnerships, joint ventures, businesses or other
assets participating in the e-Commerce sector.
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