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RNS Number : 6087C Craven House Capital PLC 23 February 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Craven House Capital PLC
("Craven House" or the "Company")
Unaudited Interim Report for the period ended 30 November 2021
CRAVEN HOUSE CAPITAL PLC
INVESTMENT MANAGER'S REPORT FOR THE SIX MONTH PERIOD ENDED
30 NOVEMBER 2021
Statement by the Investment Manager
The Company's investment portfolio comprises minority shareholdings in five
Swedish-managed eCommerce businesses. The valuations of the respective
entities have remained unchanged during the period and are as follows
Investment
Value at 30 Nov 2021 Value at 31 May
2021
Shares in Garimon
Limited
$1,600,000
$1,600,000
Shares in Rosedog
Limited
$1,600,000
$1,600,000
Shares in Honeydog
Limited
$1,600,000
$1,600,000
Shares in Bio Vitos Medical Limited
$1,600,000
$1,600,000
The investee companies have each demonstrated positive progress during the
period however remain at an early stage of business development.
Desmond Holdings Ltd
Investment Manager to Craven House Capital Plc
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.
3
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2021
Six months ended Year Ended
30 Nov 2021 30 Nov 2020 31 May 2021
Note (Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
CONTINUING OPERATIONS
Changes in fair value - - (1,600)
Administrative expenses (78) (119) (208)
Exceptional costs 2 - - (623)
OPERATING LOSS (78) (119) (2,431)
LOSS BEFORE INCOME TAX (78) (119) (2,431)
Income tax 3 - - -
LOSS FOR THE PERIOD (78) (119) (2,431)
Earnings per share expressed
In cents per share:
Basic and diluted 6 (2.02) (3.08) (62.92)
4
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2021
Six months ended Year Ended
30 Nov 2021 30 Nov 2020 31 May 2021
(Unaudited) (Unaudited) (Audited)
Note $'000 $'000 $'000
ASSETS
NON-CURRENT ASSETS
Investments at fair value through
profit or loss 4 6,400 8,000 6,400
6,400 8,000 6,400
CURRENT ASSETS
Trade and other receivables 16 28 38
Cash and cash equivalents 1 3 5
17 31 43
TOTAL ASSETS 6,417 8,031 6,443
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 5 3,802 3,802 3,802
Share premium 11,153 11,153 11,153
Accumulated deficit (9,666) (7,276) (9,588)
TOTAL EQUITY 5,289 7,679 5,367
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 86 352 87
NON-CURRENT LIABILITIES
Other payables 1,042 - 989
TOTAL LIABILITIES 1,128 352 1,076
TOTAL EQUITY AND LIABILITIES 6,417 8,031 6,443
5
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2021
Called up share capital
$'000 Share premium Accumulated deficit
$'000 $'000 Total
$'000
Balance at 1 June
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 period - - (119) (119)
Balance at 30 November 2020
3,802 11,153 (7,276) 7,679
Changes in equity
Issue of share capital - - - -
Transactions with owners 3,802 11,153 (7,276) 7,679
Loss for the period - - (2,312) (2,312)
Balance at 31 May
2021 3,802 11,153 (9,588) 5,367
Changes in equity
Issue of share capital - - - -
Transactions with owners 3,802 11,153 (9,588) 5,367
Loss for the period - - (78) (78)
Balance at 30 November
2021 3,802 11,153 (9,666) 5,289
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2021
Six months ended Year Ended
30 Nov 2021 30 Nov 2020 31 May 2021
(Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
Cash flows from operating activities
Loss before income tax (78) (119) (2,431)
Adjustments for non-cash items
Fair value movement arising on investments - - 1,600
Decrease in trade and other receivables 22 18 8
(Decrease)/increase in trade and other payables (1) 98 (167)
Net cash used in operating activities (57) (3) (990)
Cash flows from financing activities
Loans received 53 - 989
Net cash from financing activities 53 - 989
Net decrease in cash and cash equivalents (4) (3) (1)
Cash and cash equivalents at the beginning
of the period 5 6 6
Cash and cash equivalents at the end of the period
1 3 5
7
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2021
1. ACCOUNTING POLICIES
General Information
Craven House Capital Plc is a 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 next annual financial statements of Craven House Capital Plc will be
prepared in accordance with applicable International Financial Reporting
Standards (IFRS) as adopted for use by the European Union. Accordingly, the
interim financial information in this report has been prepared using
accounting policies consistent with IFRS. IFRS are subject to amendment and
interpretation by the International Accounting Standards Board (IASB) and the
International Financial Reporting Interpretations Committee (IFRIC) and there
is an on-going process of review and endorsement by the European Commission.
The financial information has been prepared on the basis of the IFRS that the
directors expect to be applicable as at 31 May 2022.
The financial information has been prepared under the historical cost
convention, except to the extent varied 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 have been applied to all periods presented.
This financial information is unaudited and does not constitute statutory
financial statements within the meaning of Section 434 of the Companies Act
2006. The financial statements of the Company for the year ended 31 May 2021,
which were prepared in accordance with IFRS as adopted for use by the European
Union, have been reported on by the Company's auditors and delivered to the
Registrar of Companies. The report of the auditors was unqualified and did not
include any statement under Section 498 of the Companies Act 2006.
This financial information is presented in United States dollar, rounded to
the nearest $'000.
The directors do not propose the issuance of a dividend.
The interim financial information for the six months ended 30 November 2021
was approved by the directors on 22 February 2022.
Going concern
The directors consider that the Company is well placed
to manage its business risks successfully and 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 financial information.
8
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2021
2. Exceptional costs
Six months ended Year Ended
30 Nov 2021 30 Nov 2020 31 May 2021
(Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
One-off legal expenses - - 623
- - 623
3. Taxation
No tax charges arose in the period or in comparative periods as a result of
losses incurred.
4. Investments at fair value through profit or loss
Unquoted equity investments
$'000
Total
$'000
As at 1 June 2021 and 30 November 2021 6,400 6,400
The value of Investments represents the Company's acquisitions during 2020 of
a 29.9% interest in the below-named four 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 Honeydog 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. During the period this entity 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.
9
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2021
4. Investments at fair value through profit or loss (continued)
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 is the owner of TV Zinos
(www.tvzinos.com), a website which offers a number of free-to-view television
channels.
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. It has also 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.
5. Called up share capital
Authorised, issued and fully paid share capital as at 30 November 2021 is as
follows:
Number Class: Nominal 30 Nov 31 May
Value 2021 2021
(Unaudited) (Audited)
$'000 $'000
3,863,590 Ordinary $1.00 3,802 3,802
3,802 3,802
The aggregate nominal values of the ordinary 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.
10
The aggregate nominal values of the ordinary 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.
10
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2021
6. Earnings per share
The calculation of basic earnings per share is based on the loss attributable
to the equity holders of $78,000 divided by the weighted average number of
shares in issue during the period of 3,863,590 (six months ended 30 November
2020: loss of $119,000 and 3,863,590 shares; year ended 31 May 2021: loss of
$2,431,000 and 3,863,590 shares).
7. Related party disclosures
Craven Industrial Holdings Plc
During the period, Craven Industrial Holdings Plc paid costs on behalf of and
advanced loans to the Company. At the period end, the outstanding balance due
to Craven Industrial Holdings Plc was $1,042,196. 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.
8. Events after the reporting period
None.
11
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