RNS Number : 3924X
daVictus plc
29 April 2019
29 April 2019
DAVICTUS PLC
("DAVICTUS" OR "THE COMPANY")
FINAL RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2018
daVictus plc, (LSE: DVT), a company established to seek business opportunities in the food and beverage sector in Asia, announces its final audited results for the period ended 31 December 2018.
Highlights for the period:
- The Company has carried on in-depth discussion with shortlisted target companies
- Agreed to enter into non-binding conditional heads with Typical Dutch N.V. ("TDNV") for a restaurant concept branded as HAVANA Rolled Cigar Music Café (or simply "the HAVANA").
- The proposed transaction would constitute a reverse takeover under the Financial Conduct Authority's Listing Rules.
- Sufficient funding in hand to support administration expenses and pre-acquisition cost
The financial information set out below does not constitute the Company's statutory accounts for the period ending 31 December 2018. The financial information for 2018 is derived from the statutory accounts for that year. The auditors, Crowe UK LLP, have reported on the 2018 accounts. Their report was unqualified and did not include a reference to any matters to which the auditors draw attention by way of emphasis without qualifying their report. The financial information for 2017 is derived from the statutory accounts for that year.
The preliminary announcement has been prepared on the basis of the accounting policies as stated in the financial statements for the period ended 31 December 2018. The information included in this preliminary announcement is based on the Company's financial statements which are prepared in accordance with International Financial Reporting Standards (IFRS). The Company expects to publish full financial statements that comply with IFRS today.
The annual report and accounts is available on the Company's website at: http://www.davictus.co.uk and in hard copy to shareholders upon request to the Company Secretary, JTC Trust Company Limited at daVictus plc, 28 Esplanade, St. Helier, JERSEY, JE1 8SB
The annual report and accounts for the period ended 31 December 2018 has been uploaded to the National Storage Mechanism and will be available for viewing shortly at http://www.morningstar.co.uk/uk/NSM
For more information please contact:
daVictus plc
Robert Pincock
+603 5613 3388
Chairman's Statement
Dear Valued Shareholders,
On behalf of the Board of directors, it is my privilege to present the financial statements of daVictus Plc (the "Company" or "daVictus") for year ended 31 December 2018.
This year the Company has carried on in-depth discussion with shortlisted target companies and has agreed to enter into non-binding conditional heads with Typical Dutch N.V. ("TDNV") under which it is proposed that DaVictus acquires the intellectual property rights in a restaurant concept currently owned by TDNV, including their recipes, collection of Cuban/Havana graphics for a restaurant concept branded as HAVANA Rolled Cigar Music Café (or simply "the HAVANA").
The proposed transaction would constitute a reverse takeover under the Financial Conduct Authority's Listing Rules. Accordingly, trading in the ordinary shares of the Company on the London Stock Exchange's main market for listed securities was suspended.
The Board strongly believe this acquisition of the HAVANA will give a positive outlook to the Company and drive shareholder returns. We will continue to oversee performance of our restaurant franchise businesses closely, ensuring that the Company executes its strategy with financial discipline and with integrity.
I look forward to the year ahead with gratitude to our shareholders for their continued support.
Abd Hadi Bin Abd Majid
Chairman
29 April 2019
Operational and Financial Review
During the year, the Board went through comprehensive review of several opportunities and shortlisted the companies for target acquisition. Examples of those we investigated are as below:
1. A coffee chain based in Singapore, which had been running for approximately 7 years and now operated 15 outlets in Singapore. The chain imported and roasted all of their own beans and therefore could be considered an artisanal operation. Initial discussions regarding the establishment of potential franchises in Thailand and Vietnam had taken place.
2. A bar/restaurant chain established in Australia with over 60 venues and was looking to expand. The group had recently expanded into Singapore and were potentially looking to enter into further markets in Asia.
3. HAVANA Rolled Cigar Music Café ("the HAVANA"). , a Cuban-themed restaurant concept currently owned by TDNV. TDNV developed recipes, collection of Cuban/Havana graphics for a restaurant concept branded, cigar, and Standard procedures of operation. The Company was looking for an investor who is able to roll out this Cuban-themed restaurant concept to Asia.
The Directors conducted feasibility analysis in these opportunities and agreed to acquire HAVANA Rolled Cigar Music Café's intellectual properties including restaurant concept brand and Standard of Procedure. This provides a low cost entry into the restaurant franchise business that comes complete with identifiable history, culture, art and music settings
Financial risk management objectives and policies
The Company does not at present enter into any forward exchange rate contracts or any other hedging arrangements. The main financial risks arising from the Company's activities are cash flow interest rate risk, liquidity risk, price risk (fair value) and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised as:
Cash flow interest rate risk - the Company's exposure to the risk of changes in market interest rates relates primarily to the Company's overdraft accounts with major banking institutions.
The Company's policy is to manage its interest income, when received, using a mixture of fixed and floating rate deposit accounts.
Liquidity risk - the Company raises funds as required on the basis of budgeted expenditure and inflows. When funds are sought, the Company balances the costs and benefits of equity and debt financing. When funds are received, they are deposited with banks of high standing in order to obtain market interest rates.
Price risk - the carrying amount of the following financial assets and liabilities are approximate to their fair value due to their short term nature: cash accounts, accounts receivable and accounts payable.
Credit risk - with respect to credit risk arising from other financial assets of the Company, which comprise cash and time deposits and accounts receivable, the Company's exposure to credit risk arises from default of the counterparty, with a minimum exposure equal to the carrying amount of these instruments. The credit risk on cash is limited as cash is placed with substantial financial institutions.
Statement of Comprehensive Income
for year ended 31 December 2018
Note
Year ended 31 December 2018
Year ended 31 December 2017
£
£
Income
Interest Income
1,081
106
Administrative expenses
(142,458)
(141,854)
Operating loss and loss before taxation
4
(141,377)
(141,748)
Taxation
5
-
-
Loss for the year
(141,377)
(141,748)
Loss per share
Basic and diluted (pence per share)
6
(1.26)
(1.26)
The notes to the financial statements form an integral part of these financial statements
There is no other comprehensive income (2017: £nil).
Statement of Financial Position
as at 31 December 2018
Note
As at 31 December 2018
As at 31 December 2017
Assets
£
£
Current assets
Cash and cash equivalents
7
355,629
484,390
Total current assets
355,629
484,390
Total assets
355,629
484,390
Equity and liabilities
Capital and reserves
Stated capital
8
1,053,400
1,053,400
Retained loss
(727,659)
(586,282)
Total equity
325,741
467,118
Liabilities
Current liabilities
Other payables
9
29,888
17,272
Total liabilities
29,888
17,272
Total equity and liabilities
355,629
484,390
The notes to the financial statements form an integral part of these financial statements
Statement of Changes in Equity
For the year ended 31 December 2018
Stated capital
Retained loss
Total
£
£
£
As at 1 January 2018
1,053,400
(586,282)
467,118
Loss for the period
-
(141,377)
(139,138)
Total comprehensive loss for the period
-
(141,377)
(139,138)
As at 31 December 2018
1,053,400
(727,659)
327,981
For the year ended 31 December 2017
Stated capital
Retained loss
Total
£
£
£
As at 1 January 2017
1,053,400
(444,534)
608,866
Loss for the period
-
(141,748)
(141,748)
Total comprehensive loss for the period
-
(141,748)
(141,748)
As at 31 December 2017
1,053,400
(586,282)
467,118
The notes to the financial statements form an integral part of these financial statements
Statement of Cash Flows
for the year ended 31 December 2018
Year ended 31 December 2018
Year ended 31 December 2017
Note
£
£
Cash flow from operating activities
Operating loss
(141,377)
(141,748)
Changes in working capital
Increase/ (decrease) in trade and other payables
12,616
(6,082)
Net cash used in operating activities
(128,761)
(147,830)
Decrease in cash and cash equivalents
(128,761)
(147,830)
Cash and cash equivalents at beginning of the period
484,390
632,220
Cash and cash equivalents at end of the period
355,629
484,390
The notes to the financial statements form an integral part of these financial statements
Notes to the financial statements
1. General information
The Company was incorporated as a public company under the Companies (Jersey) Law 1991 as amended on 1 January 2018 and had not commenced substantive operations during the period under review.
The registered office is 28 Esplanade, St. Helier, JERSEY, JE1 8SB. The Company has been formed to undertake one or more acquisitions of businesses (either shares or assets) which operate in or own Australian, European and/or North American food and beverage ("Western F&B") eatery franchises in South East Asia and/or the Far East.
The financial statements of the Company are presented in British Pound Sterling ("£").
2. Summary of significant accounting policies
The Board has reviewed the accounting policies set out below and considers them to be the most appropriate to the Company's business activities.
a) Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use by the European Union, and effective, or issued and early adopted, as at the date of these statements. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Company. The Directors anticipate that all of the pronouncements will be adopted in the Company's accounting policies for the first period beginning on or after the effective date of the pronouncement.
The Company has not early adopted amended standards and interpretations which are currently in issue but not effective for accounting periods commencing on 1 January 2019 as adopted by the EU. The Directors do not anticipate that the adoption of standards and interpretations will have a material impact on the Company's financial statements in the periods of initial application.
b) Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the Directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company for being non-trading company.
2. Summary of significant accounting policies (continued)
c) Going concern
The financial statement have been prepared on a going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future.
d) Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term investments to be cash equivalents.
e) Taxation
The tax currently payable is based on the taxable profit for the period. 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 periods 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 been enacted or substantively enacted by the balance sheet date.
Deferred income tax is provided for using the liability method on temporary timing differences at the balance sheet date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised. The carrying amount of deferred income tax assets is assessed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to be recovered.
f) Financial assets
Financial assets are classified as either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.
2. Summary of significant accounting policies (continued)
f) Financial assets (continued)
As at the balance sheet date, the Company holds financial assets as loans and receivable.
g) Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities measured at amortised cost.
Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading or it is designated as such upon initial recognition.
Other financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.
h) Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.
i) Segmental reporting
The Directors are of the opinion that the business comprises of a single economic activity, that of an investment company.
Therefore the financial information of the single segment is the same as that set out in the Company statement of comprehensive income, Company statement of financial position, the Company statement of changes to equity and the Company statement of Cash flows.
3. Critical accounting estimates and judgements
The Company's nature of operations is to act as a special purpose acquisition company. Thus significantly reduces the level of estimates and assumptions required. The Directors do not consider there to be any critical accounting estimates and judgements that require to be separately reported.
4. Loss before income tax
The loss before income tax is stated after charging:
2018
2017
£
£
Director emoluments
29,000
29,000
Fees payable to the Company's auditors - Audit of the Company's financial statements
9,000
11,000
Secretarial services fees
19,008
18,372
Professional fees
36,000
36,575
5. Income tax
The Company is not a "Financial Services Company" registered under the relevant Jersey laws; or a specified utility company and therefore it is subject to Jersey income tax at the general rate of Nil percent. If the Company derives any income from Jersey property, including development of land or quarrying, such income will be subject to tax at the rate of 20 per cent. It is not expected that the Company will derive any such income.
6. Loss per share
The calculation of loss per share is based on the following loss and number of shares:
2018
2017
Loss for the year from continuing operations (£)
141,377
141,748
Weighted average shares in issue (unit)
11,250,000
11,250,000
Loss per share (pence per share)
1.26
1.26
Basic loss per share is calculated by dividing the loss for the year from continuing operations of the Company by the weighted average number of Ordinary Shares in issue during the year.
There are no potential dilutive shares in issue therefore the diluted loss per share has not been calculated.
7. Cash and cash equivalents
2018
2017
£
£
Bank accounts
355,629
484,640
8. Stated capital
Number of Ordinary Shares
£
As at 1 January 2018 and 31 December 2018
11,250,000
1,053,400
9. Other payables
2018
2017
£
£
Other creditors
17,331
6,954
Amount due to Director
318
318
Accruals
12,239
10,000
29,888
17,272
Amounts due to a Director represents director's fees payable as at the end of the reporting period. These amounts are interest free and repayable on demand.
10. Directors' emoluments
The details concerning Directors' emoluments are as follow:
2018
2017
Name of Director
£
£
Robert Logan Pincock
15,000
15,000
Abd Hadi bin Abd Majid
10,000
10,000
Maurice James Malcolm Groat
4,000
4,000
There are no other employment benefits offered to the Directors.
The Directors are considered to be the Company's key management.
11. Financial instruments
The Company's principal financial instruments comprise cash and cash equivalents and trade and other payables. The Company's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in Note 3. The Company does not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:
2018
2017
£
£
Cash and cash equivalents
355,629
484,390
Financial liabilities measured at amortised cost
(29,888)
(17,272)
a) Liquidity risk
The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Company takes liquidity risk into consideration when deciding its sources of funds.
b) Credit risk
The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.
c) Capital risk management
The Company defines capital as the total equity of the Company. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
d) Fair value of financial assets and liabilities
There are no material differences between the fair value of the Company's financial assets and liabilities and their carrying values in the financial information.
12. Staff costs
During year ended 31 December 2018, there were no staff costs, as the Company, other than the Director's fees as disclosed in note 10. The Company employed no staff.
13. Related party transactions
Included within current liabilities is an amount of £318 (2017: £318) owing to Abd Hadi bin Abd Majid, a Director.
14. Subsequent events
On 31 January 2019, Bird & Bird LLP was engaged as the Company's legal advisors to work with The Company on proposed purchase of target companies, which will be a reverse takeover for the purpose of the Listing rules of UKLA.
On 20 February 2019, the Company announced that it is proposing to enter into non-binding conditional heads of terms with Typical Dutch N.V. ("TDNV") under which it is proposed that daVictus acquires the intellectual property rights in a restaurant concept currently owned by TDNV. Accordingly, trading in the ordinary shares of the Company on the London Stock Exchange's main market for listed securities was suspended.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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FR GCGDSDXDBGCC
