REG - daVictus Plc - Annual Financial Report 2018
23 April 2018
DAVICTUS PLC
("DAVICTUS" OR "THE COMPANY")
FINAL RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2017
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 2017.
Highlights for the period:
- Extensive review of potential target investment businesses
- Shortlisted companies were analyzed and reviewed by the board
- None of those companies have been selected for investment by the Company as yet although discussions with a number of those companies continues
- 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 2017. The financial information for 2017 is derived from the statutory accounts for that year. The auditors, Crowe Clark Whitehill LLP, have reported on the 2017 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 2016 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 2017. 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, Minerva Trust Company Limited at daVictus plc, The Le Gallais Building, 54 Bath Street, St Helier, Jersey, JE1 8SB.
The annual report and accounts for the period ended 31 December 2017 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,
It gives me great pleasure to present the audited financial statements of daVictus Plc (the "Company" or "daVictus") for year ended 31 December 2017.
Throughout 2017, the Company sought to identify a number of target companies or businesses in the food and beverages ("F&B") sector which operate in,own or are seeking to expand its Western food and beverage F&B eatery franchises in South East Asia and/or the Far East.
Although the Directors have carried out a comprehensive and thorough investment review of a number of prospective franchises in the F&B sector with high growth prospects, unfortunately none of the potential target businesses has met the necessary criteria for selection for investment to-date.
While we continue our efforts to conclude one or more of those potential investments and to identify potential further target businesses for acquisition/investment, the Company has sufficient funds for general corporate purposes and pre-acquisition activities, including on-going costs and expenses such as Directors' fees and salaries, due diligence costs and other costs of sourcing, reviewing and pursuing acquisitions.
I look forward to the year ahead, with gratitude to our shareholders for their continued support.
Abd Hadi Bin Abd Majid
Chairman
23 April 2018
Operational and Financial Review
During the year, several potential investment opportunities were identified by the Company and were either actively reviewed or rejected for not meeting the Board's selection criteria. Examples of those opportunities we investigated included:
1. A joint venture partnership with a beverage manufacturing company based in the UK with annual revenues in excess of GBP200 Million. The Directors have held discussions with the company about forming a joint venture partnership with them and continues to maintain an open dialogue with the board of the company. However, nothing has been concluded so far in this regard.
2. An investment in a premium UK ice cream manufacturer which is seeking to explore potential expansion opportunities into SE Asia (Hong Kong and Singapore, in particular), where imported premium ice creams are experiencing a noticeable rise in demand. . The discussions with the target company are still on-going , in particular regarding the anticipated cost projections for the business and its proposed business model.
3. An investment in a premium European artisan bakery and coffee shop business seeking to increase its presence and expand its operations in South East Asia. The Board are currently in early stage discussions with the company.
Whilst discussions with each of these parties continues, there can be no certainty that any of the transactions will be concluded successfully and the Company will therefore update shareholders as and when any of these investments progresses.
The Directors believe that the initial 3 year investment period should be sufficient to consummate a suitable transaction. However, should it transpire that this period is not sufficient then there will be a requirement for the investment period to be extended. The Company is flexible in its approach but will proceed only with opportunities that are of sufficient quality.
Financial risk management objectives and policies
The Company does not enter at present 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 2017
Note
Year ended
31 December 2017
Year ended
31 December 2016
£
£
Income
Interest Income
106
321
Listing expenses
-
(8,800)
Administrative expenses
(141,854)
(214,835)
Operating loss
(141,748
(223,314)
Interest payable and similar charges
-
-
Loss before taxation
4
(141,748)
(223,314)
Taxation
5
-
-
Loss for the year
(141,74)
(223,314)
Other comprehensive loss for the year
-
-
Total comprehensive loss for the year attributable to the equity owners
(141,748)
(223,314)
Loss per share
Basic and diluted (pence per share)
6
(1.26)
(2.13)
The notes to the financial statements form an integral part of these financial statements
Statement of Financial Position
as at 31 December 2017
Note
As at
31 December 2017
As at
31 December 2016
Assets
£
£
Current assets
Cash and cash equivalents
7
484,390
632,220
Total current assets
484,390
632,220
Total assets
484,390
632,220
Equity and liabilities
Capital and reserves
Stated capital
8
1,053,400
1,053,400
Retained earnings
(586,282)
(444,534)
Total equity
467,118
608,866
Liabilities
Current liabilities
Other payables
9
17,272
23,354
Total liabilities
17,272
23,354
Total equity and liabilities
484,390
632,220
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 2017
Stated capital
Retained earnings
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)
Shares issued on incorporation
-
-
-
Issue of ordinary shares
-
-
-
As at 31 December 2017
1,053,400
(586,282)
467,118
For the year ended 31 December 2016
Stated capital
Retained earnings
Total
£
£
£
As at 1 January 2016
125,000
(221,220)
(96,220)
Loss for the period
-
(223,314)
(223,314)
Total comprehensive loss for the period
-
(223,314)
(223,314)
Issue of ordinary shares
1,000,000
-
1,000,000
Share issuance costs
(71,600)
-
(71,600)
As at 31 December 2016
1,053,400
(444,534)
608,866
The notes to the financial statements form an integral part of these financial statements
Statement of Cash Flows
for the year ended 31 December 2017
Year ended
31 December 2017
Year ended
31 December 2016
Note
£
£
Cash flow from operating activities
Operating loss
(141,748)
(223,314)
Changes in working capital
Decrease in trade and other payables
(6,082)
(88,616)
Net cash used in operating activities
(147,830)
(311,930)
Cash flows from financing activities
Proceeds from issuance of shares net of issue costs
-
928,400
Net cash generated from financing activities
-
928,400
(Decrease)/ increase in cash and cash equivalents
(147,830)
616,470
Cash and cash equivalents at beginning of the period
632,220
15,750
Cash and cash equivalents at end of the period
484,390
632,220
The notes to the financial statements form an integral part of these 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 of the Company changed on 3 April 2018 from 43/45 La Motte Street, St. Helier, Jersey JE4 8SD to The Le Gallais Building, 54 Bath Street, 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 information of the Company is 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 2017 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.
c) Going concern
This financial statement has 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 within the scope of IAS 39 are classified as either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
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.
As at the balance sheet date, the Company did not have any financial assets at fair value through profit or loss, and in the categories of held-to-maturity investments and available-for-sale financial assets.
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 to 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 Company incurred incremental costs totalling £80,400 of its listing on 29 January 2016 and the associate issue of new share. IAS 32 "Financial Instrument: Presentation" requires the costs of issuing new shares be charged against the share premium account within equity.
Management reviewed the incremental costs to identify those solely incurred in issuing new shares, those incurred in connection with the entire share capital have been apportioned to the issue of the new shares by reference to the number of new shares compared to the entire share capital.
Further to this management had debited £71,600 against share premium and charged remaining £8,800 to administrative expenses in the year ended 31 December 2016.
4. Loss before income tax
The loss before income tax is stated after charging:
2017
2016
£
£
Director emoluments
29,000
29,000
Fees payable to the Company's auditors
- Audit of the Company's financial statements
11,000
10,000
Secretarial services fees
18,372
26,089
Professional fees
36,575
144,415
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 per cent. 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:
2017
2016
Loss for the year from continuing operations (£)
141,748
223,314
Weighted average shares in issue (unit)
11,250,000
10,482,877
Loss per share (pence per share)
1.26
2.13
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
2017
2016
£
£
Bank accounts
484,640
632,220
8. Stated capital
Summary of stated capital and movements during the year
Number of
Ordinary Shares
£
As at 1 January 2016
1,250,000
1,250,000
IPO issuance in January 2016
10,000,000
10,000,000
Share issuance costs
-
(71,600)
As at 31 December 2016
11,250,000
1,053,400
Share issuance costs
-
-
As at 31 December 2017
11,250,000
1,053,400
On 29 January 2016, the Company issued 10,000,000 Ordinary shares of £0.10 each at no par value as part of the Initial Public Offering of the Company's shares.
9. Other payables
2017
2016
Current:
£
£
Other creditors
6,954
13,036
Amount due to Director
318
318
Accruals
10,000
10,000
17,272
23,354
Amounts due to the Director represent director fee 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:
2017
2016
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 key management.
11. Financial instruments
The Company's principal financial instruments comprise cash and cash equivalents, trade and other receivables 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 do not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:
2017
2016
£
£
Cash and cash equivalents
484,390
632,220
Financial liabilities measured at amortised cost
(17,272)
(23,354)
11. Financial instruments (continued)
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 2017, there were no staff costs, as the Company, other than the Director's fees as disclosed in note 10, employed no staff.
13. Related party:
Included within current liability is an amount of £318 (2016: £318) owing to Abd Hadi bin Abd Majid, a Director.
14. Subsequent events
There were no subsequent events after the reporting period.
This information is provided by RNSThe company news service from the London Stock ExchangeENDACSIIMRTMBMTMPP
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