REG - Electric Guitar PLC - Interim Results

Electric GuitarAnnouncement

24/11/2023 08:15

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RNS Number : 5995U  Electric Guitar PLC  24 November 2023

 

24 November 2023

Electric Guitar PLC

("Electric Guitar" or the "Company")

 

Interim Results for the six months ended 30 September 2023

 

Electric Guitar PLC (LSE: ELEG), the Special Purpose Acquisition Company
seeking acquisitions in the digital marketing and advertising industry as a
provider of first-party data solutions, is pleased to announce its unaudited
interim results for the six months ended 30 September 2023.

Highlights

In the six months to 30 September 2023, Electric Guitar PLC (LSE: ELEG) has
made significant progress in its mission to become the provider of choice of
first-party data solutions for the marketing and advertising industry,
empowering businesses to realise the value of their first-party data. In an
era of changing consumer attitudes towards the use of their data, tighter
privacy legislation, and the demise of third-party cookies, first-party data
is now the key to success in digital marketing.

The Company has continued to trade as a Special Purpose Acquisition Company
since it was listed on the Standard Segment of the FCA Official List and Main
Market of the London Stock Exchange ("LSE") in January 2022. In April 2023,
Richard Horwood, an experienced corporate financier and media-tech
entrepreneur and manager, joined the Board of the Company to help it continue
to seek out and secure potential acquisitions, and he has since been appointed
Chief Operating Officer. In September 2023, the Company appointed experienced
chartered accountant, Ben Lister, as Chief Financial Officer.

On 6 July 2023, the Company entered into non-binding heads of terms to acquire
(through a reverse takeover subject to, inter alia due diligence and
shareholder approval) all the outstanding shares in 3radical Limited
("3radical"), in an all-share transaction valuing 3radical at £3m subject to
adjustments. Accordingly, trading in Electric Guitar PLC's shares was
suspended pending the intended completion of the acquisition in accordance
with the applicable Listing Rules.

The Company has engaged advisers to assist it in the detailed due diligence of
3radical, as well as the proposed transfer of the Company's listing to the
LSE's AIM market, with a view to facilitating a fundraising at the same time
and, in so doing, the Company has inevitably incurred significant costs.
Accordingly, on 27 October 2023, the Company secured a £250,000 loan facility
from its largest shareholder, Sanderson Capital, to help fund it to complete
its first acquisition.

Chair's Statement

I am pleased to present the Company's unaudited interim results for the six
months ended 30 September 2023.

Following the Company's listing at the start of last year, we have actively
investigated many potential acquisitions in pursuit of our mission to become
the provider of choice of first-party data solutions through acquisitions and
investments in the marketing and advertising industry.  Key to our approach
has been to identify, as our first acquisition, a business that can act as a
solid platform for growth, both organically and through adding complementary
acquisitions.

On 6 July 2023, we agreed in principle to the acquisition of 3radical. In
3radical, we have found a company with an experienced management team and a
well-established software platform already in use by major clients around the
world. 3radical's Voco software platform helps marketers engage their
customers, securing the valuable first-party data that marketers increasingly
need as third-party cookies are progressively removed. In an era of changing
consumer attitudes towards the use of their data, tighter privacy legislation,
and the demise of third-party cookies, first-party data is now the key to
success in digital marketing.

Google Chrome has announced it will follow Apple and others in blocking
cookies from advertisers by the end of next year, resulting in the vast
majority of the online advertising industry becoming cookie-free. 3radical's
Voco is therefore well positioned to capitalise on this structural shift, as
brands and businesses increasingly need to acquire data themselves.

Electric Guitar continues to investigate further acquisitions and investments
in the sector. As we progress with this strategy, 3radical should also benefit
from collaborations with other such service providers offering complementary
products and services, both by accessing new clients and markets for its
services, as well as by combining with them in sales to its existing
customers.

The Company continues to benefit greatly from the experience, commitment and
expertise of its management team led by John Regan, Chief Executive Officer,
and from the quality of its advisers. In April 2023, Richard Horwood, an
experienced corporate financier and media-tech entrepreneur and manager,
joined the Board of Electric Guitar to help it continue to seek out and secure
potential acquisitions. Richard has since been appointed Chief Operating
Officer. In September 2023, the Company appointed experienced chartered
accountant Ben Lister as Chief Financial Officer. I would also like to thank
Sanderson Capital for their continued support.

 

John C Hutchinson

Chair

Date: 23 November 2023

MANAGEMENT REPORT

For the six months ended 30 September 2023

Principal activities

The Company was incorporated on 24 March 2021 in England and Wales as a
private company and it was re-registered as a public company on 24 June 2021.
Subsequently, on 11 January 2022, the Company was listed on the Official List
and the Main Market of the LSE pursuant to Chapter 14 of the Listing Rules
(which sets out the requirements for Standard Listings). The principal
activity of the Company during the period to 30 September 2023 was, and
continues to be, that of identifying potential companies, businesses, or
assets for acquisition.

Principal risks and uncertainties

The principal risks currently faced by the Company relate to:

Inability to fund operations pre-acquisition

In order to continue operations to the point where the Company is able to
complete an acquisition, particularly if the acquisition is not completed by
the Initial Acquisition Deadline of 11 January 2024, (being 24 months from the
date on which the Company listed on the LSE), the Company will need to ensure
that it has sufficient funds to meet all its listing and operating expenses
through to completion. The Company currently has limited working capital. Post
balance-sheet, the Company has secured a £250,000 loan from Sanderson Capital
Partners Limited, the principal shareholder in Electric Guitar, subject to
certain conditions.

The company's relationship with the directors and conflicts of interest

The Company is dependent on the directors to identify potential acquisition
opportunities and to execute acquisitions. John Regan and Richard Horwood are
executive directors and have committed their whole time to the Company's
business. Non-executive directors will allocate a portion of their time to
other businesses which may lead to the potential for conflicts of interest in
their determination as to how much time to assign to the Company's affairs.

The proposed acquisition of 3radical Ltd may not be completed

If the company does not complete the proposed acquisition, it may not be able
to fulfil its objectives and will likely require additional working capital,
or proposals put to shareholders as to the future of the Company. In addition,
if the acquisition is not completed, the Company may be left with substantial
transaction costs.

Risks inherent in the proposed acquisition of 3radical

Although the Company and the directors evaluate the risks inherent in a
particular target, they cannot offer any further assurance that all the
significant risk factors can be identified or properly assessed.

Reliance on external advisors

The directors rely on external advisors to help assess the proposed
acquisition and there is a risk that such advisors fail to perform as
required.

Failure to obtain additional financing to complete an acquisition or fund a target's operations

There is no guarantee that the Company will be able to obtain any additional
financing needed to either complete an acquisition or to implement its plans
post-acquisition or, if available, to obtain such financing on terms which are
reasonable to the Company. In that event, the Company may be compelled to
restructure or abandon the acquisition or proceed with the acquisition on less
favourable terms, which may reduce the Company's return on investment. The
failure to secure additional financing on acceptable terms could have a
material adverse effect on the continued development or growth of the Company
and the acquired business.

Reliance on income from the acquired activities

Following an acquisition, the Company may be dependent on the income generated
by the acquired business or from the subsequent divestment of the acquired
business to meet the Company's expenses. If the acquired business is unable to
provide sufficient funds to the Company, the Company may be unable to pay its
expenses or make distributions and dividends on the ordinary shares.

Restrictions in offering ordinary shares as consideration for an acquisition or requirements to provide alternative consideration

In certain jurisdictions, there may be legal, regulatory, or practical
restrictions on the Company using its ordinary shares as consideration for an
acquisition or which may mean that the Company is required to provide
alternative forms of consideration. Such restrictions may limit the Company's
acquisition opportunities or make a certain acquisition more costly, which may
have an adverse effect on the results of operations of the Company.

Financial review

For the six months ended 30 September 2023, the Company reports a net loss of
£590,504 (2022: net loss of £371,680). During the six months to 30 September
2023, the Company has incurred significant costs relating to the due diligence
of potential acquisitions and the acquisition of 3radical, resulting in net
operating cash outflow of £396,031 (2022: outflow of £337,575). At 30
September 2023, the Company held cash of £95,605 (2022: £658,756).

Directors

The following Directors have held office during this period:

John P Regan               (CEO)

John C Hutchinson       (Chair)

Sarfraz Munshi            (NED)

Richard J Horwood      (COO)              (Appointed 1 April
2023)

 

 

DIRECTORS RESPONSIBILITY STATEMENT

For the six months ended 30 September 2023

Each of the Directors confirms that to the best of their knowledge:

 

•    The interim financial statements have been prepared in accordance
with IAS 34 'Interim   Financial Reporting' as contained in UK-adopted
International Accounting Standards.

 

•    The interim financial statements include a fair review of the
information required by DTR 4.2.7R (indication of important events during the
first six months of the financial year and their impact on the condensed
financial statements and description of principal risks and uncertainties for
the remaining six months of the financial year); and

 

•    The interim financial statements include a fair review of the
information required by DTR 4.2.8R (disclosures about related parties
transactions during the first six months of the financial year that materially
affected the financial position or performance in that period and changes in
related parties transactions described in the annual report that could
materially affect the financial position or performance in that period).

 

UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 September 2023

                                             Six months to 30 September 2023                       Six months to

30 September 2022
                                              (unaudited)                                           (unaudited)
                                      Notes   £                                                     £

 Administrative Expenses              4      (181,809)                                             (108,502)

 Operating Loss                              (178,248)                                             (78,815)

 Exceptional Costs                    5      (414,761)                                             (264,998)
 Finance income                                              6,067                                                 1,819

 Loss before income tax                      (590,504)                                             (371,681)

 Income Tax                                                        -
 Loss and other comprehensive income         (590,504)                                             (371,680)

 Loss per Share
 Basic and diluted loss per share**   6      (1.02)                                                (0.64)

 

All items in the above statement derive from continuing operations.

There was no other comprehensive income for the 6 months to 30 September 2023
(30 September 2022: £nil)

** Series A & B Warrants were issued by the company to officers and
suppliers respectively.  The share warrants are not considered to have any
dilutive effect as the average market price of the ordinary shares during the
period did not exceed the exercise price of the warrants.

 

The notes on the following pages form part of these financial statements.

 

UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION

30 September 2023

 

                                      30 September 2023      31 March 2023
                                      (unaudited)             (audited)
                               Notes   £                     £
 ASSETS
 CURRENT ASSETS
 Trade and other receivables   7      92,350                 29,533
 Cash and cash equivalents            95,605                 491,635
                                       187,955                521,168

 TOTAL ASSETS                          187,955                521,168

 EQUITY
 SHAREHOLDERS' EQUITY
 Share capital                 8      289,314                289,314
 Share premium                        948,629                948,629
 Accumulated losses                   (1,373,580)            (783,077)

 TOTAL EQUITY                         (135,637)               454,866

 LIABILITIES
 CURRENT LIABILITIES
 Trade and other payables      9      323,592                66,302

 TOTAL LIABILITIES                    323,592                66,302

 TOTAL EQUITY AND LIABILITIES          187,955                521,168

 

The notes on the following pages form part of these financial statements.

 

UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 September 2023

 

                                              Share         Share Premium      Retained Earnings      Total

Capital
                                              £             £                  £                      £

 At 1 April 2022                              289,314        948,629           (245,386)               992,556

 Comprehensive income
 Loss for the period                          -             -                  (371,680)              (371,680)

 Total comprehensive loss for the period      -             -                  (371,680)              (371,680)

 At 30 September 2022 (unaudited)             289,314        948,629           (617,067)               620,876

 Comprehensive income for the year
 Loss for the year                            -             -                  (537,690)              (537,690)

 Total comprehensive loss for the year        -             -                  (537,690)              (537,690)

 At 31 March 2023 (audited)                   289,314        948,629           (783,077)               454,867

 Comprehensive income for the period
 Loss for the period                          -             -                  (590,504)              (590,504)

 Total comprehensive loss for the period      -             -                  (590,504)              (590,504)

 At 30 September 2023 (unaudited)             289,314        948,629           (1,373,580)            (135,637)

 

The notes on the following pages form part of these financial statements.

 

 

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For the six months ended 30 September 2023

 

                                                               Six months to           Six months to

30 September 2023
30 September 2022
                                                               (unaudited)             (unaudited)
                                                               £                       £

 Cash flow from operating activities
 (Loss) for the period                                         (590,504)               (371,680)

 Adjustments for:
 Finance income                                                (6,067)                 (1,819)
 (Increase) / decrease in trade and other receivables          (62,817)                12,158
 Increase in trade and other payables                          257,290                 21,947
 Net cash used in operating activities                         (402,097)               (339,394)

 Cash flow from investing activities
 Finance income                                                6,067                   1,819
 Net cash from in investing activities                          6,067                   1,819

 Net cash from financing activities                            -                       -

 Net (decrease) in cash and cash equivalents                   (396,030)               (337,575)

 Cash and cash equivalents at the beginning of the period      491,635                 996,331

 Cash and cash equivalents at the end of the period             95,605                  658,756

 

The notes on the following pages form part of these financial statements.

 

NOTES TO THE INTERIM FINANCIAL STATEMENTS

For the six months ended 30 September 2023

1.   General information

Electric Guitar Plc is a public limited company, registered in England and
Wales. The company's registered office is One Bartholomew Close, London, EC1A
7BL. The Company's principal activities and the nature of its operations are
disclosed in the director's report.

The interim financial statements are neither audited nor reviewed by statutory
auditors of the Company.

2.   Accounting policies
2.1.      Basis of preparation

The financial statements have been prepared under historical cost convention,
in accordance with UK adopted International Financial Reporting Standards (UK
adopted IFRS).

The following accounting principles have been applied:

2.2.      Going concern

The financial statements have been prepared on a going concern basis. The
board has assessed the Company's financial position at 30 September 2023 and
the factors that may impact the Company for a period of up to 12 months from
the date of these financial statements were signed.

The Company is a special purpose acquisition company (SPAC) that has been
formed for the sole purpose of effecting a business combination. The Company
has a period of 24 months from the date on which the Company listed on the
London Stock Exchange, which was 11 January 2022, to do so. In the absence of
a business combination by the business combination deadline (11 January 2024),
the Company would have to seek approval from the shareholders at a general
meeting for the Company to continue to pursue an acquisition for one more year
from the date of the business combination deadline, in default of which it
will cease all operations except to commence a members' voluntary liquidation
and redeem the ordinary shares as per the January 2022 prospectus.

The Company has considered its ability to continue as a going concern for a
period of at least 12 months from the date of signing the financial
statements. The Company has also considered what the business could look like
post-completion of a business combination, which includes working capital
requirements during the going concern period.

The key assumptions used in the financial forecast relevant to the going
concern assessment include:

- Successful acquisition

- Admission to AIM

- Proposed fundraising at the time of acquisition.

The Company has entered into a non-binding heads of terms to acquire all the
outstanding shares in 3radical in an all-share transaction through reverse
takeover. The Company believes that there is the existence of material
uncertainty regarding a business combination which may cast significant doubt
on the Company's ability to continue as a going concern, that being whether it
is able to complete the business combination by 11 January 2024. To complete
the acquisition of 3radical, the Company must obtain the regulatory and
shareholder approval and also complete due diligence process.

The board is satisfied by the progress made in the proposed acquisition and
believes it is well-positioned to complete the business combination within the
specified time frame. Based on this assessment, it is deemed appropriate to
prepare the financial statements on a going concern basis.

2.3.      Foreign currency translation

Transactions in currencies other than the functional and presentation currency
of the Company, pound sterling, are recorded at the rates of exchange
prevailing on the dates of the transactions.  At each reporting date,
monetary assets and liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the reporting date. Non-monetary
assets and liabilities that are determined in foreign currencies are
translated at the rates prevailing at the date when the fair value was
determined.

Gains or losses arising from the translation of monetary assets and
liabilities into the functional currency are included in the net profit or
loss for the period. Gains and losses on the translation of assets and
liabilities (both monetary and non-monetary) from a functional currency to the
presentational currency are recognised directly in other comprehensive income.

2.4.      Taxation

The income tax expense represents the sum of tax currently payable and
deferred tax.

Current tax

The tax currently payable is based on the taxable profit for the period.
Taxable profit differs from net profit as reported in profit or loss 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
been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the liability method.

Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that is
probable that taxable profits will be available against which deductible
temporary differences can be utilised. Such assets and liabilities are not
recognised in the temporary differences arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.

Deferred tax assets and liabilities are calculated, without discounting, at
tax rates that are expected to apply to their respective period of
realisation, provided those rates are enacted or substantively enacted by the
end of the reporting period. Deferred tax assets are recognised to the extent
that it is probable that the underlying tax loss or deductible temporary
difference will be utilised against future taxable income. This is assessed
based on the Company's forecast of future operating results, adjusted for
significant non-taxable income and expenses and specific limits on the use of
any unused tax loss or credit. Deferred tax liabilities are always provided
for in full.

Deferred tax assets and liabilities are offset only when the Company has a
right and intention to set off current tax assets and liabilities from the
same taxation authority. Changes in the deferred tax assets or liabilities are
recognised as a component of tax income or expense in profit or loss, except
where they relate to items that are recognised in other comprehensive income,
or directly in equity, in which case the related deferred tax is also
recognised in other comprehensive income or equity, respectively.

2.5.      Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and petty cash. It
is the Company's policy to avoid the use of physical cash wherever possible.

2.6.      Share capital and share premium

Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any
transaction costs associated with the issuing of shares are deducted from
share premium, net of any related income tax benefits.

2.7.      Pensions
Defined contribution pension plan

The Company makes contributions into employee managed Self Invested Pension
Plans ("SIPPs") all of which are defined contribution. A defined contribution
plan is a pension plan under which the Company pays fixed contributions into a
separate entity. Once the contributions have been paid, the Company has no
further payment obligations.

The contributions are recognised as an expense in the statement of
comprehensive income when they fall due. Amounts not paid are shown as a
current liability in the balance sheet. The assets of the plan are held
separately from the Company in independently administered funds.

2.8.      Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a
legal or constructive obligation that requires settlement by a transfer of
economic benefit, and a reliable estimate can be made of the amount of the
obligation.

Provisions are charged as an expense to the statement of comprehensive income
in the year that the Company becomes aware of the obligation and are measured
at the best estimate at the balance sheet date of the expenditure required to
settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried
in the balance sheet.

2.9.      Trade and other receivables

Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method,
less loss allowance.

2.10.    Trade and other payables

Trade and other payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from suppliers. Accruals
and accounts payable are classified as current liabilities if payment is due
within one year or less. If not, they are presented as non-current
liabilities. Trade payables are initially recorded at fair value, and
subsequently measured at amortised cost using the effective interest method.

2.11.    Financial liabilities

All financial liabilities are recognised in the Statement of Financial
Position when the Company becomes party to the contractual provision of the
instrument.

2.12.    Financial liabilities measured at amortised cost

The Company's financial liabilities held at amortised cost comprise trade
payables and other payables.

These financial liabilities are initially measured at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective interest rate method in the statement of financial position.

2.13.    Subsequent measurement

The trade and other payables are classified as liabilities at amortised cost
and are measured at amortised cost using the effective interest rate. The
amortised cost of a financial liability is the amount at which the financial
liability is measure on initial recognition, minus the principal repayments,
plus or minus the cumulative amortisation using effective interest method of
any difference between the initial amount recognised and the maturity amount.
Such amortisation amounts are recognised in the statement of comprehensive
income. Due to the short-term nature of trade and other payables, they are
stated at their nominal value, which approximates their fair value.

The Company does not have any instruments which are measured at fair value
through profit or loss. The Company has not entered into any derivative
instruments during the year.

2.14.    Share warrants

The Company has granted A-series warrants to directors and B-series warrants
to service providers for the services received at the time of listing.

The A-series warrants and B-series warrants are issued to directors and
service providers in respect of the service provided. The grant of the share
warrants is recognised as equity settled share-based payments under IFRS 2.
The share warrants are issued in respect of the services received and can be
exercised by the holder of the warrants prior to the exercise date for a fixed
number of equity shares at fixed price. The value of the share-based warrants
is determined at the date of grant and expensed on a straight-line basis over
the vesting period with a corresponding increase in equity based on the
Company's estimate of the shares that will eventually vest at the time of the
grant. At each balance sheet date, the Company revises its estimates of the
number of warrants that are expected to vest based on service and non-market
performance conditions.

The Company has considered the market condition (i.e. the target share price
being more than the exercise price) at the time of estimating the fair value
of the warrants. The amount expensed is adjusted over the vesting period for
changes in the estimate of the number of shares that will eventually vest,
except for changes resulting from any market related performance conditions.

2.15.    Capital management

Capital consists of ordinary shares, share premium and retained earnings. The
board monitors the return on capital. The Company is not subject to any
externally imposed capital requirements.

2.16.    Employee benefits

The costs of short-term employee benefits are recognised as a liability and an
expense unless those costs are recognised as part of the cost of inventories
or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received.

Termination benefits are recognised immediately as an expense when the Company
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.

 

3.   Employees and directors
                          Six months to           Six months to

30 September 2022
                          30 September 2023
                           (unaudited)             (unaudited)
                          £                       £
 Wages and salaries       82,083                  32,700
 Social security costs    1,604                    178
 Pension Contributions    1,590                   -
                           85,277                  32,878

 

The average number of employees and directors during the year was as follows:

 

                   Six months to           Six months to

30 September 2022
                   30 September 2023
 Administration    4                       3

 
4.   Administrative Expenses
                                        30 September 2023                                   30 September 2022
                                        (unaudited)                                         (unaudited)
                                        £                                                   £
  Personnel & consultant costs                          107,948                                               35,702
  Legal & professional costs                              60,893                                                9,378
  Business overheads                                        5,958                                             12,444
  Marketing & Website                                       7,010                                             20,550

                                                        181,809                                               78,075

 

5.   Exceptional Expenses
                                                            30 September 2023                                                 30 September 2022
                                                            (unaudited)                                                       (unaudited)
                                                            £                                                                 £
 Professional fees associated with                                                     -                                     95,283

      target research and corporate strategy
 Professional fees associated with the                                      374,761                                                                      -

      purchase of 3radical & re-listing on AIM
 Other professional fees                                                      40,000                                         169,715

                                                                            414,761                                          264,998

 
6.   Loss per share

Basic earnings per share is calculated by dividing the loss attributable in
the period to equity holders of the Company by the weighted average number of
ordinary shares in issue during the period, excluding any ordinary shares
purchased by the Company and held as treasury shares.

 

                                                 Six months to 30 September 2023      Six months to 30 September 2022
                                                  (unaudited)                          (unaudited)
                                                  £                                    £
 Loss for the period attributable to equity
 holders of the Company                          (586,942)                            (371,681)

 Weighted average no. of ordinary shares          57,862,776                           57,862,776

 Loss per share (pence)                          (1.01)                               (0.64)

The company issued A-series warrants and B-series warrants to directors and
service providers respectively.  These warrants are exercisable at a price
equal to the 150% of the price at which the shares were admitted to the London
Stock Exchange with various vesting periods. The exercise price for the
warrants is 4.5 pence.

The exercise price is greater than the market price on 7 July 2023 immediately
prior to the suspension of trading in the Company's shares, so the fair value
of both A-series warrants and B-series warrants at 30 September 2023 is £nil.

7.   Trade and other receivables
                                30 September 2023                          31 March

                                                                          2023
                                £                                          £
 Director's current account    -                                          53
 Prepayments                                   17,002                     9,699
 VAT                                           75,348                                     19,781

                                               92,350                     29,533

 

8.   Share capital
                                                      30 September 2023        31 March

                                                                              2023
                                                      £                        £
 Ordinary share capital - issued and fully paid
 57,862,776 Ordinary shares of 0.5p each             289,314                  289,314

                                                     289,314                  289,314

The ordinary shares carry voting and dividend rights.

9.   Trade and other payables
                                     30 September 2023       31 March

                                                             2023
                                     £                        £
 Trade creditors                    154,637                  16,001
 Social security and other taxes    8,393                    3,702
 Accrued expenses                   160,562                  46,599

                                    323,592                  66,302

 

10. Post-balance sheet events

On 27 October 2023, the Company entered into an agreement with Sanderson
Capital Partners Limited, an 18.33% shareholder in Electric Guitar, for the
provision of a loan facility of between £150,000 and £250,000. The facility
is repayable on the earlier of six months or the Company's successful
admission to trading on AIM. At least £150,000 of the loan will be satisfied
by the issue of shares on the repayment date.

11. Related party disclosures

During the period under review, the Company entered into the following related
party transactions.

The Company acquired services for £275,000 (2023: £10,112) relating to the
due diligence of 3radical and its subsidiaries from BDB Pitmans LLP. John
Hutchinson serves as chair of Electric Guitar and is senior partner of BDB
Pitmans LLP.

The Company acquired services for £95,000 (2023: nil) from Mymyne Ltd.
£40,000 was for the provision of commercial due diligence services to the
Company in connection with the proposed acquisition of a previous target which
did not proceed. The remaining £55,000 was for the provision of commercial
due diligence services to the Company in connection with the proposed reverse
takeover of 3radical (announced on 7 July 2023). John Regan, who serves as
CEO, and John Hutchinson, who serves as chair and both being directors of the
Company, are 36.9% and 9.5% shareholders of Mymyne Ltd respectively.

12. Ultimate controlling party

The Company considers there to be no ultimate controlling party.

 

For further information:

 Electric Guitar PLC    01189 570 444

 John Hutchinson

 Chair

 Axis Capital Markets  020 3026 0320

 (Corporate Broker)    rh@axcap247.com

 Richard Hutchison

 Yellow Jersey PR      020 3004 9512

 Sarah Hollins         electric@yellowjerseypr.com

                     (https://appriver3651008983.sharepoint.com/sites/CompanyData/Shared%20Documents/Corporate%20Finance/Mandated%20Transactions/Electric%20Guitar/Announcements/electric@yellowjerseypr.com)
 Annabelle Wills

 Bessie Elliot

 

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