REG - Fandango Hldgs Plc - Final Results
31/12/2021 13:00
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RNS Number : 1909X Fandango Holdings PLC 31 December 2021
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment
31 December 2021
Fandango Holdings plc ('Fandango' or 'the Company')
Year End Financial Accounts and Potential Reverse Take-Over Heads of Terms
Signed
Fandango Holdings plc, the investment company, is pleased to provide its
financial accounts for the year end 31 August 2021.
Earlier today, the Company announced that it has executed non-binding Heads of
Terms ('HoT') to acquire Radair Limited ('the Acquisition'). Further details
will be provided upon execution of a formal sales and purchase agreement.
The prospective RTO is with Radair Limited, a Bahamian based company. Radair
is a Mesh Network Infrastructure provider, providing the largest Latin
American long-range network to enable IoT solutions whilst mining crypto
currency with a positive environmental impact. It has or will have six revenue
streams:
1. Crypto mining operations
2. Staking interest and leverage
3. Gateway and IoT Device sales
4. Supernode Validator interest and fees
5. Radair #RAD Utility Token
6. IoT solutions, Data Backhaul revenue
The directors believe that that the acquisition of Radair should add
significant shareholder value and look forward to completing the RTO
transaction.
The Acquisition, if it proceeds, will constitute a Reverse Takeover under the
Listing Rules since, inter alia, in substance it will result in a fundamental
change in the business of the issuer The Acquisition is subject, inter alia,
to the completion of due diligence, documentation and compliance with all
regulatory requirements, including the Listing and Prospectus Rules and, as
required, the Takeover Code.
As the Acquisition will constitute a Reverse Takeover under the Listing Rules,
the Company's shares remain suspended pending the publication of a prospectus
and the application for the enlarged Company to have its Ordinary Shares
admitted to the Official List and to trading on the main market for listed
securities of the London Stock Exchange.
The Company is working on the preparation of a prospectus in relation to the
Acquisition and will, in due course, be making application for the enlarged
Company to have its Ordinary Shares admitted to the Official List and to
trading on the standard segment of the main market for listed securities of
the London Stock Exchange.
Key performance indicators
There are no key performance indicators for this period as the Company has not
completed its investment activity.
The Company operates in an uncertain environment and is subject to a number of
risk factors. The Directors have carried out a robust assessment of the risks
and consider the following risk factors are of particular relevant to the
Company's activities, although it should be noted that this list is not
exhaustive and that other risk factors not presently known or currently deemed
immaterial may apply.
Principal risks and uncertainties
i. Business strategy
The Company is a relatively new entity with no operating history and has not
yet completed the acquisition of a suitable investment.
The Company may be unable to complete a suitable acquisition in a timely
manner
ii. Liquidity Risk
The Directors have reviewed the working capital requirements and believe that
there is sufficient working capital to fund the business.
See stranger
Environmental Responsibility
The Company and its management believe that any matters related to
environmental responsibility are not currently applicable as there are no
trading activities. Nevertheless, the Company and its management acknowledge
the importance of environmental responsibility and minimum compliance with
local regulatory environmental requirements in the event where future trading
and operational activities occur.
Social, community and human rights responsibility
The Company and its management recognise and acknowledge the responsibility
under English law to promote success of the Company for the benefits of its
stakeholders. The Company and its management also acknowledge and recognise
the responsibility towards partners, suppliers, contractors, investors,
lenders and local community in which future operational activities will take
place. The Company has two employees, being the directors. At the end of the
financial year there were two directors, both male.
Anti-corruption and anti-bribery policy
The Company is aware of the UK Bribery Act 2010 and any related guidelines and
regulations. The Company and its management have conducted a review into its
operational procedures to consider the impact of the Bribery Act 2010 and the
Board has adopted anti-corruption and anti-bribery policy.
Going Concern
As stated in note 2 to the financial statements, the Directors and James
Longley, a shareholder, have offered letters of support confirming that they
will provide such additional working capital as necessary to enable the
Company to meet all of its debts as and when they fall due for a period of at
least 12 months from the date of approval of the financial statements. On this
basis the Directors are satisfied that the Company has sufficient resources to
continue in operation for the foreseeable future, a period of not less than 12
months from the date of this report. Accordingly, they continue to adopt the
going concern basis in preparing the financial statements.
Section 172 Statement
The Directors acknowledge their duty under s.172 of the Companies Act 2006 and
consider that they have, both individually and together, acted in the way
that, in good faith, would be most likely to promote the success of the
Company for the benefit of its members as a whole. In doing so, they have had
regard (amongst other matters) to:
· the likely consequences of any decision in the long term: The
Company's long-term strategic objectives, including progress made during the
year and principal risks to these objectives, are shown on above.
· the interests of the Company's employees: Our employees are
fundamental to us achieving our long-term strategic objectives.
· the need to foster the Company's business relationships with
suppliers, customer and others: A consideration of our relationship with wider
stakeholders and their impact on our long-term strategic objectives is also
disclosed above.
· the impact of the Company's operations on the community and the
environment: The Group operates honestly and transparently. We consider the
impact on the environment on our day-to-day operations and how we can minimise
this.
· the desirability of the Company maintaining a reputation for high
standards of business conduct: Our intention is to behave in a responsible
manner, operating within the high standard of business conduct and good
corporate governance.
· the need to act fairly as between members of the Company: Our
intention is to behave responsibly towards our shareholders and treat them
fairly and equally, so that they too may benefit from the successful delivery
of our strategic objectives.
The application of s172 requirements can be demonstrated in relation to some
of the decisions made during 2021:
· All directors agreed not to withdraw directors fee unless the
company is in position to do so.
· Any contracts of service have been undertaken with a clear cap on
financial exposure.
DIRECTORS' REPORT
Results and dividends
The trading results for the period and the Company's financial position at the
end of the period are shown in the attached financial statements.
The directors have not recommended a dividend.
Strategic Report
In accordance with section 414C (11) of the Companies Act 2006 the Company
chooses to report the review of the business, the future outlook and the risks
and uncertainties faced by the Company in the Strategic Report.
Directors
The following directors have held office during the period:
Charles Tatnall
Tim Cottier
Share capital
Fandango Holdings Plc is incorporated as a public limited company and is
registered in England and Wales with the registered number 10346576. Details
of the Company's issued share capital, together with details of movements
during the year, are shown in Note 13. The Company has one class of Ordinary
shares, and all shares have equal voting rights and rank pari passu for the
distribution of dividends and repayment of capital.
Directors' interests
At the date of this report the directors held the following beneficial
interest in the ordinary share capital of the Company:
Director Shareholding Percentage of the Company's Ordinary Share Capital
Charles Tatnall 30,001,000 22.39%
Tim Cottier 27,501,000 20.52%
22,500,000 of Tim Cottier's holding is held by Bolly Investments Limited, a
company incorporated in England and Wales (Company Number 10473027), in which
he owns 100% of the issued share capital. The balance is held through
Hargreaves Lansdown (Nominees) Limited.
Both Charles Tatnall and Tim Cottier held 12,500,000 warrants each in the
Company.
There have been no changes in the directors' interests in the Company during
the year, or to the date of this report.
Substantial Interests
The Company has been informed of the following shareholdings that represent 3%
or more of the issued Ordinary Shares of the Company as at 4 January 2021:
Shareholder Shareholding Percentage of total
JIM Nominees Limited 38,000,000 28.36%
Charles Tatnall 30,001,000 22.39%
Tim Cottier (held through Bolly Investments Limited and Hargreaves (Nominees 27,501,000 20.52%
Lansdown) Limited
Peel Hunt Holdings Limited 7,487,605 5.59%
Hargreaves Lansdown (Nominees) Limited 5,786,148 4.32%
Tracey Edwards 5,000,000 3.73%
Redmayne (Nominees) Limited 5,000,000 3.73%
Carbon emissions
The Company is currently non-trading with no operating premises or employees
other than its directors, and therefore has minimal carbon emissions. Total
emissions are expected to be lower than 40,000 Kwh. Accordingly, it is not
considered necessary to obtain emissions, energy consumption or energy
efficiency data and produce an Energy and Carbon Report under SI 2018/1155.
Financial risk and management of capital
The major balances and financial risks to which the Company is exposed to and
the controls in place to minimise those risks are disclosed in Note 4.
The Board considers and reviews these risks on a strategic and day-to-day
basis in order to minimise any potential exposure.
Financial instruments
The Company has not entered into any financial instruments to hedge against
interest rate or exchange rate risk.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain information in a
single identifiable section of the Annual Report or a cross reference table
indicating where the information is set out. The directors confirm that there
are no disclosures required in relation to Listing Rule 9.8.4.
Auditors
Jeffreys Henry LLP were appointed auditors to the Company and in accordance
with section 485 of the Companies Act 2006, a resolution proposing that they
be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with International Financial Reporting
Standards (IFRS) as adopted for use in the European Union. Under company law
the directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the
Company and of the profit or loss for that period. In preparing these
financial statements, the directors are required to:
- select suitable accounting policies and then apply them
consistently;
- make judgements and accounting estimates that are reasonable and
prudent;
- state whether they have been prepared in accordance with IFRS as
adopted by the European Union;
- prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company. They
are also responsible for safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Statement of disclosure to auditors
Each person who is a director at the date of approval of this Annual Report
confirms that:
- So far as the directors are aware, there is no relevant audit
information of which the Company's auditors are unaware; and
- Each director has taken all the steps that he ought to have taken as
director in order to make himself aware of any relevant audit information and
to establish that the Company's auditors are aware of that information.
- Each director is aware of and concurs with the information included
in the Strategic Report.
Annual General Meeting
Notice of the forthcoming Annual General Meeting of the Company together with
resolutions relating to the Company's ordinary business will be given the
members separately.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2021
Year ended 31 August 2021 Year ended 31 August 2020
£'000 £'000
Notes
Government grant income - 1
Investment income 16 (6) 181
Listing costs (10) (37)
Administrative expenses 5 (183) (188)
Loan impairment (296) -
Finance cost - (1)
Loss before taxation (496) (44)
Taxation 7 - -
Loss and comprehensive loss for the period (496) (44)
Basic loss per share 8 (0.37p) (0.03p)
Since there is no other comprehensive income, the loss for the period is the
same as the total comprehensive income for the period attributable to the
owners of the Company.
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2021
As at 31 August
2021 2020
Notes £'000 £'000
Assets
Current assets
Investment held for resale 10 375 -
Trade and other receivables 10 10 637
Cash and cash equivalents 11 1 -
Total Assets 386 637
Equity and liabilities
Current liabilities
Loans and Borrowings 12 8 -
Trade and other payables 12 325 231
Accruals 12 402 253
735 484
Creditors due after more than one year
Loans and Borrowings 12 42 48
Total Liabilities 777 532
Equity attributable to equity holders of the Company
Share Capital - Ordinary shares 13 134 134
Share Premium 579 579
Accumulated deficit 14 (1,104) (608)
Total Equity (391) 105
Total Equity and liabilities 386 637
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2021
Year ended Year ended
31 August 31 August
2021 2020
Notes £'000 £'000
Cash flows from operating activities
Operating loss (495) (44)
Interest receivable - (181)
Impairment 297
Finance Cost - 1
Fair value movement 6 -
(Increase)/decrease in receivables - 14
Increase/(decrease) in payables 245 315
Cash flow from operating activities 53 105
Less interest paid - (1)
Net cash generated from operating activities 53 104
Cashflows from investing activities
Amounts (advanced to)/ received from related parties 52 (154)
52 (154)
Cash flows from financing activities
Proceeds from borrowing - 50
Borrowings repaid
Amounts repaid - -
Net cash from/ (used in) financing activities - 50
Net increase/(decrease) in cash and cash equivalents 1 -
Cash and cash equivalents at the beginning of the period - -
Cash and cash equivalents at end of period 1 -
Represented by: Bank balances and cash 1 -
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2021
Notes Share capital Share Accumulated deficit Total
premium equity
£'000 £'000 £'000 £'000
As at 31 August 2019 134 579 (564) 149
Loss for the year - - (44) (44)
As at 31 August 2020 134 579 (608) 105
Loss for the year - - (496) (495)
As at 31 August 2021 134 579 (1,104) (391)
Share capital is the amount subscribed for shares at nominal value.
Share premium represents amounts subscribed for share capital in excess of
nominal value.
Accumulated deficit represent the cumulative loss of the Company attributable
to equity shareholders.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2021
1 General information
Fandango Holdings PLC ('the Company') is an investment company incorporated
and domiciled in the United Kingdom. The address of the registered office is
disclosed on the company information page at the front of the annual report.
The Company was incorporated and registered in England on 25 August 2016 as
a private limited company and re-registered as a public limited company on 8
May 2017.
2 Accounting policies
2.1. Basis of Accounting
This financial information has been prepared in accordance with International
Financial Reporting Standards (IFRS), including IFRIC interpretations issued
by the International Accounting Standards Board (IASB) as adopted by the
European Union and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS. The financial statements have been prepared
under the historical cost convention. The principal accounting policies
adopted are set out below.
These policies have been consistently applied.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company's accounting
policies. The areas involving a higher degree of judgment or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in Note 3. The preparation of financial
statements in conformity with IFRSs requires management to make judgments,
estimates and assumptions that affect the application of accounting policies
and reported amounts of assets, liabilities, income and expenses. Although
these estimates are based on management's experience and knowledge of current
events and actions, actual results may ultimately differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both current
and future periods.
a) Going concern
These financial statements have been prepared on the assumption that the
Company is a going concern. When assessing the foreseeable future, the
Directors have looked at a period of at least twelve months from the date of
approval of this report and have looked at the adequacy of funds required as
well as working capital requirements of the Company.
The Company continues to be loss-making and has very limited cash balances to
pay it's debts as and when they fall due. The Directors and James Longley, a
shareholder, have provided letters of support confirming that they will
provide such additional working capital as necessary to enable the Company to
meet all of its debts as and when they fall due for a period of at least
twelve months from the date of approval of the financial statements. On this
basis the Directors are satisfied that the Company has sufficient resources to
continue in operation for the foreseeable future, a period of not less than 12
months from the date of this report. Accordingly, they continue to adopt the
going concern basis in preparing the financial statements.
b) New and amended standards adopted by the Company
There are no IFRSs or IFRIC interpretations that are effective for the first
time for the financial year beginning that would be expected to have a
material impact on the Company.
Standards, interpretations and amendments to published standards that are not
yet effective
Standards, amendments and interpretations to published standards
There are no IFRSs or IFRIC interpretations that are effective for the first
time for the financial year beginning that would be expected to have a
material impact on the Company. The new IFRSs adopted during the year are as
follows:
· IFRS 16 - Leases
· IAS 1 Presentation of Financial Statements
· IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors
The following new standards, amendments to standards and interpretations have
been issued, but are not effective for the financial period beginning 1
September 2020 and have not been early adopted. The Directors anticipate that
the adoption of these standard and the interpretations in future periods will
have no material impact on the financial statements of the Company.
The new standards include:
IFRS 17 Insurance Contracts
Effective for annual periods beginning on or after 1 January 2023
2.2 Financial instruments
Financial assets and financial liabilities are recognised when the Company
becomes a party to the contractual provisions of the instrument.
Other receivables
Other receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Subsequent to
the initial recognition, other receivables are measured at amortised cost less
impairment losses for bad and doubtful debts.
Expected credit losses are calculated as the difference between the carrying
amount of financial asset and the estimated future cash flows, discounted
where the effect of discounting is material.
Cash and cash equivalents
Cash and cash equivalents comprised of cash at bank and in hand.
Fair values
The carrying amounts of the financial assets and liabilities such as cash and
cash equivalents, receivables and payables of the Company at the statement of
financial position date approximated their fair values, due to relatively
short-term nature of these financial instruments.
Other payables
Other payables are initially recognised at fair value and thereafter stated in
amortised cost.
2.3 Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new ordinary shares or
options are shown in equity as a deduction, net of tax, from the proceeds.
2.4 Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
Current Tax
The tax currently payable is based on 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 reporting end date.
The Company is registered in England and Wales and is taxed at the company
standard rate of 19%.
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 balance sheet
liability method. Deferred tax liabilities are generally recognised for all
taxable temporary
differences and deferred tax assets are recognised to the extent that it
is probable that taxable profits will be
available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from
the initial recognition of other assets and liabilities in a transaction that affects neither the tax
profit nor the accounting profit.
The carrying amount of deferred tax assets is
reviewed at each reporting end 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 asset to be recovered. Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax
is charged or credited in the income statement,
except when it relates to items charged or
credited directly to equity, in which case the deferred tax is
also dealt with in equity. Deferred tax
assets and liabilities are offset
when the company has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and
liabilities relate to taxes levied by the same tax authority
2.5 Segmental reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the steering
committee that makes strategic decisions. In the opinion of the director, the
Company has one class of business, being that of an investment company. The
Company's primary reporting format is determined by the geographical segment
according to the location of its establishments. There is currently only one
geographic reporting segment, which is the UK. All costs are derived from the
single segment.
2.6 Government grants
Government grants in relation to tangible fixed assets are credited to profit
and loss account over the useful lives of the related assets, whereas those in
relation to expenditure are credited when the expenditure is charged to profit
and loss.
2.7 Assets held for resale
Non-current assets are classified as held for sale when
· They are available for immediate sale
· Management is committed to a plan to sell
· The asset is being marketed at a reasonable price in relation to
its fair value, and
· A sale is expected to complete within 12 months from the date of
classification.
· Non-current assets are classified as held for sale are measured
at the lower of: Their carrying amount immediately prior to being classified
as held for sale in accordance with the group's accounting policy; and - Fair
value less costs of disposal.
2.8 Borrowings
Borrowings are recognised initially as fair value net of transactions costs
incurred.
Borrowings are subsequently carried at amortised cost, any difference between
the proceeds (net of transaction costs) and the redemption value is
recognised in the income statement over the period of the borrowings using the
effective interest method.
Fees paid on the establishment of the loan facilities are recognised as
transaction costs of the loan to the extent that it is probable that some or
all of the facility will be drawn down. In this case, the fee is deferred
until the draw down occurs. To the extent there is no evidence that it is
probable that some or all of the facility will be drawn down, the fee is
capitalised as a prepayment for liquidity services and amortised over the
period of the facility to which it relates.
3 Critical accounting estimates and judgments
The Company makes certain judgements and estimates which affect the reported
amount of assets and liabilities. Critical judgements and the assumptions used
in calculating estimates are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
In the process of applying the Company's accounting policies, which are
described above, the Directors do not believe that they have had to make any
assumptions or judgements that would have a material effect on the amounts
recognised in the financial information.
4 Financial risk management
The Company's activities may expose it to some financial risks. The Company's
overall risk management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the Company's
financial performance.
a) Liquidity risk
Liquidity risk is the risk that Company will encounter difficulty in meeting
obligations associated with financial liabilities. The responsibility for
liquidity risks management rest with the Board of Directors, which has
established appropriate liquidity risk management framework for the management
of the Company's short term and long-term funding risks management
requirements. During the period under review, the Company has not utilised any
borrowing facilities. The Company manages liquidity risks by maintaining
adequate reserves by continuously monitoring forecast and actual cash flows,
and by matching the maturity profiles of financial assets and liabilities.
b) Capital risk
The Company takes great care to protect its capital investments. Significant
due diligence is undertaken prior to making any investment. The investment is
closely monitored.
c) Credit risk
The Company has provided loans to companies. The Company assesses the
creditworthiness, prior to providing the loans to limit the risk of default.
5 Operating loss, expenses by nature and personnel
Year ended Year ended
31 August 2021 31 August 2020
£'000 £'000
Operating loss is stated after charging:
Directors Remuneration - -
Directors fees 90 84
Rent - -
Consultancy and advisory fees 68 65
Loan impairment 296 -
Audit fees 14 12
Other administrative expenses 11 26
Total administrative expenses 479 187
6 Personnel
The average monthly number of employees during both the current and prior
period was two directors.
There were no benefits, emoluments or remuneration payable during the period
for key management personnel other than the £90,000 in fees disclosed in Note
5. The fees paid are also detailed in Note 16 as related party transactions.
7 Taxation
Year ended Year ended
31 August 2021 31 August 2020
£'000 £'000
Total current tax - -
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (496) (44)
Loss on ordinary activities before taxation multiplied by standard rate of UK (94) (8)
corporation tax of 19%
Effects of:
Non-deductible expenses - -
Tax losses carried forward 94 8
Current tax charge for the period - -
No liability to UK corporation tax arose on ordinary activities for the
current period.
The Company has estimated excess management expenses of £818,917 (2019:
£465,748) available for carry forward against future trading profits.
The tax losses have resulted in a potential deferred tax asset at a rate of
19% (2020: 19%) of approximately £182,694 (2020: £88,492) which has not been
recognised in the financial statements due to the uncertainty of the
recoverability of the amount.
8 Earnings per share
Year ended Period ended
31 August 2021 31 August 2020
Basic loss per share is calculated by dividing the loss attributable to equity
shareholders by the weighted average number of ordinary shares in issue during
the period:
Loss after tax attributable to equity holders of the Company (£495,801) (£44,058)
Weighted average number of ordinary shares 134,002,000 134,002,000
Weighted average number of ordinary shares on a diluted basis 134,002,000 159,002,000
Basic loss per share (0.37p) (0.03p)
Due to the loss in the periods, the effect of the warrants was considered
anti-dilutive and hence no diluted loss per share information has been
provided
The number of shares on a diluted basis relates to the issue of 25,000,000
warrants to the Directors which confers the right but not the obligation to
subscribe in cash for up to 25,000,000 £0.01p Ordinary Shares at the
subscription price. These were deemed to have expired during the year.
9 Capital risk management
The Directors' 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. At the date of this financial
information, the Company had been financed by the introduction of capital. In
the future the capital structure of the Company is expected to consist of
borrowings and equity attributable to equity holders of the Company,
comprising issued share capital and reserves
10 Trade and other receivables
2021 2020
£'000 £'000
Investment held for resale 375 -
Other receivables 7 634
Prepayments 3 3
385 637
Other receivables consist of unsecured loans to two related parties, the
recoverability of which is based on the conversion of the loans to equity upon
relisting of the two related parties. Further details are provided in note 16
to the financial statements.
11 Cash and cash equivalents
2021 2020
£'000 £'000
Cash at bank 1 -
1 -
12 Trade and other payables due within 1 year
2021 2020
£'000 £'000
Bank borrowings 8 -
Trade and other payables 325 231
Accruals 402 253
735 484
Included in other payable is a loan of £296,750 from Opus Capital Switzerland
AG. The loan is unsecured, interest fee and has no fixed repayment date.
Trade and other payables due after one year
2021 2020
£'000 £'000
Bank borrowings 42 -
42 -
A bank loan of £50,000 was received in May 2020. The loan is unsecured,
repayable over 6 years and
attracts an interest of 2.5% per annum. As at the year-end a deferment of
repayment until December 2021 was agreed with the bank.
13 Share capital
For the year end 31 August 2021 31 August 2020
Allotted, called up and fully paid £'000 £'000
134,002,000 Ordinary shares of £0.001 each 134 134
134 134
During the period the Company had no share transactions.
The ordinary shares have attached to them full voting, dividend and capital
distribution (including on winding up) right; they do not confer any rights of
redemption.
14 Accumulated deficit
2021 2020
£'000 £'000
At start of year (608) (564)
Loss for the year (496) (44)
At 31 August (1,104) (608)
15 Contingent liabilities
The Company has no contingent liabilities in respect of legal claims arising
from the ordinary course of business.
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