REG - Fandango Hldgs Plc - Final Results
30/06/2023 07:00
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RNS Number : 4537E Fandango Holdings PLC 30 June 2023
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment
30 June 2023
Fandango Holdings plc ('Fandango' or 'the Company')
Financial Accounts
Fandango Holdings plc, the investment company, is pleased to provide its
financial statements for the 18-month period ended 28 February 2023.
STRATEGIC REPORT
Principal activity and fair review of the business
Fandango Holdings is an investment company focused on identifying and
acquiring attractive assets, through which it can leverage the Board's
extensive experience and track record of growing companies to build value and
create significant uplift to its shareholders.
For the 18-month period to 28 February 2023, the Company's results include the
running costs of the Company and listing fees on the London Stock Exchange
standard segment. The Company's shares remain suspended.
The future
On 22 June 2023, Fandango Holdings plc announced that it had executed
non-binding Heads of Terms ('HoT') to acquire European Battery Metals Pty Ltd
('the Acquisition').
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. 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 our business.
As the Acquisition will constitute a Reverse Takeover under the Listing Rules,
the Company's ordinary shares shall 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 main market for listed securities of the London Stock Exchange.
The previously contemplated and announced transaction to acquire Radair
Limited has been terminated with immediate effect.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 28 FEBRUARY 2023
Period ended Year ended 31 August 2021
28 February 2023
£'000 £'000
Notes
Continuing operations
Investment income 11 138 (6)
Listing costs 1 (10)
Administrative expenses 5 (279) (479)
Finance cost 7 (2) -
Loss before taxation (142) (495)
Taxation 8 - -
Loss and comprehensive loss for the period (142) (495)
Basic and diluted loss per share from continuing and total operations 9 (0.11p) (0.37p)
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 28 FEBRUARY 2023
As at 28 As at 31 August 2021
February
2023
Notes £'000 £'000
Assets
Current assets
Investment held for resale 11 - 375
Trade and other receivables 11 214 10
Cash and cash equivalents 12 - 1
Total Assets 214 386
Equity and liabilities
Current liabilities
Trade and other payables 14 718 735
Non current liabilities
Borrowings 14 29 42
Total Liabilities 747 777
Equity attributable to equity holders of the Company
Share Capital - Ordinary shares 16 134 134
Share Premium 579 579
Accumulated deficit (1,246) (1,104)
Total Equity (533) (391)
Total Equity and liabilities 214 386
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 28 FEBRUARY 2023
Period ended Year ended
28 February 31 August
2023 2021
£'000 £'000
Cash flows from operating activities
Operating loss (142) (495)
Impairment of loan to related party - 297
Interest payable 2 -
Liabilities written back (8) -
Fair value movement - 6
Decrease in receivables 385 -
(Decrease) / increase in payables (11) 245
Net cash flow from operating activities 226 53
Cashflows from investing activities
Amounts (advanced to)/received from related parties (214) 52
12 52
Cash flows from financing activities
Loan repaid (13) -
Net cash used in financing activities (13) -
Net (decrease)/increase) in cash and cash equivalents (1) 1
Cash and cash equivalents at the beginning of the period 1 -
Cash and cash equivalents at end of period - 1
Represented by: Bank balances and cash - 1
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 28 FEBRUARY 2023
Notes Share capital Share Accumulated deficit Total
premium equity
£'000 £'000 £'000 £'000
As at 31 August 2020 134 579 (608) 105
Loss for the year - - (495) (495)
As at 31 August 2021 134 579 (1,104) (391)
Loss for the 18 month period - - (142) (142)
As at 28 February 2023 134 579 (1,246) (533)
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 represents the cumulative loss of the Company attributable
to equity shareholders.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 28 FEBRUARY 2023
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 UK adopted
International Accounting Standards (IAS), and those parts of the Companies Act
2006 applicable to companies reporting under IAS. 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.
There has been a change in the financial year from 31 August 2022 to 28
February 2023. Hence, the financial statements for the current period are
for 18 months and are not comparable to the prior year numbers.
Both the functional and presentational currency in which the financial
statements are presented is GBP.
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 its pending 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. There
are, however, some inherent uncertainties in relation to future events and the
outcome of the proposed acquisition detailed in the Chairman's Report and
therefore there exists a material uncertainty as to the going concern status
of the Company.
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.
New Standards and interpretations
The IASB and IFRIC have issued the following standards and interpretations
which are in issue but not in force at 31 December 2022:
Description
Effective date
Newly effective standards for 1 January 2022 to 31 December 2022
Amendments to IFRS 17
1 January 2023
Disclosure of accounting policies (amendments to IAS 1 and IFRS practice
statement 2)
1 January 2023
Definition of accounting estimate (amendments to IAS 8)
1 January
2023
Deferred tax related to assets and liabilities arising from a single
transaction
amendments to IAS 12 income taxes)
1 January 2023
IFRS 16 Leases amendments regarding the classification of liabilities
1 January 2024
The Directors anticipate that the adoption of these Standards and
Interpretations in future periods will have no material impact on the
financial statements other than in terms of presentation.
2.2 Financial instruments
Classification and measurement
The company classifies its financial assets into the following categories:
those to be measured subsequently at fair value (either through other
comprehensive income (FVOCI) or through the profit or loss (FVPL)) and those
to be held at amortised cost.
Classification depends on the business model for managing the financial assets
and the contractual terms of the cash flows.
Management determines the classification of financial assets at initial
recognition. The policy with regard to financial risk management is set out in
note 4. Generally, the company does not acquire financial assets for the
purpose of selling in the short term.
The company's business model is primarily that of "hold to collect" (where
assets are held in order to collect contractual cash flows). When the company
enters into derivative contracts, these transactions are designed to reduce
exposures relating to assets and liabilities, firm commitments or anticipated
transactions.
Financial Assets held at amortised cost
The classification applies to debt instruments which are held under a hold to
collect business model and which have cash flows that meet the "solely
Payments of Principal and Interest" (SPPI) criteria.
Other financial assets are initially recognised at fair value plus related
transaction costs, they are subsequently measured at amortised cost using the
effective interest method. Any gain or loss on derecognition or modification
of a financial asset held at amortised cost is recognised in the income
statement.
Financial Assets held at fair value through other comprehensive income (FVOCI)
The classification applies to the following financial assets:
· Equity investments where the company has irrevocably elected to
present fair value gains and losses on revaluation of such equity investments,
including any foreign exchange component, are recognised in other
comprehensive income. When an equity investment is derecognised, there is no
reclassification of fair value gains or losses previously recognised in other
comprehensive income to the income statement. Dividends are recognised in the
income statement when the right to receive payment is established.
Financial Assets held at fair value through profit or loss (FVPL)
The classification applies to the following financial assets. In all cases,
transaction costs are immediately expensed to the income statement.
· Debt instruments that do not meet the criteria of amortised costs
or fair value through other comprehensive income. The Group has a significant
proportion of trade receivables with embedded derivatives for professional
pricing. These receivables are generally held to collect but do not meet the
SPPI criteria and as a result must be held at FVPL. Subsequent fair value
gains or losses are taken to the income statement.
· Equity investments which are held for trading or where the FVOCI
election has not been applied. All fair value gains or losses and related
dividend income are recognised in the income statement.
Financial liabilities
Borrowings and other financial liabilities (including trade payables but
excluding derivative liabilities) are recognised initially at fair value, net
of transaction costs incurred, and are subsequently measured at amortised
cost.
Impairment of financial assets
A forward-looking expected credit loss (ECL) review is required for: debt
instruments measured at amortised cost. Other financial assets are held at
fair value through other comprehensive income: loan commitments and financial
guarantees not measured at fair value through profit or loss; lease
receivables and trade receivables that give rise to an unconditional right to
consideration.
As permitted by IFRS 9, the company applies the "simplified approach" to other
receivable balances and the "general approach" to all other financial assets.
The general approach incorporates a review for any significant increase in
counter party credit risk since inception. The ECL reviews including
assumptions about the risk of default and expected loss rates. For trade
receivables, the assessment takes into account the use of credit enhancements,
for example, letters of credit.
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.
There is no tax payable as the Company has made a taxable loss for the year.
Taxable loss differs from net loss as reported in the statement of
comprehensive income because it excludes items of income and 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 is recognised on temporary differences between the carrying
amount of assets and liabilities in the consolidated financial statements and
the corresponding tax bases used in the computation of taxable profit or loss.
Deferred tax liabilities are generally recognised for all taxable temporary
differences.
Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary differences arise from 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 liabilities are recognised for taxable temporary differences
associated with investments in subsidiaries, except where the Company is able
to control the reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable future. Deferred
tax assets arising from deductible temporary differences associated with such
investments are only recognised to the extent that it is probable that there
will be sufficient taxable profits against which to utilise the benefits of
the temporary differences and they are expected to reverse in the foreseeable
future.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period 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 assets and liabilities are measured at the tax rates that are
expected to apply in the period in which the liability is settled or the asset
realised. The measurement of deferred tax assets and liabilities reflects the
tax consequences that would follow from the manner in which the Company
expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except
when it relates to items that are recognised in other comprehensive income or
directly in equity, in which case the current and deferred tax is also
recognised in other comprehensive income or directly in equity respectively.
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
Assets held for resale are investments not expected to be held for longer than
a year and therefore regarded as a current asset.
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.
(a) Recoverability of loans to related parties
Provisions for loans given to related parties are considered to be an area of
key judgement for the company, given the underlying materiality of the loan
balances. Recoverability of these balances is based on the conversion of the
loans to equity upon relisting of the related parties.
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
Period ended Year ended
28 February 2023 31 August
2021
£'000 £'000
Operating loss is stated after charging:
Directors' fees 113 148
Consultancy and advisory fees 96 10
Bad debt - 296
Audit fees 44 14
Other administrative expenses 26 11
Total administrative expenses 279 479
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 directors other than the £113,000 (2021: £148,000) in fees disclosed in
Note 5. The fees paid are also detailed in Note 17 as related party
transactions.
7 Finance Cost
For the period end 28 February 31 August
2023 2021
£'000 £'000
Bank interest 2 -
1 -
8 Taxation
For the period ended 28 February 31 August
2021
2023
£'000 £'000
Total current tax - -
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (142) (495)
Loss on ordinary activities before taxation multiplied by standard rate of UK (27) (94)
corporation tax of 19%
Effects of:
Non-deductible expenses - -
Tax losses carried forward 27 94
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 £1,228,594 (2021:
£1,089,777) available for carry forward against future trading profits.
The tax losses have resulted in a deferred tax asset at a rate of 25% (2021:
19%) of approximately £307,148 (2021: £207,058) which has not been
recognised in the financial statements due to the uncertainty of the
recoverability of the amount.
9 Earnings per share
For the period end 28 February 31 August
2021
2023
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 (£141,320) (£495,801)
Weighted average number of ordinary shares 134,002,000 134,002,000
Weighted average number of ordinary shares on a diluted basis 134,002,000 134,002,000
Basic loss per share (0.11p) (0.37p)
10 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.
11 Trade and other receivables
For the period end 28 February 31 August
2023 2021
£'000 £'000
Investment held for resale - 375
Other receivables 213 7
Prepayments 1 3
214 385
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 17
to the financial statements.
The Investment held for resale was sold in the reporting period for £513,805
producing a profit after costs of £138,406.
12 Cash and cash equivalents
For the period end 28 February 31 August
2023 2021
£'000 £'000
Cash at bank - 1
- 1
13 Financial instruments
The Company's financial instruments comprise cash and cash equivalents, trade
receivables and payables and leases, which arise directly from its operations.
It is, and has been throughout the period under review, the Company's policy
to ensure that there is no trading in financial instruments. The main purpose
of these financial instruments is to finance the Company's operations.
28 February 2023 31 August 2021
For the period end
£'000 £'000
Financial Assets at amortised cost
Cash and cash equivalents - 1
Other debtors 214 385
214 386
Financial Liabilities at amortised cost
Trade and other payables 747 777
747 777
Net Financial Liabilities (533) (391)
Financial Assets and Liabilities
Financial assets and financial liabilities are recognised on the Company's
Statement of Financial Position when the Company becomes party to the
contractual provisions of the instrument.
Credit Risk
The Group trades only with third parties it recognises as being creditworthy.
In addition, receivable balances are monitored on an ongoing basis.
Financial Risk Factors
The Company's activities expose it to liquidity risk. 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.
Foreign exchange Risk
The company's activities expose it to foreign exchange risk meaning it will be
exposed to various currencies other than UK pound sterling. The Group seeks to
reduce this risk by regularly reviewing its projects to identify where foreign
exchange risk exists. The Group will seek to mitigate any identified risks of
adverse currency fluctuations through the use of financial instruments where
necessary to secure favourable, predetermined rates of exchange.
Liquidity Risk
The Company's borrowing exposes it to liquidity risk. Management's objectives
are now to manage liquid assets in the short term through closely monitoring
costs. The Group has borrowing facilities that require repayment and the
interest is on a fixed basis limiting the risk exposure.
Fair Values of Financial Assets and Liabilities
The Directors consider that the fair value of the Company's financial assets
and liabilities are not considered to be materially different from their book
values.
14 Trade and other payables
Trade and other payables due within 1 year
For the period end 28 February 2023 31 August 2021
£'000 £'000
Trade and other payables 375 325
Bank borrowings 10 8
Accruals 333 402
718 735
Non-current liabilities
For the period end 28 February 2023 31 August 2021
£'000 £'000
Bank borrowings 29 42
29 42
15 Net Debt Reconciliation
This section sets out an analysis of net debt and the
movements in net debt for each
of the periods presented.
For the period end 28 February 2023 31 August 2021
£'000 £'000
Cash and cash equivalents - 1
Borrowings 39 50
39 51
Borrowings Cash and cash equivalents Total
£ £ £
Net debt as at 31 August 2020 50 - 50
Financing cash flows - 1 1
Net debt as at 31 August 2021 50 1 51
Financing cash flows (11) (1) (12)
Net debt as at 28 February 2023 39 - 39
16 Share capital
For the period end 28 February 2023 31 August 2021
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.
17 Directors salaries, fees and Related parties
1) No salaries were paid to the directors during the period.
2023 2021
Charles Tatnall £ Nil £ Nil
Timothy Cottier £ Nil £ Nil
2) Consultancy fees paid to Tatbels Limited and Kinloch Corporate Finance
Limited
2023 2021
Tatbels Limited £86,400 £57,600
Kinloch Corporate Finance Limited £27,000 £32,400
These amounts are shown
net of irrecoverable VAT.
3) As at 28 February 2023, Tatbels Limited was owed accrued fees of
£121,600 (August 2021: £157,150) and Kinloch Corporate Finance Limited was
owed accrued fees of £49,780 (August 2021: £67,780). Charles is also owed a
further £21,690 on his Director's current account.
Tatbels Limited is controlled by Charles Tatnall.
Kinloch Corporate Finance Limited is controlled by Timothy Cottier.
4) Consultancy fees accrued to James Longley a shareholder and
ex-director and of the company amounted to £119,270 (August 2021: £154,820)
(including irrecoverable VAT). James is also owed a further £17,990 on his
loan account. James holds 5,000,000 shares in the company which are held
through Hargreaves Lansdown (Nominees) Limited. The amount of accrued fees has
been included in the Accruals owed at the balance sheet date.
5) Plutus Powergen PLC a company where both Charles Tatnall and Tim
Cottier are directors received a short-term unsecured loan from the company
totalling £7,000 (August 2021: £7,000), repayable upon demand and without
interest. The loan was still outstanding at the period end.
6) Plutus Energy Limited a company where Charles Tatnall is a director
received a short-term unsecured loan from the company totalling £206,700
(August 2021: £nil), repayable upon demand and without interest. The loan was
still outstanding at the period end.
18 Capital commitments
There was no capital expenditure contracted for at the end of the reporting
period but not yet incurred.
19 Ultimate controlling party
As at 28 February 2023 there is no ultimate controlling party.
20. Events after the reporting period
As detailed in the Strategic report, on 22 June 2023, Fandango Holdings plc
announced that it had executed non-binding Heads of Terms ('HoT') to acquire
European Battery Metals Pty Ltd ('the Acquisition').
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. 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 our business.
The Company will publish updates on the transaction as it progresses.
ENDS
For further information visit www.fandangoholdingsplc.com
(http://www.fandangoholdingsplc.com) or contact:
Charles Tatnall Fandango Holdings plc E: ctatnall@btinternet.com (mailto:ctatnall@btinternet.com)
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