REG - Fandango Hldgs Plc - Final Results
02/08/2024 18:15
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RNS Number : 0655Z Fandango Holdings PLC 02 August 2024
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment
2 August 2024
Fandango Holdings plc
('Fandango' or 'the Company')
Financial Results
Fandango Holdings plc is pleased to announce its Financial Results for the
year ended 29 February 2024.
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 year ended 29 February 2024, the Company's results include the running
costs of the Company, certain of the costs of the pending RTO referred to
below and the write off of certain loans due to the Company. 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
("EBM") ('the Acquisition').
The acquisition has proceeded with slight delays. The prospectus will shortly
be submitted for final approval by the United Kingdom Listing Authority
("UKLA") of the Financial Conduct Authority ("FCA") as due diligence,
documentation, and compliance with all regulatory requirements, including the
Listing and Prospectus Rules have been completed. The General Meeting ("GM")
of the Company will shortly be called, once approved by the UKLA, in order for
the shareholders of the Company to approve the transaction which, if approved,
will be followed by the subsequent relisting of the 25 for 1 consolidated
ordinary shares of the Company. The Acquisition constitutes 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 completion of
the GM 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 market will be informed of
the results of the GM in due course
Key performance indicators
As the Company has not completed its investment activity, which is the stated
aim of the company, there is no KPI available other than the pending potential
completion of the RTO as described above which is not yet complete and upon
which there has been expenditure incurred.
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 relevance 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
1. Business strategy
The Company is a relatively new entity with no operating history and has not
yet completed the acquisition of the suitable investment, the RTO described
above.
2. Liquidity Risk
The Directors have reviewed the working capital requirements and believe that
there is sufficient working capital to fund the business post completion of
the RTO for a period of at least twelve months. The costs of the acquisition
described above are to be paid for by the acquirer, being Fandango Holdings
PLC. These costs have been largely funded by way of a non-recourse
£350,000 loan to the acquiror which will be converted into shares upon
completion of the RTO. The funds raised upon completion will be sufficient to
defray working capital and capital expenditure costs of the Company for the
forthcoming year.
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
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.
Charles Tatnall, a director and shareholder, and James Longley, a shareholder,
have provided written confirmation of support confirming that they will
provide the necessary or required financial support to enable the Company to
meet all of its debts as and when they fall due up to the date of the
completion of the RTO which is preceded by the publication of the prospectus
including the Reporting Accountants Report on the RTO. The transaction will
complete when it is approved by the shareholders of the Company at General
Meeting which will be called concurrently with the publication of the
Prospectus after it has been approved by the UKLA. The dates are uncertain
currently but the company is currently aiming for late September 2024. The
company cannot be any more accurate on the dates as it is not known how long
it will take for the UKLA to approve the prospectus.
The directors further confirm that they will not seek repayment of the amount
owed by the company until such time as the company is able to repay it without
compromising its ability to continue to trade and to meet its liabilities as
they fall due. However, this letter of support specifically excludes the
amounts provided by the Reverse Take-Over target of Fandango Holdings PLC,
funds which are being provided by the acquiree towards the Reverse Take-over
of Fandango Holdings PLC.
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 the signing 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
Strategic Report and therefore there exists a material uncertainty as to the
going concern status of the Company.
Section 172 Statement
Fandango Holdings PLC had made loans to related parties being Plutus Energy
Limited and Plutus PowerGen PLC. A total of £207,000 was loaned in the
previous year and a further £157,000 was loaned in the current year under
review. The loans had no repayment terms and were interest free. Whilst
undocumented, the directors made the loans with the best intentions for the
benefit of the shareholders of all companies involved at the time of the loans
being made.
Separately to the RTO of Fandango Holdings PLC by EBM, both companies had been
contemplating transactions similar in nature to that of Fandango Holdings PLC.
Neither Plutus PowerGen PLC or Plutus Energy Limited completed their
contemplated transactions at the date of this report. Due to the lack of
documentation, it may be regarded that the duties of the directors under s.172
of the Companies Act 2006 may not have been complied with which was not the
intention of the directors when deciding that the loans to the above two
companies should be written off in these accounts. The directors had hoped
that the transactions Plutus Energy Limited and Plutus PowerGen PLC would
complete before the Fandango Holdings RTO described herein. These debts have
been formally waived as a post balance sheet event in accordance with the
terms of the contemplated RTO of Fandango by EBM as the transactions
previously contemplated by Plutus PowerGen PLC and Plutus Energy Limited as
described above are not now taking place which has therefore rendered the
loans as irrecoverable . Accordingly, full provision has been made against
these loans in the balance sheet at the reporting date.
Except for the above, 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. In doing
so, they have had regard (amongst other matters).
· 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 Company 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 Strategic Report forms part of the Company's annual accounts and reports.
The full set of accounts can be found at the registered office as stated in
the Company information or in the London Stock Exchange website.
The Auditor's Report on the annual accounts includes an "Emphasis of Matter"
to highlight the issues associated with the related party loans. The Audit
Report was unqualified and states that the Strategic Report and Director's
Report are consistent with the financial statements.
On behalf of the board,
Charles Tatnall
Director
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 29 FEBRUARY 2024
Year ended Period ended
29 February 2024
28 February 2023
£'000 £'000
Notes
Continuing operations
Investment income - 138
Listing costs (37) 1
Administrative expenses 5 (724) (279)
Finance cost 7 (15) (2)
Loss before taxation (776) (142)
Taxation 8 - -
Loss and comprehensive loss for the period (776) (142)
Basic and diluted loss per share from continuing and total operations 9 (0.58p) (0.37p)
Since there is no other comprehensive income, the loss for this year is the
same as the total comprehensive income for the period attributable to the
owners of the Company.
STATEMENT OF FINANCIAL POSITION
AS AT 29 FEBRUARY 2024
As at 29 February As at 28 February
2024 2023
Notes £'000 £'000
Assets
Current assets
Trade and other receivables 11 28 214
Cash and cash equivalents 12 - -
Total Assets 28 214
Equity and liabilities
Current liabilities
Trade and other payables 14 629 718
Non current liabilities
Borrowings 14 22 29
Total Liabilities 651 747
Equity attributable to equity holders of the Company
Share Capital - Ordinary shares 16 134 134
Share Premium 579 579
Convertible Loan Note Equity Reserve 686 -
Accumulated deficit (2,022) (1,246)
Total Equity (623) (533)
Total Equity and liabilities 28 214
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 29 FEBRUARY 2024
Year ended 29 February 2024 Period ended 28 February 2023
£'000 £'000
Cash flows from/(used in) operating activities
Operating loss (776) (142)
Interest payable 15 2
Liabilities written back - (8)
Provision against related party balances 301 -
(Increase)/Decrease in receivables 386 385
Increase/(Decrease) in payables (89) (11)
Net cash flow from operating activities (163) 226
Cashflows from/(used in) investing activities
Net amounts paid to related parties (180) (214)
(343) 12
Cash flows from/(used in) financing activities
Loan repaid (7) (13)
Loan received during the year 350 -
Net cash used in financing activities 343 (13)
Net change in cash and cash equivalents - (1)
Cash and cash equivalents at the beginning of the period - 1
Cash and cash equivalents at end of period - -
Represented by: Bank balances and cash - -
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
Notes Share capital Share Convertible Loan Note Equity Reserve Accumulated deficit Total equity
premium
£'000 £'000 £'000 £'000
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)
Loss for the year - - - (776) (776)
Recognition of equity component of Convertible Loan note issued - - 686 - 686
As at 29 February 2024 134 579 686 (2,022) (623)
Share capital is the amount subscribed for shares at nominal value.
Share premium represents amounts subscribed for share capital in excess of
nominal value.
Convertible Loan note Equity Reserve represents the equity component of loan
notes issued
Accumulated deficit represents the cumulative loss of the Company attributable
to equity shareholders.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
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 UK adopted IAS
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
financial statements are disclosed in Note 3. The preparation of financial
statements in conformity with UK adopted IAS 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 was a change in the financial year from 31 August 2022 to 28 February
2023. Therefore, the financial statements for the previous period are for 18
months and are not comparable to the current year numbers.
Both the functional and presentational currency in which the financial
statements are presented is GBP.
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.
As stated in the Going Concern section of the Strategic Report, the Directors
and James Longley, a shareholder, have provided written confirmation of
support confirming that they will provide the necessary or required financial
support to enable the Company to meet all of its debts as and when they fall
due up to the date of the completion of the RTO which is preceded by the
publication of the prospectus including the Reporting Accountants Report on
the RTO. The transaction will complete when it is approved by the shareholders
of the Company at General Meeting which will be called concurrently with the
publication of the Prospectus after it has been approved by the UKLA. The
dates are uncertain currently but the company is currently aiming for late
September 2024. The company cannot be any more accurate on the dates as it is
not known how long it will take for the UKLA to approve the prospectus
The directors further confirm that they will not seek repayment of the amount
owed by the company until such time as the company is able to repay it without
compromising its ability to continue to trade and to meet its liabilities as
they fall due. However, this letter of support specifically excludes the
amounts provided by the Reverse Take-Over target of Fandango Holdings PLC,
funds which are being provided by the acquiree towards the Reverse Take-over
of Fandango Holdings PLC.
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 Strategic 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 29 February 2024.
Description
Effective date
Newly effective standards for 1 January 2023 to 31 December 2023
IFRS 18 - Presentation and Disclosure in Financial Statements was issued In 1 January 2027
April 2024
IFRS 19 - Subsidiaries without Public Accountability: Disclosures. The
1 January 2027
International Accounting Standards Board has published IFRS 19
which permits eligible subsidiaries to provide reduced disclosures
under IFRS but still apply the full set of recognition, measurement and
presentation requirements
Sale or Contribution of Assets between an Investor and its Associate or Joint
Venture (Amendments to IFRS 10 and IAS 28)
1 January 2024
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
Non-current Liabilities with Covenants (Amendments to IAS 1)
1 January 2024
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
1 January 2024
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
1 January 2024
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.
· 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.
2.3. Convertible Loan notes
Convertible loan notes are assessed on inception and classified as either a
liability, equity or a compound financial instrument in accordance with IAS
32.
When a convertible loan note is assessed a liability, it is recognized
initially at fair value, net of transaction costs. After initial
recognition, loans are subsequently carried at amortized cost. Any
difference between the proceeds (net of transaction costs) and the redemption
value is recognized in the consolidated statement of income (loss) and
comprehensive income (loss) over the period of the borrowings using the
effective interest method. Fees paid on the establishment of loan facilities
are capitalized as a prepayment for liquidity services and amortized over the
period of the loan to which it relates.
The interest expense on the liability component is calculated by applying the
prevailing market interest rate, at the time of issue, for similar
non-convertible debt to liability component of the instrument. The difference
between this amount and the interest paid is the added to the carrying amount
of the convertible bonds.
2.4 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.
2.5 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. The convertible loans are
recognised as equity when the conversion feature meets the 'fixed for fixed'
criterion results in the conversion of a fixed amount of stated principal into
a fixed number of shares and there is no obligation to transfer economic
benefit which the company cannot avoid
(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. The loans to related
companies have been provided against during the year and is addressed in the
s.172 statement. Please see Note 17 Related Party Transactions and Note 5
Operating loss, expenses by nature and personnel.
(b)Convertible loan notes
Convertible loan notes are assessed on inception and classified as either a
liability, equity, or a compound financial instrument in accordance with IAS
32. The classification of the convertible loan note as either a liability or
as equity requires judgement. The convertible loans are recognised as equity
when the conversion feature meets the 'fixed for fixed' criterion results in
the conversion of a fixed amount of stated principal into a fixed number of
shares
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, of the companies prior to providing the loans to limit the
risk of default.
5 Operating loss, expenses by nature and personnel
Year ended Period ended
29 February 2024 28 February
2023
£'000 £'000
Operating loss is stated after charging:
Directors' fees 133 113
Consultancy and advisory fees 18 96
Credit loss recognised on related party loans (see s172 statement and related 394 0
party note)
Audit fees 42 44
Other administrative expenses 137 26
Total administrative expenses 724 279
The year end provision is for the credit loss on the related party loans and
the subsequent formal waiver post balance sheet - please see Note 20, events
after the reporting period.
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 £133,000 (2023:
£113,000) 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 29 February 28 February
2024 2023
£'000 £'000
Bank interest 1 2
Loan note interest adjustment 14 -
15 2
8 Taxation
For the period ended 29 February 28 February
2024 2023
£'000 £'000
Total current tax - -
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (776) (142)
Loss on ordinary activities before taxation multiplied by standard rate of UK (190) (27)
corporation tax of 25% (2023: 24.5%)
Effects of:
Non-deductible expenses 96 -
Tax losses carried forward 94 27
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 £1,604,689 (2023:
£1,228,594 available for carry forward against future trading profits.
The tax losses have resulted in a deferred tax asset at a rate of 25% (2023:
25%) of approximately £401,172 (2023: £307,148) 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 29 February 28 February
2023
2024
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 (£776,380) (£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 and diluted loss per share (0.58p) (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 29 February 28 February
2024 2023
£'000 £'000
Other receivables 28 213
Prepayments - 1
28 214
12 Cash and cash equivalents
For the period end 29 February 28 February
2024 2023
£'000 £'000
Cash at bank - -
- -
13 Financial instruments
The Company's financial instruments comprise cash and cash equivalents, loans
to related parties and company loans to related parties have been written off
during the year, and payables which arise directly from its operations. It is,
and has been throughout the year 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.
For the period end 29 February 28 February 2023
2024
£'000 £'000
Financial Assets at amortised cost
Cash and cash equivalents - -
Other debtors 28 214
28 214
Financial Liabilities at amortised cost
Trade and other payables 651 747
651 747
Net Financial Liabilities (623) (533)
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 transacts 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 29 February 28 February 2023
2024
£'000 £'000
Trade and other payables 149 375
Bank borrowings 10 10
Accruals 470 333
629 718
Non-current liabilities
For the period end 29 February 28 February 2023
2024
£'000 £'000
Bank borrowings 22 29
22 29
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 29 February 28 February 2023
2024
£'000 £'000
Cash and cash equivalents - -
Borrowings 32 39
32 39
Borrowings Cash and cash equivalents Total
£ £ £
Net debt as at 31 August 2021 50 1 51
Financing cash flows - - -
Net debt as at 28 February 2023 50 1 51
Financing cash flows (11) (1) (12)
Net debt as at 29 February 2024 39 - 39
16 Share capital
For the period end 29 February 2024 28 February 2023
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.
2024 2023
Charles Tatnall £ Nil £ Nil
Timothy Cottier £ Nil £ Nil
2) Consultancy fees paid to Brookborne Limited and Kinloch Corporate
Finance Limited
2024 2023
Brookborne Limited £57,600 £86,400
Kinloch Corporate Finance Limited £18,000 £27,000
These amounts are shown
net of irrecoverable VAT.
3) As at 29 February 2024, Brookborne Limited was owed accrued fees of
£179,200 (February 2023: £121,600) and Kinloch Corporate Finance
Limited was owed accrued fees of £67,780 (February 2023: £49,780). Charles
Tatnall is also owed a further £60,895 on his Director's current account and
Timothy Cottier is owed £9,035 on his Directors loan account.
Brookborne 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 £57,600 (February 2023: £119,270)
(including irrecoverable VAT). James Longley is also owed a further £87,175
on his loan account. James holds 27,500,000 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 Timothy
Cottier are Directors received additional short-term unsecured loans from the
Company totalling £157,000 (February 2023: £7,000), repayable upon demand
and without interest. The loan balance of £157,000 was provided against by
the company at the year end and formally waived post year end. Please see note
20.
6) Plutus Energy Limited a Company where Charles Tatnall is a Director
had received additional short-term unsecured loans from the Company totalling
£236,700 (February 2023: £206,700), repayable upon demand and without
interest. The loan balance of £236,700 was provided against o by the company
at the year end and written off post year 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 29 February 2024 there is no ultimate controlling party.
20. Events after the reporting period
On 30 July 2024 James Longley and Charles Tatnall agreed the write off of
£139,606 of accrued management fees. Please see Note 20.
Fandango Holdings PLC had made loans from the Company to related parties being
Plutus Energy Limited and Plutus PowerGen PLC. A total of £207,000 was loaned
in the previous year and a further £157,000 was loaned in the current year
under review. The loans had no repayment terms and were interest free. These
debts have been formally waived as a post balance sheet event in accordance
with the terms of the contemplated RTO of Fandango by EBM. Accordingly, as
described in the Section 172 statement, full provision has been made against
these loans in the balance sheet for the year ended 29 February 2024.
ENDS
For further information visit www.fandangoholdingsplc.com
(http://www.fandangoholdingsplc.com) or contact:
Charles Tatnall Fandango Holdings plc E: ctatnall@btinternet.com
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