REG - Fandango Hldgs Plc - Half-year Report
05/05/2022 10:00
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RNS Number : 4396K Fandango Holdings PLC 05 May 2022
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment
5 May 2022
Fandango Holdings plc ('Fandango' or 'the Company')
Interims
Fandango Holdings plc, the investment company, is pleased to provide its
interim financial accounts for the period ended 28 February 2022.
Chairman's Report
Fandango Holdings PLC ("the Company") is an investment company incorporated on
25 August 2016, with the original primary objective of undertaking a single
acquisition of a target company, business or asset in the industrial or
service sector.
On 23 December 2021, the Company entered into a non-binding Heads of with
Radair Limited, a Bahamian based Internet of Things provider, which has a
mature infrastructure and early-use phase of development, with some new
providers seeking to gain first-mover advantage and capture budding value by
facilitating the use of IoT for hardware manufacturers, software creators,
network partners and business and consumer end users. Radair, with its unique
approach, is one such provider.
Radair (a) manufactures and sells third-party as well as proprietary consumer
IoT network devices, such as consumer hubs (b) designs and deploys bespoke,
holistic enterprise IoT solutions, and (c) provides network infrastructure to
support generic IoT applications in mesh networks. This tripartite business
model means that the Target generates revenue from all three interlinked
layers of the fast-growing IoT ecosystem, whilst facilitating and deepening
the presence and penetration of each layer.
Additionally, the Target intends to earn revenue in the form of cryptocurrency
from its network provision activities, through 'Proof of Coverage' mining and
will issue its own cryptocurrency token, 'RAIR', which leverages a unique and
novel consensus mechanism to create a secure and decentralised data-driven
distributed ledger. The Directors intend for Radair's balance sheet value to
be driven, therefore, by fiat currency generated through device sale revenue,
third-party tokens mined from network provision and the value of the RAIR
token itself, a proportion of which will stay in the Target's possession.
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. It is anticipated that re-listing should take place
in Q3 2022.
Results for the period
For the period from 1 September 2021 to 28 February 2022, the Company's
results included the ongoing running costs of the Company including listing
fees on the London Stock Exchange and other advisory costs.
Risks and uncertainties
The Company is a relatively new entity, with only a brief operating history,
and therefore, investors have no basis on which to evaluate the Company's
ability to achieve its objective of identifying, acquiring and operating one
or more companies or businesses.
Going Concern
As stated in Note 1 to the condensed financial statements, 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 condensed financial statements.
Post Balance Sheet Events
There are no post balance sheet events other that the company is in the
process of raising "pre-IPO/RTO" funds sufficient to enable the company to
complete the re-listing process. Such funds will be converted into ordinary
shares of the company upon completion of the RTO.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months and description of principal risks and uncertainties for the remaining
six months of the year; and
(c) the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide
additional information to shareholders to assess the Company's strategies and
the potential for those strategies to succeed. The IMR should not be relied on
by any other party or for any other purpose.
Charles Tatnall
Chairman
4 May 2022
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 6 months ended Year ended
28 February 28 February 31 August 2021
2022 2021 GBP ('000)
GBP ('000) GBP ('000) (audited)
Notes (unaudited) (unaudited)
Continuing operations
Investment income 138 - (6)
Administrative expenses (89) (88) (183)
Listing costs (5) (5) (10)
Loan impairment - - (296)
Profit/(loss) before tax 44 (93) (496)
Taxation - - -
Profit/(loss) for the period 44 (93) (496)
Basic earnings per share (pence) 2 0.03p (0.07p) (0.37p)
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
Notes As at As at As at
28 February 28 February 31 August
2022 2021 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Investments held for resale - - 375
Prepayments & other receivables 221 698 10
Cash and cash equivalents - - 1
─────── ─────── ───────
Total Assets 221 698 386
═══════ ═══════ ═══════
Equity and Liabilities
Share capital 3 134 134 134
Share premium 579 579 579
Retained earnings (1,060) (702) (1,104)
─────── ─────── ───────
Total Equity (347) 12 (391)
Current Liabilities
Trade and other payables 530 643 735
Creditors due after more than one year
Other payables 38 43 42
─────── ─────── ───────
Total Liabilities 568 686 777
─────── ─────── ───────
Total Equity and Liabilities 221 698 386
═══════ ═══════ ═══════
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Capital Share premium Retained earnings Total
Equity
GBP ('000) GBP ('000) GBP ('000)
GBP ('000)
Equity at 31 August 2020 134 579 (608) 105
Loss for the Period - - (93) (93)
────── ────── ────── ──────
Equity at 28 February 2021 134 579 (701) 12
Loss for the Period - - (403) (403)
────── ────── ────── ──────
Equity at 31 August 2021 134 579 (1,104) (391)
Profit for the Period - - 44 44
────── ────── ────── ──────
Equity at 28 February 2022 134 579 (1,060) 347
══════ ══════ ═══════ ══════
FANDANGO HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
6 months ended 6 months ended Year ended
28 February 28 February 31 August
2022 2021 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Cash flows from operating activities
Operating profit / (loss) 44 (93) (495)
Interest receivable - - -
Impairment 297
Fair value movement - - 6
Interest payable - - -
Decrease/(increase) in receivables 369 (10) -
(Decrease)/increase) in payables (209) 154 245
─────── ─────── ───────
Net cash flows from operating activities 204 51 53
Cash flows from investing activities
Amounts (advanced to) / repaid by related parties (204) (51) 52
─────── ─────── ───────
Net cash flows from investing activities (204) (51) (52)
Cash flows from financing activities
Proceeds from borrowing - - -
Borrowings repaid (1) - -
Finance costs paid - - -
─────── ─────── ───────
Net cash flows from financing activities (1) - -
─────── ─────── ───────
Net increase/(decrease) in cash and cash equivalents (1) - 1
Cash and cash equivalents at the beginning of the period 1 - -
─────── ─────── ───────
Cash and cash equivalents at the end of the period - - 1
═══════ ═══════ ═══════
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Fandango Holdings Plc ('the company') is an investment company incorporated in
the United Kingdom. The address of the registered office is 27-28 Eastcastle
Street London W1E 8DN. 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 10 May 2017.
Basis of preparation
This announcement was approved and authorised to issue by the Board of
directors on 4 May 2022.
The financial information in this interim report has been prepared in
accordance with the International Financial Reporting Standards. IFRS
comprises standards issued by the International Accounting Standards Board
(IASB) and the interpretations issued by the International Financial Reporting
Interpretations Committee (IFRIC) as adopted by the European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective for the first
time in this period that would be expected to have a material impact on the
company.
The financial information has been prepared under the historical cost
convention, as modified by the accounting standard for financial instruments
at fair value.
The Directors are of the opinion that the financial information should be
prepared on a going concern basis, in the light of the Company's financial
resources.
These condensed interim financial statements for the six months ended 28
February 2022 and 28 February 2021 are unaudited and do not constitute full
accounts. The comparative figures for the period ended 31 August 2021 are
extracted from the 2021 audited financial statements. The independent
auditor's report on the 2021 financial statements was not qualified.
No taxation charge has arisen for the period and the Directors have not
declared an interim dividend.
Copies of the February 2022 interim report can be found on the Company's
website at www.fandangoholdingsplc.com.
Going concern
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 condensed financial statements.
2. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
For diluted loss per share, the weighted average number of ordinary shares in
issue is adjusted to assume conversion of all dilutive potential ordinary
shares.
The calculation of basic and diluted earnings per share is based on the
following figures:-
Period ended Period ended Year ended
28 February 28 February 31 August
2022 2021 2021
GBP GBP GBP
(unaudited) (unaudited) (audited)
Profit/(Loss) for the period 43,943 (92,995) (495,801)
Weighted average number of 134,002,000 134,002,000 134,002,000
shares - basic
Weighted average number of 134,002,000 159,002,000 134,002,000
shares - diluted
─────── ─────── ───────
Basic earnings per share (pence) 0.03p (0.07p) (0.37p)
Diluted learnings per share (pence) 0.03p (0.06p) (0.37p)
─────── ─────── ───────
The diluted loss per share 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
warrants were deemed to have expired during the year to 31 August 2021.
3. Share Capital
As at As at As at
28 February 28 February 31 August
2022 2021 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
134,002,000 Ordinary shares of £0.001 each 134 134 134
─────── ─────── ───────
4. Reports
A copy of this announcement will be mailed to shareholders and copies will be
available for members of the public at the Company's Registered Office 27-28
Eastcastle Street London W1E 8DN
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