REG - Fandango Hldgs Plc - Half-year Report
28/11/2023 07:00
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RNS Number : 7619U Fandango Holdings PLC 28 November 2023
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment
28 November 2023
Fandango Holdings plc
('Fandango' or 'the Company')
Interim Results
Fandango Holdings plc announces its Interim Results for the period ended 31
August 2023.
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 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') ("EBM").
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 ('RTO") 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 transaction is progressing well, and the Company is currently on target to
complete the RTO in the first quarter of 2024 and the draft prospectus is
expected to be submitted to the FCA by 30 November 2023 for their review.
On 30 August 2023, the Company received £350,000 from an investor to be
applied to defray the running costs of the company and the costs of the RTO.
Results for the period
For the period from 1 March 2023 to 31 August 2023, the Company's results
included the ongoing running costs of the Company including listing fees on
the London Stock Exchange and other advisory costs and minor costs, at this
stage, relating to the proposed RTO described above. These costs have
increased materially in the subsequent period as the company approaches filing
the prospectus for the proposed RTO with FCA.
Long-term strategy and business objectives
The current strategy of the Company is to complete the proposed RTO of EBM as
swiftly as possible and within the timescale indicated above.
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.
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 to report.
Charles Tatnall
Chairman
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 6 months ended 18 months ended
31 August 28 February 28 February 2023
2023 2022 GBP ('000)
GBP ('000) GBP ('000) (audited)
Notes (unaudited) (unaudited)
Continuing operations
Investment income - 138 138
Administrative expenses (109) (89) (279)
Listing costs - (5) 1
Finance cost (1) - (2)
(Loss) / profit before tax (110) 44 (142)
Taxation - - -
(Loss) / profit for the period (110) 44 (142)
Basic (loss) / earnings per share (pence) 2 (0.08p) 0.03p (0.11p)
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
Notes As at As at As at
31 August 28 February 28 February
2023 2022 2023
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Trade and other receivables 214 221 214
Cash and cash equivalents 350 - -
─────── ─────── ───────
Total Assets 564 221 214
═══════ ═══════ ═══════
Equity and Liabilities
Share capital 3 134 134 134
Share premium 579 579 579
Retained earnings (1,356) (1,060) (1,246)
─────── ─────── ───────
Total Equity (643) (347) (533)
Current Liabilities
Trade and other payables 1,181 530 718
Creditors due after more than one year
Other payables 26 38 29
─────── ─────── ───────
Total Liabilities 1,207 568 747
─────── ─────── ───────
Total Equity and Liabilities 564 221 214
═══════ ═══════ ═══════
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 2021 134 579 (1,104) (391)
Profit for the Period - - 44 44
────── ────── ────── ──────
Equity at 28 February 2022 134 579 (1,060) (347)
Loss for the Period - - (186) (186)
────── ────── ────── ──────
Equity at 28 February 2023 134 579 (1,246) (533)
Loss for the Period - - (110) (109)
────── ────── ────── ──────
Equity at 31 August 2023 134 579 (1,356) (643)
══════ ══════ ═══════ ══════
INTERIM CONDENSED CASH FLOW STATEMENT
6 months ended 6 months ended 18 months ended
31 August 28 February 28 February
2023 2022 2023
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Cash flows from operating activities
Operating (loss) / profit (109) 44 (142)
Liabilities written back - - (8)
Interest payable 1 - 2
Decrease/(increase) in receivables - 369 385
Increase/(decrease) in payables 114 (209) (11)
─────── ─────── ───────
Net cash flows from operating activities 6 204 226
Cash flows from investing activities
Amounts (advanced to) / repaid by related parties - (204) (214)
─────── ─────── ───────
Net cash flows from investing activities - (204) (214)
Cash flows from financing activities
Loan repaid (6) (1) (13)
Loan received 350
Finance costs paid - - -
─────── ─────── ───────
Net cash flows from financing activities 344 (1) (13)
─────── ─────── ───────
Net increase / (decrease) in cash and cash equivalents 350 (1) (1)
Cash and cash equivalents at the beginning of the period - 1 1
─────── ─────── ───────
Cash and cash equivalents at the end of the period 350 - -
═══════ ═══════ ═══════
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 interim condensed report was approved and authorised to issue by the
Board of directors on 29 November 2023
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 31
August 2023 and 28 February 2022 are unaudited and do not constitute full
accounts. The comparative figures for the period ended 28 February 2023 are
extracted from the 2023 audited financial statements. The independent
auditor's report on the 2023 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 August 2023 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 Period ended
28 February 28 February 28 February
2022 2021 2023
GBP GBP GBP
(unaudited) (unaudited) (audited)
(Loss) / profit for the period (109,785) 43,943 (141,320)
Weighted average number of 134,002,000 134,002,000 134,002,000
shares - basic
Weighted average number of 134,002,000 134,002,000 134,002,000
shares - diluted
─────── ─────── ───────
Basic and diluted earnings per share (pence) (0.08p) 0.03p (0.11p)
─────── ─────── ───────
3. Share Capital
As at As at As at
31 August 28 February 28 February
2023 2022 2023
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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