REG - Fandango Hldgs Plc - Interim Management Report: 6 months to 31/08/24
29/11/2024 15:00
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RNS Number : 2411O Fandango Holdings PLC 29 November 2024
FANDANGO HOLDINGS PLC
Interim Management Report
Half yearly report for the period ended 31 August 2024
To the members of Fandango Holdings plc
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 Company has prepared a prospectus in relation to the Acquisition, which is
currently being reviewed by the United Kingdom Listing Authority, part of the
Financial Conduct Authority for approval and progress is being made with
respect of that. The company has been hampered slightly in terms of timing due
to different year and period ends of the target company which has meant that
we have to prepare a further set of EBM accounts, which was not expected, and
these will be subject to review by the Reporting Accountants, Haysmacintyre
who will update their report to reflect the latest set of accounts from EBM
and these interim accounts for Fandango.
Following approval by the UKLA the company will make an 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 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 and the directors and it's financing by new
investors and shareholders.
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.
Results for the period
For the period from 1 March 2024 to 31 August 2024, the Company's results
include, inter alia, the ongoing running costs of the Company such as audit
costs in addition to advisory costs, legal fees and reporting accountants'
fees relating to the proposed RTO described above. These costs have increased
in the period as the company approaches finalising the prospectus for the
proposed RTO with FCA. The directors have not drawn fees during the period
under review.
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. The directors
would like to thank the directors of EBM and the incoming investors for their
continued patience during this RTO process the directors are aiming to
conclude as soon as practicable.
Risks and uncertainties
The Company has 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 to report.
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
27 November 2024
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 6 months ended 12 months ended
31 August 31 August 29 February 2024
2024 2023 GBP ('000)
GBP ('000) GBP ('000) (audited)
Notes (unaudited) (unaudited
Continuing operations
Administrative expenses (136) (109) (724)
Listing costs (41) - (37)
Finance cost (1) (1) (15)
Loss before tax (178) (110) (776)
Taxation - - -
(Loss) / profit for the period (178) (110) (776)
Basic (loss) / earnings per share (pence) 2 (0.08p) (0.08p) (0.58p)
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
Notes As at As at As at
31 August 31 August 29 February
2024 2023 2024
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Trade and other receivables 58 214 28
Cash and cash equivalents - 350 -
─────── ─────── ───────
Total Assets 58 564 28
═══════ ═══════ ═══════
Equity and Liabilities
Share capital 3 134 134 134
Share premium 579 579 579
Convertible Loan Note Reserve 686 - 686
Retained earnings (2,200) (1,356) (2,022)
─────── ─────── ───────
Total Equity (801) (643) (623)
Current Liabilities
Trade and other payables 839 1,181 629
Creditors due after more than one year
Other payables 20 26 22
─────── ─────── ───────
Total Liabilities 859 1,207 651
─────── ─────── ───────
Total Equity and Liabilities 58 564 28
═══════ ═══════ ═══════
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Capital Share premium Convertible Loan Note Equity Reserve Retained earnings Total
GBP ('000) Equity
GBP ('000) GBP ('000) GBP ('000)
GBP ('000)
Equity at 28 February 2023 134 579 (1,246) (533)
Profit for the Period - - (110) (110)
────── ────── ────── ──────
Equity at 31 August 2023 134 579 (1,356) (643)
Loss for the Period - - (666) (666)
Equity Component of Convertible Loan Note issued 686 686
────── ────── ────── ────── ──────
Equity at 29 February 2024 134 579 686 (2,022) (623)
Loss for the Period - - - (178) (178)
────── ────── ────── ────── ──────
Equity at 31 August 2024 134 579 686 (2,200) (801)
══════ ══════ ══════ ═══════ ══════
FANDANGO HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
6 months ended 6 months ended 12 months ended
31 August 31 August 29 February
2024 2023 2024
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Cash flows from operating activities
Operating (loss) / profit (178) (109) (776)
Provision against related party balances - - 301
Interest payable 1 1 15
Decrease/(increase) in receivables (30) - 386
Increase/(decrease) in payables 209 114 (89)
─────── ─────── ───────
Net cash flows from operating activities 2 6 (163)
Cash flows from investing activities
Amounts (advanced to) / repaid by related parties - - (180)
─────── ─────── ───────
Net cash flows from investing activities - - (343)
Cash flows from financing activities
Loan repaid (2) (6) (7)
Loan received 350 350
─────── ─────── ───────
Net cash flows from financing activities (2) 344 343
─────── ─────── ───────
Net increase / (decrease) in cash and cash equivalents - 350 -
Cash and cash equivalents at the beginning of the period - - -
─────── ─────── ───────
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 27 November 2024
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 2024 and 31 August 2023 are unaudited and do not constitute full
accounts. The comparative figures for the period ended 29 February 2024 are
extracted from the 2024 audited financial statements. The independent
auditor's report on the 2024 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 2024 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
31 August 31 August 29 February
2024 2023 2024
GBP GBP GBP
(unaudited) (unaudited) (audited)
(Loss) / profit for the period (177,562) (109,785) (776,380)
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) (0.13p) (0.08p) (0.58p)
─────── ─────── ───────
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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