REG - Fandango Hldgs Plc - Interim Results

Fandango HoldingsAnnouncement

30/05/2019 14:00

RNS Number : 6340A
Fandango Holdings PLC
30 May 2019
 


 
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment
 
30 May 2019
 
Fandango Holdings Plc ("Fandango" or the "Company")
 
Interim Report
for the Period Ended 28 February 2019
 
Chairman's Report
 
Fandango Holdings Plc 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.
 
As reported in the accounts for the year ended 31 August 2018 dated 24 April 2019, the Company had announced in December 2018 that it had signed a non-binding Heads of Terms agreement to acquire the entire issued share of Konnect Mobile Communications Inc.  Fandango is no longer in discussions with Konnect following the failure to raise the required initial funding for the Acquisition.  The Company has incurred nominal costs during the due diligence process.
 
Fandango continues to review other acquisition opportunities and will look to provide the market with updates in due course.
 
Results for the period
For the period from 1 September 2018 to 28 February 2019, 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.
 
 
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
 
30 May 2019

 
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
 
 
 
 
 
 




 


 
 
 
 
Notes


6 months ended
  28 February
2019
GBP ('000)
(unaudited)


 


6 months ended
  28 February
2018
GBP ('000)
(unaudited)


 


Year ended
  31 August 2018
GBP ('000)
(audited)




 


 


 


 


 


 


 




Investment income


 


36


 


-


 


39




Administrative expenses              


 


(111)


 


(153)


 


(278)




Listing costs


 


(24)


 


-


 


(51)




 


 


 


 


 


 


 




Loss before taxation


 


(99)


 


(153)


 


(290)




Taxation


 


-


 


-


 


-




 


 


 


 


 


 


 




Loss for the period


 


(99)


 


(153)


 


(290)




 


 


══════


 


══════


 


══════




 


 


 


 


 


 


 




Basic loss per share (pence)


2


(0.07p)


 


(0.11p)


 


(0.22p)




Diluted loss per share (pence)


 


(0.06p)


 


(0.09p)


 


(0.19p)




 


 


 


 


 


 


 




 
 
 
FANDANGO HOLDINGS PLC
 
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
 
 
 
 




 


Share Capital
 
GBP ('000)


Share premium
 
GBP ('000)


Retained earnings
 
GBP ('000)


Total
Equity
 
GBP ('000)




 


 


 


 


 




Equity at 31 August 2017


134


579


(200)


513




 


 


 


 


 




Loss for the Period


-


-


(153)


(153)




 


──────


──────


──────


──────




Equity at 28 February 2018


134


579


(353)


360




 


 


 


 


 




Loss for the Period


-


-


(137)


(137)




 


──────


──────


──────


──────




Equity at 31 August 2018


134


579


(490)


223




 


 


 


 


 




Loss for the Period


-


-


(99)


(99)




 


 


 


 


 




 


──────


──────


──────


──────




Equity at 28 February 2019


134


579


(589)


124




 


══════


══════


═══════


══════




  
 
 
 
FANDANGO HOLDINGS PLC
 
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
 
 
 




 


Notes


As at
  28 February
2019
GBP ('000)
(unaudited)


As at
  28 February
2018
GBP ('000)
(unaudited)


As at
  31 August
2018
GBP ('000)
(audited)




Assets


 


 


 


 




Current assets


 


 


 


 




Prepayments & other receivables


 


200


71


204




Cash and cash equivalents


 


8


323


53




 


 


───────


───────


───────




Total Assets


 


208


394


257




 


 


═══════


═══════


═══════




 


 


 


 


 




Equity and Liabilities


 


 


 


 




Share capital


3


134


134


134




Share premium


 


579


579


579




Retained earnings


 


(589)


(353)


(490)




 


 


───────


───────


───────




Total Equity


 


124


360


223




 


 


 


 


 




Current Liabilities


 


 


 


 




Trade and other payables


 


84


34


34




 


 


 


 


 




 


 


───────


───────


───────




Total Liabilities


 


84


34


34




 


 


───────


───────


───────




Total Equity and Liabilities


 


208


394


257




 


 


═══════


═══════


═══════




 
 
 
 
FANDANGO HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
 
 




 


6 months ended
  28 February
2019
GBP ('000)
(unaudited)


6 months ended
  28 February
2018
GBP ('000)
(unaudited)


Year ended
  31 August 
2018
GBP ('000)
(audited)




 


 


 


 




Cash flows from operating activities


 


 


 




Operating loss


(99)


(153)


(290)




Interest receivable


(36)


-


(39)




Interest payable


2


 


 




(Increase)/decrease in receivables


7


(18)


29




Increase/(decrease) in payables


37


26


26




 


───────


───────


───────




Net cash flows from operating activities


(89)


(145)


(274)




 


 


 


 




Cash flows from investing activities


 


 


 




Amounts advanced to related parties


-


-


(141)




Amounts repaid from related parties


33


 


-




 


───────


───────


───────




Net cash flows from investing activities


33


-


(141)




 


 


 


 




Cash flows from financing activities


 


 


 




Loan received from related parties


11


-


-




 


───────


───────


───────




Net cash flows from financing activities


11


-


-




 


 


 


 




 


 


 


 




 


───────


───────


───────




Net increase/(decrease) in cash and cash equivalents
 


(45)


(145)


(415)




Cash and cash equivalents at the beginning of the period


53


468


468




 


───────


───────


───────




Cash and cash equivalents at the end of the period


8


323


53




 


═══════


═══════


═══════




 
 
 
 
 
 
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 30 May 2019.
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 2019 and 28 February 2018 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 August 2018 are extracted from the 2018 audited financial statements. The independent auditor's report on the 2018 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 2019 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. Loss per share
 
Basic loss 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
  28 February
2019
GBP
(unaudited)


Period ended
  28 February
2018
GBP
(unaudited)


Year ended
  31 August
2018
GBP
(audited)
 




Loss for the period


(98,907)


(153,108)


(290,190)




 


 


 


 




Weighted average number of
  shares - basic
 


134,002,000


134,002,000


134,002,000




Weighted average number of
  shares - diluted
 


159,002,000


159,002,000


159,002,000




 


───────


───────


───────




Basic loss per share (pence)


(0.07p)


(0.11p)


(0.22p)




Diluted loss per share (pence)        


(0.06p)


(0.09p)


(0.19p)




 


───────


───────


───────




 
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.
 
 
3. Share Capital




 


 


As at
28 February
2019
GBP ('000)
(unaudited)


As at
28 February
2018
GBP ('000)
(unaudited)


 As at
31 August
2018
GBP ('000)
(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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