REG - GS Chain PLC - Interim Results - 31 December 2025
08/05/2026 14:45
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RNS Number : 6571D GS Chain PLC 08 May 2026
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014, AS AMENDED WHICH, BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
GS CHAIN PLC
("GS Chain" or the "Company")
Interim Results - 31 December 2025
GS Chain Plc, a UK company admitted to the Equity Shares (Shell Companies)
category of the Official List of the Financial Conduct Authority (the
"Official List") and to the main market of the London Stock Exchange Group Plc
("Main Market"), is pleased to announce its unaudited interim results for the
six month period ended 31 December 2025. These results can also be found on
the Company's website.
For further information please contact:
Paul Carroll, Director Paul@gschain.com (mailto:Paul@gschain.com)
Bowsprit Partners Limited, Financial Adviser +44 (0)203 883 4430
John Treacy / Luis Brime
COMPANY INFORMATION
Directors P Caroll (appointed 9 February 2026)
L Filipovic (resigned 24 April 2026)
S D A J Guerin
M J Wilson
Company secretary Bowsprit Mercantile Services Ltd
Registered number 13310485
Registered office 71-75 Shelton Street
London
United Kingdom
WC2H 9JQ
CONTENTS
Page
Directors' report 1-2
Directors' responsibility statement 3
Unaudited condensed statement of comprehensive income 4
Unaudited condensed statement of financial position 5
Unaudited condensed statement of changes in equity 6
Unaudited condensed statement of cash flows 7
Notes to the condensed financial statements 8
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the condensed financial statements for
the period.
Directors
The directors at the date of this report were:
P Caroll (appointed 9 February 2026)
S D A J Guerin
M J Wilson
Important events
The board remains committed to pursuing a deal that will bring long term value
to investors, and, accordingly, the Company continues with its efforts to
further progress the proposed acquisition of GMM Acquisition Corp, Inc (see
below).
On 16 October 2025, the Company announced that it had entered into a
Convertible Investment Agreement with Citymeade Limited ("the Investor").
Pursuant to the agreement the investor agreed to provide up to £300,000 (the
"Investment Amount") to support the Company's future acquisitions strategy and
general working capital, for the right to convert such Investment Amount,
subject to certain restrictions, into new ordinary shares of £0.000167 in the
ordinary share capital of the Company at a fixed conversion price of £0.0025
per share.
During the period, funds amounting to £165,898 were drawn down under this
agreement. On 4 March 2026, the Company announced it had entered into a
termination and settlement agreement in respect of this convertible loan note,
such that £120,000 of the loans advanced to the Company were converted into
48,000,000 new ordinary shares of £0.000167 each in the share capital of the
Company.
On 17 February 2026, the Company announced that it had entered into a
non-binding, conditional, exclusive heads of terms for the proposed
acquisition of GMM Acquisition Corp, Inc ("Initial Transaction"), which stated
that GMM is in the process of acquiring Giraudy Holding SAS, MediaLine SAS and
Source Digital, Inc. ("GMM Acquisitions"). The consideration for the Initial
Transaction is intended to be satisfied entirely through the issue of new
ordinary shares in the Company. At completion and subject to the Initial
Transaction becoming unconditional ("Completion"), the Company intends to seek
admission of its enlarged share capital to the Equity Shares (Commercial
Companies) category of the Official List and to trading on the Main Market.
Immediately prior to the announcement of the proposed transaction, the
Company's shares were suspended from trading.
On 14 April 2026, the Company announced that it had applied to the London
Stock Exchange for the admission of 48,000,000 new shares to be admitted to
trading, noting that the Company's shares currently remain suspended from
trading.
The Directors have also assessed the principal risks and uncertainties and
have disclosed these in the notes included in this report.
As per Note 2.2, the Directors are of the opinion that the Company had
adequate resources to continue in operational existence for the foreseeable
future.
The condensed interim report has not been audited.
This report was approved by the board and signed on its behalf on 08 May 2026.
P Caroll
Director & CEO
DIRECTOR'S RESPONSIBILITY STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Directors accept responsibility for the information contained in this set
of interim results for the six-month period ended 31 December 2025.
To the best of the knowledge of the Directors:
· The condensed set of financial statements are prepared in
accordance with the applicable set of accounting standards (with IAS 34
'Interim Financial Reporting' as contained in UK-adopted IFRS), give a true
and fair view of the assets, liabilities, financial position and profit or
loss of GS Chain Plc;
· the interim management report, titled 'Directors' report'
includes an indication of important events that have occurred during the first
six months of the financial year and beyond, and their impact on the condensed
set of financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and
· 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), including:
o important events that have occurred during the first six months of the
year;
o the impact of those events on the financial statements;
o a description of the principal risks and uncertainties; and
o details of any related party transactions that have materially affected
the Company's financial position or performance in the six months ended 31
December 2025.
The directors acknowledge that they are responsible for all information drawn
up and made public in this set of interim results for the period ended 31
December 2025.
P Caroll
Director
Date: 08 May 2026
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
Note Period ended Year ended Period ended
31 Dec 2025 30 Jun 2025 31 Dec 2024
(unaudited) (audited) (unaudited)
£ £ £
Administrative expenses (169,698) (217,613) (169,150)
Loss from operations (169,698) (217,613) (169,150)
Loss for the period (169,698) (217,613) (169,150)
Other comprehensive income - - -
Total comprehensive income (169,698) (217,613) (169,150)
Pence Pence Pence
Earnings per share attributable to the ordinary equity holders of the Company
Basic and diluted 7 (0.04) (0.05) (0.04)
CONDENSED STATEMENT OF FINANCIAL POSITION
FOR THE PERIOD ENDED 31 DECEMBER 2025
Note 31 Dec 2025 30 Jun 2025 31 Dec 2024
(unaudited) (audited) (unaudited)
£ £ £
Assets
Current assets
Trade and other receivables 8 - 787 82,911
Cash and cash equivalents 569,760 569,760 529,798
Total assets 569,760 570,547 612,709
Liabilities
Current liabilities
Trade and other payables 9 164,548 161,536 153,910
Borrowings 10 1,146,899 981,000 982,325
Total liabilities 1,311,447 1,142,536 1,136,235
Net liabilities (741,687) (571,989) (523,526)
Funded by:
Issued capital and reserves
Share capital 11 66,798 66,798 66,798
Share premium reserve 11 927,802 927,802 927,802
Retained earnings (1,736,287) (1,566,589) (1,518,126)
Total equity (741,687) (571,989) (523,526)
The financial statements on pages 4 to 17 were approved and authorised for
issue by the board of directors and were signed on its behalf by:
P Caroll
Director
Date: 08 May 2026
CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
Share capital Share premium Retained earnings Total
£ £ £ £
At 1 Jul 2024 (audited) 66,798 927,802 (1,348,976) (354,376)
Total comprehensive loss for the period - - (169,150) (169,150)
At 31 Dec 2024 (unaudited) 66,798 927,802 (1,518,126) (523,526)
Total comprehensive loss for the period - - (48,463) (48,463)
At 30 Jun 2025 (audited) 66,798 927,802 (1,566,589) (571,989)
Total comprehensive loss for the period - - (169,698) (169,698)
At 31 Dec 2025 (unaudited) 66,798 927,802 (1,736,287) (741,687)
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Note Period ended Year ended Period ended
31 Dec 2025 30 Jun 2025 31 Dec 2024
(unaudited) (audited) (unaudited)
£ £ £
Cash flows from operating activities
Loss for the period (169,698) (217,613) (169,150)
Adjustments for movements in working capital
Decrease in trade and other receivables 787 74,397 -
(Decrease)/increase in trade and other payables 3,012 (148,078) (163,431)
Net cashflow from operating activities (165,899) (291,294) (332,581)
Cash flows from financing activities
Proceeds from / (repayment of) loans 165,899 300,000 301,325
Net cashflow from financing activities 165,899 300,000 301,325
Net cashflow for the year - 8,706 (31,256)
Opening cash and cash equivalents 569,760 561,054 561,054
Closing cash and cash equivalents 569,760 569,760 529,798
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
1. Reporting entity
GS Chain Plc is a public company limited by shares incorporated in England and
Wales under company number 13310485. The registered office is situated at
71-75 Shelton Street, London, United Kingdom, WC2H 9JQ.
2. Accounting policies
2.1 Accounting convention
The unaudited interim condensed financial statements for the period ended 31
December 2025 have been prepared in accordance with IAS 34 Interim Financial
Reporting. They do not include all the information required for a complete set
of IFRS financial statements. However, selected explanatory notes are included
to explain events and transactions that are significant to an understanding of
the changes in the Company's financial position and performance since the last
annual financial statements as at the year ended 30 June 2025. The results for
the period ended 31 December 2025 are unaudited.
The unaudited condensed interim financial statements for the period ended 31
December 2025 have adopted accounting policies consistent with those followed
in the preparation of the Company's audited annual financial statements for
the year ended 30 June 2025.
The unaudited condensed interim financial statements are prepared in sterling,
which is the functional currency. Monetary amounts in these financial
statements are rounded to the nearest £.
2.2 Going concern
The directors have, at the time of approving the unaudited condensed interim
financial statements for the period ended 31 December 2025, a reasonable
expectation that the Company has adequate resources to continue in operations
for the foreseeable future, details of which are included in Note 12. While
the Company has net liabilities of £741,687 as of 31 December 2025, the
directors are confident that financing will remain available to the Company,
and that additional sources of finance will become available. The directors
have committed that the director loans of £981,000, whilst repayable on
demand, are not to be repaid until the Company is able to do so without
impacting the Company's solvency, or, alternatively, to convert the director
loans into equity. Thus, the directors continue to adopt the going concern
basis of accounting in preparing the financial statements.
2.3 Cash and cash equivalents
Cash represents cash in hand and deposits held on demand with fintech
specialised banking solutions.
In the presentation of the Statement of Cash flows, cash and cash equivalents
also include bank overdrafts, if applicable. Any such overdrafts are shown
within borrowings under 'current liabilities' on the Statement of Financial
Position.
2.4 Financial assets
Financial assets are recognised in the Company's statement of financial
position when the Company becomes party to the contractual provisions of the
instrument. Financial assets are classified into specified categories,
depending on the nature and purpose of the financial assets.
Financial assets held at cost
Financial instruments are classified as financial assets measured at cost
where the objective is to hold these assets in order to collect contractual
cash flows, and the contractual cash flows are solely payments of principal.
They are initially recognised at fair value plus transaction costs directly
attributable to their acquisition or issue, and are subsequently carried at
cost, less provision for impairment where necessary.
Impairment of financial assets
Financial assets carried at cost are assessed for indicators of impairment at
each reporting end date.
The expected credit losses associated with these assets are estimated on a
forward-looking basis. A broad range of information is considered when
assessing credit risk and measuring expected credit losses, including past
events, current conditions, and reasonable and supportable forecasts that
affect the expected collectability of the future cash flows of the instrument.
of the future cash flows of the instrument.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash
flows from expire, or when the Company transfers the financial asset and
substantially all the risks and rewards of ownership to another entity.
2.5 Financial liabilities
The Company recognises financial debt when the Company becomes a party to the
contractual provisions of the instruments. Financial liabilities are
classified as either 'financial liabilities at fair value through profit or
loss' or 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other
short-term monetary liabilities, are initially measured and subsequently held
at fair value net of transaction costs directly attributable to the issuance
of the financial liability. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium payable on
redemption, as well as any interest or coupon payable while the liability is
outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's
obligations are discharged, cancelled, or they expire.
2.6 Equity instruments
Equity instruments issued by the Company are recorded at the proceeds
received, net of direct issue costs. Dividends payable on equity instruments
are recognised as liabilities once they are no longer at the discretion of the
Company.
2.7 Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or 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 reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial recognition
of other assets and liabilities in a transaction that affects neither the tax
profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end
date 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 is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity. Deferred tax assets and liabilities
are offset when the Company has a legally enforceable right to offset current
tax assets and liabilities and the deferred tax assets and liabilities relate
to taxes levied by the same tax authority.
2.8 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an
expense, unless those costs are required to be recognised as part of the cost
of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in
which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.
2.9 Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the
rates of exchange prevailing at the dates of the transactions. At each
reporting end date, monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on the reporting
end date. Gains and losses arising on translation in the period are included
in profit or loss.
2.10 Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to
owners of the Company, excluding any costs of servicing equity other than
ordinary shares by the weighted average number of ordinary shares outstanding
during the financial year, adjusted for bonus elements in ordinary shares
issued during the year and excluding treasury shares.
The Company is loss making throughout the period considered in this Financial
Information, therefore diluted earnings per share has not been considered.
3. Critical accounting judgements and key sources of estimation
uncertainty
In the application of the Company's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is 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.
The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities are
outlined below.
Going concern basis
The most significant judgement relates to the adoption of the going concern
basis given the Company has not recorded any revenue since incorporation.
The directors consider the Company's cash balances to be sufficient given the
cash burn rate of the Company since listing on the London Stock Exchange to
ensure the Company will be able to continue as a going concern for a period of
at least 12 months from the authorisation of these condensed financial
statements.
4. Segment information
The Board considers that during both the period ended 31 December 2025 and
period ended 31 December 2024 the Company continued with its quest to analyse
a list of potential acquisition targets throughout the period.
The Company's focus is on acquisitions in the technology space; specifically
targeting companies that leverage state of the art technology in automotive,
fintech, real estate, banking, finance, telecommunications and blockchain
industries.
5. Employees and Directors
The average number of employees, including directors, during the period was 3
(2024: 5).
There was no remuneration for qualifying services in the period (2024: none).
6. Income tax expense
No liability to UK corporation tax arose for the period ended 31 December 2025
or the period ended 31 December 2024.
Factors affecting the tax expense
The charge for the Period can be reconciled to the loss per the statement of
profit or loss as follows:
Period ended Year ended Period ended
31 Dec 2025 30 Jun 2025 31 Dec 2024
(unaudited) (audited) (unaudited)
£ £ £
Loss for the period (169,698) (217,613) (169,150)
Expected tax credit based on a corporation tax rate of 25% 42,424 54,403 42,288
Unrecognised deferred tax assets (42,424) (54,403) (42,288)
Total tax charge for the period - - -
At the period end, there were cumulative unrecognised deferred tax assets of
£431,205 (June 2025: £388,781; December 2024: £376,666) in respect of
unutilised tax losses. These have not been recognised as their recovery cannot
be determined with reasonable certainty.
Deferred tax assets in respect of carried forward losses are not recognised in
the financial statements.
7. Earnings per share
Period ended Year ended Period ended
31 Dec 2025 30 Jun 2025 31 Dec 2024
(unaudited) (audited) (unaudited)
Number of shares # # #
Weighted average number of ordinary shares for basic earnings per share 399,985,888 399,985,888 399,985,888
Earnings from continuing operations £ £ £
Total comprehensive loss from continuing operations (169,698) (217,613) (169,150)
Basic and diluted earnings per share Pence Pence Pence
From continuing operations (0.04) (0.05) (0.04)
Basic and diluted loss per share are the same, since where a loss is incurred
the effect of outstanding share options and warrants is considered
anti-dilutive and is ignored for the purpose of the loss per share
calculation.
8. Trade and other receivables
Period ended Year ended Period ended
31 Dec 2025 30 Jun 2025 31 Dec 2024
(unaudited) (audited) (unaudited)
£ £ £
Prepayments - - 8,390
Tax recoverable - - 73,913
Other receivables - 787 608
- 787 82,911
Trade and other receivables fall due within 1 year.
9. Trade and other payables
Period ended Year ended Period ended
31 Dec 2025 30 Jun 2025 31 Dec 2024
(unaudited) (audited) (unaudited)
£ £ £
Trade payables 64,173 286 25,735
Accruals 7,200 38,075 5,000
Accrued directors' fees 93,175 123,175 123,175
164,548 161,536 153,910
Trade and other payables fall due within 1 year.
10. Loans and borrowings
Period ended Year ended Period ended
31 Dec 2025 30 Jun 2025 31 Dec 2024
(unaudited) (audited) (unaudited)
£ £ £
Borrowings held at cost
Directors' loans 981,000 981,000 982,325
Convertible loan 165,899 - -
Total 1,146,899 981,000 982,325
Directors' loans comprise solely of amounts introduced by directors to meet
the Company's working capital requirements. The loan is interest free and
repayable on demand. The loan will not be recalled until such a time that
there are sufficient funds within the Company to enable repayment and for the
business to remain a going concern.
The convertible loan represents funding provided by Citymeade Limited under
the loan agreement announced on 16 October 2025.
11. Share capital
Number of shares Nominal value Share premium Total
# £ £ £
At 1 Jul 2024 399,985,888 66,798 927,802 994,600
At 31 Dec 2024 399,985,888 66,798 927,802 994,600
At 30 Jun 25 399,985,888 66,798 927,802 994,600
At 31 Dec 2025 399,985,888 66,798 927,802 994,600
Ordinary shares have a nominal value of £0.000167 each, and have equal voting
rights and entitlement to profit and capital distribution.
12. Market risk
12.1 Credit risk
The Company does not currently have any receivables and therefore is not
exposed to credit risk.
12.2 Interest rate risk
The Company does not currently have any financial instruments that expose the
Company to significant interest rate risk as the Company does not have any
debt that bears variable interest rates.
12.3 Price risks
The Company does not hold any equity securities and therefore is not exposed
to price risk.
12.4 Currency risk
The Company's financial instruments are currently all denominated in British
Pounds.
12.5 Liquidity risk
Amounts due on demand are shown in notes 9 and 10. Out of these, the
Directors' loans of £981,000 have been subordinated subject to solvency and
with the possibility of conversion to equity.
Liquidity and capital risk management
The Company's capital structure consists of items in shareholders' equity
(deficiency). The Company's 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.
The Company was initially funded entirely by equity financing. Since then,
however, the Company has moved to achieving liquidity through loans from
directors and other sources of funding. There were no other changes to the
Company's approach to capital management during the period.
The Company has to maintain adequate sources of capital to complete its
business plan, current obligations and ultimately the development of its
business over the long term and will need to raise adequate capital by
obtaining equity financing and/or incurring further debt.
Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. In conjunction with the Company's
capital risk management policy, the Company ensures adequate liquidity is
obtained and available to meet these obligations.
12.6 Fair value measurements
The directors consider that the carrying amounts of financial liabilities held
in the financial statements approximate to their fair values.
13. Business risk
As the Company is in its early stages, business risk mainly comprises
effective cash management to ensure liabilities are met as they fall due. The
Board mitigates the impact of this by periodically reviewing cash levels
against forecasts and implements strategies and actions to ensure sufficient
cash is available for the operation to continue as a going concern.
14. Share-based payment transactions
There have been no share-based payment schemes or share option compensation
since the Company was incorporated. As disclosed in Note 18, Post balance
sheet events, 48,000,000 new shares were issued in relation to equity
conversion of a convertible note from Citymeade Limited after the balance
sheet date.
15. Related party transactions
Transactions with related parties include directors' fees and loans which are
disclosed in the following notes:
- Trade and other payables (Note 9) - cumulative accrued directors fees due to
directors at the reporting date
- Borrowings (Note 10) - loans made by directors to the Company
Of the above, directors' remuneration and accrued directors' fees are arm's
length transactions and conducted under normal commercial terms. The
directors' loans receivable and payable have no right of offset and are not at
arm's length or conducted under normal commercial terms; details of the terms
of these loans are disclosed in Notes 9 and 10.
16. Controlling party
There is no one shareholder that owns greater than 50% of the issued share
capital of GS Chain Plc. The Company therefore does not have an ultimate
controlling party.
17. Contingent liabilities
The Directors are not aware of any material contingent liabilities in relation
to the Company as at the date of this report.
18. Post balance sheet events
On 16 October 2025, the Company announced that it had entered into a
Convertible Investment Agreement with Citymeade Limited ("the Investor").
Pursuant to the agreement the investor agreed to provide up to £300,000 (the
"Investment Amount") to support the Company's future acquisitions strategy and
general working capital, for the right to convert such Investment Amount,
subject to certain restrictions, into new ordinary shares of £0.000167 in the
ordinary share capital of the Company at a fixed conversion price of £0.0025
per share.
During the period, funds amounting to £165,898 were drawn down under this
agreement. On 4 March 2026, the Company announced it had entered into a
termination and settlement agreement in respect of this convertible loan note,
such that £120,000 of the loans advanced to the Company were converted into
48,000,000 new ordinary shares of £0.000167 each in the share capital of the
company.
On 17 February 2026, the Company announced that it had entered into a
non-binding, conditional, exclusive heads of terms for the proposed
acquisition of GMM Acquisition Corp, Inc ("Initial Transaction"), which stated
that GMM is in the process of acquiring Giraudy Holding SAS, MediaLine SAS and
Source Digital, Inc. ("GMM Acquisitions"). The consideration for the Initial
Transaction is intended to be satisfied entirely through the issue of new
ordinary shares in the Company. At completion and subject to the Initial
Transaction becoming unconditional ("Completion"), the Company intends to seek
admission of its enlarged share capital to the Equity Shares (Commercial
Companies) category of the Official List and to trading on the Main Market.
Immediately prior to the announcement of the proposed transaction, the
Company's shares were suspended from trading.
On 14 April 2026, the Company announced that it had applied to the London
Stock Exchange for the admission of 48,000,000 new shares to be admitted to
trading, noting that the Company's shares currently remain suspended from
trading.
Other than disclosed above, there are no other events since the reporting date
that require disclosure.
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