REG - Hellenic Dynamics - Half-year Report
30/12/2022 10:30
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RNS Number : 3413L Hellenic Dynamics PLC 30 December 2022
30 December 2022
Hellenic Dynamics plc
("HELD", "Hellenic Dynamics" or "the Company")
Interim Results for the six months ended 30 September 2022
London, 30 December 2022: Hellenic Dynamics plc (LSE: HELD) the medical
cannabis cultivator specifically focused on the cultivation and supply of THC
dominant strains of medical cannabis flowers destined for the growing
medical cannabis markets across Europe. Hellenic Dynamic's core strategy is
to develop and operate its 40,000 square metre active cultivation licence
from its 195,506 square metre facility located near Thessaloniki in Northern
Greece. Once in full production, Hellenic will be capable of producing over
54,000 kg of dried flowers per annum.
The Company reports its half-yearly results for the six months ended 30
September 2022 (the "Period"). As the Period relates to a point in time
prior to the completion of the acquisition of Hellenic Dynamics SA, admission
of the Company's enlarged share capital to the standard listing segment of the
Official List and to trading on the London Stock Exchange's Main Market
("Admission") on 5 December 2022, the results being reported do not directly
relate to the activities of the Company and shareholders are directed to the
information in the Company's recent prospectus for further information.
Operational highlights for the period
· Complete substantial transaction due diligence and gain approval
for the enlarged company's prospectus; and
· Commence fundraise by way of subscription to achieve minimum
working capital requirements of the enlarged entity as per the company
prospectus
Operational highlights for post period-end
· Completion of the acquisition and Admission to London Stock
Exchange
Financial highlights for the period
Cash at 31 March 2022 of £2,095,682, with current cash as at 30 September
2022 of £1,884,210.
Davinder Rai, CEO of Hellenic Dynamics plc, commented:
"These results, our first as a public company, cover the period ended 30
September 2022 prior to our successful Admission and reverse takeover of UK
SPAC plc by Hellenic Dynamics SA (renamed Hellenic Dynamics plc), where we
raised £1,125,000, providing the company with over £2,626,600 to support our
growth plans. On Admission, we became the first medical cannabis cultivator to
be admitted to the Main Market.
Since Admission, the Hellenic Dynamics team has not ceased it its ambition to
provide dried THC medical cannabis flowers to the 25 European countries that
now allow medical cannabis to patients via prescription".
The Directors of the Company accept responsibility for the content of this
announcement.
Enquiries:
Hellenic Dynamics plc +44 (0)20 3818 7850
Davinder Rai davinder@hellenicdynamics.com
Cairn Financial Advisers
Emily Staples / Jo Turner +44 (0)20 7213 0880
Peterhouse Capital - Corporate Brokers
Lucy Williams / Charles Goodfellow +44 (0)20 7469 0930
J&H Communications Limited
James Henderson +44 (0)20 7933 8780
George Hudson +44 (0)7768 807631
About Hellenic Dynamics plc
Founded in 2019 Hellenic Dynamics is specifically focused on the cultivation
and supply of THC dominant strains of medical cannabis flowers, destined for
the growing medical cannabis markets across Europe. Hellenic Dynamics' core
strategy is to develop and operate its 40,000 square metre active
cultivation licence from its 195,506 square metre facility located near
Thessaloniki in Northern Greece. In full production Hellenic Dynamics is
capable of producing over 54,000 kg of dried flowers per annum.
Hellenic Dynamics will take advantage of its relatively low cost base
resulting from a comparatively low cost of power, having its own running
water supply and the labour rates for skilled and semi-skilled labour in
Northern Greece.
25 European countries now allow medical cannabis via prescription and the
European medicinal cannabis market is expected to reach €43.3 billion per
annum by 2027. Sales of Hellenic Dynamics' dried THC-dominant cannabis
flowers and extracts are initially intended for export into Europe's largest
market - Germany, in addition to other European markets including domestically
in Greece.
As the first medical cannabis cultivator to obtain a Main Market listing,
Hellenic is significantly different to the number of CBD (Cannabidiol) related
companies that have appeared over the recent years. Hellenic Dynamics
cultivates THC (Tetrahydrocannabinol) dominant medical cannabis flowers.
THC-dominant medical cannabis products are only available via a medical
prescription and have been approved for use in the UK, plus 24 other European
countries for conditions including but not limited to chronic pain,
intractable chemotherapy-related nausea, PTSD, Anxiety, Insomnia, Tourette's
syndrome, substance use disorder, Multiple Sclerosis, IBS, spinal cord
treatment, lack of appetite due to HIV/AIDS, Cachexia, Anorexia and
Glaucoma.
For further information please visit our website www.hellenicdynamics.com
(http://www.hellenicdynamics.com) .
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.
Chairman's statement
The Company did not trade during the period covered by this statement, however
significant work was undertaken by it and the previous directors to progress
the acquisition of Hellenic Dynamic SA.
The Chairman is delighted that the acquisition completed on 5 December 2022,
together with listing on the main market of the London Stock Exchange.
The acquisition cost of Hellenic was £31,243,342.59 and that the
consideration for the transaction was satisfied by the issue and allotment of
a total of 10,414,447,530 consideration shares on completion (such shares
having an implied issue price of £0.003).
The only transactions in the period were costs of operating the Company and
transaction costs of progressing the acquisition which amounted to £279,667
in total.
On 5 December 2022, following the acquisition, P H Jay, S R Grant-Rennick and
N B Fitzpatrick resigned as directors and the following appointments were
made:
· Davinder Rai, Chief Executive Officer
· Dr. Filippos Papadopoulos, Executive Director
· Sir Anthony Jolliffe, Non-executive Chairman
· Joseph Colliver, Non-executive Director
Hellenic Dynamics
Founded in 2019, Hellenic Dynamics SA was a private Greek company specifically
focused on the cultivation and supply of THC dominant strains of medical
cannabis flowers, destined for the growing medical cannabis markets across
Europe.
Hellenic Dynamics SA's core strategy remains to develop and operate its 40,000
square metre active cultivation licence from its 195,506 square metre facility
located near Thessaloniki in Northern Greece. In full production Hellenic
Dynamics is capable of producing over 54,000 kg of dried flowers per annum.
Hellenic Dynamics will take advantage of its relatively low cost base
resulting from a comparatively low cost of power, having its own running water
supply and the labour rates for skilled and semi-skilled labour in Northern
Greece.
Twenty five European countries now allow medical cannabis via prescription and
the European medicinal cannabis market is expected to reach €43.3 billion
per annum by 2027. Sales of Hellenic's dried THC-dominant cannabis flowers and
extracts are initially intended for export into Europe's largest market -
Germany, in addition to other European markets including domestically in
Greece. As the first medical cannabis cultivator to obtain a Main Market
listing, Hellenic is significantly different to the number of CBD
(Cannabidiol) related companies that have appeared over the recent years.
Hellenic cultivates THC (Tetrahydrocannabinol) dominant medical cannabis
flowers. THC-dominant medical cannabis products are only available via a
medical prescription and have been approved for use in the UK, plus 24 other
European countries for conditions including but not limited to chronic pain,
intractable chemotherapy-related nausea, PTSD, Anxiety, Insomnia, Tourette's
syndrome, substance use disorder, Multiple Sclerosis, IBS, spinal cord
treatment, lack of appetite due to HIV/AIDS, Cachexia, Anorexia and Glaucoma.
Condensed statement of comprehensive income
For the six months ended 30 September 2022
6 months to 30 September 2022 6 months to 30 September 2021
(unaudited) (unaudited)
Note £ £
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses (279,667) (427,783)
Operating profit (279,667) (427,783)
Net finance costs - -
Profit before income tax (279,667) (427,783)
Income tax expense - -
Total comprehensive profit for the period (279,667) (427,783)
Earnings per share 7
Basic earnings per share (0.015)p (0.023)p
There are no recognised gains and losses other than those passing through the
Statement of Comprehensive Income.
Condensed statement of financial position
As at 30 September 2022
30 September 2022 31 March
2022
(Unaudited)
(audited)
Note £ £
ASSETS
Current assets
Trade and other receivables 329,196 216,871
Cash and cash equivalents 1,884,210 2,095,682
2,213,406 2,312,553
TOTAL ASSETS 2,213,406 2,312,553
EQUITY AND LIABILITIES
Share capital and reserves
Issued share capital 8 4,122,400 4,122,400
Share premium 8 2,816,208 2,816,208
Capital redemption reserve 7,500 7,500
Retained earnings (4,961,583) (4,681,916)
TOTAL EQUITY 1,984,525 2,264,192
Current liabilities
Trade and other payables 228,881 48,361
228,881 48,361
Non-current liabilities
Loan notes - -
TOTAL LIABILITES 228,881 48,361
TOTAL EQUITY & LIABILITIES 2,213,406 2,312,553
Condensed statement of changes in equity
For the six months ended 30 September 2022
Share capital Share premium Capital redemption reserve Retained earnings Total
£
£ £ £
£
Balance at 1 April 2021 4,122,400 2,816,208 7,500 (4,180,798) 2,765,310
Share based payment charge - - - 112,578 112,578
Total comprehensive income - - - (427,783) (427,783)
Balance at 30 September 2021 4,122,400 2,816,208 7,500 (4,496,003) 2,450,105
Balance at 1 October 2021 4,122,400 2,816,208 7,500 (4,496,003) 2,450,105
Total comprehensive income - - - (185,913) (185,913)
Balance at 31 March 2022 4,122,400 2,816,208 7,500 (4,681,916) 2,264,192
Balance at 1 April 2022 4,122,400 2,816,208 7,500 (4,681,916) 2,264,192
Total comprehensive income - - - (279,667) (279,667)
Balance at 30 September 2022 4,122,400 2,816,208 7,500 (4,961,583) 1,984,525
Condensed cash flow statement
For the six months ended 30 September 2022
6 months to 6 months to
30 September 2022 30 September 2021
(unaudited) (unaudited)
£ £
Cash from operating activities:
Operating profit (279,667) (427,783)
Adjusted for:
Share based payment charge - 112,578
(Increase)/ decrease in trade and other receivables (112,325) (25,647)
(Decrease)/ increase in trade and other payables 180,520 (61,091)
Cash (used in)/ generated by operations (211,472) (401,943)
Finance costs - -
Taxation paid - -
Net cash (outflow)/inflow from operating activities (211,472) (401,943)
Cash flows from investing activities: - -
Net cash flows from / (used) in investing activities - -
Cash flows from financing activities: - -
- -
Net cash flows from financing activities
(211,472) (401,943)
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents brought forward 2,095,682 2,858,775
Cash and cash equivalents carried forward 1,884,210 2,456,832
For the purposes of the cash flow statement, cash and cash equivalents
comprise the following:
As at 30 September 2022 As at 30 September 2021
£ £
Cash at bank and in hand 2,456,832
1,884,210
Bank overdraft - -
1,884,210 2,456,832
1. Corporate information
The interim condensed financial statements of Hellenic Dynamics plc for the
six months ended 30 September 2022 were authorised for issue in accordance
with a resolution of the directors on 29 December 2022.
Hellenic Dynamics plc ("the Company") is a limited company, incorporated in
England and Wales, whose shares are publicly traded on the London Stock
Exchange in the standard segment.
The address of its registered office is 21 Arlington Street, London, SW1A 1RN.
On 1 December 2022, the Company changed its name from U.K. SPAC Plc to
Hellenic Dynamics plc.
2. Notes to the Interim Report
Basis of preparation
The Company's half-yearly financial statements for the six months ended 30
September 2022 were authorised for issue by the directors on 29 December 2022.
The half-yearly financial statements, which are unaudited, do not constitute
statutory accounts within the meaning of Section 434 of the Companies Act
2006. The statutory accounts for the year ended 31 March 2022 have been filed
with the Registrar of Companies at Companies House. The audit report on the
statutory accounts for the year ended 31 March 2022 was unqualified and did
not contain any statements under Section 498 (2) or (3) of the Companies Act
2006.
The annual financial statements of Hellenic Dynamics for the year ended 31
March 2023 will be prepared in accordance with international accounting
standards in conformity with the requirements of the Companies Act 2006,
IFRIC Interpretations and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS. Accordingly, these interim
financial statements have been prepared using accounting policies consistent
with those which will be adopted by the Company in the financial statements
and in compliance with IAS 34 "Interim financial reporting".
Whilst the Company does not have any subsidiaries during the period, the
company has made an acquisition before the year ended 31 March 2023 and
therefore consolidated accounts will be required for the full year in
accordance with IFRS 10.
The interim financial statements have been prepared in accordance with the
accounting policies set out in the annual financial statements for the year
ended 31 March 2022.
There is a prior period amendment in respect of the interim financial
statements for the period ended 30 September 2021. Acquisition costs amounting
to £166,510 were previously capitalised and have now been treated as an
expense. The correct treatment was reflected in the financial statements for
the year ended 31 March 2022.
3. New standards adopted
There are no accounting pronouncements which have become effective from 1
April 2022 that have a significant impact on the Company's interim condensed
financial statements.
4. Significant accounting policies
The interim condensed financial statements have been prepared in accordance
with the accounting policies adopted in the Company's most recent annual
financial statements for the year ended 31 March 2022.
5. Estimates and judgements
The judgements, estimates and assumptions applied in the interim condensed
financial statements, including the key sources of estimation uncertainty,
were the same as those applied in the Company's last annual financial
statements for the year ended 31 March 2022.
6. Going concern
The interim financial statements are prepared on a going concern basis which
the directors believe to be appropriate. At the balance sheet date, the
company had net assets of £2m and a cash balance of £1.88m. Subsequent to
the year end and following the reverse acquisition of Hellenic Dynamics SA the
company have raised cash of £1.125m as a result of shares and loan note
issues, which will support the growth plans of the group. The Directors are
confident that the group will be able to meet its obligations as they fall
due.
7. Earnings per share
The basic earnings per share is calculated by dividing the earnings
attributable to equity shareholders by the weighted average number of shares
in issue.
The weighted average number of shares in the period was:
6 months to 6 months to Year-ended
30 September 2022 30 September 2021 31 March 2022
(unaudited) (unaudited) (audited)
Number Number Number
Basic ordinary shares of 0.1p each 1,852,219,137 1,852,219,137 1,852,219,137
Total 1,852,219,137 1,852,219,137 1,852,219,137
Earning attributable to equity shareholders of the parent
6 months to 6 months to 12 months to
30 September 2022 30 September 2021 31 March 2022
(unaudited) (unaudited) (audited)
£ £ £
Basic earnings per share (0.015)p (0.023)p (0.033)p
The loss attributable to equity shareholders and weighted average number of
ordinary shares for the purposes of calculating diluted earnings per ordinary
share are identical to those used for basic earnings per ordinary share. This
is because the exercise of share options would have the effect of reducing the
loss per ordinary share and is therefore anti-dilutive.
8. Share Capital
30 September 2022 31 March 2022
Number £ Number £
Allotted, called up and fully paid
Ordinary shares of 0.1p each 1,852,219,137 1,852,218 1,852,219,137 1,852,218
Founder shares of £1 each 2,270,182 2,270,182 2,270,182 2,270,182
4,122,400 4,122,400
2,270,182 Founder shares were issued in 2016. The founder shares are not
quoted and do not carry a right to vote or to receive a dividend.
Warrants
Details of the warrants outstanding during the period are as follows;
Weighted average remaining contractual life (years) Number Weighted average exercise price
£
Brought forward at 1 April 2022 0.92 1,647,594,936 0.003
Granted - - -
Lapsed (0.92) (1,584,810,126) (0.003)
Carried forward at 30 September 2022 - 62,784,810 -
Share Options
Details of the equity settled EMI share options outstanding during the period
are as follows:
Number Weighted average remaining contractual life (years) Weighted average exercise price
£
Brought forward at 1 April 2022 111,133,148 0.5 0.002
Granted - - -
Lapsed - - -
Carried forward at 30 September 2022 111,133,148 0.0 0.002
Although the last day for exercising the EMI share options was 1 September
2022, subsequent to the year end the exercise date was extended to 30
September 2027.
The fair value of the remaining share options has been calculated using the
Black-Scholes model. The assumptions used in the calculation of the fair value
of the share options outstanding during the year are as follows:
Grant Date 3 March 2021
Exercise period March 2021 - September 2022
Share price at date of grant 0.33p
Exercise price 0.1975p
Shares under option 111,133,148
Expected volatility 26%
Expected life (years) 1.5
Risk free rate 0.01%
Expected dividend yield 0%
Fair value per option 0.12p
Volatility was determined by reference to the standard deviation of expected
share price returns based on a statistical analysis of the daily share value
of the AIM All-Share Market over a 1-year period to grant date. All of the
above options are equity settled and the charge for the period is £Nil as all
of the charge was recognised in prior periods (Mar 2022 - £122,578).
9. Related party transactions
During the period, the former Directors received remuneration of £35,000
(2021 - £25,000) and fees of £17,500 (2021 - £18,600).
10. Subsequent events
Post period end on 5 December 2022 Hellenic Dynamics Plc ("the Company")
formerly known as UK SPAC Plc acquired through share for share exchange the
entire share capital of Hellenic Dynamic S.A ("Hellenic"). a company whose
principal activity is the cultivation of medical grade cannabis.
Although the transaction resulted in Hellenic becoming a wholly owned
subsidiary of the Company, the transaction constituted a reverse acquisition,
as the previous shareholders of Hellenic own a substantial majority of the
Ordinary Shares of the Company and the executive management of Hellenic became
the executive management of the Company.
In substance, the shareholders of Hellenic acquired a controlling interest in
the Company and the transaction will therefore be accounted for as a reverse
acquisition. As the Company's activities prior to the acquisition were purely
that of a cash shell seeking a suitable acquisition, it will not meet the
definition of a business in accordance with IFRS 3. Accordingly, this
reverse acquisition will not constitute a business combination and will be
accounted for in accordance with IFRS 2 "Share-based Payments" and associated
IFRIC guidance. Although, the reverse acquisition is not a business
combination, the Company has become a legal parent and will be required to
apply IFRS 10 and prepare consolidated financial statements.
The acquisition cost of Hellenic was £31,243,342.59 the consideration for the
transaction was satisfied by the issue and allotment of a total of
10,414,447,530 Consideration Shares to the Sellers, such shares having an
implied issue price of £0.003.
Further to the above, the following events took place after the period end;
· The subscription for 250,000,000 new ordinary shares at a
subscription price of £0.003 each to raise £750,000.
· The issue of unsecured convertible loan notes raising a further
£375,000, the convertible loan notes holder will be able to convert at a
price of 0.3 pence and the subscription for the loan notes is conditional to
admission.
· The grant of 1,171,555,000 new options to the members of the
board, management, and members of the advisory board.
· The grant of an aggregate total of 375,000,000 warrants to
investors participating in the subscription and the subscription for loan
notes.
11. Statement of Directors' responsibilities
The Directors of Hellenic Dynamics plc are set out on page 3 of this report.
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted for use in the
UK.
· the interim management report includes a fair review of the
information required by;
o DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year 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 year; and
o DTR 4.2.8R if the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.
By order of the Board
Davinder Rai
Chief Executive Officer
29 December 2022
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