REG - Milton Capital PLC - Unaudited Preliminary Accounts to 31 January 2023
28/02/2023 13:30
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RNS Number : 3731R Milton Capital PLC 28 February 2023
Milton Capital Plc
("Milton" or the "Company")
UNAUDITED PRELIMINARY ACCOUNTS FOR THE YEAR ENDED 31 January 2023
Milton Capital Plc, the cash shell focusing on opportunities in the
technology space, is pleased to announce its unaudited preliminary accounts
for the financial year ended 31 January 2023. The audited annual report and
accounts to 31 January 2023 are expected to be published by the end of March
2023.
While the board does not expect these results to materially differ from the
audited annual accounts, shareholders should be aware that the figures in
these statements have not been reviewed or audited.
Milton Capital plc info@milton-cpaital.co.uk (mailto:info@milton-cpaital.co.uk)
Directors or
Malcolm Burne Miltoncapitalplc@gmail.com (mailto:Miltoncapitalplc@gmail.com)
Eran Zucker
Peterhouse Capital Limited +44 (0)20 7469 0930
Financial Adviser and
Brefo Gyasi / Guy Miller
Corporate Broker +44 (0)20 7469 0930
Lucy Williams / Duncan Vasey
Dear Shareholders,
The board of Milton Capital Plc is pleased to present its inaugural Annual
Report to shareholders.
I am delighted to announce that our cash shell with a focus on technology has
successfully completed its listing on the London Stock Exchange and commenced
trading on 4th October 2022. This marks an important milestone for our
business and opens up new opportunities for us to create value for our
shareholders.
As a cash shell, our primary objective is to identify and invest in attractive
businesses or assets that have the potential to generate strong returns for
our investors. With our focus on technology, we are particularly interested in
high-growth sectors such as AI, edge computing, quantum computing, machine
learning, automation, robotics, blockchain, nanomaterials and the exploitation
of space. We believe that the rapid pace of technological change and
disruption presents significant opportunities for value creation, and we will
be actively seeking out innovative businesses and technologies that have the
potential to generate significant returns for our shareholders.
Our experienced management team has a proven track record of identifying and
executing successful investments, and we believe that our team's expertise and
network will be a key advantage as we seek out new investment opportunities in
the technology sector. We will continue to be guided by our core principles of
integrity, transparency, and accountability as we navigate the investment
landscape and evaluate potential investments in the technology space.
We believe that building strong relationships with our investors is essential
to our success as a public company, and we are committed to earning and
maintaining your trust. We are also committed to maintaining open and
transparent communication with our shareholders, and we will provide regular
updates on our progress and any material developments. It is important to us
that our shareholders have a clear understanding of our strategy and
investment approach, and we will be as forthcoming as possible with
information that is relevant to our performance. [It is worth noting that this
statement has been drafted by ChatGPT, a language model trained by OpenAI, but
it has been reviewed and approved by our management team to ensure that it
accurately reflects our vision and objectives.]
Our commitment to technology extends beyond just investing in innovative
businesses and assets. As evidenced by our use of ChatGPT to draft this
statement, we are constantly exploring new and emerging technologies that can
help us achieve our objectives more efficiently and effectively. We believe
that our use of cutting-edge technology reflects the ethos of our company and
our dedication to remaining at the forefront of technological advancement. We
are committed to leveraging technology in all areas of our business to drive
growth and create value for our shareholders.
In conclusion, I would like to thank our shareholders for their support and
confidence in our business. We are excited about the opportunities that lie
ahead in the dynamic and rapidly evolving technology sector, and look forward
to delivering value for our shareholders as we embark on this new chapter in
our journey.
Sincerely,
Eran Zucker
Non-Executive Director
The Directors present their Strategic Report on the Company for the period
ended 31 January 2023.
Review of Business and Analysis Using Key Performance Indicators
The Company was incorporated on 17 September 2021.
The Company reported a loss for the first reporting period of £98,985 out of
which £25,081 was share based payment.
Net cash amounted to £926,096 as at 31 January 2023.
Key Performance Indicators
The Board monitors the activities and performance of the Company on a regular
basis. The indicators set out below have been used by the Board to assess
performance over the period to 31 January 2023. The main KPIs for the Company
are listed as follows:
Key Performance indicator 2023
Current assets £960,130
Net assets £926,096
Loss before tax £98,985
Investing Policy
Milton Capital Plc was formed with the intention to identify and acquire a
suitable business opportunity or opportunities and undertake an acquisition or
merger or a series of acquisitions or mergers.
The Company intends the main focus of the acquisition strategy to be on the
technology sector, in particular: edge computing, quantum computing,
artificial intelligence, machine learning, automation, robotics, blockchain,
nanomaterials and the exploitation of space.
The Directors see these technologies as having considerable growth potential
for the foreseeable future and many of the prospects they have identified are
in this sector. The Directors believe that any acquisition target will have at
least one of four key components: (i) a strong management team; (ii) an
innovative product proposal (iii) revenue enhancing or cost saving
capabilities; and (iv) high growth potential. It is anticipated that the main
driver of success for the Company will be its focus, during the investment
screening process, on the management involved in the potential target
companies and the potential value creation that the team of people is capable
of realising. The Company intends to own, operate and manage the target
acquisitions. Accordingly, where the Directors feel that a target company
would benefit from their skills and expertise, they may look to seek
representation on the board of the target company.
The Directors believe that their broad, collective experience, together with
their extensive network of contacts, will assist them in identifying,
evaluating and funding suitable acquisition opportunities.
Malcolm Burne
Executive Director
The Directors present their report together with the unaudited financial
statements for the period ended 31 January 2023.
Results and dividends
The trading results for the period ended 31 January 2023 and the Company's
financial position at that date are shown in the attached financial
statements.
The Directors do not recommend the payment of a dividend for the first
reporting period ended 31 January 2023.
Statement of Profit or Loss and Other Comprehensive Income
for the period ended 31 January 2023
Notes Year Ended 31 January 2023 (*)
£
Administrative expenses 2 (96,485)
(96,485)
Operating loss
Net finance expenses (2,500)
Loss before taxation from continuing operations (98,985)
Income tax 4 -
Loss for the period from continuing operations (98,985)
Loss for the period attributable to the owners of the Company and total (98,985)
comprehensive loss for the period
Loss per share attributable to the owners of the Company
From loss from continuing operations/loss for the period:
Basic and diluted (pence per share) 5 (0.1) p
(*) For the reporting period since incorporation on 17 September 2021 until 31
January 2023.
Statement of Financial Position
As at 31 January 2023
Notes As at 31 January 2023
£
Current assets
Other receivables 6 960,130
Total current assets 960,130
Total assets 960,130
Current liabilities
Trade and other payables 7 (34,034)
Total current liabilities (34,034)
Total liabilities (34,034)
Net assets 926,096
Shareholders' equity
Share capital 8 1,000,000
Share based payments reserve 9 25,081
Retained earnings (98,985)
Total shareholders' equity 926,096
Statement of Changes in Equity
for the period ended 31 January 2023
Share Share based payments reserve Retained Total
capital earnings
£ £ £ £
Balance at 17 September 2021 - - - -
Total comprehensive loss for the period ended - - (98,985) (98,985)
Issue of warrants - 25,081 -
Shares issued in period 1,000,000 - - 1,000,000
Balance at 31 January 2023 1,000,000 25,081 (98,985) 926,096
Share capital
Share capital represents the nominal value on the issue of the Company's
equity share capital, comprising £0.01 ordinary shares.
Retained earnings
Retained earnings represent the cumulative net losses of the Company
recognised through the Statement of Profit or Loss and Other Comprehensive
Income.
Statement of Cash Flows
for the period ended 31 January 2023
For the year ended 31 January 2023 (*)
Note £
Operating activities
Loss for the period ended 31 January 2023 9 (98,985)
Adjustments to reconcile profit before tax to net cash flows
Share based payment 25,081
Working capital adjustments
Increase in trade and other receivables 6 (960,130)
Increase in trade and other payables 7 34,034
Net cash used in operating activities (1,000,000)
Financing activities
Proceeds from issue of equity 8 1,000,000
Net cash generated from financing activities 1,000,000
Net increase in cash and cash equivalents -
Cash and cash equivalents at start of the year -
Cash and cash equivalents at end of the year -
(*) For the reporting period from incorporation on 17 September 2021 until 31
January 2023.
Notes to the Financial Statements
for the period ended 31 January 2023
1. Accounting policies
General information
Milton Capital Plc (the "Company") is a public limited company incorporated
and domiciled in the United Kingdom. The address of its registered office is
3rd Floor, 80 Cheapside, London, EC2V 6EE.
The Company is listed on the standard segment of the main market of the London
Stock Exchange.
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with the UK
adopted International Accounting Standards and Companies Act 2006.
These financial statements have been prepared under the historical cost
convention, as modified by the revaluation of assets and liabilities held at
fair value.
The preparation of financial statements in conformity with the UK adopted
International Accounting Standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement
in the process of applying the Company's accounting policies. There were no
areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates were significant in the financial statements.
Financial statements are prepared in Sterling and to the nearest whole pound.
Going concern
The Company has reported a loss for the year of £98,985,904.
The Company had other receivables balance at the year-end of £960,130.
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future.
New standards, amendments and interpretations not yet adopted
There are no IFRS's or IFRIC interpretations that are not yet effective that
would be expected to have a material impact on the Company.
Financial instruments
Financial assets and financial liabilities are recognised in the Company's
balance sheet when the Company becomes a party to the contractual provisions
of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short term highly liquid investments with original maturities of
three months or less.
For the purpose of the cash flow statement, cash and cash equivalents consist
of cash and cash equivalents as defined above, net of outstanding bank
overdrafts.
Financial liabilities
The Company classifies its financial liabilities in the category of financial
liabilities measured at amortised cost. The Company does not have any
financial liabilities at fair value through profit or loss.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include:
Trade payables and other short-term monetary liabilities, which are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest rate method.
Operating loss
Operating loss is stated after crediting all items of operating income and
charging all items of operating expense.
Taxation
The tax currently payable is based on taxable profit or loss for the period.
Taxable profit or loss differs from net profit or loss 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.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the balance sheet differs from its tax base.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities/ (assets) are settled/
(recovered).
1. Nature of expenses
2023 (*)
£
Share based payment 25,081
Listing expenses 44,274
Bank fees 2,500
Audit fee 18,000
Legal fees 8,400
Other expenses 730
98,985
(*) For the reporting period since 17 September 2021 till 31 January 2023.
2. Staff costs, including Directors
During the year the Company had no employees. The Company employs only two
Directors.
2023
£
Wages and Salaries -
Social security taxes -
-
The Directors did not earn/ accrue any fees or salaries for the period ended
31 October 2022.
Directors' and key management personnel
Directors' remuneration for the period ended 31 January 2023 is as follows:
Salary Fees Share based payments Total
£ £ £ 2023
£
Malcolm Burne - - - -
Eran Zucker - - - -
- - - -
3. Taxation
The tax assessed on loss before tax for the period differs to the applicable
rate of corporation tax in the UK for small companies of 19% The differences
are explained below:
2023
£
Analysis of income tax expense:
Current tax -
Deferred tax -
Total income tax expense -
Loss before tax (98,985)
Profit before tax multiplied by effective rate of corporation tax of 19% -
Effect of:
Capital allowances -
Expenses not deductible for tax purposes -
Losses carried forward (98,985)
Tax charge in the income statement -
The Company has incurred tax losses for the year and a corporation tax expense
is not anticipated. The amount of the unutilised tax losses has not been
recognised in the financial statements as the recovery of this benefit is
dependent on future profitability, the timing of which cannot be reasonably
foreseen.
On 10 June 2021, the UK Government's proposal to increase the rate of UK
corporation tax from 19% to 25% with effect from 1 April 2023 was enacted into
UK law.
4. Earnings per ordinary share
The earnings and number of shares used in the calculation of loss/earnings per
ordinary share are set out below:
2023
Basic loss per share
Loss for the financial period (98,985)
Weighted average number of shares 100,000,000
Loss per share (pence) (0.1) p
As at the end of the financial period ended 31 October 2022, there were
256,250,005 share warrants in issue, which had an anti-dilutive effect on the
weighted average number of shares.
5. Other receivables
2023
£
Trust account 960,130
960,130
During the period the Company raised a total amount of £1,000,000. The funds
were deposit from investors on a trust account on behalf of the Company.
On the 1 February 2023, the net funds were transferred from the trust account
to the Company own bank account.
6. Trade and other payables
2023
£
Trade payables 1,534
Accruals 32,500
34,034
All trade and other payables fall due for payment within one year. The
Directors consider that the carrying value of trade and other payables
approximates to their fair value.
7. Share capital
Issued and fully paid 2023 2023
£
Number
At 17 September 2021 - at incorporation (a) 1 1
Total shares at £1 each 1 1
Share consolidation:
1 share at £1 per share, consolidated into
100 shares at £0.01 per share 100 1
Total shares at £0.01 each 100 1
Ordinary shares issued at £0.01 (b) 4,999,900 49,999
Ordinary shares issued at £0.01 (c) 95,000,000 950,000
At 31 January 2023 100,000,000 1,000,000
(a) On incorporation, the Company issued 1 Ordinary Share at £1 nominal
value. On 1 November 2021, the Company consolidated the 1 Ordinary Share at
£1 in issue into 100 Ordinary Shares at £0.01 each.
(b) On 21 March 2022, the Company issued 4,999,900 new Ordinary Shares at
£0.01 per share.
(c) On 4 October 2022, 95,000,000 new Ordinary Shares were issued at
£0.01 per share.
8. Warrants
2023 2023
Weighted average exercise price (p) Number
Outstanding at the beginning of the period - -
Issued during year - investor warrants 1.5p 200,000,000
Issued during year - broker warrants 1.5p 5,000,000
Outstanding at the end of the period 1.5p 205,000,000
Investor warrants
On Admission, the Company issued 200,000,000 Investor Warrants. The Investor
Warrant entitles the holder to subscribe for one Ordinary Share at £0.015 per
Ordinary Share. The Investor Warrants are exercisable either in whole or in
part for a period of 5 years from the date of Admission. The Investor Warrants
have an accelerator clause which applies if the Company announces and signs a
sale and purchase agreement within 60 months of Admission. The Company will
serve notice on the Investor Warrant holders to exercise their warrants in
this event. When the Company serves notice, any Investor Warrants remaining
unexercised after 7 calendar days following the notification of the notice
will be cancelled.
As of 31 January 2023, none of these warrants have been converted into shares.
Broker warrants
On Admission, the Company issued 5,000,000 Broker Warrants to Peterhouse
Capital Limited. The Broker Warrants are exercisable at £0.015 per Ordinary
Share and are exercisable either in whole or in part for a period of 5 years
from the date of Admission. The Broker Warrants are non-transferable. The
Broker Warrants have an accelerator clause which applies if the Company
announces and signs a sale and purchase agreement within 60 months of
Admission. The Company will serve notice on the Broker Warrant holders to
exercise their warrants in this event. When the Company serves notice, any
Broker Warrants remaining unexercised after 7 calendar days following the
notification of the notice will be cancelled.
As the warrants were issued to the brokers assisting with the raise upon
re-listing, the fair value of these warrants, £25 thousands, was treated as a
share issue cost and debited against share premium.
As of 31 January 2023, none of these warrants have been converted into shares.
The following table list the inputs to the model used for the warrants plan
for the year ended 31 January 2023:
4 October 2022
Weighted average fair values at the measurement date £0.01
Dividend yield 0%
Expected volatility 70%
Risk-free interest rate 2.25%
Expected life of warrant (years) 5
Weighted average share price £0.015
Model used Black-Scholes
9. Financial instruments
Categories of financial assets and liabilities
The following tables set out the categories of financial instruments held by
the Company:
Financial assets Receivables
Note 2023
£
Other receivables 6 960,130
960,130
Financial liabilities Financial liabilities measured at amortised cost
Note 2023
£
Trade and other payables 7 32,500
32,500
The Company's financial instruments comprise of other receivables and payables
that arise directly from the Company's operations. The main purpose of these
instruments is to ensure that the Company has sufficient resources to fulfil
its investment strategy. The main risks arising from holding these financial
instruments are market risk and liquidity risk.
Market risk
All trading instruments are subject to market risk, the potential that future
changes in market conditions may make any future investments less valuable,
due to fluctuations in security prices, as well as interest and foreign
exchange rates. Market risk is directly impacted by the volatility and
liquidity in the markets in which the related underlying assets are traded.
Liquidity risks
The Company seeks to manage liquidity risk by ensuring sufficient liquid
assets are available to meet foreseeable needs and to invest liquid funds
safely and profitably. All cash balances are immediately accessible, and the
Company holds no trades payable that mature in greater than 3 months, hence a
contractual maturity analysis of financial liabilities has not been presented.
Since these financial liabilities all mature within 3 months, the Directors
believe that their carrying value reasonably equates to fair value.
Capital Disclosure
The Company defines capital as issued capital and retained earnings as
disclosed in statement of changes in equity. The Company manages its capital
to ensure that the Company will be able to continue to pursue strategic
investments and continue as a going concern. The Company does not have any
externally imposed financial requirements.
12. Related party transactions
During the year, the Company issued 2,700,000 ordinary shares and 5,000,000
broker warrants to Peterhouse Capital Limited, a company connected to Eran
Zucker and the Company's non-executive director.
13. Operating lease commitments
At the balance sheet date, the Company had no outstanding commitments under
operating leases.
14. Ultimate Controlling Party
The Company considers that there is no ultimate controlling party.
15. Post Balance Sheet Events
There were no significant Post Balance Sheet Events.
16. Capital Commitments
There were no contracts for capital expenditure at the period end.
17. Contingent Liabilities or assets
There were no contingent liabilities or assets at the period end.
***
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