REG - MOH Nippon PLC - Final Results and Publication of Annual Report
23/08/2024 07:00
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RNS Number : 5061B MOH Nippon PLC 23 August 2024
This announcement contains inside information for the purposes of Article 7 of
Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
23 August 2024
MOH Nippon Plc
(formerly Bowen Fintech Plc)
(the "Company")
Final Results and Publication of Annual Report
MOH Nippon Plc (LSE: MOH)(formerly Bowen Fintech Plc), a crowdfunding services
provider for real estate investment in Japan, announces its final results and
the publication of its annual report for the year ended 30 April 2024.
Highlights
· Signed a conditional term sheet to acquire, via reverse takeover, a
Japan-based crowdfunding services platform, Minnadeooyasan-Hanbai Co., Ltd
("MOH")
· Post year end, on 19 August 2024, completed the acquisition of 97.41%
of MOH in consideration for new ordinary shares in the Company
· On admission of the enlarged issued share capital, the Company had a
market valuation of £42.3 million
· MOH is an established and profitable crowdfunding services platform
in Japan and solution provider for local investors seeking returns from
investment into real estate
o Successfully solicited investments from almost 40,000 individual investors
in Japan and raised capital of approximately JPY 277 billion (c. £1.45
billion) through crowdfunding
o As at 31 May 2024, MOH's unaudited net assets were JPY 4.8 billion (c.
£25.2 million)
· The Directors intend to adopt a strategy to develop the existing
operations of MOH, increasing its client base and developing its cold-chain
logistics business
Aamir Quraishi, Non-Executive Chairman of MOH, said: "As a special purpose
acquisition company, we were delighted to succeed during the year in
identifying, in MOH, an excellent target for acquisition and to enter an
agreement where the offer price represented a 25% premium to our prevailing
share price. With the acquisition having completed post year end, we are
excited to embark on this new phase and we are now working to execute the
Company's growth strategy, leveraging the Board's considerable experience and
networks to develop the existing business and explore significant
opportunities in cold-chain logistics. We are also particularly proud to have
become the first company with its business and operations in Japan to list
equity on the Main Market of the London Stock Exchange in over 20 years. This
is a very exciting time and we look forward to updating the market on our
progress in due course."
Publication of Annual Report
The Company has, today, published its annual report for the year ended 30
April 2024, which will be available for download and inspection from the
Company's website at https://mohnippon.com/ (https://mohnippon.com/) and
from the FCA's National Storage
Mechanism at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(http://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.
The financial information set out below does not constitute the Company's
statutory financial statements for the period ended 30 April 2024, but is
derived from the statutory accounts for that period.
The announcement has been prepared on the basis of the accounting policies as
stated in the financial statements for the year ended 30 April 2024. The
information included in this announcement is based on the Company's financial
statements which are prepared in accordance with International Financial
Reporting Standards (IFRS).
Enquiries
MOH Nippon Plc
Aamir Quraishi, Non-Executive Chairman c/o +44 (0)20 4582 3500
Cairn Financial Advisers LLP
Emily Staples +44 (0)20 7213 0897
Jo Turner +44 (0)20 7213 0885
Gracechurch Group
Harry Chathli, Claire Norbury +44 (0)20 4582 3500
REVIEW OF BUSINESS STRATEGY AND BUSINESS MODEL
MOH Nippon Plc (formerly Bowen Fintech Plc) was incorporated in England and
Wales as a public limited company with limited liability under the Companies
Act with registered number 13349097.
The Company was set up to pursue opportunities to acquire businesses in the
technology innovations market with a main focus on companies which own
products or applications that are relevant to the financial services sector,
although it would also evaluate opportunities with applications relevant to
other industry sectors.
Since incorporation, the Company has not traded and has not entered into any
significant transactions or financial commitments, save as set out in these
financial statements. The Directors were looking to acquire a company with
attractive revenue growth and a clear pathway to high quality earnings, and
efforts to identify a prospective target business were not limited to a
particular geographic region.
The Ordinary Shares of the Company were admitted by the FCA to a Standard
Listing on the Official List in accordance with Chapter 14 of the Listing
Rules and to trading on the Main Market of the London Stock Exchange on 31
October 2022. On admission, the Company was authorised to issue one class of
Ordinary Shares.
For the year under review, the Company's financial objectives under its key
performance indicators were to improve its balance sheet, commence the process
to secure an acquisition and obtain additional funding if required.
Despite suitable acquisition targets not always being readily available and
with the capital markets facing challenging times, the Company was pleased to
confirm that it had identified a suitable business during the period and, on
22 December 2023, announced that it had signed a conditional term sheet to
acquire a 93.49% interest in a Japan-based crowdfunding services platform,
Minnadeooyasan-Hanbai Co., Ltd ("MOH"), to be settled through the issue of new
Ordinary Shares ("Consideration Shares") in the Company.
The Company is pleased to announce that on 30 July 2024, it signed a conditional sale and purchase agreement to acquire 97.41% of MOH subject to necessary resolutions being passed at the general meeting by shareholders and to re-admission of the Company's shares to trading on the Main Market of the London Stock Exchange. The prospectus, having been approved by the FCA, was published on 31 July 2024.
On 16 August 2024, all resolutions were passed at the Company's general meeting approving the acquisition of MOH and on the following working day, 19 August 2024, the Company's shares were re-admitted to trading. The Company was able to acquire 97.41% of MOH for 229,779,093 Consideration Shares. On 14 August 2024, the Company changed its name to MOH Nippon Plc and trades under the ticker 'MOH'.
MOH is an established and profitable crowdfunding services platform in Japan
and solution provider for local investors seeking returns from investment into
real estate. The head office is located in Tokyo and MOH is regulated under
the Real Estate Specified Joint Venture Act ("FTK Act") in Japan. During the
period from 2007 to 2023, MOH successfully solicited investments from almost
40,000 individual investors in Japan and raised capital of approximately JPY
277 billion (c. £1.45 billion) through crowdfunding.
For the year ended 31 March 2023 (audited), MOH reported an operating profit
of JPY 731 million (c. £3.8 million) on revenues of JPY 5.6 billion (c.
£29.3 million). For the unaudited six-month period to 30 September 2023, MOH
reported an operating profit of JPY 2.2 billion (c. £11.3 million) on
revenues of JPY 4.9 billion (c. £25.9 million). Unaudited net assets as at 30
September 2023 were JPY 5.0 billion (c. £26.2 million).
The Company acquired the shares in MOH from Kyosei Bank Co., Ltd ("KBC"), a
privately owned company in Japan, as a result of which KBC became the 80.69%
shareholder of the Company.
To date, MOH has provided services solely to a group of companies owned by
KBC. This arrangement has provided MOH with a proprietary pipeline of projects
for crowdfunding opportunities, commercialisation and development.
In addition to traditional real estate asset classes such as residential and
commercial, MOH has previously crowdfunded for the revitalisation of
traditional agricultural-type farms, the refurbishment of state-of-the-art
medical facilities and the revival of traditional cultural parks. MOH has also
more recently started to invest directly (through land purchase and
development activities) into technology-driven commercial projects, such as
cold-chain logistics facilities.
The acquisition constituted a reverse takeover under the Listing Rules.
Following completion of the acquisition, the Directors intend to adopt a
strategy to continue to grow and develop the existing operations of MOH,
increasing its client base and developing its cold-chain logistics business
internationally using the Board's network, with a view to generating value for
its shareholders. This strategy may involve additional complementary
acquisitions of other businesses in the same or related sectors alongside
organic growth.
Principal risks and uncertainties
The Enlarged Group's business activities expose it to a variety of risks,
being foreign investment and exchange risks, finance risks and strategic
risks. To help address the above risks, the Company has retained the services
of consultants and third-party advisors who are, together with the Directors,
working to develop appropriate actions, such as hedging policies, to manage
and mitigate these risks where possible.
KPIs will be established by the Company's new board and reported on in future
periods.
Foreign investment and exchange risks
The Company's functional and presentational currency in these financial
statements is GBP pounds sterling. As a result, the Company's financial
statements will carry the Company's assets in pounds sterling. Following the
reverse takeover of MOH, the functional and presentational currency of future
financial statements will be the Japanese Yen. Other potential risks
associated with the Enlarged Group following the reverse takeover include
regulatory and license risks, particularly associated with the FTK Act which
governs MOH's activities in Japan.
Further detail on risks is provided in Note 15 to the financial statements.
STATEMENT OF COMPREHENSIVE INCOME
For the year ending For the year ending
30 April 2024 30 April 2023
Note £ £
Administrative expenses (162,660) (160,125)
Share-based payment charge 13 - (88,050)
Loss from operations 3 (162,660) (248,175)
Reverse acquisition costs 4 (50,738) -
Loss before taxation (213,398) (248,175)
Income tax 9 - -
Loss for the period and total comprehensive loss for the period (213,398) (248,175)
Basic and Diluted loss per share 12 (0.004) (0.008)
All amounts shown above are derived from continuing operations.
The accompanying notes form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
As at As at
30 April 2024 30 April 2023
Note £ £
ASSETS
Current assets
Cash and cash equivalents 6 1,497,177 1,730,544
Prepayments and other receivables 7 24,656 9,167
Total assets 1,521,833 1,739,711
LIABILITIES
Current Liabilities
Trade and other payables 8 (58,289) (62,769)
Total Liabilities (58,289) (62,769)
Net assets 1,463,544 1,676,942
EQUITY
Equity attributable to owners
Ordinary Share capital 10 550,000 550,000
Share premium 11 1,352,043 1,352,043
Warrant reserve 13 88,050 88,050
Retained losses (526,549) (313,151)
Total equity 1,463,544 1,676,942
The financial statements were approved and authorised for issue by the board
on 22 August 2024 and were signed on its behalf by:
Aamir Ali Quraishi - Non-Executive Chairman
The accompanying notes form an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
Ordinary share capital Share premium Warrant Reserve Retained losses Total equity
£ £ £ £ £
As at 1 May 2022 50,000 - - (64,976) (14,976)
Comprehensive loss for the period
Loss for the period - - - (248,175) (248,175)
Total comprehensive loss for the period - - - (248,175) (248,175)
Transactions with owners
Issue of ordinary shares 500,000 1,500,000 - - 2,000,000
Cost of share issue - (147,957) - - (147,957)
Share-based payments - - 88,050 - 88,050
Total transactions with shareholders 500,000 1,352,043 88,050 - 1,940,093
As at 30 April 2023 550,000 1,352,043 88,050 (313,151) 1,676,942
Comprehensive loss for the period
Loss for the period - - - (213,398) (213,398)
Total comprehensive loss for the period - - - (213,398) (213,398)
As at 30 April 2024 550,000 1,352,043 88,050 (526,549) 1,463,544
The accompanying notes form an integral part of these financial statements.
STATEMENT OF CASHFLOWS
Year ended 30 April 2024 Year ended 30 April 2023
£ £
Cash flows from operating activities
Loss before income tax (213,398) (248,175)
Adjustments for:
Share-based payment charge - 88,050
Increase in prepayments other receivables (15,489) (9,167)
(Decrease)/increase in trade and other payables (4,480) 53,769
Net cash outflows from operating activities (233,367) (115,523)
Cash flows from financing activities
Cash received from issue of Ordinary Shares - 2,000,000
Issue costs settled during the period - (147,957)
Repayment of Director's loan - (15,439)
Net cash inflows from financing activities - 1,836,604
Net (decrease)/increase in cash and cash equivalents (233,367) 1,721,081
Opening balance of cash and cash equivalents 1,730,544 9,463
Closing balance of cash and cash equivalents 1,497,177 1,730,544
The accompanying notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1 Corporate information
The Company was incorporated on 21 April 2021 in England and Wales as a public
company, limited by shares and with Registered Number 13349097 under the
Companies Act 2006. The Company's registered office address is located at
71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.
The Financial Statements as at and for the year ended 30 April 2024 are
available at www.mohnippon.com (http://www.mohnippon.com)
2 Accounting policies
Basis of Preparation
The audited annual Financial Statements of the Company have been prepared on a
historical cost basis, as modified by the revaluation of financial instruments
measured at fair value through profit or loss, or otherwise required under
IAS.
The Financial Statements have been prepared in accordance with UK-adopted
international accounting standards ("IAS") and the requirements of the
Companies Act 2006.
During the period under review, the Company was not engaged in any activities
other than those which are required in connection with the selection,
structuring and completion of an acquisition in a target business.
The Financial Statements are presented in Sterling ("£"), which is the
Company's functional and presentational currency, rounded to the nearest pound
except where specified.
The Company had no operations and therefore no segmental information is
presented.
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the Company's
Financial Statements.
Going concern basis of preparation
The Company's Financial Statements have been prepared on a going concern
basis, which assumes that the Company will continue in operational existence
for the foreseeable future.
In undertaking this assessment, the Directors reviewed working capital
forecasts for a minimum of 12 months from the date of the approval of these
Financial Statements. The Company has based the going concern on the
assumption that the existing cash, including the amounts available after the
acquisition and re-admission are sufficient to meet the working capital
requirements of the Company for the foreseeable future as the Company. The
Company raised gross proceeds of £2 million from equity fundraising on 31
October 2022. At 30 April 2024 the Company had a cash balance of £1.5
million, and a cash balance of £1.15 million at the date of these financial
statements.
As a result, the Directors believe that the going concern assumption is
appropriate. Any potential future cash requirement will be funded using
through the issue of new equity or debt.
Standards and interpretations issued but not yet applied
Certain new accounting standards and interpretations have been published that
are not mandatory and have not yet been adopted by the Company.
Effective for annual reporting periods commencing on or after 1 January 2024:
· IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback)
· IAS 1 Presentation of Financial Statements (Amendment - Non-current
Liabilities with Covenants)
· Supplier finance arrangements - Amendments to IAS 7 and IAS 7
In June 2023, the International Sustainability Standards Board (ISSB) issued
its first two standards which are effective for annual reporting periods
commencing on or after 1 January 2024:
· IAS S1: General requirements for disclosure of sustainability-related
financial information
· IAS S2: Climate-related disclosures
The following new standards and amendments are effective for annual reporting
periods commencing on or after 1st January 2025:
· Amendments to IAS 21 to clarify the accounting when there is a lack of
exchangeability
The following new standards and amendments are effective for annual reporting
periods commencing on or after 1st January 2027:
· IFRS 18 Presentation and disclosure in financial statements
· IFRS 19 Subsidiaries without Public Accountability: Disclosures
The Company will continue to assess any impact on the Company from the
adoption of these amendments. It is not anticipated that any of these will
have a material impact on the Company's Financial Statements.
Financial assets
Financial assets and financial liabilities are recognised when the Company
becomes a party to the contractual provisions of a financial instrument.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
profit or loss.
Financial assets and financial liabilities are offset if there is a legally
enforceable right to offset the recognised amounts and interests and it is
intended to settle on a net basis. Cash comprises cash in hand and on demand
deposits. Cash equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash and that are subject to an
insignificant risk of changes in value with maturities of three months or
less.
Financial liabilities
The Company's financial liabilities include borrowings, trade and other
payables. The Company does not at the end of the reporting period have any
financial liabilities measured at fair value through profit or loss, therefore
all financial liabilities are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost. The
Company recognises an equity instrument on any contract that evidences a
residual interest in the assets of the Company.
Income tax
Income tax for the year comprises current tax and movements in deferred tax
assets and liabilities. Current tax and movements in deferred tax assets and
liabilities are recognised in profit or loss except to the extent that they
relate to items recognised in other comprehensive income or directly in
equity, in which case the relevant amounts of tax are recognised in other
comprehensive income or directly in equity, respectively.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted at the end of the reporting
period, and any adjustment to tax payable in respect of previous years.
Deferred tax assets and liabilities arise from deductible and taxable
temporary differences respectively, being the differences between the carrying
amounts of assets and liabilities for financial reporting purposes and their
tax bases. Deferred tax assets also arise from unused tax losses and unused
tax credits.
Current tax balances and deferred tax balances, and movements therein, are
presented separately from each other and are not offset. Current tax assets
are offset against current tax liabilities, and deferred tax assets against
deferred tax liabilities, if the Company has the legally enforceable right to
offset current tax assets against current tax liabilities and the following
additional conditions are met:
· in the case of current tax assets and liabilities, the Company either to
settle on a net basis, or to realise the asset and settle the liability
simultaneously; or
· in the case of deferred tax assets and liabilities, if they relate to income
taxes levied by the same taxation authority on either:
· the same taxable entity; or
· different taxable entities which, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or
recovered intend to realise the current tax assets and settle the current tax
liabilities on a net basis or realise and settle simultaneously.
Earnings per Ordinary Share
The Company presents basic and diluted earnings per share data for its
Ordinary Shares. Basic earnings per Ordinary Share is calculated by dividing
the profit or loss attributable to shareholders by the weighted average number
of Ordinary Shares outstanding during the period. Diluted earnings per
Ordinary Share is calculated by adjusting the earnings and number of Ordinary
Shares for the effects of dilutive potential Ordinary Shares.
Warrant reserve
The warrant reserve represents the cumulative charge to the statement of
comprehensive income, from the fair valuation of share warrants issued to the
holders of warrants.
Share capital and reserves
Ordinary Shares are classified as equity. Equity represents the residual
interest in the assets of the Company after deducting all of its liabilities.
On 31 October 2022 the Company had issued shares with a nominal value of
£0.01 at a price of £0.04 and the excess of share price above the nominal
value is reported as Share Premium.
Equity
Equity is classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences
a residual interest in the assets of the Company after deducting all of its
liabilities. Equity is recorded at the amount of proceeds received, net of
issue costs.
Share issue costs
Share issue costs have been incurred in relation to the issue of the Ordinary
Shares and warrants. Share issue costs are apportioned to shares and warrants
in proportion of gross proceeds of the issue. As there were no proceeds from
the issue of warrants, all share issue costs were allocated against Share
Premium Reserve.
Share-based payments (equity settled)
The grant of the warrants is recognised as equity-settled share-based payments
under IFRS 2. Services received in exchange for the grant of any share-based
payments are measured by reference to the fair value of the instruments at the
grant date using the Black Scholes Option pricing model. Share-based payments
are recognised as an expense in the Statement of Comprehensive Income.
Critical accounting estimates and judgements
In preparing the Company Financial Statements, the Directors are required to
make judgements on how to apply the Company's accounting policies and make
estimates about the future.
The scope for critical judgements or estimates relevant to the year under
review has been limited to the below:
Transaction costs
The Company has incurred legal and professional fees towards services relating
to the acquisition of MOH and re-admission of the enlarged share capital of
the Company to the Main Market of the London Stock Exchange. The Company has
estimated the transaction costs to be accrued and applied judgement in
determining that the costs accrued to the year-end relate to the acquisition
of MOH and expensed them.
Warrants
During the prior year, the Company issued share warrants to founders and
brokers. Judgement was exercised in determining the treatment of the share
warrants under IFRS 2 as equity-settled share-based payments.
IFRS 2 requires an expense to be recognised at the grant date fair value, with
a corresponding increase in equity over the vesting period. The Company
determined that the grant date and the vesting date of the shares was
immediate on issue and therefore the fair value of the shares as at that date
was recognised in full in the Statement of Comprehensive Income as a
share-based payment charge, in the prior year. The balance shown in the
warrant reserve represents management's estimate of the value of the warrants
to be exercised as at the reporting date. See note 13 and 20 for further
disclosures relating to these warrants.
3 Operating loss
Operating loss is stated after charging:
For year ended For year ended
30 April 2024 30 April 2023
£ £
Directors' fees 56,000 24,000
Personnel and consultant costs - 4,614
Legal Costs - 3,038
Professional and other costs 100,541 42,511
Listing expenses 11,202 16,552
Provision for other receivables (36,410) 36,410
Share-based payment charge - 88,050
Auditor's remuneration - audit services 25,000 25,000
Auditor's remuneration - other services - 8,000
Other business expenses 6,327 6,353
There were no staff costs as no staff were employed by the Company during the
year ended 30 April 2024 (2023: none).
4 Reverse acquisition costs
For year ended For year ended
30 April 2024 30 April 2023
£ £
Legal costs 15,000 -
Professional fees 30,000 -
Other costs 5,738 -
50,738 -
5 Directors' remuneration
For year ended For year ended
30 April 2024 30 April 2023
£ £
Directors' fees 56,000 24,000
Share-based payments - 48,000
56,000 72,000
The Directors are regarded as the key management personnel. Further details on
Directors' remuneration are included in the Directors' remuneration report.
6 Cash and cash equivalents
30 April 2024 30 April 2023
£ £
Cash and cash equivalents 1,497,177 1,730,544
7 Prepayments and other receivables
30 April 2024 30 April 2023
£ £
Prepayments 9,600 9,167
VAT receivable 9,610 -
Other receivables 5,446 -
24,656 9,167
8 Trade and other payables
30 April 2024 30 April 2023
£ £
Trade payables 1,387 1,455
Commissions due on fundraising 3,000 21,000
Accruals 53,902 40,314
58,289 62,769
9 Taxation
a) Income tax in the statement of comprehensive income:
No provision has been made for Corporation Tax as the Company did not earn any
profit subject to tax for the year ended 30 April 2024 (2023: £Nil). There is
no liability in the statement of financial position.
b) Reconciliation between tax expense and accounting
loss at the applicable tax rates:
Year to 30 April 2024 Year to 30 April 2023
£ £
Loss before taxation (213,397) (248,175)
Notional tax on loss before taxation at 19% (2023:19%) (40,545) (47,153)
Tax effect of non-deductible expenses 8,549 23,732
Tax effect of deferred tax credit not recognised on unutilised tax losses and 31,996 23,421
share based payments
Tax charge for the year - -
The Company has tax losses carried forward of
approximately £315,000 (2023: £146,711) against which the Company has not
recognised a deferred tax asset.
10 Share capital
30 April 2023
30 April 2024
No. of shares £ No. of shares £
Ordinary Shares, nominal value of £0.01 55,000,000 550,000 55,000,000 550,000
55,000,000 550,000 55,000,000 550,000
Ordinary shares
No new shares were issued during the year.
During the prior period, the Company completed the placing of 50,000,000
shares of the Company at a price of £0.04 per share.
In October 2022 55,000,000 of the Company's Ordinary Shares were admitted to
trading on the London Stock Exchange's Main Market for Listed Securities
("LSE"), which included 5,000,000 Ordinary Shares issued on incorporation, all
of which have been fully paid up.
11 Share Premium
No. of shares £
1 May 2022
Ordinary Shares, nominal value of £0.01 5,000,000 -
Movement in the year 2022-23
Issue of Ordinary Shares, premium of £0.03 50,000,000 1,500,000
Share issue costs capitalised in the prior year - (147,957)
30 April 2023 55,000,000 1,352,043
30 April 2024 55,000,000 1,352,043
There was no movement in share premium during the year.
12 Loss per Share
The calculation of basic and diluted earnings per share has been based on the
following loss attributable to shareholders and weighted-average number of
Ordinary Shares outstanding at the year end.
Basic and Diluted 30 April 2024£ 30 April 2023
£
Loss for the period (198,397) (248,175)
Weighted average number of shares 55,000,000 29,931,507
Loss per share (0.004) (0.008)
For the year ended April 2024, the weighted average number of Ordinary Shares
for the purpose of calculating the basic and diluted loss per share is
determined by reference to the 55,000,000 Ordinary Shares outstanding at 1 May
2023.
On 31 October 2022, the Company issued 8,575,000 share warrants with future
dilutive potential, but these have not been included in the computation of
diluted loss per share as the warrants are deemed anti-dilutive making the
diluted loss per share equal to the basic loss per share.
13 Share-based payments charge and warrant reserve
In the prior year, the Company granted 8,000,000 warrants to founders and
575,000 warrants to its broker.
The fair value of the warrants was calculated using the Black Scholes pricing
model and was determined to be £0.014 for warrants exercisable at £0.04 per
share and £0.006 for warrants exercisable at £0.08 per share.
The total number of warrants expected to be exercised at £0.04 per share was
4,575,000, the total fair value of which at £0.014 per share is £64,050,
which was expensed in full during the period. This includes £8,050 of charges
that relate to the broker warrants.
The total number of warrants expected to be exercised at £0.08 per share was
4,000,000, the total fair value of which at £0.006 per share is £24,000,
which was expensed in full during the period.
Total share-based payment charge expensed in the prior year was £88,050 which
constitutes the share warrant reserve included in equity.
After the year end, the Company entered into deeds of termination with the
holders of warrants to cancel all of the warrants. In the case of 575,000
Broker Warrants held by Optiva, this was undertaken in return for an aggregate
payment of £34,500 paid to Optiva upon the publication of the prospectus on
30 July 2024 and in the case of all other warrants, at re-admission for nil
consideration. At the date of this report, the Company has no warrants
outstanding.
14 Financial instruments
The Company's financial instruments comprise the trade and other payables, and
the Director's loan which was repaid during the year. The Company's accounting
policy and method adopted, including the criteria for recognition, is set out
in Note 2 "Accounting policies" to the Company Financial Information. The
Company does not use its financial instruments for speculative purposes.
15 Financial risk management
The Company uses basic financial instruments only, which arise directly from
operations.
Financial risk factors
For the reporting period, the Company was actively seeking investments in its
stated role as special purpose acquisition company and had only one asset,
being its cash of £1,497,177. As such, its only financial risk relates to the
financial condition and credit worthiness of the bank. The Directors have
concluded that they represent as minimal a financial risk as is practicable.
There is a liquidity risk relating to other payables and accruals, which are
due within a year. The Company monitors its risk of a shortage of funds using
a Cashflow forecasting tool which considers the maturity of both its financial
liabilities and financial assets and projected cashflows from any other
activities.
The maturity profile of the Company's financial liabilities at the end of
year, based on the contractual undiscounted cash flows, is as follows:
Within 1 year or on demand More than More than More than 5 years Total contractual undiscounted cash flows
1 year but less than 2 years 2 years but less than 5 years
As at 30 April 2024 £ £ £ £ £
Trade and other payables 58,289 - - - 58,289
As at 30 April 2023
Trade and other payables 66,769 - - - 66,769
The management of risk is a fundamental concern of the Company's management.
This note summarises the key risks to the Company and the policies and
procedures put in place by management to manage it.
a) Market risk
Market risk arises from the Company's use of interest-bearing financial
instruments. It is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in interest rates
(interest rate risk) or foreign exchange rates (foreign exchange risk).
b) Interest rate risk
Interest rate risk arises from increases in market interest rates and could
potentially arise from the use of bank overdrafts. The Company had no exposure
to interest rate risk at 30 April 2024.
c) Foreign exchange risk
Foreign exchange risk arises from adverse movements in currency exchange
rates. The Company, which had during the year to 30 April 2024 its functional
currency as Pound Sterling, was exposed to minimal levels of foreign exchange
risk during the period as it did not generate any revenue and there was no
material cost in any other currency.
Fair values
The Directors have assessed that the fair value of the accruals and cash
approximates their carrying amount.
16 Capital management policy
The Directors' objectives when managing the Company's capital are to safeguard
the Company's ability to continue as a going concern in order to provide
returns for the Company's shareholders and benefits for other stakeholders and
to maintain an optimal capital structure to reduce the cost of capital. The
capital structure of the Company consists of £1,497,177 of cash and
55,000,000 issued Ordinary Shares to the value of £550,000.
17 Related party transactions
The Company's key management personnel are its directors. During the year
ended 30 April 2024, total remuneration payable to Directors was £56,000
(2023: £72,000). Please refer to the Directors' Remuneration Report for
further analysis.
During the year the Company incurred commissions of £nil (2023: £36,000) to
a shareholder for placing services, which is being paid in instalments. At the
year end the Company owed the shareholder £3,000 (2023: £21,000) in respect
of this commission.
18 Ultimate controlling party
As at 30 April 2024, the Company does not have one identifiable controlling
party. See note 20 'Events subsequent to the reporting period' for changes
to the controlling party since the year end.
19 Contingencies and commitments
As at 30 April 2024, the Company does not have any contingencies or
commitments. As at the date of this report, the Company has commitments of
£108,000 towards professional and regulatory fees, conditional upon listing
and £65,000 towards legal and regulatory fees.
20 Events subsequent to the reporting period
a. Reverse acquisition of Minnadeooyasan-Hanbai Co., Ltd
On 19 August 2024 the Company's shares were re-admitted to trading on the Main
Market of the London Stock Exchange following approval of the transaction by
shareholders at the general meeting on 16 August 2024, thus completing its
acquisition of MOH, acquiring a 97.41% interest via a share-for-share
exchange. Bowen Fintech plc was renamed MOH Nippon Plc on 14 August 2024.
b. Cancellation of Share warrants
As at the year end, the Company had a total of 8,575,000 warrants in issue.
After the year end, the Company entered into deeds of termination with the
holders of warrants to cancel all of the warrants. In the case of 575,000
Broker Warrants held by Optiva, this was undertake in return for an aggregate
payment of £34,500 to Optiva upon the publication of the prospectus on 30
July 2024 and in the case of all other warrants, at re-admission for nil
consideration. At the date of this report, the Company does not have any
warrants outstanding.
c. Changes to the ultimate controlling party
At the reporting date, Mr Kenichi Yanase, through his wholly owned company KBC
is the largest shareholder of the Company. Mr Kenichi Yanase, through KBC,
will control the exercise of voting rights in respect of approximately 80.69
per cent. of the issued share capital of the Company.
d. Appointment of additional Directors to the board.
The following Directors joined the board at re-admission on 19 August 2024,
following completion of the acquisition of MOH:
· Hoken Yanase - Chief Executive Officer
· Hiromitsu Sakai - Chief Operating Officer
· Frankie Leung - Chief Financial Officer
· Nigel Andrew Collins - Non-Executive Director
· Kazuo Ichimura - Non-Executive Director
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