REG - More Acquisitions - Annual Financial Report
29/02/2024 07:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240229:nRSc8760Ea&default-theme=true
RNS Number : 8760E More Acquisitions PLC 29 February 2024
More Acquisitions Plc
Annual Report and
Financial Statements
_____________________
For the period ended
31 October 2023
Page
Directors and Advisers 1
Chairman's Statement 2
Strategic Report 3
Directors' Report 5
Corporate Governance Report 7
Statement of Directors' Responsibilities 12
Independent Auditor's Report 13
Statement of Profit or Loss and Other Comprehensive Income 18
Statement of Financial Position 19
Statement of Changes in Equity 20
Statement of Cash Flows 21
Notes to the Financial Statements 22
Directors
Ronald Neil Sinclair (Appointed 22 January 2024) Chairman
Stanley Harold Davis (Appointed 22 January 2024)
Charles Edouard Goodfellow
Registered Office 42
Upper Berkeley Street
London
W1H
5QL
Company Number 13628889
Secretary
Westend Corporate LLP
6 Heddon Street
London
W1B 4BT
Auditor
Pointon Young Chartered Accountants
Statutory Auditor
33 Ludgate Hill
Birmingham, West Midlands
B3 1EH
Registrars
Share Registrars Limited
3 The Millennium Centre, Crosby Way
Farnham GU9 7XX
More Acquisitions is pleased to present its Annual Report to shareholders.
As you know, a Reverse Takeover (RTO) was agreed in September 2022.
Unfortunately, this transaction failed to materialise and was terminated in
May 2023.
Post year end and in late January 2024, Stanley Davis & I together with a
Pension Fund subscribed for 31,224,000 shares at £0.01 entitling us on an RTO
to 62,448,000 shares at £0.015.
We have extensive experience in the Real Estate sector particularly with
listed companies. It is our intention to seek a suitable RTO in this sector,
which is beginning to show the first signs of recovery as interest rates fall.
We have done it before and intend to make every effort to do it again. We will
of course keep shareholders updated.
I wish to thank Rod McIllree who has stepped down from the Board but remains a
supportive shareholder.
Neil Sinclair
Executive Chairman
28 February 2024
The Directors present their Strategic Report on the Company for the period
ended 31 October 2023.
Review of Business and Analysis Using Key Performance Indicators
The Company reported a loss for the reporting period of £463,897 (13-month
period to 31 October 2022: loss of £932,031 as restated*).
Net assets amounted to £672,466 at 31 October 2023 (£1,136,362 at 31 October
2022).
The cash position at 31 October 2023 amounted to £649,265 (2022:
£1,151,671).
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 October 2023. The main KPIs for the Company
are listed as follows:
Key Performance indicator 2023 2022
Cash and cash equivalents £649,265 £1,151,671
Net assets £672,466 £1,136,362
Loss before tax £463,897 £932,031*
· Restated to include expenditure relating to share warrants - See
Note 10 to the financial statements
Investing Policy and Future Developments
More Acquisitions 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.
This intention continues but with the focus on the real estate sector.
We intend to acquire a portfolio of properties or a significant single asset
where we have the opportunity to add value and create attractive returns for
shareholders.
The Directors believe that their extensive experience and wide range of
contacts, will enable the company to achieve its objective.
Promotion of the Company for the benefit of the members as a whole
The Director's believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members, as required by s172 of
the Companies Act 2006.
The requirements of s172 are for the Directors to:
● Consider the likely consequences of any decision in the long term,
● Act fairly between the members of the Company,
● Maintain a reputation for high standards of business conduct,
● Consider the interests of the Company's employees,
● Foster the Company's relationships with suppliers, customers and
others, and
● Consider the impact of the Company's operations on the community
and the environment.
The following paragraphs summarise how the Directors fulfil their duties:
The Company is quoted on Standard Segment of the Main Market on the London
Stock Exchange. Its members are kept informed, through detailed announcements,
shareholder meetings and financial communications of the Board's broad and
specific intentions and the rationale for its decisions. The Board recognises
its responsibility for setting and maintaining a high standard of behaviour
and business conduct. There is no special treatment for any group of
shareholders and all material information is disseminated through appropriate
channels and available to all through the Company's news releases and website.
When selecting investments, issues such as the impact on the community and the
environment have actively been taken into consideration. The Company's
approach is to use its position to promote positive change for the people with
whom it interacts.
The Company is committed to being a responsible business. The Company pays its
creditors promptly and keeps its costs to a minimum to protect shareholders
funds. There were no employees in the Company other than the two Directors in
the current year therefore effectiveness of employee policies is not relevant
for the Company.
Principal risks and uncertainties
The Company's primary risk is that it may not be able to identify suitable
investment opportunities or there is no guarantee that investment
opportunities will be available, and the Company may incur costs in conducting
due diligence into potential investment opportunities that may not result in
an investment being made. 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.
It may be necessary to raise additional funds in the future by a further issue
of new Ordinary shares or by other means. However, the ability to fund future
investments and overheads in More Acquisitions Plc as well as the ability of
investments to return suitable profit cannot be guaranteed, particularly in
the current economic climate. The Directors stringently monitor the Company's
expenses. As a cash shell, the annual outgoings are minimal. The Directors
have an active presence in the finance sectors and will be able to raise
future funding if required.
In the original Prospectus published on 04 March 2022, it was stated that if
an acquisition had not been made within 24 months of Admission, the Board will
consult with Shareholders as to the future direction of the Company. The
recommendation will be that in view of the recent appointments and Placing, we
should continue to seek a suitable target for another twenty-four months. We
are in the course of meeting shareholders and expect them to be supportive of
our strategy.
This report was approved by the board of directors on 28 February 2024 and
signed on its behalf by
Neil Sinclair
Executive Chairman
The Directors present their report together with the audited financial
statements for the period ended 31 October 2023.
Results and dividends
The trading results for the period ended 31 October 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 either reporting
periods.
Principal activities and review of the business
The Company was formed on 17 September 2021 as a cash shell with the aim to
undertake one or more acquisitions, which may be in the form of a merger,
capital stock exchange, asset acquisition, stock purchase or a scheme
arrangement of a majority interest in a company or business. The Company
shares were admitted to trading on the Standard List of the Main Market on the
London Stock Exchange on 4 March 2022. It is now intended that the Company
will focus on the Real Estate sector.
A review of the business is included within the Chairman's Statement and
Strategic Report.
Directors serving during the year
Mr Rod McIllree (Resigned 22 January 2024)
Mr Charles Edouard Goodfellow
Directors' interests
The Directors at the date of the balance sheet of these financial statements
who served during the year, and their interest in the ordinary shares of the
Company, are as follows:
31 October 2023
Number of Warrants
ordinary Shares
Mr Rod McIllree (Resigned 22 January 2024) 19,250,000 18,000,000
Mr Charles Edouard Goodfellow 1,454,545 1,000,000
Significant shareholders
As at 1 December 2023, so far as the Directors are aware, the parties (other
than the interests held by Directors) who are directly or indirectly
interested in 3% or more of the nominal value of the Company's share capital
is as follows:
Shareholder Number of Percentage of Issued Share Capital
Ordinary Shares
Sanderson Capital Partners Limited 15,000,000 12.00%
TS Capital Limited 15,000,000 12.00%
Steve Xerri 15,000,000 12.00%
Richard Edwards 9,250,000 7.40%
Mike Whitlow 8,100,000 6.48%
John Celaschi 5,000,000 4.00%
Hobart Capital Markets Limited 5,000,000 4.00%
Philip Small 5,000,000 4.00%
Self-Select Maxi ISA 4,555,134 3.64%
Peel Hunt Partnership Limited 3,966,616 3.17%
Related party transactions
Related party transactions and relationships are disclosed in note 12.
Going concern
The Company has reported a loss for the period of £463,897 (13-month period
to 31 October 2022: loss of £932,031 as restated*).
*Restated to include expenditure relating to share warrants - See Note 9 to
the financial statements
The Company had cash reserves at the year-end of £649,265 (2022:
£1,151,671).
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future.
Events after the reporting date
Events after the reporting date are disclosed in note 15.
Political and Charitable Donations
There were no political or charitable donations made for the period ended 31
October 2023 (2022: £Nil).
Provision of information to Auditor
In so far as each of the Directors are aware at the time of approval of the
report:
● there is no relevant audit information of which the Company's
auditor is unaware; and
● the Directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information and to
establish that the auditor is aware of that information.
Auditor
Pointon Young have expressed their willingness to continue in office as
auditor and will be proposed for reappointment at the Annual General Meeting.
This report was approved by the board of directors on 28 February 2024 and
signed on its behalf by
Neil Sinclair
Executive Chairman
The Company has adopted the principles of the Quoted Companies Alliance
Corporate Governance Code (QCA Code) for small and mid-size quoted companies.
The QCA Code identifies ten principles that they consider to be appropriate
arrangements and asks companies to provide an explanation on how they are
meeting the principles. The Board considers that the Company complies with the
QCA Code so far as it is practicable having regard to the size, and complexity
of the Company and its business.
These disclosures are set out on the basis of the current Company and the
Board highlights where it has departed from the Code presently.
The following paragraphs set out the Company's compliance with the 10
principles of the QCA code and the information below was last updated on 23
February 2024.
1. Establish a strategy and business model which promotes long-term
value for shareholders
The Company's strategy is to undertake one or more acquisitions, which may be
in the form of a merger, capital stock exchange, asset acquisition, stock
purchase or a scheme arrangement of a majority interest in a company or
business.
The Board considers that the key challenge in executing the Company's plan is
identifying opportunities where it is likely that the investee will progress
rapidly and the investment will therefore rise in value.
The Board intends to deliver shareholder returns through capital appreciation.
Challenges to delivering strategy, long-term goals and capital appreciation
are an uncertainty in relation to organisational, operational, financial and
strategic risks, all of which are outlined in the Risk Management section
below, as well as steps the Board takes to protect the Company by mitigating
these risks and secure a long-term future for the Company.
Given the size of the Company, we believe the strategy and business model we
have now adopted is consistent with our goal of promoting long term value for
shareholders.
2. Seek to understand and meet shareholder needs and expectations
The Company is committed to communicating openly with its shareholders to
ensure that its strategy, business model and performance are clearly
understood. The principal forms of communication are the Annual Report and
Accounts, full and half-year announcements, trading updates, other Regulatory
News Service announcements and its website.
The Company also maintains a dialogue with shareholders through Annual General
Meetings, which provides an opportunity to meet, listen and present to
shareholders, and shareholders are encouraged to attend in order to express
their views on the Company's business activities and performance.
The Company's website is kept updated and contains details of relevant
developments and has a facility for questions to be addressed to the Company
and it is the Board's commitment that all reasonable questions are answered
promptly.
3. Take into account wider stakeholder and social responsibilities and
their implications for long-term success
The Company's business is now focused on making and appraising real estate
investments. As such, stakeholder and social responsibilities, in terms of
impact on society, the communities within which the Company operates and the
environment, apply less than that of an operating company. Therefore, the
Company appraises its social responsibilities as part of its investment
appraisal process.
The key resource on which the Company relies is the collective experience of
the Directors. The Company offers equal opportunities regardless of race,
gender, gender identity or reassignment, age, disability, religion of sexual
orientation.
In terms of its shareholders, the Company aims to provide transparent and
balanced information to encourage support and confidence in the Board's
approach.
The Board recognises that the long-term success of the Company is reliant upon
the efforts of employees, regulators and many other stakeholders and has close
ongoing relationships with a broad range of its stakeholders.
4. Embed effective risk management, considering both opportunities and
threats, throughout the organisation
The Board recognises the need for an effective and well-defined risk
management process and it oversees and regularly reviews the current risk
management and internal control mechanisms.
The Company considers risk management to fall into two broad categories, being
the investment activity of the Company and the operations of the Company.
(a) The investment risk is considered as part of the appraisal processes and
by way of due diligence and ongoing monitoring.
(b) The Company uses internal appraisal and the annual audit to ensure
financial risks are evaluated in detail. Board meetings are also used for the
directors to raise any issues relating to business risk arising from the
Company's business model and operations.
Dealings in the Company's shares are monitored and any dealings must first be
approved by the Non-executive Director.
The risk assessment matrix below sets out and categorises key risks, and
outlines the mitigating actions which are in place. This matrix is updated as
changes arise in the nature of risks or the mitigating actions implemented,
and the Board reviews these on a regular basis. The Company has identified the
principal risks to the Company achieving its objectives as follows:
Risk Potential Impact Mitigation
Dependence on the Company's Directors, who are the only employees. As a consequence of a failure by the Executive Management Team: The Company has very simple operations, its assets consist of only cash and
prepayments.
· Quarterly management information is not adequate/ received in a
timely fashion.
· Annual or interim reports or other market updates are filed late,
therefore damaging market reputation.
Ability to raise further funds Our business model depends on our ability to raise debt and/or equity funding The careful management of our investments underpin our success to date in
to finance future investments and overheads in the Company. raising funds. This includes not only making the initial investment after our
appraisal process but continuous ongoing monitoring of the investee companies
There can be no guarantee that we will be able to raise funds, particularly in and reporting positive news.
the current economic climate.
Ability to identify further suitable investment opportunities There is no guarantee that investment opportunities will be available, and the The detailed due diligence carried out coupled with the Board's knowledge and
Company may incur costs in conducting due diligence into potential investment expertise give us confidence that we will continue to identify potential
opportunities that may not result in an investment being made. investments.
The Board considers that an internal audit function is not considered
necessary or practical due to the size of the Company and the day-to-day
control exercised by the Directors. However, the Board will monitor the need
for an internal audit function. The Board has established appropriate
reporting and control mechanisms to ensure the effectiveness of its control
systems.
5. Maintain the Board as a well-functioning, balanced team led by the
Chair
The Board recognises the QCA recommendation for a balance between Executive
and Non-executive Directors and the recommendation that there be at least two
Independent Non-executives. The Board consists of three directors; one
Executive Director and two Non-Executive Directors. The Board deems the
current composition to be sufficient, given the nature and size of the
Company. The Board maintains that the Board's compositions will be frequently
reviewed as the Company develops.
The Company has in place two committees, an Audit and Risk Committee and a
Nomination Committee. The Directors of the Company are committed to sound
governance of the business, and each devotes sufficient time to ensure this
happens. The Board held four Board meetings in the period. All meetings were
attended by both Directors. Board meetings cover regular business,
investments, finance, and operations.
6. Ensure that between them the Directors have the necessary up-to-date
experience, skills and capabilities
The Company believes that the Board as a whole has significant experience in
the financial services industry. The Board believes they have the requisite
mix of skills and experience to successfully execute the business strategy in
order to meet the Company's objectives.
Neil Sinclair, Executive Director (Appointed on 22 January 2024)
Neil Sinclair has over 60 years' experience in the real estate sector. He was
a co-founder of Sinclair Goldsmith, Chartered Surveyors, which was admitted to
the Official List in 1987. It subsequently merged with Conrad Ritblat in 1993,
when he became Executive Deputy Chairman. Neil was appointed Chairman of Baker
Lorenz, surveyors in 1999, which was sold to Hercules Property Services plc in
2001. He was appointed a non-executive director of Tops Estates plc in 2003
and remained so until it was sold to Land Securities plc in 2005. He
co-founded Palace Capital plc with Stanley Davis in July 2010 and helped build
a £280m property portfolio. He served as Chief Executive Officer until June
2022.
Stanley Davis, Non-executive Director (Appointed on 22 January 2024)
Stanley Davis is a successful entrepreneur who has been involved in the City
of London since 1977. He founded a company registration agent, Stanley Davis
Company Services Limited, which he sold in 1988. In 1990 he became Chief
Executive of a small share registration company which became known as IRG plc.
It acquired several businesses including Barclays Bank Registrars and was sold
in April 2000 for a substantial sum to the Capita Group plc. He was Chairman
of Stanley Davis Group Limited specialising in company formations, property
& company searches. It was sold in June 2020 to Dye & Durham listed on
the Toronto Stock Exchange. He co-founded Palace Capital plc with Neil
Sinclair in July 2010 and helped build a £280m property portfolio. He served
as Chairman until December 2021.
Charles Goodfellow, Non-executive Director
Charles Goodfellow is a corporate broker with over 25 years' experience of
raising funds for small and mid-caps and private companies across a range of
sectors and jurisdictions. This includes a specialised focus on oil and gas,
and clean and renewable technology. In addition, he was previously a Director
of Acorn Growth plc (re-named Vodere plc). Proficient in six languages,
Charles has studied and worked globally and brings a wealth of experience and
broad outlook to the team.
Board composition is always a factor for contemplation in relation to
succession planning. The Board will seek to take into account any Board
imbalances for future nominations, with areas taken into account including
Board independence and gender balance.
7. Evaluate Board performance based on clear and relevant objectives,
seeking continuous improvement
The Directors consider that the Company and Board are not yet of a sufficient
size and complexity for a full Board evaluation to make commercial and
practical sense. The Board acknowledges that it is non-compliant with its
processes to evaluate the performance of the Board.
As the Company is a cash shell, the Board deems the current structure to be
sufficient.
As the Company grows, it expects to expand the Board and with the Board
expansion, re-consider the need for Board evaluation.
In view of the size of the Board, the responsibility for proposing and
considering candidates for appointment to the Board as well as succession
planning is retained by the Board. All Directors submit themselves for
re-election at the AGM at regular intervals.
8. Promote a corporate culture that is based on ethical values and
behaviours
The Board believes that by acting ethically and promoting strong core values
it will gain a reputation for honesty and that this will attract business and
help the long-term objectives of the Company. As such the Board adopts an open
approach to all investors, investment opportunities and all its advisers and
service providers.
The Board further considers the activities of and persons involved with
potential investee companies as part of its due diligence processes.
The Board places great importance on the responsibility of accurate financial
statements and auditing standards which comply with the Auditing Practice
Board's (APB's) and Ethical Standards for Auditors. The Board places great
importance on accuracy and honesty and seeks to ensure that this aspect of
corporate life flows through all that the Company does.
A large part of the Company's activities is centred upon an open and
respectful dialogue with stakeholders. The Directors consider that the Company
has an open culture facilitating comprehensive dialogue and feedback.
9. Maintain governance structures and processes that are fit for purpose
and support good decision-making by the Board
The Board is committed to, and ultimately responsible for, high standards of
corporate governance and notes the departure from the Code in terms of
independence on the Board. The Board reviews the Company's corporate
governance arrangements regularly and expects these to evolve over time, in
line with the Company's growth. The Board delegates responsibilities to
Committees and individuals as it sees fit.
It is the role of the Non-Executive Directors to manage the Board and advise
its conduct.
The Non-Executive Director is responsible for the day-to-day management of the
Company's activities.
The matters reserved for the Board are:
(a) Defining the long-term strategy for the Company;
(b) Approving all major investments;
(c) Approving any changes to the Capital and debt structure of the Company
(d) Approving the full year and half year results and reports;
(e) Approving resolutions to be put to the AGM and any general meetings of
the Company;
(f) Approving changes to the Advisory team; and
(g) Approving changes to the Board structure.
10. Communicate how the Company is governed and is performing by maintaining
a dialogue with shareholders and other relevant stakeholders
The Board is committed to maintaining effective communication and having
constructive dialogue with its stakeholders. All shareholders are encouraged
to attend the Company's Annual General Meeting and the Board discloses the
result of General Meetings by way of announcement.
The Company's first annual financial statements will be publicly announced
once audited and will also be available on the Company's website and at the
Company's registered office.
Information on the Investor Relations section of the Company's website is kept
updated and contains details of relevant developments, regulatory
announcements, financial reports and shareholder circulars. Shareholders with
a specific enquiry can contact us on the website contact page.
Charles Goodfellow
Non-executive Director
28 February 2024
Directors' responsibilities
The Directors are responsible for preparing the Strategic Report, Directors'
Report and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial statements for each
financial period. Under that law they are required to prepare financial
statements in accordance with the UK adopted international accounting
standards (IAS), in conformity with the requirements of the Companies Act.
The financial statements are required by law and IAS to present fairly the
financial position and performance of the Company; the Companies Act 2006
provides in relation to such financial statements that references in the
relevant part of the Act to financial statements give a true and fair view and
references to their achieving a fair presentation.
Under Company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss for the period. The Directors
are also required to prepare financial statements in accordance with the rules
of the London Stock exchange.
In preparing the Company's financial statements, the Directors are required
to:
● select suitable accounting policies and then apply them
consistently;
● make judgements and estimates that are reasonable and prudent;
● state whether applicable UK adopted international accounting
standards (IAS), in conformity to the Companies Act, been followed, subject to
any material departures disclosed and explained in the financial statements.;
● prepare the financial statements on a going concern basis
unless it is inappropriate to assume the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
requirements of the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Website publication
Financial statements are published on the Company's website in accordance with
legislation in the United Kingdom governing the preparation and dissemination
of financial statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company's website is the
responsibility of the Directors. The Directors' responsibility also extends
to the ongoing integrity of the financial statements contained therein.
Opinion
We have audited the financial statements of More Acquisitions Plc (the
'company') for the period ended 31 October 2023 which comprise Statement of
Profit or Loss and Other Comprehensive Income, Statement of Financial
Position, Statement of Changes in Equity, Statement of Cash Flows( )and notes
to the financial statements, including significant accounting policies. The
financial reporting framework that has been applied in their preparation is
applicable law and UK adopted international accounting standards.
In our opinion the financial statements:
• give a true and fair view of the state of the company's affairs as
at 31 October 2023, and of its loss for the period then ended;
• have been properly prepared in accordance with UK adopted
international accounting standards; and
• have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor responsibilities for the audit
of the financial statements section of our report. We are independent of the
company in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard, as applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Emphasis of Matter relating to Going Concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the entity's ability to continue to adopt the going concern
basis of accounting included review and scrutiny of the cash flow forecast
prepared by the directors for the twelve-month period from the date of signing
the financial statements and also discussions with the directors relating to
planned expenditure over the next year. The cash flow forecast prepared by
the directors appears reasonable.
Based on the work we have performed, we would like to draw to your attention
information contained in the Company's Prospectus published at the time of
Admission to trading on the Standard List of the Main Market of the on 4 March
2022:
'If an Acquisition has not been announced within 24 months of Admission, the
Board will consult with the Shareholders as to the future direction of the
Company. The Directors may recommend to Shareholders that the Company continue
to pursue an Acquisition for a further 24 months, or that the Company be wound
up (in order to return capital to Shareholders). The Board's recommendation
will then be put to a Shareholder vote (from which the Directors will
abstain). In the event that the Company is wound up, any capital available for
distribution will be returned to Shareholders.'
Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of materiality. An
item is considered material if it could reasonably be expected to change the
economic decisions of a user of the financial statements. We used the concept
of materiality to both focus our testing and to evaluate the impact of
misstatements identified.
Based on our professional judgement, we determined overall materiality for the
Company's financial statements as a whole to be £7,100 (2022: £11,500) based
on gross assets (1.0%) in both periods.
We use a different level of materiality ('performance materiality') to
determine the extent of our testing for the audit of the financial statements.
Performance materiality is set based on the audit materiality as adjusted for
the judgements made as to the entity risk and our evaluation of the specific
risk of each audit area having regard to the internal control environment.
Where considered appropriate performance materiality may be reduced to a lower
level, such as, for related party transactions and administration and reverse
takeover expenses.
We agreed with the directors to report to it all identified errors in excess
of £355 (2022: £575). Errors below that threshold would also be reported
to it if, in our opinion as auditor, disclosure was required on qualitative
grounds.
Overview of the scope of our audit
In designing our audit, we determined materiality, as above, and assessed the
risk of material misstatement in the financial statements. In particular, we
looked at the capturing of administrative costs, for example ensuring all
administrative and reverse takeover costs were captured as well as unrecorded
liabilities at year end. We also addressed the risk of management override
of internal controls, including evaluating whether there was evidence of bias
by the directors that represented a risk of material misstatement due to
fraud.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those which had the greatest effect on the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
We set out below, together with going concern, those matters we identified as
key audit matters. This is not a complete list of all risks identified by our
audit.
Key audit matter How the scope of our audit addressed the key audit matter
Capturing of all administrative and reverse takeover costs
The company was incorporated and listed on the London Stock Exchange in the
prior period and attempted a reverse takeover in the period we are reporting
on. All administrative costs relating to the running of the Company and We undertook procedures on a sample basis to:
costs associated with the attempted reverse takeover may not be included in
the Statement of Profit or Loss and Other Comprehensive Income therefore (i) reviewed engagement letters between the company and professional
understating the loss for the period. service providers
(ii) reviewed invoices from professional service providers
(iii) reviewed the company's bank statement for the period and post
period end
(iv) made enquiries of management
Directors' use of Going Concern assumption
The directors' have used the going concern basis of accounting in preparation
of these financial statements. The directors therefore consider that the
company has adequate resources to continue its operational existence for the We reviewed and scrutinised the cash flow forecast prepared by directors for
foreseeable future. There is a risk this assumption may not be appropriate. the twelve-month period from the date of signing the financial statements as
well as holding discussions with the directors relating to planned expenditure
over the next year. We have reviewed the Company's Prospectus from the time
of Admission to the London Stock Exchange and have brought to the attention of
the reader the risk relating to an acquisition not being announced by the
Company within 24-months of Admissions (see Emphasis of Matter relating to
Going Concern paragraph above.).
Classification and Valuation of Share Warrants We reviewed a sample of the agreements for the warrant instruments between the
Company and the brokers/investors to ensure the appropriate accounting
The company issued investor and broker warrant instruments at the time of treatment was applied, selected a sample of signed agreements to ensure
listing on the London Stock Exchange. The accounting treatment, valuation appropriately executed, vouched the number of warrants issued to the warrant
and disclosure of these warrants may not be appropriate in the financial register and reviewed the basis of valuation verifying assumptions made by
statements. management within their selected valuation model plus mathematically accurate
as well as reviewing appropriateness and completeness of disclosure in the
financial statements.
Our audit procedures in relation to these matters were designed in the context
of our audit opinion as a whole. They were not designed to enable us to
express an opinion on these matters individually and we express no such
opinion.
Other information
The other information comprises the information included in the annual report
and financial statements, other than the financial statements and our
auditor's report thereon. The directors are responsible for the other
information contained within the annual report and financial statements. Our
opinion on the financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements, or our
knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors'
report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
• the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report and the directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
• the financial statements are not in agreement with the accounting
records and returns; or
• certain disclosures of directors' remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
on page 12, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
• We obtained an understanding of the legal and regulatory
frameworks within which the company operates, focusing on those laws and
regulations that have a direct effect on the determination of material amounts
and disclosures in the financial statements. The laws and regulations we
considered in this context was the UK Companies Act and relevant taxation
legislation.
• We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be the override
of controls by management. Our audit procedures to respond to these risks
included enquiries of management about their own identification and assessment
of the risks of irregularities, sample testing on the posting and basis of
journals and sample testing all expenditure in the period.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial
Reporting Council's website
at:https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for
(https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for)
. This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the board of directors on 23 November 2022 to audit the
financial statements for the period ending 31 October 2022. Our total
uninterrupted period of engagement is two year, covering the period ending 31
October 2023.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the company and we remain independent of the company in conducting
our audit.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit. Our audit opinion is consistent with the
additional report to the audit committee.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Rakesh Chauhan FCCA (Senior Statutory Auditor)
For and on behalf of:
Pointon Young Chartered Accountants, Statutory Auditor
33 Ludgate Hill
Birmingham
B3
1EH
28 February 2024
Notes 2023 Restated*
£ 2022
£
Administrative expenses 2 (463,897) (113,639)
Warrant expenses 2,10 - (818,392)
(463,897) (932,031)
Operating loss before taxation
Income tax 4 - -
Loss for the period from continuing operations (463,897) (932,031)
Loss for the period attributable to the owners of the Company and total (463,897) (932,031)
comprehensive loss for the period
Earnings 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 (0.37) p (1.30) p
*Restated to include expenditure relating to share warrants - See Note 10 to
the financial statements
The notes on pages 22 to 32 form part of these financial statements.
Notes 2023 Restated* 2022
£ £
Current assets
Trade and other receivables 6 63,570 13,499
Cash and cash equivalents 7 649,265 1,151,671
Total current assets 712,835 1,165,170
Total assets 712,835 1,165,170
Current liabilities
Trade and other payables 8 (40,369) (28,808)
Total current liabilities (40,369) (28,808)
Total liabilities (40,369) (28,808)
Net assets 672,466 1,136,362
Shareholders' equity
Share capital 9 1,250,001 1,250,001
Warrant reserve 10 818,392 818,392
Retained earnings (1,395,928) (932,031)
Total shareholders' equity 672,465 1,136,362
*Restated to include expenditure relating to share warrants - See Note 10 to
the financial statements
The financial statements were approved by the Board, authorised for issue on
28 February 2024 and were signed on its behalf by:
Charles Goodfellow
Non-Executive Director
Registered number: 13628889
The notes on pages 22 to 32 form part of these financial statements
*As restated
Share Warrant Retained Total
capital Reserve Earnings
£ £ £ £
Balance at 17 September 2021 - - - -
Total comprehensive loss for the period ended as restated - (932,031) (932,031)
Shares issued in year 1,250,001 - 1,250,001
Warrants options issued in year - 818,392 - 818,392
Balance at 31 October 2022 1,250,001 (932,031) 1,136,362
818,392
Total comprehensive loss for the period ended - (463,897) (463,897)
-
Balance at 31 October 2023 1,250,001 (1,395,928) (672,465)
818,392
*Restated to include expenditure relating to share warrants - See Note 10 to
the financial statements
Share capital
Share capital represents the nominal value on the issue of the Company's
equity share capital, comprising £0.01 ordinary shares.
Warrant reserve
Warrant reserve represents the fair value of warrants issued to investors and
the Company's advisor at the time of listing on the Standard Segment of the
Main Market of the London Stock Exchange.
Retained earnings
Retained earnings represent the cumulative net losses of the Company
recognised through the Statement of Profit or Loss and Other Comprehensive
Income.
The notes on pages 22 to 32 form part of these financial statements.
2023 Restated* 2022
Note £ £
Operating activities
Loss for the period (463,897) (932,031)
Working capital adjustments
Increase in trade and other receivables 6 (50,070) (13,499)
Increase in trade and other payables 8 11,561 28,808
Net cash used in operating activities (502,406) (916,722)
Financing activities
Warrant instruments issued 10 818,392
Proceeds from issue of equity 9 - 1,250,001
Net cash generated from financing activities - 2,068,393
Net increase in cash and cash equivalents (502,406) 1,151,671
Cash and cash equivalents at start of the year 1,151,671 -
Cash and cash equivalents at end of the year 7 649,265 1,151,671
The notes on pages 22 to 32 form part of these financial statements.
*Restated to include expenditure relating to share warrants - See Note 10 to
the financial statements
1. Accounting policies
General information
More Acquisitions Plc (the "Company") is a public limited company incorporated
and domiciled in the United Kingdom. The address of its registered office is
42 Upper Berkeley Street, London W1H 5QL with registered number 13628889.
The Company was formed on 17 September 2021 as a cash shell with the aim to
undertake one or more acquisitions, which may be in the form of a merger,
capital stock exchange, asset acquisition, stock purchase or a scheme
arrangement of a majority interest in a company or business. The Company
shares were admitted to trading on the Standard List of the Main Market on the
London Stock Exchange on 4 March 2022. It is now intended that the Company
will focus on the Real Estate Sector.
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 both 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 and are
presented in the sterling which is the functional currency of the Company and
rounded to the nearest whole pound.
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 was one
area involving a higher degree of judgement or complexity, where assumptions
and estimates were significant in the financial statements, this related to
the Classification & Valuation of Share warrant instruments (see further
information in critical accounting judgements, estimates and assumptions
section of this note.
No dividends were declared or paid in either period.
Going concern
The Company has reported a loss for the year of £463,897.
The Company had cash reserves at the year-end of £649,265.
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future.
Adoption of new and revised standards and changes in accounting policies
The following new and amended Standards and Interpretations have been issued
but are effective for the current financial year of the Company.
Standard or Interpretation Effective for annual periods commencing on or after
Reference to the Conceptual Framework 1 January 2022
Updates certain references without changing the accounting requirements for
business combinations
Amendments to IFRS 3
Standard or Interpretation Effective for annual periods commencing on or after
Onerous Contracts: Cost of fulfilling a contract 1 January 2022
Specifies which costs to include when assessing whether a contract will be
loss-making
Amendments to IAS 37
In the current year, the Company has applied a number of amendments to
Standards and Interpretations issued by the IASB that are effective for an
annual period that begins on or after 1 November 2022. These have not had any
material impact on the amounts reported for the period under review or prior
years.
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the Company has
not early adopted the following amendments to Standards and Interpretations
that have been issued but are not yet effective:
Standard or Interpretation Effective for annual periods commencing on or after
Insurance contracts 1 January 2023
Replaces IFRS 4, which permits a wide variety of practices in accounting for
insurance contracts
The Company have no insurance contracts
Amendments to IFRS 17
Standard or Interpretation Effective for annual periods commencing on or after
Practice statement 2 and IAS 8 1 January 2023
Aims to improve distinguishing between changes in accounting estimates and
changes in accounting policies
Narrow scope amendments to IAS 1
Standard or Interpretation Effective for annual periods commencing on or after
Deferred tax related to assets and liabilities arising from a single 1 January 2023
transaction
Recognise deferred tax that gives rise to equal amounts of taxable and
deductible temporary differences
Amendment to IAS 12
Standard or Interpretation Effective for annual periods commencing on or after
Non-current liabilities with covenants 1 January 2023
Replaces IFRS 4, which permits a wide variety of practices in accounting for
insurance contracts
Amendments to IAS 1
Adoption of new and revised standards and changes in accounting policies
As yet, none of these have been endorsed for use in the UK and will not be
adopted until such time as endorsement in confirmed. The Directors do not
expect any material impact as a result of adopting the standards and
amendments listed above in the financial year, they become effective.
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. Financial assets and liabilities are initially measured
at fair value.
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.
1. Accounting policies (continued)
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).
Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the reported amounts in the
financial statements. Management continually evaluates its judgements and
estimates in relation to assets, liabilities, contingent liabilities, revenue
and expenses. Management bases its judgements, estimates and assumptions on
historical experience and on other various factors, including expectations of
future events, management believes to be reasonable under the circumstances.
The resulting accounting judgements and estimates will seldom equal the
related actual results. The judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
Classification & Valuation of Share warrant instruments
The classification of the broker and investor warrant instruments issued by
the Company at the time of admission to trade on the Standard Segment of the
Main Market of the London Stock Exchange was assessed in accordance with IFRS
9 and IAS 32. These warrants were assessed as meeting the criteria to be
classed as equity instruments and are therefore accounted for as such in the
financial statements being an expense through the Statement of Comprehensive
Income and an equity reserve in the Statement of Financial Position.
The Company estimates the fair value of the equity instruments at the grant
date using the Black Scholes Model in which the terms and conditions upon
which those equity instruments were granted are considered. Refer to Note 10
for more detail relating to the share warrant instruments.
2. Nature of expenses
2023 Restated* 2022
£ £
Listing expenses 73,067 56,542
Bank fees 3,597 1,476
Share registrars 5,107 2,683
Accounting fees 94,916 21,000
Audit and tax fee 15,917 19,400
Legal fees 149,479 12,044
Brokers advisory fee 104,000 -
Research 17,600 -
Warrant expense - 818,392
Other expenses 214 494
463,897 932,031
2023 2022
£
£
Auditors' remuneration:
Audit of these financial statements 15,500 15,000
Other services - 700**
Total auditors' remuneration 15,500 15,700
* Restated to include expenditure relating to share warrants - See Note 10 to
the financial statements
**Related to the audit of the Company's balance sheet to re-register as a Plc.
3. Staff costs, including Directors
During the year the Company had an average of 2 employees who were management.
The employees are Directors of the Company.
The Directors did not earn or accrue any fees or salaries or receive any
expenses for the periods ended 31 October 2023 and 31 October 2022.
4. Taxation
The tax assessed on loss before tax for the period differs to the applicable
rate of income tax in the UK for small companies of 25% The differences are
explained below:
2023 Restated* 2022
£
£
Analysis of income tax expense:
Current tax - -
Deferred tax - -
Total income tax expense - -
Loss before tax (463,897) (932,031)
Loss before tax multiplied by effective rate of corporation tax of 25%* (2022: (109,089) (177,086)
19%)
Tax reconciliation:
Loss for the year (463,897) (932,031)
Expenses not deductible for tax purposes - 909,056
Losses carried forward 463,897 22,975
Tax charge in the income statement - -
As at 31 October 2023 the Company had unused tax losses of £486,872 (2022:
£22,975) available for offset against future profits. The deferred tax
asset relating to these losses is not provided for due to the uncertainty over
the timing of any future profits. On 10 June 2021, the UK Government's
proposal to increase the rate of UK income tax from 19% to 25% with effect
from 1 April 2023 was enacted into UK law.
* Restated to include expenditure relating to share warrants - See Note 10 to
the financial statements
**Includes marginal relief of £4,629.
5. 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 Restated* 2022
Basic earnings per share
Loss for the financial period (463,897) (932,031)
Weighted average number of shares 125,000,100 71,423,610
Earnings per share (pence) (0.37) p (1.30) p
As at the end of the financial period ended 31 October 2023, there were
256,250,005 share warrants in issue, which had an anti-dilutive effect on the
weighted average number of shares. Refer to Note 10 for more information
relating to the share warrant instruments.
6. Trade and other receivables
2023 2022
£ £
Prepayments 13,141 13,499
VAT receivable 50,429 -
63,570 13,499
7. Cash and cash equivalents
2023 2022
£ £
Cash at bank and in hand 649,265 1,151,671
649,265 1,151,671
Cash and cash equivalents comprise cash at bank and other short-term highly
liquid investments with an original maturity of three months or less. The
Directors consider that the carrying value of cash and cash equivalents
approximates to their fair value.
8. Trade and other payables
2023 2022
£ £
Accruals 31,277 22,920
Other payables 9,092 5,888
40,369 28,808
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.
9. Share capital
Issued and fully paid 2023 2023
£
Number
At 17 September - at incorporation 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 4,999,900 49,999
Ordinary shares issued at £0.01 120,000,100 1,200,001
At 31 October 2023 125,000,100 1,250,001
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.
On 11 February 2022, the Company issued 4,999,900 new Ordinary Shares at
£0.01 per share.
On 4 March 2022, 120,000,100 new Ordinary Shares were issued at £0.01 per
share.
The fully paid ordinary shares have no par value.
10. Share warrant reserve and expenses
Investor warrants
On Admission, the Company issued 250,000,000 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.
Broker warrants
On Admission, the Company issued 6,250,005 Broker Warrants to Peterhouse
Capital Limited. The Broker Warrants are exercisable at £0.01 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.
Details of the number of warrants and the Weighted Average Exercise Price
(WAEP) outstanding during the year are set out below.
Prior Year Adjustment
During the year, the Company recognised a total warrant expense of £818,392
in the prior year as a Prior Year Adjustment, restating the Statement of
Profit or Loss and Other Comprehensive Income to include this expense, as well
as a Warrant reserve within Equity in the Statement of Financial Position and
the relevant notes to the financial statements were restated as appropriate.
The fair value of warrants granted is calculated using the Black-Scholes
Pricing Model. The model is internationally recognised as being appropriate to
value warrants. The total number of warrants outstanding at 31 October 2023
were 256,250,005 (2022: 256,250,005).
Warrants 2023 Warrants 2022
Number £ Number £
Investor warrants 250,000,000 791,391 250,000,000 791,391
Peterhouse Capital Limited 6,250,005 27,001 6,250,005 27,001
256,250,005 818,392 256,250,005 818,392
Movements in reserves
Movements in the warrant reserve during the current and previous financial
period are set out below:
Investor Warrant Broker Warrant Total
£ £ £
Balance at 17 September 2021 - - -
Investor warrants issued - 4 March 2022 791,391 - 791,391
Broker warrants issued - 4 March 2022 - 27,001 27,001
Balance at 31 October 2022 791,391 27,001 818,392
Balance at 1 November 2022 791,391 27,001 1 818,392
Issued during year - - -
Lapsed during year - - -
Balance at 31 October 2023 791,391 27,001 818,392
Set out below are summaries of warrants granted on admission to the London
Stock Exchange:
Number of options Weighted average exercise price Number of options Weighted average exercise price
2023 2023 2022 2022
Outstanding at the beginning of the financial period 256,250,005 £0.00 - £0.00
Granted - investor warrants - £0.01 250,000,000 £0.01
Granted - broker warrants - £0.01 6,250,005 £0.01
Outstanding at the end of the financial period 256,250,005 £0.01 256,250,005 £0.01
2022
Balance at Expired/ Balance at
Exercise the start of forfeited/ the end of
Grant date Expiry date price the period Granted Exercised other the period
04/03/2022 04/03/2027 £0.01 - 256,250,005 - - 256,250,005
- 256,250,005 - - 256,250,005
2023
Balance at Expired/ Balance at
Exercise the start of forfeited/ the end of
Grant date Expiry date price the period Granted Exercised other the period
04/03/2022 04/03/2027 £0.01 256,250,005 - - - 256,250,005
256,250,005 - - - 256,250,005
Share price Exercise Expected Dividend Risk-free Fair value
Grant date Expiry date at grant date price volatility yield interest rate at grant date
Investors:
04/03/2022 04/03/2027 £0.01 £0.015 49.00% - 0.984% £0.003
Broker: 04/03/2027 04/03/2027
04/03/2022 04/03/2027 £0.01 £0.01 49.00% - 0.984% £0.004
11. Financial instruments
Categories of financial assets and liabilities
The following tables set out the categories of financial instruments held by
the Company:
Financial assets Loans and receivables Loans and receivables
Note 2023 2022
£ £
Cash and cash equivalents 7 649,265 1,151,671
649,265 1,151,671
Financial liabilities Financial liabilities measured at amortised cost Financial liabilities measured at amortised cost
Note 2023 2022
£ £
Trade and other payables 8 40,369 28,808
40,369 28,808
The Company's financial instruments comprise cash and cash equivalents and
trade 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 and Capital Management
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 previous 13-month period, the Company issued 2,700,000 ordinary
shares and 6,250,005 broker warrants to Peterhouse Capital Limited, a company
connected to Charles Goodfellow (director of the Company) and the Company's
financial adviser and corporate broker during both periods.
Brokers advisory fees of £104,000 (2022: £21,112) for the reimbursement of
payments made on the Company's behalf) was paid by the company in the current
financial year to Peterhouse Capital Limited. At both period ends £5,887.87
was owing to Peterhouse Capital Limited which has been paid at the time of
finalising these financial statements.
The following companies with common control and/or directorships as Peterhouse
Capital Limited hold interests in the Company at both period ends as
follows: P3 Capital Limited and P4 Capital Limited both hold 2,117,700
ordinary shares and 4,235,400 each. Also, Flare Capital Limited holds
814,600 shares and 1,629,200 warrants.
Shareholdings and warrants held by each of the directors is shown in the
directors' interests section of the Directors' Report.
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
On 22 January 2024 the Company announced the retirement of one of its
directors namely Roderick McIllree and the appointment of two new directors,
namely Neil Sinclair (Executive Chairman) and Stanley Davis (Non-executive
director). In addition, on the same date it was announced that the Company
raised £312,240 through the issue of 31,224,000 new ordinary shares of £0.01
each at a price of 1 pence per share with two free attaching warrants for
every one placing share used exercisable at 1.5 pence during a 5 year period.
On 18 January 2024 Peterhouse Capital Limited resigned from the position of
Corporate Advisor and broker to the Company and in consideration for such
termination it was agreed by the Board that Peterhouse would be paid the sum
of £30,000 to be satisfied by the issue of new ordinary shares of £0.01 each
in the Company at par.
16. Capital Commitments
There were no contracts for capital expenditure at the period end.
17. Contingent Liabilities
The Company intends to pay a current director and a former director, a success
fee as part of their remuneration for their role in the Company listing on the
standard listing segment of the official list and admission to trading on the
main market of the London Stock Exchange. The success fee is subject to the
Company completing a Reverse Takeover following admission. The board agreed
that each of Roderick McIllree and Charles Goodfellow would in the event of
successful completion of a Reverse Takeover by the Company be paid the sum of
£50,000 each to be satisfied by the issue of new ordinary shares of £0.01
each in the Company at the price at which such shares are issued to investors
in connection with such Reverse Takeover. As the success fee is contingent
upon a Reverse Takeover taking place, the arrangement is deemed to be a
contingent liability and disclosed as such.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR TPMJTMTTTTIIRecent news on More Acquisitions
See all newsREG - More Acquisitions - Notice of AGM and proposed name change
AnnouncementREG - More Acquisitions - Appointment of Broker
AnnouncementREG - More Acquisitions - Annual Financial Report
AnnouncementREG - More Acquisitions - Change of Registered Office
AnnouncementREG - More Acquisitions - TR-1: Standard form notification of major holdings
Announcement