REG - More Acquisitions - Audited Accounts to 31 October 2022
13/12/2022 07:00
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RNS Number : 4424J More Acquisitions PLC 13 December 2022
13 December 2022
More Acquisitions plc
("More" or the "Company")
Audited Accounts to 31 October 2022
The Board of More Acquisitions plc are pleased to present the Company's
inaugural audited financial statements for the 13 months ended 31 October
2022.
The report will be available on the Company's website.
The Directors are pleased to re-confirm that the total costs for the IPO were
capped at £50,000 (excl. VAT), as reported on the first day of dealings.
The Directors of the Company accept responsibility for the contents of this
announcement.
Enquiries
More Acquisitions plc
Rod McIllree / Charles Goodfellow
Peterhouse Capital Limited
+44 (0)20 7469 0930
Financial Adviser
Narisha Ragoonanthun / Guy Miller / Brefo Gyasi
Corporate Broker
Lucy Williams / Duncan Vasey
Chairman's Statement
More Acquisitions is pleased to present its inaugural Annual Report to
shareholders.
Launched onto the LSE Standard List on 4 March 2022 with great aplomb, More
Acquisitions had from the very beginning a clear plan to find a suitable
Reverse Takeover ("RTO") candidate to present to its shareholders. Your
Directors set about this task with alacrity and considered numerous
opportunities before alighting upon Megasteel Limited. On 23 September 2022,
the Company was pleased to announce that it had signed conditional Heads of
Terms in relation to the proposed acquisition of 100% of the issued share
capital of Megasteel Limited, one of the largest stockholders and
distributors of steel for the prestressing and post-tensioning of concrete in
the UK. The RTO transaction is expected to close during Q1 2023.
In the view of the Directors, this proposed transaction represents an
extremely exciting opportunity to bring a high-quality profitable
long-standing British engineering concern to the market and provide, one
hopes, healthy returns to More Acquisitions' shareholders over the medium
term. The Board looks forward to bringing this transaction to a successful
conclusion as soon as possible and will keep shareholders abreast of
developments in this regard.
Charles Goodfellow
Non-executive Director
Statement of Profit or Loss and Other Comprehensive Income
For the period ended 31 October 2022
Notes 2022
£
Administrative expenses 2 (113,639)
Operating loss before taxation (113,639)
Income tax 4 -
Loss for the period from continuing operations (113,639)
Loss for the period attributable to the owners of the Company and total (113,639)
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 (0.16) p
Statement of Financial Position
As at 31 October 2022
Notes 2022
£
Current assets
Trade and other receivables 6 13,499
Cash and cash equivalents 7 1,151,671
Total current assets 1,165,170
Total assets 1,165,170
Current liabilities
Trade and other payables 8 (28,808)
Total current liabilities (28,808)
Total liabilities (28,808)
Net assets 1,136,362
Shareholders' equity
Share capital 9 1,250,001
Retained earnings (113,639)
Total shareholders' equity 1,136,362
Statement of Changes in Equity
For the period ended 31 October 2022
Share Retained Total
capital earnings
£ £ £
Balance at 17 September 2021 - - -
Total comprehensive loss for the period ended - (113,639) (113,639)
Shares issued in period 1,250,001 - 1,250,001
Balance at 31 October 2022 1,250,001 (113,639) 1,136,362
Statement of Cash Flows
For the period ended 31 October 2022
2022
Note £
Operating activities
Loss for the period ended 31 October 2022 (113,639)
Working capital adjustments
Increase in trade and other receivables 6 (13,499)
Increase in trade and other payables 8 28,808
Net cash used in operating activities (98,330)
Financing activities
Proceeds from issue of equity 9 1,250,001
Net cash generated from financing activities 1,250,001
Net increase in cash and cash equivalents 1,151,671
Cash and cash equivalents at start of the year -
Cash and cash equivalents at end of the year 7 1,151,671
Notes to the Financial Statements
For the period ended 31 October 2022
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
Peterhouse Capital Ltd, 3rd Floor, 80 Cheapside, London, EC2V 6EE.
The Company is listed on the standard segment of the main market of the London
Stock Exchange.
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with the UK
adopted International Accounting Standards and Companies Act 2006.
These financial statements have been prepared under the historical cost
convention, as modified by the revaluation of assets and liabilities held at
fair value.
The preparation of financial statements in conformity with the UK adopted
International Accounting Standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement
in the process of applying the Company's accounting policies. There were no
areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates were significant in the financial statements.
Financial statements are prepared in Sterling and to the nearest whole pound.
Going concern
The Company has reported a loss for the year of £113,639.
The Company had cash reserves at the year-end of £1,151,671.
The Directors therefore consider that the company has adequate resources to
continue its operational existence for the foreseeable future.
New standards, amendments and interpretations adopted by the Company
The following IFRS or IFRIC interpretations were effective for the first time
for the financial year beginning 1 September 2021. Their adoption has not had
any material impact on the disclosures or on the amounts reported in these
financial statements:
Standard Impact on initial application Effective date
IFRS 10 and IAS 28 (Amendments) Sale or Contribution of Assets Unknown/ Postponed
between an Investor and its Associate or Joint Venture
Amendments to IAS 1 Classification of liabilities as current or non- current 1 January 2024
Amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework 1 January 2022
Amendments to IAS 16 Property, Plant and Equipment - Proceeds before intended use 1 January 2022
Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets - Onerous contracts - 1 January 2022
Cost of fulfilling a contract
Annual Improvements to IFRS Standard 2018-2020 Cycle Amendments to IFRS 1 First time adoption of IFR 1 January 2022
Standards, IFRS 9 Financial Instruments, IFRS Leases
Amendments to IAS 1 Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice 1 January 2023
Statement 2: Disclosure of Accounting Policies
Amendments to IAS 8 Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and 1 January 2023
Errors - Definition of Accounting Estimates
New standards, amendments and interpretations not yet adopted
There are no IFRS's or IFRIC interpretations that are not yet effective that
would be expected to have a material impact on the Company.
Financial instruments
Financial assets and financial liabilities are recognised in the Company's
balance sheet when the Company becomes a party to the contractual provisions
of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks, other short term highly liquid investments with original maturities of
three months or less.
For the purpose of the cash flow statement, cash and cash equivalents consist
of cash and cash equivalents as defined above, net of outstanding bank
overdrafts.
Financial liabilities
The Company classifies its financial liabilities in the category of financial
liabilities measured at amortised cost. The Company does not have any
financial liabilities at fair value through profit or loss.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include:
Trade payables and other short-term monetary liabilities, which are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest rate method.
Operating loss
Operating loss is stated after crediting all items of operating income and
charging all items of operating expense.
Taxation
The tax currently payable is based on taxable profit or loss for the period.
Taxable profit or loss differs from net profit or loss as reported in the
income statement because it excludes items of income or expense that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the balance sheet differs from its tax base.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities/ (assets) are settled/
(recovered).
2. Nature of expenses
2022
£
Listing expenses 56,542
Bank fees 1,476
Share registrars 2,683
Accounting fees 21,000
Audit fee 19,400
Legal fees 12,044
Other expenses 494
113,639
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.
2022
£
Wages and Salaries -
Social security taxes -
-
The Directors did not earn/ accrue any fees or salaries for the period ended
31 October 2022.
Directors' and key management personnel
Directors' remuneration for the period ended 31 October 2022 is as follows:
Salary Fees Share based payments Total
£ £ £ 2022
£
Rod McIllree - - - -
Charles Goodfellow - - - -
- - - -
4. Taxation
The tax assessed on loss before tax for the period differs to the applicable
rate of corporation tax in the UK for small companies of 19% The differences
are explained below:
2022
£
Analysis of income tax expense:
Current tax -
Deferred tax -
Total income tax expense -
Loss before tax (113,639)
Profit before tax multiplied by effective rate of corporation tax of 19% -
Effect of:
Capital allowances -
Expenses not deductible for tax purposes -
Losses carried forward (113,639)
Tax charge in the income statement -
The Company has incurred tax losses for the year and a corporation tax expense
is not anticipated. The amount of the unutilised tax losses has not been
recognised in the financial statements as the recovery of this benefit is
dependent on future profitability, the timing of which cannot be reasonably
foreseen.
On 10 June 2021, the UK Government's proposal to increase the rate of UK
corporation tax from 19% to 25% with effect from 1 April 2023 was enacted into
UK law.
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:
2022
Basic earnings per share
Loss for the financial period (113,639)
Weighted average number of shares 71,423,610
Earnings per share (pence) (0.16) p
As at the end of the financial period ended 31 October 2022, there were
256,250,005 share warrants in issue, which had an anti-dilutive effect on the
weighted average number of shares.
6. Trade and other receivables
2022
£
Prepayments 13,499
13,499
7. Cash and cash equivalents
2022
£
Cash at bank and in hand 1,151,671
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
2022
£
Accruals 22,920
Other payables 5,888
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 2022 2022
£
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 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.
10. Warrants
2022 2022
Weighted average exercise price (p) Number
Outstanding at the beginning of the period - -
Lapsed during period - -
Issued during year - investor warrants 1.5p 250,000,000
Issued during year - broker warrants 1p 6,250,005
Exercised during the period - -
Outstanding at the end of the period 1.48p 256,250,005
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.
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
Note 2022
£
Cash and cash equivalents 7 1,151,671
1,151,671
Financial liabilities Financial liabilities measured at amortised cost
Note 2022
£
Trade and other payables 8 28,808
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
The Company defines capital as issued capital and retained earnings as
disclosed in statement of changes in equity. The Company manages its capital
to ensure that the Company will be able to continue to pursue strategic
investments and continue as a going concern. The Company does not have any
externally imposed financial requirements.
12. Related party transactions
During the year, the Company issued 2,700,000 ordinary shares and 6,250,005
broker warrants to Peterhouse Capital Limited, a company connected to Charles
Goodfellow and the Company's financial adviser and corporate broker. At period
end £5,887.87 was owing to Peterhouse Capital Limited.
13. Operating lease commitments
At the balance sheet date, the Company had no outstanding commitments under
operating leases.
14. Ultimate Controlling Party
The Company considers that there is no ultimate controlling party.
15. Post Balance Sheet Events
There were no significant Post Balance Sheet Events.
16. Capital Commitments
There were no contracts for capital expenditure at the period end.
17. Contingent Liabilities or assets
There were no contingent liabilities or assets at the period end.
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