REG - Pristine Capital PLC - Half-year Report
27/06/2024 07:00
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RNS Number : 0284U Pristine Capital PLC 27 June 2024
Pristine Capital Plc / EPIC: PRIS / Market: LSE
27 June 2024
PRISTINE CAPITAL PLC
("Pristine" or the "Company")
Unaudited interim results
Pristine Capital Plc (formerly More Acquisitions Plc) is pleased to announce
its unaudited interim results for the six months ended 30 April 2024.
Chairman's review of year to date
I am pleased to present Pristine's unaudited interim results to shareholders.
We changed the Company's name from More Acquisitions Plc to Pristine Capital
Plc on 10 June 2024.
As stated in our Annual Report for the year ended 31 October 2023, in February
of this year, Stanley Davis, Andrew Perloff and I, through our various
interests, subscribed for 31,240,000 new ordinary shares in the Company at an
issue price of 1p, which raised £312,240 for the Company.
Our intention is to facilitate a Reverse Takeover in the Real Estate sector,
by successfully acquiring a distressed commercial property portfolio or a
distressed significant single asset.
It is only in the last few weeks that we are beginning to see the
opportunities that might meet with our criteria. Our initial acquisition is
important, as we need to demonstrate that we can show potential returns that
will attract external investors. We are investigating every opportunity, and
we will keep shareholders informed wherever possible.
There has been extensive media comment, both in the financial and property
press, that a real estate company needs to be of sufficient scale to attract
investors. I have been extensively pointing out both to the media and
investors that this really is a misnomer. There may be a liquidity issue with
smaller public companies, but the fact is that a number of leading companies
in the real estate sector have a market capitalisation which is no larger than
it was 25 years ago. However, a number of smaller companies have multiplied
their market capitalisation by more than fifteen-fold and have produced
greater returns for their shareholders.
There is an old saying "Big things often come in small packages".
Financials
The Company reported a loss, for the six-month period ended 30 April 2024 of
£141,246 (six months ended 30 April 2023: loss of £360,481). The Company's
net cash balance as at 30 April 2024 was £813,416 (30 April 2023: £782,250).
Responsibility statement
We, the Directors of the Company, confirm that to the best of our knowledge:
· the interim financial statements have been prepared in accordance
with International Accounting Standards 34, Interim Financial Reporting, as
adopted by the UK;
· give a true and fair view of the assets, liabilities, financial
position and loss of the Company; and
· the Interim report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the set of interim financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and
The interim report was approved by the Board of Directors and the above
responsibility statement was signed on its behalf by:
Neil Sinclair
Executive Chairman
26 June 2024
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of Regulation (EU) No
596/2014 until the release of this announcement.
For further information please visit www.pristinecapitalplc.com
(http://www.pristinecapital.co.uk) or contact:
Pristine Capital plc Neil Sinclair, Executive Chairman Tel: +44 (0) 20 3988 0227
Allenby Capital Limited (Broker) Nick Naylor/James Reeve/Lauren Wright (Corporate Finance) Tel: +44 (0)20 3328 5656
Guy McDougall (Sales & Corporate Broking)
(https://www.brandonhillcapital.com/) RMS Partners (Investor Relations) Simon Courtenay Tel: +44 (0) 20 3735 6551
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes 6 months to 30 April 2024 Unaudited 12 months to 31 October 2023 Audited 6 months to 30 April 2023 Unaudited
£ £ £
Administration expenses (125,467) (463,897) (360,481)
Warrant expense (15,779) - -
Operating Loss before tax (141,246) (463,897) (360,481)
Income tax - - -
Loss after tax and total comprehensive income for the period (141,246) (463,897) (360,481)
Loss per share
Basic and diluted 5 (0.10)p (0.37)p (0.29p)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at As at
30 April 2024 Unaudited 31 October 2023 Audited 30 April 2023 Unaudited
£ £ £
Notes
Current Assets
Trade and other receivables 79,627 63,570 19
Cash and cash equivalents 813,416 649,265 782,250
893,043 712,835 782,269
Total Assets 893,043 712,835 782,269
Current Liabilities
Trade and other payables (33,805) (40,369) (6,388)
(33,805) (40,369) (6,388)
Total Liabilities (33,805) (40,369) (6,388)
Net Assets 859,238 672,465 775,881
Capital and Reserves
Share capital 6 1,607,241 1,250,001 1,250,001
Cost of capital 6 (45,000) - -
Warrant reserve 7 834,171 818,392 -
Retained losses (1,537,174) (1,395,928) (474,120)
Total Equity 859,238 672,465 775,881
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Share capital Cost of capital Other reserves Retained losses Total equity
£ £ £ £ £
Balance as at 1 November 2022 1,250,001 - - (113,639) 1,136,362
Loss for the period - - - (360,481) (360,481)
Total comprehensive income for the year - - - (360,481) (360,481)
Balance as at 30 April 2023 1,250,001 - - (474,120) 775,881
Balance as at 1 November 2023 1,250,001 - 818,392 (1,395,928) 672,465
Loss for the period - - - (141,246) (141,246)
Total comprehensive income for the year - - - (141,246) (141,246)
Shares issued during the year 357,240 - - - 357,240
Cost of issuing shares - (45,000) - - (45,000)
Warrants issued in period - - 15,779 - 15,779
Total transactions with owners, recognised in equity 357,240 (45,000) 15,779 - 328,019
Balance as at 30 April 2024 1,607,241 (45,000) 834,171 (1,537,174) 859,238
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
6 months to 30 April 2024 6 months to 30 April 2023
Unaudited Unaudited
£ £
Notes
Cash flows from operating activities
Loss before taxation (141,246) (360,481)
Adjustments for:
Warrant expense 15,779 -
(Increase)/decrease in trade and other receivables (16,057) 13,480
(Decrease) in trade and other payables (6,566) (22,420)
Net cash used in operations (148,090) (369,421)
Cash flows from financing activities
Proceeds from share issue 357,240 -
Cost of share issue (45,000) -
Net cash generated from financing activities 312,240 -
Net decrease in cash and cash equivalents 164,150 (369,421)
Cash and cash equivalents at beginning of period 649,266 1,151,671
Cash and cash equivalents at end of period 813,416 782,250
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1. General Information
Pristine Capital Plc (the "Company") (formerly More Acquisitions Plc) 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.
The Company formally changed its name from More Acquisitions Plc to Pristine
Capital Plc on 10 June 2024.
2. Basis of Preparation
These condensed interim financial statements are for the six months ended 30
April 2024 and have been prepared in accordance with the accounting policies
adopted in the Company's most recent annual financial statements for the year
ended 31 October 2023.
The Company has chosen to adopt IAS 34 "Interim Financial Reporting" in
preparing this interim financial information as adopted by the United Kingdom
and the Disclosure and Transparency Rules of the UK Financial Conduct
Authority. They do not include all the information required in annual
financial statements, and they should be read in conjunction with the
financial statements for the year ended 31 October 2023 and any public
announcements made by Pristine Capital Plc. during the interim reporting
period.
The interim financial information set out above does not constitute statutory
accounts within the meaning of the Companies Act 2006. It has been prepared on
a going concern basis in accordance with the recognition and measurement
criteria of International Financial Reporting Standards (IFRS) as adopted by
the United Kingdom.
Statutory financial statements for the period ended 31 October 2023 were
approved by the Board of Directors on 28 February 2024 and delivered to the
Registrar of Companies. The report of the auditors on those financial
statements was unqualified. The condensed interim financial statements are
unaudited and have not been reviewed by the Company's auditor.
Going concern
The Directors, having made appropriate enquiries, consider that adequate
resources exist for the Company to continue in operational existence for the
foreseeable future and that, therefore, it is appropriate to adopt the going
concern basis in preparing the condensed interim financial statements for the
period ended 30 April 2024.
Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Company's medium term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Company's 2023 Annual Report and Financial Statements, a copy
of which is available on the Company's website: www.pristinecapitalplc.com
(http://www.pristinecapitalplc.com/) . The key financial risks are market
risk, liquidity risk and interest rate risk.
Critical accounting estimates
The preparation of condensed interim financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the end of the reporting period. Significant items subject
to such estimates are set out in Note 1 of the Company's 2023 Annual Report
and Financial Statements. The nature and amounts of such estimates have not
changed significantly during the interim period.
3. Accounting Policies
A number of new standards and amendments became effective on 1 January 2024
and have been adopted by the Company. None of these standards have materially
affected the Company.
The same accounting policies, presentation and methods of computation are
followed in the interim financial information as were applied in the Company's
latest annual audited financial statements except for those that relate to new
standards and interpretations effective for the first time for periods
beginning on (or after) 1 January 2024, and will be adopted in the 2024 annual
financial statements.
4. Dividends
No dividend has been declared or paid by the Company during the six months
ended 30 April 2024 (six months ended 30 April 2023: £nil).
5. Loss per Share
The calculation of loss per share is based on a retained loss of £141,246 for
the six months ended 30 April 2024 (six months ended 30 April 2023: loss
£360,481) and the weighted average number of shares in issue in the period
ended 30 April 2024 of 144,628,671 (six months ended 30 April 2023:
125,000,100).
No diluted earnings per share is presented for the six months ended 30 April
2024 or six months ended 30 April 2023 as the effect on the exercise of share
options would be to decrease the loss per share.
6. Share capital and cost of capital
Company Number of shares
No. Nominal value £
Ordinary shares 160,724,100 0.01 1,607,241
Total 160,724,100 1,607,241
Number of Ordinary shares Share capital Cost of capital Total
Issued at 0.01 pence per share £ £ £
As at 31 October 2023 125,000,100 1,250,001 - 1,250,001
Issue of shares 31,224,000 312,240 - 312,240
Issue of shares 4,500,000 45,000 - 45,000
Cost of capital - - (45,000) (45,000)
As at 30 April 2024 160,724,100 1,607,241 (45,000) 1,562,241
On 22 January 2024, the Company issued 31,224,000 new ordinary shares of 0.01
pence at a price of 1p per share for gross proceeds of £312,240.
On 22 January 2024, the Company issued 4,500,000 new ordinary shares of 0.01
pence at a price of 1p per share to Peterhouse Capital Limited to cover
commissions and fees associated with advisory services.
7. Warrant reserve
The warrants outstanding at the period end were as follows:
Exercise price Number £
Investor warrants £0.015 250,000,000 791,391
Peterhouse Capital Limited £0.01 6,250,005 27,001
Placing warrants £0.015 62,448,000 15,779
As at 30 April 2024 318,698,005 834,171
As part of the placing, the Company has issued 62,448,000 warrants to placees,
being 2 warrants for every 1 Placing Share issued, exercisable at 1.5p either
in whole or in part for a period of 5 years from issuance. The 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 warrant holders to exercise their warrants in this event. When
the Company serves notice, any warrants remaining unexercised after 7 calendar
days following the notification of the notice will be cancelled.
The fair value of the warrants was determined using the Black Scholes model.
The parameters used are detailed below:
2022 Warrants 2022 Warrants 2024 Warrants
Granted on: 04/03/2022 04/03/2022 22/01/2024
Life (years) 5 years 5 years 5 years
Price at grant 1p 1p 0.75p
Risk free rate 0.984% 0.984% 3.86%
Volatility 49% 49% 21%
8. Events after the balance sheet date
As announced on 3 May 2024, the Company formally changed its name from More
Acquisitions Plc to Pristine Capital Plc in June 2024.
9. Approval of interim financial statements
The Condensed interim financial statements were approved by the Board of
Directors on 26 June 2024.
**ENDS**
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