REG - Pristine Capital PLC - Half-year Report
30/06/2025 07:00
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RNS Number : 8426O Pristine Capital PLC 30 June 2025
Pristine Capital Plc / EPIC: PRIS / Market: LSE
30 June 2025
PRISTINE CAPITAL PLC
("Pristine" or the "Company")
Unaudited interim results
Pristine Capital Plc, the Main Market cash shell focusing on the real estate
sector, is pleased to announce its unaudited interim results for the six
months ended 30 April 2025.
Chairman's statement
I am pleased to present Pristine's unaudited interim results to shareholders.
As stated in our Annual Report for the year ended 31 October 2023, in February
2024, 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 has been to
identify a Reverse Takeover in the Real Estate sector, by successfully
acquiring a distressed commercial property portfolio or a distressed
significant single asset.
As announced on 27 June 2025, the Company has signed non-binding heads of
terms for the proposed acquisition of a regional property portfolio in the
United Kingdom (the "Property Portfolio") for c. £20 million (the "Proposed
Acquisition"). The Property Portfolio, which comprises three office
properties, is income generating and let to quality tenants. The Proposed
Acquisition is expected to be financed through a mixture of equity and debt
secured on the Property Portfolio and we have signed a credit committee
approved term sheet for the debt, subject to valuation, legal formalities and
completion of the Proposed Acquisition.
The Proposed Acquisition is conditional, inter alia, on entering into a
binding acquisition agreement with the vendor and will be accompanied by a
fundraise via an issue of new ordinary shares by the Company (the "Fundraise")
to pay the cash consideration for the Proposed Acquisition and the associated
fees and finance the ongoing activities of the Company, as enlarged by the
Proposed Acquisition.
Due to the anticipated market capitalisation of the Company, as enlarged by
the Proposed Acquisition, it is intended that the Company will cancel the
listing of its shares on the Main Market of the London Stock Exchange and seek
admission of its shares to trading on AIM.
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. We are confident that the current
macroeconomic environment provides a particularly attractive entry point in
the cycle.
The Board looks forward to updating the Company's shareholders in due course.
Financials
The Company reported a loss, for the six-month period ended 30 April 2025 of
£98,902 (six months ended 30 April 2024: loss of £141,246). The Company's
net cash balance as at 30 April 2025 was £666,564 (30 April 2024: £813,416).
For further information please visit www.pristinecapitalplc.com
(http://www.pristinecapital.co.uk) or contact:
Pristine Capital plc Tel: +44 (0) 20 3988 0227
Neil Sinclair, Executive Chairman
Allenby Capital Limited (Broker) Tel: +44 (0)20 3328 5656
Nick Naylor/James Reeve/Lauren Wright (Corporate Finance)
Guy McDougall (Sales & Corporate Broking)
(https://www.brandonhillcapital.com/) RMS Partners (Investor Relations) Tel: +44 (0) 20 3735 6551
Simon Courtenay
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
30 June 2025
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes 6 months to 30 April 2025 Unaudited 12 months to 31 October 2024 Audited 6 months to 30 April 2024 Unaudited
£ £ £
Administration expenses (104,297) (196,987) (125,467)
Share based payment - (45,000) -
Warrant expense - (44,056) (15,779)
Operating loss before tax (104,297) (286,043) (141,246)
Finance income 5,395 1,259 -
Loss before income tax (98,902) (284,784) (141,246)
Income tax - - -
Loss after tax and total comprehensive income for the period (98,902) (284,784) (141,246)
Loss per share
Basic (pence per share) 5 (0.06)p (0.19)p (0.10)p
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at As at
30 April 2025 Unaudited 31 October 2024 Audited 30 April 2024 Unaudited
£ £ £
Notes
Current Assets
Trade and other receivables 34,529 50,678 79,627
Cash and cash equivalents 666,564 764,364 813,416
701,093 815,042 893,043
Total Assets 701,093 815,042 893,043
Current Liabilities
Trade and other payables (11,017) (26,064) (33,805)
(11,017) (26,064) (33,805)
Total Liabilities (11,017) (26,064) (33,805)
Net Assets 690,076 788,978 859,238
Capital and Reserves
Share capital 6 1,607,241 1,607,241 1,607,241
Cost of capital 6 - - (45,000)
Warrant reserve 7 862,448 862,448 834,171
Retained losses (1,779,613) (1,680,711) (1,537,174)
Total Equity 690,076 788,978 859,238
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Share capital Cost of capital Other reserves Retained losses Total equity
£ £ £ £ £
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
Balance as at 1 November 2024 1,607,241 - 862,448 (1,680,711) 788,978
Loss for the period - - - (98,902) (98,902)
Total comprehensive income for the year - - - (98,902) (98,902)
Balance as at 30 April 2025 1,607,241 - 862,448 (1,779,613) 690,076
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
6 months to 30 April 2025 6 months to 30 April 2024
Unaudited Unaudited
£ £
Notes
Cash flows from operating activities
Loss before taxation (98,902) (141,246)
Adjustments for:
Warrant expense - 15,779
Net finance income (5,395) -
Decrease/(increase) in trade and other receivables 16,149 (16,057)
(Decrease) in trade and other payables (15,047) (6,566)
Net cash used in operations (103,195) (148,090)
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
Cash flows from investing activities
Interest paid 5,395 -
Net cash generated from investing activities 5,395 -
Net decrease in cash and cash equivalents (97,800) 164,150
Cash and cash equivalents at beginning of period 764,364 649,266
Cash and cash equivalents at end of period 666,564 813,416
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1. General Information
Pristine Capital 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 doing a transaction in 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 2025 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 2024.
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 2024 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 2024 were
approved by the Board of Directors on 21 February 2025 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 2025.
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 2024 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 2024 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 2025
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 2025 and will be adopted in the 2025 annual
financial statements.
4. Dividends
No dividend has been declared or paid by the Company during the six months
ended 30 April 2025 (six months ended 30 April 2024: £nil).
5. Loss per Share
The calculation of loss per share is based on a retained loss of £98,902 for
the six months ended 30 April 2025 (six months ended 30 April 2024: loss
£141,246) and the weighted average number of shares in issue in the period
ended 30 April 2025 of 160,724,100 (six months ended 30 April 2024:
144,628,671).
No diluted earnings per share is presented for the six months ended 30 April
2025 or six months ended 30 April 2024 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 Total
Issued at 0.01 pence per share £ £
As at 31 October 2024 160,724,100 1,607,241 1,607,241
As at 30 April 2025 160,724,100 1,607,241 1,607,241
7. Events after the balance sheet date
There are no post balance sheet events.
8. Approval of interim financial statements
The Condensed interim financial statements were approved by the Board of
Directors on 30 June 2025.
**ENDS**
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