REG - Red Capital PLC - Full Year Results for the period ended 31 Dec 2022
27/04/2023 07:00
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RNS Number : 6754X Red Capital PLC 27 April 2023
27 April 2023
Red Capital Plc
("Red Capital" or the "Company")
Full Year Results for the period ended 31 December 2022
Red Capital Plc (LSE: REDC) has today published its Annual Report and
Financial Statements for the period ended 31 December 2022 (the "Annual
Report").
In accordance with Listing Rule 9.6.1 copies of the Annual Report have been
submitted to the UK Listing Authority and will shortly be available to view
on the Company's website at https://www.redcapitalplc.com/
(https://www.redcapitalplc.com/) and will be shortly available for inspection
from the National Storage Mechanism
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanis
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) m
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
LEI: 213800O4A398G6GL7270
Enquiries
Tessera Investment Management Limited
Tony Morris +44 (0) 7742 189145
Chairman's Statement
I am pleased to present the financial results for Red Capital Plc ("Red" or
the "Company") and its subsidiary (together the "Group") for the year ended 31
December 2022.
Since establishing the Company we have remained focused on executing our
strategy and continue to assess investment and acquisition opportunities where
we believe there to be sustainable growth potential both organically, and
through acquisition. These will typically be fundamentally sound assets, where
tangible opportunities exist to drive strategic, operational and performance
improvements.
Despite continuing general macroeconomic and geopolitical uncertainty, we
remain extremely positive regarding prospects within our chosen areas of focus
across business services and technology sectors, and we look forward to
updating shareholders in due course as our investment and acquisition plans
develop during the new financial year.
I would also like to take this opportunity to thank our shareholders for both
their support and patience while we diligently continue to source and evaluate
a number of exciting propositions, that if secured, we believe have the
potential to deliver value for our shareholders.
David Williams
Chairman
26 April 2023
Report of the Directors
The Directors of the Company present their report for the year ended 31
December 2022.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
For the financial year ended 31 December 2022, the Group and Company's
principal activities were that of a holding group and company respectively.
The Group and Company have actively pursued their strategy through the
sourcing and assessment of acquisition and investment opportunities in the
business services and technology sectors.
RESULTS
During the year, Red recorded a loss of £207,660 (2021: loss of £220,843)
and the loss per share was 2.08p (2021: loss per share of 11.49p), reflecting
moderate monthly operating expenses of the Group. The Group and Company had
cash reserves at the end of the year of £611,888 (2021: £829,065).
DIVIDENDS
At this point in the Company's development, it does not anticipate declaring
any dividends in the foreseeable future. As such, the Directors do not
recommend the payment of a dividend for the year.
FUTURE DEVELOPMENTS
The Directors expect to continue to execute the Group's strategy in sourcing
and assessing acquisition and investment opportunities across its stated
sectors of focus.
KEY PERFORMANCE INDICATORS
The Board continues to focus on maximising shareholder value by sourcing,
assessing and where in the interest of shareholders to do so, investing in and
acquiring businesses within the business services and technology sectors.
Follow completion of the Company's inaugural transaction, the Board will be in
a position to identify and develop its key performance indicators for on-going
monitoring and management.
GOING CONCERN
The Directors, having made due and careful enquiry, are of the opinion that
the Group and Company have adequate working capital to execute their
operations over the next 12 months. The Group and Company's unaudited cash
balance as at 21 April 2023 was £542,301, and excluding the consummation of
any investment or acquisition which will likely require specific funding, have
adequate resources available to fund the on-going forecasted operating
expenses for at least twelve months following approval of the financial
statements. The Directors, therefore, have made an informed judgement, at the
time of approving the financial statements, that there is a reasonable
expectation that the Group and Company have adequate resources to continue in
operational existence for the foreseeable future. As a result, the Directors
have adopted the going concern basis of accounting in preparing the annual
financial statements (see Note 2).
RISK MANAGEMENT
In order to execute the Group's strategy, the Company and its subsidiaries
will be exposed to both financial and non-financial risks. The Board has
overall responsibility for the Group's risk management and it is the Board's
role to consider whether those risks identified by management are acceptable
within the Group's strategy and risk appetite. The Board therefore
periodically reviews the principal risks and considers how effective and
appropriate the controls that management has in place to mitigate the risk
exposure are and will make recommendations to management accordingly.
As the Company had not completed its first investment or acquisition in the
period, it has limited financial statements and/or historical financial data,
and limited trading history. As such, the Company during the year was subject
to the risks and uncertainties associated with an early-stage acquisition
company, including the risk that the Company will not achieve its investment
objectives and that the value of an investment could decline and may result in
the partial or complete loss of capital invested. The past performance of
investee companies or assets managed by the Directors will not necessarily be
a guide to future business, results of operations, financial condition or
prospects of the Company.
In order to mitigate against these risks, the Directors will continue to
undertake thorough due diligence on investment opportunities and acquisition
targets, to a level considered reasonable and appropriate by the Company on a
case-by-case basis, including the potential commissioning of third-party
specialist reports as appropriate. Following completion of any investment or
acquisition, it is intended that any investments or assets will be managed by
the Directors and assisted by the Company's professional advisers.
Financial Risk Management
The Directors consider the Group to be exposed to the following financial
risks:
a. Price risk: the price paid for securities is subject to market
movement that will have an impact on the operations of the Group;
b. Cash flow interest rate risk: the Group has significant cash
balances which exposed it to movement in the market interest rates; and
c. Liquidity risk: the Group manages its cash requirements through
detailed forecasting and planning for amount and timing of payments and
receipts of interest income, to ensure cash resources are available when
required.
Given the relatively small size and operation of the Group in the year, the
Directors have not delegated the responsibility of risk monitoring to a
sub-committee of the Board, but closely monitor the risks on a periodic basis.
The Directors consider their exposure in the financial year to have been low.
Refer to Note 14 for assessment of the risks arising from financial
instruments.
Non-financial Risk Management
The non-financial risk factors for the year ended 31 December 2022 did not
materially change from those set out in Red's Prospectus dated 16 November
2021.
GREENHOUSE GAS EMISSIONS, ENERGY CONSUMPTION AND ENERGY EFFICIENCY
As the Company has not completed its first acquisition and has only two
Directors, limited travel and no premises, the Directors do not consider any
disclosure under the Task Force on Climate-related Financial Disclosures is
required at this juncture, however the Company will continue to review this
position as it executes its investment and acquisition strategy.
POLITICAL CONTRIBUTIONS
The Company has made no political contributions during the year.
CHARITABLE DONATIONS
The Company has made no charitable donations during the year.
POST BALANCE SHEET EVENTS
There have been no significant post balance sheet events. See Note 20.
SHARE CAPITAL
Details of the Company's share capital is set out in Note 15. The Company's
share capital consists of one class of ordinary share, which does not carry
rights to fixed income. As at 31 December 2022, there were 10,000,000 ordinary
shares of 1p par value each in issue.
SIGNIFICANT SHAREHOLDERS
As at 21 April 2023, the Company had been advised of the following notifiable
interests (whether directly or indirectly held) in voting rights.
Name Shareholding Percentage
David Williams 3,500,000 35.0%
Simon Webster 2,000,000 20.0%
The Bank of New York (Nominees) Limited 546,000 5.5%
Vidacos Nominees Limited 400,000 4.0%
Hargreaves Lansdown (Nominees) Limited 322,096 3.2%
Mark Best 300,000 3.0%
David Jenkins 300,000 3.0%
Guy Le Sueur 300,000 3.0%
Robin Southwell OBE 300,000 3.0%
Giles Willits 300,000 3.0%
As at 21 April 2023, the Directors in aggregate held 5,500,000 ordinary
shares, which represents 55 per cent. of the Company's issued share capital.
COMPANY DIRECTORS
The Directors during the year and summaries of their experience are set out
below.
David Williams Non-Executive Chairman
David has significant experience in investment markets, serving as Chairman in
executive and non-executive capacities for a number of public and private
companies. He has overseen the development of these companies, raising in
excess of £1 billion of capital to support both organic and acquisitive
growth initiatives.
David was the original founder of Marwyn Capital LLP, the award-winning
investment management company. David was also formerly Chairman of
Entertainment One Ltd. (LSE: ETO), Zetar plc, and Waste Recycling Group Plc,
and Non-Executive director of Breedon Group plc (AIM: BREE). He currently
serves as Non-Executive Chairman of the AIM-quoted cyber security business,
Shearwater Group plc (AIM: SWG) and Main Market listed Acceler8 Ventures Plc
(LSE: AC8) and is a Non-Executive director of Bay Capital Plc (LSE: BAY).
Simon Webster Non-Executive Director
Simon is a highly experienced software and technology entrepreneur, and is
currently Group Chief Executive Officer of Vistra, a global leader in fund
administration and corporate services. Prior to this he was Chief Executive
Officer of CPA Global, a global leader in intellectual property software and
tech-enabled services. Simon led CPA Global over a 20-year period, growing it
from an initial £50 million business into $6.0 billion of enterprise value
before its merger with NYSE listed Clarivate Plc (NYSE: CCC) in October 2020.
His early career was spent in the UK financial services sector leading
business change, delivering technology transformations and supporting M&A
transactions.
Simon has been investing in and working with founders of growth businesses as
Founder and CEO of SHUFL Capital since 2010. He is also a Fellow of the
Chartered Institute of Management Accountants.
The Directors who held office during the year and their beneficial interest in
the share capital of the Company at 31 December 2022 were as follows:
31 December 2022
David Williams 3,500,000
Simon Webster 2,000,000
5,500,000
DIRECTORS' REMUNERATION
The Chairman and Non-Executive Director are each entitled to fees of £30,000
and £20,000 per annum for their respective roles within the Company, as per
their service agreements entered into on 15 November 2021. There are no other
benefits paid to Directors outside of their service fees, save for ordinary
course reimbursable expenses properly incurred in the performing of their
duties as Directors. The Company does not operate a pension scheme.
Director Salary Benefits 31 December
£ in kind 2022
£ Total
£
David Williams 30,000 - 30,000
Simon Webster 20,000 - 20,000
50,000 - 50,000
In addition to the Directors' fee entitlements outlined above, the Directors
are also participants in the Subco Incentive Scheme and holders of warrants as
detailed below.
SUBCO INCENTIVE SCHEME
The Directors believe that the success of the Company will depend to a high
degree on the future performance of key employees and advisers in executing
and supporting the Company's growth strategy. The Company has therefore
established equity-based incentive arrangements which are, and will continue
to be, an important means of retaining, attracting and motivating key
employees, consultants and advisers, and also for aligning the interests of
the Directors with those of shareholders.
On 12 November 2021, the Group created a new Subco Incentive Scheme within its
wholly owned subsidiary Red Capital Subco Limited. Under the terms of the
Subco Incentive Scheme, scheme participants are only rewarded if a
predetermined level of shareholder value is created over a three to five year
period or upon a change of control of the Company or Subco (whichever occurs
first), calculated on a formula basis by reference to the growth in market
capitalisation of the Company, following adjustments for the issue of any new
ordinary shares and taking into account dividends and capital returns
("Shareholder Value"), realised by the exercise by the beneficiaries of a put
option in respect of their shares in Subco and satisfied either in cash or by
the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled up to 15 per
cent. of the Shareholder Value created, subject to such Shareholder Value
having increased by at least 12.5 per cent. per annum compounded over a period
of between three and five years from Admission, or following a change of
control of the Company or Subco.
In order to implement the Subco Incentive Scheme, the Company as sole
shareholder of Subco, approved the creation of a new share class in Subco (the
"B Shares"). At the same time the Subco's existing ordinary shares were
redesignated A Shares. The B Shares do not have voting or dividend rights.
On 12 November 2021, David Williams, Chairman of the Company, Simon Webster, a
Non-Executive Director of the Company, and Kathleen Long and Anthony Morris,
Directors of Tessera Investment Management Limited, became the first
participants in the Subco Incentive Scheme ("Founder Participants"), and as
such, the proportion of Shareholder Value attaching to the Subco Incentive
Scheme is 11 per cent. of a total cap of 15 per cent.
The Founder Participants and their respective holdings are outlined below.
Subco
Participant B shares held
David Williams 50,000
Simon Webster 40,000
Kathleen Long 10,000
Anthony Morris 10,000
110,000
WARRANTS
On 15 November 2021, the Company constituted 10,000,000 warrants on the terms
of an instrument under which the Company issued 6,000,000 warrants to certain
existing shareholders of the Company including the Directors, and a further
4,000,000 warrants on admission of the Company to the Main Market of the
London Stock Exchange.
The warrants are exercisable at any time from the date of completion of the
inaugural transaction (an investment or acquisition) made by the Company where
the consideration for such transaction is at least £10 million at a price of
£0.10 per ordinary share. These warrants can be exercised through application
to the Company. The warrants will not be listed on the London Stock Exchange
or any other publicly traded market.
The Directors' respective warrant holdings are detailed below.
Participant Date of grant Exercise price No. of
ordinary shares
to which the
grant relates
David Williams 15 November 2021 £0.10 3,500,000
Simon Webster 15 November 2021 £0.10 2,000,000
5,500,000
CORPORATE GOVERNANCE
As a Jersey company and a company with a Standard Listing, the Company is not
required to comply with the provisions of the UK Corporate Governance Code
2018. Furthermore, there is no applicable regime of corporate governance to
which the directors of a Jersey company must adhere over and above the general
fiduciary duties and duties of care, skill and diligence imposed on such
directors under Jersey law. Notwithstanding this, the Directors are committed
to maintaining high standards of corporate governance and will be responsible
for carrying out the Company's objectives and implementing its business
strategy.
All investment, acquisition, divestment and other strategic decisions are
considered and determined by the Board. At present, the Board reviews
investment and acquisition opportunities on an as required basis, and meets
regularly with its Strategic Advisor to discuss possible inorganic growth
opportunities, as well as monitor deal flow and investment and acquisitions in
progress, and review the Company's strategy to ensure that it remains aligned
to the delivery of shareholder value. Those investment and acquisition
opportunities that are assessed by the Board (with support from its Strategic
Advisor) are considered in light of the investment and acquisition criteria as
detailed in the Company's Prospectus. In addition, as part of the investment
and acquisition screening process, the Company will augment Board and
Strategic Advisor capability on a case by case basis as required with industry
and operating partner input, where deep domain expertise can be accessed. The
Board provides leadership within a framework of prudent and effective
controls. The Board has established the corporate governance values of the
Company and has overall responsibility for setting the Company's strategic
aims, defining the business plan and strategy and managing the financial and
operational resources of the Company.
In this regard, the Board, so far as is practicable given the Company's size
and stage of its development, has voluntarily adopted the QCA Code as its
chosen corporate governance framework. There are certain provisions of the QCA
Code which the Company will not adhere to currently, and their adoption will
be delayed until such time as the Directors believe it is appropriate to do
so. It is anticipated that this will occur concurrently with the Company's
first material investment or acquisition.
Following such an acquisition, the Company will seek to develop its corporate
governance position, and will address key differences to the QCA Code.
Specifically, it is anticipated this will include:
i. the augmentation of the Board with suitably qualified additional
executive and non-executive directors including independents;
ii. the implementation of audit, remuneration and nomination
committees with appropriate terms of reference;
iii. a formalised annual evaluation and review process covering the
Board and Committees, including succession planning;
iv. the publication of KPIs;
v. the development of a corporate and social responsibility policy;
and
vi. an enhanced risk management and governance framework tailored to the
operating assets and strategic direction of the enlarged entity.
ROLE OF THE BOARD
The Board is responsible for the management of the business of the Group,
setting the strategic direction of the Group and establishing the policies of
the Group. It is the Directors' responsibility to oversee the financial
position of the Group and monitor the business and affairs of the Group, on
behalf of the shareholders, to whom they are accountable. The primary duty of
the Directors is to act in the best interests of the Group and Company at all
times. The Board also addresses issues relating to internal control and the
Group's approach to risk management and has formally adopted an
anti-corruption and bribery policy.
The Group does not have a separate investing committee and therefore the Board
as a whole will be responsible for sourcing acquisitions and ensuring that
opportunities are in conformity with the Group's strategy.
The Group holds four formal Board meetings a year, with unscheduled meetings
as matters arise which require the attention of the Board. Formal Board
meetings are timed to link to key events in the Group's corporate calendar.
Outside the scheduled and unscheduled meetings of the Board, the Directors
maintain frequent contact with each other to keep them fully briefed on the
Group's operations.
INTERNAL CONTROLS
The Board acknowledges its responsibility for establishing and monitoring the
Group's systems of internal control. Although no system of internal control
can provide absolute assurance against material misstatement or loss, the
Group's systems are designed to provide the Directors with reasonable
assurance that problems can be identified on a timely basis and dealt with
appropriately.
The Group maintains an appropriate process for financial reporting. The annual
budget is reviewed and approved by the Board before being formally adopted.
Other key procedures that have been established and which are designed to
provide effective control are as follows:
Management structure - The Board meets regularly on a formal and informal
basis to discuss all issues affecting the Group.
Investment appraisal - The Group has a robust framework for investment
appraisal and approval is required by the Board, where appropriate.
Share dealing and inside information - the Company has adopted a share dealing
code regulating trading and confidentiality of inside information for the
Directors and other persons discharging managerial responsibilities (and their
persons closely associated) which contains provisions appropriate for a
company whose shares are admitted to trading on the Official List
(particularly relating to dealing during closed periods which will be in line
with the Market Abuse Regulation). The Company takes all reasonable steps to
ensure compliance by the Directors and any relevant employees with the terms
of that share dealing code.
The Board reviews the effectiveness of the systems of internal control and
considers the major business risks and the control environment. No significant
deficiencies have come to light during the year and no weaknesses in internal
financial control have resulted in any material losses, or contingencies which
would require disclosure, as recommended by the guidance for Directors on
reporting on internal financial control.
The Directors are focused on careful management of the Group's cash and
financial resources through Board level approvals. At such time that the Group
completes an acquisition, the Directors anticipate that the Group's financial
position and prospects procedures regime will be updated and expanded as
necessary to cater for the nature of the Group's business following completion
of its inaugural investment or acquisition.
BOARD EVALUATION
In the year, the Board evaluation process was limited to an ongoing informal
evaluation of the performance of the Board by each Director. This will be
replaced by a formal, annual evaluation process once the Group has completed
its first acquisition.
EXTERNAL ADVISERS
The Board accessed the following external advisers during the year and post
the year end:
Mayer Brown International LLP and Ogier (Jersey) LLP - legal
Tessera Investment Management Limited - capital markets and M&A
JTC Plc - company secretarial, governance and regulatory filings
CONFLICTS OF INTEREST
A Director has a duty to avoid a situation in which he or she has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict,
with the interests of the Company. The Board has satisfied itself that there
are no conflicts of interest where the Directors have appointments on the
Boards of, or relationships with, companies outside the Company. Furthermore,
the Board requires Directors to declare all appointments and other situations
which could result in a possible conflict of interest, and therefore believes
it has a robust framework to deal with any conflict of interest should it
arise.
RELATIONS WITH SHAREHOLDERS
The Chairman is the Group's principal spokesperson with investors, fund
managers, the press and other interested parties. As well as the Annual
General Meeting with shareholders, the other Directors may give formal
presentations at investor road shows following the announcement of interim and
full year results.
Notice of this year's Annual General Meeting will shortly be sent to
shareholders.
DISCLOSURE OF INFORMATION TO THE INDEPENDENT AUDITOR
So far as the Directors are aware, there is no relevant audit information of
which the Group and Company's independent auditor is unaware, and each
Director has taken all the steps that he ought to have taken as a Director in
order to make himself aware of any relevant audit information and to establish
that the Group and Company's independent auditor is aware of that information.
The Directors confirm to the best of their knowledge that:
· the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group and
Company and the undertakings included in the consolidation taken as whole;
· the Chairman's Statement and Report of the Directors
includes a fair review of the development and performance of the business and
the position of the Group and Company and the undertakings included in the
consolidation taken as a whole, together with a description of the principal
risks and uncertainties that they face; and
· the annual report and accounts, taken as a whole, are fair,
balanced and understandable and provide the information necessary for
shareholders to assess the Group and Company's position and performance,
business model and strategy.
INDEPENDENT AUDITOR
The independent auditor, MHA MacIntyre Hudson, will be proposed for
re-appointment at the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD
David Williams
Chairman
26 April 2023
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Directors' report and the
financial statements in accordance with applicable law and regulations.
Jersey Company law requires the directors to prepare financial statements for
each financial year. Under that law the directors have elected to prepare the
financial statements in accordance with International Financial Reporting
Standards as adopted by the United Kingdom ("IFRS"). 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 Group and
Company and of the profit or loss of the Group for that year.
In preparing these 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 the Group financial statements have been
prepared in accordance with IFRS as adopted by the United Kingdom;
· state whether the Company financial statements have been
prepared in accordance with FRS 101 "Reduced Disclosure Framework"; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Group and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the financial statements
comply with the Companies (Jersey) Law 1991. They are also responsible for
safeguarding the assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The maintenance and integrity of the Group's website is the responsibility of
the Directors. The work carried out by the independent auditors does not
involve the consideration of these matters and, accordingly, the independent
auditors accept no responsibility for any changes that may have occurred in
the accounts since they were initially presented on the website. Legislation
in Jersey governing the preparation and dissemination of the accounts and the
other information included in annual reports may differ from legislation in
other jurisdictions.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2022
9 month
Year ended period ended
31 December 2022 31 December 2021
Note £ £
Administrative expenses (207,914) (220,843)
Operating loss 6 (207,914) (220,843)
Interest receivable 254 -
Loss on ordinary activities before taxation (207,660) (220,843)
Taxation charge 7 - -
Loss and total comprehensive loss for the year/period (207,660) (220,843)
Loss per share (pence)
Basic and diluted 8 (2.08p) (11.49p)
All activities in both the current and the prior period relate to continuing
operations.
The notes below form part of these consolidated financial statements.
Consolidated Statement of Financial Position
As at 31 December 2022
31 December 31 December 31 December 31 December
2022 2022 2021 2021
Note £ £ £ £
Current assets
Cash and cash equivalents 11 611,888 829,065
Trade and other receivables 12 9,947 2,583
Total current assets 621,835 831,648
Total assets 621,835 831,648
Current liabilities
Trade and other payables 13 53,561 57,281
Total current liabilities 53,561 57,281
Total liabilities 53,561 57,281
Total net assets 568,274 774,367
Equity
Issued share capital 15 100,000 100,000
Share premium 16 894,998 894,998
Capital redemption reserve 16 2 2
Share-based payment reserve 18 1,777 210
Retained deficit 16 (428,503) (220,843)
Total equity 568,274 774,367
The consolidated financial statements were approved and authorised for issue
by the Board on 26 April 2023 and were signed on its behalf by:
David Williams
Chairman
The notes below form part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Share-
Capital based
Share Share redemption payment Retained
capital premium reserve reserve deficit Total
Note £ £ £ £ £ £
Balance at incorporation date 2 - - - - 2
Loss for the period - - - - (220,843) (220,843)
Transactions with owners
in their capacity as owners:
Issue of new ordinary shares 15 99,998 899,998 2 - - 999,998
Ordinary share issue costs - (5,000) - - - (5,000)
Share-based payment 18 - - - 210 - 210
At 31 December 2021 100,000 894,998 2 210 (220,843) 774,367
Loss for the year - - - - (207,660) (207,660)
Transactions with owners in
their capacity as owners:
Share-based payment 18 - - - 1,567 - 1,567
At 31 December 2022 100,000 894,998 2 1,777 (428,503) 568,274
The notes below form part of these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2022
9 month
Year ended period ended
31 December 2022 31 December 2021
£ £
Operating activities
Loss before taxation (207,660) (220,843)
Adjustments for:
Share-based payment charge 1,567 210
Operating cash flows before changes in working capital (206,093) (220,633)
Increase in trade and other receivables (7,364) (2,583)
(Decrease)/increase in trade and other payables (3,720) 57,281
Net cash outflows from operating activities (217,177) (165,935)
Financing activities
Issue of ordinary shares - 1,000,000
Ordinary share issue costs - (5,000)
Net cash inflows from financing activities - 995,000
Net (decrease)/ increase in cash and cash equivalents (217,177) 829,065
Cash and cash equivalents at beginning of the year/period 829,065 -
Cash and cash equivalents at end of the year/period 611,888 829,065
The notes below form part of these consolidated financial statements.
Notes forming part of the Consolidated Financial Statements
For the year ended 31 December 2022
1 General information
The Company was incorporated in the prior period on 31 March 2021 as Red
Capital Limited, a private limited company under the laws of Jersey with
registered number 134737. On 11 November 2021 the Company was re‑registered
as an unlisted public limited company and its name was changed to Red Capital
Plc. On 19 November 2021 the Company shares were admitted to trading onto the
Main Market of the London Stock Exchange. The Company is the parent company of
Red Capital Subco Limited (a private limited company under the laws of Jersey
with registered number 134741).
The address of its registered office is 28 Esplanade, St. Helier, Channel
Islands, JE2 3QA, Jersey. The Group has been incorporated for the purpose of
identifying suitable acquisition opportunities in accordance with the Group's
investment and acquisition strategy with a view to creating shareholder value.
The Group will retain a flexible investment and acquisition strategy which
will, subject to appropriate levels of due diligence, enable it to deploy
capital in target companies by way of minority or majority investments, or
full acquisitions where it is in the interests of shareholders to do so. This
will include transactions with target companies located in the UK and
internationally.
2 Accounting policies
The accounting policies set out below have, unless otherwise stated, been
applied consistently to all periods presented in theses consolidated financial
statements.
The principal policies adopted in the preparation of the consolidated
financial statements are as follows:
(a) Basis of preparation
These consolidated financial statements have been prepared in accordance with
the requirements of International Financial Reporting Standards as adopted by
the United Kingdom ("IFRS") and the requirements of the Companies (Jersey) Law
1991.
The consolidated financial statements are prepared on the historical cost
basis.
The comparative figures presented cover the nine-month period from
incorporation on 31 March 2021 to 31 December 2021.
(b) Basis of consolidation
The consolidated financial statements present the results of the Company and
its subsidiaries (the "Group") as if they formed a single entity. Intercompany
transactions and balances between Group companies are therefore eliminated in
full.
Where the Group has control over a Company, it is classified as a subsidiary.
The Group controls a Company if all three of the following elements are
present: power over the Company, exposure to variable returns from the
Company, and the ability of the Group to use its power to affect those
variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control.
The consolidated financial statements incorporate the results of business
combinations using the acquisition method. In the consolidated statement of
financial position, the acquiree's identifiable assets, liabilities and
contingent liabilities are initially recognised at their fair values at the
acquisition date. The acquisition related costs are included in the
consolidated statement of comprehensive income on an accruals basis. The
results of acquired operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained.
(c) Functional and presentational currency
The Group's functional and presentational currency for these financial
statements is the pound sterling.
(d) Going concern
The Directors, having made due and careful enquiry, are of the opinion that
the Group has adequate working capital to execute its operations over the next
12 months. The Group's unaudited cash balance as at 21 April 2023 was
£542,301, and excluding the consummation of any investment or acquisition
which will likely require specific funding, has adequate resources available
to fund the on-going forecasted operating expenses for at least twelve months
following approval of the financial statements. The Directors, therefore, have
made an informed judgement, at the time of approving the financial statements,
that there is a reasonable expectation that the Group has adequate resources
to continue in operational existence for the foreseeable future. As a result,
the Directors have adopted the going concern basis of accounting in preparing
the annual financial statements.
(e) Employee benefits
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis
and are expensed as the related service is provided. A liability is recognised
for the amount expected to be paid under short-term cash bonus or
profit‑sharing plans if the Group has a present legal or constructive
obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
(f) Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax
is recognised in the income statement except to the extent that it relates to
items recognised in other comprehensive income or directly in equity, in which
case it is recognised in other comprehensive income or equity respectively.
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates and laws enacted or substantively enacted
at the balance sheet date.
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The following temporary differences are not
provided for: the initial recognition of goodwill; the initial recognition of
assets or liabilities that affect neither accounting nor taxable profit other
than in a business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates and laws enacted or substantively enacted at
the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the temporary
difference can be utilised.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term deposits with
an original maturity of three months or less from inception, held for meeting
short term commitments.
(h) Financial assets and liabilities
The Group's financial assets and liabilities comprise cash and cash
equivalents and accruals. Financial assets are stated at amortised cost less
provision for expected credit losses. Financial liabilities are stated at
amortised cost.
(i) Share-based payments
The Group operates an equity-settled share-based payment plan. The fair value
of the employee services received in exchange for the grant of options is
recognised as an expense over the vesting period, based on the Group's
estimate of awards that will eventually vest, with a corresponding increase in
equity as a share-based payment reserve.
This plan includes market-based vesting conditions for which the fair value at
grant date reflects and are therefore not subsequently revisited. The fair
value is determined using a binomial model.
(j) Warrants
Warrants issued as part of share issues have been determined as equity
instruments under IAS 32. Since the fair value of the shares issued at the
same time as the warrants is equal to the price paid, these warrants, by
deduction, are considered to have been issued at fair value.
(k) Accounting standards issued
The following amendments to standards were issued and adopted in the year,
with no material impact on the financial statements (all effective for annual
periods beginning on or after 1 January 2022):
· Reference to the Conceptual Framework - Amendments to IFRS
3
· Onerous Contracts - Cost of Fulfilling a Contract -
Amendments to IAS 37
· Annual Improvements to IFRS Standards 2018-2020
There were no other new accounting standards issued that have been adopted in
the year.
(l) Standards in issue but not yet effective
At the date of authorisation of these financial statements there were
amendments to standards which were in issue, but which were not yet effective,
and which have not been applied. The principal ones are detailed below. The
Directors do not expect the adoption of these amendments to standards to have
a material impact on the financial statements.
Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12)
· The amendments narrow the scope of the initial recognition
exemption to exclude transactions that give rise to equal and offsetting
temporal differences e.g. leases and decommissioning liabilities.
· For such transactions, the associated deferred tax assets
and liabilities will need to be recognised from the beginning of the earliest
comparative period presented, with any cumulative effect recognised as an
adjustment to retained earnings or other components of equity at that date.
· For all other transactions, the amendments apply to
transactions that occur after the beginning of the earliest period presented.
· The amendments are effective for financial years beginning
on or after 1 January 2023 and are endorsed by the UK Endorsement Board
("UKEB").
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice
Statement 2)
· The amendments to IAS 1 require companies to disclose their
material accounting policy information rather than their significant
accounting policies. The amendments to IFRS Practice Statement 2 provide
guidance on how to apply the concept of materiality to accounting policy
disclosures.
· The amendments are effective for financial years beginning
on or after 1 January 2023 and are endorsed by the UKEB.
Definition of Accounting Estimates (Amendments to IAS 8)
· The amendments clarify how companies should distinguish
changes in accounting policies from changes in accounting estimates. That
distinction is important because changes in accounting estimates are applied
prospectively only to future transactions and other future events, but changes
in accounting policies are generally also applied retrospectively to past
transactions and other past events.
· The amendments are effective for financial years beginning
on or after 1 January 2023 and are endorsed by the UKEB.
Non-Current Liabilities with Covenants (Amendments to IAS 1)
· The amendments to IAS 1 specify that covenants to be
complied with after the reporting date do not affect the classification of
debt as current or non-current at the reporting date.
· The amendments require a company to disclose more
information regarding loan covenants in the notes to the financial statements
and require identification of which loans are affected by covenants.
· The amendments are effective for financial years beginning
on or after 1 January 2024 and are not yet endorsed by the UKEB.
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
· The amendments, as issued in 2020, aim to clarify the
requirements on determining whether a liability is current or non-current, and
apply for annual reporting periods beginning on or after 1 January 2023.
· The International Accounting Standards Board ("IASB") has
subsequently proposed further amendments to IAS 1 and the deferral of the
effective date of the 2020 amendments to no earlier than 1 January 2024. The
amendments are not yet endorsed by the UKEB.
IFRS 17 Insurance Contracts
· IFRS 17 replaces IFRS 4 and sets out substantial
requirements for the accounting of insurance contracts along with detailed
disclosure.
· The Group and Company are not insurers and have not
previously entered into contracts that fall within the scope of IFRS 4 to be
treated as insurance contracts. Therefore, this standard is not deemed to be
relevant to the Group at this time and is not expected to have a significant
impact on the Group's consolidated financial statements.
· The new standard is effective for financial years beginning
on or after 1 January 2023 has been endorsed by the UKEB.
Lease liability in a sale and leaseback transaction (Amendments to IFRS 16)
· The amendments to IFRS 16 change the basis of calculation
of a gain or loss arising on a sale and leaseback transaction to better
reflect in terms of economic substance, the lessee's retained ownership
interest.
· The Group and Company do not currently hold any sale and
leaseback arrangements. Therefore, these amendments are not deemed to be
relevant to the Group at this time and are not expected to have a significant
impact on the Group's consolidated financial statements.
· The amendments are effective for financial years beginning
on or after 1 January 2023 and are not yet endorsed by the UKEB.
3 Accounting estimates and judgements
In preparing the consolidated financial statements, the Directors have to make
judgments on how to apply the Group's accounting policies and make estimates
about the future. The Directors do not consider there to be any critical
judgments that have been made in arriving at the amounts recognised in the
consolidated financial statements with the exception of the valuation of
share-based payments. Please see Note 18 for further details.
4 Employees
Staff costs, including Directors, consist of:
9 month
Year ended period ended
31 December 31 December
2022 2021
£ £
Wages and salaries 50,000 5,890
50,000 5,890
9 month
Year ended period ended
31 December 31 December
2022 2021
Number Number
The average number of employees, including Directors, during the year was: 2 2
5 Directors' remuneration
The Company Directors are considered the only key management personnel and
their remuneration was as follows:
9 month
Year ended period ended
31 December 31 December
2022 2021
£ £
Directors' emoluments 50,000 5,890
50,000 5,890
6 Operating profit / (loss)
9 month
Year ended period ended
31 December 31 December
2022 2021
£ £
This has been arrived at after charging:
Professional services 117,927 60,491
Listing expenses - 106,473
Fees payable to the Company's independent auditor for the audit of the parent 22,000 20,000
and consolidated accounts
7 Taxation
9 month
Year ended period ended
31 December 31 December
2022 2021
£ £
Jersey corporation tax
Corporation tax on loss for the year - -
Total taxation on loss on ordinary activities - -
9 month
Year ended period ended
31 December 31 December
2022 2021
£ £
Loss before tax (207,660) (220,843)
Tax for financial service companies at 10% (2021: 10%) (20,766) (22,084)
Effect of:
Tax losses on which a deferred tax asset has not been recognised 20,766 22,084
Total taxation on loss on ordinary activities - -
Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which the deductible temporary
differences and carry forward tax losses/credits can be utilised. Accordingly,
the Group has not recognised deferred tax assets in respect of deductible
temporary differences and carry forward tax losses as at 31 December 2022 and
31 December 2021 respectively, as it is not probable at year end that relevant
taxable profits will be available in future based on the current activities of
the Group as a holding group. There are no expiry dates on these tax losses as
at the yearend. The unrecognised deferred tax asset is summarised below:
Tax losses and unrecognised deferred tax asset carried forward
2022 2021
£ £
Cumulative temporary differences and carry forward tax losses 428,503 220,843
Unrecognised deferred tax asset on above at 10% (based on the
enacted tax rate at the date of signing the financial statements) 42,850 22,084
8 Earnings per share
Earnings per share is calculated by dividing the loss after tax for the year
by the weighted average number of shares in issue for the year, these figures
being as follows:
9 month
Year ended period ended
31 December 31 December
2022 2021
£ £
Loss used in basic and diluted EPS, being loss after tax (207,660) (220,843)
Adjustments:
Share-based payment charge 1,567 210
Adjusted earnings used in adjusted EPS (206,093) (220,633)
The Subco Incentive Scheme share options (Note 18) have not been included in
the diluted EPS on the basis that they are anti-dilutive, however they may
become dilutive in future periods.
9 month
Year ended period ended
31 December 31 December
2022 2021
Number Number
Weighted average number of ordinary shares of 1p each used as the
denominator in calculating basic and diluted EPS 10,000,000 1,922,729
Earnings/(loss) per share
Basic and diluted (2.08p) (11.49p)
Adjusted - basic and diluted (2.06p) (11.47p)
9 Adjusted earnings before interest, tax, depreciation and amortisation
(Adjusted EBITDA)
9 month
Year ended period ended
31 December 31 December
2022 2021
£ £
Loss before tax (207,660) (220,843)
EBITDA loss (207,660) (220,843)
Share-based payment charge 1,567 210
Adjusted EBITDA loss (206,093) (220,663)
10 Subsidiaries
The Company directly owns the ordinary share capital of its subsidiary
undertakings as set out below:
Proportion of Proportion of
A ordinary B ordinary
Nature Country of shares held shares held
Subsidiary of business incorporation by Company by Company
Red Capital Subco Limited Intermediate holding Jersey, Channel 100 percent 0 percent
company Islands
The address of the registered office of Red Capital Subco Limited (the
"Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The
Subco was incorporated on 31 March 2021.
The A ordinary shares have full voting rights, full rights to participate in a
dividend and full rights to participate in a distribution of capital. The B
ordinary shares have been issued pursuant to the Company's Subco Incentive
Scheme.
11 Cash and cash equivalents
2022 2021
£ £
Cash and cash equivalents 611,888 829,065
611,888 829,065
12 Trade and other receivables
2022 2021
£ £
Prepayments 9,947 2,583
9,947 2,583
13 Trade and other payables
2022 2021
£ £
Current trade and other payables
Accruals 53,561 57,281
53,561 57,281
14 Financial instruments
The Group's financial assets and liabilities comprise cash, and trade and
other payables. The carrying value of all financial assets and liabilities
equals fair value given their short-term nature.
Financial assets measured at
amortised cost
2022 2021
£ £
Current financial assets
Cash and cash equivalents 611,888 829,065
611,888 829,065
Financial liabilities measured at
amortised cost
2022 2021
£ £
Current financial liabilities
Accruals 53,561 57,281
53,561 57,281
Credit risk
The Group's credit risk is wholly attributable to its cash balance. All cash
balances are held at a reputable bank in Jersey. The credit risk from its cash
and cash equivalents is deemed to be low due to the nature and size of the
balances held.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due.
The Group's approach to liquidity risk is to ensure that sufficient liquidity
is available to meet foreseeable requirements and to invest funds securely and
profitably.
The following table details the contractual maturity of financial liabilities
based on the dates the liabilities are due to be settled:
Financial liabilities:
Less More
than 1 year 2 to 5 Years than 5 years Total
£ £ £ £
Accruals 53,561 - - 53,561
At 31 December 2022 53,561 - - 53,561
15 Share capital
Allotted, called up and fully paid
2022 2021 2022 2021
Number Number £ £
Ordinary shares of 1p each: 10,000,000 10,000,000 100,000 100,000
At 31 December 2022 10,000,000 10,000,000 100,000 100,000
On incorporation on 31 March 2021, the Company had an authorised share capital
of £10,000 divided into 10,000 ordinary shares of par value of £1 each, of
which one ordinary share was issued to each of David Williams, Chairman of the
Company and Tessera Investment Management Limited. The two ordinary shares
were each issued for consideration of £1.00 per share.
On 28 October 2021, the Company sub-divided its share capital. Pursuant to the
sub-division, the two ordinary shares of £1.00 each in the issued share
capital of the Company were split into 200 ordinary shares. Following the
sub‑division, 180 ordinary shares were re-designated as deferred shares of
par value £0.01 each. Following the sub‑division and re-designation, the
issued share capital of the Company was comprised of 20 ordinary shares and
180 deferred shares and the Company had an authorised share capital of
£10,000 divided into 999,800 ordinary shares of par value £0.01 each and 200
deferred shares of a par value £0.01 each. The deferred shares were redeemed
and subsequently cancelled, with a capital redemption reserve created of
equivalent value as per Note 16.
On 28 October 2021, in accordance with article 5B of the Articles, the Company
redeemed for nil consideration the deferred shares. Any amounts standing to
the credit of any nominal or share premium account relating to deferred shares
that were redeemed were credited to a capital reserve of the Company and are
available for use in accordance with the Companies Law.
On 29 October 2021, the Company increased its authorised share capital to
£100,000 and issued and allotted 5,999,980 ordinary shares at a price of
£0.10 per ordinary share to the certain shareholders and investors, for
aggregate consideration of £599,998 in cash. Immediately following that issue
and allotment, the issued share capital of the Company was comprised of
6,000,000 ordinary shares.
Pursuant to the IPO Placing, 4,000,000 ordinary shares were issued and
allotted at a price of £0.10 per ordinary shares to certain new investors,
for aggregate consideration of £400,000 in cash. Warrants with the right to
subscribe for further ordinary shares in the Company were issued for every
ordinary share subscribed for.
Immediately following the issue and allotment, the Company's issued share
capital increased to 10,000,000 ordinary shares.
All shares are equally eligible to receive dividends and the repayment of
capital and represent one vote at the shareholders' meeting of the Company.
16 Reserves
Share premium and retained earnings represent balances conventionally
attributed to those descriptions. The transaction costs relating to the issue
of shares was deducted from share premium.
Capital redemption reserve includes amounts in relation to deferred shared
capital.
The Group having no regulatory capital or similar requirements, its primary
capital management focus is on maximising earnings per share and therefore
shareholder return.
The Directors have proposed that there will be no final dividend in respect of
2022 (2021: £Nil).
17 Share Incentive Plan
On 12 November 2021, the Group created a Subco Incentive Scheme within its
wholly owned subsidiary Red Capital Subco Limited ("Subco"). Under the terms
of the Subco Incentive Scheme, scheme participants are only rewarded if a
predetermined level of shareholder value is created over a three to five year
period or upon a change of control of the Company or Subco (whichever occurs
first), calculated on a formula basis by reference to the growth in market
capitalisation of the Company, following adjustments for the issue of any new
Ordinary shares and taking into account dividends and capital returns
("Shareholder Value"), realised by the exercise by the beneficiaries of a put
option in respect of their shares in Subco and satisfied either in cash or by
the issue of new ordinary shares at the election of the Company.
Under these arrangements in place, participants are entitled to up to 15
percent of the Shareholder Value created, subject to such Shareholder Value
having increased by at least 12.5 percent per annum compounded over a period
of between three and five years from admission or following a change of
control of the Company or Subco.
18 Share-based payments
The Subco Incentive Scheme detailed in Note 17 is an equity-settled share
option plan which allows employees and advisors of the Group to sell their B
shares to the Company in exchange for a cash payment or for shares in the
Company (at the Company's election) if certain conditions are met.
These conditions include good and bad leaver provisions and that growth in
Shareholder Value of 12.5 percent compound per annum is delivered over a three
to five year period for the scheme to vest. This second condition is therefore
a market condition which has been taken into account in the measurement at
grant date of the fair value of the options.
The weighted average exercise price of the outstanding B share options is
£0.10 which have a weighted average contractual life of 3 years 10 months.
110,000 B share options were issued in the nine-month period to 31 December
2021, all of which were outstanding at the current year end. No B share
options were exercised in the current or prior period. No B share options have
expired during the current or prior period.
The Group recognised £1,567 (2021: £210) of expenditure in the statement of
total comprehensive income relating to equity-settled share-based payments in
the year.
The fair value of options granted during the year is determined by applying a
binominal model. The expense is apportioned over the vesting period of the
option and is based on the number which are expected to vest and the fair
value of these options at the date of grant.
The inputs into the binomial model in respect of options granted in the prior
period are as follows:
Opening share price 10.0p
Expected volatility of share price 16.67%
Expected life of options 5 years
Risk-free rate 0.92%
Target increase in share price per annum 12.5%
Fair value of options 7.152p
Expected volatility was estimated by reference to the average 5-year
volatility of the FTSE SmallCap Index.
The target increase in Shareholder Value is laid out in the Articles of
Association of the Subco and represents the compounded target annual increase
in market capitalisation (adjusted for capital raises and dividends) that
needs to be met between the third and the fifth anniversary of the Group's
admission onto Main Market of the London Stock Exchange in order for the
scheme to vest.
The Group did not enter into any share-based payment transactions with parties
other than employees and advisors during the current or prior period.
19 Related party transactions
Transactions with key management personnel
Key management personnel comprise the Directors and executive officers. The
remuneration of the individual Directors is disclosed in the Report of
Directors.
Other transactions - Group
On 1 November 2021, the Company entered into an arm's length strategic
advisory agreement with Tessera Investment Management Limited, a Company which
is a shareholder in the Company, pursuant to which Tessera has agreed to
provide strategic and general corporate advice, and acquisition and capital
raising transaction support services to the Company. Tessera was paid an
initial transaction success fee of £50,000 (plus VAT) on admission for
transaction management services provided to the Company in connection with
admission and capital raising activities.
From admission, Tessera continues to provide strategic advisory services to
the Company, including general corporate advice, and acquisition and capital
raising transaction support, and is entitled to be paid a fixed monthly
retainer fee of £5,000 (plus VAT) per month payable in arrears. A
discretionary transaction success fee payable to Tessera may be agreed between
the Company and Tessera with such payment payable on successful completion of
an acquisition by the Company. As at 31 December 2022, Tessera was owed
£6,243 (2021: £6,935 plus VAT) by the Company for accrued monthly retainer
fees.
20 Post balance sheet events
There are no events subsequent to the reporting date which would have a
material impact on the financial statements.
21 Contingent liabilities
There are no contingent liabilities at the reporting date which would have a
material impact on the financial statements.
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