REG - Spiritus Mundi PLC - Interim Results for six months ended 31 March 2023
29/06/2023 11:15
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RNS Number : 3939E Spiritus Mundi PLC 29 June 2023
29 June 2023
Spiritus Mundi plc
("Spiritus Mundi" or the "Company")
Interim Results for the six months ended 31 March 2023
Spiritus Mundi plc (LSE: SPMU), the Special Purpose Acquisition Company (SPAC)
which will seek to acquire targets in Europe and Asia in the clinical
diagnostics sector, announces its unaudited half-yearly results for the six
months ended 31 March 2023 (the "Interim Report").
Financial Highlights
· Net cash as at 31 March 2023 of £739,812 (31 March 2022: £973,360)
· Net assets as at 31 March 2023 of £712,686 (31 March 2022:
£950,128)
· Operating loss and loss before tax for the six months ended 31 March
2023 of £233,132 (31 March 2022: £132,578)
Other highlights
· Appointment of Konstantinos ("Kon") Gryllakis as a strategic
consultant, advising the Company on its business strategy and assisting with
the sourcing and evaluation of potential acquisition targets in the laboratory
and diagnostic testing sector
· Appointment of Tim Metcalfe as a non-executive director on 1 April
2023, adding significant corporate finance skills and experience to the board
Chairman's statement
We believe there are attractive acquisition opportunities in our chosen
sectors of laboratory and diagnostic testing, and digital healthcare,
particularly in light of how the COVID-19 pandemic has changed the sector
dynamics. During the period we have continued to explore potential acquisition
opportunities in order to execute on our strategy to use Spiritus Mundi as a
vehicle to acquire one or more exciting businesses in these areas in order to
generate attractive returns for shareholders.
We are seeing a number of potentially attractive opportunities and we look
forward to updating the market on our progress in due course. In the
meantime, I would like to thank our shareholders for their continued support.
Financial review
The Company incurred a loss for the six months ended 31 March 2023 of
£233,132. The loss for the period resulted from the on-going administrative
expenses required to operate the Company and evaluate potential acquisition
opportunities. As at 31 March 2023 the Company held £739,812 in cash.
There have been no significant events since the end of the reporting period.
Principal Risks and Uncertainties
Details of the principal risks and uncertainties facing the company are
disclosed in pages 5 and 6 of the last annual report for the period ended 30
September 2022
The Directors confirm, to the best of their knowledge, that this interim set
of financial statements gives a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company as a whole and has been
prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by
the United Kingdom. The interim management report herein includes a fair
review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
- an indication of important events that have occurred during the
first six months and their impact on the financial statements and a
description of the principal risks and uncertainties for the remaining six
months of the financial year
- disclosure of material related party transactions in the first six
months and any material changes to related party transactions.
By order of the Board
Zaccheus Peh
Non-Executive Chairman
29 June 2023
For further information please contact:
Spiritus Mundi plc Via IFC
Zaccheus Peh (Non-Executive Chairman)
Stanford Capital Partners (Broker) +44 (0)20 3650 3650
Patrick Claridge / John Howes
IFC Advisory Limited (Financial PR and IR) +44 (0) 203 934 6630
Graham Herring, Florence Chandler spiritusmundi@investor-focus.co.uk
Interim Statement of Comprehensive Income
6 months ended 6 months ended 17 months ended
31 March 31 March 30 September
Note 2023 2022 2022
Unaudited Unaudited Audited
£ £ £
Continuing operations
Administrative expenses (233,132) (132,578) (714,253)
Operating loss and loss before tax 4 (233,132) (132,578) (714,253)
Taxation - - -
Total comprehensive loss for the period attributable to the equity owners (233,132) (132,578) (714,253)
Loss per share
Basic and diluted 6 (0.006) (0.004) (0.018)
Interim Statement of Financial Position
As at As at As at
31 March 31 March 30 September
2023 2022 2022
Unaudited Unaudited Audited
£ £ £
ASSETS
Current assets
Prepayments - - 8,524
Cash and cash equivalents 8 739,812 973,360 941,539
Total current assets 739,812 973,360 950,063
TOTAL ASSETS 739,812 973,360 950,063
LIABILITIES
Current liabilities
Other payables 8 27,126 23,232 22,253
Total current liabilities 27,126 23,232 22,253
Total Liabilities 27,126 23,232 22,253
NET ASSETS 712,686 950,128 927,810
EQUITY
Share capital 7 493,000 437,000 493,000
Share premium 7 957,531 774,000 957,531
Accumulated losses (737,845) (260,872) (522,721)
Total equity 712,686 950,128 927,810
These interim financial statements were approved by the Board of Directors on
29 June 2023.
Zaccheus Peh
Non-Executive Chairman
Interim Statement of Cash Flows
6 months ended 6 months ended 17 months ended
31 March 31 March 30 September
2023 2022 2022
Unaudited Unaudited Audited
£ £ £
Cash flow from operating activities
Loss for the period (233,132) (132,578) (714,253)
Adjustments:
Share based payments 18,008 - 191,532
Loss for the period before changes in working capital (215,124) (132,578) (522,721)
Changes in working capital
Decrease/(increase) in prepayments 8,524 - (8,524)
Increase/(decrease) in trade and other payables 4,873 (9,330) 22,253
Net cash used in operating activities (201,727) (141,908) (508,992)
Cash flows from financing activities
Proceeds from issue of shares, - - 1,491,000
Share issue costs - - (40,469)
Net cash generated from financing activities - - 1,450,531
Net (decrease)/increase in cash and cash equivalents (201,727) (141,908) 941,539
Cash and cash equivalents at the beginning of period 941,539 1,115,268 -
Cash and cash equivalent at the end of the period 739,812 973,360 941,539
Interim Statement of Changes in Equity
Share Capital Share Accumulated Total Equity
Premium Losses
£ £ £ £
For period from 28 April 2021 to 30 September 2022 (audited)
As at 28 April 2021 - - - -
Comprehensive income
Loss for the period - - (714,253) (714,253)
Transactions with owners
Issue of ordinary shares 493,000 998,000 - 1,491,000
Cost to issue shares - (40,469) - (40,469)
Share based payments - - 191,532 191,532
As at 30 September 2022 493,000 957,531 (522,721) 927,810
For period from 1 October 2021 to 31 March 2022 (unaudited)
As at 1 October 2021 437,000 774,000 (128,294) 1,082,706
Comprehensive income
Loss for the period - - (132,578) (132,578)
As at 31 March 2022 437,000 774,000 (260,872) 950,128
For period from 1 October 2022 to 31 March 2023 (unaudited)
As at 1 October 2022 493,000 957,531 (522,721) 927,810
Comprehensive income
Loss for the period - - (233,132) (233,132)
Transactions with owners
Share based payments - - 18,008 18,008
As at 31 March 2023 493,000 957,531 (737,845) 712,686
Notes to the Financial Statements
1. Company Information
Spiritus Mundi plc (the "Company'') is a public company limited by shares,
listed on the London Stock Exchange, registered in England and Wales. The
Company is domiciled in England and its registered office is 8(th) floor, The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW.
The principal activity of the Company is that of identifying and acquiring
investment projects.
2. Summary of significant accounting policies
2.1 Basis of preparation
The principal accounting policies applied in the preparation of this interim
financial statements are set out below. These policies have been consistently
applied to all the periods presented, unless otherwise stated. The financial
statements are presented in its functional currency, pounds Sterling ("£"),
rounded to the nearest pound.
The interim financial statements for the six months period ended 31 March 2023
have been prepared in accordance with International Accounting Standard (IAS)
34 Interim Financial Reporting, as adopted for use in the United Kingdom. The
interim financial statements do not include all the notes of the type normally
included in an annual financial statements. Accordingly, this report is to be
read in conjunction with the annual report for the year ended 30 September
2022 and any public announcements made by Spiritus Mundi Plc during the
interim reporting period. The Interim Report does not include all the
information and disclosures required in the financial statements and should be
read in conjunction with the audited financial statements for the period from
28 April 2021 to 30 September 2022.
The Financial Statements have been prepared under the historical cost
convention unless otherwise stated. Historical cost is generally based on the
fair value of the consideration given in exchange for assets. The
preparation of the financial statements in compliance with IAS 34 requires the
use of certain critical accounting estimates and management judgements in
applying the accounting policies.
The accounting policies and methods of computation adopted in the preparation
of the interim consolidated financial statements are consistent with those
followed in the preparation of the Company's annual financial statements for
the period from 28 April 2021 to 30 September 2022, except for the adoption of
the new standards, interpretations and amendments to IFRSs that became
effective as of 1 January 2023.
Definition of Accounting Estimates (Amendments to IAS 8)
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice
Statement 2)
Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12)
International Tax Reform - Pillar Two Model Rules - Amendments to IAS 12
These interim financial statements and accompanying notes have neither been
audited nor reviewed by the Company's auditor. The six months financial
statements do not constitute full accounts as defined by Section 434 of the
Companies Act 2006. The figures for the period from 28 April 2021 to 30
September 2022 are derived from the published statutory accounts. Full
accounts for the period ended 30 September 2022, including an unqualified
auditor's report which did not make any statement under Sections 498(2) or (3)
of the Companies Act 2006, have been delivered to the Registrar of Companies.
2.2 Going concern
The Company had £739,812 cash as at 31 March 2023. With an expected ongoing
operational cost of £400,000 per annum, there are significant headroom to
fund costs associated with evaluating acquisitions and investments, including
due diligence. On this basis, the Board considers the Company to have
sufficient resources to remain in operational existence for the foreseeable
future. When a suitable acquisition is identified, further funding will be
needed to finance the acquisition.
3. Critical accounting judgements and key sources of
estimation uncertainty
In the process of applying the Company's accounting policies, the Directors
make estimates and assumptions that have an effect on the amounts recognised
in the financial information. Although these estimates are based on the
Directors' best knowledge of the current events and actions, actual results
may ultimately differ from those estimates.
The significant judgements made by the Directors in applying the Company's
accounting policies and the key sources of estimation uncertainty were the
same as those described in the last annual financial statements.
4. Loss before income tax
The breakdown by nature of administrative expenses is as follows:
6 months ended 6 months ended 17 months ended
31 March 31 March 30 September
2023 2022 2022
Unaudited Unaudited Audited
£ £ £
Accounting fees 869 1,053 3,135
Audit fees 12,000 - 15,000
Directors' remunerations (Note 5) 85,784 32,500 292,210
Listing fee 68,679 97,149 361,581
Professional fees 39,879 - 15,000
Secretarial fees 2,818 966 20,260
Other costs 23,103 910 7,067
233,132 132,578 714,253
5. Directors' remuneration
The Company has no employees other than the Directors.
6 months ended 31 March 2023
Directors' fees Share-based payment Total
£ £ £
Zaccheus Peh 17,572 18,008 35,580
Simon Winson Ng 12,551 - 12,551
Wong Fatt Heng 12,551 - 12,551
Wesley Gordon Lawrence 12,551 - 12,551
Rachel Stella Jan Maguire 12,551 - 12,551
67,776 18,008 85,784
6 months ended 31 March 2022
Directors' fees Share-based payment Total
£ £ £
Zaccheus Peh 17,500 - 17,500
Simon Winson Ng 15,000 - 15,000
32,500 - 32,500
17 months ended 30 September 2022
Directors' fees Share-based payment Total
£ £ £
Zaccheus Peh 49,655 180,829 230,484
Simon Winson Ng 35,051 5,864 40,915
Wong Fatt Heng 5,753 2,054 7,807
Wesley Gordon Lawrence 5,753 749 6,502
Rachel Stella Jan Maguire 5,753 749 6,502
101,965 190,245 292,210
* Rachel Stella Jan Maguire resigned as Director with effect from 1 April
2023.
6. Loss per share
The loss per share has been calculated using the loss for the period and the
weighted average number of ordinary shares entitled to dividend rights which
were outstanding during the period, as follows:
6 months ended 6 months ended 17 months ended
31 March 31 March 30 September
2023 2022 2022
Unaudited Unaudited Audited
£ £ £
Loss for the period attributable to equity holders of the Company (233,132) (132,578) (714,253)
Weighted average number of ordinary shares 41,687,322 35,087,240 39,022,885
Basic and diluted loss per Share (0.006) (0.004) (0.018)
For the financial periods, basic loss per share and diluted loss per share are
the same due to effect of warrants and options being non-dilutive in light of
the loss per share.
7. Share capital and share premium
Number of shares Share Share premium(*)
capital
'000 £ £
Issued at incorporation 50,000 50,000 -
Effects of share consolidation at 10 for 1 on 24 May 2021 (45,000) - -
Shares issuance on 12 July 2021 38,700 387,000 774,000
At 31 March 2022 43,700 437,000 774,000
Shares issuance on 8 July 2022 5,600 56,000 224,000
At 30 September 2022 and 31 March 2023 49,300 493,000 998,000
*Presented gross of issuance costs, set against share premium of £40,469.
Each Ordinary Share (including Subscription Shares) ranks pari passu for
voting rights, dividends and return of capital upon winding up of the Company.
All Ordinary Shares are freely transferable and there are no restrictions on
transfer, except for all shares held by Directors including any shares
exercised under Directors Warrants and Options, which are subjected to a 12
month lock-in period from date of admission and followed by a subsequent 12
month period where they shall only be entitled to sell shares in such a manner
that would not create a disorderly market in the share.
As at 30 September 2022 and 31 March 2023, there were 23,886,000 warrants and
options unissued ordinary shares exercisable. In addition, subject to a
successful RTO or an acquisition taking place, another 10,000,000 warrants
will be issued.
For the six months ended 31 March 2023, no warrant or option has been issued
or exercised or lapsed.
8. Financial instruments by category
Financial assets
Financial assets measured at amortised cost comprise the following:
31 March 31 March 30 September
2023 2022 2022
£ £ £
Cash at bank 739,812 973,360 941,539
Financial liabilities
Financial liabilities measured at amortised cost comprise the following:
31 March 31 March 30 September
2023 2022 2022
£ £ £
Other payables 11,526 23,232 356
Accruals 15,600 - 21,897
27,126 23,232 22,253
The Company's major financial instruments include bank balances and amounts
payables to suppliers. The risks associated with these financial instruments,
and the policies on how to mitigate these risks are set out below. Risk
management is carried out by Board of Directors. The Company uses financial
instruments to provide flexibility regarding its working capital requirements
and to enable it to manage specific financial risk to which it is exposed.
Liquidity risk
Liquidity risk arises from the Company's management of working capital.
The Company regularly reviews its major funding positions to ensure that it
has adequate financial resources in meeting its financial obligations. The
Directors have considered the liquidity risk as part of their going concern
assessment. Controls over expenditure are carefully managed in order to
maintain its cash reserves whilst it targets a suitable transaction.
The Company's financial liabilities as shown above have contractual maturities
within 6 months from the date of the financial statements.
Credit risk
The Company's credit risk is wholly attributable to its cash balance. The
credit risk from its cash and cash equivalents is limited because the counter
parties are banks with high credit ratings and have not experienced any losses
in such accounts.
Interest risk
The Company's exposure to interest rate risk is the interest received on the
cash held, which is immaterial.
Currency risk
The Company is not exposed to any currency risk at present.
Capital risk management
The Company's capital structure consists mainly of equity share capital and
the share premium. The Company's objectives when managing capital is to
safeguard the Company's ability to continue as a going concern, in order to
provide returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure. The Company has no borrowings and does
not pay dividends. In order to maintain or adjust the capital structure, the
Company may return capital to shareholders or issue new shares. Following an
acquisition, the Company may also pay dividends to shareholders.
9. Related party transactions
For the 6 months period ended 31 March 2023, there are no related party
transactions.
10. Subsequent events
There have been no significant events since the end of the reporting period
that would have a material impact on the financial statements.
Spiritus Mundi LEI: 213800DXMLNXMLCX4Q80
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