REG - Spiritus Mundi PLC - Interim Results
26/06/2024 07:00
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RNS Number : 8559T Spiritus Mundi PLC 26 June 2024
26 June 2024
Spiritus Mundi plc
("Spiritus Mundi" or the "Company")
Interim Results for the six months ended 31 March 2024
Spiritus Mundi plc (LSE: SPMU), the Special Purpose Acquisition Company (SPAC)
which is seeking 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 2024 (the "Interim Report").
Financial Highlights
· Net cash as at 31 March 2024 of £275,469 (31 March 2023: £739,812)
· Net assets as at 31 March 2024 of £213,563 (31 March 2023:
£712,686)
· Operating loss and loss before tax for the six months ended 31 March
2024 of £230,292 (31 March 2023: £233,132)
Other highlights
· On 6 March 2024, the Company announced that it has entered into a
Heads of Terms to acquire the issued share capital of InReste Pte Ltd
("InReste"), which will constitute a reverse takeover under the UK Financial
Conduct Authority's ("FCA") Listing Rules.
Chairman's statement
Following the review of a number of potentially attractive opportunities in
our chosen sectors of laboratory and diagnostic testing, and digital
healthcare, we announced on 6 March 2024 that the Company has entered into a
Head of Terms to acquire InReste (the "Proposed Acquisition"), which I believe
will meet the Company's long-term strategy of generating attractive returns
for shareholders.
InReste operates in the healthcare sector, offering a range of innovative
technologies and solutions, including through its related companies. It is
an integrated healthcare and wellness provider with an established biomedical
research and development arm that holds exclusive patents over a number of
clinical diagnostic tests. InReste is currently in the process of
undertaking a corporate reorganisation such that, prior to entering into the
Proposed Acquisition, it will own the entire issued share capital of Restalyst
Pte. Ltd. ("Restalyst") and Reste Laboratories Pte. Ltd. ("ResteLab").
ResteLab operates a 20,000 square foot state-of-the-art laboratory in
central Singapore, offering a comprehensive selection of testing, screening
and laboratory services to clinicians and healthcare professionals. It is
automated to process laboratory tests quickly, turning around up to 10,000
tests daily. These services are complemented by Restalyst, which is an
innovative biomedical company that develops, manufactures and markets a range
of diagnostic solutions. It provides clinically-proven diagnostic solutions,
including a number of patented solutions, to the medical and healthcare
industry including detection kits for gastric cancer, nasopharyngeal (nose)
cancer and liver cancer.
As the Proposed Acquisition is classified as a reverse takeover in accordance
with the FCA's Listing Rules the Company's listing on the Standard Segment of
the Official List and trading on the Main Market of the London Stock Exchange
is currently suspended pending the publication of an admission document and
application by the Company to have its enlarged share capital admitted to
trading on the AIM market of the London Stock Exchange.
We are proceeding as quickly as possible with the Proposed Acquisition,
however, there can be no certainty that the Proposed Acquisition will be
successfully completed. If the Proposed Acquisition does not complete for
any reason, it is expected that the suspension of the Company's listing will
be lifted, subject to FCA approval, and trading in the Company shares will
recommence.
We look forward to making further announcements regarding the Proposed
Acquisition in due course, as appropriate, and I would like to take this
opportunity to thank our shareholders for their continued support.
Financial review
The Company incurred a loss for the six months ended 31 March 2024 of
£230,292. 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 2024 the Company held £275,469 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 Company's annual report for the year ended
30 September 2023.
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; and
- 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
25 June 2024
For further information please contact:
Spiritus Mundi plc Via IFC
Zaccheus Peh (Non-Executive Chairman)
Strand Hanson Limited (Financial Adviser) +44 (0) 20 7409 3494
James Harris / James Bellman / Abigail Wennington
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 12 months ended
31 March 31 March 30 September
Note 2024 2023 2023
Unaudited Unaudited Audited
£ £ £
Continuing operations
Administrative expenses (230,292) (233,132) (537,979)
Operating loss and loss before tax 4 (230,292) (233,132) (537,979)
Taxation - - -
Total comprehensive loss for the period attributable to the equity owners
(230,292) (233,132) (537,979)
Loss per share
Basic and diluted 6 (0.005) (0.005) (0.011)
Interim Statement of Financial Position
As at As at As at
31 March 31 March 30 September
2024 2023 2023
Unaudited Unaudited Audited
£ £ £
ASSETS
Current assets
Prepayments 20,972 - 14,502
Cash and cash equivalents 8 275,469 739,812 498,626
Total current assets 296,441 739,812 513,128
TOTAL ASSETS 296,441 739,812 513,128
LIABILITIES
Current liabilities
Other payables 8 (82,878) (27,126) (87,281)
Total current liabilities (82,878) (27,126) (87,281)
Total Liabilities (82,878) (27,126) (87,281)
NET ASSETS 213,563 712,686 425,847
EQUITY
Share capital 7 493,000 493,000 493,000
Share premium 7 957,531 957,531 957,531
Accumulated losses (1,236,968) (737,845) (1,024,684)
Total equity 213,563 712,686 425,847
These interim financial statements were approved by the Board of Directors on
25 June 2024.
Zaccheus Peh
Non-Executive Chairman
Interim Statement of Cash Flows
6 months ended 6 months ended 12 months ended
31 March 31 March 30 September
2024 2023 2023
Unaudited Unaudited Audited
£ £ £
Cash flow from operating activities
Loss for the period (230,292) (233,132) (537,979)
Adjustments:
Share based payments 18,008 18,008 36,016
Loss for the period before changes in working capital (212,284) (215,124) (501,963)
Changes in working capital
Decrease/(increase) in prepayments (6,470) 8,524 (5,978)
Increase/(decrease) in trade and other payables (4,403) 4,873 65,028
Net cash used in operating activities (223,157) (201,727) (442,913)
Net (decrease)/increase in cash and cash equivalents (223,157) (201,727) (442,913)
Cash and cash equivalents at the beginning of period 498,626 941,539 941,539
Cash and cash equivalent at the end of the period 275,469 739,812 498,626
Interim Statement of Changes in Equity
Share Share Accumulated Total
Capital Premium Losses Equity
£ £ £ £
For period from 1 October 2022 to 30 September 2023 (audited)
As at 1 October 2022 493,000 957,531 (522,721) 927,810
Comprehensive income
Loss for the period - - (537,979) (537,979)
Transactions with owners
Share based payments - - 36,016 36,016
As at 30 September 2023 493,000 957,531 (1,024,684) 425,847
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
For period from 1 October 2023 to 31 March 2024 (unaudited)
As at 1 October 2023 493,000 957,531 (1,024,684) 425,847
Comprehensive income
Loss for the period - - (230,292) (230,292)
Transactions with owners
Share based payments - - 18,008 18,008
As at 31 March 2024 493,000 957,531 (1,236,968) 213,563
Notes to the Interim 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 interim
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 2024
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 annual financial statements. Accordingly, this report is to be
read in conjunction with the annual report for the financial year ended 30
September 2023 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 financial
year ended 30 September 2023.
The interim 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 financial statements are consistent with those followed in the
preparation of the Company's annual financial statements for the financial
year ended 30 September 2023, except for the adoption of the new standards,
interpretations and amendments to IFRSs that became effective as of 1 January
2024, although without an impact on the interim financial statements as at 31
March 2024.
Amendments to IAS 1 Presentation of Financial Statements provide guidance on
the classification of liabilities with covenants, and further clarify the
classification criteria for liabilities as either current or non-current.
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures clarify the characteristics of supplier finance arrangements and
require additional disclosure of such arrangements to understand the effects
of supplier finance arrangements on an entity's liabilities, cash flows and
exposure to liquidity risk.
Amendments to IFRS 16 Leases specify the requirements that a seller-lessee
uses in measuring the lease liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does not recognise any amount of the
gain or loss that relates to the right of use it retains.
The interim financial statements do not constitute statutory accounts as
defined in section 434 of the Companies Act 2006. The financial information
for the full year is based on the statutory accounts for the financial year
ended 30 September 2023. A copy of the statutory accounts for that year, which
were prepared in accordance with International Financial Reporting Standards
adopted for use in the United Kingdom ("UK adopted IFRS") and with the
Companies Act 2006, as applicable to companies reporting under international
accounting standards, have been delivered to the Registrar of Companies. The
auditors' report under section 495 of the Companies Act 2006 in relation to
those accounts (i) was unqualified, (ii) included a reference to a matter to
which the auditors drew attention by way of emphasis without qualifying their
report, and (iii) did not contain a statement under sections 498(2) or 498(3)
of the Companies Act 2006.
These interim condensed consolidated financial statements have been reviewed,
not audited.
2.2 Going concern
The Company had £275,469 cash as at 31 March 2024. With an expected ongoing
operational cost of £400,000 per annum, together with additional expected
costs in relation the Proposed Acquisition, the Company is likely to need to
raise further funding in the short term.
The Directors have sufficient confidence that further funds can be raised
and/or certain cost reduction measures can be implemented to continue to adopt
the going concern basis in preparing these interim financial statements.
However, the Directors have considered the above circumstances could give rise
to a material uncertainty that may cast significant doubt on the Company's
ability to continue as a going concern. The interim financial statements do
not include any adjustments that may arise in the event that the Company is
unable to complete a successful acquisition including raising adequate funds
to facilitate this, if necessary.
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 interim 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 12 months ended
31 March 31 March 30 September
2024 2023 2023
Unaudited Unaudited Audited
£ £ £
Accounting fees 766 869 1,636
Audit fees
- Current year/period 13,200 9,000 30,600
- Under provision of prior period 5,640 3,000 18,000
Non-audit fees paid to auditor 4,200 - 4,200
Directors' remunerations (Note 5) 85,508 85,784 171,016
Listing fee 50,208 68,679 127,729
Professional fees 35,820 39,879 115,936
Secretarial fees - 2,818 2,818
Other costs 34,950 23,103 66,044
230,292 233,132 537,979
5. Directors' remuneration
The Company has no employees other than the Directors.
6 months ended 31 March 2024 (Unaudited)
Directors' fees Share-based payment Total
£ £ £
Zaccheus Peh 17,500 18,008 35,508
Simon Winson Ng 12,500 - 12,500
Wong Fatt Heng 12,500 - 12,500
Wesley Gordon Lawrence 12,500 - 12,500
Timothy Mark Metcalfe 12,500 - 12,500
67,500 18,008 85,508
6 months ended 31 March 2023 (Unaudited)
Directors' fees Share-based payment Total
£ £ £
Zaccheus Peh 17,623 18,008 35,631
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 12,500 - 12,500
67,776 18,008 85,784
12 months ended 30 September 2023 (Audited)
Directors' fees Share-based payment Total
£ £ £
Zaccheus Peh 35,000 36,016 71,016
Simon Winson Ng 25,000 - 25,000
Wong Fatt Heng 25,000 - 25,000
Wesley Gordon Lawrence 25,000 - 25,000
Rachel Stella Jan Maguire 12,500 - 12,500
(Resigned on 1 April 2023)
Timothy Mark Metcalfe 12,500 - 12,500
(Appointed on 1 April 2023)
135,000 36,016 171,016
6. Loss per share
The loss per share has been calculated using the loss for the financial
year/periods and the weighted average number of ordinary shares entitled to
dividend rights which were outstanding during the financial year/periods, as
follows:
6 months ended 6 months ended 12 months ended
31 March 31 March 30 September
2024 2023 2023
Unaudited Unaudited Audited
£ £ £
Loss for the period attributable to equity holders of the Company (230,292) (233,132) (537,979)
Weighted average number of ordinary shares 49,300,000 49,300,000 49,300,000
Basic and diluted loss per Share (0.005) (0.005) (0.011)
For the financial year/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 £ £
At 30 September 2023 and 31 March 2024 49,300 493,000 957,531
*Net against share issuance costs 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 2023 and 31 March 2024, there were 20,886,000 warrants and
3,000,000 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 2024, 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
2024 2023 2023
Unaudited Unaudited Audited
£ £ £
Cash at bank 275,469 739,812 498,626
Financial liabilities
Financial liabilities measured at amortised cost comprise the following:
31 March 31 March 30 September
2024 2023 2023
Unaudited Unaudited Audited
£ £ £
Other payables and accruals 82,878 27,126 87,281
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 interim 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 exposed to minimal 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
In addition to the related party information disclosed elsewhere in the
interim financial statements, the following transactions with related parties
took place at terms agreed between the parties during the financial
year/periods:
6 months ended 6 months ended 12 months ended
31 March 31 March 30 September
2024 2023 2023
Unaudited Unaudited Audited
£ £ £
Advisory fees (including VAT) 18,000 - 18,000
For the financial period ended 31 March 2024 and the financial year ended 30
September 2023, advisory fees were paid to IFC Advisory Limited whilst Timothy
Mark Metcalfe, a director of IFC Advisory Limited, was appointed as a director
of the company from 1 April 2023.
10. Subsequent events
There have been no significant events since the end of the reporting period
that would have a material impact on the interim financial statements.
Spiritus Mundi LEI: 213800DXMLNXMLCX4Q80
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