Codex Acquisitions - Half-year Report
16/09/2024 11:44
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RNS Number : 3558E Codex Acquisitions PLC 16 September 2024
16 September 2024
Codex Acquisitions plc
("Codex" or the "Company")
Unaudited Half-Year Results for the Six Months Ended 30 June 2024
Codex Acquisitions plc (LON:CODX) announces its unaudited interim results for
the six months to 30 June 2024.
- Ends -
For further information please contact:
Codex Acquisitions plc Julio Perez
info@codexplc.com
About Codex Acquisitions plc
Codex Acquisitions plc ("Codex" or the "Company") is a special purpose
acquisition company (SPAC) seeking suitable acquisition targets in the clean
and renewable energy sector.
In pursuance of that strategy the Company announced in December 2023, that it
entered into non-binding heads of terms (as amended in June 2024) to acquire
the entire issued share capital of Technologies New Energy S.A. ("TNE"), a
sociedade anónima incorporated in Portugal operating in the renewable energy
sector.
This Proposed Acquisition is expected to constitute a reverse takeover
transaction and any consideration for the Acquisition to be wholly share-based
via the issuance of new ordinary shares of nominal value 10 pence each in the
capital of the Company ("Ordinary Shares") (the "Proposed Acquisition").
For further information on the Company, please visit www.codexplc.com
(https://protect-us.mimecast.com/s/fw8MCW6qVZI5z9N1VTxMbwr?domain=codexplc.com)
.
Forward-looking statements
Certain statements in this announcement constitute ''forward-looking
statements''. Forward-looking statements include statements concerning the
plans, objectives, goals, strategies and future operations and performance of
the Company and the assumptions underlying these forward-looking statements.
The Company uses the words ''anticipates'', ''estimates'', ''expects'',
''believes'', ''intends'', ''plans'', ''may'', ''will'', ''should'', and any
similar expressions to identify forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the Company's actual results,
performances or achievements to be materially different from any future
results, performances or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this announcement. The
Company is not obliged, and does not intend, to update or to revise any
forward-looking statements, whether as a result of new information, future
events or otherwise except to the extent required by any applicable law or
regulation. All subsequent written or oral forward-looking statements
attributable to the Company, or persons acting on behalf of the Company, are
expressly qualified in their entirety by the cautionary statements contained
throughout this announcement. As a result of these risks, uncertainties and
assumptions, a prospective investor should not place undue reliance on these
forward-looking statements.
CHAIRMAN'S STATEMENT
I am pleased to announce the Company's interim results for the period ended 30
June 2024.
Financial review
The Company incurred a loss of £84,000 in the period (£29,000 for period
ended 30 June 2023). The majority of this comprises of expenditure relating to
maintaining the Company's listing on the standard segment of the Official List
of the Financial Conduct Authority, which transitioned to the Equity Shares
(Transition) category on 29 July 2024, and to trading on the main market for
listed securities of London Stock Exchange plc.
The Company had a cash position of £440,000 as at 30 June 2024 (£604,000 at
30 June 2023). The Company had a basic loss per share of 0.986 pence.
Outlook
Codex is now focusing on completing the Proposed Acquisition with TNE, which
is expected to ultimately lead to a reverse takeover to complete our mission
as an investment company and the start of TNE's future as a listed company.
On behalf of the board of directors of the Company (the "Board" or
"Directors"), I would like to take this opportunity to thank our staff and
advisers for their hard work as well as our shareholders for their continued
support.
We look forward to updating shareholders on our progress in due course.
James Lawson-Brown
Chairman
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM
REPORT AND CONDENSED FINANCIAL STATEMENTS
The Directors, being James Lawson-Brown, Julio Perez and Kate Osborne (all
statutory non-executive), confirm that the condensed interim financial
information has been prepared in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', as adopted by the UK and that the
Interim Report includes a fair review of the information required by DTR
4.2.7R and DTR 4.2.8R, namely: an indication of important events that have
occurred during the period and their impact on the condensed interim financial
information, and a description of the principal risks and uncertainties for
the remaining six months of the financial year; and material related-party
transactions in the period.
By order of the Board
Julio Perez
Director
STATEMENT OF COMPREHENSIVE INCOME
6 months ended 30 June 6 months ended to 30 June
Notes 2024 2023
(Unaudited) (Unaudited)
£ £
Administrative expenses 5 (83,845) (29,352)
Finance costs - -
Loss before taxation (83,845) (29,352)
Income tax expense - -
Loss for the period attributable to equity holders of the parent company (83,845) (29,352)
Total comprehensive loss for the period (83,845) (29,352)
Earnings per share
Earnings per share attributable to the equity holders (pence) (0.009) (0.003)
STATEMENT OF FINANCIAL POSITION
At 30 At 30
June June
2024 2023
(Unaudited) (Unaudited)
Notes £ £
CURRENT ASSETS
Trade and other receivables 40,587 -
Cash and cash equivalents 439,873 604,751
TOTAL ASSETS 480,460 604,751
CURRENT LIABILITIES
Trade and other payables 32,465 51,540
TOTAL LIABILITIES 32,465 51,540
NET ASSETS 447,995 553,211
EQUITY
Share capital 4 850,000 850,000
Retained deficit (402,005) (296,789)
TOTAL EQUITY 447,995 553,211
The statement of changes in equity of the Company for the period ended 30 June
2024 is stated below:
STATEMENT OF CHANGES IN EQUITY
Share capital Accumulated
losses Total
£ £ £
At 01 January 2023 (unaudited) 850,000 (267,437) 643,556
Total comprehensive loss for the period - (29,352) (29,352)
Balance at 30 June 2023 (unaudited) 850,000 (296,789) 553,211
At 01 January 2024 (unaudited) 850,000 (318,160) 531,840
Total comprehensive loss for the period - (83,845) (83,845)
Balance at 30 June 2024 (unaudited) 850,000 (402,005) 447,995
For the period ended to 30 June 2024
STATEMENT OF CASH FLOWS
Period ended 30 June Period ended 30 June
Notes 2024 2023
£ £
Cash flow from operating activities
Loss for the period (83,845) (29,352)
Adjustments for:
Decrease in trade and other receivables (1,128) -
Increase in trade and other payables (13,117) 7,142
Net cash outflow from operating activities (98,090) (22,210)
Cash flow from financing activities
Proceeds on the issue of shares - -
Net cash inflow from financing activities - -
Net Increase in cash and cash equivalents (98,090) (22,210)
Cash and cash equivalents at the beginning of the period 537,963 626,961
Cash and cash equivalents at the end of the period 439,873 604,751
NOTES TO THE COMPANY FINANCIAL INFORMATION
1. General information and basis of preparation
The principal activity of the Company is to identify potential companies,
businesses or asset(s) in the clean and renewable energy sector that will
increase shareholder value. As part of its acquisition strategy the Company
announced in December 2023, that it entered into non-binding heads of terms
(as amended in June 2024) to acquire the entire issued share capital of TNE -
Technologies New Energy S.A. ("TNE"), a sociedade anónima incorporated in
Portugal operating in the renewable energy sector.
The Company is domiciled in the United Kingdom and incorporated and registered
in England and Wales as a public limited company. The Company's registered
office is 9(th) Floor, 107 Cheapside, London EC2V 6DN, United Kingdom. The
Company's registered number is 13672588.
2. Accounting policies
Basis of preparation
The Financial Statements of the Company have been prepared in accordance with
UK-adopted international accounting standards. The Financial Statements have
been prepared under the historical cost convention unless otherwise stated.
The Financial Statements are prepared in pounds Sterling and presented to the
nearest pound.
The preparation of the Company financial statements in conformity with
UK-adopted international accounting standards requires the use of certain
critical accounting estimates. It also requires the Directors to exercise
their judgment in the process of applying the Company's accounting policies.
In the opinion of the management, the interim unaudited financial information
includes all adjustments considered necessary for fair and consistent
presentation of this financial information.
Going concern
The Company financial statements have been prepared on a going concern basis
as the Directors have assessed the Company's ability to continue in
operational existence for the foreseeable future. The operations are currently
being financed by issuances of new equity. The Company is reliant on the
continuing support from its shareholders and the expected support of future
shareholders. The Company financial statements do not include the adjustments
that would result if the Company were not to continue as a going concern.
2. Segmental analysis
In the opinion of the Directors, the Company is primarily organised into a
single operating segment. This is consistent with the Company's internal
reporting to the chief operating decision maker. Separate segmental
disclosures have therefore not been included.
3. Loss per share
Basic loss per share is based on the net loss for the period of £83,845
attributable to equity holders related to the weighted average number of
ordinary shares in issue during the period of 8,500,000.
The following reflects the loss and share data used in the basic loss per
share computations:
For six months ended
30 June 2024
Unaudited
Loss after tax (£) (83,845)
Number of ordinary shares of £0.10 in issue 8,500,000
Loss per share - basic (pence) (0.009)
4. Share capital
Issued equity share capital
For six months ended
30 June 2024
Unaudited
Number £
Issued and fully paid
Ordinary shares of £0.10 each 8,500,000 850,000
The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital. As at 30 June 2023, the Company's issued and outstanding capital structure comprised 8,500,000 shares of nominal value 10 pence each and there were no other securities in issue and outstanding.
5. Administrative expenses
For the period ended
30 June
2024
Unaudited
£
This is stated after charging:
Auditor's remuneration
-audit of the Company 2,000
-non-audit services -
Accounting Fees 25,000
Legal, professional and consultancy fees 50,993
Other expenses 5,852
6. Post balance sheet events
There were no significant events subsequent to the balance sheet date.
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