REG - Tertre Rouge Assets - Interim Results
21/11/2023 09:00
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RNS Number : 1355U Tertre Rouge Assets PLC 21 November 2023
Tertre Rouge Assets PLC
(Company registered in England and Wales with company no. 13025749)
Interim Condensed Financial Statements for the
six-month period ended 30 September 2023
Contents
Page
Company
Information
3
Interim Management
Report
(#_TOC_250013) 4
Statement of Directors' Responsibilities
(#_TOC_250012) 5
Condensed Statement of Comprehensive
Income
(#_TOC_250004) 6
Condensed Statement of Financial
Position
(#_TOC_250003) 7
Condensed Statement of Changes in
Equity
(#_TOC_250002) 8
Condensed Statement of Cash
Flows
(#_TOC_250001) 9
Notes to the Condensed Financial
Statements
(#_TOC_250000) 10
TERTRE ROUGE ASSETS PLC
Company Information
Directors S
Schapera
A Ahrlé
M Häkkinen
D Coulthard MBE
A McNish
Secretary S
Holden
Company number 13025749
Registered office 48 Chancery
Lane
c/o Keystone Law
London WC2A 1JF
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Interim Management Report
Dear Shareholders
Tertre Rouge Assets PLC (the "Company") was formed to undertake an acquisition
of a target company or business or asset(s) that are in or otherwise focused
on or ancillary to the collectible automobile sector. This could include
physical automobile assets and/or companies, businesses or assets with
technology and/or services relevant to the collectible automobile sector.
The Company's shares were admitted to trading on the standard list of the
London Stock Exchange's main market on 13 July 2022 ("Admission"). Even though
the Company has only been publicly quoted for a relatively short period of
time, the board of directors of the Company ("Board" or "Directors", as the
context requires) has been active in executing the Company's objectives as
outlined in the prospectus published in connection with Admission.
The Company's determinations in identifying a prospective target company or
business or asset(s) in the collectible automobile sector has not been limited
to a particular geographic region except that it has avoided countries with
significant geopolitical or economic risks.
Since Admission, the Company has been actively seeking suitable acquisition
opportunities. We have reviewed several opportunities spanning businesses
operating in the collectible motorcar sector, as well as physical assets
of investment-grade collectible motorcars. Our review has confirmed the
Board's belief that this sector is a robust preserver of value.
Importantly, the Company is now in an enviable position to exploit certain
of the opportunities which it has assessed for the benefit of its
shareholders. Consequently, on 27 July 2023, the Company announced that it had
agreed heads of terms relating to certain proposed asset and share purchase
acquisitions (as outlined in Note 7 below) (together, the "Acquisitions").
This resulted in the Company requesting that its shares be suspended from 27
July 2023, pending the completion of the Acquisitions.
The Acquisitions meet our stated objective to become a global player in the
collectible automobile sector and generate an attractive rate of return for
our shareholders. A tremendous amount of work has been expended to identify
the high-quality portfolio of targets comprised within the Acquisitions
and we look forward to completing this transformative transaction and our
shares being readmitted to trading as soon as possible.
Whilst the due diligence process and transactional phase for each of the
Acquisitions is progressing well, as explained in our announcement of 9
November 2023, there can be no guarantee that either the due diligence will
not identity material previously undisclosed liabilities which results in the
Company deciding not to proceed to completion or that the Company can raise
the required level of funding to be able to successfully complete them.
I look forward to communicating with you further as events unfold.
Steven Schapera
Non-Executive Chairman
21 November 2023
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Statement of Directors' Responsibilities
The Directors are responsible for preparing the interim management report in
accordance with applicable law and regulations. The Directors confirm the
interim condensed financial information has been prepared in accordance with
International Accounting Standard 34 ('Interim Financial Reporting') as
endorsed for use in the United Kingdom.
The interim management report includes a fair review of the information
required by the Disclosure Guidance and Transparency Rules paragraphs 4.2.7 R
and 4.2.8 R, namely:
- the interim condensed financial statements, which have been prepared
in accordance with applicable accounting standards, give a true and fair view
of the assets, liabilities, financial position, and profit or loss of the
issuer as required by DTR 4.2.4R;
- an indication of important events that have occurred during the six
months ended 30 September 2023 and their impact on the condensed set of
financial information, and a description of the principal risks and
uncertainties facing our business for the remaining six months of the
financial year; and
- material related-party transactions during the six months ended 30
September 2023 and any material changes in any related-party transactions
described in the Company's prospectus dated 27 June 2022.
The Directors are listed in the interim condensed financial statements.
The Directors are responsible for the maintenance and integrity of, amongst
other things, the financial and corporate governance information pertaining to
the Company.
The interim condensed financial statements have been prepared on a going
concern basis.
The interim report was approved by the Board and authorised for issue on 21
November 2023 and signed on its behalf by:
André Ahrlé
Chief Executive Officer
21 November 2023
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Condensed Statement of Comprehensive Income
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
Notes £ £ £
CONTINUING OPERATIONS
Revenue - - -
Administrative Expenses (573,186) (235,527) (604,934)
Finance costs - - (31)
Finance Income 13,876 624 14,210
________ ________ ________
LOSS BEFORE INCOME TAX (559,310) (234,903) (590,755)
Income tax - - -
LOSS FOR THE PERIOD (559,310) (234,903) (590.755)
OTHER COMPREHENSIVE INCOME - - -
TOTAL COMPREHENSIVE LOSS (559,310) (234,903) (590,755)
FOR THE PERIOD
Deficit per share expressed 2 (10.97) (4.6) (11.58)
in pence per share:
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Condensed Statement of Financial Position
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
Notes £ £ £
ASSETS
CURRENT ASSETS
Cash and cash equivalents 404,086 1,012,793 811,254
Prepayments 3 3,000 2,218 63,132
407,086 1,015,011 874,386
TOTAL ASSETS 407,086 1,015,011 874,386
EQUITY
SHAREHOLDERS EQUITY
Called up share capital 5 204,000 204,000 204,000
Share premium 6 1,076,400 907,631 1,076,400
Warrants Reserve - 67,860 -
Retained deficit (1,150,065) (234,903) (590,755)
TOTAL EQUITY 130,335 944,588 689,645
LIABILITIES
CURRENT LIABILITIES
Other payables 4 276,751 70,423 184,741
TOTAL LIABILITIES 276,751 70,423 184,741
TOTAL EQUITY AND LIABILITIES 407,086 1,015,011 874,386
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Condensed Statement of Changes in Equity
Share Share Warrants Retained Total
Capital premium reserve deficit equity
Notes £ £ £ £ £
At 31 March 2022 204,000 1,076,400 - - 1,280,400
(unaudited)
Costs of share issue - (100,909) - - (100,909)
Issue of warrants - (67,860) 67,860 - -
Deficit for 6 months - - - (234,903) (234,903)
_______ ________ ________ ________ ________
At 30 September 2022 204,000 907,631 67,860 (234,903) 944,588
(unaudited)
Reversal - 100,909 - (100,909) -
Reversal - 67,860 (67,860) - -
Deficit for 6 months - - - (254,943) (254,943)
_______ ________ ________ ________ ________
At 31 March 2023 204,000 1,076,400 - (590,755) 689,645
(audited)
Deficit for 6 months - - - (559,310) (559,310)
_______ ________ ________ __________ ________
At 30 September 2023 204,000 1,076,400 - (1,150,065) 130,335
(unaudited) _______ ________ ________ __________ ________
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Statement of Cash Flows
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
Notes £ £ £
Cash flows from operating activities
Cash generated from operations 1 (421,044) (157,831) (372,925)
Interest paid - - (31)
Net cash from operating activities (421,044) (157,831) (372,956)
Cash flows from investing activities
Interest received 13,876 624 14,210
Net cash from investing activities 13,876 624 14,210
(Decrease)/Increase in cash and cash equivalents (407,168) (157,207) (358,746)
Cash and cash equivalents at start of period 811,254 1,170,000 1,170,000
Cash and cash equivalents at end of period 404,086 1,012,793 811,254
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED
FROM OPERATIONS
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
£ £ £
Loss before income tax (559,310) (234,903) (590,755)
Finance costs - - 31
Finance Income (13,876) (624) (14,210)
Costs of share issue charged against share premium - (100,909) -
(573,186) (336,436) (604,934)
Decrease in other receivables 60,132 108,182 47,268
Decrease in other payables 92,010 70,423 184,741
________ ________ ________
Cash generated from operations (421,044) (157,831) (372,925)
Notes to the Financial Statements
For the six-month period ended 30 September 2023
1 Notes to the interim financial statements
General information
Tertre Rouge Assets PLC (the "Company") is a public limited company
incorporated and domiciled in England and Wales. The interim condensed
financial statements are for the six months ended 30 September 2023. The
address of the Company's registered office is 48 Chancery Lane, c/o Keystone
Law, London WC2A 1JF. The interim condensed financial statements of the
Company were authorised for issue in accordance with a resolution of the
Directors on 21 November 2023.
The interim condensed financial statements do not comprise statutory accounts
within the meaning of section 434 of the Companies Act 2006 The interim
condensed financial statements have been prepared on a going concern basis.
1.1 Accounting convention
The interim financial statements are for the six months ended 30 September
2023 and have been prepared in accordance with IAS 34 'Interim Financial
Reporting'. They do not include all the information required in annual
financial statements in accordance with International Financial Reporting
Standards ("IFRS"). The financial statements have been prepared under the
historical cost convention.
1.2 Accounting policies, critical estimates,
and judgements
The accounting policies and methods of computation followed in the interim
financial statements are in accordance with those adopted for the historical
financial information included in the Company's prospectus dated 23 June 2022.
The following additional critical estimates and judgements were made in the
preparation of these interim financial statements:
Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity's accounting policies, management makes
estimates and assumptions that have an effect on the amounts recognised in the
financial information. Although these estimates are based on management's best
knowledge of current events and actions, actual results may ultimately differ
from those estimates. The directors have exercised a critical accounting
judgement in their estimate of the extent to which the anticipated costs of
the reverse take-over should be included in these interim financial statements
and this is key source of estimation uncertainty. There are no other critical
accounting judgements or key sources of estimation uncertainly relating to the
financial information of the Company.
Notes to the Financial Statements
For the six-month period ended 30 September 2022
__________________________________________________________________________________________
2 Loss per share
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
Number Number Number
Number of shares
Weighted average number of ordinary shares for 5,100,000 5,100,000 5,100,000
basic loss per share
Earnings attributable to ordinary shareholders £(559,310) £(234,903) £(590,755)
Per share amount pence: basic EPS (10.97) (4.6) (11.58)
Basic EPS is calculated by dividing the loss for the period attributable to
ordinary equity holders of the Company, by the weighted average number of
ordinary shares outstanding during the period.
Diluted EPS is calculated by dividing the loss attributable to ordinary equity
holders of the Company, by the weighted average number of ordinary shares
outstanding during the period, plus the weighted average number of ordinary
shares that would be issued on conversion of all the dilutive potential
ordinary shares into ordinary shares.
Diluted EPS is not separately calculated as the warrants would be
anti-dilutive due to the loss.
3 Prepayments
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
£ £ £
Prepaid expenses and services 3,000 2,218 63,132
4 Other payables and accruals
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
£ £ £
Other Creditors 31,697 2,400 25,908
Accrued expenses 245,054 68,023 158,833
276,751 70,423 184,741
Notes to the Financial Statements
For the six-month period ended 30 September 2023
__________________________________________________________________________________________
5 Share Capital
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
£ £ £
5,100,000 ordinary shares of £0.04 each 204,000 204,000 204,000
204,000 204,000 204,000
6 Share premium account
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
£ £ £
At beginning of period 1,076,400 1,076,400 1,076,400
Share issue costs - (100,909) (100,909)
Transfer to warrant reserve - (67,860) (67,860)
Reversals - - 100,909
- - 67,860
At end of period 1,076,400 907,631 1,076,400
7 Events after reporting date
The Company announced on 27 July 2023 that it had entered non-binding heads of
terms with several parties, to acquire:
(a) 100% of the issued share capital of The Run To Group Limited for a
cash consideration of £4.6 million;
(b) a 1952 Ferrari Formula 2 for a cash consideration of £5.2
million;
(c) a 1963 Jaguar E-Type Lightweight for a cash consideration amount
of $US7.5 million (approximately £6.1 million at the date of hereof);
(d) a 1971 Formula One Ferrari for a cash consideration of €10.6
million (approximately £9.2 million at the date hereof);
(e) a 1969 Lamborghini Miura P400 SV for a cash consideration of
€3.25 million (approximately £2.8 million at the date hereof);
(f) a 1962 Ferrari 250 GT for a cash consideration of US$8 million
(approximately £6.5 million at the date hereof); and
(g) a 1958 Mercedes-Benz 300 SL Roadster for a cash consideration of
€1.5 million (approximately £1.3 million at the date hereof),
((b) through (g) together, the "Cars"),
subject to legal, financial and other due diligence and entry into, in the
case of The Run To Group Limited, a legally binding share purchase agreement
and, in the case of the Cars, several legally binding asset purchase
agreements.
As further announced on 9 November 2023, the Company has subsequently entered
into purchase agreements with the relevant vendors for the Cars (other than
the Car listed in (e) above). Completion of each purchase agreement, and the
acquisition of the Cars in accordance with the respective terms of each
agreement, is conditional on the readmission of the Company's enlarged issued
share capital to trading on the London Stock Exchange's Main Market for listed
securities ("Readmission"). The acquisition of the Cars is not interdependent.
As no binding agreements have yet been reached, either in relation to The Run
To Group Limited or the Car listed in (e) above, and given that each
acquisition is or will be conditional on Readmission, and the fundraising to
be completed concurrent therewith (as set out in the announcement dated 27
July 2023), the Company cannot guarantee that the proposed acquisitions (or
any part of them) will complete.
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