Final Results
26/07/2022 07:00
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RNS Number : 6651T TMT Acquisition PLC 26 July 2022
TMT Acquisition plc
("TMT Acquisition," or the "Company")
Results for the period 25 March 2021 to 31 March 2022
TMT Acquisition, (LSE: TMTA), the investment business established to pursue
opportunities in the technology, media and telecom sector, today announces its
results for the period from 25 March 2021 to 31 March 2022.
Financial Highlights
· Net cash as at 31 March 2022 of £4,804,060
· Net assets as at 31 March 2022 of £4,777,275
· Operating loss and loss before tax of £0.1 million
· Basic and diluted loss per share of £0.01
Other Highlights
· Admitted to listing on the Standard Segment of the Official List
on 11 October 2021
· Raised gross proceeds of £5 million as part of Admission to the
Standard List by placing 25,000,000 ordinary shares at 20p per share
Harry Hyman, Chairman of TMT Acquisition, commented:
"During the year, we successfully completed our Admission to listing on the
Standard List; raising £5 million, to pursue our acquisition
strategy.
"Whilst we have maintained our commitment to prudent cost control, we have
been actively searching for acquisition targets and continue to assess a
number of potential opportunities. We are targeting businesses within the
TMT sector focusing on both disruptive digitally enabled media and technology
businesses. The recent resets of pricing in technology stocks in our view
works to the company's advantage
"On behalf of the Board, I would like to thank all our shareholders for their
continued support, and we look forward to updating the market on our
progress."
For further information please contact:
TMT Acquisition plc via Vox Markets
Harry Hyman
Dowgate Capital Limited - Financial Adviser and Broker +44 (0)20 3903 7715
David Poutney / Nicholas Chambers
Vox Markets - Investor Relations
Kat Perez TMTAcquisition@voxmarkets.co.uk
This announcement contains inside information as stipulated under the UK
version of the Market Abuse Regulation No 596/2014 which is part of English
Law by virtue of the European (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement, this inside information is now considered to
be in the public domain.
Chairman's Statement
During the period, we successfully completed our Admission to listing on the
Standard List; raising £5 million, to pursue our acquisition strategy.
Whilst we have maintained our commitment to prudent cost control, we have been
actively searching for acquisition targets and continue to assess a number of
potential opportunities. We are targeting businesses within the TMT sector
focusing on both disruptive digitally enabled media and technology
businesses. The recent resets of pricing in technology stocks in our view
works to the company's advantage.
On behalf of the Board, I would like to thank all our shareholders for their
continued support, and we look forward to updating the market on our progress.
Financial and other highlights during the period are detailed below.
Financial Highlights
· Net cash as at 31 March 2022 of £4,804,060
· Net assets as at 31 March 2022 of £4,777,275
· Operating loss and loss before tax of £0.1 million
· Basic and diluted loss per share of £0.01
Other Highlights
· Admitted to listing on the Standard Segment of the Official List
("Standard List") on 11 October 2011
· Raised gross proceeds of £5 million as part of Admission to the
Standard List by placing 25,000,000 at 20p per share
Strategic Report
The Directors present the Strategic Report of the Company for the period from
25 March 2021 to 31 March 2022.
Review of Business in the Period
Operational Review
The Company was incorporated in England and Wales on 25 March 2021 as a public
limited company under the Companies Act with registered number 13292061. On
incorporation, the Company issued 2 ordinary shares at nominal value of 4
pence per share. On 13 May 2021, the Company issued 2,499,998 ordinary shares
at nominal value of 4 pence per share.
Upon Admission on 11 October 2021, the Company issued 27,500,000 Ordinary
Shares at 20 pence per share and all ordinary shares were admitted by the FCA
to a Standard Listing on the Official List in accordance with Chapter 14 of
the Listing Rules and to trading on the Main Market of the London Stock
Exchange (LSE).
Strategy
The company has been formed to acquire businesses in the technology, media,
and telecom ("TMT") sector. The Company intends to consider opportunities
within the TMT sector focusing on disruptive digitally enabled media and
technology businesses with an initial focus in the financial services and
other regulated sectors. The Directors are in charge of carrying out the
Company's objectives, implementing its acquisition policy and financing and
business strategies, as well as managing the Company as a whole. The Board
shall examine and make decisions about all acquisitions, divestitures, and
other strategic matters.
The Board provides leadership within a framework of prudent and effective
controls. The Board establishes 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. Prior to an acquisition, the Company
will not have any full-time employees.
Financial review
Results for the period from 25 March 2021 to 31 March 2022
The Company incurred a loss for the period ended 31 March 2022 of £101,532.
The loss for the period results from the on-going administrative expenses
required to operate the Company.
Cash flow
Net cash inflow for the period was £4,804,060. This includes gross proceeds
of £5,100,000 for the issue of 27,500,000 ordinary shares, costs specifically
incurred on the issue of shares of £221,193 charged to share premium, and net
operating cash outflows of £74,747 for ongoing costs.
As at 31 March 2022, the Company held £4,804,060 of cash.
Statement of Comprehensive Income
31 March 2022
£
Note
Continuing operations
Administrative expenses 5 (101,532)
Operating loss and loss before tax (101,532)
Taxation 6 -
Total comprehensive loss for the period attributable to the equity owners (101,532)
Loss per share
Basic and diluted (pence per share) 7 (0.01)
The above results were derived from continuing operations.
Statement of Financial Position
Company Number: 13292061 As at
31 March 2022
Note £
ASSETS
Current assets
Trade and other receivables 8 6,563
Cash and cash equivalents 9 4,804,060
Total current assets 4,810,623
Total assets 4,810,623
LIABILITIES
Current liabilities
Trade and other payables 10 33,348
Total current liabilities 33,348
Total liabilities 33,348
NET ASSETS 4,777,275
EQUITY
Share capital 11 1,100,000
Share premium 11 3,778,807
Accumulated losses 12 (101,532)
Total equity 4,777,275
Statement of Changes in Equity
Share Capital Share Premium Accumulated Losses Total Equity
£ £ £ £
As at 25 March 2021 - - - -
Comprehensive income
Loss for the period - - (101,532) (101,532)
Transactions with owners
Issue of ordinary shares 1,100,000 4,000,000 - 5,100,000
Cost to issue shares - (221,193) - (221,193)
As at 31 March 2022 1,100,000 3,778,807 (101,532) 4,777,275
Statement of Cash Flows
31 March 2022
Note £
Cash flow from operating activities
Operating loss (101,532)
Cash outflow from operating activities (101,532)
Changes in working capital
Increase in trade and other receivables 8 (6,563)
Increase in trade and other payables 10 33,348
Net cash used in operating activities (74,747)
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs 4,878,807
Net cash generated from financing activities 4,878,807
Net increase in cash and cash equivalents 4,804,060
Cash and cash equivalents at the beginning of the period -
Cash and cash equivalents at the end of the period 4,804,060
The financial statements were approved by the Board of Directors and
authorised for issue on 25 July 2022.
Harry Hyman
Non-Executive Chairman
Notes to the Financial Statements
1. Company information
TMT Acquisition Plc (the "Company") is a public company listed on the London
Stock Exchange in England and Wales. The Company is domiciled in England and
its registered office is 15 Fetter Lane, London, EC4A 1BW.
The principal activity of the Company is that of identifying and acquiring
investment projects.
This was the Company's first period of operations and the accounting period
runs from incorporation on 25 March 2021 to 31 March 2022. Therefore, no
comparative figures have been presented.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these
financial statements are set out below. The policies have been consistently
applied to all the years presented, unless otherwise stated.
2.1 Basis of preparation
These financial statements of the Company have been prepared on a going
concern basis in accordance with UK-adopted International Accounting Standards
(IFRS).
Measurement bases
The financial statements have been prepared under the historical cost
convention. 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 IFRS requires
the use of certain critical accounting estimates and management judgements in
applying the accounting policies. The significant estimates and judgements
that have been made and their effect is disclosed in note 3.
2.2 Going concern
The Company had £4,804,060 cash as at 31 March 2022 and ongoing operational
costs of c.£95,000 per annum providing 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.
2.3 Functional and presentation currency
The financial information is presented in the functional currency, pounds
sterling ("£") except where otherwise indicated.
2.4 New standards, amendments and interpretations
New standards, interpretations and amendments
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Company has decided not to adopt early.
The following amendments are effective for periods beginning on or after 1
January 2022:
- Onerous Contracts - Cost of Fulfilling a Contract (Amendments to
IAS 37);
- Property, Plant and Equipment: Proceeds before Intended Use
(Amendments to IAS 16);
- Annual Improvements to IFRS Standards 2018-2020 (Amendments to
IFRS 1, IFRS 9, IFRS 16 and IAS 41); and
- References to Conceptual Framework (Amendments to IFRS 3).
The following amendments are effective for periods beginning on or after 1
January 2023:
- Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2);
- Definition of Accounting Estimates (Amendments to IAS 8); and
- Deferred Tax Related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12).
The Company is currently assessing the impact of these new accounting
standards and amendments.
2.5 Segment reporting
Identifying and acquiring investment projects is the only activity the Company
is involved in and is therefore considered as the only operating segment.
The financial information therefore of the single segment is the same as that
set out in the Statement of Comprehensive Income, Statement of Financial
Position, Statement of Changes in Equity and the Statement of Cash Flows.
2.6 Financial assets
Classification
The Company classifies all its financial assets at amortised cost. Financial
assets do not comprise prepayments. Management determines the classification
of its financial assets at initial recognition.
Amortised cost
The Company's financial assets held at amortised cost comprise solely of cash
and cash equivalents in the statement of financial position.
The cash and cash equivalents in the statement of financial position is
entirely made up of deposits held with Lloyds Bank Plc, a counterparty with
independent credit ratings of a minimum of A-.
2.7 Financial Liabilities
The Company classifies its financial liabilities in the category of financial
liabilities at amortised cost. All financial liabilities are recognised in the
statement of financial position when the Company becomes a party to the
contractual provision of the instrument. Trade and other payables are included
in this category.
Trade and other payables
Trade and other payables are initially recognised at fair value and
subsequently measured at amortised cost using the effective interest rate
method. Accounts payable are classified as current liabilities if payment is
due within one year or less. If not, they are presented as non-current
liabilities.
2.8 Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the Company after deducting all of its liabilities. Equity
instruments issued by the Company are recorded at the proceeds received net of
direct issue costs.
Ordinary shares are classified as equity.
- The share capital account represents the nominal value of the shares
issued.
- The share premium account represents premiums received on the
initial issuing of the share capital. Incremental costs directly attributable
to the issue of new shares are shown in share premium as a deduction from the
proceeds, net of tax.
- Accumulated losses include all current period results as disclosed
in the Statement of Comprehensive Income.
2.9 Income tax
Income tax for the period presented comprises current and deferred tax. Income
tax is recognised in profit or loss except to the extent that it relates to
items recognised directly in equity, in which case it is recognised in equity
Deferred income tax is recognised on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts.
3. Significant judgements and estimates
The preparation of the Company's financial statements under IFRS requires the
Directors to make estimates and assumptions that affect the reported amounts
of assets and liabilities at the statement of financial position date, amounts
reported for revenues and expenses during the period, and the disclosure of
contingent liabilities, at the reporting date.
Estimates and judgements are continually evaluated and are based on historical
experiences and other factors, including expectations of future events that
are believed to be reasonable under the circumstances.
The Directors consider that there are no critical accounting judgements or
estimates relating to the financial information of the Company.
4. Loss before income tax
The loss before income tax is stated after charging:
31 March 2022
£
Fees payable to the Company's auditors - audit of the Company's annual 18,000
accounts
Fees payable to the Reporting Accountant 9,000
5. Analysis of expenses by nature
The breakdown by nature of administrative expenses is as follows:
31 March 2022
£
Accounting fees 40,656
Audit fees 18,000
Professional fees 41,138
Other costs 1,738
Total administrative expenses 101,532
6. Taxation
31 March 2022
£
Analysis of charge in period
Loss before tax on continuing operations (101,532)
Tax at the UK corporation tax rate of 19% (19,291)
Tax losses carried forward 19,291
Tax charge for the period -
The standard rate of corporation tax applicable for the period was 19 per
cent.
The Company has tax losses carried forward of £Nil. The Directors believe
that it would not be prudent to recognise any deferred tax assets before such
time as the Company generates taxable income.
7. 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:
31 March 2022
£
Loss for the period attributable to equity holders of the Company (101,532)
Weighted average number of ordinary shares 13,692,724
Loss per share (0.01)
8. Trade and other receivables
31 March 2022
£
Amounts falling due within one year:
Prepayments 6,563
6,563
It is the Company's policy to assess receivables for recoverability based on
historical data available to management in addition to forward looking
information utilising managements knowledge. The Directors consider that the
carrying amount of trade and other receivables is approximately equal to their
value.
9. Cash and cash equivalents
31 March
2022
£
Cash at bank 4,804,060
4,804,060
10. Trade and other payables
31 March 2022
£
Amounts falling due in one year:
Trade payables 6,348
Accruals 27,000
33,348
Share capital
Number of Shares Share Capital Share premium £
£
Issued and fully paid Ordinary shares of 4p each 27,500,000 1,100,000 3,778,807
At 31 March 2022 27,500,000 1,100,000 3,778,807
The Company was incorporated on 25 March 2021. On incorporation, 2 ordinary
shares with par value of 4p per share were issued at par.
On 13 May 2021, the Company allotted and issued 2,499,998 new ordinary shares
at par value for an aggregate cash consideration of £100,000.
On 11 October 2021, the Company allotted and issued 25,000,000 new ordinary
shares of 4p at a price of 20p for an aggregate cash consideration of
£5,000,000.
Voting rights
The holders of ordinary shares are entitled to one voting right per share.
Dividends
The holders of ordinary shares are entitled to dividends out of the profits of
the Company available for distribution.
11. Reserves
Share premium
Includes all premiums in excess of the nominal value of shares received on
issue of share capital less any costs that are directly attributable to the
issue of the shares.
Accumulated losses
Includes all losses incurred in the period.
12. Financial instruments
Financial assets
Financial assets measured at amortised cost comprise cash and cash
equivalents, as follows:
31 March 2022
£
Cash at bank 4,804,060
4,804,060
Financial liabilities
Financial liabilities measured at amortised cost comprise trade and other
payables, as follows:
31 March
2022
£
Trade payables 6,348
Accruals 27,000
33,348
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 the Board of Directors. The Company uses
financial instruments to provide flexibility regarding its working capital
requirements and to enable it to manage specific financial risks 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 (note 2). Controls over expenditure are carefully managed in order
to maintain its cash reserves whilst it targets a suitable transaction.
Financial liabilities are all due within one year.
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.
Capital risk management
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. In order to maintain or
adjust the capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders or issue new shares.
Currency risk
The Company is not exposed to any currency risk at present.
13. Related party transactions
The related parties are considered to be the Directors who each have shares in
the Company. The Directors received no remuneration during the period and
there were no other transactions with Directors.
14. Ultimate controlling party
The Company has no ultimate controlling party.
15. Subsequent events
There have been no significant events subsequent to the period end.
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