Final Results
14/07/2023 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230714:nRSN9880Fa&default-theme=true
RNS Number : 9880F TMT Acquisition PLC 14 July 2023
TMT Acquisition plc
("TMT Acquisition," or the "Company")
Results for the year ended 31 March 2023
TMT Acquisition, (LSE: TMTA), the investment business established to pursue
opportunities in the technology, media and telecom sector, today announces its
results for the year ended 31 March 2023.
Financial Highlights
· Net cash and financial assets as at 31 March 2023 of £ 4,749,604
(2022: net cash of £4,804,060)
· Net assets as at 31 March 2023 of £4,717,188 (2022: £4,777,275)
· Operating loss and loss before tax of £60,087 (2022: £101,532)
· Basic and diluted loss per share of 0.22 pence (2022: 0.74 pence)
Harry Hyman, Chairman of TMT Acquisition, commented:
"We are proactively engaged with suitable targets and have identified at least
one opportunity. We have been engaged with businesses within the TMT sector
that are both disruptive digitally enabled media and technology businesses in
the financial services and regulated sectors."
"When assessing these opportunities, we have been focused on attractive
revenue growth and a clear pathway to high quality earnings."
Results for year ended 31 March 2023
Excerpts from the report and audited financial statements of the Company for
the year ended 31 March 2023 are set out below.
For further information please contact:
TMT Acquisition plc via focusIR
Harry Hyman
Dowgate Capital Limited - Financial Adviser and Broker +44 (0)20 3903 7715
David Poutney / Nicholas Chambers
focusIR Investor Relations kat.perez@focusir.com
Kat Perez
Chairman's Statement
We are proactively engaged with suitable targets and have identified at least
one opportunity. We have been engaged with businesses within the TMT sector
that are both disruptive digitally enabled media and technology businesses in
the financial services and regulated sectors.
When assessing these opportunities, we have been focused on attractive
revenue growth and a clear pathway to high quality earnings. In addition,
and as detailed in the prospectus at the time of listing, the range of
characteristics for the target company, include:
· Management's track record of creating shareholder value;
· Management's deep industry knowledge and relationships;
· Long term growth prospects and attractive competitive dynamics;
· Leading market positions;
· Quality of earning, including recurring/repeat revenue streams,
operational leverage and ability to generate strong free cash flow; and
· Key market criteria to include but not limited to opportunities for
value accretive acquisitions to create end-to-end solutions; acceleration in
growth from new products and services or new markets; and accelerating the
execution of their go-to-market strategy.
On behalf of the Board, I would like to thank all our shareholders for their
continued support. We have identified at least one acquisition opportunity and
look forward to updating the market in due course.
Financial highlights during the year are detailed below.
Financial Highlights
· Net cash and financial assets as at 31 March 2023 of £4,749,604
(2022: net cash of £4,804,060)
· Net assets as at 31 March 2023 of £4,717,188 (2022: £4,777,275)
· Operating loss and loss before tax of £60,087 (2022: £101,532)
· Basic and diluted loss per share of 0.22 pence (2022: 0.74 pence)
Strategic Report
The Directors present the Strategic Report of the Company for the year ended
31 March 2023.
Review of business in the year
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 25,000,000 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 year ended 31 March 2023
The Company incurred a loss for the year ended 31 March 2023 of £60,087
(2022: £101,532). The loss for the year results from the on-going
administrative expenses required to operate the Company.
Cash flow
Following the decision to move cash into near cash instruments net cash
outflow for the year end was £4,337,511 (net cash inflow in 2022:
£4,804,060). This includes net operating cash outflows of £89,286 for
ongoing costs and net cash generated from investing activities of £1,775.
In December 2022, the company deposited £4,250,000 in a fixed term deposit
account with Lloyds Bank Plc. The account bears interest of 2.5% per annum.
This has been accounted for as a financial asset at amortised cost under IFRS
9, and no impairment to the carrying amount is recognised.
The duration for which the deposit is held, and interest accumulated is 6
months from commencement. At which time the interest accrued over the period
will be paid along with the repayment of the initial deposit. At 31 March
2023, fixed term deposits include £33,055 of accrued interest (2022: £Nil).
As at 31 March 2023, the Company held £466,549 of cash and cash equivalents
(2022: £4,804,060).
Principal risks and uncertainties
The Company operates in an uncertain environment and is subject to a number of
risk factors. The Directors consider the following risk factors are of
particular relevance to the Company's activities although it should be noted
that this list is not exhaustive and that other risk factors not presently
known or currently deemed immaterial may apply. Where possible, processes are
in place to monitor and mitigate such risks.
Unproven business model
The Company is a newly formed entity with no operating history and although a
number of potential acquisition opportunities are being considered none of
these are in substantive negotiations and there is a risk that no acquisitions
are completed or that acquisitions are completed which do not create value for
shareholders.
The Company relies on the experience and talent of its management and advisers
The Company is dependent on the Directors to identify potential acquisition
opportunities and to execute an acquisition and the loss of the services of
the Directors could materially adversely affect the Company's strategy or
ability to deliver upon it in a timely manner or at all.
The Company is unable to complete any acquisitions
The Company may be unable to complete an acquisition in a timely manner or at
all or to fund the operations of the target business if it does not obtain
additional funding following completion of an acquisition.
Acquiring less than controlling interests
The Company may acquire either less than whole voting control of, or less than
a controlling equity interest in a target, which may limit the Company's
operational strategies and reduce its ability to enhance shareholder value.
Strategy
The Company currently has no assets producing positive cash flow and its
ultimate success will depend on the Directors' ability to implement the
strategy outlined in its Prospectus, generate cash flow from the Company's
potential investments, and access equity and debt financing markets as the
Company grows and develops. Whilst the Directors are optimistic about the
Company's prospects, there is no certainty that anticipated outcomes and
sustainable revenue streams will be achieved.
Raising finance
The Company may need to raise substantial additional capital in the future to
fund any acquisition and future revenues, taxes, capital expenditures and
operating expenses will all be factors which will have an impact on the amount
of additional capital required. Any additional equity financing may be
dilutive to Shareholders and debt financing, while widely available, may
involve restrictions on financing and operating activities.
The Company may be subject to changes in regulation affecting the TMT sector
The technology industry that the Company is focused on has a highly regulated
environment that is subject to regular change and upon a successful
acquisition, the Company will have to ensure its compliance with the required
regulation and compliance with respect to its operations.
Statement of Comprehensive Income
Year ended 31 March 2023 Period ended 31 March 2022
£ £
Note
Continuing operations
Administrative expenses 5 (94,917) (101,532)
Operating loss and loss before tax (94,917) (101,532)
Finance income 6 34,830 -
Loss before tax 4 (60,087) (101,532)
Taxation 7 - -
Total comprehensive loss for the year/period attributable to the equity owners (60,087) (101,532)
Loss per share
Basic and diluted (pence per share) 8 (0.22) (0.74)
The above results were derived from continuing operations.
Statement of Financial Position
Company Number: 13292061 As at As at
31 March 2023 31 March 2022
Note £ £
ASSETS
Current assets
Trade and other receivables 9 9,000 6,563
Financial assets at amortised cost 10 4,283,055 -
Cash and cash equivalents 11,15 466,549 4,804,060
Total current assets 4,758,604 4,810,623
Total assets 4,758,604 4,810,623
LIABILITIES
Current liabilities
Trade and other payables 12 41,416 33,348
Total current liabilities 41,416 33,348
Total liabilities 41,416 33,348
NET ASSETS 4,717,188 4,777,275
EQUITY
Share capital 13 1,100,000 1,100,000
Share premium 13 3,778,807 3,778,807
Accumulated losses 14 (161,619) (101,532)
Total equity 4,717,188 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 and 01 April 2022 1,100,000 3,778,807 (101,532) 4,777,275
Comprehensive income
Loss for the year - - (60,087) (60,087)
As at 31 March 2023 1,100,000 3,778,807 (161,619) 4,717,188
Statement of Cashflows
Year ended Period ended 31 March
31 March 2022
2023
Note £ £
Cash flow from operating activities
Operating loss (60,087) (101,532)
Adjustments for non-cash/non-operating items:
Finance income 6 (34,830) -
Cash outflow from operating activities (94,917) (101,532)
Changes in working capital
Increase in trade and other receivables 9 (2,438) (6,563)
Increase in trade and other payables 12 8,068 33,348
Net cash used in operating activities (89,286) (74,747)
Cash flow from investing activities
Interest received 6 1,775 -
Investment in financial assets at amortised cost 10 (4,250,000) -
Net cash generated from investing activities (4,248,225) -
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs - 5,100,000
Share issue costs - (221,193)
Net cash generated from financing activities - 4,878,807
Net (decrease)/increase in cash and cash equivalents (4,337,511) 4,804,060
Cash and cash equivalents at the beginning of the year/period 4,804,060 -
Cash and cash equivalents at the end of the year/period 11 466,549 4,804,060
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.
The comparative financial statements consist of the period from incorporation
on 25 March 2021 to 31 March 2022.
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 periods 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 £466,549 in cash and £4,283,055 in fixed term deposits
maturing within 3 months as at 31 March 2023 (2022: cash of £4,804,060) and
ongoing operational costs of c.£100,000 per annum, providing significant
headroom to fund costs associated with evaluating acquisitions and
investments, including due diligence. In the year, the Company deposited the
majority of its cash reserves into a fixed term deposit account generating
interest income which offsets the ongoing operational costs, allowing the
Company to maintain its cash position until an investment opportunity is
identified. 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.
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 UK Endorsement Board (UKEB) 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 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 following amendments are effective for the period beginning 1 January
2024:
- IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback)
- IAS 1 Presentation of Financial Statements (Amendment - Classification
of Liabilities as Current or Non-current)
- IAS 1 Presentation of Financial Statements (Amendment - Non-current
Liabilities with Covenants)
The Company does not expect any of the amendments issued by the UKEB, but not
yet effective, to have a material impact on the Company.
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 Finance income
Finance income comprises interest income and accrued interest on bank
deposits. Interest income is recognised in the profit and loss at the point at
which the company becomes entitled to it. Accrued interest is recognised at
regular intervals over the product lifecycle in line with the product interest
rate.
2.7 Financial assets
Classification
The Company classifies all its financial assets at amortised cost. Management
determines the classification of its financial assets at initial recognition.
Amortised cost
The Company's financial assets held at amortised cost comprise cash and cash
equivalents and fixed term deposits 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-. Cash and cash equivalents are
recognised as all accounts held to meet short term cash commitments with up to
3 months maturity at inception.
Fixed term deposits in the statement of financial position is entirely made up
of deposits held directly with Lloyds Bank Plc with a maturity of more than 3
months at inception.
2.8 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.
2.9 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 year results as disclosed in
the Statement of Comprehensive Income.
2.10 Income tax
Income tax for the year 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 year, 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:
Year ended 31 March 2023 Period ended
31 March 2022
£ £
Fees payable to the Company's auditors - audit of the Company's annual 27,000 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:
Year ended 31 March 2023 Period ended
31 March 2022
£ £
Accounting fees 18,764 40,656
Audit fees 27,000 18,000
Professional fees 44,498 41,138
Other costs 4,656 1,738
Total administrative expenses 94,917 101,532
6. Finance income
Year ended 31 March 2023 Period ended
31 March 2022
£ £
Bank interest received 1,775 -
Accrued interest on short term deposits 33,055 -
34,830 -
7. Taxation
Year ended 31 March 2023 Period ended
£ 31 March 2022
£
Analysis of charge in year/period
Loss before tax on continuing operations (60,087) (101,532)
Tax at the UK corporation tax rate of 19% (2022: 19%) (11,416) (19,291)
Tax losses carried forward 11,416 19,291
Tax charge for the year/period - -
The standard rate of corporation tax applicable for the year was 19 per cent
(period ended 31 March 2022: 19 per cent)
The Company has tax losses carried forward of £161,619 (31 March 2022:
£101,532). The Directors believe that it would not be prudent to recognise
any deferred tax assets before such time as the Company generates taxable
income.
8. Loss per share
The loss per share has been calculated using the loss for the year/period and
the weighted average number of ordinary shares entitled to dividend rights
which were outstanding during the year/period, as follows:
Year ended 31 March 2023 Period ended
31 March 2022
Loss for the year/period attributable to equity holders of the Company (£) (60,087) (101,532)
Weighted average number of ordinary shares 27,500,000 13,692,724
Loss per share (pence) (0.22) (0.74)
9. Trade and other receivables
As at As at
31 March 2023 31 March 2022
£ £
Amounts falling due within one year:
Prepayments 9,000 6,563
9,000 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.
10. Financial assets
As at As at
31 March 2023 31 March
2022
£ £
Fixed term deposits 4,283,055 -
4,283,055 -
In December 2022, the company deposited £4,250,000 in a fixed term deposit
account with Lloyds Bank Plc. The account bears interest of 2.5% per annum.
This has been accounted for as a financial asset at amortised cost under IFRS
9, and no impairment to the carrying amount is recognised.
The duration for which the deposit is held, and interest accumulated is 6
months from commencement. At which time the interest accrued over the period
will be paid along with the repayment of the initial deposit. At 31 March
2023, fixed term deposits include £33,055 of accrued interest (2022: £Nil).
11. Cash and cash equivalents
As at As at
31 March 31 March
2023 2022
£ £
Cash at bank and in hand 114,774 4,804,060
Short term deposits 351,775 -
466,549 4,804,060
Short term deposits comprise £351,775 of cash deposited in a 32 Day Notice
account, with Lloyds Bank Plc.
12. Trade and other payables
As at As at
31 March 2023 31 March 2022
£ £
Amounts falling due in one year:
Trade payables 5,616 6,348
Accruals 35,800 27,000
41,416 33,348
13. 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 and 31 March 2023 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.
13. 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 brought forward from previous periods and losses incurred
in the year.
14. Financial instruments
Financial assets
Financial assets measured at amortised cost comprise cash and cash equivalents
and fixed term deposits, as follows:
As at As at
31 March 2023 31 March 2022
£ £
Cash and cash equivalents 466,549 4,804,060
Fixed term deposits 4,283,055 -
4,749,604 4,804,060
Financial liabilities
Financial liabilities measured at amortised cost comprise trade and other
payables, as follows:
As at As at
31 March 2023 31 March
2022
£ £
Trade payables 5,616 6,348
Accruals 35,800 27,000
41,416 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 2.2). Controls over expenditure are carefully managed in
order to maintain its cash reserves whilst it targets a suitable transaction.
As at 31 March 2023 the Company's liabilities have contractual maturities
which are summarised below:
Current Non-current
Within 6 months 6 to 12 months 1 to 5 years
2023 2022 2023 2022 2023 2022
£ £ £ £ £
Trade payables 5,616 6,348 - - - -
Accruals 35,800 27,000 - - - -
Total financial liabilities 41,416 33,348 - - - -
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.
Interest risk
The Company's exposure to interest rate risk is the interest received on the
cash held. The Company mitigates this risk by depositing cash into accounts
with fixed interest rates. The impact of changes to variable interest rates
would be immaterial for the Company.
Capital risk management
The Company's capital structure consists of equity share capital. 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.
Currency risk
The Company is not exposed to any currency risk at present.
15. Related party transactions
The related parties are considered to be the Directors who each have shares in
the Company.
Key management personnel are considered to be the Directors of the Company.
The Directors received no remuneration during the year and there were no other
transactions with Directors.
16. Ultimate controlling party
The Company has no ultimate controlling party.
17. Subsequent events
There have been no significant events subsequent to the year end.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR NKNBBABKDAOD