Interim Results
19/12/2023 07:00
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RNS Number : 2124X TMT Acquisition PLC 19 December 2023
19 December 2023
TMT Acquisition plc
("TMT Acquisition" or the "Company")
Unaudited Interim Results
TMT Acquisition (LSE: TMTA), the investment business established to pursue
opportunities in the technology, media and telecom sector, today announces its
unaudited interim results for the period ended 30 September 2023.
Financial Highlights
· Net cash and financial assets as at 30 September 2023 of
£4,736,308 (31 March 2023: £4,804,060)
· Net assets as at 30 September 2023 of £4,727,613 (31 March 2023:
£4,717,188)
· Operating profit and profit before tax of £10,425 (31 March
2023: loss of £60,087)
· Basic and diluted earnings per share of 0.04 pence (31 March
2023: loss per share of 0.22 pence)
Harry Hyman, Non-Executive Chairman of TMT Acquisition, said:
"As announced on 31 October 2023, the directors of Belluscura Plc and the
directors of TMT Acquisition announced that they had reached an agreement on
the terms of a recommended all share offer by Belluscura for TMT Acquisition,
to be affected by means of a takeover offer within the meaning of Part 28 of
the Companies Act 2006 (the "Offer"). Under the terms of the Offer, holders of
TMT Acquisition shares will be entitled to receive 3 new Belluscura shares in
exchange for every 4 TMT Acquisition shares.
"Based on a closing price of 28.0 pence per Belluscura Share on 30 October
2023 (being the Latest Practicable Date), the Offer will value each TMT
Acquisition Share at approximately 21.0 pence, a premium of 23.53% to TMT
Acquisition's closing share price of 17.0 pence on 2 October 2023 being the
closing share price on the date prior to the announcement of the Potential
Offer and a premium of 20.00% to TMT Acquisition's closing share price of 17.5
pence on the Latest Practicable Date, valuing the entire issued and to be
issued share capital of TMT Acquisition at approximately £5.78 million.
"The independent director of TMT Acquisition, Paul Tuson, believes the Offer
to represent an attractive valuation, providing the opportunity for all TMT
Acquisition Shareholders to participate in the significant future potential
upside of the combination through the ownership of Belluscura Shares with the
structure and key terms of the Offer being attractive for Belluscura
Shareholders. In conjunction with Belluscura's recent fundraising, the Offer
adds a significant injection of working capital into Belluscura, enabling it
to capitalise on its burgeoning opportunity in a fast-growing global market.
The Offer also enhances Belluscura's ability to leverage its position as a
provider of innovative oxygen enrichment technology.
"Given the introduction and significant pre-launch demand expressed for
Belluscura's DISCOV-R product, building on top of the continued sales progress
of the X-PLOR, the directors of Belluscura and the directors of TMT
Acquisition believe the Offer has compelling strategic logic which
significantly increases Belluscura's ability to execute on its burgeoning
sales pipeline and strategy, whilst creating considerable potential value for
all shareholders of both TMT Acquisition and Belluscura.
"The Company is pleased to confirm it is in receipt of irrevocable
undertakings and a letter of intent to accept the Offer from TMT Acquisition
Shareholders holding, in aggregate, 16,805,418 TMT Acquisition Shares
(representing approximately 61.11% of the issued share capital of TMT
Acquisition as at the date of this announcement).
"It was expected that the offer document, containing the conditions and
further terms to which the Offer will be subject and the expected timetable,
as well as the actions to be taken by TMT Acquisition Shareholders (the "Offer
Document"), would be posted to TMT Acquisition Shareholders within 28 days of
31 October 2023. However, with the consent of the Panel on Takeovers and
Mergers, and while the terms of the Offer remain unchanged, there is a short
delay in posting the Offer Document to TMT Acquisition Shareholders. As
announced on 28 November, it is anticipated that it will shortly post the
Offer Document to TMT Acquisition Shareholders.
!I would like to take this opportunity to thank all my fellow shareholders for
their continued support and look forward to successfully completing this
transaction."
- Ends -
For further information please contact:
TMT Acquisition plc via Dowgate
Harry Hyman
Guild Financial Advisory Limited - Financial Advisor david.floyd@guildfin.co.uk
David Floyd
Dowgate Capital Limited - Broker +44 (0)20 3903 7715
Nicholas Chambers
Interim Management Report
During the period ended 30 September 2023, the Company recorded a net profit
of £10,425 being the interest income received less the minimal running costs
of the Company. The Directors draw no salary, so any ongoing costs relate to
administrative expenses and listing fees.
As at 30 September 2023, current assets were approximately £4.75 million.
Harry Hyman
Non-Executive Chairman
18 December 2023
Statement of Comprehensive Income
For the period ended 30 September 2023
Unaudited Unaudited Audited
Six months ended Six months ended Year
30 Sep 23 30 Sep 22 ended
31 Mar 23
£ £
Continuing operations
Administrative expenses (44,736) (45,461) (94,917)
Operating loss before tax (44,736) (45,461) (94,917)
Finance income 55,161 - 34,830
Taxation - - -
Total comprehensive profit/(loss) for the period attributable to the equity 10,425 (45,461) (60,087)
owners
Earnings/(loss) per share
Basic and diluted (pence) 0.04 (0.17) (0.22)
The above results were derived from continuing operations.
Statement of Financial Position
As at 30 September 2023
Unaudited Unaudited Audited
As at As at As at
30 Sep 23 30 Sep 22 31 Mar 23
£ £ £
ASSETS
Current assets
Financial assets at amortised cost - - 4,283,055
Trade and other receivables 14,509 13,582 9,000
Cash and cash equivalents 4,736,308 4,750,869 466,549
Total current assets 4,750,817 4,764,451 4,758,604
Total assets 4,750,817 4,764,451 4,758,604
LIABILITIES
Current liabilities
Trade and other payables 23,204 32,637 41,416
Total current liabilities 23,204 32,637 41,416
Total liabilities 23,204 32,637 41,416
NET ASSETS 4,727,613 4,731,814 4,717,188
EQUITY
Share capital 1,100,000 1,100,000 1,100,000
Share premium 3,778,807 3,778,807 3,778,807
Accumulated losses (151,194) (146,993) (161,619)
TOTAL EQUITY 4,727,613 4,731,814 4,717,188
The Interim Report and Financial Statements were approved by the Board of
Directors and authorised for issue on 18 December 2023.
Harry Hyman
Non-Executive Chairman
Statement of Changes in Equity
For the period ended 30 September 2023
Share Capital Share Premium Accumulated Losses Total Equity
£ £ £ £
As at 31 March 2022 1,100,000 3,778,807 (101,532) 4,777,275
Comprehensive Income
Loss for the period - - (60,087) (60,087)
As at 31 March 2023 1,100,000 3,778,807 (161,619) 4,717,188
Comprehensive Income
Profit for the period - - 10,425 10,425
As at 30 September 2023 1,100,000 3,778,807 (151,194) 4,727,613
Statement of Cash Flows
For the period ended 30 September 2023
Unaudited Unaudited Audited
Six months ended Six months ended Year
30 Sep 23 30 Sep 22 ended
31 March 23
£ £ £
Cash flow from operating activities
Operating profit/(loss) 10,425 (45,461) (60,087)
Adjustments for non-cash/non-operating items:
Finance income (55,161) - (34,830)
Cash outflow from operating activities (44,736) (45,461) (94,917)
Changes in working capital
Increase in trade and other receivables (5,509) (7,020) (2,438)
(Decrease)/increase in trade and other payables (18,212) (711) 8,069
Net cash used in operating activities (68,457) (53,192) (89,286)
Cash flows from investing activities
Interest received 55,161 - 1,775
Investments in financial assets at amortised cost - - (4,250,000)
Proceeds from disposal of financial assets at amortised cost 4,283,055 - -
Net cash generated from/(used in) investing activities 4,338,216 - (4,248,225)
Net increase/(decrease) in cash and cash equivalents 4,269,759 (53,192) (4,337,511)
Cash and cash equivalents at the beginning of the period/year 466,549 4,804,060 4,804,060
Cash and cash equivalents at the end of the period/year 4,736,308 4,750,869 466,549
Notes to the Interim Financial Statements
1. Company information
TMT Acquisition is a public company listed on the London Stock Exchange. The
Company is domiciled in England and its registered office is 15 Fetter Lane,
London, United Kingdom, EC4A 1BW.
The principal activity of the Company is that of identifying and acquiring
investment projects.
2. Accounting policies
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 UK-adopted 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. Significant accounting policies
The accounting policies applied in preparing the Interim Financial Statements
are consistent with those in the prior year Annual Report, which is available
at www.tmtacquisition.com (http://www.tmtacquisition.com) .
3. Significant judgments 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. Earnings per share
The earnings per share has been calculated using the profit for the period and
the weighted average number of ordinary shares entitled to dividend rights
which were outstanding during the period, as follows:
30 Sep 30 Sep 31 March
2023 2022 2023
Profit/(loss) for the period/year attributable to equity holders of the 10,425 (45,461) (60,087)
Company (£)
Weighted average number of ordinary shares 27,500,000 27,500,000 27,500,000
Earnings/(loss) per share (pence) 0.04 (0.17) (0.22)
5. Financial assets
30 Sep 30 Sep 31 March
2023 2022 2023
£ £
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 was 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. During the period, the interest accrued over the
period was paid along with the repayment of the initial deposit.
6. Share capital
Allotted and issued
Number of shares Share Capital Share Premium
£ £
Issued and fully paid Ordinary shares of £0.04 each 27,500,000 1,100,000 3,778,807
As at 31 March 2023 and 30 September 2023 27,500,000 1,100,000 3,778,807
7. Subsequent events
On 31 October 2023, the directors of Belluscura and the directors of TMT
Acquisition announced that they had reached an agreement on the terms of a
recommended all share offer by Belluscura for TMT Acquisition, to be effected
by means of a takeover offer within the meaning of Part 28 of the Companies
Act 2006. Under the terms of the Offer, holders of TMT Acquisition shares will
be entitled to receive 3 new Belluscura shares in exchange for every 4 TMT
Acquisition shares.
Based on a closing price of 28.0 pence per Belluscura Share on 30 October 2023
(being the Latest Practicable Date), the Offer will value each TMT Acquisition
Share at approximately 21.0 pence, a premium of 23.53% to TMT Acquisition's
closing share price of 17.0 pence on 2 October 2023 being the closing share
price on the date prior to the announcement of the Potential Offer and a
premium of 20.00% to TMT Acquisition's closing share price of 17.5 pence on
the Latest Practicable Date, valuing the entire issued and to be issued share
capital of TMT Acquisition at approximately £5.78 million.
The Company is pleased to confirm it is in receipt of irrevocable undertakings
and a letter of intent to accept the Offer from TMT Acquisition Shareholders
holding, in aggregate, 16,805,418 TMT Acquisition Shares (representing
approximately 61.11% of the issued share capital of TMT Acquisition).
As announced on 28 November, it was expected that the offer document,
containing the conditions and further terms to which the Offer will be subject
and the expected timetable, as well as the actions to be taken by TMT
Acquisition Shareholders (the "Offer Document"), would be posted to TMT
Acquisition Shareholders within 28 days of 31 October 2023. However, with the
consent of the Panel on Takeovers and Mergers, and while the terms of the
Offer remain unchanged, there is a short delay in posting the Offer Document
to TMT Acquisition Shareholders. It is anticipated that the Offer Document
will be posted to TMT Acquisition Shareholders shortly.
8. Approval of the Interim Report
The Interim Report, which includes the Interim Financial Statements, were
approved by the Board of Directors on 18 December 2023.
9. Availability of the Interim Report
The results for the period end 30 September 2023 will be available shortly on
the Company's website: www.tmtacquisition.com (http://www.tmtacquisition.com)
.
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