TIDMBIH
RNS Number : 5260D
Boston International Holdings PLC
29 June 2021
For immediate release
29 June 2021
Boston International Holdings Plc
("BIH" or the "Company")
Annual Report and Accounts for the year ended 31 December
2020
The Company is pleased to announce its audited annual report and
accounts for the year ended 31 December 2020 ("2020 Annual
Accounts"), extracts from which are set out below.
A copy of the 2020 Annual Accounts will be shortly uploaded onto
the Company's website at: https://www.bihplc.com/ and the National
Storage Mechanism where it will be available for viewing at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK Domestic Law by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR").
For more information, please contact:-
Boston International Holdings Plc
Christopher Pitman, Chairman +44 (0) 7768 104 329
Beaumont Cornish Limited (Financial
Adviser)
Roland Cornish +44 (0) 20 7628 3396
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey /
Eran Zucker +44 (0) 20 7469 0930
EXTRACTS FROM THE COMPANY'S 2020 ANNUAL ACCOUNTS
CHAIRMAN'S REPORT
I have pleasure in presenting the financial statements of Boston
International Holdings Plc (the "Company") for the year ended 31
December 2020.
During the financial year, the Company reported a net loss
before taxation of 1.2p per share. There was no revenue in the
period. The loss reflects the operating loss of the Company for the
period of GBP441,473. As at 31 December 2020, the Company had cash
at bank of GBP73,362.
On 19 March 2020 the Company announced that it had signed a
non-binding heads of terms, save principally for provisions
relating to exclusivity, in relation to the potential acquisition
of Alexanders Discount Limited, a business in a similar sector to
the one contemplated at the time of original IPO in October 2016.
The acquisition would constitute a Reverse Takeover under the
Listing Rules since it will result in a fundamental change in the
business of the Company. Accordingly, trading of the ordinary
shares of the Company on the London Stock Exchange's main market
for listed securities was suspended.
On 12 June 2020, the Company announced that it had entered into
a new Loan Facility with Boston Merchant (HK) Limited (BMHK). BMHK
is a substantial shareholder of the Company as defined by the
Listing Rules . The provision of the Loan Facility is a related
party transaction pursuant to DTR 7.3. BMHK is 98.04% owned by
Borden James, a director of the Company. Under the Loan Facility
BMHK provided GBP200,000 at an interest rate of 2.5% per annum to
be used for general capital expenditure and working capital
requirements.
On 4 March 2021, the Company announced that it was withdrawing
from the acquisition of Alexanders Discount Limited and on 9 March
2021 the listing of the Company's ordinary shares on the Official
List was restored.
On 31 March 2021 the Company announced:
- that Peterhouse Capital has been appointed as sole Broker to
the Company.
- that GBP198,956 of new financing has been secured by way of a
fundraising undertaken by Peterhouse Capital Limited ("Peterhouse")
which involves a combination of a subscription of GBP125,714
Convertible Loan Notes ("Notes"). The Notes which have a 12-month
term, are interest free, unsecured and are convertible at a price
of 1p per Ordinary Share at the earlier of (1) the publication of a
prospectus which would cover the issue and allotment of the
Ordinary Shares pursuant to the conversion of the Notes; or (2) the
completion of a reverse transaction and relisting of the Company
onto a recognised stock exchange and the placing of 7,324,189 new
ordinary shares of 1p each (the "Ordinary Shares") all at a price
of 1p by Peterhouse (the "Fundraise"). Trading in the new shares
commenced on 1 April 2021. The additional funds will be used for
working capital and due diligence on deals which the Board will be
assessing. In connection with the Fundraise the Company is issuing
warrants to Peterhouse to subscribe for 1,318,354 new Ordinary
Shares and to Beaumont Cornish Limited, its Financial Adviser, a
warrant to subscribe for 1,250,000 new Ordinary Shares.
- the proposed novation of the existing GBP200,000 loan facility
("Loan Facility") with BMHK to Borden James for a nominal sum. The
terms of the Loan Facility remain the same as announced on 12 June
2020. Borden James has agreed to convert the Loan Facility into
Ordinary Shares in the near future, sell the Ordinary Shares and
reinvest the proceeds back into the Company in the form of a
convertible loan note not payable before 30 September 2022. Further
information will be released by the Company at the appropriate
time.
On 28 April 2021 the Company announced the appointment of Mr
Christopher Pitman as Chairman and Mr Martin Lampshire as
Non-Executive Director to the Board of Company with immediate
effect. In conjunction with these appointments, Mr Norman Connell
is stepping down from the Board and Mr Borden James resumes a role
of Non-Executive Director.
The Directors have considered the impact of the Covid-19
pandemic on the Company, in the context of its operations and the
market it operates in. The Dirctors are of the opinion that
although a degree of uncertaintity exists about the future the
business is a going-concern and they do not envisage a long term
impact to the Company resulting from the Covid-19 pandemic.
A more detailed update on recent developments is provided in the
Directors Report - Events after the Reporting Date.
Whilst it continues its assessment of potential acquisitions,
the Board will continue to prudently manage the Company's remaining
cash reserves and minimise its operating expenses in order to put
the Company in the best position possible to complete the
acquisition.
The Board looks forward to providing further updates to
shareholders in due course.
Christopher Pitman
Chairman
28 June 2021
STRATEGIC REPORT
The Directors present their strategic report with the financial
statements of the Company for the year ended 31 December 2020.
review of developments and future prospects
The Company was originally formed to undertake an acquisition of
a target company or business in the foreign exchange (FX) sector,
however due to a lack of current opportunities in that sector,
following the general meeting held on 6 September 2019 the
Directors' efforts in identifying a prospective target company or
business are no longer limited to a particular industry or
geographic region.
There is no specific expected target value for the acquisition
and the Company expects that any funds not used for the acquisition
will be used for future acquisitions, internal or external growth
and expansion, and working capital in relation to the acquired
company or business.
Following completion of an acquisition, the objective of the
Company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the acquisition.
The Company's financial performance for the period reflected
market conditions. The Company loss after taxation for the year to
31 December 2020 amounted to GBP441,473 (2019: GBP334,880). Cash at
bank amounted to GBP73,362 (2019: GBP302,458) and net liabilities
amounted to (GBP172,601) (2019: GBP268,872). No dividends were paid
during the year and none are proposed. A review of the activity of
the business and future prospects is contained in the Chairman's
Statement on page 2 which accompanies these financial
statements.
KEY PERFORMANCE INDICATORS
The key indicator of performance for the Company is its success
in identifying, acquiring, developing and divesting investments in
projects so as to create shareholder value.
Control of bank and cash balances is a priority for the Company
and these are budgeted and monitored closely to ensure that it
maintains adequate liquid resources to meet financial commitments
as they arise.
At this stage in its development, quantitative key performance
indicators are not an effective way to measure the Company's
performance.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
15).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
e) Capital risk management
The Company manages its capital to ensure that entities within
the Company will be able to continue individually as going
concerns, while maximising the return to Shareholders through the
optimisation of debt and equity balances. The Company manages its
capital structure and makes adjustments to it, in the light of
changes in economic conditions. To maintain or adjust its capital
structure, the Company may adjust or issue new shares or raise
debt. No changes were made in the objectives, policies or processes
during the year ended 31 December 2020.
f) Social, community and human rights issues
The Company does not consider it necessary to include a
statement on these issues as it is currently looking for an
investment and is not a trading entity.
g ) COVID-19
Trading conditions are likely to remain dynamic amid social and
market uncertainty related to the Covid-19 pandemic. Given the
continuing existance of the pandemic it is not possible to quantify
with any certainty how long the impact of the Covid-19 restrictions
will last. The Company continues to monitor the situation. The full
impact of the Covid-19 pandemic on the Company will depend on a
variety of factors including the length of time the restrictions on
social movement are in place and the extent to which further
measures are required. The Company is nonetheless of the opinion
that the operations and business model of the Company should be
able to accommodate a relatively high degree of variability.
h) Energy and carbon reporting
The Company did not trade during the year and does not occupy
any premises so it's utilisation of energy is below the minimum
threshold of 40,000 kwh.
The Company does not hold any collateral as security.
On behalf of the board
Christopher Pitman
Chairman
28 June 2021
EXTRACT FROM THE DIRECTORS' REPORT
Directors' Responsibility Statement
The Directors are responsible for preparing the Strategic
Report, the Directors' Report, Annual report and the statutory
financial statements in accordance with applicable law and
regulations.
The Directors are required to prepare financial statements for
the Company in accordance with International Financial Reporting
Standards as adopted by the EU (together, "IFRS").
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the Directors
have elected to prepare the Financial Statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the EU and applicable law.
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of transactions, other events
and conditions in accordance with the definitions and recognition
criteria for the assets, liabilities, income and expenses set out
in the International Accounting Standards Board's "Framework for
the Preparation and Presentation of Financial Statements". In
virtually all circumstances, a fair representation will be achieved
by compliance with all IFRS. Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparableand
understandable information; and
- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Company's financial position and financial
performance.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time, the
financial position of the Company a nd enable them to ensure that
the Financial Statements comply with the Companies Act 2006 . They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
They are further responsible for ensuring that the Strategic
Report and the Directors' Report and other information included in
the Annual Report and Financial Statements is prepared in
accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Company's website is the
responsibility of the Directors; work carried out by the auditors
does not involve the consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially
presented on the website.
Legislation in the United Kingdom governing the preparation and
dissemination of the accounts and the other information included in
Annual Reports may differ from legislation in other
jurisdictions.
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Financial Reporting
Standards (IFRS) as adopted by the European Union.
The Directors, whose names and functions are set out on page 1,
confirm that to the best of their knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the management report includes a fair review of the
development and performance of the business and the financial
position of the Company, together with a description of the
principal risks and uncertainties that it faces.
The annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's performance,
business model and strategy.
Provision of information to auditors
Each of the persons who are Directors at the time when this
Directors' Report is approved has confirmed that:
-- so far as that Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
-- that Director has taken all the steps that ought to have been
taken as a director in order to be aware of any information needed
by the Company's auditors in connection with preparing their report
and to establish that the Company's auditors are aware of that
information.
Auditors
The auditors, Haysmacintyre LLP, have expressed their
willingness to continue in office and a resolution to reappoint
them will be proposed at the Annual General Meeting.
Events after the reporting date
On 4 March 2021, the Company announced that it was withdrawing
from the acquisition of Alexanders Discount Limited and on 9 March
2021 the listing of the Company's ordinary shares on the Official
List was restored.
On 31 March 2021 the Company announced:
- that Peterhouse Capital has been appointed as sole Broker to
the Company.
- that GBP198,956 of new financing has been secured by way of a
fundraising undertaken by Peterhouse Capital Limited ("Peterhouse")
which involves a combination of a subscription of GBP125,714
Convertible Loan Notes ("Notes").
- the proposed novation of the existing GBP200,000 loan facility
("Loan Facility") with BMHK to Borden James for a nominal sum. The
terms of the Loan Facility remain the same as announced on 12 June
2020. Borden James has agreed to convert the Loan Facility into
Ordinary Shares in the near future, sell the Ordinary Shares and
reinvest the proceeds back into the Company in the form of a
convertible loan note not payable before 30 September 2022. Further
information will be released by the Company at the appropriate
time.
On 28 April 2021 the Company announced the appointment of Mr
Christopher Pitman as Chairman and Mr Martin Lampshire as
Non-Executive Director to the Board of Company with immediate
effect. In conjunction with these appointments, Mr Norman Connell
is stepping down from the Board and Mr Borden James resumes a role
of Non-Executive Director.
On 28 April 2021, the Company announced that it was utilising
the temporary relief measures implemented by the Financial Conduct
Authority and Financial Reporting Council regarding the publication
of annual financial results during the COVID-19 pandemic, thereby
deferring the publication of these annual financial statements for
the year ending 31 December 2020 for the permitted time extension
of two months.
On 9 June 2021 the Company announced that it had posted a
circular to its shareholdings containing notice of a General
Meeting to be held on 24 June 2021 to consider and, if thought fit,
approve resolutions to give the Directors of the Company various
authorities and powers in respect of the Company's share capital
which were duly approved.
The Directors have considered the impact of the Covid-19
pandemic on the Company, in the context of its operations and the
market it operates in. The Company's management and staff are
operating remotely and the Directors continue to monitor the
market. Business continuity has been unaffected. At this stage, the
Directors do not envisage a long term impact to the Company
resulting from the Covid-19 pandemic, but will continue to monitor
the situation and continue to expand its search for appropriate
acquisition targets, to alternative sectors in addition to the
forex market.
This responsibility statement was approved by the Board of
Directors on 28 June 2021 and is signed on its behalf by:
Christopher Pitman . Director
AUDITOR'S REPORT FOR THE YEARED 31 DECEMBER 2020
Opinion
We have audited the financial statements of Boston International
Holdings Plc (the 'company') for the year ended 31 December 2020
which comprise the Statement of Comprehensive Income, Statement of
Financial Position, Statement of Cash Flow, Statement of Changes in
Equity and notes to the financial statements, including a summary
of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31 December 2020 and of the company's loss for the
year then ended;
-- have been properly prepared in accordance with IFRSs as
adopted by the European Union; and
-- have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which
indicates that the Company is not revenue generating as it seeks a
potential transaction and is reliant on the proceeds of future
fundraises to cover financial expenditure over the next 12 months.
Whilst the Directors' believe the Company has sufficient cash to
meet its liabilities as they fall due, there remains a risk that
cash would not be available should additional costs arise.
As stated in note 2, these facts, along with other matters
described indicate that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Key audit matter: Going concern
The going concern status of the Company is considered to be a
risk area due to it's loss and cash outflow in the year (as set out
above). The purpose of the existence of the company is to make an
acquisition and therefore there is uncertainty existing until this
has been completed. Further detail is included in note 2.
How the matter was addressed in the audit
Our audit work included, but was not restricted to:
-- We discussed the current status of the proposed fundraise
with the directors and gained an understanding of projected future
events and timelines.
-- We reviewed and challenged management's cash flow forecasts
for 12 months from signing the financial statements.
-- We considered the level of cash in the Company in relation to
the expected costs over the next 12 months and considered whether
they were appropriate.
Key observations
We have included a material uncertainty in respect of going
concern above, and based on the procedures performed, we have no
further matters to report.
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We define materiality as
the magnitude of misstatement that could reasonably be expected to
influence the readers and the economic decisions of the users of
the financial statements. We use materiality to determine the scope
of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole.
Materiality for the Financial Statements as a whole was set at
GBP11,000, determined with reference to the draft loss of the
Company. We report to the Directors any corrected or uncorrected
misstatements arising exceeding GBP550. Performance materiality was
set at GBP8,250, being 75% of materiality. This was considered an
appropriate level of materiality given the limited trading activity
of the Company as it continues to seek investment
opportunities.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit scope
for the Company. This enables us to form an opinion on the
financial statements. We take into account size, risk profile, the
organisation of the Company and the internal control environment
when assessing the level of work to be performed.
Based on our assessment of the accounting processes, the
industry in which the company operates and the control environment,
it was appropriate to undertake an entirely substantive audit
approach. Our substantive audit procedures included testing of
total expenditure, total assets, liabilities and Equity.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
-- the Directors' Remuneration report has been properly prepared
in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the c
ompany, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the company financial statements and the part of the
directors' remuneration report to be audited are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by
law are not made; or
-- we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 11, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
Based on our understanding of the company and industry, we
identified that the principal risks of non-compliance with laws and
regulations related to regulatory requirements with the London
Stock Exchange regulations, and we considered the extent to which
non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations that have
a direct impact on the preparation of the financial statements such
as the Companies Act 2006.
We evaluated management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the
risk of override of controls), and determined that the principal
risks were related to posting inappropriate journals and management
bias in accounting estimates. Audit procedures performed by the
engagement team included:
-- We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and determined that
the most significant are the Companies Act 2006 and the Listing
Rules.
-- We understood how the Company is complying with those
frameworks through discussions with the Directors.
-- We assessed the susceptibility of the Company's financial
statements to material misstatement including how fraud might occur
by considering the key risks impacting the financial
statements.
-- We carried out a review of manual entries recorded in
Management's accounting records and assessed the appropriateness of
such entries.
-- We have assessed that the Company's control environment is
adequate for the size and operating model of such a listed
Company.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 6 September 2018
to audit the financial statements for the year ended 31 December
2018. This is our third year of uninterrupted engagement.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the Company and we remain independent of the
Company in our conduct of the audit.
Our audit opinion is consistent with the additional report to
the Board of Directors.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an Auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Ian Cliffe (Senior Statutory Auditor) 10 Queen Street Place
For and on behalf of Haysmacintyre LLP, Statutory Auditors
London
Date: 28 June 2021 EC4R 1AG
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2020
2020 2019
---------------------------------- ------ ------------ ------------
Notes GBP GBP
---------------------------------- ------ ------------ ------------
Reverse take-over costs (240,500) (161,924)
Other operating expenses 4 (198,916) (174,303)
---------------------------------- ------ ------------ ------------
OPERATING LOSS BEFORE TAXATION (439,416) (336,227)
Interest income 737 1,347
Interest expense (2,794) -
Income tax expense 5 - -
---------------------------------- ------ ------------ ------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO
EQUITY HOLDERS OF THE COMPANY (441,473) (334,880)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
---------------------------------- ------ ------------ ------------
TOTAL COMPREHENSIVE INCOME
/(LOSS) FOR THE PERIOD (441,473) (334,880)
---------------------------------- ------ ------------ ------------
Basic and diluted loss per
share (pence) 12 (1.2) (1.0)
================================== ====== ============ ============
The notes to the financial statements on pages 27 to 35 form an
integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
2020 2019
------------------------------- ------ ------------ ----------
Notes GBP GBP
------------------------------- ------ ------------ ----------
CURRENT ASSETS
Other receivables 6 10,320 8,928
Cash and cash equivalents 7 73,362 302,458
------------------------------- ------ ------------ ----------
TOTAL CURRENT ASSETS 83,682 311,386
CURRENT LIABILITIES
(200,000
Unsecured Loan 8 ) -
Other payables 9 (56,283) (42,514)
------------------------------- ------ ------------ ----------
TOTAL CURRENT LIABILITIES (256,283) (42,514)
NET (LIABILITIES)/ASSETS (172,601) 268,872
=============================== ====== ============ ==========
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital 10 366,209 366,209
Share premium 1,318,292 1,318,292
(1,415
Retained earnings 11 (1,857,102) ,629)
------------------------------- ------ ------------ ----------
TOTAL EQUITY (172,601) 268,872
=============================== ====== ============ ==========
The financial statements of Boston International Holdings Plc
for the period ended 31 December 2020 were authorised for issue by
the Company's Board of Directors on 28 June 2021.
The accompanying notes on pages 27 to 35 are an integral part of
these financial statements.
........................
Christopher Pitman
Director
28 June 2021
STATEMENT OF CASH FLOW
FOR THE YEARED 31 DECEMBER 2020
2020 2019
GBP GBP
-------------------------------------------- ------------------ ----------
Cash flow from operating activities
Loss before tax (441,473) (334,880)
Changes in working capital
Other receivables (1,392) (2,970)
Other payables 13,769 (80,978)
--------------------------------------------- ------------------ ----------
Net cash outflow from operating activities (429,096) (418,828)
Cash flow from financing activities
Unsecured Loan 200,000 -
Proceeds from issue of shares - 300,000
--------------------------------------------- ------------------ ----------
Net cash inflow from financing activities 200,000 300,000
Net decrease in cash and cash equivalents (229,096) (118,828)
Cash and cash equivalents at beginning
of period 302,458 421,286
Cash and cash equivalents at end of
period 73,362 302,458
============================================= ================== ==========
The accompanying notes on pages 27 to 35 are an integral part of
these financial statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2020
Share Share Profit and Total
Capital Premium Loss account Equity
GBP GBP GBP GBP
------------------- --------- ---------- ------------------- --------
At 1 January 2019 306,209 1,078,292 (1,080,749) 303,752
--------------------- --------- ---------- ------------------- --------
Issue of shares 60,000 240,000 - 300,000
Loss for the year after tax - - (334,880) (334,880)
At 31 December 2019 366,209 1,318,292 (1,415,629) 268,872
Loss for the year after tax - - (441,473) (441,473)
At 31 December 2020 366,209 1,318,292 (1,857,102) (172,601)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2020
1. GENERAL INFORMATION
The Company was incorporated on 17 November 2015 (Company Number
09876705) in accordance with the laws of England and Wales as a
private company limited by shares and re-registered as a public
limited company on 14 June 2016.
The Company's ordinary shares commenced trading on the main
market of the London Stock Exchange on 12 October 2016.
The Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted for
use by the European Union and IFRIC interpretations applicable to
companies reporting under IFRS. The financial statements have been
prepared under the historical cost convention as modified for
financial assets carried at fair value.
The financial information of the Company is presented in British
Pound Sterling ("GBP").
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the
directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the Company.
Comparative figures
The comparative figures shown for 2019 cover the twelve months
to 31 December 2019.
Going concern
This financial statement has been prepared on a going concern
basis. The Directors have considered the impact of the Covid-19
pandemic on the Company, in the context of its operations and the
market it operates in. The Company's management and staff are
operating remotely and the Directors continue to monitor investment
opportunities. Business continuity has been unaffected. At this
stage, the Directors do not envisage a long term impact to the
Company resulting from the Covid-19 pandemic, but will continue to
monitor the situation and continue to expand its search for
appropriate acquisition targets.
After reviewing it's cash requirements over the next twelve
months the Company announced on 1 April 2021, that GBP198,956 of
new financing has been secured by way of a fundraising undertaken
by Peterhouse Capital Limited ("Peterhouse") which involves a
combination of a subscription of GBP125,714 Convertible Loan Notes
("Notes") and the placing of 7,324,189 new ordinary shares of 1p
each (the "Ordinary Shares") all at a price of 1p by Peterhouse
(the "Fundraise"). The Directors have received confirmation from
Borden James that the loan facility will be converted into ordinary
shares which will be sold via the company's brokers Peterhouse, and
the funds reinvested into the company in the form of a convertible
loan note not payable before 30 September 2022. The Directors are
also confident of raising additional funds through the issue of new
shares should the need arise. On the basis that the above happens,
this would ensure that the Company will continue to be able to meet
its liabilities as they fall due for the 12 months from signing the
financial statements.
The Directors note that a material uncertainty in respect of
going concern exists as a result of the possible variables in both
the costs and cash inflows for the business in the coming 12
months.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in otherperiods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheetdate between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred income tax liabilities
are recognised in full for all temporary differences. Deferred
income tax assets arerecognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to theextent that it is probable that taxable profits will
be available against which the deductible temporary differences,
andcarry-forward of unused tax credits and unused losses can be
utilised.
The carrying amount of deferred income tax assets is assessed at
each balance sheet date and reduced to the extent thatit is no
longer probable that sufficient taxable profits will be available
to allow all or part of the deferred income tax asset to be
utilised. Unrecognised deferred income tax assets are reassessed at
each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the
statement of financial position when the company becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets within the scope of IAS 39 are classified as
either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any
financial assets at fair value through profit or loss, and in the
categories of held-to-maturity investments and available-for-sale
financial assets.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the
Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
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 are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or financial
liabilities measured at amortised costs.
Financial liabilities are classified as at fair value through
comprehensive income statement if the financial liability is either
held for trading or it is designated as such upon initial
recognition
Other financial liabilities
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
Operating segments
As the company has not completed an acquisition there is no
activity to report.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS
requires management to make estimates and assumptions that affect
the reported amounts of income, expenditure, assets and
liabilities. Estimates and judgements are continually evaluated,
including expectations of future events to ensure these estimates
to be reasonable.
The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The Company's nature of operations is to act as a special
purpose acquisition Company. This significantly reduces the level
of estimates and assumptions required.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
2020 2019
GBP GBP
------- -------
Auditors' remuneration:
Fees payable to the Company's auditor for the
audit of the Company's annual accounts 20,500 19,000
Fees payable to the Company's auditor for the
review of the interim accounts 3,600 3,480
----------------------------------------------- ------- -------
5. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in the
United Kingdom.
No tax is applicable to the Company for the year ended 31
December 2020. No deferred income tax asset has been recognised in
respect of the losses carried forward, due to the uncertainty as to
whether the Company will generate sufficient future profits in the
foreseeable future to prudently justify this.
Reconciliation of effective tax rate
2020 2019
GBP GBP
Loss for the period (441,473) (334,880)
Total tax expense - -
============ ============
Loss before taxation (441,473) (334,880)
Tax using the applicable corporation
tax rate - -
Losses carried forward (1,857,102) (1,451,629)
Total tax expense included in
profit and loss - -
============ ============
6. OTHER RECEIVABLES
2020 2019
GBP GBP
------- ------
Prepayments 10,320 8,928
------------- ------- ------
7. CASH and CASH EQUIVALENTS
2020 2019
GBP GBP
------- --------
Cash held at bank 73,362 302,458
------------------- ------- --------
8. UNSECURED LOAN
2020 2019
GBP GBP
-------- -----
Unsecured Loan 200,000 -
--------------- -------- -----
On 12 June 2020, the Company entered into a new Loan Facillty
with Boston Merchant (HK) Limited (BMHK). BMHK is a substantial
shareholder of the Company as defined by the Listing Rules . The
provision of the Loan Facility is a related party transaction
pursuant to DTR 7.3. BMHK is 98.04% owned by Borden James, a
director of the Company. Under the Loan Facility BMHK provided
GBP200,000 at an interest rate of 2.5% per annum to be used for
general capital expenditure and working capital requirements.
9. OTHER PAYABLES
2020 2019
GBP GBP
------------------- ------- -------
Accounts Payables 8,121 6,649
Acccruals 48,162 35,865
------------------- ------- -------
56,283 42,514
10. SHARE CAPITAL
Shares GBP
------------------------------------------- ----------- --------
Issued, called up and fully paid Ordinary
shares of GBP0.01 each
At 31 December 2020 and 31 December 2019 36,620,948 366,209
----------- --------
On 31 March 2021 the Company completed the placement of
7,324,189 new ordinary shares of 1p each at a price of 1p. The
number of shares is therefore 43,945,137.
11. RETAINED EARNINGS
2020 2019
GBP GBP
------------ ------------
Retained earnings represent accumulated
losses (1,857,102) (1,415,629)
----------------------------------------- ------------ ------------
12. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Loss per share attributable to
ordinary shares 2020 2019
----------------------------------- ------- ----------- -----------
Earnings GBP (441,473) (334,880)
Weighted average number of shares Unit 36,620,948 32,938,756
Per share amount Pence (1.2) (1.0)
13. NET FUNDS/DEBT RECONCILIATION
Beginning Movement
of in End of
the period the period the period
------------------------------ ----------- ----------- -----------
Cash & cash equivalents 302,458 (229,096) 73,362
Debt - (200,000) (200,000)
------------------------------ ----------- ----------- -----------
302,458 (429,096) (126,638)
14. DIRECTORS REMUNERATION
Total fees
paid In advance Bonuses Benefits Pension Total Total
2020 2020 2020 2020 2020 2020 2019
----------- ----------- -------- --------- -------- ---------- ----------
W Borden James - - - - - - -
Richard Hartheimer GBP25,000 - - - - GBP25,000 GBP25,000
Norman Connell GBP18,750 - - - - GBP18,750 GBP25,000
Total GBP43,750 - - - - GBP43,750 GBP50,000
The Directors were appointed for an initial term commencing on 1
July 2016 and ending on completion of the acquisition by the
Company of an operating company or business, at which time each
Director shall retire from office and offer himself for
re-appointment by the members.
During the period to 31 December 2020 there were no staff costs,
as no staff were employed by the Company, other than the Directors
fees.
15. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are 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 to reduce
the cost of capital. The capital structure of the Company consists
of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves.
16. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments,
comprising cash, short-term deposits, bank loans and overdrafts and
various items such as trade receivables and payables, which arise
directly from operations. The Company does not trade in financial
instruments.
Financial risk factors
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
e) Market risk
The Company is not currently active so does not have any
exposure to individual market risks.
Fair values
Management assessed that the fair values of cash and short-term
deposits, trade receivables, trade payables, bank overdrafts and
other current liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments.
17. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and
cash equivalents, trade and other receivables and trade and other
payables. The Company's accounting policies and method adopted,
including the criteria for recognition, the basis on which income
and expenses are recognised in respect of each class of financial
assets, financial liability and equity instrument are set out in
Note 2. The Company do not use financial instruments for
speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
Financial assets GBP
--------------------------------------------- --------
Loans and receivables
Other receivables 10,320
Cash and cash equivalents 73,362
---------------------------------------------- --------
Total financial assets 83,682
---------------------------------------------- --------
Financial liabilities measured at amortised
cost
--------------------------------------------- --------
Unsecured short-term loan 200,000
Other payables 56,283
Total financial liabilities 256,283
---------------------------------------------- --------
There are no financial assets that are either past due or
impaired.
18. PENSION COMMITMENT
The Company has no pension commitments at the end of the
period.
19. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation has been disclosed in note
13.
On 10 June 2020 the Company agreed a GBP200,000 Unsecured loan
facility with an interest rate of 2.5% from a business controlled
by the Chairman. The loan is to finance general capital expenditure
and working capital requirements and is repayable by the earlier of
31 December 2021 or the the re-admission of the entire issued share
capital to the Official List of the UK Listing Authority.
During the period the Company did not enter into any other
material transactions with related parties. As at the balance sheet
date the amounts due to the directors was GBPnil.
20. CONTROL
The Company has been notified of the following interests of 3%
or more in its issued share capital as at 31 December 2020.
Shareholder Shareholding %
----------------------------------- ------------- -------
Digger International Group PLTD 7,500,000 20.48%
Boston Merchant (HK) Limited 9,571,428 26.14%
Emirates Fund Exchange PLTD 8,100,000 22.12%
Stephen Gibson 3,000,000 8.19%
SCA LTD 2,000,000 5.46%
21. EVENTS AFTER THE REPORTING DATE
On 4 March 2021, the Company announced that it was withdrawing
from the acquisition of Alexanders Discount Limited and on 9 March
2021 the listing of the Company's ordinary shares on the Official
List was restored.
On 31 March 2021 the Company announced:
- that Peterhouse Capital has been appointed as sole Broker to
the Company.
- that GBP198,956 of new financing has been secured by way of a
fundraising undertaken by Peterhouse Capital Limited ("Peterhouse")
which involves a combination of a subscription of GBP125,714
Convertible Loan Notes ("Notes"). The Notes which have a 12-month
term, are interest free, unsecured and are convertible at a price
of 1p per Ordinary Share at the earlier of (1) the publication of a
prospectus which would cover the issue and allotment of the
Ordinary Shares pursuant to the conversion of the Notes; or (2) the
completion of a reverse transaction and relisting of the Company
onto a recognised stock exchange and the placing of 7,324,189 new
ordinary shares of 1p each (the "Ordinary Shares") all at a price
of 1p by Peterhouse (the "Fundraise"). Trading in the new shares
commenced on 1 April 2021. The additional funds will be used for
working capital and due diligence on deals which the Board will be
assessing. In connection with the Fundraise the Company is issuing
warrants to Peterhouse to subscribe for 1,318,354 new Ordinary
Shares and to Beaumont Cornish Limited, its Financial Adviser, a
warrant to subscribe for 1,250,000 new Ordinary Shares.
- the proposed novation of the existing GBP200,000 loan facility
("Loan Facility") with BMHK to Borden James for a nominal sum. The
terms of the Loan Facility remain the same as announced on 12 June
2020. Borden James has agreed to convert the Loan Facility into
Ordinary Shares in the near future, sell the Ordinary Shares and
reinvest the proceeds back into the Company in the form of a
convertible loan note not payable before 30 September 2022. Further
information will be released by the Company at the appropriate
time.
Status of information
In accordance with section 435 of the Companies Act 2006, the
Directors advise that the financial information set out in this
announcement does not constitute the Company's statutory financial
statements for the year ended 31 December 2020, but is derived from
these financial statements. The financial statements for the year
ended 31 December 2019 have been delivered to the Registrar of
Companies. The financial statements for the year ended 31 December
2020 have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union. The financial
statements for the year ended 31 December 2020 will be forwarded to
the Registrar of Companies. The Auditors have reported on the 2020
accounts. Their report was unqualified but it did
contain a reference to material uncertainty related to going concern.
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