TIDMFPP
RNS Number : 0025A
Fragrant Prosperity Holdings Ltd
21 December 2017
21 December 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR
JAPAN.
For Immediate Release
Fragrant Prosperity Holdings Limited ("Fragrant Prosperity" or
the "Company")
Unaudited Interim Results
Fragrant Prosperity Holdings Ltd. (the "Company"), incorporated
in the British Virgin Islands ("BVI") announces its unaudited
condensed interim financial results for the six-month period ended
30 September 2017.
Directors Statement for the period 1 April 2017 - 30 September
2017
I have pleasure in presenting the condensed financial statements
of Fragrant Prosperity Holdings Ltd (the "Company" or "FPH") for
the period from 1 April 2017 to 30 September 2017.
During the financial period, the Company reported a net loss of
GBP39,540. As at 30 September 2017, the Company had cash in bank
balance of GBP459,692.
The Board has actively reviewed a number of potential
acquisition opportunities across the sector, none of which has met
the necessary criteria for selection and continues to review a
number of potential acquisition opportunities.
The Board looks forward to providing further updates to
shareholders in due course.
Simon Retter
Director
The Interim Report and Accounts will be available shortly at the
Company's website www.valeig.com
*Ends*
For more information:
Fragrant Prosperity Holdings
Limited
+44 (0) 208 617
Robin Rice 0071
Optiva Securities Ltd (Financial
Adviser)
+44 (0) 20 3137
Jeremy King 1902
Introduction
The Company was incorporated on 28 January 2016 in the British
Virgin Islands, as an exempted company with limited liability under
the Companies Law.
Its issued share capital, consisting of Ordinary Shares admitted
to a Standard Listing on the Official List in accordance with
Chapter 14 of the Listing Rules and to trading on the London Stock
Exchange's main market for listed securities on 5 September
2016.
Company objective
The Company was formed to undertake an acquisition of a target
company or business. The Company does not have any specific
acquisition under consideration and does not expect to engage in
substantive negotiations with any target company or business until
after Admission. The Directors believe that their network, and the
Company's cash resources and profile following Admission, mean that
the Company will target an Acquisition where the target company has
a value of up to GBP100 million. The Company expects that
consideration for the Acquisition will primarily be satisfied by
issue of new Shares to a vendor (or vendors), but that some cash
may also be payable by the Company. Any funds not used in
connection with 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 the 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. Following the
Acquisition, the Company intends to seek re-admission of the
enlarged group to listing on the Official List and trading on the
London Stock Exchange or admission to another stock exchange.
The Company's efforts in identifying a prospective target
company or business will not be limited to a
particular industry or geographic region. However, given the
experience of the Directors, the Company expects to focus on
acquiring a company or business in the technology sector (in
particular focussing on technology and/or intellectual property
that is used in the financial services industry) with either all or
a substantial portion of its operations in Europe or Asia. The
Directors' initial search will focus on businesses based in or with
operations in Hong Kong, Malaysia, or the United Kingdom.
Key events
At the period end the Company has cash of approximately GBP0.4
million and continues to keep administrative costs to a minimum so
that the majority of funds can be dedicated to the review of and
potentially investment in, suitable projects.
Directors
The Directors of the Company since the last financial period
are:
Simon James Retter
Robin Andrew Carrington Rice (appointed 5 October 2017)
Dato'Haji Abd Jalil Bin Haji Bohari (appointed 27 October
2017)
Mahesh s/o Pulandaran (appointed 31 October 2017)
Pui Lan Patrick Tsang (resigned 5 October 2017)
Maurice James Malcolm Groat (resigned 5 October 2017)
Corporate governance
In order to implement its business strategy, the Company has
adopted a corporate governance structure as follows:
-- consistent with the rules applicable to companies with a
Standard Listing, unless required by law or other regulatory
process, Shareholder approval is not required in order for the
Company to complete the Acquisition. The Company will, however, be
required to obtain the approval of the Board before it may complete
the Acquisition;
-- the Board intends to comply, in all material respects, with
certain Main Principles of the UK Corporate Governance Code (as set
out in more detail in "Part II - The Company, its Board and the
Acquisition Structure") and has adopted a share dealing code that
complies with the requirements of the Market Abuse Regulations. All
persons discharging management responsibilities (comprising only
the Directors at the date of this Document) shall comply with the
share dealing code from the date of Admission; and
following the Acquisition, the Directors may seek to transfer
the Company from a Standard Listing to either a Premium Listing or
other appropriate listing venue, based on the track record of the
company or business it acquires, subject to fulfilling the relevant
eligibility criteria at the time. If the Company is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure and Transparency
Rules and the Company will be obliged to comply with or explain any
derogation from the UK Corporate Governance Code. In addition to,
or in lieu of, a Premium Listing, the Company may determine to seek
a listing on another stock exchange or seek re-admission to a
Standard Listing.
Responsibility Statement
The Directors are responsible for preparing the Condensed
Financial Statements in accordance with the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial Reporting (IAS 34).
The directors confirm that, to the best of their knowledge, this
condensed consolidated half-yearly report has been prepared in
accordance with IAS 34 as adopted by the European Union. The
interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
-- an indication of important events that have occurred during
the period and their impact on the condensed set of financial
statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- material related-party transactions during the period and any
material changes in the related-party transactions described in the
last annual report.
By order of the Board
Simon James Retter
Director
20 December 2017
Condensed Statement of Comprehensive Income
Period
Period from
from 1 28 January
April 2017 2016 (inception)
to 30 September to 30 September
2017 (unaudited) 2016 (unaudited)
Notes GBP GBP
INCOME - -
------------------- ------------------
Listing expenses - (314,133)
Other operating expenses (39,540) (116,619)
------------------- ------------------
OPERATING LOSS/LOSS BEFORE
TAXATION (39,540) (430,752)
Income tax expense 3 - -
------------------- ------------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO EQUITY HOLDERS OF THE
COMPANY (39,540) (430,752)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD (39,540) (430,752)
Condensed Statement of Financial Position
As at As at
30 September 31 March
2017 (unaudited) 2017 (audited)
Notes GBP GBP
CURRENT ASSETS
Cash and cash equivalents 459,692 499,192
------------------
459,692 499,192
CURRENT LIABILITIES
Accruals (25,000) (25,000)
------------------ ----------------
NET ASSETS 434,652 474,192
================== ================
EQUITY ATTRIBUTABLE TO
EQUITY HOLDERS OF THE
COMPANY
Share capital 5 930,124 930,124
Retained earnings (495,472) (455,932)
------------------ ----------------
TOTAL EQUITY 434,652 474,192
================== ================
Condensed Statement of
Cash Flows
Period Period
from 1 from 28
April January
2017 to 2016 (inception)
30 September to 30
2017 (unaudited) September
2016 (unaudited)
Notes GBP GBP
Cash flow from operating
activities
Operating loss (39,540) (430,752)
------------------ ------------------
Changes in working capital
Other payables - 19,438
------------------ ------------------
Net cash flow from operating
activities (39,540) (411,314)
------------------ ------------------
Cash flow from financing
activities
Issue of share capital - 1,100,000
------------------ ------------------
Net cash flow from financing
activities - 1,100,000
------------------
Net increase in cash and
cash equivalents (39,540) 688,686
Cash and cash equivalents 499,192 -
at beginning of period
------------------ ------------------
Cash and cash equivalents
at end of period 459,652 688,686
================== ==================
Statement of Changes in Equity
Period from 28 January 2016 (inception)
To 31 March 2017
Share Retained Total
capital earnings
GBP GBP GBP
As at 28 January 2016 - - -
Loss for the period - (455,932) (455,932)
---------- ---------- ----------
Total comprehensive
loss for the period - (455,932) (455,932)
Issue of ordinary shares 1,100,000 - 1,100,000
Share issue costs (169,876) (169,876)
---------- ---------- ----------
As at 31 March 2017
(audited) 930,124 (455,932) 474,192
========== ========== ==========
Period from 1 April 2017 to 30 September 2017
Share Retained Total
capital earnings
GBP GBP GBP
As at 1 April 2017 (audited) 930,124 (455,932) 474,192
Loss for the period - (39,540) (39,540)
--------- ---------- ---------
Total comprehensive
loss for the period - (39,540) (39,540)
Issue of ordinary shares - - -
Share issue costs - - -
--------- ---------- ---------
As at 30 September 2017
(unaudited) 930,124 (495,472) 434,652
========= ========== =========
Notes to the condensed financial statements
1. GENERAL INFORMATION
The Company was incorporated in the British Virgin Islands on 28
January 2016 as an exempted company with limited liability under
the Companies Law.
The Company's Ordinary shares are currently admitted to a
standard listing on the Official List and to trading on the London
Stock Exchange.
The Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
Basis of preparation
The interim condensed unaudited financial statements for the
period ended 30 September 2017 have been prepared in accordance
with IAS 34 Interim Financial Reporting. The results for the period
ended 30 September 2017 are unaudited.
The condensed unaudited consolidated financial statements for
the period ended 30 September 2017 has been prepared on a basis
consistent with, and on the basis of, the accounting policies set
out in the financial information on the Company set out in the
Company's Prospectus for admission to the Standard Listing segment
of the Official List for the period from incorporation to 30
September 2017.
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.
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 other periods 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 sheet date 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 are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences,
and carry-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 that it 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.
Going concern
This financial statement has been prepared on a going concern
basis, which assumes that the Company will continue to be able to
meet its liabilities as they fall due for the foreseeable
future
Operating segments
The directors are of the opinion that the business of the
Company comprises a single activity, that of an investment company.
Consequently, all activities relate to this segment.
3. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in
British Virgin Islands.
No tax is applicable to the Company for the period ended 30
September 2017. 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.
4. SHARE CAPITAL & RESERVES
As at
30 September
2017 and
31 March
2017
GBP
Allotted, called up and
fully paid
43,214,287 930,124
5. SUBSEQUENT EVENTS
The Company changed its name to Fragrant Prosperity Holdings Ltd
on the 1 November 2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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