TIDMPPHP
RNS Number : 4273E
Papillon Holdings PLC
03 July 2019
3 July 2019
PAPILLON HOLDINGS PLC
STRATEGIC REPORT
FOR THE YEARED 31 DECEMBER 2018
Revised accounts under Section 414 of Companies Act 2006
(i)The revised accounts replace the original annual accounts for
the financial year ended 31 December 2018,
(ii) they are now the statutory accounts of the company for that
financial year,
(iii) they have been prepared as at the date of the original
annual accounts and not as at the date of revision and accordingly
do not deal with events between those dates,
(iv)the original annual accounts did not comply with the
requirements of the 2006 Act as they failed to reflect two
transactions with a director,
(v) which has resulted in an amount due to James Longley of
GBP90,000, a contingent liability to James Longley and an
impairment against an amount recoverable on a claim as detailed in
Note 20 to the financial statements.
James Longley
Director
3 July 2019
Chairman's Report
Papillon Holdings PLC ("the Company") is an investment company
with the primary objective of undertaking a single acquisition of a
target company, business or asset in the industrial or service
sectors.
In our interim report published in December 2018 we reported
that, on 18 May 2018, we had reached agreement via a non-binding
head of terms to make an investment in 50% of the issued share
capital of a fintech company focussed on the used car market, Pace
Cloud Limited, trading as CarCloudÒ. The Trade Mark has now been
successfully registered.
Car Cloud has developed innovative technology that bridges the
gap between private and retail vehicle sales and delivers
consistently high values for the user. It has an aggressive growth
strategy, utilising its unique technology to expand its offering to
an, as yet, underexploited area of the private car sale market;
currently +200,000 private cars are sold and brought every month in
the UK. The app has been launched and can be searched and
downloaded under the name, "CarCloud". The service had not yet been
launched nationally as yet but the initial metrics are proving to
be very promising.
The transaction is progressing well, and we have executed a
Share Purchase Agreement to acquire a 50% interest in Pace Cloud
Limited. Additionally, Papillon is raising up to GBP800k via the
issue of convertible loan notes ('Loan Notes'), which will be drawn
down as required by the Company and to date, GBP200k has been
received. The Loan Notes carry an interest coupon of 10 per cent pa
over their minimum term of 12 months, with a conversion price of
1.25 pence per new Papillon ordinary share. A further GBP300,000 is
due from the Company's Brokers on around 10 May 2019.
The proceeds from the issue of the Loan Notes will be used, in
conjunction with existing resources, to continue to finance the
costs of developing the CarCloud App and business together with the
expenses of Papillon Holdings PLC. The directors believe that the
investment in Car Cloud has enormous potential in a very large
market and that the proposed investment should add significant
shareholder value and the directors continue to investigate routes
to enhancing the offering, the valuation and the route to market of
CarCloud. The investment proposes to break new ground in the market
in which it operates, and the business model is a complete new
solution in the way that individuals own and protect their
vehicles, it is a complete ownership solution from purchase and
finance, through maintenance and on to the ultimate sale of a
vehicle. The Company has submitted a full information memorandum to
the UK Listing Authority ('UKLA'), which will be published in due
course. The UKLA continue to review the prospectus and we expect
this to be agreed with UKLA in the relatively near future in order
that the placing and re-admission of the shares of your company to
trading on the standard segment of the LSE may take place. The
Investment is subject, inter alia, to the completion of due
diligence, documentation and compliance with all regulatory
requirements.
I would personally like to thank our shareholders again for
their patience during this process and the extended time in which
the shares of your company have been suspended from trading and we
look forward to a successful future post the completion of our
investment in Car Cloud.
James Longley
Director
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2018
Year ended Period to
31 December 31 December
2018 2017
GBP'000 GBP'000
Notes
Continuing operations
Revenues - 300
------------- -------------
Gross profit - 300
Listing costs 5 (12) (47)
Administrative expenses 5 (369) (414)
Finance costs (23) -
Other Income: Interest received 20 7
------------- -------------
Loss before taxation (397) (161)
Taxation 7 - -
------------- -------------
Loss and comprehensive loss
for the period (397) (161)
------------- -------------
Basic and diluted loss per
share 8 (0.299p) (0.122p)
Since there is no other comprehensive loss, the loss for the
period is the same as the total comprehensive loss for the period
attributable to the owners of the Company.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2018
As at 31 December
2018 2017
Notes GBP'000 GBP'000
Assets
Current assets
Other receivables 10 169 124
Cash and cash equivalents 11 31 69
-------------- --------------
Total Assets 200 193
Equity and liabilities
Current liabilities
Trade and other payables 12 227 23
Convertible loan notes 13 194 -
Total Liabilities 421 23
Equity attributable to equity holders
of the company
Share Capital - Ordinary shares 14 132 132
Share Premium account 14 602 602
Loan Notes Equity Reserve 13 6 -
Accumulated Deficit 15 (961) (564)
Total Equity (221) 170
Total Equity and liabilities 200 193
-------------- --------------
STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2018
31 December 31 December
2018 2017
Notes
GBP'000 GBP'000
Cash flows from operating activities
Operating loss 5 (397) (161)
(Increase)/decrease in receivables (45) 141
Increase/(decrease) in payables 204 (10)
------------ ------------
Cash flow from operating activities (238) (30)
------------ ------------
Cash flows from financing activities
Issue of 10% Convertible Loan Notes 13 200 -
------------ ------------
Net cash from/(used in) financing 200 -
activities
------------ ------------
Net increase/decrease in cash and
cash equivalents (38) (30)
Cash and cash equivalents at the
beginning of the period 69 99
------------ ------------
Cash and cash equivalents at end
of period 31 69
------------ ------------
Represented by: Bank balances and
cash 31 69
------------ ------------
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2018
Notes Share Share Loan Note Accumulated Total
capital premium Equity deficit equity
reserve
GBP'000 GBP'000 GBP'000 GBP'000
As at 31 December
2017 132 602 - (564) 170
Equity element
of the issue of
10% convertible
loan notes - - 6 - 6
Loss for the year - - - (397) (397)
As at 31 December
2018 132 602 6 (961) (221)
========= ========= ========== ============ ========
Accumulated deficit represents the cumulative loss of the
company attributable to equity shareholders.
NOTES TO THE INTERIM CONDENSED STATEMENTS
FOR THE YEARED 31 DECEMBER 2018
1 General information
Papillon Holdings Plc ('the company') is an investment company
incorporated in the United Kingdom. The address of the registered
office is disclosed on the company information page at the front of
the annual report. The Company was incorporated and registered in
England and Wales on 19 October 2015 as a private limited company
and re-registered on 24 June 2016 as a public limited company when
listed on London Stock Exchange.
2 Accounting policies
2.1 Basis of Accounting
This financial information has been prepared in accordance with
International Financial Reporting Standards (IFRS), including IFRIC
interpretations issued by the International Accounting Standards
Board (IASB) as adopted by the European Union and with those parts
of the Companies Act 2006 applicable to companies reporting under
IFRS. The financial statements have been prepared under the
historical cost convention. The principal accounting policies
adopted are set out below.
These policies have been consistently applied.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to the financial statements are
disclosed in Note 3. The preparation of financial statements in
conformity with IFRSs requires management to make judgments,
estimates and assumptions that affect the application of accounting
policies and reported amounts of assets, liabilities, income and
expenses. Although these estimates are based on management's
experience and knowledge of current events and actions, actual
results may ultimately differ from these estimates.
The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised if the revision
affects only that period or in the period of the revision and
future periods if the revision affects both current and future
periods.
a) Going concern
These financial statements have been prepared on the assumption
that the Company is a going concern. When assessing the foreseeable
future, the Directors have looked at a period of at least twelve
months from the date of approval of this report and the working
capital requirements of the Company.
After making enquiries, the Directors firmly believe that
together with their support the Company has adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern basis in
preparing the financial statements.
b) Changes in accounting policies and disclosures
(a) New and amended standards adopted by the Company
The Company has applied any applicable new standards, amendments
to standards and interpretations that are mandatory for the
financial year beginning on or after 1 January 2018 including IFRS
15 and IFRS 9.
The nature and impact of amendment is described below:
IFRS 15 Revenue from Contracts with Customers
IFRS 15 supersedes 1AS 11 Construction Contracts, lAS 18 Revenue
and related Interpretations and it applies, with limited
exceptions, to all revenue arising from contracts with its
customers. IFRS 15 establishes a five-step model to account for
revenue arising from contracts with customers and requires that
revenue be recognised at an amount that reflects the consideration
to which an entity expects to be entitled in exchange for
transferring goods or services to a customer.
IFRS 15 requires entities to exercise judgement, taking into
consideration all of the relevant facts and circumstances when
applying each step of the model to contracts with their customers
The standard also specifies the accounting for the incremental
costs of obtaining a contract and the costs directly related to
fulfilling a contract. In addition, the standard requires extensive
disclosures.
(b) New, amended standards, interpretations not adopted by the
Company
A number of new standards, amendments to standards and
interpretations to existing standards have been published that are
mandatory for the Company's accounting periods beginning after 1
January 2018, or later periods, where the Company intends to adopt
these standards, if applicable, when they become effective. The
Company has disclosed below those standards that are likely to be
applicable to the Company and is currently assessing the impact of
these standards.
-- IFRS 16 Lease, effective date 1 January 2019 sets out the
principles for the recognition, measurement, presentation and
disclosure of leases for both parties to a contract, i.e. the
customer ('lessee') and the supplier ('lessor'). IFRS 16 completes
the IASB's project to improve the financial reporting of leases and
replaces the previous leases Standard, IAS 17 Leases, and related
Interpretations.
-- IFRIC 23 "Uncertainty over Income Tax Treatments", effective
date 1 January 2019 clarifies application of recognition and
measurement requirements in IAS 12 Income Taxes when there is
uncertainty over income tax treatments.
Management has not yet fully assessed the impact of these
standards but does not believe they will have a material impact on
the financial statements.
2.2 Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the steering committee that makes
strategic decisions. In the opinion of the director, the company
has one class of business, being that of an investment Company. The
company's primary reporting format is determined by the
geographical segment according to the location of its
establishments. There is currently only one geographic reporting
segment, which is the UK. All costs are derived from the single
segment.
2.3 Cash and cash equivalents
Cash and cash equivalents comprised of cash at bank and in
hand.
Equity
Equity comprises the following:
-- Share capital: the nominal value of equity shares
-- Share premium
-- Loan notes equity reserve and
-- Accumulated deficit.
Equity instruments
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from proceeds.
Financial assets
On initial recognition, financial assets are classified as
either financial assets at fair value through the statement of
profit or loss, held-to-maturity investments, loans and receivables
financial assets, or available-for-sale financial assets, as
appropriate.
Loans and receivables
The Company classifies all its financial assets as trade and
other receivables. The classification depends on the purpose for
which the financial assets were acquired.
Trade receivables and other receivables that have fixed or
determinable payments that are not quoted in an active market are
classified as loans and receivables financial assets. Loans and
receivables financial assets are measured at amortised cost using
the effective interest method, less any impairment loss. Interest
income is recognised by applying the effective interest rate,
except for short-term receivables when the recognition of interest
would be immaterial.
The Company's loans and receivables financial assets comprise
other receivables (excluding prepayments) and cash and cash
equivalents included in the Statement of Financial Position.
Financial liabilities
Financial liabilities are recognised when, and only when, the
Group becomes a party to the contracts which give rise to them and
are classified as financial liabilities at fair value through the
profit and loss or loans and payables as appropriate.
When financial liabilities are recognised initially, they are
measured at fair value plus directly attributable transaction costs
and subsequently measured at amortised cost using the effective
interest method other than those categorised as fair value through
income statement.
Fair value through the income statement category comprises
financial liabilities that are either held for trading or are
designated to eliminate or significantly reduce a measurement or
recognition inconsistency that would otherwise arise. Derivatives
are also classified as held for trading unless they are designated
as hedges. There were no financial liabilities classified under
this category.
The Company determines the classification of its financial
liabilities at initial recognition and re-evaluate the designation
at each financial year end.
A financial liability is de-recognised when the obligation under
the liability is discharged, cancelled or expires.
When an existing financial liability is replaced by another from
the same party on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or
modification is treated as a de-recognition of the original
liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in the
income statement.
2.5 Taxation
Income tax expense represents the sum of the tax currently
payable and deferred tax.
There is no tax currently payable based on the Company making a
loss for the year. Taxable profit differs from net profit as
reported in the statement of comprehensive income because it
excludes items of income and expense that are taxable or deductible
in other years, 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 end of the reporting period.
Deferred tax is recognised on temporary differences between the
carrying amount of assets and liabilities in the consolidated
financial statements and the corresponding tax bases used in the
computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible
temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible
temporary differences can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary differences arise
from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences associated with investments in subsidiaries, except
where the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will
not reverse in the foreseeable future. Deferred tax assets arising
from deductible temporary differences associated with such
investments are only recognised to the extent that it is probable
that there will be sufficient taxable profits against which to
utilise the benefits of the temporary differences and they are
expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the
end of the each reporting period 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 asset to be recovered.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the period in which the
liability is settled or the asset realised. The measurement of
deferred tax assets and liabilities reflects the tax consequences
that would follow from the manner in which the Company expects, at
the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or
loss, except when it relates to items that are recognised in other
comprehensive income or directly in equity, in which case the
current and deferred tax is also recognised in other comprehensive
income or directly in equity respectively. Where current tax or
deferred tax arises from the initial accounting for a business
combination, the tax effect is included in the accounting for the
business combination.
3 Critical accounting estimates and judgments
The company makes certain judgements and estimates which affect
the reported amount of assets and liabilities. Critical judgements
and the assumptions used in calculating estimates are continually
evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances.
In the process of applying the Company's accounting policies,
which are described above, the Directors do not believe that they
have had to make any assumptions or judgements that would have a
material effect on the amounts recognised in the financial
information.
4 Financial risk management
The Company's activities may expose it to some financial risks.
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) Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting obligations associated with financial
liabilities. The responsibility for liquidity risks management
rest
with the Board of Directors, which has established appropriate
liquidity risk management framework for the management of the
company's short term and long-term funding risks management
requirements. During the period under review, the Company has not
utilised any borrowing facilities. The Company manages liquidity
risks by maintaining adequate reserves by continuously monitoring
forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.
b) Capital risk
The Company takes great care to protect its capital investments.
Significant due diligence is undertaken prior to making any
investment. The investment is closely monitored.
Financial Risk Management Financial instruments by category
Financial assets 31 December 2018 31 December 2017
GBP'000 GBP'000
Other receivables 148 122
Prepayments and Accrued interest 21
12
Cash and cash equivalents 31 69
Total current financial assets 200 193
Financial liabilities 31 December 2018 31 December 2017
GBP'000 GBP'000
Trade and other payables 227
23
Convertible Loan notes 194 -
Total current financial liabilities 421 23
Fair value hierarchy All the financial assets and financial
liabilities recognised in the financial statements which are
short-term in nature are shown at the carrying value which also
approximates the fair values of those financial instruments.
Therefore, no separate disclosure for fair value hierarchy is
required.
The Company's activities expose it to a variety of financial
risks, mainly credit risk and liquidity risk.
Market risk Market risk is defined as the risk that the fair
value of future cash flows of a financial instrument will fluctuate
because of changes in market prices. Company's market risks arise
from open positions in (a) interest bearing assets and liabilities,
and (b) foreign currencies; to the extent that these are exposed to
general and specific market movements (see details below).
(i) Interest rate risk The Company's interest-bearing assets
comprise of only cash and cash equivalents. As Papillon Holdings'
interest-bearing assets do not generate significant amounts of
interest; changes in market interest rates do not have any
significant direct effect on its income.
(ii) Currency risk The Company is exposed to movement in foreign
currency exchange rates arising from normal trading transactions
that are denominated in currencies other than the respective
functional currencies of the entity, primarily with respect to GBP.
The Company does not have a policy to hedge its exposure to foreign
currency exchange risk as the Company has both revenue and
exposures denominated in GBP such that the net exposure is
declining as the Company moves towards being naturally hedged.
Credit risk Credit risk refers to the risk that a counterparty
will default on its contractual obligations resulting in financial
loss to the Company. Credit risk arises from cash balances
(including bank deposits, cash and cash equivalents) and credit
exposures to trade receivables. The Company's maximum exposure to
credit risk is represented by the carrying value of cash and cash
equivalents and trade receivables.
Liquidity risk: Trade and other payables are monitored as part
of normal management routine.
Borrowings and other liabilities mature according to the
following schedule:
2018 2017
Within 1 year Within 1 year GBP'000
GBP'000
Trade and other payables 227
37
Convertible Loan notes 194
-
5 Operating loss, expenses by nature and personnel
Year to 31 Year to
December 31 December
2018 GBP'000 2017
GBP'000
Operating loss is stated after
charging:
Directors Remuneration 2 24
Consulting and advisory fees 116 247
Premises 35 35
Legal and professional fees 56 7
Listing costs 12 47
Audit fees 9 9
Other administrative expenses 154 92
-------------- -------------
Total administrative expenses 384 461
============== =============
6 Personnel
The average monthly number of employees during the period was
two, being the directors.
There were no benefits, emoluments or remuneration payable
during the period for key management personnel other than the
GBP2,000 disclosed in Note 5 and GBP2,578 paid in fees and
disclosed in note 20 as a related party transaction.
7 Taxation
Year ended Year to
31 December 31 December
2018 2017
GBP'000 GBP'000
Total current tax - -
------------- -------------
Factors affecting the tax charge
for the period
Loss on ordinary activities before
taxation (397) (161)
------------- -------------
Loss on ordinary activities before
taxation multiplied by standard
rate of UK corporation tax of
19% (2017: 19%) (75) (30)
Effects of:
Non-deductible expenses 26 11
Tax losses carried forward 49 19
Current tax charge for the period - -
------------- -------------
No liability to UK corporation tax arose on ordinary activities
for the current period.
The company has estimated tax losses of GBP573,000 available for
carry forward against future trading profits.
The tax losses have resulted in a deferred tax asset of
approximately GBP109,000 (2017: GBP64,000) which has not been
recognised in the financial statements due to the uncertainty of
the recoverability of the amount.
8 Earnings per share
Year to 31 Year to 31
December December
2018 2017
Basic loss per share
is calculated by dividing
the loss attributable
to equity shareholders
by the weighted average
number of ordinary shares
in issue during the period:
Loss after tax attributable (GBP396,749) (GBP160,993)
to equity holders of
the company
Weighted average number
of ordinary shares 132,400,000 132,400,000
Basic and diluted loss
per share (0.299p) (0.122p)
============= ==============
There were no potential dilutive shares in issue during the
period
9 Capital risk management
The Directors' 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. At the date of this financial information, the
Company had been financed by the introduction of capital. In the
future, the capital structure of the Company is expected to consist
of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves.
10 Other receivables
2018 2017
GBP'000 GBP'000
Other receivables 148 122
Prepayments and accrued
interest 21 2
-------- --------
169 124
======== ========
11 Cash and cash equivalents
2018 2017
GBP'000 GBP'000
Cash at bank 31 69
-------- --------
31 69
======== ========
12 Trade and other payables
2018 2017
GBP'000 GBP'000
Trade payables 166 12
Accruals 61 11
-------- --------
227 23
======== ========
13 Borrowings
Convertible loans
On 26 October 2018 the Company issued GBP100,000 convertible
loan notes, repayable on 25 October 2019 if not converted into
shares prior to that date, and bearing interest at 10% p.a, payable
quarterly in arrears. On 28 November 2018 the Company also issued
GBP100,000 convertible loan notes, repayable on 27 November 2019 if
not converted into shares prior to that date, and bearing interest
at 10% p.a, payable quarterly in arrears.
The net proceeds from the two separate issues of the loan notes
have been split between the liability element and an equity
component, representing the fair value of the embedded option to
convert the liability into equity of the Company:
The Directors estimate the fair value of the liability component
of the loan notes at 31 December 2018 to be approximately
GBP193,958. This fair value has been calculated by discounting the
future cash flows at the deemed market rate of 12%.
14 Share capital
2018 2017
GBP'000 GBP'000
Allotted, called up and fully paid
132,400,000 Ordinary shares of GBP0.001
each 132 132
-------- --------
132 132
======== ========
The ordinary shares have attached to them full voting, dividend
and capital distribution (including on winding up) rights; they do
not confer any rights of redemption.
The Company has issued Placing warrants to the Placees to
subscribe at 1.5 pence per Ordinary share for up to 41,200,000
Ordinary shares each on the basis of one Placing warrant for every
two Placing shares subscribed for by each Placee. The Placing
warrants are unlisted and are exercisable up to the second
anniversary of Admission in whole or in a minimum aggregate amount
of 50,000 Placing warrants.
The Company has issued Founder warrants to James Longley and
Charles Tatnall, to subscribe at 1.25 pence per Ordinary share for
up to 10 million Ordinary shares each, they also hold placee
warrants of 5 million each. The Founder warrants are unlisted and
are exercisable up to the third anniversary of Admission in whole
or in a minimum aggregate amount of 50,000 Founder warrants.
The Company has issued Broker warrants to JIM Nominees Limited
to subscribe at the Placing Price for up to 10,300,000 Ordinary
Shares. The Broker warrants are unlisted and are exercisable up to
the fifth anniversary of Admission in whole or in a minimum
aggregate amount of 50,000 Broker warrants.
15 Accumulated deficit
2018 2017
GBP'000 GBP'000
At start of period (564) (403)
Loss for the period (397) (161)
As at 31 December (961) (564)
======== ========
16 Contingent liabilities
The company has no contingent liabilities in respect of legal
claims arising from the ordinary course of business.
17 Capital commitments
There was no capital expenditure contracted for at the end of
the reporting period but not yet incurred.
18 Ultimate controlling party
As at 31 December 2018 the ultimate controlling parties of the
Company are the Directors, Charles Tatnall and James Longley, who
have a combined shareholding of more than 50% of the ordinary share
capital of the company.
19 Events after the reporting period
On 10th May 2019, Company is expected to receive cash in
exchange of issuance of loan notes to Novum Securities Limited from
a committed loan note subscription. There are no other events after
the reporting period other than disclosed in the directors'
report.
20 Related party transactions
During the year ended 31 December 2018 the Directors received
consultancy fees through the following companies:
2018 Fees 2017
Director Company paid Fees paid
GBP GBP
James Longley
James Longley Limited 56,400 89,468
Charles Tatnall Tatbels Limited 56,400 89,000
---------- ------------
112,800 178,468
During the year ended 31 December 2018 the Directors were paid
fees which amounted to GBP2,578 as follows:
2018 Fees 2017 Fees
Director paid paid
GBP GBP
James Longley - 60,000
Charles Tatnall 2,578 60,000
---------- ----------
2,578 178,000
During the year ended 31 December 2018 the Company paid rent of
GBP35,400 (35,400: 2017) in respect of rental of offices. The head
lease on these offices is owned by James Longley.
During the year ended 31 December 2018 the Company made a loan
of GBP10,500 to Fandango Holdings PLC at a rate of 5% per month
payable upon demand. Charles Tatnall is a director of Fandango
Holdings PLC.
Assignment of Loan and Transfer of Litigation Rights
On 18 April 2018, James Longley assigned to the Company all of
James Longley's legal and beneficial right, title and interest in a
GBP100,000 loan that James Longley had made to an individual,
namely James Thorpe, between 5 February 2016 and 20 September 2017,
to fund two new ventures started by Mr Thorpe ("New Ventures").
James Longley's interests in bringing claims against Mr Thorpe and
the New Ventures in respect of James Longley's GBP100,000 loan are
aligned with the interests of the Company, which had also loaned
monies to Mr Thorpe and the New Ventures in anticipation of a
possible reverse takeover by the Company of the New Ventures. In
exchange for making this assignment, James Longley is to receive
GBP90,000 from the Company. The amount due to James Longley is
included other payables and an impairment of GBP90,000 has been
booked against claims receivable from Mt Thorpe and New
Ventures.
Separately, on 18 April 2018, James Longley transferred to the
Company rights to bring a claim against Mr Thorpe arising out of an
arrangement between James Longley, individually, and Mr Thorpe,
individually, for James Longley to have business opportunities in
respect of the New Ventures. In exchange for making this transfer,
James Longley is to receive GBP95,000 from the Company.
Accordingly, by virtue of James Longley's loan assignment and
litigation-rights transfer, the Company has a contingent liability
to James Longley and a contingent asset on the recovery from Mr
Thorpe and New Ventures.
During the year ended 31 December 2018 the Company made loans of
GBP57,000 to Stranger Holdings PLC at an interest rate of 5% per
month. The loan amount was fully repaid by 17 December 2018. Both
Charles Tatnall and James Longley are directors of Stranger
Holdings PLC.
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 or visit www.rns.com.
END
MSCUOUBRKAABRAR
(END) Dow Jones Newswires
July 03, 2019 13:29 ET (17:29 GMT)
Papillon (LSE:PPHP)
Historical Stock Chart
From Oct 2024 to Nov 2024
Papillon (LSE:PPHP)
Historical Stock Chart
From Nov 2023 to Nov 2024
