TIDMHELD
RNS Number : 3413L
Hellenic Dynamics PLC
30 December 2022
30 December 2022
Hellenic Dynamics plc
("HELD", "Hellenic Dynamics" or "the Company")
Interim Results for the six months ended 30 September 2022
London, 30 December 2022: Hellenic Dynamics plc (LSE: HELD) the
medical cannabis cultivator specifically focused on the cultivation
and supply of THC dominant strains of medical cannabis flowers
destined for the growing medical cannabis markets across Europe.
Hellenic Dynamic's core strategy is to develop and operate its
40,000 square metre active cultivation licence from its 195,506
square metre facility located near Thessaloniki in Northern Greece.
Once in full production, Hellenic will be capable of producing over
54,000 kg of dried flowers per annum.
The Company reports its half-yearly results for the six months
ended 30 September 2022 (the "Period"). As the Period relates to a
point in time prior to the completion of the acquisition of
Hellenic Dynamics SA, admission of the Company's enlarged share
capital to the standard listing segment of the Official List and to
trading on the London Stock Exchange's Main Market ("Admission") on
5 December 2022, the results being reported do not directly relate
to the activities of the Company and shareholders are directed to
the information in the Company's recent prospectus for further
information.
Operational highlights for the period
-- Complete substantial transaction due diligence and gain
approval for the enlarged company's prospectus; and
-- Commence fundraise by way of subscription to achieve minimum
working capital requirements of the enlarged entity as per the
company prospectus
Operational highlights for post period-end
-- Completion of the acquisition and Admission to London Stock Exchange
Financial highlights for the period
Cash at 31 March 2022 of GBP 2,095,682 , with current cash as at
30 September 2022 of GBP1,884,210.
Davinder Rai, CEO of Hellenic Dynamics plc, commented:
"These results, our first as a public company, cover the period
ended 30 September 2022 prior to our successful Admission and
reverse takeover of UK SPAC plc by Hellenic Dynamics SA (renamed
Hellenic Dynamics plc), where we raised GBP1,125,000, providing the
company with over GBP2,626,600 to support our growth plans. On
Admission, we became the first medical cannabis cultivator to be
admitted to the Main Market.
Since Admission, the Hellenic Dynamics team has not ceased it
its ambition to provide dried THC medical cannabis flowers to the
25 European countries that now allow medical cannabis to patients
via prescription".
The Directors of the Company accept responsibility for the
content of this announcement.
Enquiries:
Hellenic Dynamics plc +44 (0)20 3818 7850
Davinder Rai davinder@hellenicdynamics.com
Cairn Financial Advisers
Emily Staples / Jo Turner +44 (0)20 7213 0880
Peterhouse Capital - Corporate
Brokers
Lucy Williams / Charles Goodfellow +44 (0)20 7469 0930
J&H Communications Limited
James Henderson +44 (0)20 7933 8780
George Hudson +44 (0)7768 807631
About Hellenic Dynamics plc
Founded in 2019 Hellenic Dynamics is specifically focused on the
cultivation and supply of THC dominant strains of medical cannabis
flowers, destined for the growing medical cannabis markets across
Europe. Hellenic Dynamics' core strategy is to develop and operate
its 40,000 square metre active cultivation licence from its 195,506
square metre facility located near Thessaloniki in Northern Greece.
In full production Hellenic Dynamics is capable of producing over
54,000 kg of dried flowers per annum.
Hellenic Dynamics will take advantage of its relatively low cost
base resulting from a comparatively low cost of power, having its
own running water supply and the labour rates for skilled and
semi-skilled labour in Northern Greece.
25 European countries now allow medical cannabis via
prescription and the European medicinal cannabis market is expected
to reach EUR43.3 billion per annum by 2027. Sales of Hellenic
Dynamics' dried THC-dominant cannabis flowers and extracts are
initially intended for export into Europe's largest market -
Germany, in addition to other European markets including
domestically in Greece.
As the first medical cannabis cultivator to obtain a Main Market
listing, Hellenic is significantly different to the number of CBD
(Cannabidiol) related companies that have appeared over the recent
years. Hellenic Dynamics cultivates THC (Tetrahydrocannabinol)
dominant medical cannabis flowers. THC-dominant medical cannabis
products are only available via a medical prescription and have
been approved for use in the UK, plus 24 other European countries
for conditions including but not limited to chronic pain,
intractable chemotherapy-related nausea, PTSD, Anxiety, Insomnia,
Tourette's syndrome, substance use disorder, Multiple Sclerosis,
IBS, spinal cord treatment, lack of appetite due to HIV/AIDS,
Cachexia, Anorexia and Glaucoma.
For further information please visit our website
www.hellenicdynamics.com .
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should" "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
Chairman's statement
The Company did not trade during the period covered by this
statement, however significant work was undertaken by it and the
previous directors to progress the acquisition of Hellenic Dynamic
SA.
The Chairman is delighted that the acquisition completed on 5
December 2022, together with listing on the main market of the
London Stock Exchange.
The acquisition cost of Hellenic was GBP31,243,342.59 and that
the consideration for the transaction was satisfied by the issue
and allotment of a total of 10,414,447,530 consideration shares on
completion (such shares having an implied issue price of
GBP0.003).
The only transactions in the period were costs of operating the
Company and transaction costs of progressing the acquisition which
amounted to GBP279,667 in total.
On 5 December 2022, following the acquisition, P H Jay, S R
Grant-Rennick and N B Fitzpatrick resigned as directors and the
following appointments were made:
-- Davinder Rai, Chief Executive Officer
-- Dr. Filippos Papadopoulos, Executive Director
-- Sir Anthony Jolliffe, Non-executive Chairman
-- Joseph Colliver, Non-executive Director
Hellenic Dynamics
Founded in 2019, Hellenic Dynamics SA was a private Greek
company specifically focused on the cultivation and supply of THC
dominant strains of medical cannabis flowers, destined for the
growing medical cannabis markets across Europe.
Hellenic Dynamics SA's core strategy remains to develop and
operate its 40,000 square metre active cultivation licence from its
195,506 square metre facility located near Thessaloniki in Northern
Greece. In full production Hellenic Dynamics is capable of
producing over 54,000 kg of dried flowers per annum.
Hellenic Dynamics will take advantage of its relatively low cost
base resulting from a comparatively low cost of power, having its
own running water supply and the labour rates for skilled and
semi-skilled labour in Northern Greece.
Twenty five European countries now allow medical cannabis via
prescription and the European medicinal cannabis market is expected
to reach EUR43.3 billion per annum by 2027. Sales of Hellenic's
dried THC-dominant cannabis flowers and extracts are initially
intended for export into Europe's largest market - Germany, in
addition to other European markets including domestically in
Greece. As the first medical cannabis cultivator to obtain a Main
Market listing, Hellenic is significantly different to the number
of CBD (Cannabidiol) related companies that have appeared over the
recent years. Hellenic cultivates THC (Tetrahydrocannabinol)
dominant medical cannabis flowers. THC-dominant medical cannabis
products are only available via a medical prescription and have
been approved for use in the UK, plus 24 other European countries
for conditions including but not limited to chronic pain,
intractable chemotherapy-related nausea, PTSD, Anxiety, Insomnia,
Tourette's syndrome, substance use disorder, Multiple Sclerosis,
IBS, spinal cord treatment, lack of appetite due to HIV/AIDS,
Cachexia, Anorexia and Glaucoma.
Condensed statement of comprehensive income
For the six months ended 30 September 2022
6 months 6 months
to 30 September to 30 September
2022 2021
(unaudited) (unaudited)
Note GBP GBP
Revenue - -
Cost of sales - -
----------------- -----------------
Gross profit - -
Administrative expenses (279,667) (427,783)
----------------- -----------------
Operating profit (279,667) (427,783)
Net finance costs - -
----------------- -----------------
Profit before income
tax (279,667) (427,783)
Income tax expense - -
----------------- -----------------
Total comprehensive profit
for the period (279,667) (427,783)
================= =================
Earnings per share 7
Basic earnings per share (0.015)p (0.023)p
There are no recognised gains and losses other than those
passing through the Statement of Comprehensive Income.
Condensed statement of financial position
As at 30 September 2022
30 September 31 March
2022
(Unaudited) 2022
(audited)
Note GBP GBP
ASSETS
Current assets
Trade and other receivables 329,196 216,871
Cash and cash equivalents 1,884,210 2,095,682
2,213,406 2,312,553
-------------- ------------
TOTAL ASSETS 2,213,406 2,312,553
============== ============
EQUITY AND LIABILITIES
Share capital and reserves
Issued share capital 8 4,122,400 4,122,400
Share premium 8 2,816,208 2,816,208
Capital redemption reserve 7,500 7,500
Retained earnings (4,961,583) (4,681,916)
-------------- ------------
TOTAL EQUITY 1,984,525 2,264,192
-------------- ------------
Current liabilities
Trade and other payables 228,881 48,361
228,881 48,361
Non-current liabilities
Loan notes - -
TOTAL LIABILITES 228,881 48,361
-------------- ------------
TOTAL EQUITY & LIABILITIES 2,213,406 2,312,553
============== ============
Co ndens ed s tat e m ent of changes in equity
Fo r the six m onths ended 30 September 2022
Sh ar Sh ar e Capital R e t ai To t a
e ca p p re m i redemption n ed ear l
i t al um reserve n i ng s
GBP
GBP GBP GBP GBP
B a la n c e at
1 April 2021 4,122,400 2,816,208 7,500 (4,180,798) 2,765,310
Share based payment
charge - - - 112,578 112,578
T o ta l c omp r
e h e nsi ve income - - - (427,783) (427,783)
--------- ------------ ----------- ----------- ---------
B a la n c e at
30 September 2021 4,122,400 2,816,208 7,500 (4,496,003) 2,450,105
--------- ------------ ----------- ----------- ---------
B a la n c e at
1 October 2021 4,122,400 2,816,208 7,500 (4,496,003) 2,450,105
T o ta l c omp r
e h e nsi ve income - - - (185,913) (185,913)
--------- ------------ ----------- ----------- ---------
B a la n c e at
31 March 2022 4,122,400 2,816,208 7,500 (4,681,916) 2,264,192
--------- ------------ ----------- ----------- ---------
B a la n c e at
1 April 2022 4,122,400 2,816,208 7,500 (4,681,916) 2,264,192
T o ta l c omp r
e h e nsi ve income - - - (279,667) (279,667)
--------- ------------ ----------- ----------- ---------
B a la n c e at
30 September 2022 4,122,400 2,816,208 7,500 (4,961,583) 1,984,525
--------- ------------ ----------- ----------- ---------
Condensed cash flow statement
For the six months ended 30 September 2022
6 months 6 months
to to
30 September 30 September
2022 2021
(unaudited) (unaudited)
GBP GBP
Cash from operating activities:
Operating profit (279,667) (427,783)
Adjusted for:
Share based payment charge - 112,578
(Increase)/ decrease in trade and other
receivables (112,325) (25,647)
(Decrease)/ increase in trade and other
payables 180,520 (61,091)
--------------- --------------
Cash (used in)/ generated by operations (211,472) (401,943)
Finance costs - -
Taxation paid - -
Net cash (outflow)/inflow from operating
activities (211,472) (401,943)
--------------- --------------
Cash flows from investing activities: - -
Net cash flows from / (used) in investing
activities - -
--------------- --------------
Cash flows from financing activities: - -
Net cash flows from financing activities - -
=============== ==============
Net (decrease)/increase in cash and
cash equivalents (211,472) (401,943)
Cash and cash equivalents brought
forward 2,095,682 2,858,775
--------------- --------------
Cash and cash equivalents carried
forward 1,884,210 2,456,832
=============== ==============
For the purposes of the cash flow statement, cash and cash
equivalents comprise the following:
As at 30 As at 30
September September
2022 2021
GBP GBP
Cash at bank and in hand 1,884,210 2,456,832
Bank overdraft - -
1,884,210 2,456,832
============ ===========
1. Corporate information
The interim condensed financial statements of Hellenic Dynamics
plc for the six months ended 30 September 2022 were authorised for
issue in accordance with a resolution of the directors on 29
December 2022.
Hellenic Dynamics plc ("the Company") is a limited company,
incorporated in England and Wales, whose shares are publicly traded
on the London Stock Exchange in the standard segment.
The address of its registered office is 21 Arlington Street,
London, SW1A 1RN.
On 1 December 2022, the Company changed its name from U.K. SPAC
Plc to Hellenic Dynamics plc.
2. Notes to the Interim Report
B a s is of preparation
T h e Company's half-yearly f i n a ncial state m e n ts f or
the s ix m o n t hs en ded 30 September 2022 were auth orised f or
is s ue by the directors on 29 December 2022.
T h e half-yearly fin a ncial state men t s, w hich are u nau
dited, do n ot con stit ute s tatuto ry accou n ts wit h in t he
meaning of Section 434 of t he C o m p a nies Act 2006. T he
statuto ry accou nts f or t he year en ded 31 March 2022 have been
filed with t he Regis t rar of Co m panies at C o m panies Hou se.
T he au dit report on t he statuto ry accou n ts f or the year en
ded 31 March 2022 was u n q ualified and did n ot co ntain a ny
state men ts un der Section 498 (2) or ( 3) of the C o m panies Act
2006.
T h e annu al f i n a ncial state m e nts of Hellenic Dynamics f
or the year en ded 31 March 2023 w ill be prepar ed in accordance
with international accounting standards in conformity with the
requirements of the Companies Act 2006,
IFRIC Interpretations and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS. A ccordin g l y,
these inter im f i nan cial state ments h a ve been prepared us i
ng accou nti ng policies con siste nt with t h o se w hich will be
adopted by t he Company in t he f i nancial state m e nts a nd in
co m pliance with IAS 34 " I nter im finan cial reporting".
Whilst the Company does not have any subsidiaries during the
period, the company has made an acquisition before the year ended
31 March 2023 and therefore consolidated accounts will be required
for the full year in accordance with IFRS 10.
T h e inter im f i n a ncial state men ts have been prepared in
accordance w ith the acco unti ng policies set o ut in the ann ual
fin a ncial state men ts f or the year en ded 31 March 2022.
There is a prior period amendment in respect of the interim
financial statements for the period ended 30 September 2021.
Acquisition costs amounting to GBP166,510 were previously
capitalised and have now been treated as an expense. The correct
treatment was reflected in the financial statements for the year
ended 31 March 2022.
3. New standards adopted
There are no accounting pronouncements which have become
effective from 1 April 2022 that have a significant impact on the
Company's interim condensed financial statements.
4. Significant accounting policies
The interim condensed financial statements have been prepared in
accordance with the accounting policies adopted in the Company's
most recent annual financial statements for the year ended 31 March
2022.
5. Estimates and judgements
The judgements, estimates and assumptions applied in the interim
condensed financial statements, including the key sources of
estimation uncertainty, were the same as those applied in the
Company's last annual financial statements for the year ended 31
March 2022.
6. Going concern
The interim financial statements are prepared on a going concern
basis which the directors believe to be appropriate. At the balance
sheet date, the company had net assets of GBP2m and a cash balance
of GBP1.88m. Subsequent to the year end and following the reverse
acquisition of Hellenic Dynamics SA the company have raised cash of
GBP1.125m as a result of shares and loan note issues, which will
support the growth plans of the group. The Directors are confident
that the group will be able to meet its obligations as they fall
due.
7. Earnings per share
The basic earnings per share is calculated by dividing the
earnings attributable to equity shareholders by the weighted
average number of shares in issue.
T h e weig hted aver a ge nu m ber of shares in t he period w a
s:
6 months 6 months Year-ended
to to
30 September 30 September 31 March 2022
2022 2021
(unaudited) (unaudited) (audited)
Number Number Number
B asic ordinary shares of 0.1p
each 1,852,219,137 1,852,219,137 1,852,219,137
--------------- -------------- ---------------
Total 1,852,219,137 1,852,219,137 1,852,219,137
=============== ============== ===============
E a rning attributable to equity shareholders of the parent
6 months 6 months 12 months
to to to
30 September 30 September 31 March 2022
2022 2021
(unaudited) (unaudited) (audited)
GBP GBP GBP
Basic earnings per share (0.015)p (0.023)p (0.033)p
=============== ============== ===============
The loss attributable to equity shareholders and weighted
average number of ordinary shares for the purposes of calculating
diluted earnings per ordinary share are identical to those used for
basic earnings per ordinary share. This is because the exercise of
share options would have the effect of reducing the loss per
ordinary share and is therefore anti-dilutive.
8. Share Capital
30 September 2022 31 March 2022
-------------------------- --------------------------
Number GBP Number GBP
Allotted, called
up and fully paid
Ordinary shares of
0.1p each 1,852,219,137 1,852,218 1,852,219,137 1,852,218
Founder shares of
GBP1 each 2,270,182 2,270,182 2,270,182 2,270,182
---------- ----------
4,122,400 4,122,400
========== ==========
2,270,182 Founder shares were issued in 2016. The founder shares
are not quoted and do not carry a right to vote or to receive a
dividend.
Warrants
Details of the warrants outstanding during the period are as
follows;
Weighted Weighted
average remaining average
contractual exercise
life (years) price
Number GBP
Brought forward at 1 April
2022 0.92 1,647,594,936 0.003
Granted - - -
Lapsed (0.92) (1,584,810,126) (0.003)
Carried forward at 30 September - 62,784,810 -
2022
=================== ================ ==========
Share Options
Details of the equity settled EMI share options outstanding
during the period are as follows:
Weighted
average
Weighted average exercise
remaining contractual price
Number life (years) GBP
Brought forward at 1 April
2022 111,133,148 0.5 0.002
Granted - - -
Lapsed - - -
Carried forward at 30 September
2022 111,133,148 0.0 0.002
============ ======================= ==========
Although the last day for exercising the EMI share options was 1
September 2022, subsequent to the year end the exercise date was
extended to 30 September 2027.
The fair value of the remaining share options has been
calculated using the Black-Scholes model. The assumptions used in
the calculation of the fair value of the share options outstanding
during the year are as follows:
Grant Date 3 March 2021
Exercise period March 2021 - September
2022
Share price at date
of grant 0.33p
Exercise price 0.1975p
Shares under option 111,133,148
Expected volatility 26%
Expected life (years) 1.5
Risk free rate 0.01%
Expected dividend
yield 0%
Fair value per option 0.12p
Volatility was determined by reference to the standard deviation
of expected share price returns based on a statistical analysis of
the daily share value of the AIM All-Share Market over a 1-year
period to grant date. All of the above options are equity settled
and the charge for the period is GBPNil as all of the charge was
recognised in prior periods (Mar 2022 - GBP122,578).
9. Related party transactions
During the period, the former Directors received remuneration of
GBP35,000 (2021 - GBP25,000) and fees of GBP17,500 (2021 -
GBP18,600).
10. Subsequent events
Post period end on 5 December 2022 Hellenic Dynamics Plc ("the
Company") formerly known as UK SPAC Plc acquired through share for
share exchange the entire share capital of Hellenic Dynamic S.A
("Hellenic"). a company whose principal activity is the cultivation
of medical grade cannabis.
Although the transaction resulted in Hellenic becoming a wholly
owned subsidiary of the Company, the transaction constituted a
reverse acquisition, as the previous shareholders of Hellenic own a
substantial majority of the Ordinary Shares of the Company and the
executive management of Hellenic became the executive management of
the Company.
In substance, the shareholders of Hellenic acquired a
controlling interest in the Company and the transaction will
therefore be accounted for as a reverse acquisition. As the
Company's activities prior to the acquisition were purely that of a
cash shell seeking a suitable acquisition, it will not meet the
definition of a business in accordance with IFRS 3. Accordingly,
this reverse acquisition will not constitute a business combination
and will be accounted for in accordance with IFRS 2 "Share-based
Payments" and associated IFRIC guidance. Although, the reverse
acquisition is not a business combination, the Company has become a
legal parent and will be required to apply IFRS 10 and prepare
consolidated financial statements.
The acquisition cost of Hellenic was GBP31,243,342.59 the
consideration for the transaction was satisfied by the issue and
allotment of a total of 10,414,447,530 Consideration Shares to the
Sellers, such shares having an implied issue price of GBP0.003.
Further to the above, the following events took place after the
period end;
-- The subscription for 250,000,000 new ordinary shares at a
subscription price of GBP0.003 each to raise GBP750,000.
-- The issue of unsecured convertible loan notes raising a
further GBP375,000, the convertible loan notes holder will be able
to convert at a price of 0.3 pence and the subscription for the
loan notes is conditional to admission.
-- The grant of 1,171,555,000 new options to the members of the
board, management, and members of the advisory board.
-- The grant of an aggregate total of 375,000,000 warrants to
investors participating in the subscription and the subscription
for loan notes.
11. Statement of Directors' responsibilities
The Directors of Hellenic Dynamics plc are set out on page 3 of
this report. We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting as adopted
for use in the UK.
-- the interim management report includes a fair review of the information required by;
o DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year 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 year; and
o DTR 4.2.8R if the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
By order of the Board
Davinder Rai
Chief Executive Officer
29 December 2022
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