TIDMSTHP
RNS Number : 3105L
Stranger Holdings PLC
24 December 2018
Stranger Holdings plc / Index: LSE / Epic: STHP / Sector:
Investment
24 December 2018
Stranger Holdings plc ('Stranger' or 'the Company')
Final Results
Stranger Holdings plc, the company formed to undertake an
acquisition of a target company or business, announces its results
for the period ended 31(st) March 2018.
Chairman's Report
Stranger Holdings PLC ("the Company") is an investment company
with the original primary objective of undertaking a single
acquisition of a target company, business or asset in the
industrial or service sector to which end it announced non-binding
Heads of Terms to acquire Alchemy Utilities Limited ("Alchemy") via
a reverse takeover transaction as described below.
Results for the period
For the period from 1 April 2017 to 31 March 2018, the Company's
results include the ongoing running costs of the Company and
ongoing costs in connection with the reverse takeover of Alchemy
which is progressing but is still being reviewed by UKLA having
been approved by the Takeover Panel. Because of the length of time
these reviews have taken we are having to update some of the
financial information before we can finalise the prospectus.
Subsequent to the approval of the takeover panel and UKLA we will
be able to conclude the regulatory processes and proceed with the
calling of the General Meeting and the publication of the
prospectus. The completion of the acquisition, the placing and
re-admission to trade in the standard segment of the London Stock
Exchange will follow in due course. The board expects the Company
to be re-admitted to the Official List and to trading on the main
market for listed securities of the London Stock Exchange by the
end of the first quarter of 2019.
The directors decided not to appoint corporate finance advisors
to the acquisition and reverse takeover and therefore all the work
in connection with the acquisition, reverse takeover and
re-admission to trading on the standard list of the London Stock
Exchange has been undertaken by the directors. However, the
directors have engaged accountants, lawyers, consultants and
professionals where necessary to assist in the transaction and the
Company has been obliged to request a professional opinion on
certain matters from independent corporate finance advisors with
regard to the Takeover Panel Review. Clearly, the length of time
the transaction has had to take, together with the inherent
complexities therein, has meant that the Directors have had to
devote substantially more time and effort on the transaction than
would have normally been expected in the normal course of such a
transaction. The directors have no control over the length of time
the Takeover Panel may take reviewing the case and, again, have no
control over the amount of reviews UKLA and the FCA may take in
reviewing the prospectus. The directors have replied to all queries
from both the Takeover Panel and UKLA as expeditiously as possible.
The financial disclosures have therefore had to be updated in the
prospectus which again means more time, effort, money expended by
all parties and further reviews by the regulatory bodies.
To assist with the growth of the business Stranger has entered
into a loan facility with Dover Harcourt Plc ("Dover") on 31
October 2017, which provides the company access to 5-year loan up
to GBP20 million. The facility is conditional on Dover issuing
bonds on the Frankfurt stock exchange. The Company is actively
marketing the bonds to retail investors and a copy of the teaser
for the bond may be viewed on the Company's website, in order to
extend the facility. Interest is charged at 7.75% per annum on the
nominal value of the bonds issued. Fund raising has been slow and
the directors intend to review the position of the facility post
completion of the Reverse Take-over of Alchemy. In the region of
GBP400,000 has been raised to date after commissions of brokers but
before costs of Bedford Row Capital and Dover Harcourt PLC who are
the issuers from whom Stranger effectively draw down a loan on the
same terms as the "bond" is marketed, effectively a back-to-back
arrangement. Audley Funding PLC is effectively a "pool" of
Companies wishing to raise funds through the bond market.
The directors have also arranged loans from various connected
companies and shareholders in addition to the sums down under the
Audley Funding Facility as described above. The majority of these
loans have been onward lent to Alchemy for their working capital
purposes as the transaction has taken longer than expected due to
the complexities of Irish Accounts, the extended summer period and
the requirement for further accounts and disclosures given the
extra time required to complete the transaction. The directors are
pleased that completion is now close and look forward to approval
of the transaction at general meeting. We have been able to pay
down GBP118,500 of these loans to date from the proceeds of the
bond loan facility described above.
Previously, in August 2017, the Company announced that it had
signed a non - binding Heads of Terms to acquire the entire issued
share capital of Alchemy Utilities Limited ('Alchemy'), a multi -
divisional, Irish based sustainable utility company, for new shares
in the Company (the 'Acquisition'). The Acquisition, if completed,
would result in Stranger shareholders having a minority interest in
the enlarged group (the 'Group').
Alchemy is a specialist in the complex field of waste to
synthetic gas production, renewable energy, and using waste energy
to provide drinking water through the removal of salt and other
contamination. It positions itself as the world leader in the
delivery of renewable, low/zero carbon community-based schemes
designed to deliver true 'circular economy', a model that looks
beyond the current "take, make and dispose" extractive industrial
model. It is a regenerative system in which resource input and
waste, emissions, and energy leakage are minimised by slowing,
closing and narrowing material and energy loops. This can be
achieved by long - lasting design, maintenance, repair, reuse,
remanufacturing, refurbishing and recycling. Further information is
available at www.alchemyutilities.ie.
In its pursuit of a circular economy, Alchemy aims to innovate,
deliver and operate full service projects, creating community based
and private renewable projects utilising its own decentralised
sustainable utility technologies. Alchemy has established a
collaboration agreement with Harper Adam' s University. As a
strategic development partners, HAU and their research partners
including UCD, will provide additional resources and independent
technical validation to the fully commercialised processes. (HAU
are ranked as the UK's no1 agricultural and food technology
University, and No1 in terms of their research and development
facilities with industrial partners).
Benefitting from an experienced management team, Alchemy has not
only already successfully secured the ownership of strategic IP and
patents but is in advanced stages of appointing a worldwide
distribution network extending through Europe into Asia to enable
the delivery of its innovative products.
The Acquisition continues to be subject, inter alia, to the
completion of due diligence, documentation and compliance with all
regulatory requirements, including the Listing and Prospectus Rules
and, as required, the Takeover Code. The directors of Stranger and
Alchemy are working closely together to ensure that the relisting
is successful and that the group will thereafter have the financial
and human resources and other business infrastructure required to
enable the combined group to achieve its short to medium term
growth and expansion plans.
The Future
The directors look forward with confidence to a bright future
for the combined group and we very much look forward to working
with the directors of Alchemy. Alchemy's technology is state of the
art in the fields that it operates and is patent protected together
with very strong IPR. The interest shown in their technology by
potential customers is growing and we fully expect that the group
will be profitable fairly quickly and the group will quickly move
towards a robust turnover.
We thank our shareholders very much for their patience during
the process of this reverse takeover until completion of this
acquisition.
Key performance indicators
There are no key performance indicators for this period as the
company has not completed its investment activity.
Principal risks and uncertainties
i. Business strategy
The Company is a relatively new entity with no operating history
and has not yet completed the acquisition of the target identified
and discussed above in the Chairman's report.
The Company may be unable to complete the Acquisition in a
timely manner or at all or to fund the operations of the target
business if it does not obtain additional funding following
completion of the acquisition.
ii. Liquidity Risk
The Directors have reviewed the working capital requirements and
believe that there is sufficient working capital to fund the
business.
Going Concern
As stated in note 2 to the financial statements, the directors
are satisfied that the Company has sufficient resources to continue
in operation for the foreseeable future, a period of not less than
12 months from the date of this report. Accordingly, they continue
to adopt the going concern basis in preparing the financial
statements.
On behalf of the board
__________________
James Longley
Director
21 December 2018
For further information visit www.strangerholdingsplc.com or
contact the following:
Stranger Holdings plc
James Longley Stranger Holdings plc info@strangerholdingsplc.com
Financial Adviser
Jon Isaacs Alfred Henry Corporate Finance Tel: +44 (0) 20 7251
Ltd 3762
Financial PR
Isabel de Salis St Brides Partners Ltd Tel: +44 (0) 20 7236
/ Cosima Akerman 1177
The directors present their report and the audited financial
statements for the year ended 31 March 2018.
Results and dividends
The trading results for the period and the company's financial
position at the end of the year are shown in the attached financial
statements.
The directors have not recommended a dividend.
Strategic Report
In accordance with section 414C (11) of the Companies Act 2006
the company chooses to report the review of the business, the
future outlook and the risks and uncertainties faced by the company
in the Strategic Report.
Directors
The following directors have held office during the year:
James Longley
Charles Tatnall
Substantial Interests
The Company has been informed of the following shareholdings
that represent 3% or more of the issued Ordinary Shares of the
Company as at 20 June 2018:
Shareholder Ordinary shares Percentage of the
of 0.1p Company's Ordinary
Share Capital
---------------------------- ---------------- --------------------
Jim Nominees Limited 47,090,000 32.30%
Hargreaves Lansdown
(Nominees) Limited 34,357,316 * 23.57%
Charles Ronald Spencer
Tatnall 30,000,000 20.58%
Peel Hunt Holdings Limited 8,789,830 6.03%
Hargreaves Lansdown
(Nominees) Limited 6,251,014 4.29%
*30,000,000 of these shares relate to James Longley
Dividends
No dividends will be distributed for the current period.
Supplier Payment Policy
It is the Company's payment policy to pay its suppliers in
conformance with industry norms. Trade payables are paid in a
timely manner within contractual terms, which is generally 30 to 45
days from the date an invoice is received.
Financial risk and management of capital
The major balances and financial risks to which the company is
exposed to and the controls in place to minimise those risks are
disclosed in Note 4.
The Board considers and reviews these risks on a strategic and
day-to-day basis in order to minimise any potential exposure.
Financial instruments
The company has not entered into any financial instruments to
hedge against interest rate or exchange rate risk.
Auditors
Jeffreys Henry LLP have been appointed auditors to the company
and in accordance with section 485 of the Companies Act 2006, a
resolution proposing that they be re-appointed will be put at a
General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Directors'
Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare Company and parent
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 for use in the European Union. Under company law the
directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the company and of the profit or loss for that period.
In preparing these financial statements, the directors are required
to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether they have been prepared in accordance with IFRS
as adopted by the European Union
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company. 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.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website.
Statement of disclosure to auditors
Each person who is a Director at the date of approval of this
Annual Report confirms that:
- So far as the Directors are aware, there is no relevant audit
information of which the Company's auditors are unaware; and
- each Director has taken all the steps that he ought to have
taken as Director in order to make himself aware of any relevant
audit information and to establish that the Company's auditors are
aware of that information.
- Each Director is aware of and concurs with the information included in the Strategic Report.
Post Balance Sheet Events
Further information on events after the reporting date are set
out in note 20.
On behalf of the board
________________
Director
James Longley
21 December 2018
Introduction
The information included in this report is not subject to audit
other than where specifically indicated.
Remuneration Committee
The remuneration committee consists of James Longley and Charles
Tatnall. This committee's primary function is to review the
performance of executive directors and senior employees and set
their remuneration and other terms of employment.
The Company has only had two executive director and no senior
employees.
The remuneration committee determines the company's policy for
the remuneration of executive directors, having regard to the UK
Corporate Governance Code and its provisions on directors'
remuneration.
The remuneration policy
Each of the Directors shall be paid a fee at such rate as may
from time to time be determined by the Board, but the aggregate of
all such fees so paid to the Directors shall not exceed GBP250,000
per annum or such higher amount as may from time to time be decided
by ordinary resolution of the Company. Any Director who is
appointed to any executive office shall be entitled to receive such
remuneration (whether by way of salary, commission, participation
in profits or otherwise) as the Board or any committee authorised
by the Board may decide, either in addition to or in lieu of his
remuneration as a Director. In addition, any Director who performs
services which in the opinion of the Board or any committee
authorised by the Board go beyond the ordinary duties of a
Director, may be paid such extra remuneration as the Board or any
committee authorised by the Board may determine.
Service agreements and terms of appointment
The directors have service contracts with the company.
Directors' interests
The directors' interests in the share capital of the company are
set out in the Directors' report.
Directors' emoluments
Details of the remuneration packages are included in note 6 in
the notes to the financial statements.
No pension contributions were made by the company on behalf of
its directors.
Approval by shareholders
At the next annual general meeting of the company a resolution
approving this report is to be proposed as an ordinary
resolution.
This report was approved by the board on 21 December 2018.
___________________
On Behalf of the Board
James Longley
Committee Chairman
Policy
The policy of the board is to manage the affairs of the Company
with reference to the UK Corporate Governance Code, which is
publicly available from the Financial Reporting Council.
Application of principles of good governance by the board of
directors
The board currently comprises the two directors: Charles
Tatnall, James Longley
There are regular board meetings each year and other meetings
are held as required to direct the overall company strategy and
operations. Board meetings follow a formal agenda covering matters
specifically reserved for decision by the board. These cover key
areas of the company's affairs including overall strategy,
acquisition policy, approval of budgets, major capital expenditure
and significant transactions and financing issues.
The board has delegated certain responsibilities, within defined
terms of reference, to the audit committee and the remuneration
committee as described below. The appointment of new directors is
made by the Board as a whole.
The board undertakes a formal annual evaluation of its own
performance and that of its committees and individual directors,
through discussions and one-to-one reviews with the Chairman and
the senior independent director.
Audit committee
The audit committee comprises the two directors: Charles Tatnall
and James Longley. The committee's terms of reference are in
accordance with the UK Corporate Governance Code. The committee
reviews the company's financial and accounting policies, interim
and final results and annual report prior to their submission to
the board, together with management reports on accounting matters
and internal control and risk management systems. It reviews the
auditors' management letter and considers any financial or other
matters raised by both the auditors and employees.
The committee considers the independence of the external
auditors and ensures that, before any non-audit services are
provided by the external auditors, they will not impair the
auditors' objectivity and independence. During the year non-audit
services totalled GBP13,750 and covered normal taxation and other
related compliance work, which did not impact on the auditors'
objectivity or independence.
There is currently no internal audit function within the
Company. The directors consider that this is appropriate of a
Company of this size.
The committee has primary responsibility for making
recommendations to the board in respect of the appointment,
re-appointment and removal of the external auditors.
_________________________
On Behalf of the Board
James Longley
Chairman
21 December 2018
Independent auditor's report to the members of Stranger Holdings
Plc
Opinion
We have audited the financial statements of Stranger Holdings
Plc (the 'Company') for the year ended 31 March 2018 which comprise
the statement of comprehensive income, the statements of financial
position, the statements of cash flows, the statements 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 the
preparation of the financial statements 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 March 2018 and of the
Company's loss for the year then ended;
-- the financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union; and
-- the financial statements 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 as applied to listed entities, 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 2.1 in the financial statements, which
explains that the Company is dependent upon additional fundraising
from the bond facility. These events, or conditions, along with
other matters set forth in note 2.1, indicate that a material
uncertainty exists that may cast doubt on the Company's ability to
continue as a going concern. Our opinion is not modified in respect
of this matter.
Emphasis of matter
We draw attention to note 10 of the financial statements. As at
the year end, the Company has advanced GBP210,000 to Alchemy, the
target of the reverse takeover. The recoverability of the debt is
dependent of the successful development of the company and its
various projects. The financial statements do not include the
adjustments to provide for the balance.
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. This is not a
complete list of all risks identified by our audit.
Key audit matter How our audit addressed the
key audit matter
Recoverability of loan of GBP210,000 The Company has made payments
to Alchemy Utilities Limited totalling GBP210,000 to Alchemy.
("Alchemy") No formal loan agreements are
in place but the terms of the
loan are that no interest is
to be charged and it is repayable
on demand. To determine if the
debts are recoverable a review
of the latest available management
accounts and forecasts have
been undertaken.
------------------------------------
Our application of materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
Based on our professional judgment, we determined materiality
for the financial statements as a whole as follows:
Company financial statements
Overall materiality GBP35,000 (2017: GBP20,000).
------------------------------------------
How we determined it Average of:
10% of profit/loss
3% of gross assets
------------------------------------------
Rationale for We believe that profit/loss and gross
benchmark applied assets are the primary measures used
by the shareholders in assessing the
performance of the Company, and is
a generally accepted auditing benchmark.
------------------------------------------
We agreed with the board that we would report to them
misstatements identified during our audit above GBP1,750 (2017:
GBP1,000) as well as misstatements below those amounts that, in our
view, warranted reporting for qualitative reasons.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made
subjective judgments, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all
of our audits we also addressed the risk of management override of
internal controls, including evaluating whether there was evidence
of bias by the directors that represented a risk of material
misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into the accounting processes and
controls.
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.
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 Company,
-- the Company financial statements 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 7, 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.
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 Company on 28 September 2017 to audit the
financial statements for the year ending 31 March 2018. Our total
uninterrupted period of engagement is 2 years, covering the periods
ending 31 March 2017 to 31 March 2018.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided Company and we remain independent of the Company
in conducting our audit.
Jeffreys Henry LLP has also been employed to prepare tax returns
for the Company and in preparation of accounts of the target of the
reverse takeover.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of this 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.
Sanjay Parmar (Senior Statutory Auditor)
For and on behalf of Jeffreys Henry LLP, Statutory Auditor
Finsgate
5-7 Cranwood Street
London EC1V 9EE
21 December 2018
Year ended Period ended
31 March 2018 31 March 2017
GBP'000 GBP'000
Notes
Continuing operations
Listing costs (76) (102)
Reverse Takeover costs (170) -
Administrative expenses 5 (554) (140)
Finance costs (21) -
Loss before taxation (821) (242)
Taxation 7 - -
--------------- ---------------
Loss and comprehensive loss
for the period (821) (242)
--------------- ---------------
Basic and diluted loss per
share 8 (0.56p) (0.89p)
Since there is no other comprehensive income, the income for the
period is the same as the total comprehensive income for the period
attributable to the owners of the Company.
As at 31 March
2018 2017
Notes GBP'000 GBP'000
Assets
Current assets
Trade and other receivables 10 259 48
Cash and cash equivalents 12 - 611
-------- --------------------
259 659
Non current assets
Other debtors 11 30 -
Total Assets 289 659
Equity and liabilities
Current liabilities
Trade and other payables 13 400 19
Non current liabilities
Borrowings 14 70 -
Total Liabilities 470 19
Equity attributable to equity holders
of the company
Share Capital - Ordinary shares 15 145 145
Share Premium account 737 737
Profit and Loss Account 16 (1,063) (242)
Total Equity (181) 640
Total Equity and liabilities 289 659
-------- --------------------
The notes form part of these financial statements.
Approved by the Board and authorised for issue on 21 December
2018
_________________
James Longley
Director
Company Registration No. 09837001
Year ended Period ended
31 March 31 March
2018 2017
Notes GBP'000 GBP'000
Cash flows from operating activities
Operating loss (821) (242)
(Increase)/decrease in receivables (241) (8)
Increase/(decrease) in payables 451 19
Cash flow from operating activities (611) (231)
--------- -------------
Cash flows from financing activities
Issue of shares - 842
Net cash from/(used in) financing
activities - 842
--------- -------------
Net increase/(decrease) in cash
and cash equivalents (611) 611
Cash and cash equivalents at the 611 -
beginning of the period
Cash and cash equivalents at end
of period - 611
--------- -------------
Represented by: Bank balances and
cash - 611
--------- -------------
At the year end the Company had undrawn borrowings of GBP68,000
as part of a loan facility. The facility is discussed in greater
detail in note 14.
The notes form part of these financial statements.
Notes Share Share Accumulated Total
capital premium deficit equity
GBP'000 GBP'000 GBP'000 GBP'000
On incorporation - - - -
--------- --------- ------------ --------
Shares issued
during the period 15 145 862 - 1,007
Share Issue costs - (125) - (125)
Loss for the period - - (242) (242)
As at 31 March
2017 145 737 (242) 640
--------- --------- ------------ --------
Loss for the period - - (821) (821)
As at 31 March
2018 145 737 (1,063) (181)
========= ========= ============ ========
Share capital is the amount subscribed for shares at nominal
value.
Share premium represents amounts subscribed for share capital in
excess of nominal value.
Accumulated deficit represent the cumulative loss of the company
attributable to equity shareholders.
The notes form part of these financial statements.
1 General information
Stranger 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 is limited by shares and was
incorporated and registered in England on 22 October 2015 as a
private limited company and re-registered as a public limited
company on 14 November 2016.
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 consolidated 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. The forecast
cash-flow requirements of the business are contingent upon the
ability of the Company to attract investors in the bonds issued by
Dover to extend the credit facility to the Company.
After making enquiries, the Directors firmly believe that 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) New and amended standards adopted by the company
There are no IFRSs or IFRIC interpretations that are effective
for the first time for the financial year beginning that would be
expected to have a material impact on the Company.
c) Standards, interpretations and amendments to published standards that are not yet effective
The following new standards, amendments to standards and
interpretations have been issued, but are not effective for the
financial period beginning 22 October 2015 and have not been early
adopted. The Directors anticipate that the adoption of these
standard and the interpretations in future periods will have no
material impact on the financial statements of the Company.
Reference Title Summary Application date Application
of standard date of
Company
---------- ------------------- -------------------------- ------------------- -----------
IFRS 9 Financial Revised standard Periods commencing 1 April
Instruments for accounting for on or after 1 2018
financial instruments January 2018
---------- ------------------- -------------------------- ------------------- -----------
IFRS 10 Consolidated Amended by Investment Periods commencing 1 April
financial Entities: Applying on or after 1 2017
statement the Consolidation January 2016
Exception
---------- ------------------- -------------------------- ------------------- -----------
IFRS 11 Joint Arrangements Amended by Accounting Periods commencing 1 April
for Acquisitions on or after 1 2017
of Interests in Joint January 2016
Operations
---------- ------------------- -------------------------- ------------------- -----------
IFRS 12 Disclosure Amended by Investment Periods commencing 1 April
of Interests Entities: Applying on or after 1 2017
in Other the Consolidation January 2016
Entities Exception
---------- ------------------- -------------------------- ------------------- -----------
IFRS 14 Regulatory Aims to enhance the Periods commencing 1 April
deferral comparability of on or after 1 2017
accounts financial reporting January 2016
by entities subject
to rate-regulations
---------- ------------------- -------------------------- ------------------- -----------
IFRS 15 Revenue Specifies how and Periods commencing 1 April
from contracts when to recognise on or after 1 2018
with customers revenue from contracts January 2018
as well as requiring
more informative
and relevant disclosures
---------- ------------------- -------------------------- ------------------- -----------
IFRS 16 Leases IFRS 16 Leases published Periods commencing 1 April
on or after 1 2019
January 2019
---------- ------------------- -------------------------- ------------------- -----------
IFRS 17 Insurance IFRS 17 Insurance Periods commencing 1 April
Contracts Contracts on or after 1 2021
January 2021
---------- ------------------- -------------------------- ------------------- -----------
IAS 16 Property, Amended standard Periods commencing 1 April
Plant and for accounting treatment on or after 1 2017
Equipment for property, plant January 2016
and equipment
---------- ------------------- -------------------------- ------------------- -----------
IAS 27 Separate Amended by Equity Periods commencing 1 April
financial Method in Separate on or after 1 2017
statement Financial Statements January 2016
(Amendments to IAS
27)
---------- ------------------- -------------------------- ------------------- -----------
IAS 28 Investments Amended by Investment Periods commencing 1 April
in Associates Entities: Applying on or after 1 2017
and Joint the Consolidation January 2016
Ventures Exception
---------- ------------------- -------------------------- ------------------- -----------
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 Financial assets and liabilities
The Company classifies its financial assets at fair value
through profit or loss or as loans and receivables and classifies
its financial liabilities and other financial liabilities.
Management determines the classification of its investments at
initial recognition, A financial asset or liability is measured
initially at fair value. At inception transaction costs that are
directly attributable to the acquisition or issue, for an item not
at fair value through profit or loss, is added to the fair value of
the financial asset and deducted from the fair value of the
financial liabilities.
Loans and receivables
Loans and receivables are non-derivative financial assets with
fixed or determined payments that are not quoted on an active
market. They arise when the Company provides money, goods or
services directly to a debtor with no intention of trading the
receivable. Loans are recognised when funds are advanced to the
recipient. Loan sand receivables are carried at amortised cost
using the effective interest method (see below).
Other financial liabilities
Are non-derivative financial liabilities with fixed or
determined payments. Other financial liabilities are recognised
when cash is received from a depositor. Other financial liabilities
are carried at amortised cost using the effective interest method.
The fair value of the other liabilities repayable on demand is
assumed to be the amount payable on demand at the statement of
financial position date.
Derecognition
Financial assets are derecognised when the rights to receive
cash flows from the financial assets have expired or where the
Company has transferred substantially all the risks and rewards of
ownership. In transactions in which the Company neither retains nor
transfers substantially all the risks and rewards of ownership of a
financial asset and retains control over the asset, the Company
continues to recognise the asset to the extent of its continuing
involvement, determined by the extent to which it is exposed to
changes in the value of the transferred asset. There have not been
any instances where assets have only been partly derecognised. The
Company derecognises a financial liability when its contractual
obligations are discharged, cancelled or expired.
Amortised cost measurement
The amortised cost of a financial asset or financial liability
is the amount at which the financial asset or liability is measured
at initial recognition, minus principal payments, plus or minus the
cumulative amortisation using the effective interest method of any
differences between the initial amount recognised and maturity
amount, minus any reduction to impairment.
Fair value measurement
Fair value is the amount for which an asset could be exchanged,
or a liability settled, between knowledgeable, willing parties in
an arm's length transaction on the measurement date. The fair value
of assets and liabilities in active markets are based on current
bid and offer prices respectively. If the market is not active the
Company establishes fair value by using other financial liabilities
appropriate valuation techniques. These include the use of recent
arm's length transactions, reference to other instruments that are
substantially the same for which market observable prices exist,
net of present value and discounted cash flow analysis.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and
other short-term highly liquid investments with original maturities
of three months or less.
2.4 Borrowings
Borrowings are recognised initially as fair value, net of
transactions costs incurred.
Borrowings are subsequently carried at amortised cost: any
difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the income statement over the
period of the borrowings using the effective interest method.
Fees paid on the establishment of the loan facilities are
recognised as transaction costs of the loan to the extent that it
is probable that some or all of the facility will be drawn down. In
this case, the fee is deferred until the draw down occurs. To the
extent there is no evidence that it is probable that some or all of
the facility will be drawn down, the fee is capitalised as a
pre-payment for liquidity services and amortised over the period of
the facility to which it relates.
Borrowing costs
All other borrowing costs are recognised in the profit or loss
in the period in which they are incurred.
2.5 Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
2.6 Taxation
Income tax expense represents the sum of the tax currently
payable and deferred tax.
The tax currently payable is based on taxable profit 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.
2.6 Taxation (continued)
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 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 believe that that the only
assumption would have a material effect on the amounts recognised
in the financial information is the recoverability of the loan with
Alchemy.
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 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. 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.
5 Operating loss, expenses by nature and personnel
Year ended Period ended
31 March 31 March
2018 2017
GBP'000 GBP'000
Operating loss is stated after charging:
Directors Remuneration 22 18
Directors fees 178 53
Premises 35 20
Legal and professional fees 123 15
Listing costs 76 102
Accountancy fees 21 10
Audit fees 14 5
Consultancy & advisory fees 91 -
Broker fees 103 13
Finance cost 21 -
Irrecoverable VAT 11 -
Other administrative expenses 126 6
----------- -------------
Total administrative expenses 821 242
----------- -------------
6 Personnel
The average monthly number of employees during the period was
two directors.
There were no benefits, emoluments or remuneration payable
during the period for key management personnel other than the
GBP22,000 (2017: GBP18,000) in salaries and GBP178,000 in fees
disclosed in Note 5. The fees paid are also detailed in Note 18 as
a related party transaction.
The highest paid director is Charles Tatnall with a salary of
GBP11,000 and fees of GBP89,000.
7 Taxation
Year ended Period
31 March ended
2018 31 March
2017
GBP'000 GBP'000
Total current tax - -
Factors affecting the tax charge for
the period
Loss on ordinary activities before taxation (821) (242)
----------- ----------
Loss on ordinary activities before taxation
multiplied by standard rate of UK corporation
tax of 19% (2017: 20%) (156) (48)
Effects of:
Non-deductible expenses 27 26
Tax losses carried forward 129 22
----------- ----------
Current tax charge for the period - -
----------- ----------
No liability to UK corporation tax arose on ordinary activities
for the current period.
The company has estimated excess management expenses of
GBP813,300 (2017: GBP109,000) available for carry forward against
future trading profits.
The tax losses for the year have resulted in a deferred tax
asset of approximately GBP155,000 (2017: GBP22,000) which has not
been recognised in the financial statements due to the uncertainty
of the recoverability of the amount.
8 Earnings per share
Year ended Period ended
31 March 31 March
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 to equity
holders of the company (GBP'000) (821) (242)
Weighted average number of ordinary shares 145,770,000 27,266,436
Basic and diluted loss per share (0.56p) (0.89p)
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 Trade and other receivables
2018 2017
GBP'000 GBP'000
Unpaid share capital - 40
Other receivables 252 4
Prepayments 7 4
-------- --------
259 48
-------- --------
Included in Other receivables is GBP210,000 due from Alchemy
Utilities Ltd ("Alchemy") in respect of an interest free loan
repayable on demand. The loan is unsecured. Also included in Other
receivables is the portion of the loan facility which the Company
is immediately able to draw down upon. The loan is further
discussed in note 14.
11 Receivables due after one year
2018 2017
GBP'000 GBP'000
Other receivables 30 -
30 -
-------- --------
Non-current Other receivables relate to the reserve balances of
the loan facility, which cannot be
drawn upon until the loan becomes repayable. The loan is further
discussed in note 14.
12 Cash and cash equivalents
2018 2017
GBP'000 GBP'000
Cash at bank - 611
- 611
---------- --------
13 Trade and other payables
2018 2017
GBP'000 GBP'000
Trade Payables 173 -
Accruals 227 19
-------- --------
400 19
-------- --------
14 Borrowings
2018 2017
GBP'000 GBP'000
Non - current borrowings
Loan facility 95 -
Unamortised finance costs (25) -
----------- --------
70 -
----------- --------
All non-current borrowings relate to a loan facility provided by
Dover Harcourt Plc. The loan is wholly repayable within 5 years and
is secured by a fixed and floating charge over all assets held by
the Company. The loan bears interest of 7.75% per annum and is paid
half yearly in arrears based on the total facility available to the
Company.
The finance costs incurred in order to obtain the facility are
being amortised on a straight-line basis over the life of the loan.
The balance above represents the remaining unamortised amount.
15 Share capital
2018 2017
GBP'000 GBP'000
Allotted, called up and fully paid
145,770,000 Ordinary shares of GBP0.001
each 145 145
-------- --------
145 145
-------- --------
During the period the company had no share transactions.
The ordinary shares have attached to them full voting, dividend
and capital distribution (including on winding up) right; they do
not confer any rights of redemption.
Both James Longley and Charles Tatnall have 12.5M share warrants
outstanding with an exercise price of 1.25p per warrant and are
exercisable until 13 January 2020.
16 Accumulated deficit
2018 2017
GBP'000 GBP'000
At start of period (242) -
Loss for the period (821) (242)
-------- --------
At 31 March (1,063) (242)
-------- --------
17 Contingent liabilities
The company has no contingent liabilities in respect of legal
claims arising from the ordinary course of business.
18 Directors salaries, fees and Related parties
1) Salaries paid to Directors of GBP1,000 per month paid to each
of the Directors to February 2018
Charles Tatnall GBP11,000 (2017: GBP9,000)
James Longley GBP11,000 (2017: GBP9,000)
2) Consultancy fees paid to James Longley limited and Tatbels Limited
James Longley Limited GBP89,000 (2017: GBP20,000)
Tatbels Limited GBP89,000 (2017: GBP20,000)
Tatbels Limited is controlled by Charles Tatnall
James Longley Limited is controlled by James Longley
3) At the year-end both James Longley Limited and Tatbels
Limited owe the Company GBP3,000 in relation to fees paid in
advance due to their quarterly fee straddling the year end.
4) Rent paid of GBP35,400 (2017: GBP14,563) for offices occupied by the Company at Adams Row.
The head lease is held by James Longley. A deposit of GBP3,825
is held by the landlord of James Longley in relation to this
property.
5) Papillon Holdings Plc (a company under common control) is
owed GBP27,833 as at the year end. Interest of GBP2,833 as at the
year end. Interest of 5% per month increasing to 10% on completion
of the reverse takeover or 3 months from agreement. The loan is not
secured. A further net payment of GBP15,000 was made post year
end.
6) Fandango Holdings Plc (a company under common control) is
owed GBP64,775 as at the year end. Interest of GBP3,775 as at the
year end. Interest of 5% per month increasing to 10% on completion
of the reverse takeover or 3 months from agreement. The loan is not
secured. Further net payments of GBP52,500 were made post year
end.
19 Capital commitments
There was no capital expenditure contracted for at the end of
the reporting period but not yet incurred.
20 Events after the reporting period
The loan facility with Dover Harcourt Plc (see note 14 for
further details) has been extended post year end by GBP240,000.
As part of an agreement entered into in the year, the company
has agreed to issue a GBP50,000 convertible loan note. The
convertible loan pays interest at 8% per annum and is fully
repayable within 24 months of issue. This has been fully accrued
for in the current year.
Please note that a number of post year end events have been
identified in notes.
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
FR TBBJTMBITBTP
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