TIDMSTHP
RNS Number : 9541A
Stranger Holdings PLC
02 October 2020
Stranger Holdings plc / Index: LSE / Epic: STHP / Sector:
Investment
2 October 2020
Stranger Holdings plc ('Stranger' or 'the Company')
Final Results
Stranger Holdings plc, the London listed investment company is
pleased to announce its results for the period ended 31 March
2020.
STRATEGIC REPORT
Principal activity and fair review of the business
For the year from 1 April 2019 to 31 March 2020, the Company's
results included the running costs of the Company, reverse takeover
costs and listing fees on the London Stock Exchange standard
segment together with provisions in connection with the aborted
acquisition of Alchemy.
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 the Recyclus Group ("Recyclus") via a
reverse takeover transaction as described below.
Results for the period
In the interims results for the six months to 30 September 2019
of the company, we had reported that we had progressed well with
the proposed acquisition of two companies holding technology
mineral assets including cobalt, nickel and associated metals. One
is a UK company with assets located in south eastern Cameroon,
Africa, and one is a US company with assets in Idaho, United
States.
The primary focus of the intended enlarged group is to develop a
subsidiary of the cobalt assets, namely the Recyclus Group. This is
a very exciting business with excellent growth prospects involved
in the clean recycling of tyres and batteries in the UK. Their aim
is to build a global leading circular economy within the tyre and
battery sectors, making the world a better place for future
generations.
Recyclus is structured as an ESG compliant, ethical, green
business, for the clean recycling of tyres and batteries in the UK.
There is an opportunity to leverage next generation recycling
technologies for current and nearby market commercialisation. By
using technologies that are now beyond proof-of-concept to create
circular economies, increase efficiencies and reduce the carbon
footprints within these recycling industries.
Recyclus is partnering with existing, permitted, cash generative
businesses within the UK. Recyclus will not only provide funding
for these businesses for expansion, but also add operational value
by leveraging industry knowledge to increase contracted supply and
offtake for the plants.
2020 will see Environmental Agency (EA)/Governmental regulatory
clampdowns on the export of waste and waste storage in the UK,
especially post Brexit, leading to an increased requirement for
ethical, clean, waste recycling. Recyclus will support the
Governmental, regulatory, economic and social agendas for a cleaner
and better environment to live using a scalable business model to
maximise the margins of upcycled materials in both batteries and
tyres. Lead-Acid battery recycling industry is a major polluter,
spent batteries are thrown into smelters. Opportunity to use
hydrometallurgical process to reduce carbon footprint by 85%, cut
slag by >90% and recycle the plastics as well as the lead.
The market opportunity is substantial:
Global outlook :
-- Tyre recycling globally $77 billion by 2025 with a CAGR of 4.2% (1)
-- Battery recycling globally $21 billion by 2025 with a CAGR of 10.4% (2)
Europe & UK outlook:
-- Tyre recycling market in the UK is valued at GBP800 million
with a fragmented market of approximately 380 suppliers (3)
-- In Europe, the battery (lead and li-ion) recycling profit
pool could amount to $1,4 billion in 2030 assuming 1.7 million
tonnes being recycled (4)
The three key gaps that Recyclus are aiming to address :
-- No national capability in the UK currently
-- Current activity requires transportation to Europe to recycle lead batteries
-- Fragmented tyre recycling market in the UK
-- No 100% recyclable Li-ion battery solution
These three criteria ideally position Recyclus to lead the
market by building the first UK based end-to-end tyre and battery
solution. Enclosed below are a number of articles which we consider
relevant:
-- https://global-recycling.info/archives/2892
-- https://www.grandviewresearch.com/press-release/global-battery-recycling-market
--
https://www.ibisworld.com/united-kingdom/market-research-reports/tyre-rubber-recycling-industry/
--
https://www.rolandberger.com/nl/Point-of-View/Battery-recycling-is-a-key-market-of-the-future-Is-it-also-an-opportunity-for.html
The sale and purchase agreements have been drafted and work is
advanced on the prospectus and the fund raising for the proposed
Reverse Take-Over. The Acquisitions are 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 Company will, in due
course, be making an application for the enlarged Company to have
its Ordinary Shares admitted to the Official List and to trading on
the main market for listed securities of the London Stock
Exchange.
We have to date received in excess of GBP1,500,000 under the
Audley Funding Facility. The loan facility with Dover Harcourt Plc
("Dover") was entered into on 31 October 2017, which provides the
company access to a 5-year loan of 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 revised teaser for the bond may
be viewed on the Company's website. Interest is charged at 7.75%
per annum on the nominal value of the bonds issued. The company
also received a government guaranteed Bounce Back Loan of GBP50,000
on 13 May 2020.
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 HCS. We would like thank our shareholders
very much for their continued patience during the process of this
reverse takeover until completion of this acquisition.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2020
Year ended Period ended
31 March 2020 31 March 2019
GBP GBP
'000 '000
Notes
Continuing operations
Listing costs 5 (20) (23)
Reverse Takeover costs 5 - (29)
Administrative expenses 5 (412) (503)
Operating loss (432) (555)
Investment income 56 6
Finance costs (129) (267)
Loss before taxation (505) (816)
Taxation 7 - -
--------------- ---------------
Loss and comprehensive loss
for the period (505) (816)
--------------- ---------------
Basic and diluted loss per
share 8 (0.35p) (0.56p)
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 MARCH 2020
As at 31 March
2020 2019
GBP GBP
Notes '000 '000
Assets
Current assets
Trade and other receivables 10 215 7
Cash and cash equivalents 12 60 -
---------- ---------
275 7
Non current assets
Other debtors 11 94 47
Total Assets 369 54
Equity and liabilities
Current liabilities
Trade and other payables 13 686 716
Borrowings 14 190 -
Non current liabilities
Borrowings 14 995 335
Total Liabilities 1,871 1,051
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 (2,384) (1,879)
Total Equity (1,502) (997)
Total Equity and liabilities 369 54
---------- ---------
STATEMENT OF CASH FLOWS
FOR THE YEARED 31 MARCH 2020
Year ended Period ended
31 March 31 March
2020 2019
Notes GBP'000 GBP'000
Cash flows from operating activities
Operating loss 505 (816)
Add interest payable 161 220
Less interest receivable (56) (6)
(Increase)/decrease in receivables (77) 235
Increase/(decrease) in payables 205 159
Cash flow from operating activities (682) (208)
--------- --------------------
Cashflows from investing activities
Amounts advanced to related parties (79) 141
Interest received 56 6
Interest paid (85) (204)
---------
Net cash from/(used in) investing
activities (108) (57)
--------- --------------------
Cash flows from financing activities
Bond cash receipts 660 265
Convertible loan note receipts 190 -
Net cash from/(used in) financing
activities 850 265
--------- --------------------
Net increase/(decrease) in cash 60 -
and cash equivalents
Cash and cash equivalents at the - -
beginning of the period
Cash and cash equivalents at end 60 -
of period
--------- --------------------
Represented by: Bank balances and 60 -
cash
--------- --------------------
At the year end the Company had undrawn borrowings of GBPnil
(2019: GBPnil) as part of a loan facility. The facility is
discussed in greater detail in note 14.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2020
Notes Share Share Accumulated Total
capital premium deficit equity
GBP'000 GBP'000 GBP'000 GBP'000
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)
--------- --------- ------------ --------
Loss for the period - - (816) (816)
As at 31 March
2019 145 737 (1,879) (997)
Loss for the period - - (505) (505)
As at 31 March
2020 145 737 (2,384) (1,502)
========= ========= ============ ========
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.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2020
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 and the
continued support of the directors.
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. The new IFRSs
adopted during the year are as follows:
-- IFRS 16 - Leases
-- IAS 19 - Employee Benefits (amendment)
IFRS 16 Leases is effective for periods beginning on or after 1
January 2019 and therefore being adopted for the first time in
these financial statements. Under IFRS 16, lessees may elect not to
recognise assets and liabilities for leases with a lease term of 12
months or less. The Company's office premises are on a rolling one
month contract so the Company has taken the IFRS 16 scope exemption
and have chosen to recognise the lease payments in profit and loss
on a straight-line basis over the lease term.
c) Standards, interpretations and amendments to published standards that are not yet effective
IFRS 16 Leases is effective for periods beginning on or after 1
January 2019 and therefore being adopted for the first time in
these financial statements. Under IFRS 16, lessees may elect not to
recognise assets and liabilities for leases with a lease term of 12
months or less. The Company's office premises are on a rolling one
month contract so the Group has taken the IFRS 16 scope exemption
and have chosen to recognise the lease payments in profit and loss
on a straight-line basis over the lease term.
The following new standards, amendments to standards and
interpretations have been issued, but are not effective for the
financial period beginning 1 December 2019 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 Group.
The new standards include:
IFRS 3 Business Combinations1
IFRS 17 Insurance Contracts2
IAS 1 Presentation of Financial Statements1
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors1
1 Effective for annual periods beginning on or after 1 January
2020
2 Effective for annual periods beginning on or after 1 January
2021
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 it's 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 it's 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 it's 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.
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 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
Papillon
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 and cash flow 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
2020 2019
GBP'000 GBP'000
Operating loss is stated after charging:
Directors Remuneration - -
Directors fees (note 6) 115 115
Premises 16 35
Legal and professional fees 7 7
Listing costs 20 23
Accountancy fees 5 13
Audit fees 12 6
Consultancy & advisory fees 161 5
Broker fees - 17
Bad and Doubtful debt provision - 290
Other administrative expenses 96 44
----------- -------------
Total administrative expenses 432 555
----------- -------------
Included in the premises expenses are GBP16k (2019: GBP35k) of
lease expenses which are exempt from capitalisation under IFRS16
due to the lease being considered short term.
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, except GBP115,000
(inclusive of VAT) in fees disclosed in Note 5 (2019: GBP115,000
inclusive of VAT in fees). The fees paid are also detailed in Note
18 as a related party transaction.
The highest paid directors are Charles Tatnall and James Longley
with fees of GBP57,600 each.
7 Taxation
Year ended Year ended
31 March 31 March
2020 2019
GBP'000 GBP'000
Total current tax - -
Factors affecting the tax charge for
the period
Loss on ordinary activities before taxation (505) (816)
----------- -----------
Loss on ordinary activities before taxation
multiplied by standard rate of UK corporation
tax of 19% (2019: 19%) (96) (155)
Effects of:
Non-deductible expenses 3 5
Tax losses carried forward 93 150
----------- -----------
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
GBP1,697,000 (2019: GBP1,604,000) available for carry forward
against future trading profits.
The tax losses for the year have resulted in a deferred tax
asset of approximately GBP322,000 (2019: GBP305,000) 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 Year ended
31 March 31 March
2020 2019
Basic loss per share is calculated by
dividing the loss from continuing operations
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) (505) (816)
Weighted average number of ordinary shares 145,770,000 145,770,000
Basic and diluted loss per share (0.35p) (0.56p)
In the year, the company issued convertible loan notes with a
nominal value of GBP190,000 which
can be converted into shares at a rate between 0.55p/share and
1.25p/share resulting in potentially dilutive shares of 24,363,636.
As the company is loss making these would be considered
antidilutive.
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
2020 2019
GBP'000 GBP'000
Other receivables 212 5
Prepayments 3 2
-------- --------
215 7
-------- --------
11 Receivables due after one year
2020 2019
GBP'000 GBP'000
Other receivables 94 47
94 47
-------- --------
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
2020 2019
GBP'000 GBP'000
Cash at bank 60 -
60 -
-------- --------
13 Trade and other payables
2020 2019
GBP'000 GBP'000
Trade Payables 508 393
Accruals 178 323
-------- --------
686 716
-------- --------
14 Borrowings
2020 2019
GBP'000 GBP'000
Current borrowings
Convertible loan notes 190 -
------------- -----------
Total current borrowings 190 -
------------- -----------
Non-current borrowings
Loan facility 1,105 402
Unamortised finance costs (110) (67)
------------- -----------
Total non-current borrowings 995 335
------------- -----------
Total borrowings 1,185 335
------------- -----------
A number of convertible loan notes have been issued in the year
, with a total nominal value of GBP190,000
Convertible loan notes of GBP90,000, bear interest at 10% per
annum, are convertible at 0.55p per share and can convert at any
time, but are fully repayable upon the completion or fall through
of the planned reverse take over.
Convertible loan notes of GBP100,000, are non-interest bearing,
are convertible at 0.125p per share and can convert at any time,
but are fully repayable upon the completion or fall through of the
planned reverse take over.
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
2020 2019
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 held 12.5M share warrants
with an exercise price of 1.25p per warrant and were exercisable
until 13 January 2020, at which point they expired.
16 Accumulated deficit
2020 2019
GBP'000 GBP'000
At start of period (1,879) (1,063)
Loss for the period (505) (816)
-------- --------
At 31 March (2,384) (1,879)
-------- --------
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
Charles Tatnall Nil (2019: GBPNil)
James Longley Nil (2019: GBPNil)
2) Consultancy fees charged by James Longley Limited (a company
controlled by James Longley) of GBP57,600 (2019: GBP57,600) of
which GBPnil (2019: GBP45,000) was outstanding as at the year end.
All balances are inclusive of VAT.
3) Consultancy fees charged by Tatbels Limited (a company
controlled by Charles Tatnall) of GBP57,600 (2019: GBP57,600) of
which GBPnil (2019: GBP45,000) was outstanding as at the year end.
All balances are inclusive of VAT.
4) Rent paid of GBP15,600 (2019: GBP35,400) for offices occupied by the Company at Adams Row.
The head lease was held by James Longley, which ended in July
2019. A deposit of GBP3,825 was held by the landlord of James
Longley in relation to this property and was returned at the expiry
of the lease.
5) Papillon Holdings Plc (a company under common control) owes
GBP159,613 as at the year end and interest of GBP30,733. Interest
is payable of 5% per month on completion of the reverse takeover or
3 months from agreement. The loan is not secured. No net payment
was made post year end.
6) Fandango Holdings Plc (a company under common control) is
owed GBP161,450 as at the year end and interest of GBP206,192 as at
the year end. Interest of 5% per month increasing to 10% on
completion of the reverse take over or 3 months from agreement. The
loan is not secured. No net payments were made post year end.
7) Included within Trade Debtors is a balance of GBP1,500
receivable (2019: GBP4,592 payable) relating to Plutus Powergen PLC
(a company under common control). This was in relation to a small
loan made to Plutus in excess of the amount payable in 2019. The
loan does not attract interest and is repayable on demand
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 from GBP1,105,000
as at the year end to GBP1,357,000 as at 30 August 2020.
21 Ultimate controlling party
The company has no single controlling party.
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END
FR MTBLTMTJMMJM
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October 02, 2020 05:37 ET (09:37 GMT)
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