TIDMOBOR
RNS Number : 4232J
Starcrest Education The Belt & Road
09 April 2020
9 April 2020
Starcrest Education The Belt & Road Limited
("Starcrest" or the "Company" or the "Group")
Final Results
Starcrest Education The Belt & Road Limited (LSE: OBOR), the
international developer and operator of education services in
Europe, is pleased to announce its audited final results for the
period ended 31 December 2019.
Highlights
-- Cash balance of GBP2,787,046 as at 31 December 2019
-- Loss before tax of GBP1,216,746 for the period ended 31 December 2019
-- In September 2019, the Company signed a non-legally binding
heads of terms to acquire sixty per cent. of the issued share
capital of The London School of Science and Technology Limited (the
"Proposed Transaction")
-- Annual General Meeting held in May 2019
-- First Board meeting held in Guizhou, China in March 2019
-- Raised equity of approximately GBP4.1 million (net proceeds
of approximately GBP3.6 million) via a Subscription and successful
admission to trading on the London Stock Exchange's Main Market on
31 January 2019.
John McLean OBE, Non-Executive Chairman, commented:
"I am delighted to announce Starcrest's final results for the
period ended 31 December 2019 .
"Starcest has made significant steps since its listing in
January 2019; most notably, in September 2019, we announced our
first acquisition target, The London School of Science and
Technology Limited, which is in line with the Group's strategy. If
successful, we believe that, given its vast network of contacts and
experience across the education sector and in capital markets, the
Group is well placed to add value to the acquired business and
subsequently to the Company's shareholders. We look forward to
updating the market in due course.
"The Board believes that there remains significant potential for
long-term growth within the international education sector,
particularly for institutions in Europe offering the International
Baccalaureate programme. As such, we intend to continue searching
for other acquisition targets that meet the Board's criteria.
"Throughout the period, we have continued to sponsor the
UK-China Charity Initiative, launched by The Lord Mayor's Appeal
and China Chamber of Commerce in the UK to raise funds for the
LMA's charities in the UK and CCCUK poverty alleviation projects in
China. In February 2020, we also supported the "China-UK United We
Stand" event, hosted by the CCCUK and the City of London, for the
mutual collaboration and support against the COVID-19 outbreak.
"2020 is set to be a transitional year for the Group, and we
look forward to updating shareholders on our progress."
- Ends -
Enquiries:
Starcrest Education The Belt & Road Limited
John McLean OBE, Non-Executive Chairman +44 (0) 7768 031454
Allenby Capital Limited (Financial Adviser
and Broker) +44 (0) 20 3328
John Depasquale / Nicholas Chambers 5657
Yellow Jersey PR (Financial PR)
Sarah Hollins +44 (0) 7764 947137
Henry Wilkinson +44 (0) 7951 402336
Notes to editors:
Starcrest is an international developer and operator of
education services in Europe. The newly formed entity has been
established to seek acquisition opportunities in the international
education sector.
The Company intends to capture opportunities arising from the
'One Belt, One Road' ("OBOR") initiative, a foreign policy and
economic strategy of the Chinese Government. The term derives from
the Silk Road, the ancient trade route, and encompasses the
overland 'Silk Road Economic Belt' and the '21st-Century Maritime
Silk Road,' concepts introduced by Chinese President Mr Xi Jinping
in 2013. These are the two major axes along which China proposes to
economically link Europe to China through countries across Eurasia
and the Indian Ocean. The OBOR initiative also links to Africa and
Oceania.
Starcrest listed on the Main Market of the London Stock Exchange
on 31 January 2019 under the ticker symbol (LSE: OBOR). Further
information can be found on the Company's website at
https://www.starcresteducation.com
Chairman's Statement
Introduction
I am pleased to report the final results for the year ended 31
December 2019; the full year results since Starcrest Education The
Belt & Road Limited (the Company) was successfully admitted to
trading on the London Stock Exchange's Main Market on 31 January
2019. The Company, together with its subsidiaries form the Group or
"Starcrest".
As announced upon admission to trading, Starcrest's strategic
objective has been to provide innovative solutions that add value
to students, employees and the wider society in One Belt One Road
(OBOR) countries.
As per the Group's strategy, we have been proactively seeking
relevant acquisition opportunities that fit with the Group's search
criteria and that offer attractive growth potential. As a result,
on 18 September 2019, Starcrest was pleased to announce the signing
of the non-legally binding Heads of Terms to acquire sixty per
cent. of the issued share capital of London School of Science and
Technology Limited (LSST). We believe that LSST provides a valuable
opportunity for Starcrest and its shareholders.
The Company is unable to provide further information at this
stage about the terms of the Proposed Transaction. We are in the
process of our Due Diligence, as soon as we are able to provide an
update, we will do so.
As announced in the Company's interim results, released in
September 2019, we can confirm that, during the period, Starcrest
successfully became a member of the Quoted Companies Alliance
(QCA), the independent membership organisation that champions the
interests of small to mid-size quoted companies.
Prior to and since the Company's admission, Starcrest has
continued in its support of UK-China relations. Throughout the
period, we continued to sponsor the UK-China Charity Initiative,
launched by The Lord Mayor's Appeal and China Chamber of Commerce
in the UK to raise funds for the LMA's charities in the UK and
CCCUK poverty alleviation projects in China. Post period, in
February 2020, we also supported the "China-UK United We Stand"
event, hosted by the CCCUK and the City of London, for the mutual
collaboration and support against the COVID-19 outbreak.
Results and Trading
As of 31 December 2019, the Group had cash balances of
GBP2,787,046. Loss before tax for the period ended 31 December 2019
was GBP1,216,746.
The majority of the losses reported in this period, representing
approximately GBP0.8m are attributed to professional fees and
associated costs relating to the listing on 31 January 2019 and
funds invested in legal and financial due diligence relating to the
Proposed Transaction.
Since the year-end, the Group can confirm that trading has
remained in line with the Board's expectations.
Working Capital
Since the year-end, the Group has opened a bank account in the
UK and has transferred a significant proportion of the funds held
in its Singapore bank account to the UK bank. As at 31 March 2020,
funds held at our banks was GBP2,588,046.
The Board has reviewed its cash flows for the next 12 months on
a stand-alone basis, having taken into account current overheads
and projected costs associated with the due diligence on the
Proposed Transaction. The Board is satisfied that the Group has
sufficient funds for the next 12 months.
Strategy and COVID-19
The Group continues to seek acquisition targets across Europe,
which will add value and support this strategy. The Directors look
forward to updating the market with our overall progress.
In light of developments regarding COVID-19, which the World
Health Organisation (WHO) announced as a pandemic, the wellbeing of
our staff remains our ultimate priority. Following Government
advice, in order to ensure the health and safety of all employees,
all of the Company's personnel are now working from home as the
Company's range of corporate activities, notably progressing the
Proposed Transaction, continues. This will remain the case until we
are confident that all employees can safely return to working as we
were prior to the COVID-19 outbreak.
As a direct result of the virus, we have already seen a
monumental shift in the education sector towards online, remote
learning. The Board believes this trend will continue even after
the virus has been properly dealt with, and believes that its
strategy and search criteria for acquisition targets is in-line
with this growing trend.
Summary and Outlook
The Board remains of the belief that Starcrest is well placed
and has adopted the right strategy to capitalise on the enormous
potential of the Chinese education sector and the opportunities
arising from China's OBOR initiative.
Starcrest still intends to hold our Annual General Meeting in
May 2020, however, we will consider alternative methods of hosting
the event to remain in accordance with Government advice regarding
social distancing. We will update shareholders as developments
materialise.
The Board will continue to prioritise the safeguarding of all
employees during this difficult time, and we look forward to
updating existing and prospective investors with our progress
regarding the Proposed Transaction and other corporate news in due
course.
John McLean OBE
Non-Executive Chairman
8 April 2020
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2019
Note Year Ended Period Ended
31 December 31 December
2019 2018
GBP GBP
Administrative expenses (1,214,374) (189,698)
----------------- --------------
Operating loss 10 (1,214,374) (189,698)
Finance expense (2,372) -
(1,2 16 , 746
Loss before taxation ) (189,698)
Taxation 13 - -
----------------- --------------
(1,2 16 , 746
Loss for the year/period ) (189,698)
Other comprehensive loss
Exchange loss arising
on translation to presentation (113,428) -
currency
----------------- --------------
Total comprehensive loss (1,3 30 , 174
for the period ) (189,698)
----------------- --------------
Loss per share - basic
and diluted (pence per
share) 14 ( 6 ) (319)
----------------- --------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 31 December
2019 2018
Note GBP GBP
------------------------------------- ------ --------------- --- --------------
Assets
Non-current assets
Right-of-use assets 15 70,197 -
Total non-current assets 70,197 -
Current assets
Cash and cash equivalents 17 2,787,046 4,020,320
Trade and other receivables 14,600 -
--------------- --------------
Total current assets 2,801,646 4,020,320
--------------- --------------
Total assets 2,871,843 4,020,320
=============== ==============
Equity and liabilities
Capital and reserves attributable
to owners of the company
Share capital 19 215,600 8,000
Share premium 20 3,454,364 -
Other reserve 21 - 3,773,141
Retained earnings (1,406,444) (189,698)
Foreign exchange reserves (113,428) -
--------------- --------------
Total equity 2,150,092 3,591,443
Liabilities
Current liabilities
Trade and other payables 18 658,822 428,877
Lease liability 15 62,929 -
--------------- --------------
Total current liabilities 721,751 428,877
Total equity and liabilities 2,871,843 4,020,320
=============== ==============
These financial statements were approved by the Board of
Directors for issue on 8 April 2020 and signed on behalf by:
John McLean OBE
Non-Executive Chairman
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2019
Foreign exchange
Share Share Other Retained reserves Total
capital premium Reserve earnings equity
Note GBP GBP GBP GBP GBP GBP
---------------- ------ ----------- ----------- ------------- ------------- ------------------ -------------
Balance at 01
January
2019 8,000 - 3,773,141 (189,698) - 3,591,443
Shares issued 19 207,600 - (207,600) - - -
Transferred
from
other reserves
to
share premium 20 - 3,565,541 (3,565,541) - - -
Transactions
costs
deducted from
equity 20 - (111,177) - - - (111,177)
Loss for the - - - (1,216,746) * (1,216,746)
year
Other
comprehensive
loss for the
year - - - - ( 113,428) ( 113,428)
----------- ----------- ------------- ------------- ------------------ -------------
Balance at 31
December
2019 215,600 3,454,364 - (1,406,444) (113,428) 2,150,092
----------- ----------- ------------- ------------- ---------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2018
Share Other Reserve Retained Total
capital earnings equity
Note GBP GBP GBP GBP
------------------------------ ------ ----------- ----------------- ------------ -----------
Issue of shares on
incorporation on
23 May 2018 19 7,519 - - 7,519
Repurchase and cancellation
of the issued ordinary
share capital 19 ( 7,519) - - ( 7,519)
Proceeds from shares
issued 19 8,000 - - 8,000
Consideration for
shares to be issued 21 - 4,064,363 - 4,064,363
Transaction costs
deducted from equity 20 - (291,222) - (291,222)
Total comprehensive
loss for the financial
period - - (189,698) (189,698)
----------- ----------------- ------------ -----------
Balance at 31 December
2018 8,000 3,773,141 (189,698) 3,591,443
----------- ----------------- ------------ -----------
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2019
Year Ended Period Ended
31 December 31 December
2019 2018
GBP GBP
------------------------------------------ -------------- ---- ---- --------------
Cash flows from operating activities
Loss for the year/period (1,216,746) (189,698)
Depreciation 88,531 -
Finance cost 2,372 -
Increase in payables 281,377 185,757
-------------- --------------
Net cash used in operating activities (844,466) (3,941)
-------------- --------------
Cash flows from financing activities
Proceeds from issue of ordinary
shares - 8,000
Proceeds from ordinary shares to
be issued - 4,064,363
Expenses paid on share issue (174,837) (48,102)
Principal paid on lease liabilities (98,171) -
Interest paid on lease liabilities (2,372) -
-------------- --------------
Net cash (used)/generated from
financing activities (275,380) 4,024,261
-------------- --------------
Net (decrease)/increase in cash (1,119,846) 4,020,320
and cash equivalents
Cash and cash equivalents at beginning
of the financial period 4,020,320 -
Exchange losses on cash and cash (113,428) -
equivalents
-------------- --------------
Cash and cash equivalents at end
of financial period 2,787,046 4,020,320
============== ==============
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
1. GENERAL INFORMATION
Starcrest Education The Belt & Road Limited ("the Company")
was incorporated and registered in the Cayman Islands as a private
company limited by shares on 23 May 2018 under the Companies Law
(as revised) of The Cayman Islands, with the name Starcrest
Education The Belt & Road Limited, and registered number
337619.
The Company's registered office is located at Cricket Square,
Hutchins Drive PO Box 2681, Grand Cayman KY1-1111, Cayman
Islands.
These financial statements are presented for the 12 month period
from 1 January 2019 to 31 December 2019 so are not directly
comparable to the comparative period of 7 months from 23 May 2018
to 31 December 2018.
2. PRINCIPAL ACTIVITIES
The principal activity of the Group is to seek education related
acquisition opportunities in Europe.
3. RECENT ACCOUNTING PRONOUNCEMENTS
(a) New interpretations and revised standards effective for the year ended 31 December 2019
The Group has applied the same accounting policies and methods
of computation as used in its 2018 accounts, except for those that
relate to new standards and interpretations effective for the first
time for periods beginning on (or after) 1 January 2019, and have
been adopted in the 2019 annual financial statements. New standards
impacting the Group that have been adopted in the annual financial
statements for the year ended 31 December 2019, and which have
given rise to changes in the Group's accounting policies are:
i. IFRS 16 Leases
Effective 1 January 2019, IFRS 16 has replaced IAS 17 Leases and
IFRIC 4 Determining whether an Arrangement Contains a Lease.
IFRS 16 provides a single lessee accounting model, requiring the
recognition of assets and liabilities for all leases, together with
options to exclude leases where the lease term is 12 months or
less, or where the underlying asset is of low value. On 1 January
2019 the Group had no leases (2018: none) so there was no impact on
transition to IFRS 16. See Note 5.6 for lease accounting
policies.
The lease liabilities were measured at the present value of the
remaining lease payments, discounted using the incremental
borrowing rate.
(b) Standards and interpretations in issue but not yet effective
There are a number of standards and interpretations which have
been issued by the International Accounting Standards Board that
are effective in future accounting periods that the Group has
decided not to adopt early. The most significant of these are as
follows, which are all effective for the period beginning 1 January
2020:
-- IAS 1 Presentation of Financial Statements and IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
(Amendment - Definition of Material)
-- IFRS 3 Business Combinations (Amendment - Definition of Material)
-- Revised Conceptual Framework for Financial Reporting
The Directors do not believe these standards and interpretations
will have a material impact on the financial statements once
adopted.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
4. BASIS OF PREPARATION
The consolidated financial information has been prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union and prepared under the
historic cost convention.
The consolidated financial statements include the audited
financial statements for the Company for the year ended 31 December
2019 and its subsidiary companies (See Note 16 ).
The Group's functional currency is USD. The Company listed its
shares on the Main market of the London Stock Exchange on 31
January 2019 (See Note 19). The directors have decided to present
the financial information in Pounds Sterling (GBP), which is the
Company's presentation currency, as the Company is listed in the
UK.
These financial statements have been prepared on a going concern
basis. The Directors consider that, having reviewed current cash
flow forecasts on a stand-alone basis (i.e. excluding the Proposed
Transaction), having taken into account current overheads and
projected costs associated with the due diligence on the Proposed
Transaction and including specific consideration of the potential
risks associated with COVID-19, they have a reasonable expectation
the Group has adequate resources to continue its operations for the
foreseeable future.
5. SIGNIFICANT ACCOUNTING POLICIES
5.1 Foreign currency translation
Transactions in currencies other than the entity's functional
currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each
reporting date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not
retranslated.
Results at 31 December 2019 are translated into the presentation
currency. Assets and liabilities are translated at the closing rate
while income and expenses are translated at exchange rates at the
dates of the transactions. Differences arising are recognised in
Other Comprehensive Income in the period in which they arise.
5.2 Financial instruments
A financial asset or a financial liability is recognised only
when the Group becomes a party to the contractual provisions of the
instrument.
Financial instruments are initially recognised at the
transaction price as this represents fair value, unless the
arrangement constitutes a financing transaction, where it is
recognised at the present value of the future payments discounted
at a market rate of interest.
Financial assets
Financial assets are initially recognised at fair value, less
transaction costs. Subsequent to initial recognition, they are
recorded at amortised cost.
Financial liabilities
Financial liabilities are initially recognised at fair value
less transaction costs. Subsequent to initial recognition, they are
recorded at amortised cost.
5.3 Share Capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares or options in
relation to ordinary shares are shown in equity as a deduction, net
of taxation, from the proceeds.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
5. SIGNIFICANT ACCOUNTING POLICIES (Continued)
5.4 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on
call with banks and other short term highly liquid investments that
are readily convertible into known amounts of cash and which are
subject to an insignificant risk of changes in value.
5.5 Earnings per share
Basic earnings per share is computed using the weighted average
number of shares outstanding during the period. Diluted earnings
per share is computed using the weighted average number of shares
during the period plus the dilutive effect of dilutive potential
ordinary shares outstanding during the year.
5.6 Leases
During the year the Group has recognised a right-of-use asset
measured at an amount equal to the lease liability, in relation to
leased office space. The lease liability is measured at the present
value of the remaining lease payments, discounted using the Group's
incremental borrowing rate at date of lease commencement. Lease
modifications are accounted for at the effective date of the lease
modification.
6. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. The estimates
and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources.
The Directors have applied judgement in determining the
appropriate split of professional costs incurred in connection with
the listing between profit or loss and equity. The Directors have
made this assessment based on the proportion of shares in issue
before and after the listing.
The Directors have applied judgement in determining the
incremental borrowing rate, which is the rate at which a similar
borrowing could be obtained from an independent creditor under
comparable terms and conditions. The rate is used to measure lease
liabilities by discounting the present value of future lease
payments (See Note 15).
7. FINANCIAL RISK MANAGEMENT
The Group has exposure to liquidity risk, foreign currency risk
and capital risks from its use of financial instruments. Credit,
interest rate and market risks are not considered to be material to
the Group. The Group is not subject to any external imposed capital
requirements.
The Group's financial instruments consist mainly of cash and
accounts payable.
a) Liquidity risk
Liquidity risk is the risk that the Group will encounter
difficulty in meeting the obligations associated with its financial
liabilities. The Group's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Group's reputation.
The Group's financial liabilities comprise amounts due to the
parent company, lease liabilities and accruals. The Group's
financial assets comprise cash and cash equivalents.
The Group has sufficient cash to meet their liabilities as they
fall due.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
7. FINANCIAL RISK MANAGEMENT (Continued)
b) Foreign currency risk (Continued)
The Group's operations expose it primarily to the financial
risks of variations in foreign currency exchange rates. The Group
undertakes transactions denominated in currencies which are
different to its presentation currency. Consequently, the Group's
financial performance is affected by exchange rate
fluctuations.
The impact of exchange rate fluctuations that are recognised
through other comprehensive income are those that arise on
translation from functional to presentation currency. The carrying
amounts of the balances and transactions denominated in a currency
other than the Group's presentation currency are as follows:
2019 United States Dollar RMB
C ash at bank 2,787,046 -
Amounts due to the parent company - (162,115)
-------------------------------- ---------------
Total 2,787,046 (162,115)
================================ ===============
2018 United States Dollar RMB
C ash at bank 4,020,320 -
Amounts due to the parent company (26,636) (170,637)
-------------------------------- ---------------
Total 3,993,684 (170,637)
================================ ===============
A ten percent strengthening of GBP (GBP) against the following
currencies at 31 December would have (decreased)/increased reported
equity and other comprehensive income by the following amounts:
2019
Other comprehensive income Equity
United States Dollar (253,368) (253,368)
RMB 14,738 14,738
2018
Other comprehensive income Equity
United States Dollar (363,062) (363,062)
RMB 15,512 15,512
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
7. FINANCIAL RISK MANAGEMENT (Continued)
b) Foreign currency risk (Continued)
A ten percent weakening of GBP (GBP) against the following
currencies at 31 December would have (decreased)/increased reported
equity and other comprehensive income by the following amounts:
2019
Other comprehensive income Equity
United States Dollar 309,672 309,672
RMB (18,013) (18,013)
2018
Other comprehensive income Equity
United States Dollar 443,743 443,743
RMB (18,960) (18,960)
The impact of the exchange rate fluctuations that are recognised
through profit or loss are those that arise on translation to
functional currency. The carrying amounts of the balances and
transactions denominated in a currency other than the entity's
functional currency (United States Dollar) are as follows:
2019 GBP RMB
Amounts due to the parent company (55,208) (214,380)
Lease liabilities (83,365)
Accruals (602,805)
Trade and other receivables 19,341
Total (722,036) (214,380)
=============== ===============
2018 GBP RMB
Amounts due to the parent company (66,581) (217,735)
Accruals (228,953)
Total (295,534) (217,735)
=============== ===============
A ten percent strengthening of USD ($) against the following
currencies at 31 December would have (decreased)/increased reported
equity and profit or loss by the following amounts:
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
7. FINANCIAL RISK MANAGEMENT (Continued)
b) Foreign currency risk (Continued)
2019
Profit or loss Equity
GBP 65,640 65,640
RMB 19,489 19,489
2018
Profit or loss Equity
GBP 26,867 26,867
RMB 19,794 19,794
A ten percent weakening of USD ($) against the following
currencies at 31 December would have (decreased)/increased reported
equity and profit or loss by the following amounts:
2019
Profit or loss Equity
GBP (80,226) (80,226)
RMB (23,820) (23,820)
2018
Profit or loss Equity
GBP (32,837) (32,837)
RMB (24,193) (24,193)
c) Credit risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Group. Credit allowances are made for estimated losses that have
been incurred by the reporting date.
The Group's cash balances were all held with Oversea-Chinese
Banking Corporation Limited (OCBC). Per Standard & Poor's, the
Short Term Foreign / Local Currency Deposit Rating is A-1+.
8. CAPITAL MANAGEMENT
The Group actively manages the capital available to fund the
Group, comprising equity and reserves. The Group's objectives when
maintaining capital is to safeguard the entity's ability to
continue as a going concern, so that it can continue to provide
returns for shareholders.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
9. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an
entity about which separate financial information is available and
which are evaluated by the Board of Directors to assess perfo rm
ance and determine the allocation of resources. The Board of
Directors are of the opinion that under IFRS 8 the Group has only
one operating segment. The Board of Directors assess the perfo rm
ance of the operating
segment using financial information which is measured and
presented in a m ann er consistent with that in the Financial
Statements. Segmental reporting will be reviewed and considered in
light of the development of the Group's business over the next
reporting period.
10. OPERATING LOSS
The operating loss is stated after charging:
Y ear ended Period ended
31 December 31 December
2019 2018
GBP GBP
Foreign exchange losses - 272
------------ --------------
11. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Y ear ended Period ended
31 December 31 December
2019 2018
GBP GBP
Key management emoluments
Remuneration 142,083 -
--------- ----------------
GBP GBP
Executive Directors
Xingchen Zhu 27,500 -
Xiaojun Zhang 27,500 -
Non-executive Directors
John McLean OBE 32,083 -
Norman Cumming 27,500 -
Nicholas Petford DSc 27,500 -
142,083 -
--------- ----------------
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
12. AUDITORS' REMUNERATION
The following remuneration was received by the Company's
auditors:
Year ended Period ended
31 December 31 December
2019 2018
GBP GBP
Remuneration for the
audit of the Company's
financial statements 25 ,000 17,500
Corporate finance services 175,000 50,000
13. TAXATION
The Company is incorporated in the Cayman Islands, and its
activities are subject to taxation at a rate of 0%. All
subsidiaries have not started trading during the year.
14. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share
information for its ordinary shares. Basic earnings per share is
calculated by dividing the loss attributable to ordinary
shareholders of the Company by the weighted average number of
ordinary shares in issue during the reporting period.
There is no difference between the basic and diluted loss per
share.
Year ended Period ended
31 December 31 December
2019 2018
Loss attributable to ordinary
shareholders (GBP) (1,216,746) (189,698)
Weighted average number of shares 19,796,822 59,375
Loss per share (expressed as
pence per share) (6) (319)
The loss per share for the period has been calculated using the
weighted average number of shares in issue during the year. The
Company issued new Ordinary shares in January 2019 (See note 19
).
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
15. LEASES
Leases: right-of-use assets
Land and Buildings
GBP
At 1 January 2019 -
Additions 104,595
Amortisation (88,531)
Effect of modification
to lease terms 54,133
At 31 December 2019 70,197
-----------------------------------
Lease liabilities
Land and Buildings
GBP
At 1 January 2019 -
Additions 104,595
Interest expenses 2,372
Effect of modification
to lease terms 54,133
Lease payments (98,171)
At 31 December 2019 62,929
-----------------------------------
During the year the lease was extended from February 2020 to
August 2020. This extension is a lease modification as it is a
change in the scope of the lease by extension of contractual lease
term, and is applied from the effective date of the modification,
which was when the extension agreement was signed, prior to
year-end.
16. SUBSIDIARIES
All subsidiaries which have been included in these consolidated
financial statements, are as follows:
Country of incorporation Proportion of
and principal ownership interest
place of business at 31 December
Name 2019
Starcrest Education
Plc United Kingdom 100%
Starcrest Education
Management (UK) Limited United Kingdom 100%
Both companies above were incorporated in November 2019 and had
not started trading in the period to 31 December 2019.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
17. CASH AND CASH EQUIVALENTS
Year ended Period ended
31 December 31 December
2019 2018
GBP GBP
Cash at bank 2,787,046 4,020,320
---------------------- ----------------------
Cash at bank earns interest at floating rates based on daily
bank deposit rates.
18. TRADE AND OTHER PAYABLES
Year ended Period ended
31 December 31 December
2019 2018
GBP GBP
Amounts due to the parent
company 203,788 249,451
Accruals 455,034 179,426
----------------------- -----------------
658,822 428,877
----------------------- -----------------
The amounts above includes GBP179,160 (2018: GBP243,120) in
relation to share issue costs.
All payables are financial liabilities measured at amortised
cost.
Amounts due to the parent company are unsecured, interest free
and repayable on demand.
19. SHARE CAPITAL
Number of shares Nominal
value
GBP
Authorised
Ordinary shares of GBP0.01 each 1,000 ,000,000 10,000,000
Issued and fully paid
Issue of ordinary shares of
GBP0.01 each 21,560,000 215,600
------------------ ------------
On incorporation, the Company had an authorised share capital of
US$50,000 divided into 50,000 ordinary shares of a par value of
US$1.00 each.
On 18 December 2018 the Company repurchased and cancelled the
issued ordinary share capital of 10,000 of US$1 each. Separately,
the Company's authorised share capital became 1,000,000,000
ordinary shares of GBP0.01 each. On the same date the Company
issued 800,000 ordinary shares at nominal value.
On 18 December 2018 20,760,000 were subscribed to and recognised
as shares to be issued in other reserves. These were subsequently
issued as part of the share issue on 31 January 2019.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
19. SHARE CAPITAL (Continued)
On 31 January 2019, a total of 20,760,000 ordinary shares of
nominal value GBP0.01 each were issued by way of placing at a price
of GBP0.20 per share on the London Stock Exchange.
20. SHARE PREMIUM
Transaction costs of GBP111,177 for the year ended 31 December
2019 and GBP291,222 for the period from 23 May 2018 to 31 December
2018 have been deducted from equity. These costs are incremental
and directly attributable to the issue of shares.
The opening balance of Other Reserves of GBP3,773,141 has been
recognised as share capital and share premium after the issue of
the new shares on 31 January 2019.
21. RESERVES
The following describes the nature and purpose of each reserve
within equity:
Reserve Description and purpose
Share premium Amount subscribed for share capital
in excess of nominal value.
Other reserve Consideration received for shares
which are not yet issued .
Retained earnings All other net gains and losses
and transactions not recognised
elsewhere.
Foreign exchange reserve Gains/losses arising on retranslation
of net assets from functional
to presentation currency.
22. RELATED PARTY TRANSACTIONS
As at 31 December 2019, an amount of GBP203,788 (31 December
2018: GBP249,451) was owed to Starcrest Education Management
Company Ltd. This amount mainly arose from business expenses paid
on behalf of the Company by the parent company.
The remuneration of the Directors, the key management personnel
of the Company, is set out in note 11.
23. ULTIMATE CONTROLLING PARTY
The immediate parent company is Starcrest Education Management
Company Ltd. The ultimate parent company is Shenzhen Xing Chen
Investment Holdings Limited. The ultimate controlling party is Mr
Xingchen Zhu, who is also a director of the Company.
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 KKCBKQBKDCQK
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