TIDMHERT
RNS Number : 4282Q
Hertsford Capital PLC
18 October 2019
HERTSFORD CAPITAL PLC
("Hertsford" or "the Company")
Audited accounts for the period ended 30 June 2019
Hertsford (ticker: HERT) announces its audited financial results
for the period ended 30 June 2019.
Period highlights
-- On 26 November 2018, the Company was admitted to the standard
segment of the Official List and to trading on the London Stock
Exchange's Main Market
-- Raised GBP3 million cash (gross) through the listing of 32 million new ordinary shares
-- Cash at period end was over GBP2.8m, with no debt
Harry Hyman, Chairman of Hertsford said: "We continue to
consider possible investments for Hertsford and will update the
market as progress is made."
For information please contact:
Hertsford Capital www.hertsford-capital.com
plc
Rodger Sargent via Walbrook PR
Walbrook PR Ltd Tel: 020 7933 8780 or hertsford@walbrookpr.com
Paul McManus Mob: 07980 541 893
HERTSFORD CAPITAL PLC
COMPANY INFORMATION
FOR THE PERIODED 30 JUNE 2019
Directors R Sargent (appointed 22 June 2018)
H Hyman (appointed 22 June 2018)
S Gill (appointed 23 July 2018)
A Hambro (appointed 1 November 2018)
Secretary R Sargent (appointed 22 June 2018)
Registered Office C/O Fladgate LLP,
16 Great Queen Street,
London
WC2B 5DG
Company number 11429299
Auditors Haysmacintyre LLP
10 Queen Street Place
London
EC4R 1AG
HERTSFORD CAPITAL PLC
CHAIRMAN'S STATEMENT
FOR THE PERIODED 30 JUNE 2019
INTRODUCTION
I am pleased to present the financial results for the period
ended 30 June 2019. Hertsford Capital plc ('Hertsford') floated on
the London Stock Exchange on 26 November 2018. The Company was
created to acquire businesses with a technology focus.
BUSINESS REVIEW
During this period, Hertsford Capital Plc recorded a loss of
GBP56,689 and the loss per share was 0.30 pence. This reflects the
costs of the formation of the Company and its admission to the
London Stock Exchange. GBP4,309 of these expenses are a non-cash
accounting charge relating to issued options. The board receive no
salary.
The Company held cash reserves at the period end of GBP2.84m
with no debt financing.
FUTURE DEVELOPMENTS
We continue to consider possible investments for Hertsford and
will update the market as progress is made.
Harry Hyman
Chairman
18 October 2019
HERTSFORD CAPITAL PLC
STRATEGIC REPORT
FOR THE PERIODED 30 JUNE 2019
The Directors present the Strategic Report for the period ended
30 June 2019.
The Company incorporated on 22 June 2018 as Hertsford Capital
plc.
RESULTS
The Company made a loss for the year of GBP56,689.
BUSINESS MODEL, REVIEW OF THE BUSINESS AND FUTURE
DEVELOPMENTS
The Company's business model is to identify investment
opportunities in the technology sector. During the period under
review the Directors have considered a number of opportunities
available to them. Further information on the Company's activities
is contained in the Chairman's Statement on page 2.
KEY PERFORMANCE INDICATORS
The Board seeks to maximise share value by acquiring a
technology business with high growth potential. When an investment
has been identified, the Board will assess it against a number of
KPIs to assess its suitability.
ENVIRONMENTAL AND SOCIAL IMPACT
As at the date of this report the Company is seeking potential
investment opportunities. Accordingly, until such time that an
investment is made the Directors consider that the Company's
business activities have a minimal environmental and social
impact.
EMPLOYEES
With the exception of the Directors the Company does not have
any employees. The Board of Directors is comprised of three male
and one female.
PRINCIPAL RISKS AND UNCERTAINTIES AND RISK MANAGEMENT
Capital risk management
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising returns to the
shareholders. It is the current strategy of the Group to finance
its activities from existing equity and reserves and by the issue
of new equity whenever required.
Financial risk management
The directors consider the Company to be exposed to the
following financial risks:
a. Price risk: the price paid for securities is subject to
market movement that will have an impact on the operations of the
Company.
Given the relatively small size and operation of the Company in
the period, the directors have not delegated the responsibility of
risk monitoring to a sub-committee of the board, but will closely
monitor the risks on a regular basis. The directors consider their
exposure in the financial period to have been low.
Rodger Sargent
CEO
18 October 2019
HERTSFORD CAPITAL PLC
DIRECTORS' REPORT
FOR THE PERIODED 30 JUNE 2019
The Directors present their report together with the financial
statements for the period ended 30 June 2019.
PRINCIPAL ACTIVITY
Hertsford Capital plc was created to undertake an acquisition
within the technology industry.
RESULTS AND DIVIDS
The loss before and after taxation for the year was GBP56,689.
The directors do not recommend payment of a dividend.
DIRECTORS
The Directors who served the Company during the year and to the
date of these financial statements were:
R Sargent (appointed 22 June 2018)
H Hyman (appointed 22 June 2018)
S Gill (appointed 23 July 2018)
A Hambro (appointed 1 November 2018)
The Directors of the Company held the following interests in the
shares of Hertsford Capital plc at the 30 June 2019.
Directly and indirectly held by the directors:
H Hyman 1,355,556 4.2%
R Sargent 855,555 2.7%
S Gill 555,556 1.7%
A Hambro 483,333 1.5%
There have been no material changes in the Directors'
shareholdings between the year-end and the date that this report
was approved.
DIRECTORS' REMUNERATION REPORT
This report is submitted in accordance with Schedule 8 of the
Large and Medium sized Companies (Accounts and Reports) (Amendment)
Regulations 2013 in respect of the period ended 30 June 2019. The
reporting requirements entail two sections to be included, a Policy
Report and an Annual Remuneration Report which are presented
below.
The Company's auditor, Haysmacintyre LLP, is required to give
its opinion on certain information included in this report. This
comprises of the Directors Remuneration and the information on
directors' shareholdings which is detailed above and also forms
part of this directors' remuneration report. Their report on these
and other matters is set out on page 7.
Policy
The Company's Directors as a whole considers Directors'
remuneration and has not sought advice or services from any person
in respect of its consideration of Directors' remuneration during
the period although the Directors expect from time to time to
review the fees against those paid to boards of directors of
comparable organisations and appointments. During the period the
Directors' policy has been that none of the Directors should
receive any remuneration in respect of the services provided to the
Company. This policy will be reconsidered following the successful
completion of an investment.
Annual Remuneration Report
The Directors did not receive any remuneration, as disclosed in
note 6, during the period.
Details of the Directors' shareholdings in the Company are set
out above and detail of the Directors' share options are disclosed
in note 12 to these financial statements.
SUBSTANTIAL SHAREHOLDINGS
On 30 June 2019, the following interests in 3% or more of the
issued share capital appear in the register:
Jim Nominees Limited 9,747,001 30.5%
Barnard Nominees Ltd 9,300,500 29.1%
HSBC Global Custody Nominee (UK) Limited 4,475,556 14.0%
W B Nominees Limited 1,007,000 3.1%
There has not been a material change to the above shareholdings
since the year-end.
CORPORATE GOVERNANCE
As a company listed on the Standard Segment of the Official List
of the UK Listing Authority, the Company is not required to comply
with the provisions of the UK Corporate Governance Code. Although
the Company does not comply with the UK Corporate Governance Code,
the Company intends to have regard for the provision of the
Corporate Governance Code insofar as is appropriate, save as set
out below:
Until an acquisition is made the Company will not have
nomination, remuneration, audit or risk committees. The Board as a
whole will instead review its size, structure and composition, the
scale and structure of the Directors' fees (taking into account the
interests of Shareholders and the performance of the Company), take
responsibility for the initial appointment of auditors and payment
of their audit fee, monitor and review the integrity of the
Company's financial statements, the Board's performance and take
responsibility for any formal announcements on the Company's
financial performance. Following an acquisition the Board intends
to put in place nomination, remuneration and audit and risk
committees. The Board has adopted the Model Code for Directors'
dealings contained in the Listing Rules of the UK Listing
Authority. The Board will be responsible for taking all proper and
reasonable steps to ensure compliance with the Model Code by the
Directors.
The Directors are responsible for internal control in the
Company and for reviewing its effectiveness. Due to the size of the
Company, all key decisions are made by the Board in full. The
Directors have reviewed the effectiveness of the Company's systems
during the period under review and consider that there have been no
material losses, contingencies or uncertainties due to the weakness
in the controls. The Board do not consider the internal audit
function to be necessary due to the Company being a special purpose
acquisition company.
GOING CONCERN
The directors have assessed the Company's position as at 30 June
2019 and for the 12 months following the approval of the financial
statements and consider it appropriate to prepare the financial
statements on a going concern basis. There are cash reserves of
GBP2.84m which the directors consider sufficient to ensure that the
Company will be able to continue to meet its commitments as they
fall due for at least twelve months from the date of approval of
the financial statements.
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 financial
statements for each financial year. Under that law the directors
are required to prepare the Company financial statements in
accordance with IFRSs as adopted by the EU and in accordance with
generally accepted accounting principles or practice. Under
applicable law and regulations, the directors are also responsible
for preparing a Directors' Report to comply with that law and those
regulations. In determining how amounts are presented within terms
in the income statement and statement of financial position the
directors have had regard to the substance of the reported
transaction or arrangement in accordance with generally accepted
accounting principles or practice.
The financial statements are required by law to give a true and
fair view of the state of affairs of the Company and of the profit
and loss of the Company for that period.
In preparing the Company 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
IFRSs as adopted by the EU subject to any material departures
disclosed and explained in the Company financial statements;
and
-- 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 proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that
the financial statements comply with the Companies Act 2006. They
have general responsibility for taking such steps as are reasonably
open to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities.
In the case of each person who was a director at the time this
report was approved:
-- so far as that director is aware there is no relevant audit
information of which the Company's auditor is unaware:
and
-- that director has taken all steps that the director ought to
have taken as a director to make himself aware of any relevant
audit information and to establish that the Company's auditor is
aware of that information.
DISCLOSURE OF INFORMATION TO THE AUDITORS
So far as the directors are aware, there is no relevant audit
information of which the Company's auditors are unaware, and they
have taken all steps that they ought to have taken as directors in
order to make themselves aware of any relevant audit information
and to establish that the Company's auditors are aware of that
information.
AUDITORS
A resolution to re-appoint Haysmacintyre LLP as auditors will be
presented to the members at the Annual General Meeting in
accordance with Section 485(2) of the Companies Act 2006.
Rodger Sargent
On behalf of the Board
18 October 2019
INDEPENT AUDITORS' REPORT
TO THE MEMBERS OF HERTSFORD CAPITAL PLC
Opinion
We have audited the financial statements of Hertsford Capital
Plc (the 'company') for the period ended 30 June 2019 which
comprise the Statement of Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity, the
Statement of Cash Flows and the related notes to the financial
statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their
preparation 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 30 June 2019 and of the company's loss for the period
then ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- 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 public interest
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.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the company's ability to continue to adopt the going
concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for
issue.
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.
The risk Our response to the risk:
Going concern At the planning stage we identified As described in the accounting
that there was a risk that policies (see note 2) the
the going concern basis of directors have concluded
preparation may not be appropriate. that the company is a going
Ongoing losses within the concern. The Directors'
company indicate a potential note that the Company has
risk that the company is not cash reserves of GBP2.8m
a going concern. and that the annual recurring
expenditure of the Company
is forecast to be consistent
with the level of expenditure
incurred in the current
period.
We reviewed the current
level of cash and managements
forecasts in support of
their assessment of going
concern. Based on our review
and challenge of those forecasts
we are satisfied that these
support the Directors' conclusions
and we are in agreement
with the Directors' that
it is appropriate to prepare
the financial statements
on the going concern basis.
We have reviewed the appropriateness
of the going concern disclosures
in these financial statements.
======================================= ======================================
Key observations communicated to the Audit Committee
The financial statements have been prepared on a going
concern basis and, based on the procedures performed,
we have no matters to report to the Audit Committee.
===============================================================================
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We define materiality as
the magnitude of misstatement that could reasonably be expected to
influence the readers and the economic decisions of the users of
the financial statements. We use materiality to determine the scope
of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole. For the
purpose of this audit, a materiality level of 2% of gross assets
was utilised being GBP57,000. Performance materiality was set at
75% of materiality. Any misstatements identified above 5% of
materiality and not adjusted were reported to the directors as
unadjusted misstatements. Materiality was based on gross assets as
the company currently holds cash and is looking for investment
opportunities.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit scope
for the Company. This enables us to form an opinion on the
financial statements. We take into account size, risk profile, the
organisation of the Company and the internal control environment
when assessing the level of work to be performed.
Based on our assessment of the accounting processes, the
industry in which the company operates and the control environment,
it was appropriate to undertake an entirely substantive audit
approach. Our substantive audit procedures included testing of
total expenditure, total assets, liabilities and equities.
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;
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements; and
-- the Directors' Remuneration report has been properly prepared
in accordance with the Companies Act 2006.
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 parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the 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, 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 going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative 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 not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they can reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud are; to
identify and assess the risks of material misstatement of the
financial statements due to fraud; to obtain sufficient appropriate
audit evidence regarding the assessed risks of material
misstatement due to fraud, through designing and implementing
appropriate responses; and to respond appropriately to fraud or
suspected fraud identified during the audit. However, the primary
responsibility for the prevention and detection of fraud rests with
both those charged with governance of the entity and
management.
Our approach was as follows:
-- We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and determined that
the most significant are the Companies Act 2006 and the Listing
Rules.
-- We understood how the Company is complying with those
frameworks through discussions with the Directors.
-- We assessed the susceptibility of the Company's financial
statements to material misstatement including how fraud might occur
by considering the key risks impacting the financial
statements.
-- We carried out a review of manual entries recorded in
managements accounting records and assessed the appropriateness of
such entries.
-- We have assessed that the Company's control environment is
adequate for the size and operating model of such a listed
Company.
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 we are required to address
We were appointed by the Audit Committee on 2 August 2018 to
audit the financial statements for the period ending 30 June 2019.
Our total uninterrupted period of engagement is 1 year covering the
period ending 30 June 2019.
During the period we were engaged as reporting accountants in
respect of the Company's listing on the standard segment of the
London Stock Exchange. We were paid fees totaling GBP11,000 plus
VAT in respect of this work. This service was provided prior to the
Company becoming a public interest entity and prior to our
appointment as auditors to the Company.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the company and we remain independent of the
company in conducting our audit.
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.
Ian Cliffe
Senior Statutory Auditor 10 Queen Street Place
for and on behalf of Haysmacintyre LLP London
Statutory Auditors EC4R 1AG
Date: 18 October 2019
HERTSFORD CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 30 JUNE 2019
2019
Note GBP
CONTINUING OPERATIONS
Administrative expenses (65,130)
OPERATING LOSS 4 (65,130)
Interest income 8,441
LOSS FOR THE PERIOD BEFORE TAXATION (56,689)
Taxation 7 -
TOTAL COMPREHENSIVE LOSS (56,689)
==========
BASIC AND DILUTED LOSS PER SHARE (PENCE) 14 (0.30p)
=========
There was no other comprehensive income in 2019.
The notes on pages 16 to 23 form part of these financial
statements.
HERTSFORD CAPITAL PLC Company number: 11429299
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
2019
Note GBP
CURRENT ASSETS
Trade and other receivables 8 4,662
Cash and cash equivalents 9 2,840,639
------------
TOTAL ASSETS 2,845,301
CURRENT LIABILITIES
Trade and other payables 10 (13,196)
NET ASSETS 2,832,105
============
EQUITY
Share capital 11 960,000
Share premium account 11 1,924,485
Share option reserve 12 4,309
Retained losses (56,689)
TOTAL EQUITY 2,832,105
============
These financial statements were approved by the Board of
Directors on 18 October 2019 and were signed on its behalf by:
Rodger Sargent (CEO)
The notes on pages 16 to 23 form part of these financial
statements.
HERTSFORD CAPITAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 30 JUNE 2019
Share Share Share Retained Total
Capital Premium option reserve Losses Equity
GBP GBP GBP GBP GBP
On incorporation - - - - -
Loss for the period
and total - - - (56,689) (56,689)
comprehensive loss
Shares issue 960,000 - - - 960,000
Share premium (net
of expenses) - 1,924,485 - - 1,924,485
Grant of share options - - 4,309 - 4,309
__________ __________ _________ __________ _______
Balance at 30 June
2019 960,000 1,924,485 4,309 (56,689) 2,832,105
======== ======== ======== ======== ========
Share premium is stated net of issue costs of GBP175,515.
The notes on pages 16 to 23 form part of these financial
statements.
HERTSFORD CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR THE PERIODED 30 JUNE 2019
Note 2019
CASH FLOWS FROM OPERATING ACTIVITIES GBP
Loss after taxation (56,689)
Adjustments for:
Share option charge 4,309
Increase in trade and other payables 13,196
Increase in trade and other receivables (4,662)
Interest receivable (8,441)
------------------
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (52,287)
------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of shares (net of costs) 2,884,485
Interest receivable 8,441
------------------
NET CASH INFLOW FROM FINANCING ACTIVITIES 2,892,926
========
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,840,639
Cash and cash equivalents brought forward -
------------------
CASH AND CASH EQUIVALENTS CARRIED FORWARD 9 2,840,639
========
The notes on pages 16 to 23 form part of these financial
statements.
HERTSFORD CAPITAL PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIODED 30 JUNE 2019
1. GENERAL INFORMATION
Hertsford Capital plc is a public limited company registered and
incorporated in England and Wales. The Company's principal
activities are described in the Directors' Report. The Company's
registered office and principal place of business is C/O Fladgate
LLP, 16 Great Queen Street, London, WC2B 5DG.
2. ACCOUNTING POLICIES
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union. The financial statements have been prepared
using the measurement bases specified by IFRS for each type of
asset, liability, income and expense. The measurement bases are
more fully described in the accounting policies below.
The financial statements are presented in pounds sterling (GBP)
which is the functional currency of the company.
An overview of standards, amendments and interpretations to
IFRSs issued but not yet effective, and which have not been adopted
early by the Company are presented below under 'Statement of
Compliance'.
Statement of compliance
The financial statements comply with IFRS as adopted by the
European Union. At the date of authorisation of these financial
statements the following Standards and Interpretations affecting
the Company, which have not been applied in these financial
statements, were in issue, but not yet effective. The company does
not plan to adopt these standards early.
-- IFRS 16 Leases (effective for accounting periods beginning on or after 1 January 2019)
Going Concern
The directors have assessed the Company's position as at 30 June
2019 and consider it appropriate to prepare the financial
statements on a going concern basis. There are cash reserves of
GBP2.84m which the directors consider, based on the current level
of activity, sufficient to ensure that the Company will be able to
continue to meet its commitments as they fall due for at least
twelve months from the date of approval of the financial
statements.
Segment reporting
A business segment is a group of assets and operations engaged
in providing products or services that are subject to risks and
returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services
within a particular economic environment that are subject to risks
and returns that are different from those of segments operating in
other economic environments.
The directors are of the opinion that the Company is not
currently engaged in any more than a single sector as it has not
yet traded and has incurred only set up fees and the costs of
running a business for the period. The Company is based in the
United Kingdom and accordingly, no segmental analysis is considered
necessary.
Expenses
All expenses are accounted for on an accruals basis and are
presented through the Statement of Comprehensive Income.
Share based payments
All share based payments are accounted for in accordance with
IFRS 2 - Share-based payments. The Company issues equity-settled
share based payments in the form of options and warrants to certain
directors and employees. Equity settled share based payments are
measured at fair value at the date of grant. The fair value
determined at the grant date of equity-settled share based payments
is expensed on a straight line basis over the vesting period, based
on the Company's estimate of shares that will eventually vest.
Share based payments (continued)
Fair value is estimated using the Black-Scholes valuation model.
The expected life used in the model has been adjusted, on the basis
of management's best estimate for the effects of
non-transferability, exercise restrictions and behavioural
considerations. At each balance sheet date, the Company revises its
estimate of the number of equity instruments expected to vest as a
result of the effect of non-market based vesting conditions. The
impact of the revision of the original estimates, if any, is
recognised in profit or loss such that the cumulative expense
reflects the revised estimate, with a corresponding adjustment to
retained earnings.
Taxation
Current taxation is the taxation currently payable on taxable
profit for the year.
Trade and other receivables
Trade and other receivables are recognised and carried at
original invoice value less an allowance for any uncollectible
amounts. An estimate for doubtful debts is made when collection of
the full amount is no longer probable. Bad debts are written off
when identified.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits, together with 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.
Trade payables
Trade payables are initially measured at fair value and are
subsequently measured at amortised cost, using the effective
interest rate method.
Financial instruments
The Company's financial assets comprise cash and cash
equivalents.
The Company's financial liabilities comprise trade payables.
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Company becomes a
party to the contractual provisions of the instruments.
Equity
Equity comprises the following:
-- "Share capital" represents the nominal value of equity shares.
-- "Share premium" represents the excess over nominal value of
the fair value of consideration received for equity shares, net of
expenses of the share issue.
-- "Share option reserve" represents the value of warrants and options issued.
-- "Retained losses" represents cumulative net gains and losses recognised in the Statement of Comprehensive Income.
Critical Accounting Estimates and Judgements
The preparation of financial statement in conformity with IFRS
requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting year. These estimates and assumptions
are based upon management's knowledge and experience of the
amounts, events or actions. Actual results may differ from such
estimates.
The Directors consider that the valuation of the share options
is a key accounting judgement. The valuation of the options has
been determined by management as set out in note 12 to these
financial statements. The Directors' have considered the
appropriateness of the valuation assumptions contained within the
valuation model and are satisfied with the reasonableness of those
estimates and judgements.
3. SEGMENTAL INFORMATION
The Company is organised around one business class and the
results are reported to the Chief Operating Decision Maker
according to this class. There is one continuing class of business,
being the selecting of investments in line with the Company's
investment strategy.
Given that there is only one continuing class of business,
operating within the UK no further segmental information has been
provided.
4. LOSS FROM OPERATIONS
The loss from operations has been arrived 2019
after charging:
GBP
Auditors' remuneration 27,500
========
5. AUDITOR'S REMUNERATION 2019
GBP
During the year the Company obtained the following
services
from the Company's auditor:
Fees payable to the Company's auditors
for the audit of the Company's annual
financial statements 12,500
Fees payable to the Company's auditors
for other services: 15,000
Other services pursuant to legislation
-----------------
27,500
========
6. DIRECTOR'S REMUNERATION 2019
GBP
Fees nil
========
7. TAXATION
Due to tax losses sustained there was no corporation tax payable
by the company in the period.
The tax charge for the period is different from the standard
rate of corporation tax in the United Kingdom. The difference
is reconciled as follows:-
2019
GBP
Loss on ordinary activities before
tax (56,689)
Loss on ordinary activities at the
effective rate of corporation tax
applicable to the Company of 19% (10,771)
Losses not utilized 10,771
-----------------
Total tax charge -
========
No deferred tax asset has been recognised as the Directors
cannot be certain that future profits will be sufficient for this
asset to be realised.
Factors affecting future tax charges
There are no factors affecting the tax charge.
8. TRADE AND OTHER RECEIVABLES 2019
GBP
Prepayments 4,662
=========
9. CASH AND CASH EQUIVALENTS 2019
GBP
Cash at bank 2,840,639
=========
The Directors consider that the carrying amount of cash and cash
equivalent represents their fair value.
10. TRADE AND OTHER PAYABLES 2019
GBP
Trade payables 696
Accruals 12,500
------------------
13,196
=========
The fair value of trade and other payables is considered by the
Directors not to be materially different to the carrying
amounts.
11. ISSUED SHARE CAPITAL Number of Nominal Share
Shares Value premium
Issued and fully paid No. GBP GBP
At 30 June 2019: 32,000,005 960,000 1,924,485
Ordinary shares of 3p each
Issued on incorporation 2 - -
Issued on 23 July 2018 1,666,670 50,000 -
Issued on 1 November 2018 333,333 10,000 -
Issued on 29 November 2018 30,000,000 900,000 2,100,000
Less: share issue costs - - (175,515)
------------------ ------------------- ------------------
32,000,005 960,000 1,924,485
========= ========= ========
During the period the Company incurred share issue costs of
GBP175,515. These costs have been deducted from the Share Premium
account as permitted by IAS1.
Fully paid ordinary shares, which have a par value of 3p, carry
one vote per share and rank equally in respect of dividends.
Reserve Description and Purpose
Share premium Amount subscribed for share capital in
excess of nominal value.
Share option reserve Value of warrants and options issued.
Retained losses Cumulative net gains and losses recognised
in the income statement.
12. SHARE OPTIONS
The Company operates share-based payment arrangements to
remunerate directors and key employees in the form of options and
warrants. Equity-settled share-based payments are measured at fair
value (excluding the effect of non-market based vesting conditions)
at the date of grant. The fair value determined at the grant date
of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Company's
estimate of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions.
The following table sets out the details of options granted:
Options issued in the Options
year 30 June 2019 Exercise price Issue date Expiry date
Option holder
H Hyman 400,000 400,000 10p 29/11/2018 29/11/2021
R Sargent 400,000 400,000 10p 29/11/2018 29/11/2021
S Gill 400,000 400,000 10p 29/11/2018 29/11/2021
A Hambro 400,000 400,000 10p 29/11/2018 29/11/2021
The fair value of the options issued to directors was determined
using the Black-Scholes option pricing model and the inputs to the
model were as follows
Grant date share price 10p
Exercise share price 10p
No. of share options 1,600,000
Risk free rate 1%
Expected volatility 40%
Expected option life 3 years
Calculated fair value per share GBP0.01385
The total share-based payment expense recognised in the
statement of comprehensive income for the period ended 30 June 2019
in respect of these options granted was GBP4,309.
13. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising returns to
shareholders. It is the current strategy of the Company to finance
its activities from existing equity and reserves and by the issue
of new equity as required.
The Board's policy is to maintain a strong capital base so as to
maintain investors, creditors and market confidence and to sustain
future development of the business. The Board manages the Company's
affairs to achieve shareholders returns through capital growth and
income.
The Company is not subject to externally imposed capital
requirement.
14. LOSS PER SHARE
The calculation of loss per ordinary share is based on the loss
attributable to ordinary shareholders divided by the weighted
average number of shares in issue during the year.
Loss Weighted Average Per share
number of amount (pence)
shares
GBP
Basic and diluted loss per
share 2019 56,689 18,874,893 (0.30)p
There is no difference between the basic
and diluted loss per share.
15. NET ASSET VALUATION
The net asset valuation per share is calculated by dividing the
net assets attributable to the equity holders of the Company at the
end of the reporting period by the number of shares in issue.
2019
GBP
Net assets 2,832,105
Number of ordinary shares
in issue 32,000,005
Net asset valuation per share 8.85p
==========
16. FINANCIAL INSTRUMENTS
The Company's activities expose it to a variety of financial
risks: market risk, credit risk, liquidity risk, cash flow interest
rate risk and equity price risk.
Risk management is carried out by the Board of Directors.
(a) Capital management
The Company's objectives when managing capital are:
-- to safeguard the Company's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
-- to support the Company's growth; and
-- to provide capital for the purpose of strengthening the
Company's risk management capability.
The Company actively and regularly reviews and manages its
capital structure to ensure an optimal capital structure and equity
holder returns, taking into consideration the future capital
requirements of the Company and capital efficiency, prevailing and
projected profitability, projected operating cash flows, projected
capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and
reserves, for capital management purposes.
(b) Credit risk
The main credit risk relates to liquid funds held at banks. The
credit risk in respect of these bank balances is limited because
the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
(c) Liquidity risk
The Company seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs.
An analysis of trade and other payables is given in note 10.
These payables are payable within a year.
CATEGORIES OF FINANCIAL INSTRUMENTS
The IAS 39 categories of financial asset included in the
statement of financial position and the headings in which they are
included are as follows:
2019
GBP
Financial assets:
Trade and other receivables -
Cash and bank balances 2,840,639
=========
Financial liabilities at amortised cost:
Trade and other payables 13,196
=========
17. RELATED PARTY TRANSACTIONS
There were no related party transactions with the directors
during the year other than those disclosed in note 12. The
directors consider themselves to be the key management
personnel.
18. ULTIMATE CONTROLLING PARTY
The directors do not consider there to be one ultimate
controlling party.
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 MPBJTMBTBBML
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October 18, 2019 09:27 ET (13:27 GMT)
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