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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Papillon Holdings Plc | LSE:PPHP | London | Ordinary Share | GB00BYZC5R04 | ORD GBP0.001 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.325 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMPPHP
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
For Immediate Release
The issuer has made the following amendment to the Final Results - Notes
to the Financial Statements for the Period Ended 31 December 2016 -
announcement released on 29 August 2017 at 12:13 p.m. The text from
Note 20 was omitted, and is now included.
All other details remain unchanged.
The full corrected version is shown below.
Papillon Holdings Plc
('Papillon' or 'the Company')
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIODED 31 DECEMBER 2016
1 General information
Papillon 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 was incorporated and registered in England and
Wales on 19 October 2015 as a private limited company and re-registered
on 24 June 2016 as a public limited company.
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 and have looked at the adequacy of funds
required in connection with the proposed acquisition of
Myclubbetting.com Limited as well as working capital requirements of the
Company. The Directors have issued a letter of comfort to meet any
shortfall of fees payable as well as working capital requirements of the
Company, pending completion of the acquisition. The working capital
requirements of the Company will be the responsibility of the combined
group upon completion of the acquisition.
After making enquiries, the Directors firmly believe that together with
their support the Company has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they
continue to adopt the going concern basis in preparing the financial
statements.
b) New and amended standards adopted by the company
There are no IFRSs or IFRIC interpretations that are effective for the
first time for the financial year beginning that would be expected to
have a material impact on the Company.
c) Standards, interpretations and amendments to published standards
that are not yet effective
The following new standards, amendments to standards and interpretations
have been issued, but are not effective for the financial period
beginning 26 February 2016 and have not been early adopted. The Director
anticipates that the adoption of these standard and the interpretations
in future period will have no material impact on the financial
statements of the company.
Reference Title Summary Application date of standard Application
date of
Company
IFRS 9 Financial Revised standard for accounting for financial instruments Periods commencing on or after 1 January 2018 1 January 2018
Instruments
IFRS 10 Consolidated Amended by Investment Entities: Applying the Consolidation Periods commencing on or after 1 January 2016 1 January 2017
financial Exception
statement
IFRS 11 Joint Amended by Accounting for Acquisitions of Interests Periods commencing on or after 1 January 2016 1 January 2017
Arrangements in Joint Operations
IFRS 12 Disclosure Amended by Investment Entities: Applying the Consolidation Periods commencing on or after 1 January 2016 1 January 2017
of Interests Exception
in Other
Entities
IFRS 14 Regulatory Aims to enhance the comparability of financial reporting Periods commencing on or after 1 January 2016 1 January 2017
deferral by entities subject to rate-regulations
accounts
IFRS 15 Revenue from Specifies how and when to recognise revenue from contracts Periods commencing on or after 1 January 2018 1 January 2018
contracts as well as requiring more informative and relevant
with disclosures
customers
IFRS 16 Leases IFRS 16 Leases published Periods commencing on or after 1 January 2019 1 January 2019
IFRS 17 Insurance IFRS 17 Insurance Contracts Periods commencing on or after 1 January 2021 1 April 2021
Contracts
IAS 16 Property, Amended standard for accounting treatment for property, Periods commencing on or after 1 January 2016 1 January 2017
Plant and plant and equipment
Equipment
IAS 27 Separate Amended by Equity Method in Separate Financial Statements Periods commencing on or after 1 January 2016 1 January 2017
financial (Amendments to IAS 27)
statement
IAS 28 Investments Amended by Investment Entities: Applying the Consolidation Periods commencing on or after 1 January 2016 1 January 2017
in Exception
Associates
and Joint
Ventures
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 instruments
Financial assets and financial liabilities are recognised when the
company becomes a party to the contractual provisions of the instrument.
Other receivables
Other receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market.
Subsequent to the initial recognition, other receivables are measured at
amortised cost less impairment losses for bad and doubtful debts.
Impairment losses for bad and doubtful debts are measured as the
difference between the carrying amount of financial asset and the
estimated future cash flows, discounted where the effect of discounting
is material.
Cash and cash equivalents
Cash and cash equivalents comprised of cash at bank and in hand.
Fair values
The carrying amounts of the financial assets and liabilities such as
cash and cash equivalents, receivables and payables of the company at
the statement of financial position date approximated their fair values,
due to relatively short term nature of these financial instruments.
Other payables
Other payables are initially recognised at fair value and thereafter
stated in amortised cost.
2.4 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.
2.5 Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
There is no tax currently payable based on the Company making a loss 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 do not believe that
they have had to make any assumptions or judgements that would
have a material effect on the amounts recognised in the financial
information.
4 Financial risk management
The Company's activities may expose it to some financial risks. The
Company's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential
adverse effects on the company's financial performance.
a) Liquidity risk
Liquidity risk is the risk that the 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. During the period under review,
the Company has not utilised any borrowing facilities. 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
Period from 19 October 2015 to
31 December 2016
GBP'000
Operating loss is stated after charging:
Directors Remuneration 20
Directors fees 111
Premises 11
Legal and professional fees 78
Listing costs 119
Audit fees 5
Other administrative expenses 59
Total administrative expenses 403
6 Personnel
The average monthly number of employees during the period was two
directors.
There were no benefits, emoluments or remuneration payable during the
period for key management personnel other than the GBP131,000 disclosed
in Note 5 and GBP75,000 paid in fees which have been included in share
premium and disclosed in note 19 as a related party transaction.
7 Taxation
Period from 19 October 2015 to
31 December 2016
GBP'000
Total current tax -
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation (403)
Loss on ordinary activities before taxation multiplied
by standard rate of UK corporation tax of 20% (80)
Effects of:
Non-deductible expenses 43
Tax losses carried forward 37
Current tax charge for the period -
No liability to UK corporation tax arose on ordinary activities for the
current period.
The company has estimated tax losses of GBP186,000 available for carry
forward against future trading profits.
The tax losses have resulted in a deferred tax asset of approximately
GBP37,000 which has not been recognised in the financial statements due
to the uncertainty of the recoverability of the amount.
8 Earnings per share
Period from 19 October 2015 to
31 December 2016
Basic loss per share is calculated by dividing the
loss attributable to equity shareholders by the weighted
average number of ordinary shares in issue during
the period:
Loss after tax attributable to equity holders of the
company (402,742)
Weighted average number of ordinary shares 70,108,868
Basic and diluted loss per share (0.574p)
There were no potential dilutive shares in issue during the period.
9 Capital risk management
The Directors' objectives when managing capital are to safeguard the
Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce the
cost of capital. At the date of this financial information, the Company
had been financed by the introduction of capital. In the future, the
capital structure of the Company is expected to consist of
borrowings and equity attributable to equity holders of the Company,
comprising issued share capital and reserves.
10 Other receivables
2016
GBP'000
Unpaid share capital 200
Other receivables 52
Prepayments 16
268
Details of unpaid share capital are disclosed in note 13 to the
financial statements.
11 Cash and cash equivalents
2016
GBP'000
Cash at bank 99
99
12 Trade and other payables
2016
GBP'000
Trade payables 4
Accruals 32
36
13 Share capital
For the year end
31 December 2016
GBP'000
Allotted, called up and fully paid
132,400,000 Ordinary shares of GBP0.001 each 132
132
During the period the company had the following share transactions:
On 19 October 2015, the Company was incorporated with an issued share
capital of two Ordinary shares of GBP1 each.
On 18 March 2016, the Company subdivided each ordinary share of GBP1
into 1,000 Ordinary shares of GBP0.001 each.
On 18 March 2016, the Company issued and allotted 49,998,000 Ordinary
shares of GBP0.001 each at par.
On 15 June 2016, the Company issued and allotted 82,400,000 Ordinary
shares of GBP0.001 each at GBP0.01. Furthermore, on 24 June 2016, the
entire share capital was listed on the London Stock Exchange Main
Market- Standard Segment ("Main Market").
Of the 82,400,000 Ordinary shares allotted 10,000,000 Ordinary shares of
GBP0.001 each were allotted to each of the Directors, James Longley and
Charles Tatnall, and of the GBP200,000 unpaid subscription monies at the
year-end, GBP140,000 was paid into the Company's bank account equally by
James Longley and Charles Tatnall on 21 August 2017 with the balance
being offset against ongoing expenses of the company borne by Messrs
Longley and Tatnall.
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.
The Company has issued Placing warrants to the Placees to subscribe at
1.5 pence per Ordinary share for up to 41,200,000 Ordinary shares each
on the basis of one Placing warrant for every two Placing shares
subscribed for by each Placee. The Placing warrants are unlisted and are
exercisable up to the second anniversary of Admission in whole or in a
minimum aggregate amount of 50,000 Placing warrants.
The Company has issued Founder warrants to James Longley and Charles
Tatnall, to subscribe at 1.25 pence per Ordinary share for up to 10
million Ordinary shares each, they also hold placee warrants of 5
million each. The Founder warrants are unlisted and are exercisable up
to the third anniversary of Admission in whole or in a minimum aggregate
amount of 50,000 Founder warrants.
The Company has issued Broker warrants to JIM Nominees Limited to
subscribe at the Placing Price for up to 10,300,000 Ordinary Shares. The
Broker warrants are unlisted and are exercisable up to the fifth
anniversary of Admission in whole or in a minimum aggregate amount of
50,000 Broker warrants.
14 Accumulated deficit
2016
GBP'000
At start of period -
Loss for the period (403)
At 31 December 2016 (403)
15 Contingent liabilities
The company has no contingent liabilities in respect of legal claims
arising from the ordinary course of business.
16 Capital commitments
There was no capital expenditure contracted for at the end of the
reporting period but not yet incurred.
17. Ultimate controlling party
As at 31 December 2016 the ultimate controlling parties of the Company
are the Directors, Charles Tatnall and James Longley, who have a
combined shareholding of more than 50% of the ordinary share capital of
the company.
18. Events after the reporting period
As detailed in the Chairman's statement the Company is in the process
carrying out due diligence, documentation and compliance with all
regulatory requirements, including the Listing and Prospectus Rules and,
as required, the Takeover Code in relation to the proposed acquisition
of MyClubbetting.Com Limited. The Company's ordinary shares continue to
be suspended pending the publication of a prospectus and the application
for the enlarged Company to have its Ordinary Shares readmitted to the
Official List and to trading on the main market for listed securities of
the London Stock Exchange.
19. Related party transactions
During the period ended 31 December 2016 the Directors received
consultancy fees through the following companies:
Director Company Fees paid
GBP
James Longley James Longley Limited 53,000
Charles Tatnall Tatbels Limited 53,000
GBP106,000
During the period ended 31 December 2016 the Directors were paid fees
for raising corporate finance which amounted to GBP75,000 as follows:
Director Fees paid
GBP
James Longley 37,500
Charles Tatnall 37,500
GBP75,000
The above fees were payable to their jointly owned company, Spencer
Chapman Limited and are included as part of share issue costs charged to
the share premium account.
During the period ended 31 December 2016 the Company paid rent of
GBP10,789 in respect of rental of offices. The head lease on these
offices is owned by James Longley.
20. Nature of financial Information
These are not full accounts in terms of Section 434 of the Companies Act
2006. The information contained within this financial information,
which is extracted from the Annual Report and Financial Statements 2016,
constitute regulated information, which is to be communicated to the
media in full unedited text through a Regulatory Information Service in
accordance with the FCA's Disclosure Guidance and Transparency Rules
("DTR"), Rule 6.3.5R. This announcement is not a substitute for reading
the full Annual Report and Financial Statements 2017
Full accounts for the period ended 31 December 2016 have been lodged
with the Registrar of Companies. The audited financial statements for
the period ended 31 December 2016 contain an unqualified audit report.
The Company's Annual Report and Financial Statements 2016, Strategic
Report 2016 and Notice of Annual General Meeting 2016 can be viewed on
the Company's website at www.papillonholdingsplc.com
**ENDS**
For further information visit www.papillonholdingsplc.com or contact the
following:
Charles Tatnall Papillon Holdings plc info@papillonholdingsplc.co
m
Financial Adviser Alfred Henry Corporate Finance jisaacs@alfredhenry.com
Jon Isaacs Limited +44 (0) 20 7309 2242
Financial PR St Brides Partners Limited info@stbridespartners.co.uk
Isabel de Salis / +44 (0) 20 7236 1177
Olivia Vita
This announcement contains inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR).
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Papillon Holdings PLC via Globenewswire
http://papillonholdingsplc.com/
(END) Dow Jones Newswires
September 13, 2017 10:20 ET (14:20 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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