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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Good Life Plus Plc | AQSE:GDLF | Aquis Stock Exchange | Ordinary Share | GB00BPSMPW93 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.20 | -12.50% | 1.40 | 1.40 | 1.80 | 1.60 | 1.40 | 1.60 | 100,000 | 08:07:15 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMSEMP
RNS Number : 8605R
Semper Fortis Esports PLC
31 October 2023
31 October 2023
SEMPER FORTIS ESPORTS PLC
("Semper" or the "Company")
HALF-YEARLY RESULTS FOR THE SIX MONTHSED 31 JULY 2023
Semper Fortis Esports PLC (AQSE: SEMP), announces its unaudited half-yearly results for the six months ended 31 July 2023 and provides an update on post-period events.
FINANCIAL HIGHLIGHTS
-- Loss before tax of GBP0.25m (H1 2022: GBP0.46m). -- Cash at bank as of 31 July 2023 GBP0.16m (H1 2022: GBP0.63m).
OPERATIONAL HIGHLIGHTS
-- No active operating business during the period.
-- Raised GBP100,000 before expenses through a subscription for an aggregate of 100m new ordinary shares.
-- Investment of GBP250,000 made in convertible loan notes of GBP1 each in GL Membership Limited.
POST PERIOD EVENTS
-- Continuing due diligence on GL Membership Limited as the Company explores the opportunity to acquire the entire issued share capital of GL Membership Limited by way of a reverse takeover transaction.
Keith Harris, Chairman, said : " We are excited at the potential acquisition of GL Membership Limited, a business that is undergoing rapid expansion and growth in the subscription model space. Our initial view is there is considerable upside potential in this early-stage investment and we will make further announcements in due course when our due diligence has concluded."
For more information, please contact:
Semper Fortis Esports plc Max Deeley, Finance Director https://semperfortisesports.com Novum Securities Limited AQSE Corporate Adviser and Broker + 44 20 7399 9400 David Coffman / George Duxberry - Corporate Finance Colin Rowbury - Corporate Broking
Interim Management Report
Overview
The Company has no active operating business and has significantly reduced its overheads to a minimum in order to conserve its cash position.
On 22 March 2023 Jassem Osseiran stepped down as a director of the Company. The Board would like to thank Jassem for his hard work during his time with the Company.
During April 2023 the Company raised GBP100,000 before expenses through a subscription for an aggregate of 100,000,000 new ordinary shares of 0.01 pence par value each at a price of 0.1 pence per share.
On 16 May 2023 the Company agreed to subscribe for GBP250,000 of Convertible Loan Notes of GBP1 each in GL Membership Limited (trading as Good Life+ "Good Life+").
The Convertible Loan Notes have been secured against the assets of Good Life+ and the funding will assist Good Life's rapid expansion and growth in the subscription model space.
Outlook
The Company has commenced due diligence on GL Membership Limited as it considers the opportunity to acquire the entire issued share capital of Good Life+ by way of a reverse takeover transaction under the AQSE Access Growth Market Rules ("Reverse Takeover").
Should the Convertible Loan Notes convert, the subscription price at conversion is expected to be at a discount to the price per ordinary share to be paid for Good Life+ on completion of a Reverse Takeover.
Good Life+ offers a subscription based monthly membership that gives members access to daily, luxury prize draws whilst simultaneously providing access to thousands of discounts and deals. The membership base has seen significant growth and has more than doubled since November 2022 and now has over 18,000 active members.
Max Deeley
Finance Director
31 October 2023
INCOME STATEMENT AND STATEMENT OF COMPRENSIVE INCOME
Unaudited U naudited Audited Six S ix months ended months ended Year ended Note 31 July 2023 31 July 2022 31 January 2023 GBP GBP GBP Revenue - 55,824 100,977 Administrative expenses 3 (253,283) (511,629) (679,286) ------------- ------------------ --------------- Loss before income tax (253,283) (455,805) (578,309) Income tax - - - Loss for the period a nd total comprehensive loss (253,283) (455,805) (578,309) ============= ================== =============== Earnings per share attributable to equity owners Basic and diluted earnings per share 4 (0.001) (0.001) (0.001) ------------- ------------------ ---------------
STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited As at As at As at 3 1 July 31 July 31 January 2023 2023 2022 Note GBP GBP GBP ASSETS Non-current assets Investments 5 250,000 - - Current assets Other receivables 57,179 97,543 46,086 Cash and cash equivalents 161,138 634,502 527,879 Other assets - - 1,432 ----------- ------------ ---------------- 218,317 732,045 575,397 ----------- ------------ ---------------- Total assets 468,317 732,045 575,397 =========== ============ ================ EQUITY AND LIABILITIES Equity attributable to owners Share capital 6 86,550 76,550 76,550 Share premium 2,577,410 2,487,410 2,487,410 Share based payments reserve 153,142 156,327 157,598 Investment in own shares (56,747) (56,747) (56,747) Retained earnings (2,401,309) (2,029,978) (2,152,482) 359,046 633,562 512,329 Current liabilities Trade and other payables 109,271 98,483 63,068 Total equity and liabilities 468,317 732,405 575,397 =========== ============ ================
STATEMENT OF CHANGES IN EQUITY
Share based payments reserve Share Share Retained Investment in capital premium earnings own shares Total GBP GBP GBP GBP GBP GBP At 1 February 2023 76,550 2,487,410 157,598 (2,152,482) (56,747) 512,329 Total comprehensive loss for the period - - - (253,283) - (253,283) Shares issued in period 10,000 90,000 - - - 100,000 Forfeiture of share options - - (4,456) 4,456 - - ----------- At 31 July 2023 86,550 2,577,410 153,142 (2,401,309) (56,747) 359,046 ========= ========== ================= ============ ================= =========== Share based Share Share payments reserve Retained Investment in capital premium earnings own shares Total GBP GBP GBP GBP GBP GBP At 1 February 2022 76,550 2,487,410 155,077 (1,574,173) - 1,144,864 Total comprehensive loss for the period - - - (455,805) - (455,805) Share based payments - - 1,250 - - 1,250 Shares owned by Employee Benefit Trust - - - (56,747) (56,747) ----------------- At 31 July 2022 76,550 2,487,410 156,327 (2,029,978) (56,747) 633,562 ========= ========== ================ ============ ================= ============ Share based Share Share payments reserve Retained Investment in
capital premium earnings own shares Total GBP GBP GBP GBP GBP GBP At 1 February 2022 76,550 2,487,410 155,077 (1,574,173) - 1,144,864 Total comprehensive loss for the period - - - (578,309) - (578,309) Share based payments - - 2,521 - - 2,521 Shares owned by Employee Benefit Trust - - - - (56,747) (56,747) ----------------- At 31 January 2023 76,550 2,487,410 157,598 (2,152,482) (56,747) 512,329 ========= ========== ================ ============ ================= ============
STATEMENT OF CASH FLOWS
Unaudited Unaudited Audited Six months Year ended S ix months ended ended 31 July 31 July 31 January 2023 2022 2023 GBP GBP GBP Cash flows from operating activities Loss before income tax (253,283) (455,805) (578,309) Adjustments: Share based payments - 1,250 2,521 Fair value loss on other assets - - 32,649 Movement in working capital Decrease/(Increase) in receivables (9,661) 10,079 61,536 Increase/(Decrease) in payables 46,203 (192,693) (228,108) ---------- ------------------ ---------- Net cash flow from operating activities (216,741) (637,169) (709,711) ---------- ------------------ ---------- Cash flows from investing activities Purchase of other assets - - (34,081) Purchase of investments (250,000) - - Purchase of own shares - (56,747) (56,747) N et cash flows from investing activities (250,000) (56,747) (90,828) ---------- ------------------ ---------- Cash flows from financing activities Issue of ordinary shares 6 100,000 - - Net cash flows from financing activities 100,000 - - ---------- ------------------ ---------- Net decrease in cash and cash equivalents (366,741) (693,916) (800,539) Cash and cash equivalents at beginning of period 527,879 1,328,418 1,328,418 Cash and cash equivalents at end of period 161,138 634,502 527,879 ========== ================== ==========
The accounting policies and notes form an integral part of these financial statements.
NOTES TO THE FINANCIAL INFORMATION
For the six months ended 31 July 2023
1. Basis of preparation
The interim financial information has been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs), as adopted by the UK.
The accounts have been prepared in accordance with accounting policies that are consistent with the Annual Report and Accounts for the year ended 31 January 2023.
The unaudited results for the six months ended 31 July 2023 do not constitute statutory accounts for that period under 435 of the Companies Act 2006 and have not been reviewed by the Company's auditor
. Statutory accounts for the year ended 31 January 2023 have been delivered to the Registrar of Companies.
The auditors' report on the accounts for 31 January 2023 was unqualified but was modified to include a material uncertainty related to going concern. It did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
2. Changes in significant accounting policies
The accounting policies applied in these interim financial statements are the same as those applied in the financial statements as at and for the year ended 31 January 2023.
3. Operating expenses by nature Unaudited Unaudited Audited Six months Six months Year ended ended ended 31 July 31 July 31 January 2023 2022 2023 Directors' Remuneration 79,134 125,563 191,066 Salaries - - 8,000 Professional fees 166,928 157,090 234,696 Esports team costs - 157,727 179,488 Share based payments - 1,250 2,521 Fair value adjustment - 32,649 Sundry expenses 7,221 69,999 30,866 253,283 511,629 679,286 ----------- ------------ ---------- 4. Earnings per share
The basic earnings per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue.
The loss attributable to equity holders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. The weighted average number of shares excludes shares held by an Employee Benefit Trust and has been adjusted for the issue/purchase of shares during the period.
Unaudited Unaudited Audited Six months Six months year ended ended ended 31 July 31 July 2023 2022 31 January 2023 GBP GBP GBP Loss for the year / period attributable to equity holders (GBP) (253,283) (455,805) (578,309) Weighted average number of shares in issue 467,433,502 387,637,922 415,499,800 Basic and diluted earnings per share (GBP) (0.001) (0.001) (0.001) ============ ============ =============== 5. Investments
In the period, the Company made an investment of GBP250,000 in convertible loan notes ("CLNs") of GBP1 each in GL Membership Limited (trading as "Good Life+").
The CLN has been secured against the assets of Good Life+.
6. Share capital
On 28 April 2023, the Company raised GBP100,000 before expenses through a subscription for an aggregate of 100,000,000 new ordinary shares of 0.01 pence par value at a price of 0.1 pence per share.
The issued share capital as at 31 July 2023 was 515,499,800 of 0.01 pence each ordinary shares (31 July 2022: 415,499,800; 31 January 2023: 415,499,800) and 35,000 of GBP1.00 each redeemable deferred shares (31 July 2022: 35,000; 31 January 2023: 35,000).
The ordinary shares have full voting, dividend and capital distribution (including on winding up) rights.
The redeemable deferred shares hold no voting rights or rights to receive dividends.
In March 2022 an Employee Benefit Trust established by the Company acquired 41,000,000 Ordinary Shares and 12,587 Redeemable Preference Shares. This has been included as part of Other Reserves within equity.
7. Share based payments
On 26 April 2021, the Company granted options over 12,464,994 ordinary shares at an exercise price of GBP0.031 and a vesting period of 2 to 4 years. One of the directors left the company on 6 December 2021, resulting in 8,309,996 options lapsing, with one of the other directors leaving on 22 March 2023 resulting in the remaining 4,154,998 options lapsing. At 31 July 2023, there are no options outstanding.
The charge for share based payments in the six months ended 31 July 2023 was GBPnil (31 July 2022: GBP1,250; 31 January 2022: GBP2,521).
58,000,000 warrants were outstanding at 31 July 2023 (31 January 2023: 58,000,000; 31 July 2022: 58,000,000) with a weighted average exercise price of GBP0.007 per share and a weighted average remaining life of 2.38 years.
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(END) Dow Jones Newswires
October 31, 2023 05:23 ET (09:23 GMT)
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