Boston International Holdings PLC Final Results (0627L)

TIDMBIH

RNS Number : 0627L

Boston International Holdings PLC

17 April 2018

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or "the Company")

Final Results

Boston International Holdings plc, a special purpose acquisition company (SPAC) formed to undertake one or more acquisitions of target companies or businesses in the FX sector, announces its Final Results for the year ended 31 December 2017.

Enquiries:

Boston International Holdings plc

Borden James

Tel: [phone]

Cairn Financial Advisers LLP

Jo Turner / David Coffman

Tel: [phone]

CHAIRMAN'S REPORT

I have pleasure in presenting the financial statements of Boston International Holdings Plc (the "Company") for the year ended 31 December 2017.

During the financial year, the Company reported a net loss before taxation of GBP472,150 (0.006p.per share). There was no revenue in the period. The loss reflects the operating of the company. As at 31 December 2017, the Company had cash at bank of GBP811,300.

The Board actively reviewed a number of potential acquisition opportunities across the sector and on 22(nd) August 2017 the Company's shares were suspended as the Company announced that it had entered into a non-binding letter of intent with Cornhill FX Holdings Limited ("CFXH"), a private limited company incorporated in England and Wales, in connection with the potential purchase of the entire issued share capital of that company.

As at the date of this report, the due diligence in respect of the proposed acquisition is at an advanced stage and the Directors are optimistic that the acquisition will conclude during Q2 of 2018. However completion is subject to reaching a binding agreement with the shareholders of CFXH and approval by the UKLA of re-admission to the main market of the London Stock Exchange.

The Board looks forward to providing further updates to shareholders in due course.

W Borden James

Chairman

STRATEGIC REPORT

The Directors present their strategic report with the financial statements of the Company for the year ended 31 December 2017.

review of developments and future prospects

The Company was formed to undertake an acquisition of a target company or business in the foreign exchange (FX) sector.

There is no specific expected target value for the acquisition and the Company expects that any funds not used for the acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.

The Board actively reviewed a number of potential acquisition opportunities across the sector and on 22(nd) August 2017 the Company's shares were suspended as the Company announced that it had entered into a non-binding letter of intent with Cornhill FX Holdings Limited ("CFXH"), a private limited company incorporated in England and Wales, in connection with the potential purchase of the entire issued share capital of that company.

As at the date of this report, the due diligence in respect of the proposed acquisition is at an advanced stage and the Directors are optimistic that the acquisition will conclude during Q2 of 2018. However completion is subject to reaching a binding agreement with the shareholders of CFXH and approval by the UKLA of re-admission to the main market of the London Stock Exchange.

Assuming completion of this acquisition, the objective of the company will be to operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the acquisition.

The Company's financial performance for the period reflected market conditions. The company loss after taxation for the year to 31 December 2017 amounted to GBP472,150 (2016: GBP183,622). No dividends were paid during the year and none are proposed. A review of the activity of the business and future prospects is contained in the Chairman's Statement which accompanies these financial statements.

KEY PERFORMANCE INDICATORS

The key indicator of performance for the Company is its success in identifying, acquiring, developing and divesting investments in projects so as to create shareholder value.

Control of bank and cash balances is a priority for the Company and these are budgeted and monitored closely to ensure that it maintains adequate liquid resources to meet financial commitments as they arise.

At this stage in its development, quantitative key performance indicators are not an effective way to measure the Company's performance.

However, a qualitative summary of performance in the year is included in the Chairman's Statement.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash ow interest rate risk. 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)    Currency risk 

The Company does not operate internationally and its exposure to foreign exchange risk is limited to the transactions and balances that are denominated in currencies other than Pounds Sterling.

   b)    Credit risk 

The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.

   c)    Liquidity risk 

Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate amount of committed credit facilities. The Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 2).

   d)    Cash flow interest rate risk 

The Company has no significant interest-bearing liabilities and assets. The Company monitors the interest rate on its interest bearing assets closely to ensure favourable rates are secured.

   e)    Capital risk management 

The Company manages its capital to ensure that entities within the Company will be able to continue individually as going concerns, while maximising the return to Shareholders through the optimisation of debt and equity balances. The Company manages its capital structure and makes adjustments to it, in the light of changes in economic conditions. To maintain or adjust its capital structure, the Company may adjust or issue new shares or raise debt. No changes were made in the objectives, policies or processes during the year ended 31 December 2017.

The Company does not hold any collateral as security.

On behalf of the board

W Borden James

Chairman

16 April 2018

DIRECTORS' REPORT

The Directors present their report together with the audited financial statements, for the year ended 31 December 2017.

The Company was incorporated on 17 November 2015 as a private company limited by shares in England and Wales.

Its issued share capital, consisting of Ordinary Shares was admitted to trading on the London Stock Exchange's main market for listed securities on 12 October 2016.

The Company issued an additional 1,000,000 ordinary shares of 1p at a price of 5 pence per share on 2 May 2017, with trading in the shares commencing on 11 May 2017.

On 22(nd) August 2017 the Company announced that it had entered into a non-binding letter of intent in respect of the proposed acquisition of Cornhill FX Holdings Limited ("CFXH"). Consequently the shares were suspended in accordance with Listing Rule 5.6.

As at the date of this report, the due diligence in respect of the proposed acquisition is at an advanced stage and the Directors are optimistic that the acquisition will conclude during Q2 of 2018. However completion is subject to reaching a binding agreement with the shareholders of CFXH and approval by the UKLA of re-admission to the main market of the London Stock Exchange.

Results and dividends

The results for the year are set out in the Statement of Comprehensive Income. The Directors do not recommend the payment of a dividend on the ordinary shares.

Company objective

The Company has been formed to undertake an acquisition of a target company or business in the FX Industry.

There is no specific expected target value for the acquisition and the Company expects that any funds not used for the acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.

Following completion of an acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the acquisition. Following an acquisition, the Company intends to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange's main market for listed securities.

The Company's business risk

An explanation of the Company's financial risk management objectives, policies and strategies is set out in the Strategic report and note 11.

Key events

The Company issued an additional 1,000,000 ordinary shares of 1p at a price of 5 pence per share on 2 May 2017, with trading in the shares commencing on 11 May 2017.

On 22(nd) August 2017 the Company announced that it had entered into a non-binding letter of intent in respect of the proposed acquisition of Cornhill FX Holdings Limited ("CFXH"). Consequently the shares were suspended in accordance with Listing Rule 5.6. As at the date of this report, the due diligence in respect of the proposed acquisition is at an advanced stage and the Directors are optimistic that the acquisition will conclude during Q2 of 2018. However completion is subject to reaching a binding agreement with the shareholders of CFXH and approval by the UKLA of re-admission to the main market of the London Stock Exchange.

At the year end the Company has cash of approximately GBP0.8 million and continues to keep administrative costs to a minimum so that the majority offunds can be dedicated to the review of and potentially investment in, suitable acquisitions.

Directors

The Directors of the Company during the year were:

W Borden James

Richard Hartheimer

Norman Connell

Substantial shareholders

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 27(TH) March 2018.

 
 Shareholder                            Shareholding        % 
------------------------------------   -------------  ------- 
 Digger International Group PLTD           7,500,000   24.49% 
 Boston Merchant (HK) Limited              6,571,428   21.46% 
 Boston Merchant Financial PLTD            5,100,000   16.66% 
 Stephen Gibson                            3,000,000    9.80% 
 SCA LTD                                   2,000,000    6.53% 
 David Bailey                              1,000,000    3.27% 
 

Capital and returns management

The Directors believe that, following an acquisition, further equity capital raisings may be required by the Company for working capital purposes as the Company pursues its objectives. The amount of any such additional equity to be raised, which could be substantial, will depend on the nature of the acquisition opportunities which arise and the form of consideration the Company uses to make the acquisition and cannot be determined at this time.

The Company expects that any returns for Shareholders would derive primarily from capital appreciation of the Ordinary Shares and any dividends paid pursuant to the Company's dividend policy.

Dividend policy

The Company intends to pay dividends on the Ordinary Shares following an acquisition at such times (if any) and in such amounts (if any) as the Board determines appropriate in its absolute discretion. The Company's current intention is to retain any earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws.

Corporate governance

In order to implement its business strategy, the Company has adopted a corporate governance structure whereby the key features of its structure are:-

-- a wholly non-executive board with independent non-executive Directors. The Board is knowledgeable and experienced and has extensive experience of making acquisitions such as the acquisition;

-- consistent with the rules applicable to companies with a Standard Listing, unless required by law or other regulatory process, Shareholder approval is not required in order for the Company to complete the acquisition. The Company will, however, be required to obtain the approval of the Board of Directors, before it may complete the acquisition;

-- the Board is not subject to the provisions of a formal governance code and given its present size do not intend to formally adopt any specific code, but will apply governance the directors consider to be appropriate, having due regard to the principles of governance set out in the UK Corporate Governance Code.

-- until an acquisition is made, the Company will not have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the Board's size, structure and composition and the scale and structure of the Directors' fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance;

-- the Corporate Governance Code recommends the submission of all directors for re-election at annual intervals. None of the Directors will be required to retire by rotation and be submitted for re-election until the first annual general meeting of the Company following the Acquisition; and

-- following an acquisition, the Company may seek to transfer from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company or business it acquires, subject to fulfilling the relevant eligibility criteria at the time. If the Company is successful in obtaining a Premium Listing, further rules will apply to the Company under the Listing Rules and Disclosure and Transparency Rules and the Company will be obliged to comply with the Model Code and to comply or explain any derogation from the UK Corporate Governance Code.

Auditors and disclosure of information

The directors confirm that:

-- there is no relevant audit information of which the Company's statutory auditor is unaware; and

-- each Director has taken all the necessary steps he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's statutory auditor is aware of that information.

Directors' Responsibility Statement

The directors are responsible for preparing the Strategic report, the Directors' Report, Annual report and the statutory financial statements in accordance with applicable law and regulations.

The directors are required to prepare financial statements for the Company in accordance with International Financial Reporting Standards as adopted by the EU (together, "IFRS").

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and applicable law.

International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company's financial position, financial performance and cash flows. This requires the faithful representation of transactions, other events and conditions in accordance with the definitions and recognition criteria for the assets, liabilities, income and expenses set out in the International Accounting Standards Board's "Framework for the Preparation and Presentation of Financial Statements". In virtually all circumstances, a fair representation will be achieved by compliance with all IFRS. Directors are also required to:

   -      select suitable accounting policies and then apply them consistently; 

- present information, including accounting policies, in a manner that provides relevant, reliable, comparableand understandable information; and

- provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time, the financial position of the Companyand enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

They are further responsible for ensuring that the Strategic Report and the Directors' Report and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.

The maintenance and integrity of the Company's website is the responsibility of the Directors; work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website.

Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in Annual Reports may differ from legislation in other jurisdictions.

The Directors are responsible for preparing the Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Financial Reporting Standards (IFRS) as adopted by the European Union.

The Directors confirm,to the best of their knowledge that:

-- the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

-- the financial statements include a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces.

-- the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's performance, business model and strategy.

Provision of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

-- so far as that Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

-- that Director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the Company's auditors in connection with preparing their report and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, RPG Crouch Chapman LLP have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

Events after the reporting date

There are no reportable events as defined by IAS 10 para 21.

This responsibility statement was approved by the Board of Directors on 16 April 2018 and is signed on its behalf by:

W Borden James

Director

16 April 2018

DIRECTORS' REMUNERATION REPORT

This Remuneration Report sets out the Company's policy on the remuneration of Directors together with details of Directors' remuneration packages and service contracts for the year ended 31 December 2017.

The first part is the Annual Remuneration Report which details remuneration awarded to Directors during the year. The Annual Remuneration Report will be proposed as an ordinary resolution to shareholders at the forthcoming Annual General Meeting, the date of which will be notified to shareholders in due course.

The second part is the Remuneration Policy Report which details the remuneration policy for Directors. This policy will be subject to a binding vote by shareholders at the forthcoming Annual General Meeting and if approved will apply until the completion of an acquisition. The policy is very much in line with the existing policy set out in the prospectus dated 7 October 2016.

Until an acquisition is made, the Company will not have a separate remuneration committee. The Board as a whole will review the scale and structure of the Directors' fees, taking into account the interests of shareholders and the performance of the Company and Directors. Following the completion of an acquisition, the Board intends to put in place a remuneration committee.

The Company maintains contact with its shareholders about remuneration in the same way as other matters and, as required by Section 439 of the Companies Act 2006, this remuneration report will be put to an advisory vote of the Company's shareholders at the forthcoming Annual General Meeting.

Annual Remuneration Report

Directors' emoluments (audited)

 
                           Total 
                       fees paid   In advance   Bonuses   Benefits   Pension       Total        Total 
                            2017         2017      2017       2017      2017        2017         2016 
                     -----------  -----------  --------  ---------  --------  ----------  ----------- 
 W Borden James        GBP36,000            -         -          -         -   GBP36,000    GBP21,000 
 Richard Hartheimer    GBP25,000            -         -          -         -   GBP25,000    GBP12,500 
 Norman Connell        GBP25,000            -         -          -         -   GBP25,000    GBP12,500 
 Total                 GBP86,000            -         -          -         -   GBP86,000    GBP46,000 
 

W Borden James, Richard Hartheimer and Norman Connell were appointed as Directors of the Company on 1st July 2016.

Each of the Directors' appointments shall be for an initial term commencing on the date hereof and ending on completion of the acquisition by the Company.

As the Company is non-operational, all the Directors are non-executive.

Payments to past Directors

No payments were made to past Directors in the year ended 31 December 2017.

Payments for loss of office

No payments for loss of office were made in the year ended 31 December 2017.

Directors' interests

The table below sets out the interests of the Directors in the Company's shares at 31 December 2017.

 
 Current Directors         Ordinary shares       % 
--------------------   -------------------  ------ 
 W Borden James                  6,571,428   21.46 
 Richard Hartheimer                      -       - 
 Norman Connell                          -       - 
---------------------  -------------------  ------ 
 

Since the year end there have been no changes to the interests of the Directors in the Company's shares.

Remuneration of the non-executive Chairman

 
                                                         2017     2016 
                                                          GBP      GBP 
---------------------------------------------------  --------  ------- 
 W Borden James 
 Salaries and fees                                     36,000   21,000 
---------------------------------------------------  --------  ------- 
                                                          71%      - % 
 Annual bonus pay-out against maximum opportunity                    - 
 Long-term incentive vesting rates against maximum 
  opportunity                                                        - 
---------------------------------------------------  --------  ------- 
 

The Company does not have a chief executive so the table includes the equivalent information for the non-executive Chairman.

Percentage change in remuneration of Director undertaking role of Chairman

The 2016 salaries and fees were for the period from 1(st) July 2016 to 31(st) December 2016 consequently there are no comparatives for 2016.

Statement of implementation of Remuneration Policy in the following year

If the policy is approved at the Annual General Meeting, it is intended that the Remuneration Policy takes effect immediately after the date of approval. The vote on the Remuneration Policy is binding in nature. The Company may not then make a remuneration payment or payment for loss of office to a person who is, is to be, or has been a Director of the Company unless that payment is consistent with the approved remuneration policy or has otherwise been approved by a resolution of members.

Consideration by the Directors of matters relating to Directors' remuneration

The Board considered the Directors' remuneration in the year ended 31 December 2017. No increases were awarded and no external advice was taken in reaching this decision.

Remuneration Policy Report

The Remuneration Policy is the Company's policy on Directors' remuneration, which will be proposed for a binding vote at the forthcoming Annual General Meeting. If approved it is intended that the policy will take effect immediately after the date of approval.

In setting the policy, the Board has taken the following into account:

-- The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership and management of the Company;

-- The Company's general aim of seeking to reward all employees fairly according to the nature of their role and their performance;

   --      Remuneration packages offered by similar companies within the same sector; 

-- The need to align the interests of shareholders as a whole with the long-term growth of the Company; and

-- The need to be flexible and adjust with operational changes throughout the term of this policy.

Remuneration scenario for Directors

As there is no element of remuneration for performance, the Directors will receive their fixed fees in accordance with the letters of appointment dated 1 July 2016.

Approach to recruitment remuneration

All appointments to the Board are made on merit. The components of a new Director's remuneration package (who is recruited within the life of the approved remuneration policy) would comprise base salary as outlined above and the approach to such appointments are detailed within the Future Policy Table above. The Company will pay such levels of remuneration to new directors that would enable the Company to attract appropriately skilled and experienced individuals that are not in the opinion of the remuneration committee excessive.

Service contracts

The non-executive Directors are contracted under letters of appointment with the Company and do not have a contract of employment with the Company. None of the Directors are entitled to receive compensation for loss of office, they are all appointed on rolling one year contracts which are subject to termination on three months' notice on either side and are subject to annual re-election in accordance with the Company's Articles of Association. The letters of appointment are kept at the Company's registered office.

Policy on payment for loss of office

Termination payments will be calculated in accordance with the existing letters of appointment. It is the policy of the Company to appoint Directors without extended terms of notice which could give rise to extraordinary termination payments.

Consideration of shareholders' views

No shareholder views have been taken into account when formulating this policy. In accordance with the new regulations, an ordinary resolution for approval of this policy will be put to shareholders at the forthcoming Annual General Meeting.

This report was approved by the Board on 16 April 2018 and signed on its behalf by

W Borden James

Director

INDEPENT AUDITOR'S REPORT TO THE MEMBERS

Opinion

We have audited the financial statements of Boston International Holdings Plc for the year ended 31 December 2017 which comprise the Company Statement of Financial Position, the Company Statement of Comprehensive Income, the Company Cash Flow Statement, the Company Statement of Changes in Equity and the related notes, 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 andthe provisions of the Companies Act 2006.

In our opinion:

-- the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2017;

-- the company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; and

-- the financial statements 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)) andapplicable law. Our responsibilities under those standards are further described in the Auditors'responsibilities for the audit of the financial statements section of our report. We are independent ofthe Company in accordance with the ethical requirements that are relevant to our audit of the financialstatements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, andwe have fulfilled our other ethical responsibilities in accordance with these requirements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

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 goingconcern 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

We summarise below the risks of material misstatement that had the greatest effect on our audit (in decreasing order of audit significance), our key audit procedures to address those risks and our findings from those procedures in order that the Company's members as a body may better understand the process by which we arrived at the audit opinion. Our findings are based on procedures undertaken in the context of and solely for the purpose of our statutory audit opinion on the Company Financial Statements as a whole and consequently are incidental to that opinion and we do not express discrete opinions on separate elements of the Company Financial Statements.

 
 Risk                         Our response to the               Key observations communicated 
                               risk                              to the Board (in lieu 
                                                                 of Audit Committee) 
 The going concern            We discussed the current          Our observations included 
  status of the Company        status of the acquisition         outlining the discussions 
  is considered to be          with the directors                held with management, 
  a risk area due to           and gained an understanding       the key judgments involved 
  the purpose of its           of projected future               and our understanding 
  existence being to           events and timelines.             of the most recent Prospectus 
  make an acquisition          We considered the adequacy        information of the potential 
  in the foreign exchange      of management's disclosures       acquisition. 
  sector and therefore         in the financial statements 
  the uncertainty existing     in respect of the acquisition, 
  until this has completed.    taking into account 
                               the existing commercial 
                               sensitivities. 
 
                               We also considered 
                               the level of cash in 
                               the Company in relation 
                               to level of recurring 
                               overheads in the company, 
                               and the Company's exposure 
                               to costs in case the 
                               proposed acquisition 
                               became abortive. 
                             --------------------------------  ------------------------------- 
 Completeness of accruals     We reviewed the legal             Our observations included 
  and provisions for           & professional invoices           an outline of the range 
  legal fees in the            posted in the post                of audit procedures performed 
  financial statements.        year end period to                and the results of our 
                               ensure the 2017 accrualsin        testing. 
                               the financial statements 
                               are materially complete. 
                               We also held discussions 
                               with management to 
                               ascertain whether any 
                               disputes exist and 
                               are disclosed adequately 
                               in the financial statements. 
                               We also reviewed statements 
                               of costs at the balance 
                               sheet date received 
                               directly from professional 
                               advisors engaged by 
                               the company. 
                             --------------------------------  ------------------------------- 
 

Our application of materiality

We apply the concept of materiality in planning and performing the audit, in evaluating the effect ofidentified misstatements on the audit and in forming our audit opinion.

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Company to be GBP16.5k, which is 2% of Gross Assets. Gross Assets is considered to be the most appropriate metric on which to base our materiality calculation. The company is a special purpose acquisition company that had not yet made an acquisition during the period since incorporation to the end of the year under review. The funds raised through share issues at a premium drive the Company's ability to acquire a Company in the foreign exchange (FX) sector.

We therefore consider gross assets to be the most relevant performance measure to the stakeholders of the Company.

During the course of our audit, we reassessed initial materiality. There was no change requiredto the final materiality.

An overview of the scope of our audit

Our audit involves applying the calculated materiality, adjusted for our risk assessments of the year end balances and transaction totals for the year, to the audit testing for each section. The Company is a standalone entity in the year under review and therefore this forms the basis for our audit testing. The adequacy of the disclosure of post year end events forms an important part of our work, as this is information used by the readers of the accounts.

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 Auditors' 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 thefinancial 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.

Opinion on other matter 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; and

-- the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

-- the Directors' Report and Strategic report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and 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 company, or returns adequate for our audit have not been received from branches not visited by us; or

-- the company 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 Statement of Directors' Responsibilities, 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 andusing the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so.

Auditors' 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 Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on theFinancial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 ofPart 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state tothe Company's members those matters we are required to state to them in an Auditors' report and forno 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.

Paul Randall BA ACA (Senior Statutory Auditor)

For and on behalf of

RPG Crouch Chapman LLP

Chartered Accountants

Statutory Auditors

62 Wilson Street

London

EC2A 2BU

Date: 16 April 2018

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 31 DECEMBER 2017

 
                                             Notes        2017        2016 
                                                           GBP         GBP 
------------------------------------------  ------  ----------  ---------- 
 
 Reverse take-over costs                             (149,755)           - 
 Listing expenses                                            -    (19,272) 
 Other operating expenses                        4   (324,291)   (164,350) 
------------------------------------------  ------  ----------  ---------- 
 OPERATING LOSS BEFORE TAXATION                      (474,046)   (183,622) 
 Finance Income- bank interest                           1,896 
 Income tax expense                              5           -           - 
------------------------------------------  ------  ----------  ---------- 
 LOSS FOR THE PERIOD ATTRIBUTABLE TO 
  EQUITY HOLDERS OF THE COMPANY                      (472,150)   (183,622) 
 OTHER COMPREHENSIVE INCOME 
 Other comprehensive income                                  -           - 
 TOTAL COMPREHENSIVE INCOME /(LOSS) FOR 
  THE PERIOD                                         (472,150)   (183,622) 
 Basic and diluted loss per share (pence)        7     (0.016)     (0.006) 
==========================================  ======  ==========  ========== 
 

The notes to the financial statements form an integral part of these financial statements.

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2017

 
                                                          2017        2016 
---------------------------------------     ------  ----------  ---------- 
                                             Notes         GBP         GBP 
---------------------------------------     ------  ----------  ---------- 
 
 CURRENT ASSETS 
 Other receivables                               6      15,654      10,513 
 Cash and cash equivalents                             811,300   1,211,344 
------------------------------------------  ------  ----------  ---------- 
 TOTAL CURRENT ASSETS                                  826,954   1,221,857 
 
 CURRENT LIABILITIES 
 Other payables                                       (98,225)    (30,978) 
------------------------------------------  ------  ----------  ---------- 
 TOTAL CURRENT LIABILITIES                            (98,225)    (30,978) 
 
 NET ASSETS                                            728,729   1,190,879 
==========================================  ======  ==========  ========== 
 
    EQUITY ATTRIBUTABLE TO EQUITY HOLDERS 
                           OF THE COMPANY 
 Share capital                                   8     306,209     296,209 
 Share premium                                       1,078,292   1,078,292 
 Retained earnings                                   (655,772)   (183,622) 
------------------------------------------  ------  ----------  ---------- 
 TOTAL EQUITY                                          728,729   1,190,879 
==========================================  ======  ==========  ========== 
 
 

The financial statements of Boston International HoldingsPlc for the year ended 31 December 2017 were authorised for issue by the Company's Board of Directors on 16 April 2018.

The accompanying notes are an integral part of these financial statements.

W Borden James

Director

STATEMENT OF CASH FLOW

FOR THE YEARED 31 DECEMBER 2017

 
                                                     2017        2016 
                                                      GBP         GBP 
--------------------------------------------   ----------  ---------- 
 Cash flow from operating activities 
 Loss before tax                                (472,150)   (183,622) 
 
 Changes in working capital 
 Other receivables                                (5,141)    (10,513) 
 Other payables                                    67,246      30,978 
---------------------------------------------  ----------  ---------- 
 Net cash outflow from operating activities     (410,044)   (163,157) 
 
 Cash flow from financing activities 
 Proceeds from issue of share                      10,000   1,374,501 
---------------------------------------------  ----------  ---------- 
 Net cash inflow from financing activities         10,000   1,374,501 
 
 Net increase in cash and cash equivalents      (400,044)   1,211,344 
 Cash and cash equivalents at beginning         1,211,344           - 
  of period 
 Cash and cash equivalents at end of 
  period                                          811,300   1,211,344 
=============================================  ==========  ========== 
 

The accompanying notes are an integral part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 DECEMBER 2017

 
                               Share   Share Premium      Profit       Total 
                             Capital                    and Loss      Equity 
                                                         account 
                                 GBP             GBP         GBP         GBP 
-----------------------    ---------  --------------  ----------  ---------- 
 
 Issue of shares             296,209       1,078,292           -   1,374,501 
 Loss for the period 
  after tax                        -               -   (183,622)   (183,622) 
-------------------------  ---------  --------------  ----------  ---------- 
 At 31st December 2016       296,209       1,078,292   (183,622)   1,190,879 
=========================  =========  ==============  ==========  ========== 
 
 
 Issue of shares                         10,000      40,000           -      50,000 
 Expenses charged to Share Premium 
  Account                                          (40,000)           -    (40,000) 
 Loss for the period after tax                                (472,150)   (472,150) 
-------------------------------------  --------  ----------  ----------  ---------- 
 At 31st December 2017                  306,209   1,078,292   (655,772)     728,729 
=====================================  ========  ==========  ==========  ========== 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARED 31 DECEMBER 2017

   1.    GENERAL INFORMATION 

The Company was incorporated on 17 November 2015 in accordance with the laws of England and Wales as a private company limited by shares and re-registered as a public limited company on 14 June 2016.

The Company's Ordinary shares commenced trading on the main market of the London Stock Exchange on 12(th) October 2016.

The Company's nature of operations is to act as a special purpose acquisition company.

   2.    ACCOUNTING POLICIES 

The Board has reviewed the accounting policies set out below and considers them to be the most appropriate to the Company's business activities.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use by the European Union and IFRIC interpretations applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.

The financial information of the Company is presented in British Pound Sterling ("GBP").

Standards and interpretations issued but not yet applied

At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.

Comparative figures

The comparative figures shown for 2016 cover the period from incorporation on 17 November 2015 to 31 December 2016.

Going concern

This financial statement has been prepared on a going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future

Cash and cash equivalents

The Company considers any cash on short-term deposits and other short term investments to be cash equivalents.

Taxation

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in otherperiods 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 balance sheet date.

Deferred income tax is provided for using the liability method on temporary timing differences at the balance sheetdate between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets arerecognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to theextent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised.

The carrying amount of deferred income tax assets is assessed at each balance sheet date 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 deferred income taxasset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to berecovered.

Financial instruments

Financial assets and financial liabilities are recognised on the statement of financial position when the company becomes a party to the contractual provisions of the instrument.

Financial assets

Financial assets within the scope of IAS 39 are classified as either:

   i)     financial assets at fair value through profit or loss 
   ii)     loans and receivables 
   iii)    held-to-maturity investments 
   iv)    available-for-sale financial assets 

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.

As at the balance sheet date, the company did not have any financial assets at fair value through profit or loss, and in the categories of held-to-maturity investments and available-for-sale financial assets.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities measured at amortised costs.

Financial liabilities are classified as at fair value through comprehensive income statement if the financial liability is either held for trading or it is designated as such upon initial recognition.

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.

Operating segments

As the company has not completed an acquisition there is no activity to report.

   3.    CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.

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 the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company's nature of operations is to act as a special purpose acquisition Company. This significantly reduces the level of estimates and assumptions required.

   4.    LOSS BEFORE TAXATION 

The loss before income tax is stated after charging:

 
                                                                    2017        2016 
                                                                     GBP         GBP 
 Auditors' remuneration: 
 Fees payable to the Company's auditor for the 
  audit of the Company's annual accounts                          12,000      10,000 
            Fees payable to the Company's former auditor: 
             - for other services: 
             - preparation of report in connection with the        4,404       4,114 
             admission of the Company's shares on the London 
             Stock Exchange                                       52,500       7,500 
-------------------------------------------------------------  ---------  ---------- 
 
   5.    INCOME TAX EXPENSE 

The Company is regarded as resident for the tax purposes in the United Kingdom.

No tax is applicable to the Company for the period ended 31 December 2017. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

   6.    OTHER RECEIVABLES 
 
                  2017     2016 
                   GBP      GBP 
-------------  -------  ------- 
 Prepayments    15,564   10,513 
-------------  -------  ------- 
 
   7.    LOSS PER SHARE 

Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There are currently no dilutive potential ordinary shares.

 
 Loss per share attributable                         2017                2016 
  to ordinary shares 
 Earnings                             GBP      ( 472,150)          ( 183,622) 
                                     -------  -----------  ------------------ 
 Weighted average number of shares    Unit     30,262,044          29,620,948 
                                     -------  -----------  ------------------ 
 Per share amount                     Pence     ( 0.0156)            (0.0062) 
                                     -------  -----------  ------------------ 
 

SHARE CAPITAL

 
                                                                           Shares         GBP 
-------------------------------------------    ------------------   -------------  ---------- 
 Issued, called up and fully paid Ordinary 
  shares of GBP0.01 each 
 
 Share issue                                    18th May 2016            6,571,428      65,714 
 Share issue                                    6th October 2016        23,049,520     230,495 
 Share issue                                    2nd May 2017             1,000,000      10,000 
 
 Issued, called up and fully paid Ordinary 
  shares of GBP0.01 each at 31 December 
  2017                                                                 30,620,948     306,209 
=================================================================   =============  ========== 
 

Share issues

On 17th November 2015 (date of incorporation), one share was issued at GBP1 each. On 18 May 2016, the Founder invested GBP230,000 by subscribing for 6,571,328 Ordinary Shares at 3.5 pence per Ordinary Share. On 6 October 2016, the Company closed a private placing raising approximately GBP1,152,476 through the issue of 23,049,520 Ordinary Shares to the Places at a price of 5 pence per Ordinary Share.On 2(nd) May 2017, the Company closed a private placing raising approximately GBP50,000 through the issue of 1,000,000 Ordinary Shares to the Places at a price of 5 pence per Ordinary Share.

   8.    DIRECTORS REMUNERATION 

Directors remuneration (audited):

 
                           Total   In advance 
                       fees paid                  Bonus       Benefits     Pension       Total       Total 
                            2017         2017      2017         2017          2017        2017        2016 
                     -----------  -----------  --------  -----------  ------------  ----------  ---------- 
 W Borden James        GBP36,000            -         -            -             -   GBP36,000   GBP21,000 
 Richard Hartheimer    GBP25,000            -         -            -             -   GBP25,000   GBP12,500 
 Norman Connell        GBP25,000            -         -            -             -   GBP25,000   GBP12,500 
 Total                 GBP86,000            -         -            -             -   GBP86,000   GBP46,000 
 
 

The Directors were appointed for an initial term commencing on 1st July 2016 and ending on completion of the acquisition by the Company of an operating company or business, at which time each Director shall retire from office and offer himself for re-appointment by the members.

During the year to 31 December 2017 there were no staff costs, as no staff were employed by the Company, other than the Directors fees.

   9.    CAPITAL MANAGEMENT POLICY 

The Company's 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. The capital structure of the Company consists of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.

10. FINANCIAL RISK MANAGEMENT

The Company uses a limited number of financial instruments, comprising cash, short-term deposits, bank loans and overdrafts and various items such as trade receivables and payables, which arise directly from operations. The Company does not trade in financial instruments.

Financial risk factors

The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash ow interest rate risk. 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) Currency risk

The Company does not operate internationally and its exposure to foreign exchange risk is limited to the transactions and balances that are denominated in currencies other than Pounds Sterling.

b) Credit risk

The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.

c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate amount of committed credit facilities. The Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 2).

d) Cash flow interest rate risk

The Company has no significant interest-bearing liabilities and assets. The Company monitors the interest rate on its interest bearing assets closely to ensure favourable rates are secured.

Fair values

Management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

11. FINANCIAL INSTRUMENTS

The Company's principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payables. The Company's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in Note 2. The Company does not use financial instruments for speculative purposes.

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

 
                                                     2017        2016 
 Financial assets                                     GBP         GBP 
---------------------------------------------  ----------  ---------- 
 
 Loans and receivables 
 Other receivables                                 15,654      10,513 
 Cash and cash equivalents                        811,300   1,211,344 
---------------------------------------------  ----------  ---------- 
 Total financial assets                           826,954   1,221,857 
---------------------------------------------  ----------  ---------- 
 
 Financial liabilities measured at amortised 
  cost 
---------------------------------------------  ----------  ---------- 
 
 Other payables                                    98,225      30,978 
 Total financial liabilities                       98,225      30,978 
---------------------------------------------  ----------  ---------- 
 

There are no financial assets that are either past due or impaired.

12. PENSION COMMITMENT

The Company has no pension commitments at the end of the period.

13. OPERATING LEASES

During the period the company did not enter into any operating leases.

14. RELATED PARTY TRANSACTIONS

Key management are considered to be the directors and the key management personnel compensation has been disclosed in note 8.

During the period the Company did not enter into any material transactions with related parties. As at the balance sheet date the amounts due to the directors was GBPnil.

15. CONTROL

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 27(th) March 2018.

 
 Shareholder                           Shareholding        % 
-----------------------------------   -------------  ------- 
 Digger International Group PLTD          7,500,000   24.49% 
 Boston Merchant (HK) Limited             6,571,428   21.46% 
 Boston Merchant Financial PLTD           5,100,000   16.66% 
 Stephen Gibson                           3,000,000    9.80% 
 SCA LTD                                  2,000,000    6.53% 
 David Bailey                             1,000,000    3.27% 
----------------------------------    -------------  ------- 
 

16. Events after the reporting date

There are no reportable events as defined by IAS 10 para 21.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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(END) Dow Jones Newswires

April 17, 2018 02:00 ET (06:00 GMT)