Share Name Share Symbol Market Type Share ISIN Share Description
Fandango Holdings Plc LSE:FHP London Ordinary Share GB00BF2P0G38 ORD GBP0.001
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 0.45 0.00 0.00 0.00 0.00 0.00 0.00 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Financial 0.0 -0.1 -0.1 - 1

Fandango Holdings PLC Final Results

24/12/2019 7:00am

UK Regulatory (RNS & others)


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RNS Number : 9027X

Fandango Holdings PLC

24 December 2019

Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment

24 December 2019

Fandango Holdings plc ('Fandango' or 'the Company')

Year End Financial Accounts

Fandango Holdings plc, the investment company focused on the industrial and services sectors, is pleased to provide its financial accounts for the year end 31 August 2019.

STRATEGIC REPORT

Principal activity and fair review of the business

For the year to 31 August 2019, the Company's results include the running costs of the Company and listing fees on the London Stock Exchange standard segment. The Company's shares remain suspended.

Since February 2018 Fandango has made loans to Stranger Holdings PLC which were advanced during the previous accounting period and which attract interest at 10% per month (to 25 May 2018: 5% per month) and are repayable upon the relisting of Stranger Holdings PLC. The amount of the loan outstanding at the year-end was GBP106,550 and the maximum amount outstanding was GBP141,000. At the year-end accrued interest amounted to GBP197,227. The current balance outstanding, at the date of this report, excluding interest is GBP106,550.

The future

The directors continue to investigate a number of opportunities for a suitable investment for the Company and looks forward to updating the market in due course.

Key performance indicators

There are no key performance indicators for this period as the Company has not completed its investment activity.

Principal risks and uncertainties

   i.             Business strategy 

The Company is a relatively new entity with no operating history and has not yet completed the acquisition of a suitable investment.

The Company may be unable to complete a suitable acquisition in a timely manner

   ii.            Liquidity Risk 

The Directors have reviewed the working capital requirements and believe that there is sufficient working capital to fund the business.

Going Concern

As stated in note 2 to the financial statements, the Directors and James Longley, a shareholder, have offered letters of support confirming that they will provide such additional working capital as necessary to enable the Company to meet all of its debts as and when they fall due for a period of at least twelve months from the date of approval of the financial statements. On this basis the Directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

DIRECTORS' REPORT

The directors present their report and the audited financial statements for the year to 31 August 2019.

Results and dividends

The trading results for the period and the Company's financial position at the end of the period are shown in the attached financial statements.

The directors have not recommended a dividend.

Strategic Report

In accordance with section 414C (11) of the Companies Act 2006 the Company chooses to report the review of the business, the future outlook and the risks and uncertainties faced by the Company in the Strategic Report.

Directors

The following directors have held office during the period:

   --     Charles Tatnall 
   --     Tim Cottier 

Share capital

Fandango Holdings Plc is incorporated as a public limited company and is registered in England and Wales with the registered number 10346576. Details of the Company's issued share capital, together with details of movements during the year, are shown in Note 13. The Company has one class of Ordinary shares and all shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital.

Directors' interests

At the date of this report the directors held the following beneficial interest in the ordinary share capital of the Company:

 
 Director           Shareholding   Percentage of the 
                                    Company's Ordinary 
                                    Share Capital 
-----------------  -------------  -------------------- 
 Charles Tatnall    30,001,000     22.39% 
 Tim Cottier        27,501,000     20.52% 
 

22,500,000 of Tim Cottier's holding is held by Bolly Investments Limited, a company incorporated in England and Wales (Company Number 10473027), in which he owns 100% of the issued share capital. The balance is held through Hargreaves Lansdown (Nominees) Limited.

Both Charles Tatnall and Tim Cottier held 12,500,000 warrants each in the Company.

There have been no changes in the directors' interests in the Company during the year, or to the date of this report.

Substantial Interests

The Company has been informed of the following shareholdings that represent 3% or more of the issued Ordinary Shares of the Company as at 19 December 2019:

 
 Shareholder                            Shareholding   Percentage of 
                                                               total 
 JIM Nominees Limited                     38,000,000          28.36% 
 Charles Tatnall                          30,001,000          22.39% 
 Tim Cottier (held through 
  Bolly Investments Limited 
  and Hargreaves (Nominees Lansdown) 
  Limited                                 27,501,000          20.52% 
 Peel Hunt Holdings Limited                7,487,605           5.59% 
 Hargreaves Lansdown (Nominees) 
  Limited                                  5,786,148           4.32% 
 
 Tracey Edwards                            5,000,000           3.73% 
 Redmayne (Nominees) Limited               5,000,000           3.73% 
 

Supplier Payment Policy

It is the Company's payment policy to pay its suppliers in conformance with industry norms. Trade payables are paid in a timely manner within contractual terms, which is generally 30 to 45 days from the date an invoice is received.

Carbon emissions

The Company is currently non-trading with no operating premises or employees other than its Directors, and therefore has minimal carbon emissions. Accordingly, it is not practicable to obtain emissions data.

Financial risk and management of capital

The major balances and financial risks to which the Company is exposed to and the controls in place to minimise those risks are disclosed in Note 4.

The Board considers and reviews these risks on a strategic and day-to-day basis in order to minimise any potential exposure.

Financial instruments

The Company has not entered into any financial instruments to hedge against interest rate or exchange rate risk.

Requirements of the Listing Rules

Listing Rule 9.8.4 requires the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures required in relation to Listing Rule 9.8.4

Auditors

Jeffreys Henry LLP were appointed auditors to the Company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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 for use in the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period. In preparing these financial statements, the directors are required to:

   --     select suitable accounting policies and then apply them consistently; 
   --     make judgements and accounting estimates that are reasonable and prudent; 

-- state whether they have been prepared in accordance with IFRS as adopted by the European Union

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company. 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.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.

Statement of disclosure to auditors

Each person who is a Director at the date of approval of this Annual Report confirms that:

-- So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware; and

-- Each Director has taken all the steps that he ought to have taken as Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

   --     Each Director is aware of and concurs with the information included in the Strategic Report. 

Annual General Meeting

Notice of the forthcoming Annual General Meeting of the Company together with resolutions relating to the Company's ordinary business will be given the members separately.

Events after the reporting period

None.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 31 AUGUST 2019

 
 
                                             Year ended   Year ended 
                                         31 August 2019    31 August 
                                                                2018 
                                                GBP'000      GBP'000 
                                Notes 
 
 Continuing operations 
 Investment income               16                 159           39 
 Listing costs                                     (37)         (51) 
 Administrative expenses          5               (189)        (278) 
 Finance cost                                       (7)            - 
 
 Loss before taxation                              (74)        (290) 
 
 Taxation                         7                   -            - 
                                       ----------------  ----------- 
 Loss and comprehensive loss 
  for the period                                   (74)        (290) 
                                       ----------------  ----------- 
 
 
 Basic loss per share             8             (0.06p)      (0.22p) 
 
 
 

Since there is no other comprehensive income, the loss for the period is the same as the total comprehensive income for the period attributable to the owners of the Company.

STATEMENT OF FINANCIAL POSITION

AS AT 31 AUGUST 2019

 
                                                       As at 31 August 
                                                       2019        2018 
 
                                          Notes     GBP'000     GBP'000 
 Assets 
 
 Current assets 
 Trade and other receivables               10           321         204 
 Cash and cash equivalents                 11             -          53 
                                                 ----------  ---------- 
 Total Assets                                           321         257 
 
 
 Equity and liabilities 
 Current liabilities 
 Trade and other payables                  12            59          26 
 Accruals                                  12           113           8 
 
 Total Liabilities                                      172          34 
 
 
 Equity attributable to equity holders 
  of the Company 
 
 Share Capital - Ordinary shares           13           134         134 
 Share Premium                                          579         579 
 Accumulated deficit                       14         (564)       (490) 
 
 Total Equity                                           149         223 
 
 Total Equity and liabilities                           321         257 
                                                 ----------  ---------- 
 
 

STATEMENT OF CASH FLOWS

FOR THE YEARED 31 AUGUST 2019

 
                                                  Year ended   Year ended 
                                                   31 August    31 August 
                                                        2019         2018 
 
                                          Notes      GBP'000      GBP'000 
 
 Cash flows from operating activities 
 Operating loss                                         (74)        (290) 
 Interest receivable                                   (159)         (39) 
 Finance Cost                                              7            - 
 (Increase)/decrease in receivables                        8           29 
 Increase/(decrease) in payables                         133           26 
 
 Cash flow from operating activities                    (85)        (274) 
 
 Cashflows from investing activities 
 Amounts advanced to/repaid by related 
  parties                                                 34        (141) 
                                                          34        (141) 
 
 Cash flows from financing activities 
 Proceeds from borrowing                                  20            - 
 Borrowings repaid                                      (20)            - 
 Finance cost paid                                       (2)            - 
 
 Net cash from/ (used in) financing                      (2)            - 
  activities 
                                                  ----------  ----------- 
 
 Net increase/(decrease) in cash 
  and cash equivalents                                  (53)        (415) 
 Cash and cash equivalents at the 
  beginning of the period                                 53          468 
 
 Cash and cash equivalents at end 
  of period                                                -           53 
                                                  ----------  ----------- 
 
 Represented by: Bank balances and 
  cash                                                     -           53 
                                                  ----------  ----------- 
 
 
 
 
 
 
 
 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 AUGUST 2019

 
 
                      Notes    Share capital      Share   Accumulated     Total 
                                                premium       deficit    equity 
                                     GBP'000    GBP'000       GBP'000   GBP'000 
 
 
 As at 31 August 
  2017                                   134        579         (200)       513 
 
 
 Loss for the year                         -          -         (290)     (290) 
 
 
 As at 31 August 
  2018                                   134        579         (490)       223 
                              --------------  ---------  ------------  -------- 
 
 
 Loss for the year                         -          -          (74)      (74) 
 
 
 As at 31 August 
  2019                                   134        579         (564)       149 
                              ==============  =========  ============  ======== 
 
 
 

Share capital is the amount subscribed for shares at nominal value.

Share premium represents amounts subscribed for share capital in excess of nominal value.

Accumulated deficit represent the cumulative loss of the Company attributable to equity shareholders.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARED 31 AUGUST 2019

   1       General information 

Fandango Holdings PLC ('the Company') is an investment company incorporated and domiciled 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 on 25 August 2016 as a private limited company and re-registered as a public limited company on 8 May 2017.

   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 as well as working capital requirements of the Company.

The Directors and James Longley, a shareholder, have offered letters of support confirming that they will provide such additional working capital as necessary to enable the Company to meet all of its debts as and when they fall due for a period of at least twelve months from the date of approval of the financial statements. On this basis the Directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. 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 1 September 2018 and have not been early adopted. The Directors anticipate 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 
------------  ---------------------------------  ---------------------------------  ---------------------------------- 
 
 IFRS 16       Leases                             Original issue                     Annual periods beginning on or 
                                                                                     after 1 January 2019 
------------  ---------------------------------  ---------------------------------  ---------------------------------- 
 IFRS 9        Financial Instruments              Amendments regarding prepayment    Annual periods beginning on or 
                                                  features with negative             after 1 January 2019 
                                                  compensation and modifications 
                                                  of financial 
                                                  liabilities 
 IFRIC 23      Uncertainty over income tax        Address how to reflect             Annual periods beginning on or 
               treatment                          uncertainty in accounting for      after 1 January 2019 
                                                  income tax 
 IAS 28        Investments in associates          Long term interest in associates   Annual periods beginning on or 
                                                  and joint ventures                 after 1 January 2019 
------------  ---------------------------------  ---------------------------------  ---------------------------------- 
 IAS 19        Employee benefits                  Plan amendment, curtailment or     Annual periods beginning on or 
                                                  settlement                         after 1 January 2019 
------------  ---------------------------------  ---------------------------------  ---------------------------------- 
 IFRS 3        Business Combinations              Definition of a Business           Annual periods beginning on or 
                                                  (Amendments)                       after 1 January 2020 
------------  ---------------------------------  ---------------------------------  ---------------------------------- 
 IAS 1, IAS8   Presentation of financial          Definition of Material             Annual periods beginning on or 
               statements, and Accounting         (Amendments)                       after 1 January 2020 
               policies, changes in accounting 
               estimates 
               & errors 
------------  ---------------------------------  ---------------------------------  ---------------------------------- 
 IFRS 17       Insurance Contracts                Insurance Contracts                Annual periods beginning on or 
                                                                                     after 1 January 2021 
------------  ---------------------------------  ---------------------------------  ---------------------------------- 
 Annual Improvements to IFRS Standards 2015 - 2017 Cycle - Various standards: 
---------------------------------------------------------------------------------------------------------------------- 
 IFRS 3        Business Combinations                                                 Annual periods beginning on or 
                                                                                     after 1 January 2019 
------------  ---------------------------------  ---------------------------------  ---------------------------------- 
 IFRS 11       Joint Arrangements                                                    Annual periods beginning on or 
                                                                                     after 1 January 2019 
------------  ---------------------------------  ---------------------------------  ---------------------------------- 
 

c) Standards, interpretations and amendments to published standards that are not yet effective (continued)

 
 IAS 12   Income taxes        Annual periods beginning on or after 1 January 2019 
-------  ----------------    ---------------------------------------------------- 
 IAS 23   Borrowing costs     Annual periods beginning on or after 1 January 2019 
-------  ----------------    ---------------------------------------------------- 
 

The Directors anticipate that the adoption of these Standards and the Interpretations in future periods will have no material impact on the financial statements of the Company. The Company does not intend to apply any of these pronouncements early.

   2.2    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.

Expected credit losses are calculated 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.

   2.3    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.

   2.4    Taxation 

Income tax expense represents the sum of the tax currently payable and deferred tax.

There is no tax payable as the Company has made a taxable loss for the year. Taxable loss differs from net loss 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 or loss. 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 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.

   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 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 
 
                                              Year ended   Year ended 
                                               31 August    31 August 
                                                    2019         2018 
                                                 GBP'000      GBP'000 
 
 Operating loss is stated after charging: 
 Directors Remuneration                                4           24 
 Directors fees                                       63           66 
 Rent                                                 13           39 
 Consultancy and advisory fees                        48           61 
 Audit fees                                           10           10 
 Irrecoverable VAT                                    24           21 
 Reporting Accountants' fees                           3            3 
 Other administrative expenses                        24           54 
                                             -----------  ----------- 
 Total administrative expenses                       189          278 
                                             -----------  ----------- 
 
 
   6       Personnel 

The average monthly number of employees during both the current and prior period was two directors.

There were no benefits, emoluments or remuneration payable during the period for key management personnel other than the GBP4,000 in salaries and GBP63,000 in fees disclosed in Note 5. The fees paid are also detailed in Note 16 as related party transactions.

   7       Taxation 
 
                                                   Year ended   Year ended 
                                                    31 August    31 August 
                                                         2019         2018 
                                                      GBP'000      GBP'000 
 
 Total current tax                                          -            - 
 
 Factors affecting the tax charge for 
  the period 
 Loss on ordinary activities before taxation             (74)        (290) 
                                                  -----------  ----------- 
 
 Loss on ordinary activities before taxation 
  multiplied by standard rate of UK corporation 
  tax of 19%                                             (14)         (55) 
 Effects of: 
 Non-deductible expenses                                    -            5 
 Tax losses carried forward                                14           50 
                                                  ----------- 
 Current tax charge for the period                          -            - 
                                                  -----------  =========== 
 

No liability to UK corporation tax arose on ordinary activities for the current period.

The Company has estimated excess management expenses of GBP421,040 (2018: GBP347,086) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset at a rate of 17% (2018 - 19%) of approximately GBP71,577 (2018: GBP65,000) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

   8       Earnings per share 
 
                                                Year ended   Period ended 
                                                 31 August      31 August 
                                                      2019           2018 
 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         (GBP74,328)   (GBP290,190) 
  holders of the Company 
 Weighted average number of ordinary shares    134,002,000    134,002,000 
 Weighted average number of ordinary shares 
  on a diluted basis                           159,002,000    159,002,000 
 Basic loss per share                              (0.06p)        (0.22p) 
 
 

Due to the loss in the periods, the effect of the warrants was considered anti-dilutive and hence no diluted loss per share information has been provided

The number of shares on a diluted basis relates to the issue of 25,000,000 warrants to the Directors which confers the right but not the obligation to subscribe in cash for up to 25,000,000 GBP0.01p Ordinary Shares at the subscription price.

   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     Trade and other receivables 
 
                               2019      2018 
                            GBP'000   GBP'000 
 
       Other receivables        304       179 
       Prepayments               17        25 
 
                                321       204 
                           --------  -------- 
 
 

Other receivables consist of an unsecured loan to a related party. Further details are provided in note 16 to the financial statements.

   11     Cash and cash equivalents 
 
                                2019       2018 
                             GBP'000    GBP'000 
 
            Cash at bank            -        53 
 
          -                                  53 
 ----------                            -------- 
 
 
   12     Trade and other payables 
 
                                 2019      2018 
                              GBP'000   GBP'000 
 
            Trade Payables         59        26 
            Accruals              113         8 
                                  172        34 
                             --------  -------- 
 
 
   13     Share capital 
 
 
 For the year end                  31 August 2019   31 August 2018 
 
 Allotted, called up and fully            GBP'000          GBP'000 
  paid 
 
 134,002,000 Ordinary shares 
  of GBP0.001 each                            134              134 
                                  ---------------  --------------- 
                                              134              134 
                                  ---------------  --------------- 
 

During the period the Company had no share transactions.

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.

   14     Accumulated deficit 
 
                         2019      2018 
                      GBP'000   GBP'000 
 
 At start of year       (490)     (200) 
 Loss for the year       (74)     (290) 
 
 At 31 August           (564)     (490) 
                     ========  ======== 
 
 
   15   Contingent liabilities 

The Company has no contingent liabilities in respect of legal claims arising from the ordinary course of business.

   16    Directors salaries, fees and Related parties 

1) Salaries paid to Directors of GBP1,000 per month paid to each of the Directors for the first two months of the year to 31 October 2018 only

 
                                       2019          2018 
 
                 Charles Tatnall   GBP2,000     GBP12,000 
                 Timothy Cottier   GBP2,000     GBP12,000 
 
 
   2)   Consultancy fees paid to Tatbels Limited and Kinloch Corporate Finance Limited 
 
                                                          2019          2018 
 
                 Tatbels Limited                     GBP48,000     GBP51,700 
                 Kinloch Corporate Finance Limited   GBP15,000     GBP15,000 
 
 
 

These amounts are shown net of irrecoverable VAT.

3) As at 31 August 2019, Tatbels Limited was owed accrued fees of GBP46,400 (2018 - GBPNil) and Kinloch Corporation Finance Limited was owed accrued fees of GBP11,400 (2018 - GBPNil).

Tatbels Limited is controlled by Charles Tatnall.

Kinloch Corporate Finance Limited is controlled by Timothy Cottier.

4) The loan to Stranger Holdings PLC was advanced during the previous accounting period and attracts interest at 10% per month (to 25 May 2018: 5% per month) and is repayable upon the relisting of Stranger Holdings PLC. The amount of the loan outstanding at the year-end was GBP106,550 (2018 - GBP141,000) and the maximum amount outstanding was GBP141,000. At the year-end accrued interest amounted to GBP197,227 (2018 - GBP38,721) with a total interest of GBP158,506 (2018 - GBP38,721) charged during the year. The current balance outstanding, at the date of this report, excluding interest is GBP106,550. Charles Tatnall is a director and 20.58% shareholder of Stranger Holdings PLC

5) Papillon Holdings PLC, a company where Charles Tatnall is also a director and a 26.44% shareholder, provided loans to the Company during the year and incurred interest at 5% per month. The maximum amount of the loan outstanding during the year to Papillon was GBP20,100 which was fully repaid at the year end. The amount of accrued interest due to the Company at the year-end was GBP6,930. Also, during the year Papillon Holdings PLC advanced loans to the Company and attracts interest at 5% per month. The amount of the loan outstanding at the year-end was GBP1,715 and the maximum amount outstanding was GBP1,815. The amount of accrued interest due to the Company at the year-end was GBP8.

   17     Capital commitments 

There was no capital expenditure contracted for at the end of the reporting period but not yet incurred.

   18    Ultimate controlling party 

As at 31 August 2019 there is no ultimate controlling party.

   19.   Events after the reporting period 

There were no post balance sheet events requiring disclosure.

ENDS

For further information visit www.fandangoholdingsplc.com or contact the following:

 
Fandango Holdings plc 
Charles Tatnall  Fandango Holdings plc   E: ctatnall@btinternet.com 
                                          T: +44 7930 445691 
 
  Financial PR 
Cosima Akerman   St Brides Partners Ltd  E: info@stbridespartners.co.uk 
                                          T: +44 (0) 20 7236 1177 
 

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END

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December 24, 2019 02:00 ET (07:00 GMT)

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