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| 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 | 0.00% | 0.45 | 0.00 | 00:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 0 | -776k | -0.0058 | -0.78 | 603.01k |
From Dec 2022 to Dec 2024
TIDMFHP
RNS Number : 7619U
Fandango Holdings PLC
28 November 2023
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment
28 November 2023
Fandango Holdings plc
('Fandango' or 'the Company')
Interim Results
Fandango Holdings plc announces its Interim Results for the period ended 31 August 2023.
Chairman's Report
Fandango Holdings PLC ("the Company") is an investment company incorporated on 25 August 2016, with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector.
On 22 June 2023, Fandango Holdings plc announced that it had executed non-binding Heads of Terms ('HoT') to acquire European Battery Metals Pty Ltd ('the Acquisition') ("EBM").
The Acquisition is subject, inter alia, to the completion of due diligence, documentation, and compliance with all regulatory requirements, including the Listing and Prospectus Rules and as required, the Takeover Code. The Acquisition, if it proceeds, will constitute a Reverse Takeover ('RTO") under the Listing Rules since, inter alia, in substance it will result in a fundamental change in our business.
As the Acquisition will constitute a Reverse Takeover under the Listing Rules, the Company's ordinary shares shall remain suspended pending the publication of a prospectus and the application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.
The Company is working on the preparation of a prospectus in relation to the Acquisition and will, in due course, be making application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.
The transaction is progressing well, and the Company is currently on target to complete the RTO in the first quarter of 2024 and the draft prospectus is expected to be submitted to the FCA by 30 November 2023 for their review.
On 30 August 2023, the Company received GBP350,000 from an investor to be applied to defray the running costs of the company and the costs of the RTO.
Results for the period
For the period from 1 March 2023 to 31 August 2023, the Company's results included the ongoing running costs of the Company including listing fees on the London Stock Exchange and other advisory costs and minor costs, at this stage, relating to the proposed RTO described above. These costs have increased materially in the subsequent period as the company approaches filing the prospectus for the proposed RTO with FCA.
Long-term strategy and business objectives
The current strategy of the Company is to complete the proposed RTO of EBM as swiftly as possible and within the timescale indicated above.
Risks and uncertainties
The Company is a relatively new entity, with only a brief operating history, and therefore, investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating one or more companies or businesses.
Concern
As stated in Note 1 to the condensed financial statements, 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 condensed financial statements.
Post Balance Sheet Events
There are no post balance sheet events to report.
Charles Tatnall
Chairman
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
Hot Features
Premium
6 months 6 months 18 months
ended ended ended
31 August 28 February 28 February
2023 2022 2023
Notes GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Continuing operations
Investment income - 138 138
Administrative
expenses (109) (89) (279)
Listing costs - (5) 1
Finance cost (1) - (2)
(Loss) / profit
before tax (110) 44 (142)
Taxation - - -
(Loss) / profit
for the period (110) 44 (142)
Basic (loss) /
earnings per share
(pence) 2 (0.08p) 0.03p (0.11p)
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
Notes As at As at As at
31 August 28 February 28 February
2023 2022 2023
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Trade and other receivables 214 221 214
Cash and cash equivalents 350 - -
-------------- -------------- --------------
Total Assets 564 221 214
Equity and Liabilities
Share capital 3 134 134 134
Share premium 579 579 579
Retained earnings (1,356) (1,060) (1,246)
-------------- -------------- --------------
Total Equity (643) (347) (533)
Current Liabilities
Trade and other payables 1,181 530 718
Creditors due after
more than one year
Other payables 26 38 29
-------------- -------------- --------------
Total Liabilities 1,207 568 747
-------------- -------------- --------------
Total Equity and Liabilities 564 221 214
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share Retained Total
Capital premium earnings Equity
GBP ('000) GBP ('000) GBP ('000) GBP ('000)
Equity at 31 August
2021 134 579 (1,104) (391)
Profit for the Period - - 44 44
------------ ------------ ------------ ------------
Equity at 28 February
2022 134 579 (1,060) (347)
Loss for the Period - - (186) (186)
------------ ------------ ------------ ------------
Equity at 28 February
2023 134 579 (1,246) (533)
Loss for the Period - - (110) (109)
------------ ------------ ------------ ------------
Equity at 31 August
2023 134 579 (1,356) (643)
INTERIM CONDENSED CASH FLOW STATEMENT
6 months 6 months 18 months
ended ended ended
31 August 28 February 28 February
2023 2022 2023
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited (audited)
)
Cash flows from operating
activities
Operating (loss) / profit (109) 44 (142)
Liabilities written back - - (8)
Interest payable 1 - 2
Decrease/(increase) in
receivables - 369 385
Increase/(decrease) in
payables 114 (209) (11)
-------------- -------------- --------------
Net cash flows from operating
activities 6 204 226
Cash flows from investing
activities
Amounts (advanced to) /
repaid by related parties - (204) (214)
-------------- -------------- --------------
Net cash flows from investing
activities - (204) (214)
Cash flows from financing
activities
Loan repaid (6) (1) (13)
Loan received 350
Finance costs paid - - -
-------------- -------------- --------------
Net cash flows from financing
activities 344 (1) (13)
-------------- -------------- --------------
Net increase / (decrease)
in cash and cash equivalents 350 (1) (1)
Cash and cash equivalents
at the beginning of the
period - 1 1
-------------- -------------- --------------
Cash and cash equivalents 350 - -
at the end of the period
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Fandango Holdings Plc ('the company') is an investment company incorporated in the United Kingdom. The address of the registered office is 27-28 Eastcastle Street London W1E 8DN. 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 10 May 2017.
Basis of preparation
This interim condensed report was approved and authorised to issue by the Board of directors on 29 November 2023
The financial information in this interim report has been prepared in accordance with the International Financial Reporting Standards. IFRS comprises standards issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective for the first time in this period that would be expected to have a material impact on the company.
The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.
The Directors are of the opinion that the financial information should be prepared on a going concern basis, in the light of the Company's financial resources.
These condensed interim financial statements for the six months ended 31 August 2023 and 28 February 2022 are unaudited and do not constitute full accounts. The comparative figures for the period ended 28 February 2023 are extracted from the 2023 audited financial statements. The independent auditor's report on the 2023 financial statements was not qualified.
No taxation charge has arisen for the period and the Directors have not declared an interim dividend.
Copies of the August 2023 interim report can be found on the Company's website at www.fandangoholdingsplc.com.
Going concern
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 condensed financial statements.
2. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.
The calculation of basic and diluted earnings per share is based on the following figures:-
Period ended Period ended Period ended
28 February 28 February 28 February
2022 2021 2023
GBP GBP GBP
(unaudited) (unaudited) (audited)
(Loss) / profit for
the period (109,785) 43,943 (141,320)
Weighted average number
of
shares - basic 134,002,000 134,002,000 134,002,000
Weighted average number
of
shares - diluted 134,002,000 134,002,000 134,002,000
-------------- -------------- --------------
Basic and diluted
earnings per share
(pence) (0.08p) 0.03p (0.11p)
-------------- -------------- --------------
3. Share Capital
As at As at As at
31 August 28 February 28 February
2023 2022 2023
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
134,002,000 Ordinary shares
of GBP0.001 each 134 134 134
-------------- -------------- --------------
4. Reports
A copy of this announcement will be mailed to shareholders and copies will be available for members of the public at the Company's Registered Office 27-28 Eastcastle Street London W1E 8DN.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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END
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(END) Dow Jones Newswires
November 28, 2023 02:00 ET (07:00 GMT)
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