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Share Name Share Symbol Market Type Share ISIN Share Description
Highway Capital Plc LSE:HWC London Ordinary Share GB0008579384 ORD 2P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 15.50 0.00 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Financial 0.0 -0.2 -2.5 - 1

Highway Capital PLC Half-year Report

30/11/2020 1:10pm

UK Regulatory (RNS & others)


Highway Capital (LSE:HWC)
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TIDMHWC

RNS Number : 9593G

Highway Capital PLC

30 November 2020

HIGHWAY CAPITAL PLC

INTERIM REPORT 2020

Chairman's Statement

Dear Fellow Shareholder

2020 has had a difficult start to the year but the Board has expended considerable time and effort on seeking to ensure the continuation of the business after lockdown. Based on discussions with potential acquisition targets over the summer, the Board is optimistic that the Company's shares will be relisted on a public market shortly and will keep shareholders informed on developments.

The results for the six months ended 31 August 2020 showed a loss before tax of GBP148,000 (six months ended 31 August 2019: GBP127,000 loss; year ended 29 February 2020: GBP293,000 loss).

No dividend has been declared.

L Sobolewski

Chairman

30 November 2020

Update on Capital Structure

The Board of Highway Capital Plc ("HWC" or "Company") announces the following update on its share capital and convertible loans.

Shares in issue:

There are currently 11,490,201 ordinary shares of 2p each in issue.

Convertible Loan Notes - As at 29 February 2020

The Company has received the request from the holder of the GBP70,000 loan issued on 18 December 2018 to alter the terms. The loan note holder has agreed to alter the terms of the loan, so that it is now convertible into ordinary shares of the Company at the conversion price of GBP0.05.

The Altered Loan Note issued on 23 February 2020 is unsecured, has a term of 5 years and pays interest at the rate of 5% per annum. The note holder may convert the Altered Loan Note at any time six months after the date of issue, or following the completion of an investment by the Company to a value in excess of 50% of the net asset value of the Company.

The Lender's conversion rights are limited to the extent that the Company has adequate shareholders' and other regulatory authority to issue shares in the Company.

As at the financial year ending 29 February 2020, the latest year end, the Company had outstanding Convertible Loan Notes as follows:

Convertible Loan Notes - Current Financial Year

Between 12 May 2020 and 14 July 2020 the Company completed a placing of GBP230,000 Convertible Loan Notes for working capital purposes. The notes have a term of 5 years, attract 5% interest per annum and are convertible into new shares in the company.

The convertible loan note issued 24 June 2020 for the amount of GBP80,000 to unconnected investor has a conversion price of 10p per new ordinary share.

The convertible loan notes issued between 10 July and 14 July 2020 for a total amount of GBP100,000 to two unconnected investors have a conversion price of 5p per new ordinary share.

The note holders may convert the Convertible Loan Note at any time six months after the date of issue or following the completion of an investment by the Company to a value in excess of 50% of the net asset value of the Company. The Lender's conversion rights are limited to the extent that the Company has adequate shareholders' and other regulatory authority to issue shares in the Company.

A separate Convertible Loan Note for the amount of GBP50,000 to an unconnected investor was issued on 12 May 2020 and repaid on 2 July 2020.

Directors Loans

The Company received the following loan from the Director of the Company:

Maciej Szytko, a director of the Company, provided loans of GBP3,900 and EUR10,000 on 19 March 2020 and 14 April 2020 respectively. These loans have now been repaid, as well as the 15 March 2019 loan of GBP5,000.

 
 Statement of comprehensive                  6 months ended   6 months ended     Year ended 
  income 
                                                  31 August        31 August    29 February 
                                                       2020             2019           2020 
                                                (unaudited)      (unaudited)      (audited) 
                                     Notes          GBP'000          GBP'000        GBP'000 
 Management fees                                          -                -              - 
 Administrative expenses                              (148)            (127)          (293) 
---------------------------------  -------  ---------------  ---------------  ------------- 
 Operating loss                       2               (148)            (127)          (293) 
 Interest receivable                                      -                -              - 
 Amounts written back/(off) 
  investments and loans                                   -                -              - 
---------------------------------  -------  ---------------  ---------------  ------------- 
 Profit/(loss) on ordinary 
  activities before taxation                          (148)            (127)          (293) 
 Tax on profit or loss                                    -                -              - 
  on ordinary activities 
 Profit/(loss) for financial 
  period and total comprehensive 
  income                                              (148)            (127)          (293) 
 
 Basic profit/(loss) per 
  share                               3             (1.29)p          (1.32)p        (2.54)p 
 Diluted profit/(loss) 
  per share                           3             (1.29)p          (1.32)p        (2.54)p 
 Basic profit/(loss) per 
  share from continuing 
  operations                           3            (1.29)p          (1.32)p        (2.54)p 
 Diluted profit/(loss) 
  per share from continuing 
  operations                           3            (1.29)p          (1.32)p        (2.54)p 
=================================  =======  ===============  ===============  ============= 
 
 
 Statement of financial                    Notes        31 August        31 August        29 February 
  position                                                   2020             2019               2020 
                                                      (unaudited)      (unaudited)          (audited) 
                                                          GBP'000          GBP'000            GBP'000 
 Fixed assets                                                   -                -                  - 
 Investments                                                    -                -                  - 
---------------------------------------  -------  ---------------  ---------------  ----------------- 
 Current assets 
 Debtors                                                       11              210                  7 
 Cash at bank and in hand                                      75                1                  - 
---------------------------------------  -------  ---------------  ---------------  ----------------- 
                                                               86              211                  7 
 Creditors: amounts falling 
  due within one year                                       (759)            (416)              (783) 
 Net current assets/(liabilities)                           (673)            (205)              (776) 
---------------------------------------  -------  ---------------  ---------------  ----------------- 
 Total assets less current 
  liabilities                                               (673)            (205)              (776) 
 Creditors: amounts falling 
  due after more than one 
  year                                      5               (466)            (703)              (215) 
 
 Net assets/(liabilities)                                 (1,139)            (908)              (991) 
=======================================  =======  ===============  ===============  ================= 
 
   Capital and reserves 
 Share capital                              6                 230              192                230 
 Share premium                                                475              430                475 
 Profit and loss account                                  (1,844)          (1,530)            (1,696) 
---------------------------------------  -------  ---------------  ---------------  ----------------- 
 Total equity shareholders' 
  funds/(deficit)                                         (1,139)            (908)              (991) 
=======================================  =======  ===============  ===============  ================= 
 Statement of changes                              6 months ended   6 months ended     Year ended 
  in equity 
                                                        31 August        31 August    29 February 
                                                             2020             2019           2020 
                                                      (unaudited)      (unaudited)      (audited) 
                                                          GBP'000          GBP'000        GBP'000 
 Profit/(loss) attributable 
  to ordinary shareholders                                  (148)            (127)          (293) 
 Issue of new ordinary shares 
  less costs                                                    -                -             83 
-----------------------------------------------   ---------------  ---------------  ------------- 
 Net increase/(decrease) 
  in shareholders' funds                                    (148)            (127)          (210) 
 Opening Shareholders' funds/(deficit)                      (991)            (781)          (781) 
-----------------------------------------------   ---------------  ---------------  ------------- 
 Closing Shareholders' funds/(deficit)                    (1,139)            (908)          (991) 
===============================================   ===============  ===============  ============= 
 
 
 
 Statement of cash                      6 months ended    6 months ended    Year ended 
  flows 
                                           31 August         31 August      29 February 
                                              2020              2019            2020 
                                          (unaudited)       (unaudited)      (audited) 
                                            GBP'000           GBP'000         GBP'000 
 Cash flows from operating 
  activities 
  Profit/(loss) for 
  the period                                      (148)            (127)          (293) 
 Adjustments for: 
 Interest receivable                                  -                -              - 
 Amounts written back 
  on investments and                                  -                -              - 
  loans 
 Amounts written off 
  investments and loans                               -                -              - 
 Changes in: 
 Trade and other debtors                            (4)            (204)              - 
 Trade and other creditors                          (4)             (35)              8 
--------------------------------------  ---------------  ---------------  ------------- 
 Net cash from operating 
  activities                                      (156)            (366)          (285) 
--------------------------------------  ---------------  ---------------  ------------- 
 Cash flows from investing 
  activities 
 Interest received                                    -                -              - 
 Net cash used in investing                           -                -              - 
  activities 
 Cash flows from financing 
  activities 
 Issue of new equity 
  (net of costs)                                      -                -             83 
 Proceeds from loans 
  to company                                        294              132            136 
 Repayment and conversion 
  of loans to company                              (63)             (10)          (180) 
--------------------------------------  ---------------  ---------------  ------------- 
 Net cash from financing 
  activities                                        231              122             39 
--------------------------------------  ---------------  ---------------  ------------- 
 
 Net increase/(decrease) 
  in cash and cash equivalents                       75            (244)          (246) 
 Cash and cash equivalents 
  at beginning of period                            (3)              243            243 
--------------------------------------  ---------------  ---------------  ------------- 
 Cash and cash equivalents 
  at end of period                                   72              (1)            (3) 
--------------------------------------  ---------------  ---------------  ------------- 
 

Notes to the Interim Report

   1.         Basis of preparation of the interim report 

The condensed set of financial statements for the six months ended 31 August 2020 has been prepared on a basis consistent with the financial statements for the year ended 29 February 2020.

The condensed set of financial statements for the six months ended 31 August 2020 has not been audited or reviewed by the auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.

The comparative financial information for the year ended 29 February 2020 has been extracted from the audited financial statements, on which the auditors issued an unqualified audit report, and which have been delivered to the Registrar of Companies.

The financial information contained in the interim statement does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

There are no acquired or discontinued operations in the relevant financial periods.

There are no recognized gains or losses other than the profit or loss for the relevant financial periods.

Highway Capital plc is a stand-alone company and does not prepare consolidated accounts. It has therefore continued to prepare its accounts in accordance with UK rather than international accounting standards.

   2.         Operating loss 
 
 This is stated after 
  charging: 
                               6 months ended   6 months ended    Year ended 
                                  31 August        31 August      29 February 
                                     2020             2019            2020 
                                 (unaudited)      (unaudited)      (audited) 
                                   GBP'000          GBP'000         GBP'000 
 Directors' remuneration 
     - salaries and fees                   48               48             96 
 Auditors' remuneration 
     - audit services                       6                6             13 
     - other services                       -                -              - 
                              ===============  ===============  ============= 
 
   3.         Profit/(loss) per share 

The profit/(loss) per ordinary share calculation has been based on the loss attributable to ordinary shareholders of GBP148,000 (August 2019: loss GBP127,000; February 2020: loss GBP293,000), divided by 11,490,201 (August 2019: 9,590,201; February 2020: 11,490,201) being the weighted average number of ordinary shares in issue during the period. There is no difference between the basic and the diluted loss per ordinary share, as any adjustment would be anti-dilutive.

There are no discontinued operations in the periods and, therefore the basic and the diluted profit/(loss) per ordinary share from continuing operations are the same as the basic and the diluted profit/(loss) per ordinary share.

   4.         2020 interim dividend 

No interim dividend has been declared.

   5.         Creditors: due after more than one year 

The creditor due after more than one year of GBP466,000 (August 2019: GBP703,000; February 2020: GBP215,000), is made up of the following: GBP31,000 from B Patnaik, a director, GBP70,000 from D Zych, a shareholder and former director, and GBP365,000 from outside investors. These loans are unsecured, repayable after five years, convertible at the holder's request into new ordinary shares in the company at a price of 5 or 10 pence per share; in the event that the loan is not repaid or converted prior to its maturity date then it will attract accrued interest at a rate of 5% per annum.

   6.         Share capital 
 
                                31 August      31 August   29 February 
                                     2020           2019          2020 
                              (unaudited)    (unaudited)     (audited) 
 Ordinary shares of 
  2p each 
 Allotted, called-up, 
  fully paid 
      Number of shares         11,490,201      9,590,201    11,490,201 
      Nominal value            GBP229,804     GBP191,804    GBP229,804 
                            =============  =============  ============ 
 
   7.         Related party transactions 

As at the balance sheet date, there are loans to the company of GBP31,000 from B Patnaik, a director of the company, and GBP255,000 from N Mayster, a director and shareholder of the company . The terms of the loans are interest at 5% and this is considered reasonable.

No other related party transactions were undertaken as such that are required to be disclosed under FRS 102.

   8.         Responsibility statement 

We confirm that to the best of our knowledge:

(a) the condensed set of financial statements has been prepared in accordance with FRS 104 Interim Financial Reporting issued by the Financial Reporting Council;

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and their impact on the financial statements and description of principal risks and uncertainties for the remaining six months of the year); and

(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

By order of the Board

   L Sobolewski                                       M Szytko 
   Chairman                                             Non-Executive Director 
   9.         Publication 

Copies of this statement will be available on the company's website at www.highwaycapital.co.uk .

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END

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November 30, 2020 08:10 ET (13:10 GMT)

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