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HWC Highway Capital Plc

15.50
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
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 0.00% 15.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Offices-holdng Companies,nec 0 -543k -0.0566 -2.74 1.49M

Highway Capital PLC Half-year Report (0662U)

01/12/2021 6:59am

UK Regulatory


Highway Capital (LSE:HWC)
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From Apr 2021 to Apr 2024

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TIDMHWC

RNS Number : 0662U

Highway Capital PLC

01 December 2021

HIGHWAY CAPITAL PLC

INTERIM REPORT 2021

Chairman's Statement

Dear Fellow Shareholders

The first half of 2021 was very optimistic for the Company. The Board has continued its dialogue with both the regulator and potential target company. As a results, Highway Capital Plc has entered into Heads of Terms with Guinevere Capital Esports & Entertainment, as per the announcement made on 11 October 2021 and is currently working on the listing particulars. I hope that the Board will soon be able to update the shareholders on the progress of the Reverse Takeover transaction.

The results for the six months ended 31 August 2021 showed a loss before tax of GBP136,000 (six months ended 31 August 2020: GBP148,000 loss; year ended 28 February 2021: GBP135,000 loss).

No dividend has been declared.

Dr L Sobolewski

Chairman

30 November 2021

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.

Convertible Loan Notes - Current Financial Year

Between 13 July 2021 and 30 November 2021, the Company completed a placing of GBP278,000 Convertible Loan Notes for working capital purposes. The notes have a term of 5 years and are convertible into new shares in the Company.

The Convertible Loan Note issued 13 July 2021 for the amount of GBP200,000 to an unconnected investor has a conversion price of 5p per new ordinary share and has base interest of 10% for the remainder of 2021 moving to 12% interest per annum from 1 January 2022.

The Convertible Loan Note issued 5 October 2021 for the amount of GBP3,000 to an unconnected investor has a conversion price of 5p per new ordinary share and 5% interest per annum.

The Convertible Loan Note issued 24 November 2021 for the amount of GBP75,000 to an unconnected investor has a conversion price of 5p per new ordinary share and 5% interest per annum.

Key Risks and Uncertainties

Foreign currencies : The company deals in a variety of foreign currencies: Continual review of foreign currency movements to ensure company undertakes transactions in the most financially beneficial currency and ensuring the company is not overly exposed in one currency.

Brexit : Changing legislative environment between post Brexit UK and EU may place additional regularity burdens on the company which make it more difficult to operate with EU based companies to investments with Europe: Reviewing strategies to monitor and address the Brexit negotiations and outcomes.

Covid-19 : The Pandemic may impact the Company's ability to execute an acquisition. However, the Directors will review, on an ongoing basis, the options for the Company, including raising additional funds.

 
 Statement of comprehensive                  6 months ended   6 months ended     Year ended 
  income 
                                                  31 August        31 August    28 February 
                                                       2021             2020           2021 
                                                (unaudited)      (unaudited)      (audited) 
                                     Notes          GBP'000          GBP'000        GBP'000 
 Management fees                                          -                -            165 
 Administrative expenses                              (136)            (148)          (299) 
---------------------------------  -------  ---------------  ---------------  ------------- 
 Operating loss                       2               (136)            (148)          (135) 
 Interest receivable                                      -                -              - 
 Amounts written back/(off) 
  investments and loans                                   -                -              - 
---------------------------------  -------  ---------------  ---------------  ------------- 
 Profit/(loss) on ordinary 
  activities before taxation                          (136)            (148)          (135) 
 Tax on profit or loss                                    -                -              - 
  on ordinary activities 
 Profit/(loss) for financial 
  period and total comprehensive 
  income                                              (136)            (148)          (135) 
 
 Basic profit/(loss) per 
  share                               3             (1.19)p          (1.29)p        (1.17)p 
 Diluted profit/(loss) 
  per share                           3             (1.19)p          (1.29)p        (1.17)p 
 Basic profit/(loss) per 
  share from continuing 
  operations                           3            (1.19)p          (1.29)p        (1.17)p 
 Diluted profit/(loss) 
  per share from continuing 
  operations                           3            (1.19)p          (1.29)p        (1.17)p 
=================================  =======  ===============  ===============  ============= 
 
 
 Statement of financial               Notes      31 August      31 August   28 February 
  position                                            2021           2020          2021 
                                               (unaudited)    (unaudited)     (audited) 
                                                   GBP'000        GBP'000       GBP'000 
 Fixed assets                                            -              -             - 
 Investments                                             -              -             - 
----------------------------------  -------  -------------  -------------  ------------ 
 Current assets 
 Debtors                                                28             11            17 
 Cash at bank and in hand                              157             75            41 
----------------------------------  -------  -------------  -------------  ------------ 
                                                       185             86            58 
 Creditors: amounts falling 
  due within one year                                (781)          (759)         (718) 
 Net current assets/(liabilities)                    (596)          (673)         (660) 
----------------------------------  -------  -------------  -------------  ------------ 
 
   Total assets less current 
   liabilities                                       (596)          (673)         (660) 
 Creditors: amounts falling 
  due after more than one 
  year                                 5             (666)          (466)         (466) 
 
 Net assets/(liabilities)                          (1,262)        (1,139)       (1,126) 
==================================  =======  =============  =============  ============ 
 
   Capital and reserves 
 Share capital                         6               230            230           230 
 Share premium                                         475            475           475 
 Profit and loss account                           (1,967)        (1,844)       (1,831) 
----------------------------------  -------  -------------  -------------  ------------ 
 Total equity shareholders' 
  funds/(deficit)                                  (1,262)        (1,139)       (1,126) 
==================================  =======  =============  =============  ============ 
 
 
 Statement of changes                            6 months ended   6 months ended            Year ended 
  in equity 
                                                      31 August        31 August      28 February 2021 
                                                           2021             2020 
                                                    (unaudited)      (unaudited)             (audited) 
                                                        GBP'000          GBP'000               GBP'000 
 Profit/(loss) attributable 
  to ordinary shareholders                                (136)            (148)              (135) 
 Issue of new ordinary shares                                 -                -                  - 
  less costs 
------------------------------------------      ---------------  ---------------  ----------------- 
 Net increase/(decrease) 
  in shareholders' funds                                  (136)            (148)              (135) 
 Opening Shareholders' funds/(deficit)                  (1,126)            (991)              (991) 
------------------------------------------      ---------------  ---------------  ----------------- 
 Closing Shareholders' funds/(deficit)                  (1,262)          (1,139)            (1,126) 
==========================================      ===============  ===============  ================= 
 
 
 
 Statement of cash                      6 months ended    6 months ended    Year ended 
  flows 
                                           31 August         31 August      28 February 
                                              2021              2020            2021 
                                          (unaudited)       (unaudited)      (audited) 
                                            GBP'000           GBP'000         GBP'000 
 Cash flows from operating 
  activities 
  Profit/(loss) for 
  the period                                      (136)            (148)          (135) 
 Adjustments for: 
 Interest receivable                                  -                -              - 
 Amounts written back 
  on investments and                                  -                -              - 
  loans 
 Amounts written off 
  investments and loans                               -                -              - 
 Changes in: 
 Trade and other debtors                           (11)              (4)           (11) 
 Trade and other creditors                           62              (4)              4 
--------------------------------------  ---------------  ---------------  ------------- 
 Net cash from operating 
  activities                                       (85)            (156)          (142) 
--------------------------------------  ---------------  ---------------  ------------- 
 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) 
 Proceeds from loans 
  to company                                        200              294            409 
 Repayment and conversion 
  of loans to company                                 -             (63)          (228) 
--------------------------------------  ---------------  ---------------  ------------- 
 Net cash from financing 
  activities                                        200              231            181 
--------------------------------------  ---------------  ---------------  ------------- 
 
 Net increase/(decrease) 
  in cash and cash equivalents                      115               75             39 
 Cash and cash equivalents 
  at beginning of period                             37              (3)            (2) 
--------------------------------------  ---------------  ---------------  ------------- 
 Cash and cash equivalents 
  at end of period                                  152               72             37 
--------------------------------------  ---------------  ---------------  ------------- 
 

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 2021 has been prepared on a basis consistent with the financial statements for the year ended 28 February 2021.

The condensed set of financial statements for the six months ended 31 August 2021 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 28 February 2021 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      28 February 
                                     2021             2020            2021 
                                 (unaudited)      (unaudited)      (audited) 
                                   GBP'000          GBP'000         GBP'000 
 Directors' remuneration 
     - salaries and fees                   48               48             96 
 Auditors' remuneration 
     - audit services                      10                6             15 
     - 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 GBP136,000 (August 2020: loss GBP148,000; February 2021: loss GBP135,000), divided by 11,490,201 (August 2020: 11,490,201; February 2021: 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.         2021 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 GBP666,000 (August 2020: GBP466,000; February 2021: GBP466,000), is made up of the following: (a) GBP4,000 from B Patnaik, a director, and GBP1,000 from institutional investors (these loans are unsecured, repayable after two years, and bearing interest at a rate of 5% per annum); and (b) GBP27,000 from B Patnaik, a director, GBP70,000 from D Zych, a shareholder and former director, GBP564,000 from institutional 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); and GBP200,000 from an institutional investor which is unsecured, repayable after five years, convertible at the holder's request into new ordinary shares in the company at a price of 5 pence per share; and accrues interest of GBP20,000 up to 31 December 2021 and at a rate of 12% per annum thereafter.

   6.         Share capital 
 
                                31 August      31 August   28 February 
                                     2021           2020          2021 
                              (unaudited)    (unaudited)     (audited) 
 Ordinary shares of 
  2p each 
 Allotted, called-up, 
  fully paid 
      Number of shares         11,490,201     11,490,201    11,490,201 
      Nominal value            GBP229,804     GBP229,804    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

   Dr 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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December 01, 2021 01:59 ET (06:59 GMT)

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