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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Papillon Holdings Plc | LSE:PPHP | London | Ordinary Share | GB00BYZC5R04 | 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% | 1.325 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMPPHP
RNS Number : 6509M
Papillon Holdings PLC
30 April 2018
Papillon Holdings plc / Index: LSE / Epic: PPHP / Sector: Investment
30 April 2018
Papillon Holdings plc ('Papillon' or 'the Company')
Final Results
Papillon Holdings plc, the London listed investment company, is pleased to announce its results for the year ended 31 December 2017.
Chairman's Report
Papillon Holdings plc ("the Company") is an investment company with the primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sectors.
On 6 September 2017, almost a year after we had announced the potential acquisition of Myclubbetting.com Limited ("MCB"), the formal Sale and Purchase agreement ('SPA') with the directors and principal shareholders of MCB was terminated. As part of this termination, MCB agreed to refund all costs incurred by Papillon during the transaction process, including annual running costs of the public company beyond which would be reasonably expected, amounting to GBP350,000 of all costs in total, including repayment of a GBP50,000 loan made to MCB, of which GBP73,763 remains outstanding in total from MCB as of today's date. This sum, when received, will defray all essential costs of Papillon for the next 12 months.
Notwithstanding the foregoing, on 13 September 2017, we announced that we had signed a non-binding Heads of Terms to acquire the entire issued share capital of two companies in a cash and shares deal ('the Acquisition') of Phestor Limited ('Phestor'), and Greenway Activated Carbon Limited together with the Danish operating company, Phestor Denmark ('Greenway') which are developing operations in the very high growth sector of energy storage. These companies focus on ultra-supercapacitor development for energy storage and the development and sale of high quality active carbon production from biomass.
The Acquisition is subject and continues to be 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. As the Acquisition will constitute a Reverse Takeover under the Listing Rules, the listing in the Company's ordinary shares was suspended, and continues to be suspended pending the publication of a prospectus and the application for the enlarged Company to have its Ordinary Shares readmitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.
The transaction to acquire Phestor has also been subject to delays beyond the directors' control and the directors are monitoring the transaction closely. With regard to the delays in these transactions the directors would like to take this opportunity to apologise to the shareholders for the lengthy time it has taken to complete a transaction in accordance with the primary objective of the company, and for the length of time the shares have been suspended and consequently the lack of liquidity in the company's shares. The director's interests are aligned with all shareholders and the completion of a successful transaction as soon as possible is of the highest priority for directors and shareholders alike. The directors would like to thank the shareholders for their ongoing patience and support.
The Directors of Papillon have issued a letter of comfort that any shortfall of working capital until completion of an acquisition will, if required, be made up by themselves personally.
James Longley
Director
30 April 2018
PAPILLON HOLDINGS PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2017
Hot Features
Premium
Period
Year ended to 31
31 December December
2017 2016
GBP'000 GBP'000
Notes
Continuing operations
Revenues 300 -
------------- ----------
Gross profit 300 -
Listing costs 5 (47) (119)
Administrative expenses 5 (414) (284)
------------- ----------
Loss before taxation (161) (403)
Taxation 7 - -
------------- ----------
Loss and comprehensive
loss for the period (161) (403)
------------- ----------
Basic and diluted loss
per share 8 (0.122p) (0.574p)
Since there is no other comprehensive loss, the loss for the period is the same as the total comprehensive loss for the period attributable to the owners of the Company.
PAPILLON HOLDINGS PLC
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2017
As at 31 December
2017 2016
Notes GBP'000 GBP'000
Assets
Current assets
Other receivables 10 124 268
Cash and cash equivalents 11 69 99
-------------- --------------
Total Assets 193 367
Equity and liabilities
Current liabilities
Trade and other payables 12 23 36
Total Liabilities 23 36
Equity attributable to equity
holders of the company
Share Capital - Ordinary
shares 13 132 132
Share Premium account 13 602 602
Profit and Loss Account 14 (564) (403)
Total Equity 170 331
Total Equity and liabilities 193 367
-------------- --------------
PAPILLON HOLDINGS PLC
STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2017
31 December 31 December
2017 2016
Notes
GBP'000 GBP'000
Cash flows from operating
activities
Operating loss 5 (161) (403)
(Increase)/decrease in receivables 141 (68)
Increase/(decrease) in payables (10) 36
------------ ------------
Cash flow from operating
activities (30) (435)
------------ ------------
Cash flows from financing
activities
Issue of shares 13 - 534
------------ ------------
Net cash from/(used in)
financing activities - 534
------------ ------------
Net increase/decrease in
cash and cash equivalents (30) 99
Cash and cash equivalents 99 -
at the beginning of the
period
------------ ------------
Cash and cash equivalents
at end of period 69 99
------------ ------------
Represented by: Bank balances
and cash 69 99
------------ ------------
PAPILLON HOLDINGS PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2017
Notes Share Share Accumulated Total
capital premium deficit equity
GBP'000 GBP'000 GBP'000 GBP'000
As at 31 December
2016 132 602 (403) 331
Loss for the
year - - (161) (161)
As at 31 December
2017 132 602 (564) 170
========= ========= ============ ========
Accumulated deficit represents the cumulative loss of the company attributable to equity shareholders.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2017
1 General information
Papillon Holdings Plc ('the company') is an investment company incorporated 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 and Wales on 19 October 2015 as a private limited company and re-registered on 24 June 2016 as a public limited company when listed on London Stock Exchange.
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 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 the working capital requirements of the Company.
After making enquiries, the Directors firmly believe that together with their support the Company has adequate resources to continue in operational existence for the foreseeable future. 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 January 2017 and have not been early adopted. The Director anticipates 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 Application
date of standard date of
Company
---------- ------------------- ---------------------- ------------------- -----------
IFRS Financial Revised standard Periods commencing 1 January
9 Instruments for accounting on or after 2018
for financial 1 January
instruments 2018
---------- ------------------- ---------------------- ------------------- -----------
IFRS Consolidated Amended by Investment Periods commencing 1 January
10 financial Entities: Applying on or after 2017
statement the Consolidation 1 January
Exception 2016
---------- ------------------- ---------------------- ------------------- -----------
IFRS Joint Arrangements Amended by Accounting Periods commencing 1 January
11 for Acquisitions on or after 2017
of Interests 1 January
in Joint Operations 2016
---------- ------------------- ---------------------- ------------------- -----------
IFRS Disclosure Amended by Investment Periods commencing 1 January
12 of Interests Entities: Applying on or after 2017
in Other the Consolidation 1 January
Entities Exception 2016
---------- ------------------- ---------------------- ------------------- -----------
IFRS Regulatory Aims to enhance Periods commencing 1 January
14 deferral the comparability on or after 2017
accounts of financial 1 January
reporting by 2016
entities subject
to rate-regulations
---------- ------------------- ---------------------- ------------------- -----------
IFRS Revenue Specifies how Periods commencing 1 January
15 from contracts and when to on or after 2018
with customers recognise revenue 1 January
from contracts 2018
as well as requiring
more informative
and relevant
disclosures
---------- ------------------- ---------------------- ------------------- -----------
IFRS Leases IFRS 16 Leases Periods commencing 1 January
16 published on or after 2019
1 January
2019
---------- ------------------- ---------------------- ------------------- -----------
IFRS Insurance IFRS 17 Insurance Periods commencing 1 April
17 Contracts Contracts on or after 2021
1 January
2021
---------- ------------------- ---------------------- ------------------- -----------
IAS 16 Property, Amended standard Periods commencing 1 January
Plant and for accounting on or after 2017
Equipment treatment for 1 January
property, plant 2016
and equipment
---------- ------------------- ---------------------- ------------------- -----------
IAS 27 Separate Amended by Equity Periods commencing 1 January
financial Method in Separate on or after 2017
statement Financial Statements 1 January
(Amendments 2016
to IAS 27)
---------- ------------------- ---------------------- ------------------- -----------
IAS 28 Investments Amended by Investment Periods commencing 1 January
in Associates Entities: Applying on or after 2017
and Joint the Consolidation 1 January
Ventures Exception 2016
---------- ------------------- ---------------------- ------------------- -----------
2.2 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions. In the opinion of the director, the company has one class of business, being that of an investment Company. The company's primary reporting format is determined by the geographical segment according to the location of its establishments. There is currently only one geographic reporting segment, which is the UK. All costs are derived from the single segment.
2.3 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.
Impairment losses for bad and doubtful debts are measured 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.
2.4 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.
2.5 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
There is no tax currently payable based on the Company making a loss for the year. Taxable profit differs from net profit 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. 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 the 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. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
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 the 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 to Period
31 December from
2017 GBP'000 19 October
2015
to
31 December
2016
GBP'000
Operating loss is stated
after charging:
Directors Remuneration 24 20
Consulting and advisory
fees 247 111
Premises 35 11
Legal and professional
fees 7 78
Listing costs 47 119
Audit fees 9 5
Other administrative expenses 92 59
-------------- -------------
Total administrative expenses 461 403
============== =============
6 Personnel
The average monthly number of employees during the period was two, being the directors.
There were no benefits, emoluments or remuneration payable during the period for key management personnel other than the GBP24,000 disclosed in Note 5 and GBP120,000 paid in fees and disclosed in note 19 as a related party transaction.
7 Taxation
Year Period
ended from 19
31 December October
2017 2015 to
31 December
2016
----------------------------- ------------- -------------
GBP'000 GBP'000
----------------------------- ------------- -------------
Total current tax - -
----------------------------- ------------- -------------
Factors affecting the tax
charge for the period
----------------------------- ------------- -------------
Loss on ordinary activities
before taxation (161) (403)
----------------------------- ------------- -------------
Loss on ordinary activities
before taxation multiplied
by standard rate of UK
corporation tax of 19%
(2016: 20%) (30) (80)
----------------------------- ------------- -------------
Effects of:
----------------------------- ------------- -------------
Non-deductible expenses 11 43
----------------------------- ------------- -------------
Tax losses carried forward 19 37
----------------------------- ------------- -------------
Current tax charge for - -
the period
----------------------------- ------------- -------------
No liability to UK corporation tax arose on ordinary activities for the current period.
The company has estimated tax losses of GBP322,128 available for carry forward against future trading profits.
The tax losses have resulted in a deferred tax asset of approximately GBP64,000 (2016: GBP37,000) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.
8 Earnings per share
Year to Period
31 December from 19
2017 October
2015 to
31 December
2016
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 (GBP160,993) (GBP402,742)
to equity holders
of the company
Weighted average
number of ordinary
shares 132,400,000 70,108,868
Basic and diluted
loss per share (0.122p) (0.574p)
============= ==============
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 Other receivables
2017 2016
GBP'000 GBP'000
Unpaid share capital - 200
Other receivables 122 52
Prepayments 2 16
-------- --------
124 268
======== ========
Details of unpaid share capital are disclosed in note 13 to the financial statements.
11 Cash and cash equivalents
2017 2016
GBP'000 GBP'000
Cash at bank 69 99
-------- --------
69 99
======== ========
12 Trade and other payables
2017 2016
GBP'000 GBP'000
Trade payables 12 4
Accruals 11 32
-------- --------
23 36
======== ========
13 Share capital
2017 2016
GBP'000 GBP'000
Allotted, called up and fully
paid
132,400,000 Ordinary shares
of GBP0.001 each 132 132
-------- --------
132 132
======== ========
The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
The Company has issued Placing warrants to the Placees to subscribe at 1.5 pence per Ordinary share for up to 41,200,000 Ordinary shares each on the basis of one Placing warrant for every two Placing shares subscribed for by each Placee. The Placing warrants are unlisted and are exercisable up to the second anniversary of Admission in whole or in a minimum aggregate amount of 50,000 Placing warrants.
The Company has issued Founder warrants to James Longley and Charles Tatnall, to subscribe at 1.25 pence per Ordinary share for up to 10 million Ordinary shares each, they also hold placee warrants of 5 million each. The Founder warrants are unlisted and are exercisable up to the third anniversary of Admission in whole or in a minimum aggregate amount of 50,000 Founder warrants.
The Company has issued Broker warrants to JIM Nominees Limited to subscribe at the Placing Price for up to 10,300,000 Ordinary Shares. The Broker warrants are unlisted and are exercisable up to the fifth anniversary of Admission in whole or in a minimum aggregate amount of 50,000 Broker warrants.
14 Accumulated deficit
2017 2016
GBP'000 GBP'000
At start of period (403) -
Loss for the period (161) (403)
As at 31 December (564) (403)
======== ================
15 Contingent liabilities
The company has no contingent liabilities in respect of legal claims arising from the ordinary course of business.
16 Capital commitments
There was no capital expenditure contracted for at the end of the reporting period but not yet incurred.
17 Ultimate controlling party
As at 31 December 2017 the ultimate controlling parties of the Company are the Directors, Charles Tatnall and James Longley, who have a combined shareholding of more than 50% of the ordinary share capital of the company.
18 Events after the reporting period
There are no events after the reporting period.
19 Related party transactions
During the year ended 31 December 2017 the Directors received consultancy fees through the following companies:
2017
Fees 2016 Fees
Director Company paid paid
GBP GBP
James Longley
James Longley Limited 89,468 53,000
Charles
Tatnall Tatbels Limited 89,000 53,000
-------- -----------
178,468 106,000
======== ===========
During the year ended 31 December 2017 the Directors were paid fees which amounted to GBP120,000 as follows:
2017 2016
Fees Fees
Director paid paid
GBP GBP
James Longley 60,000 60,000
Charles Tatnall 60,000 60,000
-------- --------
120,000 120,000
======== ========
During the year ended 31 December 2017 the Company paid rent of GBP35,400 in respect of rental of offices. The head lease on these offices is owned by James Longley.
During the year ended 31 December 2017 the Company made a loan of GBP33,000 to Phestor Limited. James Longley resigned as director from Phestor Limited on 28 July 2017 before any loans were made. The foregoing loans to Phestor Limited were advanced to James Thorpe, director of Phestor Limited.
**ENDS**
For further information visit www.papillonholdingsplc.com or contact:
Charles Tatnall Papillon Holdings plc info@papillonholdingsplc.com
Financial Adviser
Jon Isaacs Alfred Henry Corporate Finance Limited jisaacs@alfredhenry.com
+44 (0) 20 7309 2242
Financial PR
St Brides Partners Limited isabel@stbridespartners.co.uk
Isabel de Salis +44 (0) 20 7236 1177
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR IMMFTMBIJBTP
(END) Dow Jones Newswires
April 30, 2018 12:46 ET (16:46 GMT)
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