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REDC Red Capital Plc

29.50
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Red Capital Plc LSE:REDC London Ordinary Share JE00BLB56J12 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 29.50 28.00 31.00 29.50 29.50 29.50 0.00 08:00:28
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Offices-holdng Companies,nec 0 -208k -0.0208 -14.18 2.95M

Red Capital PLC Interim Results (1009N)

21/09/2023 7:00am

UK Regulatory


Red Capital (LSE:REDC)
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TIDMREDC

RNS Number : 1009N

Red Capital PLC

21 September 2023

21 September 2023

RED CAPITAL PLC

Interim Report for the six months ended 30 June 2023

Red Capital Plc (LSE: REDC, "Red" or the "Company") announces its unaudited condensed interim results for the six month period to 30 June 2023.

Strategy

Red was established in 2021 to undertake one or more investment and / or acquisition opportunities of businesses operating within the UK or internationally across certain sectors.

The Company retains a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so.

The Company's strategic aim is to drive shareholder value through the acquisition of target companies in certain sectors where the Board believes there to be sustainable growth opportunities both organically, and through acquisition. Sectors of particular focus include business services and technology.

The Company is the parent company of Red Capital Subco Limited (a private limited company under the laws of Jersey with registered number 134741) and together will be referred to as the " Group " in these accounts.

Results and developments in the six month period to 30 June 2023

The Group's loss after taxation was GBP100,961 (six month period to 30 June 2022: loss of GBP96,510). This principally reflected operating expenses incurred as a listed business of GBP103,333 (six month period to 30 June 2022: GBP96,630).

The Group generated a loss per share of GBP0.01 (six month period to 30 June 2022: loss per share of GBP0.01).

As a result of tight cost control and moderate operating expenses, as at 30 June 2023, Red's cash balance was GBP489,186 (31 December 2022: GBP611,888).

On 20 June 2023, the Company held its Annual General Meeting in which all resolutions were unanimously passed.

Risks

As the Company has yet to complete an investment or acquisition, it has limited financial statements and / or historical financial data, and limited trading history. As such, the Group and Company during the period were subject to the risks and uncertainties associated with an early-stage acquisition company.

The Directors are of the opinion that these risks, which were detailed further in Red's published final results for the financial year ended 31 December 2022, remain applicable to the Group and Company.

Dividend

At this point in the Company's development, it does not anticipate declaring any dividends in the foreseeable future. Following the Company's inaugural investment or acquisition, the Directors will determine an appropriate dividend policy for Red.

Outlook

During the period, and post period end, Red has continued to pursue its investment and acquisition strategy and is currently assessing opportunities within its chosen sectors of interest. These include successful businesses with the potential for high growth that are seeking to partner with, and leverage the benefits of, the Board's experience and that of the wider Red team. The Directors look forward to updating shareholders in due course.

Statement of Directors' responsibilities

The Directors confirm that these condensed interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-- an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

   --      material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report. 

By order of the Board

David Williams

Chairman

20 September 2023

Enquiries :

 
 Tessera Investment Management 
  Limited 
 Tony Morris                      +44 (0) 7742 189145 
                                 -------------------- 
 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2023

 
                                                     Note   Six months ended   Six months ended 
                                                                30 June 2023       30 June 2022 
                                                                   Unaudited          Unaudited 
                                                                         GBP                GBP 
 Administrative expenses                                           (103,333)           (96,630) 
 
 Operating loss                                                    (103,333)           (96,630) 
 
 Interest receivable                                  5                2,372                120 
 
 Loss on ordinary activities before taxation                       (100,961)           (96,510) 
 
 Taxation charge                                                           -                  - 
 
 Loss and total comprehensive loss for the period                  (100,961)           (96,510) 
                                                           =================  ================= 
 
 
 Loss per share 
 Basic & diluted                 10    (GBP0.01)   (GBP0.01) 
                                      ==========  ========== 
 
 Loss attributable to: 
 Owners of the parent company          (100,961)    (96,510) 
 
 

The Group has no items of other comprehensive income in either the current or prior period. All activities in both the current and the prior period relate to continuing operations.

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2023

 
                                                               Note             As at               As at 
                                                                         30 June 2023    31 December 2022 
                                                                            Unaudited             Audited 
                                                                                  GBP                 GBP 
 Current assets 
 Cash and cash equivalents                                      8             489,186             611,888 
 Trade and other receivables                                    7               8,997               9,947 
 
 Total current assets                                                         498,183             621,835 
 
 Total assets                                                                 498,183             621,835 
 
 Current liabilities 
 Trade and other payables                                       9              30,086              53,561 
 
 Total current liabilities                                                     30,086              53,561 
 
 Total liabilities                                                             30,086              53,561 
 
 Total net assets                                                             468,097             568,274 
                                                                     ================  ================== 
 
 Equity 
 Share capital                                                  12            100,000             100,000 
 Share premium                                                  13            894,998             894,998 
 Capital redemption reserve                                     13                  2                   2 
 Share-based payment reserve                                    13              2,561               1,777 
 Retained deficit                                               13          (529,464)           (428,503) 
                                                                     ----------------  ------------------ 
 Total equity attributable to equity holders of the Company                   468,097             568,274 
                                                                     ================  ================== 
 

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2022 (Unaudited)

 
                                                       Share-based 
                                             Capital       payment 
                    Share       Share     redemption       reserve     Retained      Total 
                  capital     premium        reserve           GBP      deficit     Equity 
                      GBP         GBP            GBP                        GBP        GBP 
 Balance 
  as at 31 
  December 
  2021            100,000     894,998              2           210    (220,843)    774,367 
 Loss for 
  the period            -           -              -             -     (96,510)   (96,510) 
 Share-based 
  payment 
  charge                -           -              -           784            -        784 
               ----------  ----------  -------------  ------------  -----------  --------- 
 Balance 
  as at 30 
  June 2022       100,000     894,998              2           994    (317,353)    678,641 
               ==========  ==========  =============  ============  ===========  ========= 
 

For the six months ended 30 June 2023 (Unaudited)

 
                                                       Share-based 
                                             Capital       payment 
                    Share       Share     redemption       reserve     Retained       Total 
                  capital     premium        reserve           GBP      deficit      Equity 
                      GBP         GBP            GBP                        GBP         GBP 
 Balance 
  as at 31 
  December 
  2022            100,000     894,998              2         1,777    (428,503)     568,274 
 Loss for 
  the period            -           -              -             -    (100,961)   (100,961) 
 Share-based 
  payment 
  charge                -           -              -           784            -         784 
               ----------  ----------  -------------  ------------  -----------  ---------- 
 Balance 
  as at 30 
  June 2023       100,000     894,998              2         2,561    (529,464)     468,097 
               ==========  ==========  =============  ============  ===========  ========== 
 

The accompanying notes form part of these interim condensed consolidated financial statements.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2023

 
                                                      Six months ended 30 June              Six months ended 30 June 
                                                                          2023                                  2022 
                                                                     Unaudited                             Unaudited 
                                                                           GBP                                   GBP 
 
            Cash flows from 
            operating activities 
            Loss before income tax                                   (100,961)                              (96,510) 
            Adjustments for: 
            Share-based payment 
             charge                                                        784                                   784 
            Interest receivable                                        (2,372)                                 (120) 
            Interest received                                            1,397                                   120 
 
            Operating cash flows 
             before changes in 
             working capital                                         (101,152)                              (95,726) 
 
            Decrease/(increase) in 
             trade and other 
             receivables                                                 1,925                               (3,669) 
            Decrease in trade and 
             other payables                                           (23,475)                              (20,177) 
 
            Net cash used in 
             operating activities                                    (122,702)                             (119,572) 
 
            Cash and cash 
             equivalents at 
             beginning of period                                       611,888                               829,065 
 
            Cash and cash 
             equivalents at end of 
             period                                                    489,186                               709,493 
                                      ========================================  ==================================== 
 

The accompanying notes form part of these interim condensed consolidated financial statements.

NOTES TO THE GROUP FINANCIAL INFORMATION

   1.     General information 

The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded on the Main Market of the London Stock Exchange. The Company is the parent company of Red Capital Subco Limited (a private limited company under the laws of Jersey with registered number 134741).

The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.

The Group has been incorporated for the purpose of identifying suitable acquisition opportunities in accordance with the Group's investment and acquisition strategy with a view to creating shareholder value. The Group will retain a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so. This will include transactions with target companies located in the UK and internationally.

   2.     Basis of preparation 

These interim condensed consolidated financial statements and accompanying notes have neither been audited nor reviewed by the Company's auditor.

The unaudited interim financial statements in this report have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as adopted by the UK. The accounting policies adopted in the interim financial statements are consistent with those adopted in the Group's last annual report for the year ended 31 December 2022 with regards to the measurement and recognition of each type of asset, liability, income and expense presented. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

The interim condensed consolidated financial statements have been prepared on a going concern basis.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual report as at 31 December 2022, which is available on the Company's website.

These interim financial statements present selected explanatory notes to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since 31 December 2022.

The interim condensed consolidated financial statements are presented in GBP and rounded to the nearest GBP unless otherwise stated.

These interim condensed consolidated financial statements were approved by the Board of Directors on 20 September 2023.

Comparative figures

Comparative figures which have been presented cover the six month period ended 30 June 2022. The statement of financial position comparative figures are shown as at 31 December 2022.

Statutory accounts

Financial information contained in this document does not constitute statutory accounts within the meaning of the Companies (Jersey) Law 1991. The statutory accounts for the year ended 31 December 2022 have been filed with the Registrar of Companies. The report of the auditors on those statutory accounts was unqualified and did not draw attention to any matters by way of emphasis.

   3.     Significant accounting policies 

The interim condensed consolidated financial statements are based on the following policies which have been consistently applied:

Basis of consolidation

The interim condensed consolidated financial statements present the results of the Company and its subsidiaries (the "Group") as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.

Where the Group has control over a Company, it is classified as a subsidiary. The Group controls a company if all three of the following elements are present: power over the Company, exposure to variable returns from the Company, and the ability of the Group to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The interim condensed consolidated financial statements incorporate the results of business combinations using the acquisition method. In the interim consolidated statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The acquisition related costs are included in the consolidated statement of comprehensive income on an accruals basis. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained.

Functional and presentational currency

The Group's functional and presentational currency for these financial statements is the pound sterling.

Interest receivable

Interest receivable is recognised on a time-proportion basis using the effective interest rate method.

Employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity of three months or less from inception, held for meeting short term commitments.

Equity

Equity comprises of share capital, share premium, capital redemption reserve, share based payment reserve, and retained deficit.

Share capital is measured at the par value.

Share premium and retained deficit represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares was deducted from share premium.

The Capital redemption reserve is made up on amounts arising from the cancellation of the deferred shares.

Share-based payment reserve includes the cumulative share-based payment charged to equity.

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or equity respectively.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates and laws enacted or substantively enacted at the statement of financial position date.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates and laws enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised.

Financial assets and liabilities

The Group's financial assets and liabilities comprise of cash and cash equivalents, other receivables and accruals. Financial assets are stated at amortised cost less provision for expected credit losses. Financial liabilities are stated at amortised cost.

Share-based payments

The Group operates an equity-settled share-based payment plan. The fair value of the employee services received in exchange for the grant of options is recognised as an expense over the vesting period, based on the Group's estimate of awards that will eventually vest, with a corresponding increase in equity as a share-based payment reserve.

This plan includes market-based vesting conditions for which the fair value at grant date reflects and are therefore not subsequently revisited. The fair value is determined using a binomial model.

Warrants

Warrants issued as part of share issues have been determined as equity instruments under IAS 32. Since the fair value of the shares issued at the same time as the warrants is equal to the price paid, these warrants, by deduction, are considered to have been issued at fair value. No warrants have been exercised in the period or recognised in these interim consolidated financial statements. For further details of the warrants issued please refer to the Group's latest annual report at 31 December 2022.

Related party transactions

The Group discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with members of the same group that are wholly owned.

Standards in issue but not yet effective

At the date of authorisation of these financial statements there were amendments to standards which were in issue, but which were not yet effective, and which have not been applied. The principal ones were:

-- Amendment to IFRS 16 - Leases on sale and leaseback transaction (effective for annual periods beginning on or after 1 January 2024)

-- Amendments to IAS 1, Presentation of financial statements on classification of liabilities (effective date deferred until accounting periods starting not earlier than 1 January 2024)

The Directors do not expect the adoption of these amendments to standards to have a material impact on the financial statements.

   4.     Critical accounting estimates and judgments 

In preparing the interim condensed consolidated financial statements, the Directors have to make judgments on how to apply the Group's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the interim condensed consolidated financial statements.

   5.     Interest receivable 
 
                                                   Six months ended              Six months ended 30 June 2022 
                                                       30 June 2023                                  Unaudited 
                                                          Unaudited                                        GBP 
                                                                GBP 
            Bank interest receivable                          2,372                                        120 
                                       ============================  ========================================= 
 
   6.     Investments 

Principal subsidiary undertakings of the Group

The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:

 
 Subsidiary              Nature of business      Country of              Proportion of A         Proportion of B 
                                                 incorporation           ordinary shares held    ordinary shares held 
                                                                         by Company              by Company 
                        ----------------------  ----------------------  ---------------------- 
 Red Capital Subco       Intermediate holding    Jersey, Channel         100 per cent.           0 per cent. 
 Limited                 company                 Islands 
----------------------  ----------------------  ----------------------  ----------------------  ---------------------- 
 

The address of the registered office of Red Capital Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 31 March 2021 and prepares its own financial statements for the period ended 31 December each year.

The A ordinary shares have full voting rights, full rights to participate in a dividend and full rights to participate in a distribution of capital. The B ordinary shares have been issued pursuant to the Company's Subco Incentive Scheme and hold no voting or dividend rights or rights to distribution.

   7.     Trade and other receivables 
 
                                                      As at                          As at 
                                               30 June 2023               31 December 2022 
                                                  Unaudited                        Audited 
                                                        GBP                            GBP 
            Other receivables                           975                              - 
            Prepayments                               8,022                          9,947 
 
            Total                                     8,997                          9,947 
                                ===========================  ============================= 
 
   8.     Cash and cash equivalents 
 
                                                           As at                          As at 
                                                    30 June 2023               31 December 2022 
                                                       Unaudited                        Audited 
                                                             GBP                            GBP 
            Cash at bank and in hand                     489,186                        611,888 
                                       =========================  ============================= 
 
   9.     Trade and other payables 
 
                                           As at                          As at 
                                    30 June 2023               31 December 2022 
                                       Unaudited                        Audited 
                                             GBP                            GBP 
            Accruals                      30,086                         53,561 
                       =========================  ============================= 
 
   10.   Earnings per share 
 
                                          Six months      Six months 
                                               ended           ended 
                                        30 June 2023    30 June 2022 
                                           Unaudited       Unaudited 
                                                 GBP             GBP 
 Loss attributable to the equity 
  holders of the Company                   (100,961)        (96,510) 
 Weighted number of shares in issue       10,000,000      10,000,000 
                                      --------------  -------------- 
 Loss per share (GBP)                         (0.01)          (0.01) 
                                      ==============  ============== 
 
   11.   Financial instruments 
 
                                               As at                         As at 
                                        30 June 2023                   31 December 
                                           Unaudited                          2022 
                                                 GBP                       Audited 
                                                                               GBP 
 
 Financial assets 
 Cash and cash equivalents                   489,186                       611,888 
 Other receivables                               975                             - 
 
 Total                                       490,161                       611,888 
                             =======================  ============================ 
 
 
                                  As at               As at 
                           30 June 2023    31 December 2022 
                              Unaudited             Audited 
                                    GBP                 GBP 
 
 Financial liabilities 
 Accruals                        30,086              53,561 
                         ==============  ================== 
 

Financial risk management objectives and policies

The Group's financial assets and liabilities comprise of cash and cash equivalents, other receivables and accruals . The carrying value of all financial assets and liabilities equals fair value given their short-term nature.

Credit risk

The Group's credit risk is wholly attributable to its cash balance. All cash balances are held at a reputable bank in Jersey. The credit risk from its cash and cash equivalents is deemed to be low due to the nature and size of the balances held.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

The Group's approach to liquidity risk is to ensure that sufficient liquidity is available to meet foreseeable requirements and to invest funds securely and profitably.

   12.   Share capital 
 
                                                Allocated, called up and fully paid 
                                       As at           As at               As at               As at 
                                30 June 2023    30 June 2023    31 December 2022    31 December 2022 
                                   Unaudited       Unaudited             Audited             Audited 
                                      Number             GBP              Number                 GBP 
 Ordinary shares of 1p each       10,000,000         100,000          10,000,000             100,000 
                              ==============  ==============  ==================  ================== 
 
   13.   Reserves 

Share premium and retained deficit represent balances conventionally attributed to those descriptions. The transaction costs relating to the issue of shares was deducted from share premium.

The Capital redemption reserve is made up on amounts arising from the cancellation of the deferred shares.

Share-based payment reserve includes the cumulative share-based payment charged to equity.

The Group having no regulatory or similar requirements, its primary capital management focus is on maximising earnings per share and therefore shareholder return.

   14.   Share incentive plan 

On 12 November 2021, the Group created a Subco Incentive Scheme within its wholly owned subsidiary Red Capital Subco Limited ("Subco"). Under the terms of the Subco Incentive Scheme, scheme participants are only rewarded if a predetermined level of shareholder value is created over a three to five year period or upon a change of control of the Company or Subco (whichever occurs first), calculated on a formula basis by reference to the growth in market capitalisation of the Company, following adjustments for the issue of any new Ordinary shares and taking into account dividends and capital returns ("Shareholder Value"), realised by the exercise by the beneficiaries of a put option in respect of their shares in Subco and satisfied either in cash or by the issue of new ordinary shares at the election of the Company.

Under these arrangements in place, participants are entitled to up to 15 percent of the Shareholder Value created, subject to such Shareholder Value having increased by at least 12.5 percent per annum compounded over a period of between three and five years from admission or following a change of control of the Company or Subco.

   15.   Share-based payments 

The Subco Incentive Scheme detailed in Note 14 is an equity-settled share option plan which allows employees and advisors of the Group to sell their B shares to the Company in exchange for a cash payment or for shares in the Company (at the Company's election) if certain conditions are met.

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 per cent. compound per annual is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair value of the options.

The B share options have a weighted average contractual life of 3 years 4 months. No B share options were issued in the six months ended 30 June 2023 and all B share options remained outstanding at the period end. No B share options were exercised in the period. The weighted average exercise price of the outstanding 110,000 B share options is GBPNil.

The Group recognised GBP784 (six months ended 30 June 2022: GBP784) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the period.

The fair value of options granted during the period is determined by applying a binominal model. The expense is apportioned over the vesting period of the option and is based on the number which are expected to vest and the fair value of these options at the date of grant.

The inputs into the binomial model in respect of options granted in the period are as follows:

 
 Opening share price                              10.0p 
 Expected volatility of share price              16.67% 
 Expected life of options                       5 years 
 Risk-free rate                                   0.92% 
 Target increase in share price per annum         12.5% 
 Fair value of options                           7.152p 
 

Expected volatility was estimated by reference to the average 5-year volatility of the FTSE SmallCap Index.

The target increase in Shareholder Value is laid out in the Articles of Association of the Subco and represents the compounded target annual increase in market capitalisation (adjusted for capital raises and dividends) that needs to be met between the third and fifth anniversary of the Group's admission onto the Main Market of the London Stock Exchange in order for the scheme to vest.

The Group did not enter into any share-based payment transactions with parties other than employees and advisors during the current period.

   16.   Related party transactions 

On 1 November 2021, the Company entered into an arm's length strategic advisory agreement with Tessera Investment Management Limited, a Company which is a shareholder in the Company, pursuant to which Tessera has agreed to provide strategic and general corporate advice, and acquisition and capital raising transaction support services to the Company. Tessera was paid an initial transaction success fee of GBP50,000 (plus VAT) on admission for transaction management services provided to the Company in connection with admission and capital raising activities.

From admission, Tessera continues to provide strategic advisory services to the Company, including general corporate advice, and acquisition and capital raising transaction support, and is entitled to be paid a fixed monthly retainer fee of GBP5,000 (plus VAT) per month payable in arrears. A discretionary transaction success fee payable to Tessera may be agreed between the Company and Tessera with such payment payable on successful completion of an acquisition by the Company. As at 30 June 2023, Tessera was owed GBPNil (31 December 2022: GBP6,243) by the Company.

   17.   Contingent liabilities 

There are no contingent liabilities at the reporting date which would have a material impact on the financial statements.

   18.   Events after the reporting date 

There are no events subsequent to the reporting date which would have a material impact on the financial statements.

   19.   Ultimate controlling party 

In the opinion of the Directors, there is no single ultimate controlling party.

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