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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Safe Harbour Holdings Plc | LSE:SHH | London | Ordinary Share | JE00BF03FZ36 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 75.00 | 70.00 | 80.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMSHH
RNS Number : 8720M
Safe Harbour Holdings PLC
19 September 2019
19 September 2019
LEI number: 213800AU26HH5KXBS796
Safe Harbour Holdings plc
("Safe Harbour" or the "Company")
Interim Report for the six months ended 30 June 2019
London, 19 September 2019 - Safe Harbour Holdings plc announces its interim results for the six months ended 30 June 2019.
Safe Harbour aims to become a global leader in B2B distribution and/or business services, through a well-executed buy-and-build strategy. Safe Harbour intends to initially acquire a controlling stake in a platform asset of scale, which operates in a sector demonstrating a large addressable market opportunity, a steady growth outlook, and a high level of fragmentation allowing the deployment of a meaningful buy-and-build strategy to capitalise on economies of scale. As a team, we intend to draw upon our managerial and operational experience in consolidation and integration to drive business transformation to achieve attractive, long-term compounding returns for our shareholders.
Over the period, Safe Harbour generated a loss after taxation of GBP1.2 million, reflecting operating expenses and diligence costs incurred in the continued pursuit of its investment strategy. As at 30 June 2019, Safe Harbour held GBP25.6 million in cash.
Rodrigo Mascarenhas, Safe Harbour's Chief Executive Officer, commented: "During the period we reviewed, and continue to engage with, a number of potentially attractive assets. We are assessing a wide universe of assets across a number of sectors that we believe are commercially attractive. We remain committed to securing a compelling platform asset for Safe Harbour which meets our investment criteria and disciplined approach to valuation".
The Interim Report is also available on the Company's website at www.safeharbourplc.com
Enquiries:
Cenkos Securities plc (Nominated Adviser and Joint Broker)
Tel: +44(0)207 397 8900
Stephen Keys
Harry Hargreaves
Tulchan Communications (PR Adviser)
Tel: +44 20 7353 4200
Tom Murray
Suniti Chauhan
Matt Low
Amber Ahluwalia
Safe Harbour Holdings plc
Unaudited Interim Condensed Consolidated
For the six months ended 30 June 2019
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CHAIRMAN'S STATEMENT AND STRATEGIC REPORT
I am pleased to present to shareholders the Interim Condensed Consolidated Financial Statements of Safe Harbour Holdings plc (the "Company") for the six months ended 30 June 2019, consolidating the results of Safe Harbour Holdings plc, Safe Harbour Holdings UK Limited and Safe Harbour Holdings Jersey Limited (collectively, the "Group" or "Safe Harbour").
Strategy
Safe Harbour aims to become a global leader in B2B distribution and/or business services, through a well-executed buy-and-build strategy. As a team, we intend to draw upon our managerial and operational experience in consolidation and integration to drive business transformation to achieve attractive, long-term compounding returns for our shareholders.
Safe Harbour initially intends to acquire a controlling stake in a platform asset of scale, which operates in a sector demonstrating a large addressable market opportunity, a steady growth outlook, and a high level of fragmentation allowing the deployment of a meaningful buy-and-build strategy to capitalise on economies of scale. It is likely that this platform asset will have operations in the UK, Europe, or North America. We seek businesses that demonstrate stable operating performance and high cash flow conversion, and benefit from competitive barriers to entry. Safe Harbour's strategy remains to prioritise assets outside competitive auction processes and situations where the Directors believe Safe Harbour has a distinct advantage in acquiring the assets at attractive valuations.
We believe that the publicly-listed nature of our vehicle offers us flexibility in structuring transactions and allows us to unlock opportunities that may not otherwise be available to typical financial sponsors.
Results and Developments in the Period
The Group's loss after taxation for the six months to 30 June 2019 was GBP1,152,704 (30 June 2018: GBP1,166,892). In the six months to 30 June 2019, the Group incurred GBP1,252,697 (30 June 2018: GBP1,194,680) of administrative expenses, received interest of GBP99,993 (30 June 2018: GBP27,788) and at the period end held a cash balance of GBP25,650,272 (31 December 2018: GBP26,904,510).
In June 2019, we strengthened our executive management team with the appointment of James Brotherton as Chief Financial Officer and Executive Director. James joined Safe Harbour in June 2019 from Tyman plc, where he held the role of Chief Financial Officer for eight years, successfully consolidating multiple acquisitions across various geographies and end markets. James also brings a wealth of experience in capital markets, having previously been a Director of Investment Banking at Citi. We are delighted to welcome James to the team.
Dividend Policy
The Company has not yet acquired a trading business and the Directors therefore consider it inappropriate to make a forecast of the likely level of any future dividends. The Directors intend to determine the Company's dividend policy following completion of the Company's first acquisition and, in any event, will only commence the payment of dividends when it becomes commercially prudent to do so. There are no arrangements in place under which future dividends are to be waived or agreed to be waived.
Risks
The Directors have carried out a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity. There have been no changes to the principal risks described in the Group's annual consolidated financial statements for the year ended 31 December 2018. The Directors are of the opinion that the risks are applicable to the six month period to 30 June 2019, as well as the remaining six months of the financial year. Further detail in relation to the risks faced by the Group can be found on pages 13-15 of the Group Annual Report and Financial Statements for the year ended 31 December 2018, which is available on the Company's website.
Outlook
The Group remains committed to its strategy as an acquisition vehicle and continued to evaluate multiple assets in the period. While the Group reviewed a number of attractive assets, we remain firmly committed to seeking an asset that meets our strict investment criteria. We remain active in pursuing targets across our broad global mandate and remain confident about acquiring an attractive platform business for our shareholders.
Avril Palmer-Baunack Rodrigo Mascarenhas Chairman Chief Executive Officer 18 September 2019 18 September 2019
SAFE HARBOUR HOLDINGS PLC
Company number 123821
RESPONSIBILITY STATEMENT
Each of the Directors confirm that, to the best of their knowledge:
(a) these Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of Safe Harbour; and
(b) these Unaudited Interim Condensed Consolidated Financial Statements comply with the requirements of Rule 18 of the AIM Rules for Companies and Article 106 of the Companies (Jersey) Law 1991, as amended.
Neither the Company nor the Directors accept any liability to any person in relation to the interim financial report except to the extent that such liability could arise under applicable law.
Details on the Company's Board of Directors can be found on the Company website at www.safeharbourplc.com.
By order of the Board
Rodrigo Mascarenhas
Chief Executive Officer
18 September 2019
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Hot Features
Premium
Six months Six months
ended ended
30 June 30 June
2019 2018
Note Unaudited Unaudited
GBP GBP
Administrative expenses 5 (1,252,697) (1,194,680)
-------------- --------------
Operating loss (1,252,697) (1,194,680)
Finance income 6 99,993 27,788
-------------- --------------
Loss before income tax (1,152,704) (1,166,892)
Income tax - -
-------------- --------------
Loss for the period (1,152,704) (1,166,892)
Total other comprehensive - -
income
-------------- --------------
Total comprehensive loss for
the period, attributable to
owners of the parent (1,152,704) (1,166,892)
============== ==============
Loss per ordinary share
Basic and diluted loss per
share attributable to ordinary
equity holders of the parent 7 (0.0423) (0.0595)
The Group's activities derive from continuing operations.
The notes on pages 9 to 14 form an integral part of these condensed consolidated financial statements.
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
30 June 31 December
2019 2018
Note Unaudited Audited
GBP GBP
Assets
Non-current assets
Property, plant and equipment 2,817 1,302
------------ -------------
Total non-current assets 2,817 1,302
Current assets
Other receivables 9 158,788 73,454
Cash and cash equivalents 25,650,272 26,904,510
Total current assets 25,809,060 26,977,964
Total assets 25,811,877 26,979,266
============ =============
Equity and liabilities
Equity
Stated capital 11 31,447,419 31,447,419
Share-based payment reserve 93,986 88,069
Accumulated losses (6,014,680) (4,861,976)
------------ -------------
Total equity 25,526,725 26,673,512
Current liabilities
Trade and other payables 10 285,152 305,754
------------ -------------
285,152 305,754
Total equity and liabilities 25,811,877 26,979,266
============ =============
The notes on pages 9 to 14 form an integral part of these condensed consolidated financial statements.
The financial statements were approved by the Board of Directors on 18 September 2019 and were signed on its behalf by:
Rodrigo Mascarenhas Avril Palmer-Baunack Chief Executive Officer Chairman
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share-
based
Stated payment Accumulated Total
capital reserve losses equity
------------------ --------------- ------------------- -------------
GBP GBP GBP GBP
Balance as at 1
January
2019 31,447,419 88,069 (4,861,976) 26,673,512
Loss for the period - - (1,152,704) (1,152,704)
Share-based payments - 5,917 - 5,917
------------------ --------------- ------------------- -------------
Balance as at 30
June 2019 (unaudited) 31,447,419 93,986 (6,014,680) 25,526,725
================== =============== =================== =============
Share-
based
Stated payment Accumulated Total
capital reserve losses equity
--------------- ----------------- -------------------- -------------
GBP GBP GBP GBP
Balance as at 1
January 2018 10,000,003 78,784 (2,537,970) 7,540,817
Loss for the period - - (1,166,892) (1,166,892)
Issue of ordinary
shares 22,699,998 - - 22,699,998
Share issue costs (1,254,480) - - (1,254,480)
Share-based payments - 5,145 - 5,145
--------------- ----------------- -------------------- -------------
Balance as at 30
June 2018 (unaudited) 31,445,521 83,929 (3,704,862) 27,824,588
=============== ================= ==================== =============
The notes on pages 9 to 14 form an integral part of these condensed consolidated financial statements.
SAFE HARBOUR HOLDINGS PLC
Company number 123821
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months Six months
to 30 June to 30 June
2019 2018
Note Unaudited Unaudited
------------ ------------
GBP GBP
Operating activities
Loss before income tax (1,152,704) (1,166,892)
Adjustments to reconcile loss before
income tax to net cash flows:
Finance income 6 (99,993) (27,788)
Depreciation expense 518 438
Share-based payment expense 5,917 4,140
Working capital adjustments:
(Increase)/decrease in trade and
other receivables 9 (85,334) 77,677
Decrease in trade and other payables(1) 10 (29,965) (34,941)
Interest received 6 99,993 27,788
Net cash used in operating activities (1,261,568) (1,119,578)
Investing activities
Purchase of office equipment (2,438) -
-
Proceeds from sale of office equipment 405 -
------------ ------------
Net cash flows used in investing (2,033) -
activities
Financing activities
Proceeds from issue of share capital - 22,699,998
Share issue costs - (1,254,480)
Proceeds from issue of incentive
shares 9,363 2,211
------------ ------------
Net cash flows generated from financing
activities 9,363 21,447,729
Net (decrease)/increase in cash
and cash equivalents (1,254,238) 20,328,151
Cash and cash equivalents at beginning
of the period 26,904,510 7,787,775
------------ ------------
Cash and cash equivalents at the
end of the period 25,650,272 28,115,926
============ ============
The notes on pages 9 to 14 form an integral part of these condensed consolidated financial statements.
(1) GBP9,363 (2018: GBP1,206) represents proceeds from issue of A1 and A3 Shares that are classified in trade & other payables in the Statement of Financial
Position and as proceeds from the issue of incentive shares in the Statement of Cash Flows.
SAFE HARBOUR HOLDINGS PLC
Company number 123821
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Safe Harbour Holdings plc (the "Company") is an investing company for the purposes of the AIM Rules for Companies ("AIM Rules"), is incorporated in Jersey and domiciled in the United Kingdom (company number: 123821). It is a public limited company and the address of the registered office is One Waverley Place, Union Street, St Helier, Jersey, JE1 1AX, with a UK establishment address of 11 Buckingham Street, London, WC2N 6DF. The Company is the parent company of Safe Harbour Holdings UK Limited (company number: 10348545) ("SHHUK") and Safe Harbour Holdings Jersey Limited (company number: 121981) ("SHHJL"), (collectively, the "Group"). The activity of the Company is the acquisition and subsequent development of assets engaged in business-to-business distribution and/or business services.
2. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES (a) Basis of preparation
These Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2019 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union and the AIM Rules. The Interim Report does not include all the notes of the type normally included in an annual financial report. Accordingly, this Report is to be read in conjunction with the annual financial statements for the year ended 31 December 2018, which have been prepared in accordance with IFRS as adopted by the European Union.
These Interim Condensed Consolidated Financial Statements do not comprise statutory accounts within the meaning of Article 105 of the Companies (Jersey) Law 1991, as amended. Statutory accounts, which are available on the Company's website, www.safeharbourplc.com, for the year ended 31 December 2018, were approved by the Board of Directors on 11 June 2019 and delivered to the Registrar of Companies.
(b) Going concern
The Interim Condensed Consolidated Financial Statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due within the next 12 months.
(c) New standards and amendments to International Financial Reporting Standards
Standards, amendments and interpretation effective and adopted by the Group:
The accounting policies adopted in the preparation of these Interim Consolidated Financial Statements are consistent with those followed in the preparation of the Group's audited consolidated financial statements for the year ended 31 December 2018, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, updated to adopt those standards which became effective for periods starting on or before 1 January 2018.
Standards issued but not yet effective:
The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not expected that these standards will have a material impact on the Group.
Standard Effective
date
Amendments to IFRS Business combinations 1 January
3 2020
Amendments to IAS Definition of material 1 January
1 & IAS 8 2020
IFRS 17 Insurance Contracts 1 January
2021
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Condensed Consolidated Financial Statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements 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. Actual results may differ from these estimates.
There are significant estimates and assumptions used in the valuation of the incentive shares. Management has considered, at the grant date, the probability of a successful first acquisition by the Company and the potential range of value for the incentive shares, based on the circumstances on the grant date. The fair value of the incentive shares and related share-based payments were calculated using a Monte Carlo valuation model.
For the period and at the period end, the Directors do not consider that they have made any other significant estimates, judgements or assumptions that would materially affect the balances and results reported in these financial statements.
4. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating decision-maker. As the Group had not yet made an acquisition as at 30 June 2019, the Group is organised and operates as one segment.
5. EXPENSES BY NATURE
Six months Six months
ended ended
30 June 30 June
2019 2018
GBP GBP
Group expenses by nature
Staff related costs 483,022 473,780
Office costs 35,723 31,922
Legal & professional fees 647,689 591,413
Other expenses 86,263 97,565
----------- -----------
1,252,697 1,194,680
=========== ===========
6. FINANCE INCOME
Six months Six months
ended ended
30 June 30 June
2019 2018
GBP GBP
Interest on bank deposits 99,993 27,788
----------- -----------
99,993 27,788
=========== ===========
7. LOSS PER ORDINARY SHARE
Basic earnings per ordinary share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Incentive shares have not been included in the calculation of diluted earnings per share because they are anti-dilutive for the periods presented.
Six months Six months
ended ended
30 June 30 June
2019 2018
GBP GBP
Group
Loss attributable to the owners
of the parent (1,152,704) (1,166,892)
Weighted average number of ordinary
shares in issue 27,250,001 19,620,628
Basic and diluted loss per share (0.0423) (0.0595)
8. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:
Subsidiary Proportion Proportion
of ordinary of ordinary
Nature of Country shares held shares
business of incorporation by Company held by
the Group
Safe Harbour Holdings Dormant
UK Limited vehicle England 100% 100%
Safe Harbour Holdings Incentive
Jersey Limited vehicle Jersey 99.97% 100%
There are no restrictions on the Company's ability to access or use the assets and settle the liabilities of the Company's subsidiaries.
9. OTHER RECEIVABLES
All receivables are current. There is no material difference between the book value and the fair value of receivables.
Six months Year to
ended 31 December
30 June 2018
2019
GBP GBP
Amounts falling due within one
year
Other receivables 109,378 42,040
Prepayments 49,410 31,414
158,788 73,454
=========== =============
10. TRADE AND OTHER PAYABLES
Six months Year to
ended 31 December
30 June 2018
2019
GBP GBP
Trade payables 90,751 115,631
Accruals 132,287 151,563
Other tax and national insurance
payable 43,949 29,755
Other creditors 18,165 8,805
----------- -------------
285,152 305,754
=========== =============
There is no material difference between the book value and the fair value of the trade and other payables.
11. STATED CAPITAL
Six months Year to
ended 31 December
30 June 2018
2019
GBP GBP
Issued and fully paid
27,250,001 ordinary shares of no par
value issued at GBP1.20 each 32,700,001 32,700,001
Share issue costs (1,252,582) (1,252,582)
------------ -------------
31,447,419 31,447,419
============ =============
All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at general meetings of the Company.
12. RESERVES
The following describes the nature and purpose of each reserve within shareholders' equity:
Share-based payment reserve
The share-based payment reserve is the cumulative amount recognised in relation to the equity settled share-based payment scheme.
Retained deficit
Cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income.
13. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments at the period end:
Six months Year to
ended 31 December
30 June 2018
2019
GBP GBP
Financial assets measured at
amortised cost
Cash and cash equivalents 25,650,272 26,904,510
25,650,272 26,904,510
=========== =============
Financial liabilities measured
at amortised cost
Trade payables 90,751 115,631
Accruals 132,287 151,563
----------- -------------
223,038 267,194
=========== =============
The fair value and book value of the financial assets and liabilities are equal.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates.
14. RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.
Mark Brangstrup Watts and James Corsellis are managing partners of Marwyn Capital LLP which provides corporate finance advice and various office and finance support services to the Company. During the period Marwyn Capital LLP was paid a total of GBP375,074 (30 June 2018: GBP477,717) (net of VAT as applicable). Marwyn Capital LLP was owed an amount of GBP62,647 (30 June 2018: GBPnil) at the balance sheet date.
Mark Brangstrup Watts and James Corsellis are managing partners of Marwyn Investment Management LLP which incurred costs on behalf of the Group which it recharged. During the period Marwyn Investment Management LLP charged GBP10,930 (30 June 2018: GBP767) in respect of recharged costs and was owed GBP8,216 (30 June 2018: GBPnil) at the balance sheet date.
Mark Brangstrup Watts and James Corsellis are the ultimate beneficial owners of Marwyn Partners Limited which incurred costs on behalf of the Group which it recharged. During the period Marwyn Partners Limited charged GBP5,893 (30 June 2018: GBP4,738) in respect of recharged costs and was owed GBP1,549 (30 June 2018: GBPnil) at the balance sheet date.
Mark Brangstrup Watts and James Corsellis are the ultimate beneficial owners of Axio Capital Solutions Limited which provides company secretarial, administrative and accounting services to the Group. During the period Axio Capital Solutions Limited charged GBP157,614 (30 June 2018: GBP126,696) in respect of services supplied. Axio Capital Solutions Limited was owed an amount of GBP26,105 (30 June 2018: GBP25,000) at the balance sheet date.
15. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 30 June 2019 that require disclosure or adjustment in these financial statements.
16. POST BALANCE SHEET EVENTS
There have been no material post balance sheet events that would require disclosure or adjustment to these financial statements.
SAFE HARBOUR HOLDINGS PLC
ADVISERS
Corporate Finance Adviser Company Secretary and Administrator
Marwyn Capital LLP Axio Capital Solutions Limited
11 Buckingham Street One Waverley Place, Union Street,
London, WC2N 6DF St Helier,
Jersey, JE1 1AX
Principal Bankers Solicitors to the Company (Jersey
Barclays Bank plc Law)
1 Churchill Place Ogier
London, E14 5HP 44 Esplanade, St Helier
Jersey, JE4 9WG
Solicitors to the Company (English
and UK Law) Registrars
Covington & Burling LLP Link Market Services (Jersey)
265 Strand Limited
London, WC2R 1BH 12 Castle Street, St Helier
Jersey, JE2 3RT
Independent Auditors
PricewaterhouseCoopers LLP Public Relations Adviser
1 Embankment Place Tulchan Communications Group
London, WC2N 6RH 85 Fleet Street
London, EC4Y 1AE
Nominated Adviser
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London, EC2R 7AS
Telephone: 020 7397 8900
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR LLFVRARITLIA
(END) Dow Jones Newswires
September 19, 2019 02:00 ET (06:00 GMT)
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