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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Starcrest Education Limited | LSE:OBOR | London | Ordinary Share | KYG843791099 | ORD 1P (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 50.50 | 1.00 | 100.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 0 | -1.39M | -0.0645 | -7.83 | 10.89M |
From Apr 2019 to Apr 2024
TIDMOBOR
RNS Number : 4232J
Starcrest Education The Belt & Road
09 April 2020
9 April 2020
Starcrest Education The Belt & Road Limited
("Starcrest" or the "Company" or the "Group")
Final Results
Starcrest Education The Belt & Road Limited (LSE: OBOR), the international developer and operator of education services in Europe, is pleased to announce its audited final results for the period ended 31 December 2019.
Highlights
-- Cash balance of GBP2,787,046 as at 31 December 2019 -- Loss before tax of GBP1,216,746 for the period ended 31 December 2019
-- In September 2019, the Company signed a non-legally binding heads of terms to acquire sixty per cent. of the issued share capital of The London School of Science and Technology Limited (the "Proposed Transaction")
-- Annual General Meeting held in May 2019 -- First Board meeting held in Guizhou, China in March 2019
-- Raised equity of approximately GBP4.1 million (net proceeds of approximately GBP3.6 million) via a Subscription and successful admission to trading on the London Stock Exchange's Main Market on 31 January 2019.
John McLean OBE, Non-Executive Chairman, commented:
"I am delighted to announce Starcrest's final results for the period ended 31 December 2019 .
"Starcest has made significant steps since its listing in January 2019; most notably, in September 2019, we announced our first acquisition target, The London School of Science and Technology Limited, which is in line with the Group's strategy. If successful, we believe that, given its vast network of contacts and experience across the education sector and in capital markets, the Group is well placed to add value to the acquired business and subsequently to the Company's shareholders. We look forward to updating the market in due course.
"The Board believes that there remains significant potential for long-term growth within the international education sector, particularly for institutions in Europe offering the International Baccalaureate programme. As such, we intend to continue searching for other acquisition targets that meet the Board's criteria.
"Throughout the period, we have continued to sponsor the UK-China Charity Initiative, launched by The Lord Mayor's Appeal and China Chamber of Commerce in the UK to raise funds for the LMA's charities in the UK and CCCUK poverty alleviation projects in China. In February 2020, we also supported the "China-UK United We Stand" event, hosted by the CCCUK and the City of London, for the mutual collaboration and support against the COVID-19 outbreak.
"2020 is set to be a transitional year for the Group, and we look forward to updating shareholders on our progress."
- Ends -
Enquiries:
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Starcrest Education The Belt & Road Limited
John McLean OBE, Non-Executive Chairman +44 (0) 7768 031454
Allenby Capital Limited (Financial Adviser
and Broker) +44 (0) 20 3328
John Depasquale / Nicholas Chambers 5657
Yellow Jersey PR (Financial PR)
Sarah Hollins +44 (0) 7764 947137
Henry Wilkinson +44 (0) 7951 402336
Notes to editors:
Starcrest is an international developer and operator of education services in Europe. The newly formed entity has been established to seek acquisition opportunities in the international education sector.
The Company intends to capture opportunities arising from the 'One Belt, One Road' ("OBOR") initiative, a foreign policy and economic strategy of the Chinese Government. The term derives from the Silk Road, the ancient trade route, and encompasses the overland 'Silk Road Economic Belt' and the '21st-Century Maritime Silk Road,' concepts introduced by Chinese President Mr Xi Jinping in 2013. These are the two major axes along which China proposes to economically link Europe to China through countries across Eurasia and the Indian Ocean. The OBOR initiative also links to Africa and Oceania.
Starcrest listed on the Main Market of the London Stock Exchange on 31 January 2019 under the ticker symbol (LSE: OBOR). Further information can be found on the Company's website at https://www.starcresteducation.com
Chairman's Statement
Introduction
I am pleased to report the final results for the year ended 31 December 2019; the full year results since Starcrest Education The Belt & Road Limited (the Company) was successfully admitted to trading on the London Stock Exchange's Main Market on 31 January 2019. The Company, together with its subsidiaries form the Group or "Starcrest".
As announced upon admission to trading, Starcrest's strategic objective has been to provide innovative solutions that add value to students, employees and the wider society in One Belt One Road (OBOR) countries.
As per the Group's strategy, we have been proactively seeking relevant acquisition opportunities that fit with the Group's search criteria and that offer attractive growth potential. As a result, on 18 September 2019, Starcrest was pleased to announce the signing of the non-legally binding Heads of Terms to acquire sixty per cent. of the issued share capital of London School of Science and Technology Limited (LSST). We believe that LSST provides a valuable opportunity for Starcrest and its shareholders.
The Company is unable to provide further information at this stage about the terms of the Proposed Transaction. We are in the process of our Due Diligence, as soon as we are able to provide an update, we will do so.
As announced in the Company's interim results, released in September 2019, we can confirm that, during the period, Starcrest successfully became a member of the Quoted Companies Alliance (QCA), the independent membership organisation that champions the interests of small to mid-size quoted companies.
Prior to and since the Company's admission, Starcrest has continued in its support of UK-China relations. Throughout the period, we continued to sponsor the UK-China Charity Initiative, launched by The Lord Mayor's Appeal and China Chamber of Commerce in the UK to raise funds for the LMA's charities in the UK and CCCUK poverty alleviation projects in China. Post period, in February 2020, we also supported the "China-UK United We Stand" event, hosted by the CCCUK and the City of London, for the mutual collaboration and support against the COVID-19 outbreak.
Results and Trading
As of 31 December 2019, the Group had cash balances of GBP2,787,046. Loss before tax for the period ended 31 December 2019 was GBP1,216,746.
The majority of the losses reported in this period, representing approximately GBP0.8m are attributed to professional fees and associated costs relating to the listing on 31 January 2019 and funds invested in legal and financial due diligence relating to the Proposed Transaction.
Since the year-end, the Group can confirm that trading has remained in line with the Board's expectations.
Working Capital
Since the year-end, the Group has opened a bank account in the UK and has transferred a significant proportion of the funds held in its Singapore bank account to the UK bank. As at 31 March 2020, funds held at our banks was GBP2,588,046.
The Board has reviewed its cash flows for the next 12 months on a stand-alone basis, having taken into account current overheads and projected costs associated with the due diligence on the Proposed Transaction. The Board is satisfied that the Group has sufficient funds for the next 12 months.
Strategy and COVID-19
The Group continues to seek acquisition targets across Europe, which will add value and support this strategy. The Directors look forward to updating the market with our overall progress.
In light of developments regarding COVID-19, which the World Health Organisation (WHO) announced as a pandemic, the wellbeing of our staff remains our ultimate priority. Following Government advice, in order to ensure the health and safety of all employees, all of the Company's personnel are now working from home as the Company's range of corporate activities, notably progressing the Proposed Transaction, continues. This will remain the case until we are confident that all employees can safely return to working as we were prior to the COVID-19 outbreak.
As a direct result of the virus, we have already seen a monumental shift in the education sector towards online, remote learning. The Board believes this trend will continue even after the virus has been properly dealt with, and believes that its strategy and search criteria for acquisition targets is in-line with this growing trend.
Summary and Outlook
The Board remains of the belief that Starcrest is well placed and has adopted the right strategy to capitalise on the enormous potential of the Chinese education sector and the opportunities arising from China's OBOR initiative.
Starcrest still intends to hold our Annual General Meeting in May 2020, however, we will consider alternative methods of hosting the event to remain in accordance with Government advice regarding social distancing. We will update shareholders as developments materialise.
The Board will continue to prioritise the safeguarding of all employees during this difficult time, and we look forward to updating existing and prospective investors with our progress regarding the Proposed Transaction and other corporate news in due course.
John McLean OBE
Non-Executive Chairman
8 April 2020
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2019
Note Year Ended Period Ended
31 December 31 December
2019 2018
GBP GBP
Administrative expenses (1,214,374) (189,698)
----------------- --------------
Operating loss 10 (1,214,374) (189,698)
Finance expense (2,372) -
(1,2 16 , 746
Loss before taxation ) (189,698)
Taxation 13 - -
----------------- --------------
(1,2 16 , 746
Loss for the year/period ) (189,698)
Other comprehensive loss
Exchange loss arising
on translation to presentation (113,428) -
currency
----------------- --------------
Total comprehensive loss (1,3 30 , 174
for the period ) (189,698)
----------------- --------------
Loss per share - basic
and diluted (pence per
share) 14 ( 6 ) (319)
----------------- --------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
31 December 31 December
2019 2018
Note GBP GBP
------------------------------------- ------ --------------- --- --------------
Assets
Non-current assets
Right-of-use assets 15 70,197 -
Total non-current assets 70,197 -
Current assets
Cash and cash equivalents 17 2,787,046 4,020,320
Trade and other receivables 14,600 -
--------------- --------------
Total current assets 2,801,646 4,020,320
--------------- --------------
Total assets 2,871,843 4,020,320
=============== ==============
Equity and liabilities
Capital and reserves attributable
to owners of the company
Share capital 19 215,600 8,000
Share premium 20 3,454,364 -
Other reserve 21 - 3,773,141
Retained earnings (1,406,444) (189,698)
Foreign exchange reserves (113,428) -
--------------- --------------
Total equity 2,150,092 3,591,443
Liabilities
Current liabilities
Trade and other payables 18 658,822 428,877
Lease liability 15 62,929 -
--------------- --------------
Total current liabilities 721,751 428,877
Total equity and liabilities 2,871,843 4,020,320
=============== ==============
These financial statements were approved by the Board of Directors for issue on 8 April 2020 and signed on behalf by:
John McLean OBE
Non-Executive Chairman
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2019
Foreign exchange
Share Share Other Retained reserves Total
capital premium Reserve earnings equity
Note GBP GBP GBP GBP GBP GBP
---------------- ------ ----------- ----------- ------------- ------------- ------------------ -------------
Balance at 01
January
2019 8,000 - 3,773,141 (189,698) - 3,591,443
Shares issued 19 207,600 - (207,600) - - -
Transferred
from
other reserves
to
share premium 20 - 3,565,541 (3,565,541) - - -
Transactions
costs
deducted from
equity 20 - (111,177) - - - (111,177)
Loss for the - - - (1,216,746) * (1,216,746)
year
Other
comprehensive
loss for the
year - - - - ( 113,428) ( 113,428)
----------- ----------- ------------- ------------- ------------------ -------------
Balance at 31
December
2019 215,600 3,454,364 - (1,406,444) (113,428) 2,150,092
----------- ----------- ------------- ------------- ---------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2018
Share Other Reserve Retained Total
capital earnings equity
Note GBP GBP GBP GBP
------------------------------ ------ ----------- ----------------- ------------ -----------
Issue of shares on
incorporation on
23 May 2018 19 7,519 - - 7,519
Repurchase and cancellation
of the issued ordinary
share capital 19 ( 7,519) - - ( 7,519)
Proceeds from shares
issued 19 8,000 - - 8,000
Consideration for
shares to be issued 21 - 4,064,363 - 4,064,363
Transaction costs
deducted from equity 20 - (291,222) - (291,222)
Total comprehensive
loss for the financial
period - - (189,698) (189,698)
----------- ----------------- ------------ -----------
Balance at 31 December
2018 8,000 3,773,141 (189,698) 3,591,443
----------- ----------------- ------------ -----------
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2019
Year Ended Period Ended
31 December 31 December
2019 2018
GBP GBP
------------------------------------------ -------------- ---- ---- --------------
Cash flows from operating activities
Loss for the year/period (1,216,746) (189,698)
Depreciation 88,531 -
Finance cost 2,372 -
Increase in payables 281,377 185,757
-------------- --------------
Net cash used in operating activities (844,466) (3,941)
-------------- --------------
Cash flows from financing activities
Proceeds from issue of ordinary
shares - 8,000
Proceeds from ordinary shares to
be issued - 4,064,363
Expenses paid on share issue (174,837) (48,102)
Principal paid on lease liabilities (98,171) -
Interest paid on lease liabilities (2,372) -
-------------- --------------
Net cash (used)/generated from
financing activities (275,380) 4,024,261
-------------- --------------
Net (decrease)/increase in cash (1,119,846) 4,020,320
and cash equivalents
Cash and cash equivalents at beginning
of the financial period 4,020,320 -
Exchange losses on cash and cash (113,428) -
equivalents
-------------- --------------
Cash and cash equivalents at end
of financial period 2,787,046 4,020,320
============== ==============
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
1. GENERAL INFORMATION
Starcrest Education The Belt & Road Limited ("the Company") was incorporated and registered in the Cayman Islands as a private company limited by shares on 23 May 2018 under the Companies Law (as revised) of The Cayman Islands, with the name Starcrest Education The Belt & Road Limited, and registered number 337619.
The Company's registered office is located at Cricket Square, Hutchins Drive PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.
These financial statements are presented for the 12 month period from 1 January 2019 to 31 December 2019 so are not directly comparable to the comparative period of 7 months from 23 May 2018 to 31 December 2018.
2. PRINCIPAL ACTIVITIES
The principal activity of the Group is to seek education related acquisition opportunities in Europe.
3. RECENT ACCOUNTING PRONOUNCEMENTS (a) New interpretations and revised standards effective for the year ended 31 December 2019
The Group has applied the same accounting policies and methods of computation as used in its 2018 accounts, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2019, and have been adopted in the 2019 annual financial statements. New standards impacting the Group that have been adopted in the annual financial statements for the year ended 31 December 2019, and which have given rise to changes in the Group's accounting policies are:
i. IFRS 16 Leases
Effective 1 January 2019, IFRS 16 has replaced IAS 17 Leases and IFRIC 4 Determining whether an Arrangement Contains a Lease.
IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, together with options to exclude leases where the lease term is 12 months or less, or where the underlying asset is of low value. On 1 January 2019 the Group had no leases (2018: none) so there was no impact on transition to IFRS 16. See Note 5.6 for lease accounting policies.
The lease liabilities were measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate.
(b) Standards and interpretations in issue but not yet effective
There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective in future accounting periods that the Group has decided not to adopt early. The most significant of these are as follows, which are all effective for the period beginning 1 January 2020:
-- IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Definition of Material)
-- IFRS 3 Business Combinations (Amendment - Definition of Material) -- Revised Conceptual Framework for Financial Reporting
The Directors do not believe these standards and interpretations will have a material impact on the financial statements once adopted.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
4. BASIS OF PREPARATION
The consolidated financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and prepared under the historic cost convention.
The consolidated financial statements include the audited financial statements for the Company for the year ended 31 December 2019 and its subsidiary companies (See Note 16 ).
The Group's functional currency is USD. The Company listed its shares on the Main market of the London Stock Exchange on 31 January 2019 (See Note 19). The directors have decided to present the financial information in Pounds Sterling (GBP), which is the Company's presentation currency, as the Company is listed in the UK.
These financial statements have been prepared on a going concern basis. The Directors consider that, having reviewed current cash flow forecasts on a stand-alone basis (i.e. excluding the Proposed Transaction), having taken into account current overheads and projected costs associated with the due diligence on the Proposed Transaction and including specific consideration of the potential risks associated with COVID-19, they have a reasonable expectation the Group has adequate resources to continue its operations for the foreseeable future.
5. SIGNIFICANT ACCOUNTING POLICIES 5.1 Foreign currency translation
Transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Results at 31 December 2019 are translated into the presentation currency. Assets and liabilities are translated at the closing rate while income and expenses are translated at exchange rates at the dates of the transactions. Differences arising are recognised in Other Comprehensive Income in the period in which they arise.
5.2 Financial instruments
A financial asset or a financial liability is recognised only when the Group becomes a party to the contractual provisions of the instrument.
Financial instruments are initially recognised at the transaction price as this represents fair value, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest.
Financial assets
Financial assets are initially recognised at fair value, less transaction costs. Subsequent to initial recognition, they are recorded at amortised cost.
Financial liabilities
Financial liabilities are initially recognised at fair value less transaction costs. Subsequent to initial recognition, they are recorded at amortised cost.
5.3 Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares or options in relation to ordinary shares are shown in equity as a deduction, net of taxation, from the proceeds.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
5. SIGNIFICANT ACCOUNTING POLICIES (Continued) 5.4 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with banks and other short term highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
5.5 Earnings per share
Basic earnings per share is computed using the weighted average number of shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares during the period plus the dilutive effect of dilutive potential ordinary shares outstanding during the year.
5.6 Leases
During the year the Group has recognised a right-of-use asset measured at an amount equal to the lease liability, in relation to leased office space. The lease liability is measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate at date of lease commencement. Lease modifications are accounted for at the effective date of the lease modification.
6. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
The Directors have applied judgement in determining the appropriate split of professional costs incurred in connection with the listing between profit or loss and equity. The Directors have made this assessment based on the proportion of shares in issue before and after the listing.
The Directors have applied judgement in determining the incremental borrowing rate, which is the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions. The rate is used to measure lease liabilities by discounting the present value of future lease payments (See Note 15).
7. FINANCIAL RISK MANAGEMENT
The Group has exposure to liquidity risk, foreign currency risk and capital risks from its use of financial instruments. Credit, interest rate and market risks are not considered to be material to the Group. The Group is not subject to any external imposed capital requirements.
The Group's financial instruments consist mainly of cash and accounts payable.
a) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group's financial liabilities comprise amounts due to the parent company, lease liabilities and accruals. The Group's financial assets comprise cash and cash equivalents.
The Group has sufficient cash to meet their liabilities as they fall due.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
7. FINANCIAL RISK MANAGEMENT (Continued) b) Foreign currency risk (Continued)
The Group's operations expose it primarily to the financial risks of variations in foreign currency exchange rates. The Group undertakes transactions denominated in currencies which are different to its presentation currency. Consequently, the Group's financial performance is affected by exchange rate fluctuations.
The impact of exchange rate fluctuations that are recognised through other comprehensive income are those that arise on translation from functional to presentation currency. The carrying amounts of the balances and transactions denominated in a currency other than the Group's presentation currency are as follows:
2019 United States Dollar RMB
C ash at bank 2,787,046 -
Amounts due to the parent company - (162,115)
-------------------------------- ---------------
Total 2,787,046 (162,115)
================================ ===============
2018 United States Dollar RMB
C ash at bank 4,020,320 -
Amounts due to the parent company (26,636) (170,637)
-------------------------------- ---------------
Total 3,993,684 (170,637)
================================ ===============
A ten percent strengthening of GBP (GBP) against the following currencies at 31 December would have (decreased)/increased reported equity and other comprehensive income by the following amounts:
2019
Other comprehensive income Equity
United States Dollar (253,368) (253,368)
RMB 14,738 14,738
2018
Other comprehensive income Equity
United States Dollar (363,062) (363,062)
RMB 15,512 15,512
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
7. FINANCIAL RISK MANAGEMENT (Continued)
b) Foreign currency risk (Continued)
A ten percent weakening of GBP (GBP) against the following currencies at 31 December would have (decreased)/increased reported equity and other comprehensive income by the following amounts:
2019
Other comprehensive income Equity
United States Dollar 309,672 309,672
RMB (18,013) (18,013)
2018
Other comprehensive income Equity
United States Dollar 443,743 443,743
RMB (18,960) (18,960)
The impact of the exchange rate fluctuations that are recognised through profit or loss are those that arise on translation to functional currency. The carrying amounts of the balances and transactions denominated in a currency other than the entity's functional currency (United States Dollar) are as follows:
2019 GBP RMB
Amounts due to the parent company (55,208) (214,380)
Lease liabilities (83,365)
Accruals (602,805)
Trade and other receivables 19,341
Total (722,036) (214,380)
=============== ===============
2018 GBP RMB
Amounts due to the parent company (66,581) (217,735)
Accruals (228,953)
Total (295,534) (217,735)
=============== ===============
A ten percent strengthening of USD ($) against the following currencies at 31 December would have (decreased)/increased reported equity and profit or loss by the following amounts:
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
7. FINANCIAL RISK MANAGEMENT (Continued)
b) Foreign currency risk (Continued)
2019
Profit or loss Equity
GBP 65,640 65,640
RMB 19,489 19,489
2018
Profit or loss Equity
GBP 26,867 26,867
RMB 19,794 19,794
A ten percent weakening of USD ($) against the following currencies at 31 December would have (decreased)/increased reported equity and profit or loss by the following amounts:
2019
Profit or loss Equity
GBP (80,226) (80,226)
RMB (23,820) (23,820)
2018
Profit or loss Equity
GBP (32,837) (32,837)
RMB (24,193) (24,193)
c) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit allowances are made for estimated losses that have been incurred by the reporting date.
The Group's cash balances were all held with Oversea-Chinese Banking Corporation Limited (OCBC). Per Standard & Poor's, the Short Term Foreign / Local Currency Deposit Rating is A-1+.
8. CAPITAL MANAGEMENT
The Group actively manages the capital available to fund the Group, comprising equity and reserves. The Group's objectives when maintaining capital is to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
9. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an entity about which separate financial information is available and which are evaluated by the Board of Directors to assess perfo rm ance and determine the allocation of resources. The Board of Directors are of the opinion that under IFRS 8 the Group has only one operating segment. The Board of Directors assess the perfo rm ance of the operating
segment using financial information which is measured and presented in a m ann er consistent with that in the Financial Statements. Segmental reporting will be reviewed and considered in light of the development of the Group's business over the next reporting period.
10. OPERATING LOSS
The operating loss is stated after charging:
Y ear ended Period ended
31 December 31 December
2019 2018
GBP GBP
Foreign exchange losses - 272
------------ --------------
11. STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS
Y ear ended Period ended
31 December 31 December
2019 2018
GBP GBP
Key management emoluments
Remuneration 142,083 -
--------- ----------------
GBP GBP
Executive Directors
Xingchen Zhu 27,500 -
Xiaojun Zhang 27,500 -
Non-executive Directors
John McLean OBE 32,083 -
Norman Cumming 27,500 -
Nicholas Petford DSc 27,500 -
142,083 -
--------- ----------------
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
12. AUDITORS' REMUNERATION
The following remuneration was received by the Company's
auditors:
Year ended Period ended
31 December 31 December
2019 2018
GBP GBP
Remuneration for the
audit of the Company's
financial statements 25 ,000 17,500
Corporate finance services 175,000 50,000
13. TAXATION
The Company is incorporated in the Cayman Islands, and its activities are subject to taxation at a rate of 0%. All subsidiaries have not started trading during the year.
14. EARNINGS PER SHARE
The Company presents basic and diluted earnings per share information for its ordinary shares. Basic earnings per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period.
There is no difference between the basic and diluted loss per share.
Year ended Period ended
31 December 31 December
2019 2018
Loss attributable to ordinary
shareholders (GBP) (1,216,746) (189,698)
Weighted average number of shares 19,796,822 59,375
Loss per share (expressed as
pence per share) (6) (319)
The loss per share for the period has been calculated using the weighted average number of shares in issue during the year. The Company issued new Ordinary shares in January 2019 (See note 19 ).
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
15. LEASES
Leases: right-of-use assets
Land and Buildings
GBP
At 1 January 2019 -
Additions 104,595
Amortisation (88,531)
Effect of modification
to lease terms 54,133
At 31 December 2019 70,197
-----------------------------------
Lease liabilities
Land and Buildings
GBP
At 1 January 2019 -
Additions 104,595
Interest expenses 2,372
Effect of modification
to lease terms 54,133
Lease payments (98,171)
At 31 December 2019 62,929
-----------------------------------
During the year the lease was extended from February 2020 to August 2020. This extension is a lease modification as it is a change in the scope of the lease by extension of contractual lease term, and is applied from the effective date of the modification, which was when the extension agreement was signed, prior to year-end.
16. SUBSIDIARIES
All subsidiaries which have been included in these consolidated financial statements, are as follows:
Country of incorporation Proportion of
and principal ownership interest
place of business at 31 December
Name 2019
Starcrest Education
Plc United Kingdom 100%
Starcrest Education
Management (UK) Limited United Kingdom 100%
Both companies above were incorporated in November 2019 and had not started trading in the period to 31 December 2019.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
17. CASH AND CASH EQUIVALENTS
Year ended Period ended
31 December 31 December
2019 2018
GBP GBP
Cash at bank 2,787,046 4,020,320
---------------------- ----------------------
Cash at bank earns interest at floating rates based on daily
bank deposit rates.
18. TRADE AND OTHER PAYABLES
Year ended Period ended
31 December 31 December
2019 2018
GBP GBP
Amounts due to the parent
company 203,788 249,451
Accruals 455,034 179,426
----------------------- -----------------
658,822 428,877
----------------------- -----------------
The amounts above includes GBP179,160 (2018: GBP243,120) in relation to share issue costs.
All payables are financial liabilities measured at amortised cost.
Amounts due to the parent company are unsecured, interest free and repayable on demand.
19. SHARE CAPITAL
Number of shares Nominal
value
GBP
Authorised
Ordinary shares of GBP0.01 each 1,000 ,000,000 10,000,000
Issued and fully paid
Issue of ordinary shares of
GBP0.01 each 21,560,000 215,600
------------------ ------------
On incorporation, the Company had an authorised share capital of US$50,000 divided into 50,000 ordinary shares of a par value of US$1.00 each.
On 18 December 2018 the Company repurchased and cancelled the issued ordinary share capital of 10,000 of US$1 each. Separately, the Company's authorised share capital became 1,000,000,000 ordinary shares of GBP0.01 each. On the same date the Company issued 800,000 ordinary shares at nominal value.
On 18 December 2018 20,760,000 were subscribed to and recognised as shares to be issued in other reserves. These were subsequently issued as part of the share issue on 31 January 2019.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2019
19. SHARE CAPITAL (Continued)
On 31 January 2019, a total of 20,760,000 ordinary shares of nominal value GBP0.01 each were issued by way of placing at a price of GBP0.20 per share on the London Stock Exchange.
20. SHARE PREMIUM
Transaction costs of GBP111,177 for the year ended 31 December 2019 and GBP291,222 for the period from 23 May 2018 to 31 December 2018 have been deducted from equity. These costs are incremental and directly attributable to the issue of shares.
The opening balance of Other Reserves of GBP3,773,141 has been recognised as share capital and share premium after the issue of the new shares on 31 January 2019.
21. RESERVES
The following describes the nature and purpose of each reserve within equity:
Reserve Description and purpose
Share premium Amount subscribed for share capital
in excess of nominal value.
Other reserve Consideration received for shares
which are not yet issued .
Retained earnings All other net gains and losses
and transactions not recognised
elsewhere.
Foreign exchange reserve Gains/losses arising on retranslation
of net assets from functional
to presentation currency.
22. RELATED PARTY TRANSACTIONS
As at 31 December 2019, an amount of GBP203,788 (31 December 2018: GBP249,451) was owed to Starcrest Education Management Company Ltd. This amount mainly arose from business expenses paid on behalf of the Company by the parent company.
The remuneration of the Directors, the key management personnel of the Company, is set out in note 11.
23. ULTIMATE CONTROLLING PARTY
The immediate parent company is Starcrest Education Management Company Ltd. The ultimate parent company is Shenzhen Xing Chen Investment Holdings Limited. The ultimate controlling party is Mr Xingchen Zhu, who is also a director of the Company.
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
FR KKCBKQBKDCQK
(END) Dow Jones Newswires
April 09, 2020 10:14 ET (14:14 GMT)
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