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STHP Stranger Holdings Plc

1.375
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Stranger Holdings Plc LSE:STHP London Ordinary Share GB00BYWLRL80 ORD GBP0.001
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.375 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Offices-holdng Companies,nec 0 -900k -0.0062 -2.21 2M

Stranger Holdings PLC Half-year Report (2068L)

29/12/2022 10:30am

UK Regulatory


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RNS Number : 2068L

Stranger Holdings PLC

29 December 2022

29 December 2022

STRANGER HOLDINGS PLC

("Stranger" or the "Company")

Interim Results for the Six-Month Period Ended 30 September 2022

Stranger is an investment company with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector.

Chairman's Report

O n 26 September 2021, the Company entered into a Memorandum of Understanding with Mayflower Capital Investments Pty Limited ("Mayflower") for the acquisition of certain mineral rights in Africa, to include commodities being primarily uranium. It is a very exciting opportunity for the Company as it should not have such a long period of time until mining operations commence, expected to be three years or less, compared with similar operations whereby such resources can take up to thirteen years until extraction commences, the lead time to production is therefore relatively much shorter and profitability should be reached much sooner. The Uranium price has been strong and is expected to continue to be so.

The acquisition is subject, inter alia, to the completion of due diligence, documentation, and compliance with all regulatory requirements, including the Listing and Prospectus Rules and the Takeover Code. The Company will, in due course, be making an application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the standard segment of the main market for listed securities of the London Stock Exchange.

The interim condensed statement of comprehensive income includes the write back of the bond, which has now been wound up and the shares in the Company will be distributed to the bond holders in settlement for the bond at completion of the Reverse Take Over. Please see the note below the condensed statement of comprehensive income for further details.

The Future

The directors look forward to completing this RTO as soon as practicable and we are in the final stages of achieving that goal. We are expecting final approval shortly for the Reverse Take-Over form the Take-Over Panel. We will then be filing and requesting final approval for the prospectus from UKLA after which we will be calling a General Meeting to approve the transaction, publishing the prospectus, and which should then proceed to completion.

Risks and uncertainties

The Company is a relatively new entity, with only a brief operating history, and therefore, investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating one or more companies or businesses.

Going Concern

As stated in the notes to the condensed financial statements, the directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

Responsibility Statement

We confirm that to the best of our knowledge:

(a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year; and

(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.

James Longley

Director

29 December 2022

STRANGER HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME

 
                                       6 Months         6 Months       Year ended 
                                          ended            ended         31 March 
                                   30 September     30 September             2022 
                                           2022             2021       GBP ('000) 
                                     GBP ('000)       GBP ('000)        (audited) 
                                    (unaudited)      (unaudited) 
 
 
   Administrative expenses                (661)            (142)            (457) 
 Bond facility written back               1,626                -                - 
  - see below 
 Listing costs                             (36)              (1)              (1) 
                                 --------------   --------------   -------------- 
 Operating profit /(loss)                   929            (143)            (458) 
 
 Investment Income                            7                -               13 
 Finance costs                              (6)             (79)            (157) 
                                 --------------   --------------   -------------- 
 Loss before taxation                       930            (222)            (602) 
 Taxation                                     -                -                - 
                                 --------------   --------------   -------------- 
 P rofit/(Loss) for the 
  period                                    930            (222)            (602) 
 
 
 Earnings / (Loss) per share 
  - basic and diluted (pence)             0.64p          (0.15p)          (0.41p) 
                                 --------------   --------------   -------------- 
 

On 16 June 2022, notice was issued of a noteholders meeting of Dover Harcourt PLC (incorporated as a public limited liability company under the laws of the United Kingdom with registration number 10537069 (the Issuer)) with regard to GBP20,000,000 7.75%% Fixed Rate Secured Notes due 31 October 2022 (the "SERIES 2017-F2 Notes") of which Stranger had issued the amounts as described in the above paragraph under the umbrella GBP400,000,000 Secured Medium Term Note Programme of Dover Harcourt PLC and on 22 July 2022 the resolutions were passed by the noteholders to the redemption of the Series 2017-F2 Notes in full by way of:

(i) the issue to the Noteholders of their pro rata entitlement, being that the issuer converts all amounts due under the Facility Agreement into shares of the Borrower at a rate of 15p per GBP1 the same price that shares in the Borrower are issued to Mayflower at the placing price upon relisting pursuant to the Proposed Transaction per GBP1,000 of Series 2017-F2 Notes outstanding (including any accrued and unpaid interest) on 22 July 2022.

(ii) The shareholders of the Borrower will incorporate a new company, Newco, and will procure that the Borrower transfers certain rights to Newco (such as litigation rights and assets secured under the debenture,) and, furthermore, shall transfer shares valued at GBP100,000 in the Borrower to Newco to assist in funding the operations and litigation. The rights to be transferred represent rights to certain monies owed to the Borrower and the issue to the Noteholders their pro rata entitlement to shares in Newco per GBP1,000 of Series 2017-F2 Notes outstanding (including any accrued and unpaid interest) on 22 July 2022, such that the Noteholders will, in aggregate, own 100% of the shares in Newco.

(iii) the payment of expenses equal to GBP82,856.30 with the balance of reserves held by the Issuer on 22 July 2022; and (iv) the termination and release of the Facility Agreement and the Security Agreement.

STRANGER HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

 
                                          As at            As at            As at 
                                   30 September     30 September         31 March 
                                           2022             2021             2021 
                                     GBP ('000)       GBP ('000)       GBP ('000) 
                                    (unaudited)      (unaudited)        (audited) 
 Assets 
 Current assets 
 Trade & other receivables                  513              392              501 
 Cash and cash equivalents                    2                -                - 
 
 Non current assets 
 Other debtors                                -              138                - 
                                 --------------   --------------   -------------- 
 Total Assets                               515              530              501 
 
 
 Equity and Liabilities 
 Share capital                              145              145              145 
 Share premium                              737              737              737 
 Profit and loss                        (2,488)          (3,038)          (3,418) 
                                 --------------   --------------   -------------- 
 Total Equity                           (1,606)          (2,156)          (2,536) 
 
 Current Liabilities 
 Trade and other payables                 1,358              477              949 
 Borrowings                                 726              336            2,051 
                                 --------------   --------------   -------------- 
 Total current liabilities                2,084              813            3,000 
                                 --------------   --------------   -------------- 
 Long term liabilities 
 Borrowings                                  37            1,873               37 
                                 --------------   --------------   -------------- 
 Total long term liabilities                3 7            1,873               37 
                                 --------------   --------------   -------------- 
 
                                 --------------   --------------   -------------- 
 Total Liabilities                        2,121            2,686            3,037 
                                 --------------   --------------   -------------- 
 Total Equity and Liabilities               515              530              501 
 
 

STRANGER HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY

 
                                  Share   Share premium         Retained          Total 
                                Capital                         earnings 
                                             GBP ('000) 
                             GBP ('000)                       GBP ('000)     GBP ('000) 
 Equity at 31 March 
  2021                              145             737          (2,816)        (1,934) 
 
 Loss for the period                  -               -            (222)          (222) 
                           ------------    ------------   --------------   ------------ 
 Equity at 30 September 
  2021                              145             737          (2,606)        (1,724) 
 
 
 Loss for the period                  -               -            (210)          (210) 
                           ------------    ------------     ------------   ------------ 
 Equity at 31 March 
  2022                              145             737          (3,418)        (2,536) 
 
 Profit for the Period                -               -              930            930 
 
                           ------------    ------------     ------------   ------------ 
 Equity at 30 September 
  2021                              145             737          (2,488)        (1,606) 
 
 

STRANGER HOLDINGS PLC

INTERIM CONDENSED CASH FLOW STATEMENT

 
                                        6 months     Period ended       Year ended 
                                           ended     30 September         31 March 
                                    30 September             2020             2021 
                                            2021       GBP ('000)       GBP ('000) 
                                      GBP ('000)       (unaudited        (audited) 
                                     (unaudited)                ) 
 
 Cash flows from operating 
  activities 
 Operating profit/(loss)                     930            (222)            (602) 
 Add interest payable                          6               79              157 
 (Increase)/decrease in 
  trade and other receivables               (12)              (2)              133 
 Less interest receivable                    (7)                -             (13) 
 (Decrease) /Increase in 
  trade and other payables                 (922)              162              500 
                                  --------------   --------------   -------------- 
 Net cash flows from operating 
  activities                                 (5)               17              175 
 
 Cashflows from investing 
  activities 
 Advance for investment                        -                -             (12) 
 Amounts advanced from related 
  parties                                      6               43               36 
 Interest received                             7                -               13 
 Interest paid                               (6)             (79)            (157) 
                                  --------------   --------------   -------------- 
 Net cash from/(used in) 
  investing activities                         7             (36)            (192) 
 Cash flows from financing 
  activities 
 Net proceeds from issue 
  of bonds                                     -               19               19 
 Convertible loan notes                        -                -                - 
 Bank borrowing                                -                -              (2) 
                                  --------------   --------------   -------------- 
 Net cash flows from financing 
  activities                                   2               19               17 
                                  --------------   --------------   -------------- 
 Net increase in cash and                      2                -                - 
  cash equivalents 
 Cash and cash equivalents                     -                -                - 
  at the beginning of the 
  period 
                                  --------------   --------------   -------------- 
 Cash and cash equivalents                     2                -                - 
  at the end of the period 
 
 

NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT

General Information

Stranger Holdings Plc ('the company') is an investment company incorporated in the United Kingdom. The address of the registered office is 27-28 Eastcastle Street London W1E 8DN. The Company was incorporated and registered in England and Wales on 22 October 2015 as a private limited company and re-registered on 14 November 2016 as a public limited company.

1. Bas is of preparation

This announcement was approved and authorised to issue by the Board of directors on 29 December 2022

The financial information in this interim report has been prepared in accordance with the International Financial Reporting Standards. IFRS comprises standards issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union (EU). The same accounting policies and methods of computations are used as in the most recent annual financial statements

There are no IFRS, or IFRIC interpretations that are effective for the first time in this period that would be expected to have a material impact on the company.

The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.

The Directors are of the opinion that the financial information should be prepared on a going concern basis, in the light of the Company's financial resources.

These condensed interim financial statements for the six months ended 30 September 2022 and 30 September 2021 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 March 2022 are extracted from the 2022 audited financial statements.

No taxation charge has arisen for the period and the Directors have not declared an interim dividend.

Copies of the interim report can be found on the Company's website at www.strangerholdingsplc.com.

Going concern

The forecast cash-flow requirements of the business are contingent upon the ability of the Company to attract investors in the bonds issued by Dover to extend the credit facility to the Company. The directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

2. Loss per share

Basic loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.

The calculation of basic and diluted earnings per share is based on the following figures:

 
                            6 months ended       Year ended       Year ended 
                              30 September     30 September         31 March 
                                      2022             2021             2022 
                                GBP ('000)       GBP ('000)       GBP ('000) 
                               (unaudited)      (unaudited)        (audited) 
 Profit/(loss) for 
  the period                           930            (222)            (432) 
 
 Weighted average number 
  of 
  shares - basic and 
  diluted                      145,770,000      145,770,000      145,770,000 
                            --------------   --------------   -------------- 
 Basic and diluted 
  earnings per share                 0.64p          (0.15p)          (0.30p) 
                            --------------   --------------   -------------- 
 

The basic and diluted earnings per share are the same as t here were no potential dilutive shares in issue during the period.

3 . Share Capital

 
                                              As at            As at            As at 
                                       30 September     30 September         31 March 
                                               2022             2021             2022 
                                         GBP ('000)       GBP ('000)       GBP ('000) 
                                        (unaudited)      (unaudited)        (audited) 
 145,770,000 Ordinary shares 
  of GBP0.001 each                            (145)            (145)            (145) 
 
                                     --------------   --------------   -------------- 
 

4. Reports

A copy of this announcement will be mailed to shareholders and copies will be available for members of the public at the Company's Registered Office 27-28 Eastcastle Street London W1E 8DN

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END

IR FEWFSUEESEFE

(END) Dow Jones Newswires

December 29, 2022 05:30 ET (10:30 GMT)

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