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WCH Wilmcote Holdings Plc

3.00
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Wilmcote Holdings Plc LSE:WCH London Ordinary Share JE00BZBYC658 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% 3.00 2.00 4.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Wilmcote Holdings PLC Interim results for the 6 months ended 31 Dec 2018 (2483U)

28/03/2019 7:01am

UK Regulatory


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TIDMWCH

RNS Number : 2483U

Wilmcote Holdings PLC

28 March 2019

LEI number: 2138004EUUU11OVHZW75

Wilmcote Holdings plc

("Wilmcote" or the "Company")

Interim report for the six months ended 31 December 2018

London, 28 March 2019 - Wilmcote Holdings plc announces its interim results for the six months ended 31 December 2018.

Wilmcote continues to focus on its investment strategy of creating value for its investors through the acquisition and subsequent development of target businesses in the large and highly fragmented downstream and specialty chemicals sector. The Company has identified a number of attractive acquisition opportunities and intends to acquire a controlling stake in a platform asset with global reach, headquartered in the UK, Europe or North America.

Over the period, Wilmcote generated a loss after taxation of GBP1.7 million, reflecting operating expenses and diligence costs incurred in the continued pursuit of its stated investment strategy. As at 31 December 2018, Wilmcote holds GBP10.2 million in cash.

Adrian Whitfield, Wilmcote CEO, commented: "We are encouraged by the acquisition opportunities we have identified in progressing our investment strategy and look forward to updating shareholders further in due course".

The interim report is also available on the Company's website at www.wilmcoteplc.com

Enquiries:

Numis Securities Limited (Nominated Adviser and Joint Broker)

Tel: +44(0)207 260 1000

Kevin Cruickshank

Jamie Loughborough

Macquarie Capital (Europe) Limited (Joint Broker)

Tel: +44(0)203 037 2000

Ben Bailey

Nick Stamp

Alex Moraru

Teneo Financial PR)

Tel: +44(0)207 260 2700

Charles Armistead

Rosie Oddy

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

Adrian Whitfield is Chief Executive Officer of Wilmcote Holdings plc, which has offices at 11 Buckingham Street, London, WC2N 6DF.

WILMCOTE HOLDINGS PLC

Unaudited Interim

Condensed Consolidated Financial Statements

for the six months ended 31 December 2018

MANAGEMENT REPORT

I am pleased to present to shareholders the unaudited interim condensed consolidated financial statements of Wilmcote Holdings plc (the "Company") for the six months ended 31 December 2018 (the "Consolidated Interim Financial Statements"), consolidating the results of Wilmcote Holdings plc, WHJ Limited, Wilmcote Group Limited and WCH Group Limited (collectively, the "Group" or "Wilmcote").

Strategy

Wilmcote has been established with the objective of creating value for its investors through the acquisition and subsequent development of target businesses in the downstream and specialty chemicals sector.

Wilmcote intends to acquire a controlling stake in a company or group of companies (the "Platform Acquisition"). The Company is expected to need to raise additional external funding for these purposes and may use both equity and/or debt in this regard. It is our belief that the downstream and speciality chemicals sector offers opportunities for capitalising on attractive structural trends and generating value through consolidation in fragmented markets.

Following the completion of a Platform Acquisition, the Directors intend to use their multiple years of industrial and managerial experience to deliver value through the application of a buy-and-build strategy in the downstream and speciality chemicals sector in order to achieve attractive, compounding returns for shareholders.

Since listing on AIM in August 2017, the Group has pursued its stated strategy. During the period, the Group's purpose has been to identify and analyse potential acquisition targets and consequently the Group has no reported revenue.

Results

The Group's loss after taxation for the six months to 31 December 2018 was GBP1,680,908 (2017: GBP1,545,131). In the same period, the Group incurred GBP1,694,953 (2017: GBP1,570,717) of administrative expenses, received interest of GBP14,045 (2017: GBP25,586) and at the period end held a cash balance of GBP10,242,489 (2017: GBP22,574,016).

Dividend Policy

The Company has not yet acquired a trading operation and the Directors therefore consider it inappropriate to make a forecast of the likelihood of any future dividends. The Directors intend to determine the Company's dividend policy following completion of a Platform Acquisition and, in any event, will only commence the payment of dividends when it becomes commercially prudent to do so.

Corporate Governance

In line with the London Stock Exchange's recent changes to the AIM Rules for Companies requiring all AIM-quoted companies to adopt a recognised corporate governance code, explain how the company complies with that code's requirements and identify and explain areas of non-compliance, the Board has adopted the Quoted Companies Alliance Corporate Governance Code. There have been no significant changes to the Corporate Governance Report presented in the Group's Annual Report and Consolidated Financial Statements for the period ended 30 June 2018, which is available on the Company's website, www.wilmcoteplc.com. The Company intends to re-evaluate its corporate governance code framework upon completion of a Platform Acquisition.

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 significant changes to the principal risks described on pages 44-49 of the Group's Annual Report and Consolidated Financial Statements for the period ended 30 June 2018. The Directors are of the opinion that the risks are applicable to the six month period to 31 December 2018, as well as the remaining six months of the current financial year.

Outlook

The Group continues to pursue its stated strategy. The Directors have been encouraged by their visibility of attractive prospects for value creation in potential acquisitions and believe that the Company is well placed to progress identified opportunities in the year ahead.

RESPONSIBILITY STATEMENT

Each of the Directors confirms that, to the best of their knowledge:

(a) these Consolidated Interim Financial Statements, which 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 Wilmcote; and

(b) these Consolidated Interim Financial Statements comply with the requirements of Rule 18 of the AIM Rules for Companies and Article 106 of the Companies (Jersey) Law 1991.

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.wilmcoteplc.com.

Adrian Whitfield

Chief Executive Officer

27 March 2019

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                         Six months   Seven months 
                                              ended          ended 
                                        31 December    31 December 
                                               2018           2017 
                                 Note     Unaudited      Unaudited 
                                            GBP'000        GBP'000 
 
 Administrative expenses         7          (1,695)        (1,571) 
                                       ------------  ------------- 
 Total operating loss                       (1,695)        (1,571) 
 
 Finance income                  5               14             26 
 Income tax                      8                -              - 
                                       ------------  ------------- 
 Loss for the period                        (1,681)        (1,545) 
                                       ------------  ------------- 
 Total other comprehensive                        -              - 
  income 
                                       ------------  ------------- 
 Total comprehensive loss 
  for the period attributable 
  to owners of the parent                   (1,681)        (1,545) 
                                       ============  ============= 
 
 Loss per ordinary share 
 Basic and diluted (GBP)         9          (0.081)        (0.095) 
 

The Group's activities derive from continuing operations.

The Notes on pages 9 to 16 form an integral part of these Consolidated Interim Financial Statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                            As at     As at 
                                      31 December   30 June 
                                             2018      2018 
                               Note     Unaudited   Audited 
                                          GBP'000   GBP'000 
Assets 
Non-current assets 
Property, plant & equipment                     2         3 
                                     ------------  -------- 
Total non-current assets                        2         3 
 
Current assets 
Trade and other receivables     11             62       367 
Cash and cash equivalents       12         10,242    19,473 
Total current assets                       10,304    19,840 
 
Total assets                               10,306    19,843 
                                     ============  ======== 
 
Equity and liabilities 
Equity 
Stated capital                  14         24,370    24,370 
Share-based payment reserve                   320       285 
Accumulated losses                       (14,877)  (13,196) 
                                     ------------  -------- 
Total equity                                9,813    11,459 
 
Current liabilities 
Trade and other payables        13            493     8,384 
                                     ------------  -------- 
Total liabilities                             493     8,384 
 
Total equity and liabilities               10,306    19,843 
                                     ============  ======== 
 

The Notes on pages 9 to 16 form an integral part of these Consolidated Interim Financial Statements.

The financial statements were approved by the Board of Directors on 27 March 2019 and were signed on its behalf by:

 
 Adrian Whitfield          James Corsellis 
 Chief Executive Officer   Chairman 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                              Share based       Accumulated                            Total 
                                     Stated       payment            losses                           equity 
                                    capital       reserve 
                          -----------------  ------------  ----------------  ------------------------------- 
                                    GBP'000       GBP'000           GBP'000                          GBP'000 
 Balance as at 30 
  June 2018                          24,370           285          (13,196)                           11,459 
 Loss and total 
  comprehensive 
  loss for the period                     -             -           (1,681)                          (1,681) 
 Share-based payment 
  expense                                 -            35                 -                               35 
                          -----------------  ------------  ----------------  ------------------------------- 
 Balance as at 31 
  December 2018                      24,370           320          (14,877)                            9,813 
                          =================  ============  ================  =============================== 
 
 
                                                 Share based        Accumulated                            Total 
                                   Stated            payment             losses                           equity 
                                  capital            reserve 
                   ----------------------  -----------------  -----------------  ------------------------------- 
                                  GBP'000            GBP'000            GBP'000                          GBP'000 
 Balance as at 1 
  June 
  2017                             10,000                213            (1,042)                            9,171 
 Issue of shares                   15,000                  -                  -                           15,000 
 Share issue 
  costs                             (630)                  -                  -                            (630) 
 Loss and total 
  comprehensive 
  loss for the 
  period                                -                  -            (1,545)                          (1,545) 
 Share-based 
  payment 
  expense                               -                 37                  -                               37 
                   ----------------------  -----------------  -----------------  ------------------------------- 
 Balance as at 31 
  December 2017                    24,370                250            (2,587)                           22,033 
                   ======================  =================  =================  =============================== 
 

The Notes on pages 9 to 16 form an integral part of these Consolidated Interim Financial Statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                  For six months     For seven months 
                                               ended 31 December    ended 31 December 
                                                            2018                 2017 
                                       Note            Unaudited            Unaudited 
                                      -----  -------------------  ------------------- 
                                                         GBP'000              GBP'000 
 
 Operating activities 
 Total operating loss                                    (1,695)              (1,571) 
 
 Adjustments to reconcile total 
  operating loss to net cash flows: 
 Add back depreciation expense                                 1                    1 
 Add back share based payment 
  expense                                                     35                   37 
 Working capital adjustments: 
        Decrease in trade and other 
         receivables and 
         prepayments                                         305                   18 
        Decrease in trade and other 
         payables                                        (7,891)                (165) 
 Interest received                                            14                   26 
                                             -------------------  ------------------- 
 Net cash flows used in operating 
  activities                                             (9,231)              (1,654) 
                                             -------------------  ------------------- 
 
 Investing activities 
 Purchase of property, plant & 
  equipment                                                    -                  (2) 
                                             -------------------  ------------------- 
 Net cash flows used in investing 
  activities                                                   -                  (2) 
                                             -------------------  ------------------- 
 
 Financing activities 
 Proceeds from issue of ordinary 
  share capital                          14                    -               15,000 
 Proceeds from issue of WHJ Limited 
  A share capital                                              -                   55 
 Costs directly attributable to 
  equity raise                           14                    -                (630) 
                                             -------------------  ------------------- 
 Net cash flows from financing 
  activities                                                   -               14,425 
                                             -------------------  ------------------- 
 
 Net (decrease)/increase in cash 
  and cash equivalents                                   (9,231)               12,769 
 Cash and cash equivalents at 
  the beginning of the period                             19,473                9,805 
                                             -------------------  ------------------- 
 Cash and cash equivalents at 
  the end of the period                  12               10,242               22,574 
                                             ===================  =================== 
 

The Notes on pages 9 to 16 form an integral part of these Consolidated Interim Financial Statements.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

GENERAL INFORMATION

Wilmcote Holdings plc (the "Company"), an "investing company" for the purposes of the AIM Rules for Companies ("AIM Rules"), is incorporated in Jersey (company number 123424) and domiciled in the United Kingdom. It is a public limited company with registered office at One Waverley Place, Union Street, St Helier, Jersey, JE1 1AX and a UK Establishment (BR019423) address of 11 Buckingham Street, London, WC2N 6DF. The Company is the holding company of a number of subsidiaries (together with the Company, collectively "Wilmcote" or the "Group"), as detailed in Note 10.

   1.     ACCOUNTING POLICIES 
   (a)    Basis of preparation 

The Consolidated Interim Financial Statements have been prepared in accordance with the IAS 34 Interim Financial Reporting and are presented on a condensed basis. The Consolidated Interim Financial Statements do not constitute statutory accounts within the meaning of Article 105 of the Companies (Jersey) Law 1991.

The Consolidated Interim 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 and Consolidated Financial Statements for the period ended 30 June 2018, which is available on the Company's website, www.wilmcoteplc.com.

Wilmcote's prior year consolidated interim financial statements were prepared for a seven month period which covered the period from the date of the financial information included in the Company's admission document (to 31 May 2017) to 31 December 2017 in order to bring the accounting reference date in line with the Company's financial year end (being June). Therefore, comparative figures included in the Interim Consolidated Financial Statements are for the period from 1 June 2017 to 31 December 2017 or are for the period ended 30 June 2018. Information for 30 June 2018 is based on the statutory accounts for the period ended 30 June 2018, on which the auditor's report was unqualified.

   (b)   Going concern 

The Consolidated Interim 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 Consolidated Interim Financial Statements are consistent with those followed in the preparation of the Group's audited consolidated financial statements for the period ended 30 June 2018, which were prepared in accordance with the 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. Of these, IFRS 9 is considered to be the only new standard which may impact the Group.

IFRS 9 Financial Instruments amends the classification and measurement models for financial assets and adds new requirements to address the impairment of financial assets. It also introduces a new hedge accounting model to more closely align hedge accounting with risk management strategy and objectives. The standard requires companies to make an election on whether gains and losses on equity instruments measured at fair value should be recognised in the Statement of Comprehensive Income or other comprehensive income, with no recycling. IFRS 9 has been adopted by the Group but has had no material effect on the Group's results.

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 
 IFRS 14 Regulatory Deferral Accounts                      1 January 
                                                            2016* 
 IFRS 16 Leases                                            1 January 
                                                            2019 
 IFRIC 23 Uncertainty over Income Tax Treatments           1 January 
                                                            2019 
 Amendments to IFRS 9: Prepayment Features with Negative   1 January 
  Compensation                                              2019 
 Amendments to IAS 28: Long-term Interests in Associates   1 January 
  and Joint Ventures                                        2019 
 Amendments to IAS 19: Plan Amendment, Curtailment         1 January 
  or Settlement                                             2019** 
 Amendments to IFRS 3: Business Combinations               1 January 
                                                            2020** 
 Amendments to IAS 1 and IAS 8: Definition of Material     1 January 
                                                            2020** 
 IFRS 17 Insurance Contracts                               1 January 
                                                            2021** 
 

* the EU has decided not to endorse the interim standard and to wait for the final standard

** subject to EU endorsement

   2.     CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES 

The preparation of the Consolidated Interim 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.

For the period and at the period end, the Directors do not consider that they have made any significant estimates, judgements or assumptions which would affect the balances and results reported in these financial statements.

   3.     SEGMENT INFORMATION 

The Board of Directors is the Group's chief operating decision-maker. As the Group has not yet commenced trading, the Board of Directors considers the Group as a whole for the purposes of assessing performance and allocating resources, and therefore the Group has one reportable operating segment.

   4.     FINANCE INCOME 
 
                                For six months    For seven months 
                             ended 31 December   ended 31 December 
                                          2018                2017 
                                       GBP'000             GBP'000 
Interest on bank deposits                   14                  26 
                            ------------------  ------------------ 
                                            14                  26 
                            ==================  ================== 
 
   5.     EMPLOYEES AND DIRECTORS 
   (a)   Staff costs for the Group during the period: 
 
                                    For six months    For seven months 
                                 ended 31 December   ended 31 December 
                                              2018                2017 
                                           GBP'000             GBP'000 
Wages and salaries                             387                 326 
Social security costs                           51                  42 
                                ------------------  ------------------ 
Total employment cost expense                  438                 368 
                                ==================  ================== 
 
   (b)   Key management compensation 

The Board considers the Directors of the Company, along with certain senior employees, to be the key management personnel of the Group.

The following table details the aggregate compensation due in respect of the members of the Board of Directors which is comprised of the Executive Directors.

 
                                                For six months    For seven months 
                                             ended 31 December   ended 31 December 
                                                          2018                2017 
                                                       GBP'000             GBP'000 
Salaries and short term employee benefits                  307                 245 
                                            ------------------  ------------------ 
                                                           307                 245 
                                            ==================  ================== 
 
   6.     EXPENSES BY NATURE 
 
                             For six months       For seven 
                                   ended 31    months ended 
                              December 2018     31 December 
                                                       2017 
                                    GBP'000         GBP'000 
 Group expenses by 
  nature 
 Employment costs                       438             368 
 Travel and entertaining                 30             123 
 Office costs                            34              56 
 Professional support                 1,136             981 
 Share based payment 
  expense                                35              37 
 Other expenses                          22               6 
                            ---------------  -------------- 
                                      1,695           1,571 
                            ===============  ============== 
 
   7.     INCOME TAX EXPENSE 
 
                                             For six months       For seven months 
                                          ended 31 December      ended 31 December 
                                                       2018                   2017 
                                                    GBP'000                GBP'000 
 Analysis of tax in period 
 Current tax on profits for the period                    -                      - 
                                        -------------------    ------------------- 
 Total current tax                                        -                      - 
                                        ===================    =================== 
 

Reconciliation of effective rate and tax charge:

 
                                               For six months     For seven months 
                                            ended 31 December    ended 31 December 
                                                         2018                 2017 
                                                      GBP'000              GBP'000 
 Loss on ordinary activities before 
  tax                                                 (1,681)              (1,545) 
                                          -------------------  ------------------- 
 Loss on ordinary activities multiplied 
  by the rate of corporation tax in 
  the UK of 19% (2017: 20%)                             (319)                (309) 
 Effects of: 
 Losses carried forward for which 
  no deferred tax recognised                              336                  309 
 Total taxation charge                                      -                    - 
                                          ===================  =================== 
 

As at 31 December 2018, cumulative tax losses available to carry forward against future trading profits were GBP13,195,599 subject to agreement with HM Revenue & Customs. Prior to a Platform Acquisition, there is no certainty as to future profits and no deferred tax asset is recognised in relation to these carried forward losses.

   8.     LOSS PER ORDINARY SHARE 

Basic EPS is calculated by dividing the profit attributable to equity holders of a company by the weighted average number of ordinary shares in issue during the year. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The weighted average number of shares has not been adjusted in calculating diluted EPS as there are no instruments which have a current dilutive effect.

Refer to Note 18 of the Group's Annual Report and Consolidated Financial Statements for the period ended 30 June 2018 for instruments that could potentially dilute basic EPS in the future.

 
                                            For six months       For seven 
                                         ended 31 December    months ended 
                                                      2018     31 December 
                                                                      2017 
 Loss attributable to owners of the 
  parent (GBP'000)                                 (1,681)         (1,545) 
 Weighted average number of ordinary 
  shares in issue                               20,833,336      16,225,670 
 Weighted average number of ordinary 
  shares for diluted EPS                        20,833,336      16,225,670 
 
   9.     INVESTMENTS 

Principal subsidiary undertakings of the Group

The Company owns, directly or indirectly, the whole of the issued and fully paid ordinary share capital of its subsidiary undertakings.

Principal subsidiary undertakings of the Group as at 31 December 2018 are presented below:

 
                                                           Proportion      Proportion 
                                                          of ordinary     of ordinary 
                        Nature of              Country    shares held     shares held 
   Subsidiary            business     of incorporation      by parent    by the Group 
-------------------  ------------  -------------------  -------------  -------------- 
 
                        Incentive 
 WHJ Limited              vehicle               Jersey           100%            100% 
 Wilmcote Group 
  Limited                 Dormant              England             0%            100% 
 WCH Group Limited        Dormant              England             0%            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.

The registered office of WHJ Limited is One Waverley Place, Union Street, St Helier, JE1 1AX, Jersey and the registered office for Wilmcote Holdings Limited and WCH Group Limited is 11 Buckingham Street, London, WC2N 6DF.

10. TRADE AND OTHER RECEIVABLES

 
                                    As at 31 December   As at 30 June 
                                                 2018            2018 
                                              GBP'000         GBP'000 
 Amounts receivable in one year: 
 Prepayments                                       29              33 
 Other receivables                                  -              59 
 VAT receivable                                    33             275 
                                   ------------------  -------------- 
                                                   62             367 
                                   ==================  ============== 
 

Other receivables are all current.

There is no material difference between the book value and the fair value of the receivables. Receivables are considered to be past due once they have passed their contracted due date.

11. CASH AND CASH EQUIVALENTS

 
                              As at 31 December   As at 30 June 
                                           2018            2018 
                                        GBP'000         GBP'000 
 Cash and cash equivalents 
 Cash at bank                            10,242          19,473 
                             ------------------  -------------- 
                                         10,242          19,473 
                             ==================  ============== 
 

Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum short-term credit rating of P-1, as issued by Moody's, are accepted. The utilisation of credit limits is regularly monitored.

12. TRADE AND OTHER PAYABLES

 
                                                            As at 30 June 
                                         As at 31 December           2018 
                                                      2018 
                                                   GBP'000        GBP'000 
Amounts falling due within one year: 
Trade payables                                         331          1,059 
Accruals                                               107          7,213 
A1 share liability                                      55            112 
                                                       493          8,384 
                                       ===================  ============= 
 

There is no material difference between the book value and the fair value of the trade and other payables.

13. STATED CAPITAL

 
                                                         As at 
                                               As at   30 June 
                                         31 December      2018 
                                                2018 
                                             GBP'000   GBP'000 
Authorised 
Unlimited ordinary shares of no par 
 value 
 
Issued 
20,833,336 ordinary shares of no par 
 value                                        24,370    24,370 
                                       -------------  -------- 
                                              24,370    24,370 
                                       =============  ======== 
 

On incorporation 2 ordinary shares of no par value were issued at GBP1.20 per share for aggregate consideration of GBP2.40. On 21 March 2017 a further 8,333,334 ordinary shares of no par value were issued at GBP1.20 for an aggregate consideration of GBP10,000,000.80. Following the Company's admission to AIM on 17 August 2017 a further 12,500,000 ordinary shares of no par value were issued at GBP1.20 for an aggregate consideration of GBP15,000,000. GBP630,427 of costs directly attributable to the August 2017 share issue were taken against stated capital.

The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at meetings of the Company.

14. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

The Group has the following categories of financial instruments at the period end:

 
                                                  As at      As at 
                                            31 December    30 June 
                                                   2018       2018 
                                                GBP'000    GBP'000 
 Financial assets measured at amortised 
  cost 
 Cash and cash equivalents                       10,242     19,473 
 Other receivables                                    -         59 
                                          -------------  --------- 
                                                 10,243     19,532 
                                          -------------  --------- 
 
 
 
 
   Financial liabilities measured at 
   amortised cost 
 Trade and other payables                           493      8,384 
                                          -------------  --------- 
                                                    493      8,384 
                                          =============  ========= 
 

The fair value and book value of the financial assets and liabilities are materially equivalent.

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.

As the Group's assets are predominantly cash and cash equivalents, market risk and liquidity risk are not currently considered to be material risks to the Group.

15. RELATED PARTY TRANSACTIONS

The AIM Rules define a related party as any (i) director of the Company or its subsidiary, (ii) a substantial shareholder, being any shareholders holding at least 10 per cent. of a share class or (iii) an associate of those parties identified in (i) or (ii).

James Corsellis and Mark Brangstrup Watts are the managing partners of the Marwyn Group. Funds managed by Marwyn Asset Management Limited, of which James Corsellis and Mark Brangstrup Watts are both non-executive directors and of which they are the ultimate beneficial owners, hold 60.4% of the Company's issued ordinary shares.

James Corsellis and Mark Brangstrup Watts are the 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 charged GBP390,000 (2017: GBP370,709) (excluding VAT) in respect of services supplied, GBP7,180 (2017: GBP7,980) (excluding VAT) for James Corsellis' and Mark Brangstrup Watts' directors' fees and GBP2,723 (2017: GBP1,143) in respect of expenses incurred on behalf of the Group. Marwyn Capital LLP was owed an amount of GBP69,381 (30 June 2018: GBP70,711) at the balance sheet date.

James Corsellis and Mark Brangstrup Watts are the ultimate beneficial owners of Axio Capital Solutions Limited which provides financial and accounting services, transactional support, company secretarial and administrative services to the Group. During the period Axio Capital Solutions Limited charged GBP270,064 (2017: GBP111,328) in respect of services supplied and GBP2,293 (2017: GBP6,420) in respect of expenses incurred on behalf of the Group. Axio Capital Solutions Limited was owed an amount of GBP20,027 (30 June 2018: GBP24,475) at the balance sheet date.

James Corsellis and Mark Brangstrup Watts are the ultimate beneficial owners of Marwyn Partners Limited and Marwyn Investment Management LLP which both incurred costs on behalf of the Group which they recharged. During the period Marwyn Partners Limited charged GBP36,352 (2017: GBP40,385) in respect of recharged costs and Marwyn Investment Management LLP charged GBP27,094 (2017: GBP78,196) in respect of recharged costs. There was no outstanding balance with either party at 31 December 2018 (30 June 2018: GBP5,831 outstanding payable to Marwyn Partners Limited and GBP27,759 outstanding payable to Marwyn Investment Management LLP).

Key management personnel remuneration is disclosed in Note 6.

16. COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 31 December 2018 that requires disclosure or adjustment in these financial statements.

17. POST BALANCE SHEET EVENTS

There have been no material post balance sheet events that would require disclosure or adjustment to these financial statements.

ADVISERS

Nominated Adviser and Joint Broker

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London, EC4M 7LT

Joint Broker

Macquarie Capital (Europe) Limited

Ropemaker Place

28 Ropemaker Street

London, EC2Y 9HD

Registrar

Link Registrars (Jersey) Limited

12 Castle Street

St Helier, Jersey, JE2 3RT

Company Secretary and Administrator

Axio Capital Solutions Limited

One Waverley Place

Union Street

St Helier, Jersey, JE1 1AX

Principal Bankers

Barclays Bank plc

39/41 Broad Street

St Helier Jersey, JE4 8PV

Auditor

PricewaterhouseCoopers LLP

1 Embankment Place

London, WC2N 6RH

Public Relations Adviser

Teneo

5(th) Floor, 6 More London Place

London, SE1 2DA

Solicitors to the Company (as to English law)

Covington & Burling LLP

265 Strand

London, WC2R 1BH

Solicitors to the Company (as to Jersey law)

Ogier

44 Esplanade

St Helier, Jersey, JE4 9WG

Corporate Finance Adviser

Marwyn Capital LLP

11 Buckingham Street

London, WC2N 6DF

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END

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March 28, 2019 03:01 ET (07:01 GMT)

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