RNS Number : 2834F
Bay Capital PLC
24 September 2024
 

24 September 2024

BAY CAPITAL PLC

 

("Bay" or the "Company")

Interim Results for the six months ended 30 June 2024

 

"During the financial year we have continued to evaluate acquisition opportunities from our M&A pipeline, particularly within those industrial and construction sectors that remain fragmented and ripe for consolidation.

 

"A number of active discussions with high quality businesses continue, and while the prevailing economic environment remains challenging, we are positive about the strategic opportunity for Bay and its shareholders, and will update in due course as our plans develop."

 

The Company is the parent company of Bay Capital Subco Limited (a private limited company under the laws of Jersey with registered number 134744) and together will be referred to as the

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

 

The Directors are of the opinion that these risks, which were detailed in Bay's published final results for the financial year ended 31 December 2023, remain applicable to the Group and Company.

 

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

 

Statement of Directors' responsibilities   

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

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

·    

 

By order of the Board

 

Enquiries:

 

Bay Capital Plc

Peter Tom CBE, Chairman

David Williams, Director

c/o Tessera

 


Tessera - Strategic Adviser

Tony Morris

 

 

+44 (0) 77 4218 9145

 


 

 



 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2024

 

Note

Six months ended 30 June 2024

Unaudited

£

 

Six months ended 30 June 2023

Unaudited

£


(304,310)


(199,010)





 

(304,310)

 

(199,010)

 

 

 


5

20,414


27,221





 

(283,896)

 

(171,789)

 

 

 



-


-






(283,896)


(171,789)

 





10

(£0.004)


(£0.002)










(283,896)


(171,789)





 

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

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

 

 

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2024

 

Note

As at

30 June 2024

Unaudited

£

 

As at

31 December 2023

Audited

£




8

4,893,053

6,067,461

7

7,350

8,079




 

4,900,403

6,075,540

 

 

 

 

4,900,403

6,075,540

 

 

 




9

61,943

958,674





61,943

958,674





61,943

958,674





4,838,460

5,116,866







12

700,000

700,000

13

6,258,748

6,258,748

13

2

2

13

30,697

25,207

13

(2,150,987)

(1,867,091)

4,838,460

 

5,116,866

 

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

 

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2023 (Unaudited)

Share capital

 

Share premium

 

Capital redemption reserve

 

Share-based payment reserve

 

Retained

 deficit

 

Total

Equity

 

£


£


£


£


£


£

700,000


6,258,748


2


14,228


(560,405)


6,412,573

-


-


-


-


(171,789)


(171,789)

-


-


-


5,489


-


5,489

700,000

 

6,258,748

 

2

 

19,717

 

(732,194)

 

6,246,273

 

For the six months ended 30 June 2024 (Unaudited)

Share capital

 

Share premium

 

Capital redemption reserve

 

Share-based payment reserve

 

Retained

 deficit

 

Total

Equity

 

£


£


£


£


£


£

700,000


6,258,748


2


25,207


(1,867,091)


5,116,866

-


-


-


-


(283,896)


(283,896)

-


-


-


5,490


-


5,490

700,000

 

6,258,748

 

2

 

30,697

 

(2,150,987)

 

4,838,460

 

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

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2024

 

Six months ended 30 June 2024

Unaudited

£

 

Six months ended 30 June 2023

Unaudited

£

 

 

 

 

Cash flows from operating activities




Loss before income tax

(283,896)


(171,789)

Adjustments for:




Share-based payment charge

5,490


5,489

Interest receivable

(20,414)


(27,221)





Operating cash flows before changes in working capital

(298,820)

 

(193,521)





Decrease in trade and other receivables

729


517

(Decrease)/increase in trade and other payables

(896,731)


62,081





Net cash used in operating activities

(1,194,822)

 

(130,923)

 

 

 

 

Interest received

20,414

 

15,298

Net cash inflow from financing activities

20,414

 

15,298

 




Net decrease in cash and cash equivalents

(1,174,408)


(115,625)

Cash and cash equivalents at beginning of period

6,067,461


6,458,073

Cash and cash equivalents at end of period

4,893,053

 

6,342,448

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

 

1.    

 

2.    

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

The unaudited interim financial statements in this report have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as adopted by the UK. The accounting policies adopted in the interim financial statements are consistent with those adopted in the Group's last annual report for the year ended 31 December 2023 with regards to the measurement and recognition of each type of asset, liability, income and expense presented. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

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

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual report as at 31 December 2023, which is available on the Company's website.

These interim financial statements present selected explanatory notes to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since 31 December 2023.

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

These interim condensed consolidated financial statements were approved by the Board of Directors on 24 September 2024.

Comparative figures which have been presented cover the six month period ended 30 June 2023. The statement of financial position comparative figures are shown as at 31 December 2023.

Financial information contained in this document does not constitute statutory accounts within the meaning of the Companies (Jersey) Law 1991. The statutory accounts for the year ended 31 December 2023 have been filed with the Registrar of Companies. The report of the auditors on those statutory accounts was unqualified and did not draw attention to any matters by way of emphasis.

 

3.    

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

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

Warrants issued as part of share issues have been determined as equity instruments under IAS 32. Since the fair value of the shares issued at the same time as the warrants is equal to the price paid, these warrants, by deduction, are considered to have been issued at fair value. No warrants have been exercised in the period or recognised in these interim consolidated financial statements. For further details of the warrants issued please refer to the Group's latest annual report at 31 December 2023.

·     

4.    

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

 

5.     Interest receivable

 

Six months ended 30 June 2024

Unaudited

£

 

Six months ended 30 June 2023

Unaudited

£

Bank interest receivable

20,414


27,221

 

6.    

Principal subsidiary undertakings of the Group

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

Subsidiary

Nature of business

Country of incorporation

Proportion of A ordinary shares held by Company

Proportion of B ordinary shares held by Company

Bay Capital Subco Limited

Intermediate holding company

Jersey, Channel Islands

100 per cent.

0 per cent.

 

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

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

 

7.     Trade and other receivables

 

As at

30 June 2024

Unaudited

£

 

As at

31 December 2023

Audited

£

Prepayments

7,350

 

8,079


7,350


8,079

 

8.     Cash and cash equivalents

 

As at

30 June 2024

Unaudited

£

 

As at

31 December 2023

Audited

£

Cash at bank and in hand

4,893,053


6,067,461

 

9.     Trade and other payables

 

As at

30 June 2024

Unaudited

£

 

As at

31 December 2023

Audited

£

Accruals

51,906


948,263

Other tax and social security

7,762


8,136

Payroll related creditors

2,275


2,275


61,943


958,674

10.   Earnings per share

 

Six months ended

30 June 2024

Unaudited

£

 

Six months ended

30 June 2023

Unaudited

£

(283,896)


(171,789)

Weighted number of shares in issue

70,000,000


70,000,000

Loss per share (£)

(0.004)


(0.002)

 

11.   Financial instruments

 

As at

30 June 2024

Unaudited

£

 

As at

31 December 2023

Audited

£





Financial assets




Cash and cash equivalents

4,893,053


6,067,461


4,893,053


6,067,461

 

 

As at

30 June 2024

Unaudited

£

 

As at

31 December 2023

Audited

£





Financial liabilities




Accruals

51,906


948,263

2,275


2,275

54,181


950,538

 

. The carrying value of all financial assets and liabilities equals fair value given their short-term nature.

 

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

 

12.   Share capital

Allocated, called up and fully paid

 

As at

30 June 2024

Unaudited

Number

 

As at

30 June 2024

Unaudited

£

 

As at

31 December 2023

Audited

Number

 

As at

31 December 2023

Audited

£

70,000,000


700,000


70,000,000


700,000

 

 

13.   Reserves

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

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

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

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

 

14.   Share incentive Plan

15.   Share-based payments

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

 

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 10 percent compound per annual is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair value of the options.

 

The weighted average exercise price of the outstanding B share options is £0.10 which have a weighted average contractual life of 2 years 3 months. No B share options were issued in the period, all of which were outstanding at the period end. No B share options were exercised in the period. No B share options have expired during the period.

 

The Group recognised £5,490 (six months ended 30 June 2023: £5,489) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the period.

 

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

 

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

 

 



10.0p

 



16.67%

 



5 years

 



0.73%

 



10%

 



50.342p

 

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

 

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

 

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

16.   Related party transactions

There are no related party transactions requiring disclosure.

 

17.   Contingent liabilities

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

 

18.   Events after the reporting date

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

 

19.   Ultimate controlling party

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

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