TIDMBIH
RNS Number : 7564D
Boston International Holdings PLC
28 April 2017
28 April 2017
Boston International Holdings plc
("BIH" of the "Company")
Final Results
Boston International Holdings plc, a special purpose acquisition
company (SPAC) formed to undertake one or more acquisitions of
target companies or businesses in the FX sector, announces its
Final Results for the period from 17 November 2015 to 31 December
2016.
Chairman's Statement
I have pleasure in presenting the financial statements of Boston
International Holdings Plc for the period from the date of
incorporation on 17 November 2015 to 31 December 2016.
On 12 October 2016, the Company was successfully admitted to
Standard Listing on the Official List and to trading on the London
Stock Exchange's main market for listed securities.
During the financial period, the Company reported a net loss
before taxation of GBP183,622 (0.006p. per share). There was no
revenue in the period. The loss reflects the costs of Admission to
the London Stock Exchange and operating costs. As at 31 December
2016, the Company had cash at bank of GBP1,211,344.
The Board has actively reviewed a number of potential
acquisition opportunities across the sector, none of which has met
the necessary criteria for selection. To date, no acquisition has
been made although the Board remains confident that its objective
will be met.
The Board looks forward to providing further updates to
shareholders in due course.
Borden James
Chairman
Enquiries:
Yellow Jersey PR Limited (Financial PR)
Charles Goodwin / Joe Burgess
Tel: +44 203 735 8825
Cornhill Capital Limited (Broker)
Nick Bealer
+44 203 700 2500
Strategic Report
The Directors present their strategic report with the financial
statements of the company for the period ended 31 December
2016.
Review of developments and future prospects
The company has been formed to undertake an acquisition of a
target company or business in the foreign exchange (FX) sector.
There is no specific expected target value for the acquisition
and the company expects that any funds not used for the acquisition
will be used for future acquisitions, internal or external growth
and expansion, and working capital in relation to the acquired
company or business.
Following completion of an acquisition, the objective of the
company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the acquisition.
The company's financial performance for the period reflected
market conditions. The company loss after taxation for the year to
31 December 2016 amounted to GBP183,622 (2015: GBPNil). No
dividends were paid during the year and none are proposed. A review
of the activity of the business and future prospects is contained
in the Chairman's Statement on page 2 which accompanies these
financial statements.
Key performance indicators
The key indicator of performance for the company is its success
in identifying, acquiring, developing and divesting investments in
projects so as to create shareholder value.
Control of bank and cash balances is a priority for the company
and these are budgeted and monitored closely to ensure that it
maintains adequate liquid resources to meet financial commitments
as they arise.
At this stage in its development, quantitative key performance
indicators are not an effective way to measure the company's
performance.
However, a qualitative summary of performance is in the period
in the Chairman's Statement.
Principal risks and uncertainties
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
e) Capital risk management
The Company manages its capital to ensure that entities within
the Company will be able to continue individually as going
concerns, while maximising the return to Shareholders through the
optimisation of debt and equity balances. The Company manages its
capital structure and makes adjustments to it, in the light of
changes in economic conditions. To maintain or adjust its capital
structure, the Company may adjust or issue new shares or raise
debt. No changes were made in the objectives, policies or processes
during the period ended 31 December 2016.
The Company does not hold any collateral as security.
On behalf of the board
W Borden James
Chairman
27 April 2017
Directors' report
The Directors present their report together with the audited
financial statements, for the period ended 31 December 2016.
The Company was incorporated on 17 November 2015 as a private
company limited by shares in England and Wales.
Its issued share capital, consisting of Ordinary Shares was
admitted to trading on the London Stock Exchange's main market for
listed securities on 12 October 2016.
Results and dividends
The results for the year are set out in the Statement of
Comprehensive Income on page 16. The Directors do not recommend the
payment of a dividend on the ordinary shares.
Company objective
The Company has been formed to undertake an acquisition of a
target company or business in the FX Industry.
There is no specific expected target value for the acquisition
and the Company expects that any funds not used for the acquisition
will be used for future acquisitions, internal or external growth
and expansion, and working capital in relation to the acquired
company or business.
Following completion of an acquisition, the objective of the
Company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the acquisition. Following an acquisition, the Company intends to
seek re-admission of the enlarged group to listing on the Official
List and trading on the London Stock Exchange's main market for
listed securities.
The Company's business risk
An explanation of the Company's financial risk management
objectives, policies and strategies is set out in the strategic
report and note 11.
Key events
During the period, the Company raised initial funds of
GBP1,382,476 through two private placings of 29,620,948 ordinary
shares of GBP0.01p. to provide working capital and initial funding
of an acquisition. On 12 October 2016, the shares were admitted to
main market of the London Stock Exchange,
At the period end the Company has cash of approximately GBP1.2
million and continues to keep administrative costs to a minimum so
that the majority of funds can be dedicated to the review of and
potentially investment in, suitable acquisitions.
Directors
The Directors of the Company during the period were:
W Borden James
Richard Hartheimer
Norman Connell
Substantial shareholders
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at 20(th) April
2017.
Shareholder Shareholding %
----------------------------------- ------------- -------
Digger International Group PLTD 7,500,000 25.32%
Boston Merchant (HK) Limited 6,571,428 22.19%
Boston Merchant Financial PLTD 5,100,000 17.22%
Stephen Gibson 3,000,000 10.13%
SCA LTD 2,000,000 6.75%
David Bailey 1,000,000 3.38%
Capital and returns management
The Directors believe that, following an acquisition, further
equity capital raisings may be required by the Company for working
capital purposes as the Company pursues its objectives. The amount
of any such additional equity to be raised, which could be
substantial, will depend on the nature of the acquisition
opportunities which arise and the form of consideration the Company
uses to make the acquisition and cannot be determined at this
time.
The Company expects that any returns for Shareholders would
derive primarily from capital appreciation of the Ordinary Shares
and any dividends paid pursuant to the Company's dividend
policy.
Dividend policy
The Company intends to pay dividends on the Ordinary Shares
following an acquisition at such times (if any) and in such amounts
(if any) as the Board determines appropriate in its absolute
discretion. The Company's current intention is to retain any
earnings for use in its business operations, and the Company does
not anticipate declaring any dividends in the foreseeable future.
The Company will only pay dividends to the extent that to do so is
in accordance with all applicable laws.
Corporate governance
In order to implement its business strategy, the Company has
adopted a corporate governance structure whereby the key features
of its structure are:-
-- A wholly non-executive board with independent non-executive
Directors. The Board is knowledgeable and experienced and has
extensive experience of making acquisitions such as the
acquisition;
-- Consistent with the rules applicable to companies with a
Standard Listing, unless required by law or other regulatory
process, Shareholder approval is not required in order for the
Company to complete the acquisition. The Company will, however, be
required to obtain the approval of the Board of Directors, before
it may complete the acquisition;
-- The Board is not subject to the provisions of a formal
governance code and given its present size do not intend to
formally adopt any specific code, but will apply governance the
directors consider to be appropriate, having due regard to the
principles of governance set out in the UK Corporate Governance
Code.
-- Until an acquisition is made, the Company will not have
separate audit and risk, nominations or remuneration committees.
The Board as a whole will instead review audit and risk matters, as
well as the Board's size, structure and composition and the scale
and structure of the Directors' fees, taking into account the
interests of Shareholders and the performance of the Company, and
will take responsibility for the appointment of auditors and
payment of their audit fee, monitor and review the integrity of the
Company's financial statements and take responsibility for any
formal announcements on the Company's financial performance;
-- The Corporate Governance Code recommends the submission of
all directors for re-election at annual intervals. None of the
Directors will be required to retire by rotation and be submitted
for re-election until the first annual general meeting of the
Company following the Acquisition; and
-- Following an acquisition, the Company may seek to transfer
from a Standard Listing to either a Premium Listing or other
appropriate listing venue, based on the track record of the company
or business it acquires, subject to fulfilling the relevant
eligibility criteria at the time. If the Company is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure and Transparency
Rules and the Company will be obliged to comply with the Model Code
and to comply or explain any derogation from the UK Corporate
Governance Code.
Auditors and disclosure of information
The directors confirm that:
-- There is no relevant audit information of which the Company's
statutory auditor is unaware; and
-- Each Director has taken all the necessary steps he ought to
have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the Company's
statutory auditor is aware of that information.
Directors' Responsibility Statement
The directors are responsible for preparing the Strategic
report, the Directors' Report, Annual report and the statutory
financial statements in accordance with applicable law and
regulations.
The directors are required to prepare financial statements for
the Company in accordance with International Financial Reporting
Standards as adopted by the EU (together, "IFRS").
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the Directors
have elected to prepare the Financial Statements in accordancewith
International Financial Reporting Standards (IFRS) as adopted by
the EU and applicable law.
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of transactions, other events
and conditions in accordance with the definitions and recognition
criteria for the assets, liabilities, income and expenses set out
in the International Accounting Standards Board's "Framework for
the Preparation and Presentation of Financial Statements". In
virtually all circumstances, a fair representation will be achieved
by compliance with all IFRS. Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information; and
- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Company's financial position and financial
performance.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time, the
financial position of the Company and enable them to ensure that
the Financial Statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
They are further responsible for ensuring that the Strategic
Report and the Directors' Report and other information included in
the Annual Report and Financial Statements is prepared in
accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Company's website is the
responsibility of the Directors; work carried out by the auditors
does not involve the consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially
presented on the website.
Legislation in the United Kingdom governing the preparation and
dissemination of the accounts and the other information included in
Annual Reports may differ from legislation in other
jurisdictions.
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ('DTR') and
with International Financial Reporting Standards (IFRS) as adopted
by the European Union.
The Directors confirm, to the best of their knowledge that:
-- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the financial statements include a fair review of the
development and performance of the business and the financial
position of the Company, together with a description of the
principal risks and uncertainties that it faces.
-- the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the company's performance,
business model and strategy.
Provision of information to auditors
Each of the persons who are Directors at the time when this
Directors' Report is approved has confirmed that:
-- so far as that Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
-- that Director has taken all the steps that ought to have been
taken as a director in order to be aware of any information needed
by the Company's auditors in connection with preparing their report
and to establish that the Company's auditors are aware of that
information.
Auditors
The auditors, Crowe Clark Whitehill LLP, have expressed their
willingness to continue in office and a resolution to reappoint
them will be proposed at the Annual General Meeting.
Events after the reporting date
In April 2017, an issue of 1,000,000 ordinary shares of GBP0.01
each at a consideration of 5 pence per share was placed in the
market.
This responsibility statement was approved by the Board of
Directors on 27 April 2017 and is signed on its behalf by:
W Borden James
Director
27 April 2017
DIRECTORS' REMUNERATION REPORT
This Remuneration Report sets out the Company's policy on the
remuneration of Directors together with details of Directors'
remuneration packages and service contracts for the period from 17
November 2015 to 31 December 2016.
The first part is the Annual Remuneration Report which details
remuneration awarded to Directors during the period. The Annual
Remuneration Report will be proposed as an ordinary resolution to
shareholders at the forthcoming Annual General Meeting, the date of
which will be notified to shareholders in due course.
The second part is the Remuneration Policy Report which details
the remuneration policy for Directors. This policy will be subject
to a binding vote by shareholders at the forthcoming Annual General
Meeting and if approved will apply until the completion of an
acquisition. The policy is very much in line with the existing
policy set out in the prospectus dated 7 October 2016.
Until an acquisition is made, the Company will not have a
separate remuneration committee. The Board as a whole will review
the scale and structure of the Directors' fees, taking into account
the interests of shareholders and the performance of the Company
and Directors. Following the completion of an acquisition, the
Board intends to put in place a remuneration committee.
The Company maintains contact with its shareholders about
remuneration in the same way as other matters and, as required by
Section 439 of the Companies Act 2006, this remuneration report
will be put to an advisory vote of the Company's shareholders at
the forthcoming Annual General Meeting.
Annual Remuneration Report
Directors' emoluments (audited)
W B James R Hartheimer N Connell
-------------------------- ----------------- ---------------- --------------
Salaries and fees GBP GBP GBP
-------------------------- ----------------- ---------------- --------------
Total fees paid
(excl VAT) 21,000 12,500 12,500
-------------------------- ----------------- ---------------- --------------
In advance - - -
-------------------------- ----------------- ---------------- --------------
Per financial statements 21,000 12,500 12,500
-------------------------- ----------------- ---------------- --------------
Bonuses - - -
-------------------------- ----------------- ---------------- --------------
Benefits - - -
-------------------------- ----------------- ---------------- --------------
Pension - - -
-------------------------- ----------------- ---------------- --------------
Notional value - - -
of vesting share
options
-------------------------- ----------------- ---------------- --------------
Total to 31 December
2016 21,000 12,500 12,500
-------------------------- ----------------- ---------------- --------------
W Borden James, Richard Hartheimer and Norman Connell were
appointed as Directors of the Company on 1st July 2016.
Each of the Directors' appointments shall be for an initial term
commencing on the date hereof and ending on completion of the
acquisition by the Company.
As the Company is non-operational, all the Directors are
non-executive.
Payments to past Directors
No payments were made to past Directors in the period from 17
November 2015 to 31 December 2016.
Payments for loss of office
No payments for loss of office were made in the period from 17
November 2015 to 31 December 2016.
Directors' interests
The table below sets out the interests of the Directors in the
Company's shares at 31 December 2016.
Current Directors Ordinary %
shares
-------------------- ------------------- -----
W Borden James 6,571,428 22.2
Richard Hartheimer - -
Norman Connell - -
--------------------- ------------------- -----
Since the period end there have been no changes to the interests
of the Directors in the Company's shares.
Remuneration of the non-executive Chairman
2016
GBP
-------------------------------------- -------
W Borden James
Salaries and fees 21,000
--------------------------------------- -------
%
Annual bonus pay-out against maximum
opportunity -
Long-term incentive vesting rates
against maximum opportunity -
--------------------------------------- -------
The Company does not have a chief executive so the table
includes the equivalent information for the non-executive
Chairman.
No comparison has been made to prior periods as the Company was
incorporated in the period under review.
Percentage change in remuneration of Director undertaking role
of Chairman
No comparison has been made to prior periods as the Company was
incorporated in the period under review.
Statement of implementation of Remuneration Policy in the
following year
If the policy is approved at the Annual General Meeting, it is
intended that the Remuneration Policy takes effect immediately
after the date of approval. The vote on the Remuneration Policy is
binding in nature. The Company may not then make a remuneration
payment or payment for loss of office to a person who is, is to be,
or has been a Director of the Company unless that payment is
consistent with the approved remuneration policy or has otherwise
been approved by a resolution of members.
Consideration by the Directors of matters relating to Directors'
remuneration
The Board considered the Directors' remuneration in the period
ended 31 December 2016. No increases were awarded and no external
advice was taken in reaching this decision.
Shareholder voting
As this is the Company's first Directors' Remuneration Report,
there have been no advisory votes to approve any previous
remuneration policy.
Remuneration Policy Report
The Remuneration Policy is the Company's policy on Directors'
remuneration, which will be proposed for a binding vote at the
forthcoming Annual General Meeting. If approved it is intended that
the policy will take effect immediately after the date of
approval.
In setting the policy, the Board has taken the following into
account:
-- The need to attract, retain and motivate individuals of a
calibre who will ensure successful leadership and management of the
Company;
-- The Company's general aim of seeking to reward all employees
fairly according to the nature of their role and their
performance;
-- Remuneration packages offered by similar companies within the same sector;
-- The need to align the interests of shareholders as a whole
with the long-term growth of the Company; and
-- The need to be flexible and adjust with operational changes
throughout the term of this policy.
Remuneration scenario for Directors
As there is no element of remuneration for performance, the
Directors will receive their fixed fees in accordance with the
letters of appointment dated 1 July 2016.
Approach to recruitment remuneration
All appointments to the Board are made on merit. The components
of a new Director's remuneration package (who is recruited within
the life of the approved remuneration policy) would comprise base
salary as outlined above and the approach to such appointments are
detailed within the Future Policy Table above. The Company will pay
such levels of remuneration to new directors that would enable the
Company to attract appropriately skilled and experienced
individuals that are not in the opinion of the remuneration
committee excessive.
Service contracts
The non-executive Directors are contracted under letters of
appointment with the Company and do not have a contract of
employment with the Company. None of the Directors are entitled to
receive compensation for loss of office, they are all appointed on
rolling one year contracts which are subject to termination on
three months' notice on either side and are subject to annual
re-election in accordance with the Company's Articles of
Association. The letters of appointment are kept at the Company's
registered office.
Policy on payment for loss of office
Termination payments will be calculated in accordance with the
existing letters of appointment. It is the policy of the Company to
appoint Directors without extended terms of notice which could give
rise to extraordinary termination payments.
Consideration of shareholders' views
No shareholder views have been taken into account when
formulating this policy. In accordance with the new regulations, an
ordinary resolution for approval of this policy will be put to
shareholders at the forthcoming Annual General Meeting.
This report was approved by the Board on 27 April 2017 and
signed on its behalf by
W Borden James
Director
INDEPENT AUDITOR'S REPORT TO THE MEMBERS
We have audited the financial statements of Boston International
Holdings Plc for the period ended 31 December 2016 which comprise
the Company Statement of Financial Position, the Company Statement
of Comprehensive Income, the Company Cash Flow Statement, the
Company Statement of Changes in Equity and the related notes set
out on pages 20 to 27.
The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union and, as regards
the parent company financial statements, as applied in accordance
with the provisions of the Companies Act 2006.
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit and express an
opinion on the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE STATUTORY ACCOUNTS
A description of the scope of an audit of financial statements
is provided on the Financial Reporting Council's website at
www.frc.org.uk/auditscopeukprivate
Opinion on financial statements
In our opinion:
-- the financial statements give a true and fair view of the
state of the company's affairs as at 31 December 2016;
-- the company financial statements have been properly prepared
in accordance with IFRSs as adopted by the European Union; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion:
-- the information given in the Strategic Report and the
Directors' Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act
2006.
-- the Directors' Report and Strategic report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the Strategic report and
the Directors' report.
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the company financial statements are not in agreement with
the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Stephen Bullock
Senior Statutory Auditor
For and on behalf of
Crowe Clark Whitehill LLP
Statutory Auditor
London
27 April 2017
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 17 NOVEMBER 2015 TO 31 DECEMBER 2016
Notes GBP
---------------------------------- ------ ----------
REVENUE -
---------------------------------- ------ ----------
Listing expenses (19,272)
Other operating expenses 4 (164,350)
---------------------------------- ------ ----------
OPERATING LOSS BEFORE TAXATION (183,622)
Income tax expense 5 -
---------------------------------- ------ ----------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO
EQUITY HOLDERS OF THE COMPANY (183,622)
OTHER COMPREHENSIVE INCOME
Other comprehensive income -
TOTAL COMPREHENSIVE INCOME
/(LOSS) FOR THE PERIOD (183,622)
Basic and diluted loss per
share (pence) 7 (0.006)
================================== ====== ==========
The notes to the financial statements form an integral part of
these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2016
Notes GBP
------------------------------- ------ ----------
CURRENT ASSETS
Other receivables 6 10,513
Cash and cash equivalents 1,211,344
------------------------------- ------ ----------
TOTAL CURRENT ASSETS 1,221,857
CURRENT LIABILITIES
Other payables (30,978)
------------------------------- ------ ----------
TOTAL CURRENT LIABILITIES (30,978)
NET ASSETS 1,190,879
=============================== ====== ==========
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital 8 296,209
Share premium 1,078,292
Retained earnings (183,622)
------------------------------- ------ ----------
TOTAL EQUITY 1,190,879
=============================== ====== ==========
The financial statements of Boston International Holdings Plc
for the period ended 31 December 2016 were authorised for issue by
the Company's Board of Directors on 27 April 2017.
The accompanying notes are an integral part of these financial
statements.
STATEMENT OF CASH FLOW
FOR THE PERIOD FROM 17 NOVEMBER 2015 TO 31 DECEMBER 2016
Notes GBP
Cash flow from operating
activities
Loss before tax (183,622)
Changes in working capital
Other receivables (10,513)
Other payables 30,978
------------------------------------------- ----------
Net cash outflow from operating
activities (163,157)
Cash flow from financing
activities
Proceeds from issue of share 1,374,501
------------------------------------------- ----------
Net cash inflow from financing
activities 1,374,501
Net increase in cash and
cash equivalents 1,211,344
Cash and cash equivalents -
at beginning of period
Cash and cash equivalents
at end of period 1,211,344
=========================================== ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 17 NOVEMBER 2015 TO 31 DECEMBER 2016
Share Share Profit Total
Capital Premium and Loss Equity
account
GBP GBP GBP GBP
--------------------- --------- ---------- ---------- ----------
Issue of shares 296,209 1,078,292 - 1,374,501
Loss for the period
after tax - - (183,622) (183,622)
----------------------- --------- ---------- ---------- ----------
At 31st December
2016 296,209 1,078,292 (183,622) 1,190,879
======================= ========= ========== ========== ==========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM 17 NOVEMBER 2015 TO 31 DECEMBER 2016
1. GENERAL INFORMATION
The Company was incorporated on 17 November 2015 in accordance
with the laws of England and Wales as a private company limited by
shares and re-registered as a public limited company on 14 June
2016
The Company's Ordinary shares commenced trading on the main
market of the London Stock Exchange on 12(th) October 2016.
The Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted for
use by the European Union and IFRIC interpretations applicable to
companies reporting under IFRS. The financial statements have been
prepared under the historical cost convention as modified for
financial assets carried at fair value.
The financial information of the Company is presented in British
Pound Sterling ("GBP").
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the
directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the Company.
Comparative figures
No comparative figures have been presented as the financial
information covers the period from incorporation on 17 November
2015 to 31 December 2016.
Going concern
This financial statement has been prepared on a going concern
basis, which assumes that the Company will continue to be able to
meet its liabilities as they fall due for the foreseeable
future
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheet date between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred income tax liabilities
are recognised in full for all temporary differences. Deferred
income tax assets are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences,
and carry-forward of unused tax credits and unused losses can be
utilised.
The carrying amount of deferred income tax assets is assessed at
each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available
to allow all or part of the deferred income tax asset to be
utilised. Unrecognised deferred income tax assets are reassessed at
each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the
statement of financial position when the company becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets within the scope of IAS 39 are classified as
either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any
financial assets at fair value through profit or loss, and in the
categories of held-to-maturity investments and available-for-sale
financial assets.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the
Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the company after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or financial
liabilities measured at amortised costs.
Financial liabilities are classified as at fair value through
comprehensive income statement if the financial liability is either
held for trading or it is designated as such upon initial
recognition
Other financial liabilities
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
Operating segments
As the company has not completed an acquisition there is no
activity to report.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS
requires management to make estimates and assumptions that affect
the reported amounts of income, expenditure, assets and
liabilities. Estimates and judgements are continually evaluated,
including expectations of future events to ensure these estimates
to be reasonable.
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 the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The Company's nature of operations is to act as a special
purpose acquisition Company. This significantly reduces the level
of estimates and assumptions required.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
GBP
Auditors' remuneration:
Fees payable to the Company's auditor
for the audit of the Company's annual
accounts 10,000
Fees payable to the Company's auditor
for other services: 4,114
Other services relating to the London
Stock Exchange Admission document 7,500
---------------------------------------- -------
5. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in the
United Kingdom.
No tax is applicable to the Company for the period ended 31
December 2016. No deferred income tax asset has been recognised in
respect of the losses carried forward, due to the uncertainty as to
whether the Company will generate sufficient future profits in the
foreseeable future to prudently justify this.
6. OTHER RECEIVABLES
GBP
------------- -------
Prepayments 10,513
------------- -------
7. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Earnings Weighted Per-share
average amount
number of
shares
GBP Unit Pence
--------------------------- ---------- ----------- ----------
Loss per share attributed
to ordinary shareholders (183,622) 29,620,948 (0.006)
--------------------------- ---------- ----------- ----------
8. SHARE CAPITAL
Shares GBP
---------------------------------- -------------- ----------- --------
Issued, called up and fully paid
Ordinary shares of GBP0.01 each
Share issue 18th May2016 6,571,428 65,714
6th October
Share issue 2016 23,049,520 230,495
Issued, called up
and fully paid Ordinary
shares of GBP0.01
each at 31 December
2016 29,620,948 296,209
=================================== ============== =========== ========
Share issues
On 17th November 2015 (date of incorporation), one share was
issued at GBP1 each. On 18 May 2016, the Founder invested
GBP230,000 by subscribing for 6,571,328 Ordinary Shares at 3.5
pence per Ordinary Share. On 6 October 2016, the Company closed a
private placing raising approximately GBP1,152,476 through the
issue of 23,049,520 Ordinary Shares to the Places at a price of 5
pence per Ordinary Share.
9. DIRECTORS REMUNERATION
Directors fees for the period Salary
and
fees Benefits Bonus Total Pension
GBP GBP GBP GBP GBP
W B James 21,000 - - 21,000 -
R Hartheimer 12,500 - - 12,500 -
N Connell 12,500 - - 12,500 -
---------------- ------- ---------
46,000 - - 46,000 -
============== ======= ========= ====== ======= ========
The Directors were appointed for an initial term commencing on
1st July 2016 and ending on completion of the acquisition by the
Company of an operating company or business, at which time each
Director shall retire from office and offer himself for
re-appointment by the members.
During the period to 31 December 2016 there were no staff costs,
as no staff were employed by the Company, other than the Directors
fees.
10. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. The capital structure of the Company consists
of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves.
11. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments,
comprising cash, short-term deposits, bank loans and overdrafts and
various items such as trade receivables and payables, which arise
directly from operations. The Company does not trade in financial
instruments.
Financial risk factors
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
Fair values
Management assessed that the fair values of cash and short-term
deposits, trade receivables, trade payables, bank overdrafts and
other current liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments.
12. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and
cash equivalents, trade and other receivables and trade and other
payables. The Company's accounting policies and method adopted,
including the criteria for recognition, the basis on which income
and expenses are recognised in respect of each class of financial
assets, financial liability and equity instrument are set out in
Note 2. The Company do not use financial instruments for
speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
Financial assets GBP
-------------------------------- ----------
Loans and receivables
Other receivables 10,513
Cash and cash equivalents 1,211,344
--------------------------------- ----------
Total financial assets 1,221,857
--------------------------------- ----------
Financial liabilities measured
at amortised cost
-------------------------------- ----------
Other payables 30,978
Total financial liabilities 30,978
--------------------------------- ----------
There are no financial assets that are either past due or
impaired.
13. PENSION COMMITMENT
The Company has no pension commitments at the end of the
period.
14. OPERATING LEASES
During the period the company did not enter into any operating
leases.
15. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation has been disclosed in note 9.
During the period the Company did not enter into any material
transactions with related parties. As at the balance sheet date the
amounts due to the directors was GBPnil.
16. CONTROL
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at 20(th) April
2017.
Shareholder Shareholding %
-------------------------------- ------------- -------
Digger International Group
PLTD 7,500,000 25.32%
Boston Merchant (HK) Limited 6,571,428 22.19%
Boston Merchant Financial
PLTD 5,100,000 17.22%
Stephen Gibson 3,000,000 10.13%
SCA LTD 2,000,000 6.75%
David Bailey 1,000,000 3.38%
------------------------------- ------------- -------
17. Events after the reporting date
In April 2017, an issue of 1,000,000 ordinary shares of GBP0.01
each at a consideration of 5 pence per share was placed in the
market
This information is provided by RNS
The company news service from the London Stock Exchange
END
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April 28, 2017 11:22 ET (15:22 GMT)
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