FHP Fandango Holdings Plc

Half yearly report for the period ended 31 August 2024

To the members of Fandango Holdings plc

Chairman's Report

Fandango Holdings PLC ("the Company") is an investment company incorporated on 25 August 2016, with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector.

On 22 June 2023 Fandango Holdings plc announced that it had executed non-binding Heads of Terms ('HoT') to acquire European Battery Metals Pty Ltd ('the Acquisition') ("EBM"). 

The Company has prepared a prospectus in relation to the Acquisition, which is currently being reviewed by the United Kingdom Listing Authority, part of the Financial Conduct Authority for approval and progress is being made with respect of that. The company has been hampered slightly in terms of timing due to different year and period ends of the target company which has meant that we have to prepare a further set of EBM accounts, which was not expected, and these will be subject to review by the Reporting Accountants, Haysmacintyre who will update their report to reflect the latest set of accounts from EBM and these interim accounts for Fandango.

Following approval by the UKLA the company will make an application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

The Acquisition is subject, inter alia, to the completion of due diligence, documentation, and compliance with all regulatory requirements, including the Listing and Prospectus Rules and as required, the Takeover Code.  The Acquisition, if it proceeds, will constitute a Reverse Takeover ('RTO") under the Listing Rules since, inter alia, in substance it will result in a fundamental change in our business and the directors and it's financing by new investors and shareholders.

As the Acquisition will constitute a Reverse Takeover under the Listing Rules, the Company's ordinary shares shall remain suspended pending the publication of a prospectus and the application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

Results for the period

For the period from 1 March 2024 to 31 August 2024, the Company's results include, inter alia, the ongoing running costs of the Company such as audit costs in addition to advisory costs, legal fees and reporting accountants' fees relating to the proposed RTO described above. These costs have increased in the period as the company approaches finalising the prospectus for the proposed RTO with FCA. The directors have not drawn fees during the period under review.

Long-term strategy and business objectives

The current strategy of the Company is to complete the proposed RTO of EBM as swiftly as possible and within the timescale indicated above. The directors would like to thank the directors of EBM and the incoming investors for their continued patience during this RTO process the directors are aiming to conclude as soon as practicable.

Risks and uncertainties

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

Going Concern

As stated in Note 1 to the condensed financial statements, the directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

Post Balance Sheet Events

There are no post balance sheet events to report.

Responsibility Statement

We confirm that to the best of our knowledge:

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

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

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

Charles Tatnall

Chairman

27 November 2024