Papillon Holdings Papillon Holdings Plc : Half-yearly Report
September 28 2016 - 1:00AM
UK Regulatory
TIDMPPHP
PAPILLON HOLDINGS PLC
Interim management report
Half yearly report for the period ended 30 June 2016
To the members of Papillon Holdings plc
Results for the period
For the period from incorporation on 19 October 2015 to 30 June 2016,
the Company's results included the running costs of the Company and
listing fees on the London Stock Exchange which, through careful control,
we have kept to a minimum
During the period, the Company raised GBP874,000 gross in equity capital
and on 24(th) June 2016 the Company successfully listed its entire share
capital on the London Stock Exchange.
Long-term strategy and business objectives
The Company will be seeking to acquire a company or asset within the
industrial or services sector, with a view to implementing a strategy
that will generate significant value for its shareholders.
Risks and uncertainties
The Company is a newly formed entity, lacking an 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
Although the Company will seek to evaluate the risks inherent in a
particular target business (including the industries and geographic
regions in which it operates), it cannot offer any reassurance that it
will make a proper discovery or assessment of all of the significant
risks. Furthermore, no assurance may be made that an investment in
Ordinary Shares will ultimately prove to be more favourable to investors
than a direct investment, if such opportunity were available, in a
target company or business.
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 Event
On 9 September 2016 the Company informed shareholders that it has signed
a non-binding Heads of Terms to acquire the entire issued share capital
of myclubbetting.com Limited, a specialised betting and gaming related
business, for new shares in the Company (the "Acquisition"). The
Acquisition, if completed, would result in Papillon shareholders having
a minority interest in the enlarged group (the "Group"). 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
under the Listing Rules since, inter alia,in substance it will result in
a fundamental change in the business of the issuer.
Responsibility Statement
We confirm that to the best of our knowledge:
1. the condensed set of financial statements has been prepared in accordance
with IAS 34 'Interim Financial Reporting';
2. 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
3. the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide
additional information to shareholders to assess the Company's
strategies and the potential for those strategies to succeed. The IMR
should not be relied on by any other party or for any other purpose.
Charles Tatnall
Chief Executive Officer
28 September 2016
For more information:
Papillon Holdings plc www.papillonholdingsplc.com
Charles Tatnall, Director Tel: +44 (0) 20 8720 9323
or info@papillonholdingsplc.com
Alfred Henry Corporate Finance Ltd
Jon Isaacs Tel: 020 7309 2242
or jisaacs@alfredhenry.com
PAPILLON HOLDINGS PLC
STATEMENT OF COMPREHENSIVE INCOME - FOR THE PERIODED 30 JUNE 2016
Period ended
30 June
2016
GBP ('000)
(unaudited)
Revenue -
Cost of Sales -
Gross Profit -
Administrative expenses (46)
Admission costs (172)
Loss before taxation (218)
Taxation -
Loss for the period (218)
Loss per share - basic and diluted (pence) (1.37p)
PAPILLON HOLDINGS PLC
STATEMENT OF CHANGES IN EQUITY - FOR THE PERIODED 30 JUNE 2016
Share Capital Share premium Retained earnings Total
GBP ('000) GBP ('000) GBP ('000) GBP ('000)
Equity at the
start of the
period - - - -
Total
recognised
income and
expense for
the period - - (218) (218)
Issue of share
capital 132 742 - 874
Equity at the
end of the
period 132 742 (218) 656
PAPILLON HOLDINGS PLC
STATEMENT OF FINANCIAL POSITION - AS AT 30 JUNE 2016
As at
30 June
2016
GBP ('000)
(unaudited)
Assets
Current assets
Prepayments 39
Cash and cash equivalents 703
Total Assets 742
Equity and Liabilities
Share capital 132
Share premium 742
Retained earnings (218)
Total Equity 656
Current Liabilities
Trade payables 1
Accruals 85
Total Liabilities 86
Total Equity and Liabilities 742
PAPILLON HOLDINGS PLC
CASH FLOW STATEMENT - FOR THE PERIOD TO 30 JUNE 2016
Period ended
30 June
2016
GBP ('000)
(unaudited)
Cash flows from operating activities (218)
(Increase) in trade and other receivables (39)
Increase in trade and other payables 86
Net cash flows from operating activities (171)
Cash flows from investing activities
Net cash flows from investing activities -
Cash flows from financing activities
Net proceeds from issue of share capital 874
Net cash flows from financing activities 874
Net increase in cash and cash equivalents 703
Cash and cash equivalents at the beginning of the
period -
Cash and cash equivalents at the end of the period 703
NOTES TO THE UNAUDITED INTERIM REPORT
1. Accounting policies
Basis of preparation
This announcement was approved by the Board of directors on 28th
September 2016
The financial information in this interim report has been prepared in
accordance with the International Financial Reporting Standards. IFRS
comprises standards issued by the International Accounting Standards
Board (IASB) and the interpretations issued by the International
Financial Reporting Interpretations Committee (IFRIC) as adopted by the
European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective for the
first time in this period that would be expected to have a material
impact on the company.
The financial information has been prepared under the historical cost
convention, as modified by the accounting for financial instruments at
fair value.
The Directors are of the opinion that the financial information should
be prepared on a going concern basis, in the light of the Company's
financial resources.
These condensed interim financial statements for the nine months ended
30 June 2016 are unaudited.
No taxation charge has arisen for the period and the Directors have not
declared an interim dividend.
Copies of the interim report can be found on the Company's website at
www.papillonholdingsplc.com
Going concern
The directors are satisfied that the Company has sufficient resources to
continue in operation for the foreseeable future, a period of not less
than 12 months from the date of this report. Accordingly, they continue
to adopt the going concern basis in preparing the condensed financial
statements.
2. Loss per share
Basic loss per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the period.
For diluted loss per share, the weighted average number of ordinary
shares in issue is adjusted to assume conversion of all dilutive
potential ordinary shares.
The calculation of basic and diluted earnings per share is based on the
following figures:-
Period ended
30 June
2016
GBP
(unaudited)
Loss for the period (218,005)
Weighted average number of
shares - basic and diluted 15,921,034
Basic earnings per share (1.37p)
Diluted earnings per share (1.37p)
2. Loss per share (Continued)
The basic and diluted earnings per share are the same, since where a
loss is incurred the effect of outstanding share options and warrants is
considered anti-dilutive and is ignored for the purpose of the loss per
share calculation.
3. Share Capital
As at 30 June
2016
GBP ('000)
(unaudited)
132,400,000 Ordinary shares of GBP0.001 each (132)
On 19 October 2015, the Company was incorporated with an issued share
capital of two Ordinary shares of GBP1 each.
On 18 March 2016, the Company subdivided each ordinary share of GBP1
into 1,000 Ordinary shares of GBP0.001 each.
On 18 March 2016, the Company issued and allotted 49,998,000 Ordinary
shares of GBP0.001 each at par.
On 24 June 2016, the Company issued and allotted 82,400,000 Ordinary
shares of GBP0.001 each at GBP0.01. Furthermore on this date, the entire
share capital was listed on the London Stock Exchange.
4. Share Warrants
The Company has issued Placing warrants to the Placees to subscribe at
1.5 pence per Ordinary share for up to 41,200,000 Ordinary shares each
on the basis of one Placing warrant for every two Placing shares
subscribed for by each Placee. The Placing warrants are unlisted and are
exercisable up to the second anniversary of Admission in whole or in a
minimum aggregate amount of 50,000 Placing warrants.
The Company has issued Founder warrants to James Longley and Charles
Tatnall, to subscribe at 1.25 pence per Ordinary share for up to 10
million Ordinary shares each. The Founder warrants are unlisted and are
exercisable up to the third anniversary of Admission in whole or in a
minimum aggregate amount of 50,000 Founder warrants.
The Company has issued Broker warrants to JIM Nominees Limited to
subscribe at the Placing Price for up to 10,300,000 Ordinary Shares. The
Broker warrants are unlisted and are exercisable up to the fifth
anniversary of Admission in whole or in a minimum aggregate amount of
50,000 Broker warrants.
5. Reports
A copy of this announcement will be mailed to shareholders and copies
will be available for members of the public at the Company's Registered
Office 27-28 Eastcastle Street London W1W 8DH
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Papillon Holdings PLC via Globenewswire
http://papillonholdingsplc.com/
(END) Dow Jones Newswires
September 28, 2016 02:00 ET (06:00 GMT)
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