30 April 2018
[NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED
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Simian Global Plc
("Simian Global" or the "Company")
Simian Global, the special purpose acquisition company
incorporated in the United Kingdom
and established to undertake the acquisition of a company or a
business in the technology, media and telecommunications sector, is
pleased to announce its final results for the period ended
31 December 2017.
Chairman’s Statement
The Company successfully completed a placing of 5,130,000 shares
at £0.15 per share, and its shares were admitted to trading on the
London Stock Exchange Main Market – Standard Segment (“Main
Market”) on 10 January 2017. The
Company raised £769,500 before expenses.
The Company identified a potential target business to acquire,
and due diligence on the target commenced in February 2017.
The loss for the period was £277,000 [2016 : loss of £101,000],
which was primarily as a result of the due diligence costs relating
to the acquisition.
Cash in hand was £264,000 at the year end [2016 : £60,000].
Outlook
The Company is progressing the acquisition and hopes that this
will conclude in the near term, at which point the newly enlarged
Company’s shares will resume trading on the Main Market.
Principal activity and fair review of
the business
The company was incorporated on 26
February 2016.
The Company has been formed for the purpose of acquiring a
company or business. The Company has identified a target
acquisition and the Company expects that any funds not used in
connection with 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.
The Company is currently undertaking an acquisition that, if
successful, will result in a reverse takeover (the “Acquisition”).
Following completion of the 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 trading results for the period ended 31 December 2017, and the financial position at
the end of the period are shown in the audited financial
statements. The profit and loss account for the period shows a loss
before tax of £277,000.
Key Performance indicators
There are no key performance indicators for this period as the
company has not completed its investment activity.
Principal risks and uncertainties
- Business Strategy
The company is a newly formed entity with no operating history
and has not yet completed an acquisition.
The company may acquire either less than whole voting control
of, or less than a controlling equity interest in, a target, which
may limit its operational strategies.
The company may be unable to complete the Acquisition in a
timely manner or at all or to fund the operations of the target
business if it does not obtain additional funding following
completion of the acquisition.
- Liquidity Risk
The Directors have reviewed the working capital requirements and
believe that there is sufficient working capital to fund the
business.
Finance
The Company continues with the Acquisition and has sufficient
funds in hand to conclude the transaction. The Company is seeking
to raise further finance at the time of completion to provide
adequate funds to grow the target business post acquisition
.
Future developments and acquisition
strategy
The Company has a target acquisition under contemplation. The
Company’s efforts in identifying a prospective target company or
business will not be limited to a particular industry or geographic
region, but the Directors intend to focus on the technology, media
and telecommunications sectors primarily in Europe and Asia, but will also consider investments in
other geographical regions, given their experience in these areas.
The Directors believe that these sectors offer good growth
opportunities currently, and there are various opportunities within
these sectors that can enhance shareholder value in the long run.
The Directors intend to focus on specific areas within these
sectors that have a new technology and/or internet aspect to the
business, which might differentiate the business and offer above
average growth prospects.
Going Concern
The day to day working capital requirements and investment
objectives are met by existing cash resources and the issue of
equity. At 31 December 2017 the
company had a cash balance of £264,000. The company’s forecasts and
projections, taking into account reasonably possible changes in the
level of overhead costs, show that the company should be able to
operate within its available cash resources. The directors have, at
the time of approving the financial statements, a reasonable
expectation that the company has adequate resources to continue in
existence for the foreseeable future. They therefore continue to
adopt the going concern basis of accounting in preparing the
financial statements.
On behalf of the board
__________________
Edward Ng
Director
27 April 2018
Statement of Comprehensive Income
For the Year Ended 31
December 2017
|
|
|
|
|
|
|
Year
ended 31 December 2017 |
|
Period
from 26 February 2016 to 31 December 2016 |
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
|
|
|
|
| Continuing
operations |
|
|
|
|
|
|
|
|
|
| Reverse acquisition
costs |
|
181 |
|
- |
| Listing Costs |
|
- |
|
96 |
| Administrative
expenses |
|
96 |
|
5 |
| Loss before
taxation |
|
277
|
|
101 |
| Taxation |
|
- |
|
- |
| Loss and
comprehensive loss for the year |
|
277 |
|
101 |
|
|
|
|
|
|
|
|
|
|
| Basic and diluted Loss
per share |
|
(4.53p) |
|
(12.73p) |
|
|
|
|
|
Since there is no other comprehensive loss, the loss for the
year is the same as the total comprehensive loss for the year
attributable to the owners of the company.
Statement of Financial Position
As at 31 December 2017
|
|
As at
31 December |
As at 31
December |
|
|
2017 |
|
|
2016 |
|
|
£’000 |
|
|
£’000 |
| Assets |
|
|
|
|
|
|
|
|
|
|
|
| Current
assets |
|
|
|
|
|
| Other receivables |
|
250 |
|
|
24 |
| Cash and cash
equivalents |
|
264 |
|
|
60 |
|
|
|
|
|
|
| Total
Assets |
|
514 |
|
|
84 |
|
|
|
|
|
|
| Equity and
liabilities |
|
|
|
|
|
| Current
liability |
|
|
|
|
|
| Trade and other
payables |
|
12 |
|
|
75 |
|
|
|
|
|
|
| Total Liability |
|
12 |
|
|
75 |
|
|
|
|
|
|
|
|
|
|
|
|
| Equity attributable
to equity holders of the company |
|
|
|
|
|
|
|
|
|
|
|
| Called up share
capital |
|
623 |
|
|
110 |
| Share Premium |
|
257 |
|
|
- |
Accumulated deficit
|
|
(378) |
|
|
(101) |
|
|
|
|
|
|
| Total Equity |
|
502 |
|
|
9 |
|
|
|
|
|
|
| Total Equity and
liabilities |
|
514 |
|
|
84 |
|
|
|
|
|
|
Statement of Cash Flows
For the Year Ended 31 December
2017
|
|
|
Year
ended 31 December 2017 |
|
Period
ended 31 December 2016 |
|
|
|
|
|
|
|
|
|
£’000 |
|
£’000 |
|
|
|
|
|
|
| Cash flows from
operating activities |
|
|
|
|
|
| Operating loss |
|
|
(565) |
|
(50) |
| Net Cash utilised
by operating activities |
|
|
(565) |
|
(50) |
|
|
|
|
|
|
| Cash flows from
financing activities |
|
|
|
|
|
| Proceeds from issue of
ordinary shares |
|
|
513 |
|
110 |
| Increase in share
premium |
|
|
256 |
|
- |
| Net cash flows from
financing activities |
|
|
769 |
|
110 |
|
|
|
|
|
|
| Net increase in
cash and cash equivalents |
|
|
204 |
|
60 |
| Cash and cash
equivalents at the beginning of the year |
|
|
60 |
|
- |
| Cash and cash
equivalents at end of year |
|
|
264 |
|
60 |
|
|
|
|
|
|
| Represented
by: Bank balances and cash |
|
|
264 |
|
60 |
|
|
|
|
|
|
Statement of Changes in Equity
For the Year Ended 31 December
2017
|
|
Share
premium |
Share
capital |
Accumulated deficit |
Total
equity |
|
|
£’000 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
| On
Incorporation |
|
- |
50 |
- |
50 |
|
|
|
|
|
|
| Shares issued during
the period |
|
- |
60 |
- |
60 |
| Loss for the
period |
|
- |
- |
(101) |
(101) |
|
|
|
|
|
|
| As at 31 December
2016 |
|
- |
110 |
(101) |
9 |
|
|
|
|
|
|
| Shares issued during
the year |
|
257 |
513 |
- |
770 |
|
|
|
|
|
|
| Loss for the year |
|
- |
|
(277) |
(277) |
|
|
|
|
|
|
| As at 31 December
2017 |
|
257 |
623 |
(378) |
502 |
Share capital is the amount subscribed for shares at nominal
value.
Accumulated deficit represents the cumulative loss of the Company
attributable to equity shareholders.
Share premium represents the amounts received on share issues in
excess of nominal value.
Notes to Preliminary Results for the
Year Ended 31 December 2017
These are not full accounts in terms of Section 434 of the
Companies Act 2006. The information contained within this
financial information, which is extracted from the Annual Report
and Financial Statements 2017, constitute regulated information,
which is to be communicated to the media in full unedited text
through a Regulatory Information Service in accordance with the
FCA's Disclosure Guidance and Transparency Rules ("DTR"), Rule
6.3.5R. This announcement is not a substitute for reading the full
Annual Report and Financial Statements 2017
Full accounts for the year ended 31
December 2017 have been lodged with the Registrar of
Companies. The audited financial statements for the period
ended 31 December 2017 contain an
unqualified audit report.
The Company's Annual Report and Financial Statements 2017 and
Strategic Report 2017 can be viewed on the Company's website at
http://www.simianglobal.com/
--- ENDS ---
Enquiries:
Simian Global Plc
Edward Ng
Tel: +44 (0)20 7866 2145
Alffed Henry Corporate Finance Limited
Jon Isaacs / Nick Michaels
www.alfredhenry.com
Tel: +44 (0) 20 772 0021
