TIDMSPC
RNS Number : 9604V
U.K. SPAC PLC
17 December 2021
17 December 2021
U.K. SPAC Plc
Ha lf-y e arly report to 30 September 2021
U.K. SPAC Plc ("the Company") announces its unaudited
half-yearly report to 30 September 2021 ("the Period").
-- Net loss before tax for the first half of the year was GBP261k (2020: GBP69k).
-- The company disposed of its trading subsidiaries in the
accounting period ended 31 March 2021 and therefore does not have
any turnover for the period.
Peter Jay (Executive Chairman) said:
This half-yearly statement covers the period from 1 April 2021
to 30 September 2021 and follows the disposal of Mountfield
Building Group Limited and Connaught Access Flooring Holdings
Limited, which completed on 3 March 2021, and the Company becoming
an AIM Rule 15 cash shell. You may recall that the decision to sell
the divisions followed the major impact that they suffered during
and following the pandemic lock-down in March 2021.
Although the Company did not trade during the period covered by
this statement, the Directors of the Company were actively engaged
in sourcing and appraising reverse takeover opportunities following
the sales of its two trading divisions.
Following the sales, the Board was reconstituted with the
resignations of Andy Collins and Graham Read and by the
appointments of Brent Fitzpatrick and Simon Grant-Rennick, two
persons with considerable experience of being members of boards of
cash shells, to join me on the Board of the Company. Our job was
twofold, to manage the affairs of the then non-trading Company and
to source a business or asset that could, following a reverse
take-over, provide shareholders with value and liquidity.
The sourcing I referred to above involved discussions with a
number of entrepreneurs who were looking for a suitable cash shell
to reverse their businesses into and also with Peterhouse Capital
Limited who had been appointed as the Company's broker and who had
raised over GBP3m for the Company in order to re-position it as a
cash shell.
By the end of May 2021, the Directors had been introduced to,
and were in extensive discussions with, a company whose business,
although nascent, contained not only the assets and business model
required to create a substantial operation but also an experienced
management team. The Company, Hellenic Dynamics S.A., ("Hellenic")
is company that has been set up in order to become a medical
cannabis cultivation business. Based in Northern Greece and with
the infrastructure required to undertake a substantial business
operation in that sector, Hellenic aims to become a leading grower
of medicinal cannabis in Europe within the next few years.
After further negotiation, a binding sale and purchase agreement
("Agreement"), subject to certain conditions including admission to
the standard segment of the Official List of the Financial Conduct
Authority ("FCA") and to trading on the London Stock Exchange's
main market for listed securities ("Standard Listing"), was entered
into between the Company and Hellenic on 2 August 2021. The
Agreement values the Company at a minimum of GBP11.76m for the
purposes of the transaction and Hellenic at GBP45.2m. As a result
of the Agreement, trading in the shares of the Company were
suspended in accordance with the AIM Rules. A long stop date ("Long
Stop Date") for completion of the sale and purchase and for
admission to the Standard List ("Admission") of the Company's
enlarged share capital of 31 October 2021 was agreed and the
Company that day submitted a first draft of the prospectus in
connection with Admission to the FCA along with an application in
respect of a Standard Listing.
The Board of the Company and its advisers had expected the
transaction to be completed and Admission to have occurred by 31
October 2021. I am able to tell you that the delays in completing
the purchase (and the postponement of the Long Stop Date to 31
January 2022) did not result from any problems with the transaction
or those raised by the FCA but from the fact that Hellenic's
business will be undertaken in the German and Greek markets and
this has substantially increased the due diligence requirements of
the transaction and the Company has had to obtain opinions in
various jurisdictions. In addition, as Hellenic will be one of the
first medicinal cannabis cultivators to undertake a London listing,
the FCA, understandably and appropriately, requires an extended
period to consider and review such an application due to the nature
of Hellenic's product and to review the Company's systems,
procedures and controls and licenses.
As the Company and Hellenic said in the announcement that the
former put out on 1 November 2021, they are both committed to
completing the Agreement at the earliest possible date.
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulation (EU) No. 596/2014.
U.K. SPAC Plc
P eter Jay, C hair man
Simon Grant-Rennick, Non-executive Director
Nigel Fitzpatrick, Non-executive Director +44 ( 0 )1 2 68 5 61 516
Cairn Financial Advisers LLP
Jo Turner/Sandy Jamieson +44 ( 0 )20 72 13 0880
Peterhouse Capital Limited
Lucy Williams / Eran Zucker +44 (0)20 7469 0930
Condensed consolidated statement of comprehensive income
For the six months ended 30 September 2021
6 months 6 months 15 months
to 30 September to to
2021 30 September 31 March
2020 2021
(unaudited) (unaudited) (audited)
Note GBP GBP GBP
Revenue - - -
Cost of sales - - -
----------------- -------------- ------------
Gross profit - - -
Administrative expenses (261,273) (117,722) (414,048)
----------------- -------------- ------------
Operating profit (261,273) (117,722) (414,048)
Net finance costs - - (2,132)
----------------- -------------- ------------
Profit before income tax (261,273) (117,722) (416,180)
Income tax expense 3 - - -
----------------- -------------- ------------
Loss from continuing operations (261,273) (117,722) (416,180)
Profit/(Loss) from discontinued
operations, net of tax 5 - 48,406 (6,465,990)
Total comprehensive profit
for the period (261,273) (69,316) (6,882,170)
================= ============== ============
Earnings per share 4
Continued operations:
Basic earnings per share (0.014)p (0.046)p (0.115)p
Diluted earnings per share (0.007)p (0.046)p (0.087)p
================= ============== ============
Discontinued operations:
Basic earnings per share - 0.019p (1.792)p
Diluted earnings per share - 0.019p (1.353)p
================= ============== ============
There are no recognised gains and losses other than those
passing through the Statement of Comprehensive Income.
Condensed consolidated statement of financial position
As at 30 September 2021
30 September 30 September 31 March
2021 2020
(Unaudited) (Unaudited) 2021
(audited)
Note GBP GBP GBP
ASSETS
Non-current assets
Investments 6 166,510 - -
Intangible assets - 6,874,308 -
Property, plant and equipment - 112,280 -
Right-of-use assets - 87,833 -
------------- ------------- ------------
166,510 7,074,421 -
------------- ------------- ------------
Current assets
Inventories - 145,355 -
Trade and other receivables 61,264 2,780,768 35,617
Cash and cash equivalents 2,456,832 290,578 2,858,775
2,518,096 3,216,701 2,894,392
------------- ------------- ------------
TOTAL ASSETS 2,684,606 10,291,122 2,894,392
============= ============= ============
EQUITY AND LIABILITIES
Share capital and reserves
Issued share capital 7 4,122,400 2,524,426 4,122,400
Share premium 7 2,816,208 1,490,682 2,816,208
Capital redemption reserve 7,500 7,500 7,500
Merger reserve - 4,051,967 -
Reverse acquisition reserve - (2,856,756) -
Retained earnings (4,329,493) 1,463,053 (4,180,798)
------------- ------------- ------------
TOTAL EQUITY 2,616,615 6,680,872 2,765,310
------------- ------------- ------------
Current liabilities
Trade and other payables 67,991 3,066,958 129,082
Short-term borrowings - 210,000 -
Lease liabilities - 87,833 -
Current tax payable - 175,459 -
------------- ------------- ------------
67,991 3,540,250 129,082
Non-current liabilities
Loan notes - 70,000 -
TOTAL LIABILITES 67,991 3,610,250 129,082
------------- ------------- ------------
TOTAL EQUITY & LIABILITIES 2,684,606 10,291,122 2,894,392
============= ============= ============
Co ndens ed cons olidated s tat e m ent of changes in equity
Fo r the six m onths ended 30 September 2021
Sh ar e ca p Sh ar e Capital R e v er M e r ge r R e t ai n ed To t a l
i t al p re m i redemption se A c qu rese r ve ear n i ng s
um reserve GBP isi ti on
GBP rese r ve GBP GBP GBP
GBP GBP
B a la n c e
at 1 April
2020 2,524,426 1,490,682 7,500 (2,856,756) 4,051,967 1,532,369 6,750,188
T o ta l c omp
r e h e nsi
ve i nc ome - - - - - (69,316) (69,316)
------------- ------------- ------------- ------------- -------------- ------------- -----------
B a la n c e
at 30
September
2020 2,524,426 1,490,682 7,500 (2,856,756) 4,051,967 1,463,053 6,680,872
------------- ------------- ------------- ------------- -------------- ------------- -----------
B a la n c e
at 1 October
2020 2,524,426 1,490,682 7,500 (2,856,756) 4,051,967 1,463,053 6,680,872
Issue of
shares during
the year 1,597,974 1,558,026 - - - - 3,156,000
Share issue
costs - (232,500) - - - - (232,500)
Transfer of
reserves - - - 2,856,756 (4,051,967) 1,195,211 -
Share based
payment
charge - - - - - 22,516 22,516
T o ta l c omp
r e h e nsi
ve income - - - - - (6,861,578) (6,861,578)
------------- ------------- ------------- ------------- -------------- ------------- -----------
B a la n c e
at 31 March
2021 4,122,400 2,816,208 7,500 - - (4,180,798) 2,765,310
------------- ------------- ------------- ------------- -------------- ------------- -----------
B a la n c e
at 1 April
2021 4,122,400 2,816,208 7,500 - - (4,180,798) 2,765,310
Share based
payment
charge - - - - - 112,578 112,578
T o ta l c omp
r e h e nsi
ve income - - - - - (261,273) (261,273)
------------- ------------- ------------- ------------- -------------- ------------- -----------
B a la n c e
at 30
September
2021 4,122,400 2,816,208 7,500 - - (4,329,493) 2,616,615
------------- ------------- ------------- ------------- -------------- ------------- -----------
Condensed consolidated cash flow statement
For the six months ended 30 September 2021
6 months 6 months 15 months
to to to
30 September 30 September 31 March
2021 2020
(unaudited) (unaudited) 2021
(audited)
Note GBP GBP GBP
Cash from operating activities:
Operating profit (261,273) (64,938) (6,850,493)
Adjusted for:
Depreciation - 25,417 55,032
Loss on disposal of tangible fixed
assets - - 1,079
Loss on disposal of subsidiaries 5 - - 6,751,996
Share based payment charge 112,578 - 22,516
(Increase)/ decrease in inventories - (11,073) 22,423
(Increase)/ decrease in trade and
other receivables (25,647) 829,777 (1,813,977)
(Decrease)/ increase in trade and
other payables (61,091) (568,640) 1,830,032
-------------- -------------- ------------
Cash (used in)/ generated by operations (235,433) 210,543 18,608
Finance costs - (4,378) (17,239)
Taxation paid - (5,963) (181,114)
Net cash
(outflow)/inflow
from
operating
activities (235,433) 200,202 (179,745)
-------------- -------------- ------------
Cash flows from investing activities
Disposal of discontinued operation,
net of cash disposed of 5 - - (557,980)
Purchase of property, plant and
equipment - (16,499) (31,356)
Acquisition of investment (166,510) - -
Proceeds from sale of property,
plant and equipment - - 600
Net cash flows
from / (used) in
investing
activities (166,510) (16,499) (588,736)
-------------- -------------- ------------
Cash flows from financing activities:
Proceeds from issues of shares - - 3,156,000
Share issue costs - - (232,500)
Lease repayments - (15,500) (36,167)
Repayment of non-convertible loan
notes - (7,961) (62,962)
Repayment of short-term loans - - -
-------------- -------------- ------------
Net cash flows from financing activities - (23,461) 2,824,371
============== ============== ============
Net (decrease)/increase in cash
and cash equivalents (401,943) 160,242 2,055,890
Cash and cash equivalents brought
forward 2,858,775 130,336 802,885
-------------- -------------- ------------
Cash and cash equivalents carried
forward 2,456,832 290,578 2,858,775
============== ============== ============
For the purposes of the cash flow statement, cash and cash
equivalents comprise the following:
As at 30 September As at 30 As at 31 March
2021 September 2021
2020
GBP GBP GBP
Cash at bank and in hand 2,456,832 290,578 2,858,775
Bank overdraft - - -
2,456,832 290,578 2,858,775
=================== =========== ===============
1 . Notes to the Interim Report
B a s is of preparation
T h e Company's half-yearly f i n a ncial state m e n ts f or
the s ix m o n t hs en ded 30 September
2021 were auth orised f or is s ue by the directors on 16 December 2021.
Whilst the Company does not have any subsidiaries during the
period, the intention is to make an acquisition before the year
ended 31 March 2022 and therefore consolidated accounts will be
required for the full year in accordance with IFRS 10. Under AIM
rule 18 the interim accounts should be prepared under the same
basis as the year end accounts and therefore the accounts and
comparatives are referred to as consolidated even though the
company had no subsidiaries during the period.
T h e co ns olidated half-yearly fin a ncial state men t s, w
hich are u nau dited, do n ot con stit ute s tatuto ry accou n ts
wit h in t he meaning of Section 434 of t he C o m p a nies Act
2006. T he statuto ry accou nts f or t he year en ded 31 March 2021
have been filed with t he Regis t rar of Co m panies at C o m
panies Hou se. T he au dit report on t he statuto ry accou n ts f
or the year en ded 31 March 2021 was u n q ualified and did n ot co
ntain a ny state men ts un der Section 498 (2) or ( 3) of the C o m
panies Act 2006.
T h e annu al f i n a ncial state m e nts of U.K. SPAC Plc f or
the year en ded 31 March 2022 w ill be prepar ed in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006, IFRIC Interpretations and
with those parts of the Companies Act 2006 applicable to companies
reporting under IFRS. A ccordin g l y, these inter im f i nan cial
state ments h a ve been prepared us i ng accou nti ng policies con
siste nt with t h o se w hich will be adopted by t he Company in t
he f i nancial state m e nts a nd in co m pliance with IAS 34 " I
nter im finan cial reporting".
T h e co ns olidated inter im f i n a ncial state men ts have
been prepared in accordance w ith the acco unti ng policies set o
ut in the ann ual fin a ncial state men ts f or the year en ded 31
March 2021.
B a s is of cons olidation
T h e Gro up finan cial in f o r m ati on co ns olidates t hat
of t he co m p a ny and its s u b sidiaries.
A ll i ntr a - g r o up transactio ns, balances, i nco me a nd
ex pen ses are eli m i nated on co ns olidatio n.
2. Seg m ental reporting
Seg ment in f o r mation is presented in res pect of the Group
's b us i ness s e g m e n t s prior to the disposal of its
subsidiaries on 3 March 2021, w hich are based on the Gro u p 's
man a g e m e nt and i nter nal reporting str uct u re.
The chief operating decision-maker has been identified as the
Board of Directors (the Board). The Board reviews the Group's
internal reporting in order to assess performance and allocate
resources. Management have determined the operating segments based
on these reports and on the internal report's structure.
Segment performance is evaluated by the Board based on revenue
and profit before tax ("PBT"). Segment results include items
directly attributable to a segment as well as those that can be
allocated on a reasonable basis, such as centrally managed costs
relating to individual segments and costs relating to land used in
more than one individual segment.
Given that income taxes and certain corporate costs are managed
on a centralised basis, these items are not allocated between
operating segments for the purposes of the information presented to
the Board and are accordingly omitted from the analysis below.
The Group comprised up to 3 March 2021 the following
segments:
Construction
Direct contracting and trade contracting services to both main
contractors and corporate end users.
Fit-out
Providing raised flooring systems to both main contractors and
corporate end users.
Segmental operating performance
Six months to 30 Six months to Fifteen months
September 2021 30 September 2020 to 31 March 2021
Segmental PBT Segmental PBT Segmental PBT
revenue revenue revenue
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------- -------- ---------- --------
Construction - - 2,537 10 6,427 171
Fit -out - - 2,832 39 6,090 130
- - 5,369 49 12,517 301
Inter-segmental revenue
and unallocated costs - (261) - (118) - (7,168)
----------- -------- ----------- -------- ---------- --------
- (261) 5,369 (69) 12,517 (6,867)
===================================== ======== =========== ======== ========== ========
Business segments assets and liabilities
Six months to Six months to Fifteen months
30 September 30 September 2020 to 31 March 2021
2021
Segment Segment Segment Segment Segment Segment
assets liabilities assets liabilities assets liabilities
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- -------------
Construction - - 1,128 1,514 - -
Fit-out - - 3,040 1,668 - -
- - 4,168 3,182 - -
Goodwill - Construction - - 2,000 - - -
Goodwill - Fit-out - - 4,874 - - -
Other unallocated assets
& liabilities 2,685 68 9 1,188 2,894 129
2,685 68 11,051 4,370 2,894 129
======== ============= ======== ============= ======== =============
Unallocated assets consist of deferred tax, trade and other
receivables and cash held by the Company.
Unallocated liabilities consist of trade and other payables and
interest-bearing loans owed by the Company.
Revenue by geographical des tination
Revenue is attributable to the United Kingdom and other EU
markets. T o tal assets incl u ding proper t y, plant and eq uip m
e nt and i n tangible a ssets are all held in t he UK.
3 . Inco me tax (expense)/credit (continuing operations)
6 months 6 months 15 months to
to to 31 March
30 September 30 September 2021
2021 2020
(unaudited) (unaudited) (audited)
GBP GBP GBP
Current tax on income for the period - - 14,438
Deferred tax (expense) - - -
--------------- --------------- -------------
Income tax (expense)/credit in the
income statement - - 14,438
=============== =============== =============
4. Earnings per share
The basic earnings per share is calculated by dividing the
earnings attributable to equity shareholders by the weighted
average number of shares in issue. In calculating the diluted
earnings per share, share options outstanding have been taken into
account where the impact of these is dilutive.
T h e weig hted aver a ge nu m ber of shares in t he period w a
s:
6 months 6 months 15 months to
to to
30 September 30 September 31 March 2021
2021 2020
(unaudited) (unaudited) (audited)
Number Number Number
B asic ordinary shares of 0.1p each 1,852,219,137 254,244,454 360,776,100
Diluti ve ordinary shares f r om warran
ts & optio ns 1,758,728,084 - 117,248,538
-------------- -------------- ---------------
Total diluted 3,610,947,221 254,244,454 478,024,638
-------------- -------------- ---------------
E a rning attributable to equity shareholders of the parent
6 months 6 months 15 months
to to to
30 September 30 September 31 March 2021
2021 2020
(unaudited) (unaudited) (audited)
GBP GBP GBP
Continuing operations
Basic earnings per share (0.014)p (0.046)p (0.115)p
Diluted earnings per share (0.007)p (0.046)p (0.087)p
-------------- -------------- ---------------
Discontinuing operations
Basic earnings per share - 0.019p (1.792)p
Diluted earnings per share - 0.019p (1.353)p
-------------- -------------- ---------------
5. Disposal of Subsidiaries
On the 3rd March 2021, the Company sold both its construction
and fit-out segments. Details of the results, cash flow activities
and impact on the Company's balance sheet in the prior year have
been detailed below;
Results of discontinued operations
6 months 15 months
to September to March
2020 2021
GBP GBP
Revenue 5,369,281 12,517,575
Cost of sales (4,690,097) (11,001,920)
-------------- -------------
Gross profit 679,184 1,515,655
Administrative expenses (626,400) (1,200,104)
-------------- -------------
Operating profit 52,784 315,551
Net finance costs (4,378) (15,107)
-------------- -------------
Profit before income tax 48,406 300,444
Income tax expenses - (14,438)
-------------- -------------
Profit from operating activities 48,406 286,006
Loss on sale of discontinued operations - (6,751,996)
-------------- -------------
Loss/(Profit) from discontinued operations, net
of tax 48,406 (6,465,990)
============== =============
Effect of disposal on the financial position of the Group
6. Investments
GBP
Goodwill (6,874,308)
Property, plant and equipment (112,413)
Right-of-use assets (74,917)
Inventories (124,610)
Trade and other receivables (5,321,683)
Cash and cash equivalents (1,513,502)
Trade and other payables 3,306,437
-------------
Net assets and liabilities (10,714,996)
=============
Consideration received, in cash 955,522
Cash and cash equivalents, disposed of (1,513,502)
-------------
Net cash inflows (557,980)
=============
Consideration received, in cash 955,522
Repayment of intercompany loans 3,007,478
-------------
Total consideration 3,963,000
=============
Investments
GBP
Cost
At 1 April 2021 -
Additions 166,510
------------
At 30 September 2021 166,510
------------
Accumulated Impairment provisions
At 1 April 2021 -
Impairment provision -
------------
At 30 September 2021 -
------------
Net book value
At 1 April 2021 -
============
At 30 September 2021 166,510
============
Investments represent professionals incurred in respect of the
proposed investment in Hellenic as further disclosed in note 8.
7. Share Capital
30 September 2021 31 March 2021
-------------------------- --------------------------
Number GBP Number GBP
Allotted, called up and
fully paid
Ordinary shares of 0.1p
each 1,852,219,137 1,852,218 1,852,219,137 1,852,218
Founder shares of GBP1
each 2,270,182 2,270,182 2,270,182 2,270,182
---------- ----------
4,122,400 4,122,400
========== ==========
2,270,182 Founder shares were issued in 2016. The founder shares
are not quoted and do not carry a right to vote or to receive a
dividend.
During the period 1,597,974,683 0.01p ordinary shares were
issued at a value of 0.1975p per share.
Warrants
Details of the warrants outstanding during the period are as
follows;
Weighted Weighted
average remaining average
contractual exercise
life (years) price
Number GBP
Brought forward at 1 April 2021 0.92 1,647,594,936 0.003
Granted - - -
Lapsed - - -
Carried forward at 30 September
2021 0.92 1,647,594,936 0.003
=================== ================== ==========
Share Options
Details of the equity settled EMI share options outstanding
during the period are as follows:
Weighted
average
Weighted average exercise
remaining contractual price
Number life (years) GBP
Brought forward at 1 April 2021 111,133,148 1.5 0.002
Granted - - -
Lapsed - - -
Carried forward at 30 September
2021 111,133,148 1.5 0.002
============ ======================= ==========
The fair value of the remaining share options has been
calculated using the Black-Scholes model. The assumptions used in
the calculation of the fair value of the share options outstanding
during the year are as follows:
Grant Date 3 March 2021
Exercise period March 2021 - September
2022
Share price at date of
grant 0.33p
Exercise price 0.1975p
Shares under option 111,133,148
Expected volatility 26%
Expected life (years) 1.5
Risk free rate 0.01%
Expected dividend yield 0%
Fair value per option 0.12p
Volatility was determined by reference to the standard deviation
of expected share price returns based on a statistical analysis of
the daily share value of the AIM All-Share Market over a 1-year
period to grant date. All of the above options are equity settled
and the charge for the period is GBP112,578 (Mar 2021 -
GBP22,516).
8. Financial commitments
On 2 August 2021, the Company has announced that it had signed a
binding sale and purchase agreement with Hellenic in relation to
the acquisition of 100 per cent. of the issued share capital of
Hellenic. Hellenic is a European medical cannabis cultivation
company.
The proposed Acquisition is classified as a reverse takeover
pursuant to Rule 14 of the AIM Rules for Companies.
The agreed consideration of GBP45.2 million is to be fully
satisfied by way of the issue of an expected maximum of
9,578,937,499 new ordinary shares in the Company at an expected
minimum of 0.472 pence per ordinary share.
The transaction is subject to the following conditions;
-- a minimum cash balance held on completion by UK SPAC of
GBP3.92 million, net of transaction costs;
-- proposed admission of enlarged group, at a market
capitalisation of more than GBP50 million, to the standard segment
of the Official List of the Financial Conduct Authority ("FCA") and
to trading on the London Stock Exchange's main market for listed
securities;
As a result of the necessity for the enhanced legal and due
diligence work, the Company and Hellenic have agreed to extend the
completion date to 31 January 2022. All other terms in the
Agreement remain unchanged.
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IR EAPAKFAPFFFA
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