TIDMCRV

RNS Number : 6087C

Craven House Capital PLC

23 February 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Craven House Capital PLC

("Craven House" or the "Company")

Unaudited Interim Report for the period ended 30 November 2021

CRAVEN HOUSE CAPITAL PLC

INVESTMENT MANAGER'S REPORT FOR THE SIX MONTH PERIODED

30 NOVEMBER 2021

Statement by the Investment Manager

The Company's investment portfolio comprises minority shareholdings in five Swedish-managed eCommerce businesses. The valuations of the respective entities have remained unchanged during the period and are as follows

Investment Value at 30 Nov 2021 Value at 31 May 2021

Shares in Garimon Limited $1,600,000 $1,600,000

Shares in Rosedog Limited $1,600,000 $1,600,000

Shares in Honeydog Limited $1,600,000 $1,600,000

   Shares in Bio Vitos Medical Limited                                           $1,600,000 

$1,600,000

The investee companies have each demonstrated positive progress during the period however remain at an early stage of business development.

Desmond Holdings Ltd

Investment Manager to Craven House Capital Plc

For further information please contact:

Craven House Capital Plc Tel: 0203 286 8130

Mark Pajak

www.Cravenhousecapital.com

SI Capital Tel: 01483 413500

Broker

Nick Emerson

www.sicapital.co.uk

SPARK Advisory Partners Limited Tel: 0203 368 3550

Nominated Adviser

Matt Davis/James Keeshan

www.Sparkadvisorypartners.com

About Craven House Capital:

The Company's Investing Policy is primarily to invest in or acquire a portfolio of companies, partnerships, joint ventures, businesses or other assets participating in the e-Commerce sector.

3

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIODED 30 NOVEMBER 2021

 
 
 
 
                                                  Six months ended         Year Ended 
                                              30 Nov 2021   30 Nov 2020   31 May 2021 
                                 Note         (Unaudited)   (Unaudited)     (Audited) 
                                                    $'000         $'000         $'000 
 
 CONTINUING OPERATIONS 
 
 Changes in fair value                                  -             -       (1,600) 
 
   Administrative expenses                           (78)         (119)         (208) 
 
   Exceptional costs               2                    -             -         (623) 
 
 OPERATING LOSS                                      (78)         (119)       (2,431) 
                                             ------------  ------------  ------------ 
 
 
   LOSS BEFORE INCOME TAX                            (78)         (119)       (2,431) 
 
 Income tax                       3                     -             -             - 
                                             ------------  ------------  ------------ 
 
 LOSS FOR THE PERIOD                                 (78)         (119)       (2,431) 
                                             ============  ============  ============ 
 
 
 Earnings per share expressed 
 In cents per share: 
 Basic and diluted                6                (2.02)        (3.08)       (62.92) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                          4 
 

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF FINANCIAL POSITION

AS AT 30 NOVEMBER 2021

 
 
 
 
                                                Six months ended                 Year Ended 
                                            30 Nov 2021       30 Nov 2020       31 May 2021 
                                            (Unaudited)       (Unaudited)         (Audited) 
                                 Note             $'000             $'000             $'000 
 ASSETS 
 NON-CURRENT ASSETS 
 Investments at fair value 
  through 
 profit or loss                   4               6,400             8,000               6,400 
                                           ------------      ------------      -------------- 
                                                  6,400             8,000               6,400 
                                           ------------      ------------      -------------- 
 
 CURRENT ASSETS 
 Trade and other receivables                         16                28                  38 
 Cash and cash equivalents                            1                 3                   5 
                                           ------------      ------------      -------------- 
                                                     17                31                  43 
                                           ------------      ------------      -------------- 
 TOTAL ASSETS                                     6,417             8,031               6,443 
                                           ============      ============      ============== 
 
 
 EQUITY 
 SHAREHOLDERS' EQUITY 
 Called up share capital          5               3,802             3,802               3,802 
 Share premium                                   11,153            11,153              11,153 
 Accumulated deficit                            (9,666)           (7,276)             (9,588) 
                                           ------------      ------------      -------------- 
 TOTAL EQUITY                                     5,289             7,679               5,367 
                                           ------------      ------------      -------------- 
 
 LIABILITIES 
 CURRENT LIABILITIES 
 Trade and other payables                            86               352                  87 
 NON-CURRENT LIABILITIES 
 Other payables                                   1,042                 -                 989 
                                           ------------      ------------      -------------- 
 TOTAL LIABILITIES                                1,128               352               1,076 
                                           ------------      ------------      -------------- 
 TOTAL EQUITY AND LIABILITIES                     6,417             8,031               6,443 
                                           ============      ============      ============== 
 
 

5

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIODED 30 NOVEMBER 2021

 
 
 
 
                              Called 
                            up share     Share premium     Accumulated 
                             capital             $'000         deficit     Total 
                               $'000                             $'000     $'000 
 
 
   Balance at 1 June 
   2020                        3,802            11,153         (7,157)     7,798 
 
 Changes in equity 
 Issue of share capital            -                 -               -         - 
                          ----------  ----------------  --------------  -------- 
 Transactions with 
  owners                       3,802            11,153         (7,157)     7,798 
                          ----------  ----------------  --------------  -------- 
 Loss for the period               -                 -           (119)     (119) 
 
 Balance at 30 November 
  2020                         3,802            11,153         (7,276)     7,679 
                          ----------  ----------------  --------------  -------- 
 
 Changes in equity 
 Issue of share capital            -                 -               -         - 
                          ----------  ----------------  --------------  -------- 
 Transactions with 
  owners                       3,802            11,153         (7,276)     7,679 
                          ----------  ----------------  --------------  -------- 
 Loss for the period               -                 -         (2,312)   (2,312) 
 
 Balance at 31 May 
  2021                         3,802            11,153         (9,588)     5,367 
                          ----------  ----------------  --------------  -------- 
 
 Changes in equity 
 Issue of share capital            -                 -               -         - 
                          ----------  ----------------  --------------  -------- 
 Transactions with 
  owners                       3,802            11,153         (9,588)     5,367 
                          ----------  ----------------  --------------  -------- 
 Loss for the period               -                 -            (78)      (78) 
 
 Balance at 30 November 
  2021                         3,802            11,153         (9,666)     5,289 
                          ----------  ----------------  --------------  -------- 
 

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIODED 30 NOVEMBER 2021

 
 
 
 
                                                                Six months ended                Year Ended 
                                                         30 Nov 2021        30 Nov 2020        31 May 2021 
                                                         (Unaudited)        (Unaudited)          (Audited) 
                                                               $'000              $'000              $'000 
 
 Cash flows from operating activities 
  Loss before income tax                                        (78)              (119)            (2,431) 
  Adjustments for non-cash items 
  Fair value movement arising on 
   investments                                                     -                  -              1,600 
  Decrease in trade and other receivables                         22                 18                  8 
  (Decrease)/increase in trade and 
   other payables                                                (1)                 98              (167) 
                                                        ------------       ------------       ------------ 
 Net cash used in operating activities                          (57)                (3)              (990) 
 Cash flows from financing activities 
 Loans received                                              53                       -                989 
                                                        ------------       ------------       ------------ 
 Net cash from financing activities                               53                  -                989 
 
 
   Net decrease in cash and cash 
   equivalents                                                   (4)                (3)                (1) 
 
 Cash and cash equivalents at the 
  beginning 
 of the period                                                     5                  6                  6 
 
 Cash and cash equivalents at the 
  end of the period                                                1                  3                  5 
                                                        ============       ============       ============ 
 
 
 
 
 
 
 
 
 
 
 
 
                                                      7 
 
 

CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTH PERIODED 30 NOVEMBER 2021

 
 
 
   1.        ACCOUNTING POLICIES 

General Information

Craven House Capital Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on the company information page. The Company is listed on the AIM Market of the London Stock Exchange (ticker: CRV).

The next annual financial statements of Craven House Capital Plc will be prepared in accordance with applicable International Financial Reporting Standards (IFRS) as adopted for use by the European Union. Accordingly, the interim financial information in this report has been prepared using accounting policies consistent with IFRS. IFRS are subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an on-going process of review and endorsement by the European Commission. The financial information has been prepared on the basis of the IFRS that the directors expect to be applicable as at 31 May 2022.

The financial information has been prepared under the historical cost convention, except to the extent varied for fair value adjustments required by accounting standards, and in accordance with applicable International Financial Reporting Standards (IFRS) as adopted for use by the European Union. The principal accounting policies have been applied to all periods presented.

This financial information is unaudited and does not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006. The financial statements of the Company for the year ended 31 May 2021, which were prepared in accordance with IFRS as adopted for use by the European Union, have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not include any statement under Section 498 of the Companies Act 2006.

This financial information is presented in United States dollar, rounded to the nearest $'000.

The directors do not propose the issuance of a dividend.

The interim financial information for the six months ended 30 November 2021 was approved by the directors on 22 February 2022.

Going concern

The directors consider that the Company is well placed to manage its business risks successfully and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial information.

8

CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIODED 30 NOVEMBER 2021

 
 
 

2. Exceptional costs

 
                                             Six months ended                       Year Ended 
                                         30 Nov 2021           30 Nov 2020              31 May 
                                                                                          2021 
                                         (Unaudited)           (Unaudited)           (Audited) 
                                               $'000                 $'000               $'000 
 
    One-off legal expenses                                -                    -          623 
                             -                    -                                      623 
        ----------------------  -------------------                              ----------- 
 
 
 

3. Taxation

No tax charges arose in the period or in comparative periods as a result of losses incurred.

4. Investments at fair value through profit or loss

 
                                                      Unquoted 
                                            equity investments 
                                                         $'000     Total 
                                                                   $'000 
 
 As at 1 June 2021 and 30 November 
  2021                                                   6,400     6,400 
                                          --------------------  -------- 
 
 

The value of Investments represents the Company's acquisitions during 2020 of a 29.9% interest in the below-named four UK entities. These are all unquoted investments and have therefore been measured on a Level 3 basis as no observable market data is available. Further information on each investment holding is as follows;

Shares in Garimon Limited are valued at $1,600,000 representing a 29.9% holding. This shareholding has been valued on a Price of Recent Investment basis which the directors consider represents the best indication of the fair value at the year end. Garimon Limited is the owner of "Magazinos.com", the world's largest-by-content on-line media magazine and periodical content provision service. The management of Magazinos are currently evaluating options available to broaden Magazinos' shareholder base by means of IPO and/or partnering with a major industry investor.

Shares in Honeydog Limited are valued at $1,600,000 representing a 29.9% holding. This shareholding has been valued on a Price of Recent Investment basis which the directors consider represents the best indication of the fair value at the year end. During the period this entity became the 25% owner of the entity which owns the licence to manufacture and distribute the chemotherapy drug, Temodex, which is used in the treatment of brain tumours.

9

CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIODED 30 NOVEMBER 2021

 
 
 
             4. Investments at fair value through profit or loss (continued) 
 
             Shares in Rosedog Limited are valued at $1,600,000 representing 
             a 29.9% holding. This shareholding has been valued on a Price of 
             Recent Investment basis which the directors consider represents 
          the best indication of the fair value at the year end. Rosedog Limited 
            is the owner of TV Zinos (www.tvzinos.com), a website which offers 
                      a number of free-to-view television channels. 
 
        Shares in Bio Vitos Medical Limited are valued at $1,600,000 representing 
             a 29.9% holding. This shareholding has been valued on a Price of 
             Recent Investment basis which the directors consider represents 
             the best indication of the fair value at the year end. Bio Vitos 
           Medical Limited is the owner of all Omega-3 brands previously owned 
            by 'Rosedog Limited' in addition to its range of collagen products 
             marketed under the "Ocean Skin Lab" brand. During the course of 
            2021, it has expanded its product offering and now has a portfolio 
            of over 40 different Omega-3 supplements. It has also entered into 
           an agreement with Double Bond Pharmaceuticals to acquire its license 
           to market its patented drug 'Inofer' which is used in the treatment 
                                    of heart disease. 
 
          The businesses of all of the above portfolio investments are presently 
            loss-making although their cost bases are low and there is minimal 
             committed future expenditure, meaning that the extent and timing 
             of the Company's further investment in the businesses are highly 
             controllable. The Company and the incumbent management teams of 
            the investee companies will continue to work together with the aim 
         that these businesses become financially self-sustaining and generating 
         surpluses within the short- to medium-term and to crystallise additional 
        capital value for shareholders through strategic, third-party partnerships 
                                            . 
 
 
                                5. Called up share capital 
 
            Authorised, issued and fully paid share capital as at 30 November 
                                   2021 is as follows: 
                  Number       Class:     Nominal        30 Nov      31 May 
                                         Value            2021          2021 
                                                   (Unaudited)     (Audited) 
                                                         $'000         $'000 
 
                  3,863,590   Ordinary   $1.00           3,802         3,802 
                                                         3,802         3,802 
                                                  ------------  ------------ 
 
 
           The aggregate nominal values of the ordinary shares include exchange 
           differences arising from the translation of shares at historic rates 
           and the translation at the rate prevailing at the date of the change 
                                 in functional currency. 
 
 
 
                                            10 
 

CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2021

 
 
 
  6. Earnings per share 
 

The calculation of basic earnings per share is based on the loss attributable to the equity holders of $78,000 divided by the weighted average number of shares in issue during the period of 3,863,590 (six months ended 30 November 2020: loss of $119,000 and 3,863,590 shares; year ended 31 May 2021: loss of $2,431,000 and 3,863,590 shares).

7. Related party disclosures

Craven Industrial Holdings Plc

During the period, Craven Industrial Holdings Plc paid costs on behalf of and advanced loans to the Company. At the period end, the outstanding balance due to Craven Industrial Holdings Plc was $1,042,196. Despite the common director in Mr M J Pajak, the board of Craven House Capital Plc do not believe that Craven House Capital Plc or Craven Industrial Holdings Plc are able to exert control or influence over each other and neither are accustomed to act in accordance with instructions from the other.

8. Events after the reporting period

None.

11

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February 23, 2022 10:01 ET (15:01 GMT)

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