CRAVEN HOUSE CAPITAL PLC
INVESTMENT MANAGER'S REPORT FOR THE SIX MONTH PERIOD
ENDED
30
NOVEMBER 2023
Statement by the Investment Manager
The Company's investment portfolio
comprises minority shareholdings in five Swedish-managed businesses
operating in the eCommerce and pharmaceutical sectors. The
valuations of the respective entities at the end of the period are
as follows
Investment
|
Value at 30 Nov
2023
|
Value at 31 May 2023
|
|
|
|
|
|
Shares in Garimon Limited
|
-
|
-
|
|
Shares in Stormfjord
Limited
Shares in Bio Vitos Medical
Limited
|
-
$1,136,256
|
-
$1,136,256
|
|
Shares in Rosedog Limited
|
-
|
-
|
|
Shares in Honeydog
Limited
|
-
|
-
|
|
|
The investee companies remain at a
'pre-revenue' stage of business development.
The was no material activity during
the current period.
As publicly disclosed, BioVitos has
completed its RTO transaction with Hemcheck Sweden AB (a Swedish
medical technology company, listed on the Stockholm Stock Exchange)
whereby BioVitos has been issued 259,654,000 shares in Hemcheck.
Craven House remains a 24.5% shareholder in BioVitos and we
anticipate that Craven will a receive a pro-rata distribution of
Hemcheck shares in the near future.
Desmond Holdings Ltd
Investment Manager to Craven House Capital Plc
CRAVEN HOUSE CAPITAL
PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR
THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
|
|
|
Six months
ended
|
|
Year
Ended
|
|
|
|
30 Nov 2023
|
|
30 Nov 2022
|
|
31 May
2023
|
|
Note
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
CONTINUING OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value
|
|
|
-
|
|
-
|
|
(5,264)
|
Administrative expenses
|
|
|
(77)
|
|
(72)
|
|
(186)
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(77)
|
|
(72)
|
|
(5,450)
|
Interest expense
|
|
|
(37)
|
|
-
|
|
(65)
|
LOSS BEFORE INCOME TAX
|
|
|
(114)
|
|
(72)
|
|
(5,515)
|
|
|
|
|
|
|
|
|
Income tax
|
2
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
LOSS FOR THE PERIOD
|
|
|
(114)
|
|
(72)
|
|
(5,515)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share expressed
|
|
|
|
|
|
|
|
In
cents per share:
|
|
|
|
|
|
|
|
Basic and diluted
|
5
|
|
(2.95)
|
|
(1.86)
|
|
(142.74)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CRAVEN HOUSE CAPITAL
PLC
STATEMENT OF FINANCIAL POSITION
AS
AT 30 NOVEMBER 2023
|
|
|
Six months
ended
|
|
Year
Ended
|
|
|
|
30 Nov 2023
|
|
30 Nov 2022
|
|
31 May
2023
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
Note
|
|
$'000
|
|
$'000
|
|
$'000
|
ASSETS
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
|
|
|
|
Investments at fair value
through
|
|
|
|
|
|
|
|
profit or loss
|
3
|
|
1,136
|
|
6,400
|
|
1,136
|
|
|
|
1,136
|
|
6,400
|
|
1,136
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
Trade and other
receivables
|
|
|
25
|
|
32
|
|
38
|
Cash and cash equivalents
|
|
|
-
|
|
1
|
|
4
|
|
|
|
25
|
|
33
|
|
42
|
TOTAL ASSETS
|
|
|
1,161
|
|
6,433
|
|
1,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Called up share capital
|
4
|
|
3,802
|
|
3,802
|
|
3,802
|
Share premium
|
|
|
11,153
|
|
11,153
|
|
11,153
|
Accumulated deficit
|
|
|
(15,453)
|
|
(9,896)
|
|
(15,339)
|
TOTAL EQUITY
|
|
|
(498)
|
|
5,059
|
|
(384)
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
114
|
|
78
|
|
109
|
NON-CURRENT LIABILITIES
|
|
|
|
|
|
|
|
Other payables
|
|
|
,1,545
|
|
1,296
|
|
1,453
|
TOTAL LIABILITIES
|
|
|
1,659
|
|
1,374
|
|
1,562
|
TOTAL EQUITY AND LIABILITIES
|
|
|
1,161
|
|
6,433
|
|
1,178
|
|
|
|
|
|
|
|
|
|
|
|
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR
THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
|
Called up share
capital
$'000
|
|
Share
premium
$'000
|
|
|
Accumulated
deficit
$'000
|
Total
$'000
|
|
|
|
|
|
|
|
|
Balance at 1 June
2022
|
3,802
|
|
11,153
|
|
|
(9,824)
|
5,131
|
|
|
|
|
|
|
|
|
Changes in equity
|
|
|
|
|
|
|
|
Issue of share capital
|
-
|
|
-
|
|
|
-
|
-
|
Transactions with owners
|
3,802
|
|
11,153
|
|
|
(9,824)
|
5,131
|
Loss for the period
|
-
|
|
-
|
|
|
(72)
|
(72)
|
|
|
|
|
|
|
|
|
Balance at 30 November 2022
|
3,802
|
|
11,153
|
|
|
(9,896)
|
5,059
|
|
|
|
|
|
|
|
|
Changes in equity
|
|
|
|
|
|
|
|
Issue of share capital
|
-
|
|
-
|
|
|
-
|
-
|
Transactions with owners
|
3,802
|
|
11,153
|
|
|
(9,896)
|
5,059
|
Loss for the period
|
-
|
|
-
|
|
|
(5,443)
|
(5,443)
|
|
|
|
|
|
|
|
|
Balance at 31 May
2023
|
3,802
|
|
11,153
|
|
|
(15,339)
|
(384)
|
|
|
|
|
|
|
|
|
Changes in equity
|
|
|
|
|
|
|
|
Issue of share capital
|
-
|
|
-
|
|
|
-
|
-
|
Transactions with owners
|
3,802
|
|
11,153
|
|
|
(15,339)
|
(384)
|
Loss for the period
|
-
|
|
-
|
|
|
(114)
|
(114)
|
|
|
|
|
|
|
|
|
Balance at 30 November
2023
|
3,802
|
|
11,153
|
|
|
(15,453)
|
(498)
|
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR
THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
|
|
|
Six months
ended
|
|
Year
Ended
|
|
|
|
30 Nov 2023
|
|
30 Nov 2022
|
|
31 May
2023
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
Loss before income tax
Adjustments for non-cash items
Fair value adjustment arising on
investments
Decrease in trade and other
receivables
Increase in trade and other
payables
Interest expense
|
|
|
(114)
-
13
5
37
|
|
(72)
-
11
2
-
|
|
(5,515)
5,264
5
33
65
|
Net
cash used in operating activities
|
|
|
(59)
|
|
(59)
|
|
(148)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Loans received
|
|
|
55
|
|
59
|
|
151
|
Net
cash from financing activities
|
|
|
55
|
|
59
|
|
151
|
|
|
|
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents
|
|
|
(4)
|
|
-
|
|
3
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning
|
|
|
|
|
|
|
|
of
the period
|
|
|
4
|
|
1
|
|
1
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the
period
|
|
|
-
|
|
1
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CRAVEN HOUSE CAPITAL
PLC
NOTES TO THE FINANCIAL INFORMATION
FOR
THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
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
International Financial Reporting Standards and IFRIC
interpretations and with those parts of the Companies Act 2006
applicable to companies reporting under UK adopted international
standards. 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 2024.
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 International Financial Reporting Standards
and IFRIC interpretations and with those parts of the Companies Act
2006 applicable to companies reporting under UK adopted
international standards. 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 2023,
which were prepared in accordance with International Financial
Reporting Standards and IFRIC interpretations and with those parts
of the Companies Act 2006 applicable to companies reporting under
UK adopted international standards, 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 2023 was approved by the
directors on 27 February 2024.
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.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION -
continued
FOR
THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
2.
Taxation
No tax charges arose in the period
or in comparative periods as a result of losses
incurred.
3. Investments at fair value
through profit or loss
|
|
|
|
|
|
Unquoted equity
investments
$'000
|
Total
$'000
|
|
|
|
|
|
|
|
|
As at 1 June 2023 and 30
November2023
|
|
|
|
|
|
1,136
|
1,136
|
|
|
|
|
|
|
|
|
The value of Investments represents
the Company's acquisitions during 2020 of interests in the
below-named five 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 $nil
representing a 29.9% holding. Garimon Limited is the owner of
"Magazinos.com", an on-line media magazine and periodical content
provision service. Despite the potential future value of this
investment, the fair value has been impaired to zero due to the
current absence of tangible arm's length or market-based valuation
metrics.
Shares in Stormfjord Limited are
valued at $nil representing a 25.5% holding. Stormfjord is the
owner of the domain www.onebas.com,
an optimised search engine providing a portal to music content
freely circulating online. Despite the potential future value of
this investment, the fair value has been impaired to zero due to
the current absence of tangible arm's length or market-based
valuation metrics.
Shares in Honeydog
Limited are valued at $nil
representing a 29.9% holding. Honeydog Limited is 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. Despite the potential future value of this investment, the
fair value has been impaired to zero due to the current absence of
tangible arm's length or market-based valuation metrics.
CRAVEN HOUSE
CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION -
continued
FOR
THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
3.
Investments at fair value through profit or loss
(continued)
Shares in Rosedog Limited are valued
at $nil representing a 28.6% holding, unchanged from the prior
year. Rosedog Limited is the owner of TV Zinos (www.tvzinos.com), a
website which offers a number of free-to-view television channels.
Despite the potential future value of this investment, the fair
value has been impaired to zero due to the current absence of
tangible arm's length or market-based valuation metrics.
Shares in Bio Vitos Medical Limited
are valued at $1,136,256 representing a 24.5% holding. Bio Vitos is
the owner of the licence to market a patented heart drug 'Succifer'
(also marketed as 'Inofer'). The drug has been demonstrated to
improve iron uptake in patients with chronic heart conditions. The
valuation of this shareholding is supported by an RTO undertaken by
BioVitos during the period into Hemcheck Sweden AB (a Swedish
medical technology company, listed on the Stockholm Stock Exchange)
in a transaction which values Succifer at $5,000,000. As a result
BioVitos will be issued 259,654,000 shares in Hemcheck.
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.
4. Called up share capital
Authorised, issued and fully paid
share capital as at 30 November 2023 is as follows:
Number
|
Class:
|
Nominal
|
30 Nov
|
31
May
|
|
|
|
Value
|
2023
|
2023
|
|
|
|
(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.
|
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION -
continued
FOR
THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
The calculation of basic earnings
per share is based on the loss attributable to the equity holders
of $114,000 divided by the weighted average number of shares in
issue during the period of 3,863,590
(six months ended 30 November 2022: loss of
$72,000 and 3,863,590 shares; year ended 31 May 2023: loss of
$5,515,000 and 3,863,590 shares).
6. 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 $1,545,00. 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.
7.
Events after the reporting period
None.
For further information please
contact:
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.