TIDMDVT
RNS Number : 5039Q
daVictus plc
19 June 2020
19 June 2020
DAVICTUS PLC
("DAVICTUS" OR "THE COMPANY")
FINAL RESULTS FOR THE PERIODED 31 DECEMBER 2019
daVictus plc, (LSE: DVT), a company established to seek business
opportunities in the food and beverage sector in Asia, announces
its final audited results for the period ended 31 December
2019.
The annual report and accounts is available on the Company's
website at: http://www.davictus.co.uk and in hard copy to
shareholders upon request to the Company Secretary, JTC Trust
Company Limited at daVictus plc, 28 Esplanade, St. Helier, JERSEY,
JE1 8SB
The annual report and accounts for the period ended 31 December
2019 has been uploaded to the National Storage Mechanism and will
be available for viewing shortly at
http://www.morningstar.co.uk/uk/NSM
For more information please contact:
daVictus plc
Robert Pincock +603 5613 3388
Chairman's Statement
Dear Valued Shareholders,
On behalf of the Board of directors, it is my privilege to
present the financial statements of daVictus Plc (the "Company" or
"daVictus") for year ended 31 December 2019.
During the year, The Company was actively engaged with UKLA and
FCA to ensure the smooth transaction of conditional acquisition of
intellectual property of Typical Dutch N.V. ("TDNV") including
their recipes, collection of Cuban/Havana graphics for a restaurant
concept branded as HAVANA Rolled Cigar Music Café (or simply "the
HAVANA") and the placing of 900,000 new ordinary shares of no par
value at 15 pence per share.
On 19 February, 2020, Financial Conduct Authority approved the
transaction and the board of director is pleased to announce the
prospectus related to the transaction. The Board strongly believe
this acquisition of the HAVANA will give a positive outlook to the
Company and drive shareholder returns.
The Company further announced on 26 March 2020, that it has
signed a Memorandum of Understanding (MOU) with Asia Food Venture
Sdn Bhd (AFV) to appoint the first franchisee of its premium dining
restaurant concept in Kuala Lumpur, Malaysia.
Due to the timing of the emergence of COVID-19 and lockdown, the
Company's trading performance for the year ended 31 December 2019
has not yet been impacted. At this stage, Covid-19 impact on our
business is limited . Our first franchisee's restaurant opening
might be slightly delayed from intended scheduled. However, the
Company takes this opportunity to assist franchisees revise
restaurant guidelines to adapt with the new normal of post COVID-19
customer behaviour after reopening the economy.
In addition, the welfare of our employees and customers remains
paramount and, to this end, the Company is taking all appropriate
measures to keep people safe whilst ensuring continuity of our
operations
The Company will continue to monitor this matter very closely
and will keep the overhead low to maintain the business liquidity
and stay resilient during this unexpected situation in year
2020.
Abd Hadi Bin Abd Majid
Chairman
19 June 2020
Operational and Financial Review
During the year, The Company was actively engaged with UKLA and
FCA to ensure the smooth transaction of conditional acquisition of
intellectual property of Typical Dutch N.V. ("TDNV") including
their recipes, collection of Cuban/Havana graphics for a restaurant
concept branded as HAVANA Rolled Cigar Music Café (or simply "the
HAVANA") and the placing of the placing of 900,000 new ordinary
shares of no par value at 15 pence per share.
On 19 February, 2020, Financial Conduct Authority approved the
transaction and the board of director is pleased to announce the
prospectus related to the transaction.
Cash on hand as of 31 December 2019 is GBP116,553.
Financial risk management objectives and policies
The Company does not at present enter into any forward exchange
rate contracts or any other hedging arrangements. The main
financial risks arising from the Company's activities are cash flow
interest rate risk, liquidity risk, price risk (fair value) and
credit risk. The Board reviews and agrees policies for managing
each of these risks and they are summarised as:
Cash flow interest rate risk - the Company's exposure to the
risk of changes in market interest rates relates primarily to the
Company's overdraft accounts with major banking institutions.
The Company's policy is to manage its interest income, when
received, using a mixture of fixed and floating rate deposit
accounts.
Liquidity risk - the Company raises funds as required on the
basis of budgeted expenditure and inflows. When funds are sought,
the Company balances the costs and benefits of equity and debt
financing. When funds are received, they are deposited with banks
of high standing in order to obtain market interest rates.
Price risk - the carrying amount of the following financial
assets and liabilities are approximate to their fair value due to
their short term nature: cash accounts, accounts receivable and
accounts payable.
Credit risk - with respect to credit risk arising from other
financial assets of the Company, which comprise cash and time
deposits and accounts receivable, the Company's exposure to credit
risk arises from default of the counterparty, with a minimum
exposure equal to the carrying amount of these instruments. The
credit risk on cash is limited as cash is placed with substantial
financial institutions.
Board of Directors
Abd Hadi bin Abd Majid (aged 69) - Non-Executive Chairman
Hadi Majid has, since 2007, been a director and Chairman of VCB
Malaysia Berhad ("VCB"), an investment group offering wealth
management, corporate finance and a private equity division. In
this capacity Mr Majid has been responsible for growing VCB's
business within Asia. An MBA graduate, Mr Majid has sixteen years
of experience in merchant banking, with roles including General
Manager of Capital Markets and Corporate Banking Department of
Bumiputra Merchant Bankers Berhad. Mr Majid's capital markets
experience and exposure includes reviewing public listing
proposals, company take-overs and mergers, underwriting of new
share issues, underwriting for bond issues and investment portfolio
of the bank. He has experience in managing portfolios involved with
making direct loans as well as arranging for various forms of
structured fund raisings via syndicated loans, club-deals, married
deals, private debt securities namely revolving underwriting
facilities, note issuance facilities, medium term notes and bank
guarantees for bond issues.
Robert Logan Pincock (aged 40) - Chief Executive Officer
Robert Pincock is a graduate of the University of Edinburgh. In
his career in the hospitality industry he has worked in both the
United States and the United Kingdom prior to being based in
Bangkok, Thailand for over eleven years. Mr Pincock began his
career within his family's hotel business in the UK, where he
assisted in most areas of operations over a six year period. During
this time, he undertook a hotel management internship with the
Hampshire Hotels and Resorts group based in Manhattan, New York.
After graduating, Mr Pincock had a short stint with Tesco UK before
moving to South East Asia. In Bangkok, Mr Pincock began as a
General Manager for a new bar and restaurant group and over time
was promoted to Operations Director where he oversaw the group
growing to seven Western themed venues. This group was eventually
split between the two main shareholders. Mr Pincock retained his
involvement and initiated investments leading to him and his
partners owning and operating four venues. Mr Pincock is well
versed with the Asian culture of doing business as well as with
promoting Western brands in the local market.
Maurice James Malcolm Groat (aged 59) - Non-Executive
Director
Malcolm Groat has worked for many years as a consultant to
companies in the technology, natural resources, and general
commerce sectors. Following an early career with
PricewaterhouseCoopers in London, he held posts as Chief Financial
Officer, Chief Operating Officer, and Chief Executive Officer in
established corporations including Executive Chairman at MMM
Consulting Ltd; Finance Director at then AIM traded London Mining
plc and Platinum Mining Corporation of India plc; and Group Finance
Director and Chief Operating Officer of E C Harris LLP. Mr Groat
took on his first non-executive director role with the former Milk
Marketing Board in 2005 and was part of the team that led the
acquisition of the Community Foods Group, a supplier of health
foods and free trade products (including dried fruits, chocolate,
etc.) to many of the UK's major supermarkets. Mr Groat holds a
number of non-executive directorships with listed growth ventures.
He also serves as Senior Independent Director at Baronsmead Second
Venture Trust PLC and as Chairman at The Corps of Commissionaires..
Mr Groat is a Fellow of the Institute of Chartered Accountants in
England and Wales.
Directors Report
The Directors present their Report with the financial statements
of the Company for year ended 31 December 2019.
Results and dividends
The results for the year are set out in the Statement of
Comprehensive Income on page 16. The Directors do not recommend the
payment of a dividend on the Ordinary Shares.
Company objective
The Company's primary objective is that of securing the best
possible value for the shareholders, consistent with achieving both
capital growth and income for shareholders. The Company intends to
undertake one or more acquisitions of business (either shares or
assets) which operate in or own Western F&B eatery franchises
in South East Asia and/or the Far East.
The Company will retain flexibility between: (i) establishing a
new franchise in a new region, in which case it would purchase the
franchise and then build a management team to operate the
franchise; or (ii) purchasing an established franchise and seeking
to grow this both within its established region and in other
regions in Asia.
The Company's business risk
An explanation of the Company's financial risk management
objectives, policies and strategies is set out in note 11 and the
Operating and Financial Review.
Key events
On 19 February 2019, The Company agreed to enter into
non-binding conditional heads of terms with Typical Dutch N.V.
("TDNV") under which it was proposed that DaVictus acquire the
intellectual property rights in a restaurant concept currently
owned by TDNV, including their recipes, collection of Cuban/Havana
graphics for a restaurant concept branded as HAVANA Rolled Cigar
Music Café (or simply "the HAVANA").
Directors
The Directors who served the Company during the year and their
beneficial interest in the Ordinary Shares of the Company at 31
December 2019 were as follows:
Abd Hadi bin Abd Majid
Robert Logan Pincock
Maurice James Malcolm Groat
Directors' interest
As at 31 December 2019, Robert Pincock, one of our directors,
owns 1,250,000 ordinary shares, which represents an 10.29 %
interest.
Substantial shareholders
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at 20 May 2020
Number of Ordinary % of
Party Name Shares Share Capital
Belldom Limited 1,259,999 10.37
Robert Pincock 1,250,000 10.29
Amber Oak Holdings Limited 1,127,250 9.28
Eastman Ventures Limited 1,104,454 9.09
Infinity Mission Limited 1,035,000 8.52
Link Summit Limited 988,343 8.14
Nordic Alliance Holding Limited 888,546 7.90
West Park Capital Manager Ltd 400,500 3.29
Capital and returns management
The investment size for acquisition will be dependent on the
franchise name and type of franchise agreement, with each
opportunity being evaluated on a case-by-case basis. The Directors
believe that, following an acquisition, further equity capital
raisings may be required by the Company for working capital
purposes as the Company pursues its objectives.
The Company expects that any returns for Shareholders would
derive primarily from capital appreciation of the Ordinary Shares
and any dividends paid pursuant to the Company's dividend
policy.
Dividend policy
The Directors recognise the importance of dividends to investors
and, as the Company's business matures, will keep under review the
desirability of paying dividends. Future income generated by the
Company is likely to be re-invested in the Company to implement its
strategy. In view of this, it is unlikely that the Board will
recommend a dividend in the early years following Admission. There
are no fixed dates for dividend payments by the Company and no
dividends have been paid to date, although should the Company be in
a position to declare a dividend in the future it will consider
this at that time.
Going concern
As described in the note 2 (c), the financial statement have
been prepared on a going concern basis, which assumes that the
Company will continue to be able to meet its liabilities as they
fall due for the foreseeable future.
In addition to the already known effects of the COVID-19
outbreak and resulting government measures, the macroeconomic
uncertainty causes disruption to economic activity, and it is
unknown what the longer term impact on our business may be. The
COVID-19 virus can evolve in various directions. Management seeks
to obtain the best possible information to enable us to assess
these risks and implement appropriate measures to respond.
However with all those risks and impact above, The Company have
taken and will take a number of measures to monitor and prevent the
effects of the COVID-19 virus. This includes safety and health
measures for our people (ie social distancing and working from
home), securing the supply of materials that are essential to our
production process, securing additional financing from directors to
support continuity of our operations and communication to our key
stakeholders.
In addition, as a F&B franchiser, the company assists
franchisees to adopt the new normal of post-COVID-19 customer
behavior to restaurant guideline such as
-- Exploration of take-out, drive-through & delivery options
-- Increased domestic/local sourcing for supply chain
-- New & expanded sanitization practices in the preparing and handling food
-- Simplifying the operation and SKUs reduces sourcing risks and is simply easier to manage
The Company will not pay any dividends this year. Based on the
facts and circumstances known at this moment and the possible
scenarios about how the COVID-19 virus and resulting government
measures could evolve, management has determined that the use of
the going concern assumption is warranted, but that there is a
material uncertainty resulting from COVID-19 and the reliance
support of the directors that may cast significant doubt upon the
entity's ability to continue as a going concern and, therefore,
that it may be unable to realize its assets and discharge its
liabilities in the normal course of business. Based on the
circumstances described above, the financial statements are
prepared on the assumption that the entity is a going concern.
Corporate governance
There is no applicable regime of corporate governance to which
the directors of a Jersey company must adhere over and above the
general fiduciary duties and duties of care, skill and diligence
imposed on such directors under Jersey law.
The Company has not yet adopted a corporate governance structure
as it is still in an early stage of development. Neither the
diversity policy was adopted by the Company.
However, the board has developed corporate governance process as
discussed below. These processes have been determined with
reference to the Quoted Companies Alliance revised Corporate
Governance Code for Small and Mid-Size Quoted Companies ('the QCA
Code'), which the Company intends to adopt in the future following
an acquisition.
(1) Structure and process. The Company is young and not yet
fully active in its chosen business. Governance is achieved by the
Directors acting together in approving all activity and by
accounting and financial control being in the hands of the
Directors acting alongside third party service providers.
(2) Responsibility and accountability. Although the team is
small, roles are clearly defined. The Board is chaired by a
seasoned Non-Executive Chairman who is not the chief executive, and
the Board also benefits from having a second seasoned Non-Executive
Director who is independent.
(3) Board balance and size. Because of its small size and low
level of commercial activity, the Company is well managed under a
Board of three Directors, none of whom works elsewhere with the
others or worked previously with the others and all of whom have
individual professional standing.
(4) Board skills and capabilities. Robert Pincock has directly
relevant and current knowledge of running businesses in the
Company's chosen sector and geographical markets. The other two
Directors have extensive financial and governance experience, one
with particular knowledge of the London markets and one with
particular knowledge of South East Asian markets.
(5) Performance and development. Each year the board conducts a
review of the performance of the Directors and of Board committees,
and make a formal consideration as to the need for change.
(6) Information and support. The Directors share and discuss all
relevant information and draw upon external advice as required.
(7) Cost-effective and value-added. Recognising the early stage
of development, the Directors do not intend to formalise a review
of this until after the Company makes its first acquisition.
(8) Vision and strategy. The Directors set out their clear
vision in the Admission prospectus. No changes have been made since
then.
(9) Risk management and internal control. These matters fall
into the remit of the Company's Audit and Remuneration
Committees.
(10) daVictus held Annual General Meeting on 1 August 2019 with
engagement with shareholder who attended to vote for the given
resolutions and approved those resolutions including the adoption
of audited account 2018, re-appointment of director and
auditor.
(11) Stakeholder and social responsibility. The Directors are
mindful of the impact of the Company on wider society and will
ensure a formal corporate and social responsibility regime is put
in place following the Company's first acquisition.
At a general meeting at which a director retires by rotation,
the Company may fill the vacancy and, if it does not do so, the
retiring director shall be, if willing, deemed reappointed. A
Director who retires at an annual general meeting may, if willing
to act, be reappointed. If he is not reappointed (or deemed
reappointed by the Company failing to fill the vacancy), he may
retain office until the meeting appoints someone in his place or,
if it does not do so, until the end of the meeting.
Following the Company's first acquisition, the Company may seek
to transfer from a Standard Listing to either a Premium Listing or
other appropriate listing venue, based on the track record of the
company or business it acquires, subject to fulfilling the relevant
eligibility criteria at the time. If the Company is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure and Transparency
Rules and the Company will be obliged to comply with EU's Market
Abuse Regulation ("MAR).
The Company has established the following committees:
Audit committee
The audit committee, which currently comprises Malcolm Groat (as
chair) and Hadi Majid, has the primary responsibility for
monitoring the quality of internal control and ensuring that the
financial performance of the Company is properly measured and
reported on and for reviewing reports from the Company's auditors
relating to the Company's accounting and internal controls. The
committee is also responsible for making recommendations to the
Board on the appointment of auditors and the audit fee and for
ensuring the financial performance of the Company is properly
monitored and reported. The audit committee will meet not less than
three times a year.
Remuneration committee
The remuneration committee, which currently comprises Hadi Majid
(as chair) and Malcolm Groat, is responsible for the review and
recommendation of the scale and structure of remuneration for
senior management, including any bonus arrangements or the award of
share options with due regard to the interests of the Shareholders
and the performance of the Company.
Nomination committee
The Company does not have a nomination committee as the Board
does not consider it appropriate to establish such a committee at
this stage of the Company's development. Decisions which would
usually be taken by the nomination committee will be taken by the
Board as a whole.
Auditors
The auditors, Crowe U.K. LLP, have expressed their willingness
to continue in office and a resolution to reappoint them will be
proposed at the Annual General Meeting.
Statement of Directors' responsibilities
The Directors are responsible for preparing the annual report
and the financial statements in accordance with applicable law and
regulations.
Company law requires financial statements to be prepared for
each financial year in accordance with one of the prescribed
generally accepted accounting principles. Under that law the
directors have elected to prepare the financial statements in
accordance with International Financial Reporting Standards
(IFRSs') as adopted by the EU and applicable law.
The directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state
of affairs of the company and of the profit or loss of the company
for that period. In preparing these financial statements, the
directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping proper accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the financial statements comply with the Companies (Jersey) Law
1991. They are also responsible for safeguarding the assets of the
company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors are responsible for keeping proper accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company. They are also responsible for
safeguarding the assets of the company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The maintenance and integrity of the daVictus plc website is the
responsibility of the Directors.
Legislation in Jersey or the United Kingdom governing the
preparation and dissemination of the accounts and the other
information included in annual reports may differ from legislation
in other jurisdictions. The Directors confirm, to the best of their
knowledge that:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the management report includes a fair review of the
development and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces.
Statement as to Disclosure of Information to Auditors
The Directors confirm that:
-- there is no relevant audit information of which the Company's
statutory auditor is unaware; and
each Director has taken all the necessary steps he ought to have
taken as a Director in order to make himself aware of any relevant
audit information and to establish that the Company's statutory
auditor is aware of that information.
Subsequent events
On 19 February 2020, a prospectus relating to: (i) the Company's
conditional acquisition by way of a reverse takeover of the
intellectual property rights in a restaurant concept owned by
Typical Dutch N.V. ("TDNV"); (ii) the placing of 900,000 new
ordinary shares of no par value at 15 pence per share; and (iii)
the admission of 12,150,00 ordinary shares of no par value to the
Official List (by way of Standard Listing under Chapter 14 of the
Listing Rules) and to trading on the London Stock Exchange's Main
Market for listed securities ("Admission") was approved by the
Financial Conduct Authority.
On 26 March 2020, the Company announced that it has signed a
Memorandum of Understanding (MOU) with Asia Food Venture Sdn Bhd
(AFV) to appoint the first franchisee of its premium dining
restaurant concept in Kuala Lumpur, Malaysia.
On 6 May 2020 , the Company newly incorporated Havana Dining
Ltd, incorporated in British Virgin Island, for the purpose of
business operations as a wholly-owned subsidiary of the Company
including running of the day-to-day operations.
Furthermore, The COVID-19 outbreak has developed rapidly in
2020, with a significant number of infections. Measures taken by
various governments to contain the virus have affected economic
activity in overall. The Company have taken a number of measures to
monitor and prevent the effects of the COVID-19 virus such safety
and health measures for our people, such as social distancing and
working from home. At this stage, the impact on our business and
results is limited. We will continue to follow the various national
policies and advice and in parallel will do our utmost to continue
our operations in the best and safest way possible without
jeopardizing the health of our people.
This responsibility statement was approved by the Board of
Directors on 19 June 2020 and is signed on its behalf by;
.................................................
Robert Pincock
Director
19 June 2020
Independent Auditor's Report to the Members of daVictus plc
Opinion
We have audited the financial statements of daVictus Plc (the
"Company") for the year ended 31 December 2019, which comprise:
-- the statement of comprehensive income for the year ended 31 December 2019;
-- the statements of financial position as at 31 December 2019;
-- the statements of cash flows and statements of changes in equity for the year then ended; and
-- notes to the financial statements, which include a summary of
significant accounting policies and other explanatory
information.
The financial reporting framework that has been applied in the
preparation of the Company financial statements is applicable law
and International Financial Reporting Standards (IFRSs) as adopted
by the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 31 December 2019 and of the Company's loss for the
period then ended;
-- have been properly prepared in accordance with International
Financial Reporting Standards as adopted by the European Union;
and
-- have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
"Auditor's responsibilities for the audit of the financial
statements" section of our report. We are independent of the
Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard, and we have fulfilled our
other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw attention to note 2(c) the financial statements,
regarding the Company's ability to continue as a going concern;
this is dependent on the Company's ability to generate sufficient
cash flows and relies on short term financing from directors to
support the continuity of operational activities. The COVID-19
pandemic places increased pressure on working capital requirements
and the ability of the Company to comply with safety and health
measures in the future. As indicated in note 2 (c), there is a
material uncertainty resulting from the COVID-19 pandemic and the
reliance support of the directors that may cast significant doubt
upon the Company's ability to continue as going concern. Our
opinion is not modified in respect of this matter.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the Company financial statements as a whole to be
GBP2,500 (2018: GBP7,000), based on approximately 2% of the
Company's total assets.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the Audit Committee to report to it all
identified errors in excess of GBP125 (2018: GBP350). Errors below
that threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
We performed a full scope audit on the Company. The Company's
accounting records are administered from one central location, the
Company's registered office and our audit was conducted on these
records.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. We have determined that there are no key audit
matters to communicate in our report.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in
relation to which the Companies (Jersey) Law 1991 requires us to
report to you if, in our opinion:
-- we have not received all the information and explanations we require for our audit; or
-- adequate accounting records have not been kept by the
Company, or proper returns adequate for our audit have not been
received from branches not visited by us; or
-- the Company's financial statements are not in agreement with
the accounting records and returns.
Responsibilities of the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement set out on page 10, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
The Company is a cash shell formed to acquire businesses
operating in or owning Australian, European and/ or North American
food and beverage ("Western F&B") eatery franchises in South
East Asia and/ or the Far East. A substantive approach has been
adopted to audit the financial statements with external
confirmations obtained for the cash balances.
We have nothing to report in this regard.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Article 113A of the Companies (Jersey) Law 1991.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Stephen Bullock (Senior Statutory Auditor)
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
19 June 2020
Statement of Comprehensive Income
for year ended 31 December 2019
Note Year ended Year ended
31 December 31 December
2019 2018
GBP GBP
Income
Interest Income 855 1,081
Administrative expenses (240,422) (142,458)
Operating loss and loss before
taxation 4 (239,567) (141,377)
Taxation 5 - -
Loss for the year (239,567) (141,377)
Loss per share
Basic and diluted (pence per
share) 6 (2.13) (1.26)
The notes to the financial statements form an integral part of
these financial statements
There is no other comprehensive income (2018: GBPnil).
Statement of Financial Position
as at 31 December 2019
Note As at As at
31 December 31 December
2019 2018
Assets GBP GBP
Current assets
Cash and cash equivalents 7 116,553 355,629
Total current assets 116,553 355,629
------------------ ------------------
Total assets 116,553 355,629
------------------ ------------------
Equity and liabilities
Capital and reserves
Stated capital 8 1,053,400 1,053,400
Retained loss (967,226) (727,659)
Total equity 86,174 325,741
------------------ ------------------
Liabilities
Current liabilities
Other payables 9 30,379 29,888
Total liabilities 30,379 29,888
------------------ ------------------
Total equity and liabilities 116,553 355,629
------------------ ------------------
The notes to the financial statements form an integral part of
these financial statements
This report was approved by the board and authorised for issue
on 19 June 2020 and signed on its behalf by;
...........................
Robert Pincock
Director
19 June 2020
Statement of Changes in Equity
For the year ended 31 December 2019
Stated capital Retained loss Total
GBP GBP GBP
As at 1 January 2019 1,053,400 (727,659) 325,741
(239 ,567
Loss for the year - ) (239,567)
Total comprehensive loss (239 ,567
for the year - ) (239,567)
As at 31 December 2019 1,053,400 (967,226) 86,174
=============== ============== ==========
For the year ended 31 December 2018
Stated capital Retained loss Total
GBP GBP GBP
As at 1 January 2018 1,053,400 (586,282) 467,118
Loss for the year - (141,377) (141,377)
--------------- -------------- ----------
Total comprehensive loss
for the year - (141,377) (141,377)
--------------- -------------- ----------
As at 31 December 2018 1,053,400 (727,659) 325,741
=============== ============== ==========
The notes to the financial statements form an integral part of
these financial statements
Statement of Cash Flows
for the year ended 31 December 2019
Year ended Year ended
31 December 31 December
2019 2018
Note GBP GBP
Cash flow from operating activities
Operating loss (239,567) (141,377)
Changes in working capital
Increase in trade and other payables 491 12,616
Net cash used in operating activities (239,076) (128,761)
------------- -------------
Decrease in cash and cash equivalents (239,076) (128,761)
Cash and cash equivalents at beginning
of the year 355,629 484,390
Cash and cash equivalents at end of
the year 116,553 355,629
------------- -------------
The notes to the financial statements form an integral part of
these financial statements
Notes to the financial statements
1. General information
The Company was incorporated as a public company under the
Companies (Jersey) Law 1991 and had not commenced substantive
operations during the period under review.
The registered office is 28 Esplanade, St. Helier, JERSEY, JE1
8SB . The Company has been formed to undertake one or more
acquisitions of businesses (either shares or assets) which operate
in or own Australian, European and/or North American food and
beverage ("Western F&B") eatery franchises in South East Asia
and/or the Far East.
The financial statements of the Company are presented in British
Pound Sterling ("GBP").
2. Summary of significant accounting policies
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
a) Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted for
use by the European Union, and effective, or issued and early
adopted, as at the date of these statements. The financial
statements have been prepared under the historical cost convention
as modified for financial assets carried at fair value.
At the date of authorisation of these financial statements,
certain new standards, amendments and interpretations to existing
standards have been published but are not yet effective, and have
not been adopted early by the Company. The Directors anticipate
that all of the pronouncements will be adopted in the Company's
accounting policies for the first period beginning on or after the
effective date of the pronouncement.
The Company has not early adopted amended standards and
interpretations which are currently in issue but not effective for
accounting periods commencing on 1 January 2019 as adopted by the
EU. The Directors do not anticipate that the adoption of standards
and interpretations will have a material impact on the Company's
financial statements in the periods of initial application.
b) Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the
Directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the Company for being
non-trading company.
Notes to the financial statements (continued)
2 . Summary of significant accounting policies (continued)
c) Going concern
At 31 December 2019, the Company had cash of approximately
GBP116,553, which the Directors believe will be sufficient to pay
on going expenses and to meet its liabilities as they fall due for
a period of at least 12 months from the date of approval of the
financial statements. The financial statements have been prepared
on a going concern basis.
In addition to the already known effects of the COVID-19
outbreak and resulting government measures, the macroeconomic
uncertainty causes disruption to economic activity, and it is
unknown what the longer term impact on our business may be. The
COVID-19 virus can evolve in various directions. Management seeks
to obtain the best possible information to enable us to assess
these risks and implement appropriate measures to respond.
The significant impact of COVID-19 to our business is summarised
below:
-- Delay in restaurant opening by the first franchisees. - Due
to MCO (movement control order) announced by Malaysian Government,
the delay of one month is expected to launch the new
restaurants.
-- Working capital will be effected for one month. The Company
has arranged additional short term financing from directors to
support continuity of our operations
-- A 'New Normal' of consumer behavior - Post COVID-19 ,
consumers are more aware of hygiene and social distance while
dining out and are likely to do more take away/delivery online from
the restaurant.
-- This might impact the business revenue of franchisees, and
reduce the royalty payment that is by percentage of gross revenue
sales.
However with all those risks and impact above, The Company has
taken and will take a number of measures to monitor and prevent the
effects of the COVID-19 virus. These include safety and health
measures for our people (ie social distancing and working from
home), securing the supply of materials that are essential to our
production process, securing additional financing from directors to
support continuity of our operations and communication to our key
stakeholders.
In addition, as a F&B franchiser, the company assists
franchisees to adopt the new normal of post-COVID-19 customer
behavior to restaurant guideline such as
-- Exploration of take-out, drive-through & delivery opportunities
-- Increased domestic/local sourcing for supply chain
-- New & expanded sanitization practices in the preparing and handling food
-- Simplifying the operation and SKUs reduces sourcing risks and is simply easier to manage
Notes to the financial statements (continued)
2 . Summary of significant accounting policies (continued)
c) Going concern (Continued)
The Company will not propose to pay out any dividends this year.
Based on the facts and circumstances known at this moment and the
possible scenarios about how the COVID-19 virus and resulting
government measures could evolve, management has determined that
the use of the going concern assumption is warranted, but that
there is a material uncertainty resulting from COVID-19 and the
reliance support of the directors that may cast significant doubt
upon the entity's ability to continue as a going concern and,
therefore, that it may be unable to realise its assets and
discharge its liabilities in the normal course of business. Based
on the circumstances described above, the financial statements are
prepared on the assumption that the entity is a going concern.
If the Company was unable to secure sufficient funding to enable
it to continue on a going concern basis then adjustments would be
necessary to write down assets to their recoverable amounts,
reclassify non-current assets and long-term liabilities as current
and provide for additional liabilities.
d) Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents .
e) Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary differences at the balance sheet date between the tax
basis of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred income tax liabilities are
recognised in full for all temporary differences. Deferred income
tax assets are recognised for all deductible temporary differences
carried forward of unused tax credits and unused tax losses to the
extent that it is probable that taxable profits will be available
against which the deductible temporary differences, and
carry-forward of unused tax credits and unused losses can be
utilised. The carrying amount of deferred income tax assets is
assessed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be
available to allow all or part of the deferred income tax asset to
be utilised. Unrecognised deferred income tax assets are reassessed
at each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to be recovered.
f) Financial instruments
Financial assets and financial liabilities are recognised in the
Company's statement of financial position when the Company becomes
a party to the contractual provisions of the instrument.
Notes to the financial statements (continued)
2 . Summary of significant accounting policies (continued)
g) Financial assets
Financial assets comprise of loans and receivables are
recognised initially at fair value plus any directly attributable
transaction costs. Subsequent to initial recognition, loans and
receivables are measured at amortised cost using the effective
interest method, less any impairment losses.
h) Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the
Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or financial
liabilities measured at amortised cost.
Financial liabilities are classified as at fair value through
profit or loss if the financial liability is either held for
trading or it is designated as such upon initial recognition.
Other financial liabilities
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
i) Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
j) Segmental reporting
The Directors are of the opinion that the business comprises of
a single economic activity, that of an investment company.
Therefore the financial information of the single segment is the
same as that set out in the Company statement of comprehensive
income, Company statement of financial position, the Company
statement of changes to equity and the Company statement of Cash
flows.
Notes to the financial statements (continued)
3. Critical accounting estimates and judgements
The Company's nature of operations is to act as a special
purpose acquisition company. Thus significantly reduces the level
of estimates and assumptions required. The Directors do not
consider there to be any critical accounting estimates and
judgements that require to be separately reported.
4. Loss before income tax
The loss before income tax is stated after charging:
2019 2018
GBP GBP
Director emoluments 29,000 29,000
Fees payable to the Company's auditors
* Audit of the Company's financial statements
* Other assurance services 11,000 10,500
1,000 1,000
* Non audit services relating to corporate finance
transactions 17,500 -
Secretarial services fees 17,608 19,008
Professional fees 41,000 36,000
Other costs associated to the acquisition
transaction 70,000 -
5. Income tax
The Company is not a "Financial Services Company" registered
under the relevant Jersey laws; or a specified utility company and
therefore it is subject to Jersey income tax at the general rate of
Nil percent. If the Company derives any income from Jersey
property, including development of land or quarrying, such income
will be subject to tax at the rate of 20 per cent. It is not
expected that the Company will derive any such income.
6. Loss per share
The calculation of loss per share is based on the following loss
and number of shares:
2019 2018
Loss for the year from continuing
operations ( GBP) 239,567 141,377
Weighted average shares in issue (unit) 11,250,000 11,250,000
Loss per share (pence per share) 2.13 1.26
----------- -----------
Basic loss per share is calculated by dividing the loss for the
year from continuing operations of the Company by the weighted
average number of Ordinary Shares in issue during the year.
There are no potential dilutive shares in issue therefore the
diluted loss per share has not been calculated.
Notes to the financial statements (continued)
7. Cash and cash equivalents
2019 2018
GBP GBP
Bank accounts 116,553 355,629
-------- ---------
8. Stated capital
Number of
Ordinary Shares GBP
As at 1 January 2019 and 31 December
2019 11,250,000 1,053,400
9. Other payables
2019 2018
GBP GBP
Other creditors 6,322 17,331
Amount due to Director 318 318
Accruals 23,739 12,239
30,379 29,888
------- -------
Amounts due to a Director represents director's fees payable as
at the end of the reporting period. These amounts are interest free
and repayable on demand.
10. Directors' emoluments
The details concerning Directors' emoluments are as follow:
2019 2018
Name of Director GBP GBP
Robert Logan Pincock 15,000 15,000
Abd Hadi bin Abd Majid 10,000 10,000
Maurice James Malcolm Groat 4,000 4,000
There are no other employment benefits offered to the
Directors.
The Directors are considered to be the Company's key
management.
Notes to the financial statements (continued)
11. Financial instruments
The Company 's principal financial instruments comprise cash and
cash equivalents and trade and other payables. The Company 's
accounting policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised
in respect of each class of financial assets, financial liability
and equity instrument are set out in Note 2. The Company does not
use financial instruments for speculative purposes.
The principal financial instruments used by the Company , from
which financial instrument risk arises, are as follows:
2019 2018
GBP GBP
Cash and cash equivalents 116,553 355,629
Financial liabilities measured at ( 29,888
amortised cost ( 30,379 ) )
a) Liquidity risk
The Company regularly reviews its major funding positions to
ensure that it has adequate financial resources in meeting its
financial obligations. The Company takes liquidity risk into
consideration when deciding its sources of funds.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Capital risk management
The Company defines capital as the total equity of the Company.
The Company's objectives when managing capital are to safeguard the
Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
d) Fair value of financial assets and liabilities
There are no material differences between the fair value of the
Company's financial assets and liabilities and their carrying
values in the financial information.
Notes to the financial statements (continued)
12. Staff costs
During year ended 31 December 2019, there were no staff costs,
as the Company, other than the Director's fees as disclosed in note
10. The Company employed no staff.
13. Related party transactions
Included within current liabilities is an amount of GBP318
(2018: GBP318) owing to Abd Hadi bin Abd Majid, a Director.
14. Subsequent events
On 19 February 2020, a prospectus relating to: (i) the Company's
conditional acquisition by way of a reverse takeover of the
intellectual property rights in a restaurant concept owned by
Typical Dutch N.V. ("TDNV"); (ii) the placing of 900,000 new
ordinary shares of no par value at 15 pence per share; and (iii)
the admission of 12,150,00 ordinary shares of no par value to the
Official List (by way of Standard Listing under Chapter 14 of the
Listing Rules) and to trading on the London Stock Exchange's Main
Market for listed securities ("Admission") was approved by the
Financial Conduct Authority.
On 26 March 2020, the Company announced that it has signed a
Memorandum of Understanding (MOU) with Asia Food Venture Sdn Bhd
(AFV) to appoint the first franchisee of its premium dining
restaurant concept in Kuala Lumpur, Malaysia.
On 6 May 2020, the Company acquired Havana Dining Ltd,,
BVI-incorporated Company, for the purpose of business operations as
a wholly-owned subsidiary of the Company including running of the
day-to-day operations.
Since the COVID-19 pandemic, the directors will be looking
closely at ways to efficiently reduce the cost structure to match
any reduction or delay in revenue. As a result, there are no
subsequent events that have impacted these financial
statements.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR GIGDLSSBDGGC
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June 19, 2020 05:24 ET (09:24 GMT)
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