TIDMFHP
RNS Number : 6085N
Fandango Holdings PLC
01 February 2021
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector:
Investment
01 February 2021
Fandango Holdings plc ('Fandango' or 'the Company')
Year End Financial Accounts
Fandango Holdings plc, the investment company focused on the
industrial and services sectors, is pleased to provide its
financial accounts for the year end 31 August 2020.
STRATEGIC REPORT
Principal activity and fair review of the business
Fandango Holdings is an investment company focused on
identifying and acquiring attractive assets, through which it can
leverage the Board's extensive experience and track record of
growing companies to build value and create significant uplift to
its shareholders.
For the year to 31 August 2020, the Company's results include
the running costs of the Company and listing fees on the London
Stock Exchange standard segment. The Company's shares remain
suspended.
Since February 2018 Fandango has made loans to Stranger Holdings
PLC which were advanced during the previous accounting period and
which attract interest at 10% per month (to 25 May 2018: 5% per
month). The loans are repayable upon demand. The total amount of
the loan outstanding at the year-end was GBP512,000 being the
principal amount owed of GBP160,000 and interest of GBP352,000. The
current balance outstanding, at the date of this report, excluding
interest is GBP178,850. It was agreed that no further interest
would accrue on these loans after 31 August 2020.
The company has also made loans available to Papillon Holdings
PLC where a total of GBP100,365 was advanced in the year and
attracted interest at 5% per month, repayable upon demand. The
total loan balance at the year end was GBP119,808 being the
principal amount owed of GBP100,365 and GBP19,443 in interest. The
amount outstanding at the date of this report excluding interest is
GBP112,365. It was agreed that no further interest would accrue on
these loans after 31 August 2020.
The future
On 19 July 2020, the Company entered into a non-binding Heads of
Terms with a group of companies (the "target") involved in
construction, civil engineering, concrete and aggregates. The
target's corporate finance advisors have continued to support the
Company whilst the target's business has undergone structural and
organisational changes during the period since the Heads of Terms
were signed. The Acquisition, if it proceeds, will constitute a
Reverse Takeover under the Listing Rules since, inter alia, in
substance it will result in a fundamental change in the business of
the issuer The Acquisition is subject, inter alia, to the
completion of due diligence, documentation and compliance with all
regulatory requirements, including the Listing and Prospectus Rules
and, as required, the Takeover Code.
As the Acquisition will constitute a Reverse Takeover under the
Listing Rules, the Company's shares remain suspended pending the
publication of a prospectus and the application for the enlarged
Company to have its Ordinary Shares admitted to the Official List
and to trading on the main market for listed securities of the
London Stock Exchange.
The Company is working on the preparation of a prospectus in
relation to the Acquisition and will, in due course, be making
application for the enlarged Company to have its Ordinary Shares
admitted to the Official List and to trading on the main market for
listed securities of the London Stock Exchange.
Key performance indicators
There are no key performance indicators for this period as the
Company has not completed its investment activity.
The Company operates in an uncertain environment and is subject
to a number of risk factors. The Directors have carried out a
robust assessment of the risks and consider the following risk
factors are of particular relevant to the Company's activities,
although it should be noted that this list is not exhaustive and
that other risk factors no presently known or currently deemed
immaterial may apply.
Principal risks and uncertainties
i. Business strategy
The Company is a relatively new entity with no operating history
and has not yet completed the acquisition of a suitable
investment.
The Company may be unable to complete a suitable acquisition in
a timely manner
ii. Liquidity Risk
The Directors have reviewed the working capital requirements and
believe that there is sufficient working capital to fund the
business.
Environmental Responsibility
The Company and its management believe that any matters related
to environmental responsibility are not currently applicable as
there are no trading activities. Nevertheless, the Company and its
management acknowledge the importance of environmental
responsibility and minimum compliance with local regulatory
environmental requirements in the event where future trading and
operational activities occur.
Social, community and human rights responsibility
The Company and its management recognise and acknowledge the
responsibility under English law to promote success of the Company
for the benefits of its stakeholders. The Company and its
management also acknowledge and recognise the responsibility
towards partners, suppliers, contractors, investors, lenders and
local community in which future operational activities will take
place. The Company has two employees, being the directors. At the
end of the financial year there were two directors, both male.
Anti-corruption and anti-bribery policy
The Company is aware of the UK Bribery Act 2010 and any related
guidelines and regulations. The Company and its management have
conducted a review into its operational procedures to consider the
impact of the Bribery Act 2010 and the Board has adopted
anti-corruption and anti-bribery policy.
Going Concern
As stated in note 2 to the financial statements, the Directors
and James Longley, a shareholder, have offered letters of support
confirming that they will provide such additional working capital
as necessary to enable the Company to meet all of its debts as and
when they fall due for a period of at least twelve months from the
date of approval of the financial statements. On this basis the
Directors are satisfied that the Company has sufficient resources
to continue in operation for the foreseeable future, a period of
not less than 12 months from the date of this report. Accordingly,
they continue to adopt the going concern basis in preparing the
financial statements.
Section 172 Statement
The Directors acknowledge their duty under s.172 of the
Companies Act 2006 and consider that they have, both individually
and together, acted in the way that, in good faith, would be most
likely to promote the success of the Company for the benefit of its
members as a whole. In doing so, they have had regard (amongst
other matters) to:
-- the likely consequences of any decision in the long term: The
Company's long-term strategic objectives, including progress made
during the year and principal risks to these objectives, are shown
on above.
-- the interests of the Company's employees: Our employees are
fundamental to us achieving our long-term strategic objectives.
-- the need to foster the Company's business relationships with
suppliers, customer and others A consideration of our relationship
with wider stakeholders and their impact on our long-term strategic
objectives is also disclosed above.
-- the impact of the Company's operations on the community and
the environment The Group operates honestly and transparently. We
consider the impact on the environment on our day-to-day operations
and how we can minimise this.
-- the desirability of the Company maintaining a reputation for
high standards of business conduct Our intention is to behave in a
responsible manner, operating within the high standard of business
conduct and good corporate governance.
-- the need to act fairly as between members of the Company: Our
intention is to behave responsibly towards our shareholders and
treat them fairly and equally, so that they too may benefit from
the successful delivery of our strategic objectives.
The Strategic Report forms part of the Company's annual accounts
and reports. The full set of accounts can be found at the
registered office as stated in the Company information or in the
London Stock Exchange website.
The Auditor's Report on the annual accounts was unqualified and
states that the Strategic Report and Director's Report are
consistent with the financial statements. This report can be found
in pages 15-19.
On behalf of the board,
Tim Cottier
Director
1 February 2021
DIRECTORS' REPORT
The directors present their report and the audited financial
statements for the year to 31 August 2020.
Results and dividends
The trading results for the period and the Company's financial
position at the end of the period are shown in the attached
financial statements.
The directors have not recommended a dividend.
Strategic Report
In accordance with section 414C (11) of the Companies Act 2006
the Company chooses to report the review of the business, the
future outlook and the risks and uncertainties faced by the Company
in the Strategic Report.
Directors
The following directors have held office during the period:
Charles Tatnall
Tim Cottier
Share capital
Fandango Holdings Plc is incorporated as a public limited
company and is registered in England and Wales with the registered
number 10346576. Details of the Company's issued share capital,
together with details of movements during the year, are shown in
Note 13. The Company has one class of Ordinary shares and all
shares have equal voting rights and rank pari passu for the
distribution of dividends and repayment of capital.
Directors' interests
At the date of this report the directors held the following
beneficial interest in the ordinary share capital of the
Company:
Director Shareholding Percentage of the
Company's Ordinary
Share Capital
----------------- ------------- --------------------
Charles Tatnall 30,001,000 22.39%
Tim Cottier 27,501,000 20.52%
22,500,000 of Tim Cottier's holding is held by Bolly Investments
Limited, a company incorporated in England and Wales (Company
Number 10473027), in which he owns 100% of the issued share
capital. The balance is held through Hargreaves Lansdown (Nominees)
Limited.
Both Charles Tatnall and Tim Cottier held 12,500,000 warrants
each in the Company.
There have been no changes in the directors' interests in the
Company during the year, or to the date of this report.
Substantial Interests
The Company has been informed of the following shareholdings
that represent 3% or more of the issued Ordinary Shares of the
Company as at 4 January 2021:
Shareholder Shareholding Percentage of
total
JIM Nominees Limited 38,000,000 28.36%
Charles Tatnall 30,001,000 22.39%
Tim Cottier (held through
Bolly Investments Limited
and Hargreaves (Nominees Lansdown)
Limited 27,501,000 20.52%
Peel Hunt Holdings Limited 7,487,605 5.59%
Hargreaves Lansdown (Nominees)
Limited 5,786,148 4.32%
Tracey Edwards 5,000,000 3.73%
Redmayne (Nominees) Limited 5,000,000 3.73%
Supplier Payment Policy
It is the Company's payment policy to pay its suppliers in
conformance with industry norms. Trade payables are paid in a
timely manner within contractual terms, which is generally 30 to 45
days from the date an invoice is received.
Carbon emissions
The Company is currently non-trading with no operating premises
or employees other than its Directors, and therefore has minimal
carbon emissions. Total emissions are expected to be lower than
40,000 Kwh. Accordingly, it is not considered necessary to obtain
emissions, energy consumption or energy efficiency data and produce
an Energy and Carbon Report under SI 2018/1155.
Financial risk and management of capital
The major balances and financial risks to which the Company is
exposed to and the controls in place to minimise those risks are
disclosed in Note 4.
The Board considers and reviews these risks on a strategic and
day-to-day basis in order to minimise any potential exposure.
Financial instruments
The Company has not entered into any financial instruments to
hedge against interest rate or exchange rate risk.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain
information in a single identifiable section of the Annual Report
or a cross reference table indicating where the information is set
out. The Directors confirm that there are no disclosures required
in relation to Listing Rule 9.8.4
Auditors
Jeffreys Henry LLP were appointed auditors to the Company and in
accordance with section 485 of the Companies Act 2006, a resolution
proposing that they be re-appointed will be put at a 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 the directors to prepare financial
statements for each financial year. Under that law the directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards (IFRS) as adopted for
use in the European Union. Under company 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 for that period. In preparing
these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether they have been prepared in accordance with IFRS
as adopted by the European Union
- 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 adequate 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 Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website.
Statement of disclosure to auditors
Each person who is a Director at the date of approval of this
Annual Report confirms that:
- So far as the Directors are aware, there is no relevant audit
information of which the Company's auditors are unaware; and
- Each Director has taken all the steps that he ought to have
taken as Director in order to make himself aware of any relevant
audit information and to establish that the Company's auditors are
aware of that information.
- Each Director is aware of and concurs with the information included in the Strategic Report.
Annual General Meeting
Notice of the forthcoming Annual General Meeting of the Company
together with resolutions relating to the Company's ordinary
business will be given the members separately.
Events after the reporting period
None.
On behalf of the board
__________________
Director
Tim Cottier
1 February 2021
DIRECTORS' REMUNERATION REPORT
Introduction
The information included in this report is not subject to audit
other than where specifically indicated.
Remuneration Committee
The remuneration committee consists of Timothy Cottier and
Charles Tatnall. This committee's primary function is to review the
performance of executive directors and senior employees and set
their remuneration and other terms of employment.
The Company has only had two executive directors and no senior
employees.
The remuneration committee determines the Company's policy for
the remuneration of executive directors, having regard to the UK
Corporate Governance Code and its provisions on directors'
remuneration.
The remuneration policy
Each of the Directors shall be paid a fee at such rate as may
from time to time be determined by the Board, but the aggregate of
all such fees so paid to the Directors shall not exceed GBP250,000
per annum or such higher amount as may from time to time be decided
by ordinary resolution of the Company. Any Director who is
appointed to any executive office shall be entitled to receive such
remuneration (whether by way of salary, commission, participation
in profits or otherwise) as the Board or any committee authorised
by the Board may decide, either in addition to or in lieu of his
remuneration as a Director. In addition, any Director who performs
services which in the opinion of the Board or any committee
authorised by the Board go beyond the ordinary duties of a
Director, may be paid such extra remuneration as the Board or any
committee authorised by the Board may determine.
Recruitment Policy
Base salary levels will take into account market data for the
relevant role, internal relativities, their individual experience
and their current base salary. Where an individual is recruited at
below market norms, they may be re-aligned over time, subject to
performance in the role. Benefits will generally be in accordance
with the approved policy. For external and internal appointments,
the Board may agree that the Company will meet certain relocation
and/or incidental expenses as appropriate.
Service agreements and terms of appointment (audited)
The directors have service contracts with the company. These
contracts are not fixed term and may be terminated by either the
Company or the Director by giving a 6 months' notice.
Directors' interests (audited)
The directors' interests in the share capital of the company are
set out in the Directors' report. There has been no change in the
directors interest from the date of the accounts to the date of
this report.
The directors' interests in the share capital of the Company are
set out in the Directors' report (audited).
Directors' emoluments
Remuneration paid to the Directors' during the year ended 31
August 2020 was:
Director Base salary Fees (excluding Pension contribution Total
VAT)
GBP'000 GBP'000 GBP'000 GBP'000
Charles Tatnall 0 48 - 48
Tim Cottier 0 22 - 22
------------ ---------------- --------------------- --------
0 70 - 70
------------ ---------------- --------------------- --------
Remuneration paid to the Directors' during the year ended 31
August 2019 was:
Director Base salary Fees (excluding Pension contribution Total
VAT)
GBP'000 GBP'000 GBP'000 GBP'000
Charles Tatnall 2 48 - 50
Tim Cottier 2 15 - 17
------------ ---------------- --------------------- --------
4 63 - 67
------------ ---------------- --------------------- --------
No pension contributions were made by the company on behalf of
its directors, and no excess retirement benefits have been paid out
to current or past directors.
Payment for loss of Office
If a contract is to be terminated, the Company will determine
such mitigation as it considers
fair and reasonable in each case.
The Company reserves the right to make additional payments where
such payments are made in good faith in discharge of an existing
legal obligation (or by way of damages for breach of such an
obligation); or by way of settlement or compromise of any claim
arising in connection with the termination of an Executive
Director's office or employment.
Percentage change tables (audited)
The Directors have considered the requirement for the percentage
change tables comparing the Chief Executive Officer's percentage
change of remuneration to that of the average employee to not
provide any meaningful information to the shareholders. This is due
to the company not having any employees in this or the prior period
with the exception of the Directors. The Directors will review the
inclusion of this table for future reports.
Company performance graph (audited)
The Directors have considered the requirement for a UK 10-year
performance graph comparing the Company's Total Shareholder Return
with that of a comparable indicator. The Directors do not currently
consider that including the graph will be meaningful because the
Company has only been listed since 2017, is not paying dividends,
is currently incurring losses as it gains scale and whose focus is
to seek an acquisition. In addition, and as mentioned above, the
remuneration of Directors is not currently linked to performance
and we therefore do not consider the inclusion of this graph to be
useful to shareholders at the current time. The Directors will
review the inclusion of this table for future reports.
Relative Importance of spend on pay (audited)
The table below illustrates a comparison between total
remuneration to distributions to
shareholders and loss before tax for the financial period ended
31 August 2020 and 31 August 2019:
Year ended Employee remuneration Distributions Operational
to shareholders cash inflow
/(outflow)
GBP GBP GBP
31 August 2020 - - 105,000
31 August 2019 - - (85,000)
Employee remuneration does not include fees payable to the
Directors. Further details can be found above.
Operational cash outflow has been shown in the table above as
cash flow monitoring and forecasting in an important consideration
for the Board when determining cash-based remuneration for
Directors and employees.
Other matters
There are no other reportable matters to disclose.
Approval by shareholders
At the next annual general meeting of the company a resolution
approving this report is to be proposed as an ordinary resolution.
The Board considers shareholder feedback received and guidance from
shareholder bodies. This feedback, plus any additional feedback
received from time to time, is considered as part of the Company's
annual policy on remuneration.
This report was approved by the board on 1 February 2021
On Behalf of the Board
Tim Cottier
Committee Chairman
CORPORATE GOVERNANCE REPORT
Policy
The policy of the board is to manage the affairs of the Company
with reference to the UK Corporate Governance Code, which is
publicly available from the Financial Reporting Council.
Application of principles of good governance by the board of
directors
The board currently comprises the two directors: Charles Tatnall
and Timothy Cottier.
There are regular board meetings each year and other meetings
are held as required to direct the overall company strategy and
operations with the aim of delivering long term shareholder value.
The value to shareholders is to be derived from the completion of a
reverse take over and subsequent profitability. Board meetings
follow a formal agenda covering matters specifically reserved for
decision by the board. These cover key areas of the company's
affairs including overall strategy, acquisition policy, approval of
budgets, major capital expenditure and significant transactions and
financing issues. The Board is also responsible for the
effectiveness of the Company's risk management and internal control
systems. The Board believes these are working effectively, but
recognises the ongoing need for identification, evaluation and
management if significant risks.
The Board met 2 times during the year. Outside of the scheduled
meetings, the directors maintain frequent contact with each other
to discuss any issues of concern they may have relating to the
Company or their areas of responsibility, and to keep them fully
briefed on the Company's operations. Where Directors have concerns
which cannot be resolved about the running of the company, or a
proposed action, they will ensure that their concerns are recorded
in the Board minutes.
Board Meetings Attended
(2 held in year)
Charles Tatnall 2
Tim Cottier 2
The Board is pleased with the high level of attendance and
participation of Directors at Board
and committee meetings.
The board has delegated certain responsibilities, within defined
terms of reference, to the audit committee and the remuneration
committee as described below. The Company does not have a
Nomination Committee at present. The appointment of new directors
is made by the board as a whole. This is considered reasonable for
a Company of this size. The requirement for a Nomination Committee
will be considered on an ongoing basis.
The board undertakes a formal annual evaluation of its own
performance and that of its committees and individual directors,
through discussions and one-to-one reviews with the Chairman and
the senior director.
The Board does not comply with the provision of the UK Corporate
Governance Code that at least half of the Board, excluding the
Chairman, should comprise non-executive directors determined by the
Board to be sufficiently independent. Similarly, the Code states
that the Audit and Remuneration Committees should be made up of at
least two non-executive directors. Lastly the Code requires that
the members of the Audit Committee are independent. These
non-compliances are ongoing and due limited size of the Board,
which the Board feels if reasonable for a Company of this size.
The Chairman has a number of other commitments but believes that
these do not impact on his ability to direct the Board.
Audit committee
The audit committee comprises the two directors: Charles Tatnall
and Timothy Cottier. and meets at least once a period. The
committee's terms of reference are in accordance with the UK
Corporate Governance Code. The committee reviews the company's
financial and accounting policies, interim and final results and
annual report prior to their submission to the board, together with
management reports on accounting matters and internal control and
risk management systems. It reviews the auditors' management letter
and considers any financial or other matters raised by both the
auditors and employees. The Committee met once in the period, with
full attendance.
The committee considers the independence of the external
auditors and ensures that, before any non-audit services are
provided by the external auditors, they will not impair the
auditors' objectivity and independence. During the year there were
no non-audit services provided to the company.
The Committee has primary responsibility for making
recommendations to the board in respect of the appointment,
re-appointment and removal of the external auditors. Having
assessed the performance objectivity and independence of the
auditors, the Committee will be recommending the reappointment of
Jeffreys Henry LLP as auditors to the Company at the 2020 Annual
General Meeting.
There is currently no internal audit function within the
Company. The directors consider that this is appropriate of a
Company of this size.
Remuneration Committee
The Remuneration Committee comprises the two directors: Charles
Tatnall and Tim Cottier. The primary function of the Committee is
to advise the board on overall remuneration packages of the
directors after consideration of remuneration policies, employment
terms, current remunerations of the Board and advisors and the
policies of comparable companies in the Industry. No third parties
have provided advice that materially assisted the Remuneration
Committee during the year. The Committee met once in the period,
with full attendance.
The remuneration committee determines the company's policy for
the remuneration of executive directors, having regard to the UK
Corporate Governance Code and its provisions on directors'
remuneration. This is set out in the Directors' Remuneration
report.
Diversity
The Company has not adopted a formal policy on diversity,
however it is committed to a culture of equal opportunities for
all, regardless of age, race or gender. The board is currently made
up of two male directors, and there are no other employees in the
Company.
Shareholder relations
The Board acts on behalf of it's shareholders to deliver long
term value. In order to accomplish this, the Board keeps a number
of channels of communication open to better understand the views of
the shareholders. Open and transparent communication with
shareholders is given high priority. All Directors are kept aware
of changes in major shareholders in the Company and are available
to meet with shareholders who have specific interests or concerns.
Regular updates to record news in relation to the Company and the
status of its activities released on the London Stock Exchange
website.
The Directors are available to meet with institutional
shareholders to discuss any issues and gain an understanding of the
Company's business, its strategies and governance.
At every AGM individual shareholders are given the opportunity
to put questions to the Chairman and to other members of the Board
that may be present. Notice of the AGM is sent to shareholders at
least 21 working days before the meeting.
On Behalf of the Board
Tim Cottier
Chairman
1 February 2021
INDEPENT AUDITOR'S REPORT
TO THE MEMBERS OF FANDANGO HOLDINGS
Independent auditor's report to the members of Fandango Holdings
Plc
Opinion
We have audited the financial statements of Fandango Holdings
Plc (the 'Company') for the year ended 31 August 2020 which
comprise the statement of comprehensive income, the statements of
financial position, the statements of cash flows, the statements of
changes in equity and notes to the financial statements, including
a summary of significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the 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 August 2020 and of the
Company's loss for the year then ended;
-- the financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
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 as applied to listed entities, 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 2.1a) in the financial statements,
which explains that the Company is dependent on the continued
support of the Directors and James Longley (a shareholder) for a
period of at least 12 months from the date of these financial
statements. These events, or conditions, along with other matters
set forth in note 2.1a), indicate that a material uncertainty
exists that may cast doubt on the Company's ability to continue as
a going concern. Our opinion is not modified in respect of this
matter.
Emphasis of matter
We draw attention to Note 10 and 16 of the financial
statements.
The Company has advanced, ( including accrued interest ) , an
amount of GBP511,516 to Stranger Holdings Plc ("Stranger") , as
well as an amount of GBP119,809 to Papillon Holdings Plc
(Papillon), both related parties by virtue of common control . The
recovery of th e s e loan s are dependent on the companies
completing reverse takeovers and capitalising the loan balances.
The Directors are confident that this is achievable within 12
months.
The financial statements do not include the adjustments that
would result if the Company were to make a provision against the
above balances. Our opinion is not modified in respect of this
matter.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, 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) we identified, including 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. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. This is not a
complete list of all risks identified by our audit.
Key audit matter How our audit addressed the
key audit matter
Recoverability of loans - Loan To determine if the debts are
balances of GBP511,516 due from recoverable a review of the
Stranger Holdings Plc ("Stranger") latest available management
and GBP119,809 to Papillon Holdings accounts for Stranger and Papillon
Plc (Papillon). has been undertaken.
The last accounts filed for
both companies showed material
uncertainties relating to going
concern and the latest management
accounts indicate that the Company
still has net liabilities.
Both companies are in the process
of undertaking reverse take-overs.
It is the intention that the
loans be capitalised, once the
transactions have been completed.
This would imply recoverability
as the equity can then be liquidated
on successful re-listing of
shares on the stock market.
Based on our review we have
concluded however that there
remains fundamental uncertainty
as to whether the companies
have adequate funding in place
to trade for the next 12 months
and consequently repay the loan,
or complete their respective
reverse take overs
We have accordingly decided
to include an Emphasis of Matter
in relation to the recoverability
of the loan.
---------------------------------------
Going concern - A key aspect Our work in this are included
of our audit was to review the the following:
Directors' work surrounding
the going concern assumption -- Critical assessment of the
for Fandango Holdings Plc Directors' going concern assessment,
challenging the forecast and
The Directors prepare forecasts key assumptions;
which cover a period of 12 months
to satisfy themselves that it -- Assessment of the cash flow
is appropriate to prepare the forecast for committed and contracted
accounts on a going concern expenditure versus discretionary
basis. expenditure, compared to the
level of available cash resources;
-- Review of the Company's strategy
and progress since the period
end to understand the likelihood
of its success and impact on
cash flow; and
-- Reviewed the letter of support
provided by management and enquired
about management's ability to
provide sufficient working capital
for a period of at least 12
months from the date of this
report.
-- Assessment of the adequacy
of disclosures in the Financial
Statements.
---------------------------------------
Our application of materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
Based on our professional judgment, we determined materiality
for the financial statements as a whole as follows:
Company financial statements
Overall materiality GBP4,000 (2019: 3,700).
------------------------------------------
How we determined it 10% of loss before tax. (2019: 5% of
loss before tax).
------------------------------------------
Rationale for We believe that profit/loss is the
benchmark applied primary measure used by the shareholders
in assessing the performance of the
Company, and is a generally accepted
auditing benchmark.
------------------------------------------
We agreed with the board that we would report to them
misstatements identified during our audit above GBP200 (2019:
GBP310) as well as misstatements below those amounts that, in our
view, warranted reporting for qualitative reasons.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the directors made
subjective judgments, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all
of our audits we also addressed the risk of management override of
internal controls, including evaluating whether there was evidence
of bias by the directors that represented a risk of material
misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into the accounting processes and
controls.
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.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion the part of the directors' remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the Company,
-- the Company financial statements are not in agreement with
the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 7, 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.
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.
Other matters which we are required to address
We were appointed as auditors by the Company on 8 May 2017. Our
total uninterrupted period of engagement is 4 years covering the
period ending 25 August 2016 to 31 August 2020.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the Company and we remain independent of the
Company in conducting our audit.
Jeffreys Henry LLP had been employed to prepare tax returns for
the Company and in preparation of accounts of the target of the
reverse takeover, but no such services have been provided for the
current period.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of this report
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
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.
Sanjay Parmar (Senior Statutory Auditor)
For and on behalf of Jeffreys Henry LLP, Statutory Auditor
Finsgate
5-7 Cranwood Street
London EC1V 9EE
1 February 2021
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 AUGUST 2020
Year ended Year ended
31 August 2020 31 August 2019
GBP '000 GBP '000
Notes
Continuing operations
Government grant income 1 -
-Investment income 16 181 159
Listing costs (37) (37)
Administrative expenses 5 (188) (189)
Finance cost (1) (7)
Loss before taxation (44) (74)
Taxation 7 - -
---------------- ----------------
Loss and comprehensive loss
for the period (44) (74)
---------------- ----------------
Basic loss per share 8 (0.03p) (0.06p)
Since there is no other comprehensive income, the loss for the
period is the same as the total comprehensive income for the period
attributable to the owners of the Company.
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2020
As at 31 August
2020 2019
GBP
Notes GBP '000 '000
Assets
Current assets
Trade and other receivables 10 637 321
Cash and cash equivalents 11 - -
------------- -------
Total Assets 637 321
Equity and liabilities
Current liabilities
Trade and other payables 12 231 59
Accruals 12 253 113
484 172
Creditors due after more than one
year
Other payables 48 -
Total Liabilities 532 172
Equity attributable to equity holders
of the Company
Share Capital - Ordinary shares 13 134 134
Share Premium 579 579
Accumulated deficit 14 (608) (564)
Total Equity 105 149
Total Equity and liabilities 637 321
------------- -------
Approved by the Board and authorised for issue on 1 February
2021
_________________
Tim Cottier
Director
Company Registration No. 10346576
STATEMENT OF CASH FLOWS
FOR THE YEARED 31 AUGUST 2020
Year ended Year ended
31 August 31 August
2020 2019
Notes GBP'000 GBP'000
Cash flows from operating activities
Operating loss (44) (74)
Interest receivable (181) (159)
Finance Cost 1 7
(Increase)/decrease in receivables 14 8
Increase/(decrease) in payables 315 133
Cash flow from operating activities 105 (85)
Less interest paid (1) (2)
----------
Net cash generated from operating
activities 104 (87)
----------
Cashflows from investing activities
Amounts (advanced to)/ received from
related parties (154) 34
(154) 34
Cash flows from financing activities
Proceeds from borrowing
Borrowings repaid 50 20
Amounts repaid - (20)
Net cash from/ (used in) financing
activities 50 20)
---------- -----------
Net increase/(decrease) in cash and
cash equivalents - (53)
Cash and cash equivalents at the
beginning of the period - 53
Cash and cash equivalents at end - -
of period
---------- -----------
Represented by: Bank balances and - -
cash
---------- -----------
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 AUGUST 2020
Notes Share capital Share Accumulated Total
premium deficit equity
GBP'000 GBP'000 GBP'000 GBP'000
As at 31 August
2018 134 579 (490) 223
Loss for the year - - (74) (74)
As at 31 August
2019 134 579 (564) 149
-------------- --------- ------------ --------
Loss for the year - - (44) (44)
As at 31 August
2020 134 579 (608) 105
============== ========= ============ ========
Share capital is the amount subscribed for shares at nominal
value.
Share premium represents amounts subscribed for share capital in
excess of nominal value.
Accumulated deficit represent the cumulative loss of the Company
attributable to equity shareholders.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 AUGUST 2020
1 General information
Fandango Holdings PLC ('the Company') is an investment company
incorporated and domiciled in the United Kingdom. The address of
the registered office is disclosed on the company information page
at the front of the annual report. The Company was incorporated and
registered in England on 25 August 2016 as a private limited
company and re-registered as a public limited company on 8 May
2017.
2 Accounting policies
2.1 . Basis of Accounting
This financial information has been prepared in accordance with
International Financial Reporting Standards (IFRS), including IFRIC
interpretations issued by the International Accounting Standards
Board (IASB) as adopted by the European Union and with those parts
of the Companies Act 2006 applicable to companies reporting under
IFRS. The financial statements have been prepared under the
historical cost convention. The principal accounting policies
adopted are set out below.
These policies have been consistently applied.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to the consolidated financial
statements are disclosed in Note 3. The preparation of financial
statements in conformity with IFRSs requires management to make
judgments, estimates and assumptions that affect the application of
accounting policies and reported amounts of assets, liabilities,
income and expenses. Although these estimates are based on
management's experience and knowledge of current events and
actions, actual results may ultimately differ from these
estimates.
The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised if the revision
affects only that period or in the period of the revision and
future periods if the revision affects both current and future
periods.
a) Going concern
These financial statements have been prepared on the assumption
that the Company is a going concern. When assessing the foreseeable
future, the Directors have looked at a period of at least twelve
months from the date of approval of this report and have looked at
the adequacy of funds required as well as working capital
requirements of the Company.
The Company continues to be loss-making and has very limited
cash balances to pay it's debts as and when they fall due. The
Directors and James Longley, a shareholder, have provided letters
of support confirming that they will provide such additional
working capital as necessary to enable the Company to meet all of
its debts as and when they fall due for a period of at least twelve
months from the date of approval of the financial statements. On
this basis the Directors are satisfied that the Company has
sufficient resources to continue in operation for the foreseeable
future, a period of not less than 12 months from the date of this
report. Accordingly, they continue to adopt the going concern basis
in preparing the financial statements.
b) New and amended standards adopted by the Company
There are no IFRSs or IFRIC interpretations that are effective
for the first time for the financial year beginning that would be
expected to have a material impact on the Company.
Standards, interpretations and amendments to published standards
that are not yet effective
Standards, amendments and interpretations to published
standards
There are no IFRSs or IFRIC interpretations that are effective
for the first time for the financial year beginning that would be
expected to have a material impact on the Company. The new IFRSs
adopted during the year are as follows:
-- IFRS 16 - Leases
-- IAS 19 - Employee Benefits (amendment)
The following new standards, amendments to standards and
interpretations have been issued, but are not effective for the
financial period beginning 1 September 2019 and have not been early
adopted. The Directors anticipate that the adoption of these
standard and the interpretations in future periods will have no
material impact on the financial statements of the Company.
The new standards include:
IFRS 3 Business Combinations (amendment)(1)
IFRS 16 Leases (amendment)(1)
IFRS 17 Insurance Contracts(2)
IAS 1 Presentation of Financial Statements(1)
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors(1)
1 Effective for annual periods beginning on or after 1 January
2020
2 Effective for annual periods beginning on or after 1 January
2021
2.2 Financial instruments
Financial assets and financial liabilities are recognised when
the Company becomes a party to the contractual provisions of the
instrument.
O ther receivables
Other receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market.
Subsequent to the initial recognition, other receivables are
measured at amortised cost less impairment losses for bad and
doubtful debts.
Expected credit losses are calculated as the difference between
the carrying amount of financial asset and the estimated future
cash flows, discounted where the effect of discounting is
material.
Cash and cash equivalents
Cash and cash equivalents comprised of cash at bank and in
hand.
Fair values
The carrying amounts of the financial assets and liabilities
such as cash and cash equivalents, receivables and payables of the
Company at the statement of financial position date approximated
their fair values, due to relatively short-term nature of these
financial instruments.
Other payables
Other payables are initially recognised at fair value and
thereafter stated in amortised cost.
2.3 Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
2.4 Taxation
Income tax expense represents the sum of the tax currently
payable and deferred tax.
There is no tax payable as the Company has made a taxable loss
for the year. Taxable loss differs from net loss as reported in the
statement of comprehensive income because it excludes items of
income and expense that are taxable or deductible in other years,
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 end of
the reporting period.
Deferred tax is recognised on temporary differences between the
carrying amount of assets and liabilities in the consolidated
financial statements and the corresponding tax bases used in the
computation of taxable profit or loss. Deferred tax liabilities are
generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible
temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible
temporary differences can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary differences arise
from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences associated with investments in subsidiaries, except
where the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will
not reverse in the foreseeable future. Deferred tax assets arising
from deductible temporary differences associated with such
investments are only recognised to the extent that it is probable
that there will be sufficient taxable profits against which to
utilise the benefits of the temporary differences and they are
expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the
end of each reporting period 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 asset to be recovered.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the period in which the
liability is settled or the asset realised. The measurement of
deferred tax assets and liabilities reflects the tax consequences
that would follow from the manner in which the Company expects, at
the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or
loss, except when it relates to items that are recognised in other
comprehensive income or directly in equity, in which case the
current and deferred tax is also recognised in other comprehensive
income or directly in equity respectively.
2.5 Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the steering committee that makes
strategic decisions. In the opinion of the director, the Company
has one class of business, being that of an investment company. The
Company's primary reporting format is determined by the
geographical segment according to the location of its
establishments. There is currently only one geographic reporting
segment, which is the UK. All costs are derived from the single
segment.
3 Critical accounting estimates and judgments
The Company makes certain judgements and estimates which affect
the reported amount of assets and liabilities. Critical judgements
and the assumptions used in calculating estimates are continually
evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances. The most notable judgement is
considered to be the expected credit loss on loans to related
parties, as discussed in Note 10.
In the process of applying the Company's accounting policies,
which are described above, the Directors do not believe that they
have had to make any assumptions or judgements that would have a
material effect on the amounts recognised in the financial
information.
4 Financial risk management
The Company's activities may expose it to some financial risks.
The Company's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise
potential adverse effects on the Company's financial
performance.
a) Liquidity risk
Liquidity risk is the risk that Company will encounter
difficulty in meeting obligations associated with financial
liabilities. The responsibility for liquidity risks management rest
with the Board of Directors, which has established appropriate
liquidity risk management framework for the management of the
Company's short term and long-term funding risks management
requirements. During the period under review, the Company has not
utilised any borrowing facilities. The Company manages liquidity
risks by maintaining adequate reserves by continuously monitoring
forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.
b) Capital risk
The Company takes great care to protect its capital investments.
Significant due diligence is undertaken prior to making any
investment. The investment is closely monitored.
c) Credit risk
The Company has provided loans to companies. The Company
assesses the creditworthiness, prior to providing the loans to
limit the risk of default.
5 Operating loss, expenses by nature and personnel
Year ended Year ended
31 August 31 August
2020 2019
GBP'000 GBP'000
Operating loss is stated after charging:
Directors Remuneration - 4
Directors fees 84 63
Rent - 13
Consultancy and advisory fees 65 48
Audit fees 12 10
Reporting Accountants' fees - 3
Other administrative expenses 26 48
----------- -----------
Total administrative expenses 187 189
----------- -----------
6 Personnel
The average monthly number of employees during both the current
and prior period was two directors.
There were no benefits, emoluments or remuneration payable
during the period for key management personnel other than the
GBP142,000 in fees disclosed in Note 5. The fees paid are also
detailed in Note 16 as related party transactions.
7 Taxation
Year ended Year ended
31 August 31 August
2020 2019
GBP'000 GBP'000
Total current tax - -
Factors affecting the tax charge for
the period
Loss on ordinary activities before taxation (44) (74)
----------- -----------
Loss on ordinary activities before taxation
multiplied by standard rate of UK corporation
tax of 19% (8) (14)
Effects of:
Non-deductible expenses - -
Tax losses carried forward 8 14
-----------
Current tax charge for the period - -
----------- ===========
No liability to UK corporation tax arose on ordinary activities
for the current period.
The Company has estimated excess management expenses of
GBP465,748 (2019: GBP421,040) available for carry forward against
future trading profits.
The tax losses have resulted in a deferred tax asset at a rate
of 19% (2019: 19%) of approximately GBP88,492 (2019: GBP71,577)
which has not been recognised in the financial statements due to
the uncertainty of the recoverability of the amount.
8 Earnings per share
Year ended Period ended
31 August 31 August
2020 2019
Basic loss per share is calculated by
dividing the loss attributable to equity
shareholders by the weighted average
number of ordinary shares in issue during
the period:
Loss after tax attributable to equity (GBP44,058) (GBP74,328)
holders of the Company
Weighted average number of ordinary shares 134,002,000 134,002,000
Weighted average number of ordinary shares
on a diluted basis 159,002,000 159,002,000
Basic loss per share (0.03p) (0.06p)
Due to the loss in the periods, the effect of the warrants was
considered anti-dilutive and hence no diluted loss per share
information has been provided
The number of shares on a diluted basis relates to the issue of
25,000,000 warrants to the Directors which confers the right but
not the obligation to subscribe in cash for up to 25,000,000
GBP0.01p Ordinary Shares at the subscription price.
9 Capital risk management
The Directors' 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. At the date of this financial information, the
Company had been financed by the introduction of capital. In the
future the capital structure of the Company is expected to consist
of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves .
10 Trade and other receivables
2020 2019
GBP'000 GBP'000
Other receivables 634 304
Prepayments 3 17
637 321
-------- --------
Other receivables consist of unsecured loans to two related
parties, the recoverability of which is based on the conversion of
the loans to equity upon relisting of the two related parties.
Further details are provided in note 16 to the financial
statements.
11 Cash and cash equivalents
2020 2019
GBP'000 GBP'000
Cash at bank - -
- -
-------- --------
12 Trade and other payables
2020 2019
GBP'000 GBP'000
Trade and other payables 231 59
Accruals 253 113
484 172
-------- --------
13 Share capital
For the year end 31 August 2020 31 August
2019
Allotted, called up and fully GBP'000 GBP'000
paid
134,002,000 Ordinary shares
of GBP0.001 each 134 134
--------------- ----------
134 134
--------------- ----------
During the period the Company had no share transactions.
The ordinary shares have attached to them full voting, dividend
and capital distribution (including on winding up) right; they do
not confer any rights of redemption.
14 Accumulated deficit
2020 2019
GBP'000 GBP'000
At start of year (564) (490)
Loss for the year (44) (74)
At 31 August (608) (564)
======== ========
15 Contingent liabilities
The Company has no contingent liabilities in respect of legal
claims arising from the ordinary course of business.
16 Directors salaries, fees and Related parties
1) No salaries were paid to the directors during the year.
2020 2019
Charles Tatnall GBP Nil GBP2,000
Timothy Cottier GBP Nil GBP2,000
2) Consultancy fees paid to Tatbels Limited and Kinloch
Corporate Finance Limited
2020 2019
Tatbels Limited GBP48,000 GBP48,000
Kinloch Corporate Finance Limited GBP22,000 GBP15,000
These amounts are shown net of irrecoverable VAT.
3) As at 31 August 2020, Tatbels Limited was owed accrued fees
of GBP99,100 (2019: GBP46,400) and Kinloch Corporate Finance
Limited was owed accrued fees of 35,380 (2019: GBP11,400).
Tatbels Limited is controlled by Charles Tatnall.
Kinloch Corporate Finance Limited is controlled by Timothy
Cottier.
4) Consultancy fees accrued to James Longley an ex-director and
shareholder of the company amounted to GBP57,600 2019: GBP57,600)
(including irrecoverable VAT). James holds 5,000,000 shares in the
company which are held through Hargreaves Lansdown (Nominees)
Limited. This amount of accrued fees has been included in the total
directors' fees for the year. The amount outstanding at the date of
this report is GBP96,770 (2019: GBP44,000).
5) A loan has been made to Stranger Holdings PLC, a company
where Charles Tatnall is also a director and a 20.58% shareholder.
This loan attracts interest at 10% per month (2019: 10% per month),
is repayable upon the on demand and is unsecured. It has
provisionally been agreed that no interest will be charged from 01
September 2020.
The amount of the loan outstanding at the year-end, including
accrued interest, was GBP511,516 (2019: GBP303,777) . Interest of
GBP154,440 (2019: GBP107,728) has been charged in the year.
6) A loan has been made to Papillon Holdings PLC, a company
where Charles Tatnall is also a director and a 26.44% shareholder.
This loan attracts interest at 5% per month (is repayable upon the
on demand and is unsecured. It has provisionally been agreed that
no interest will be charged from 01 September 2020.
The amount of the loan outstanding at the year-end, including
accrued interest, was GBP119,809 (2019: owed to Papillon GBP5,107).
Interest of GBP26,266 (2019: Interest chargeable GBP6,822) has been
charged in the year.
7) Plutus Powergen PLC a company where both Charles Tatnall and
Tim Cottier are both directors received a short term unsecured loan
from the company totalling GBP2,000, repayable upon demand and
without interest. The loan was still outstanding at the year
end.
17 Capital commitments
There was no capital expenditure contracted for at the end of
the reporting period but not yet incurred.
18 Ultimate controlling party
As at 31 August 2020 there is no ultimate controlling party.
19. Events after the reporting period
There were no post balance sheet events requiring
disclosure.
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END
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