TIDMFHP
RNS Number : 0931F
Fandango Holdings PLC
13 July 2021
FANDANGO HOLDINGS PLC
Interim Management Report
Half yearly report for the period ended 28 February 2021
To the members of Fandango Holdings plc
Chairman's Report
Fandango Holdings PLC ("the Company") is an investment company
incorporated on 25 August 2016, with the original primary objective
of undertaking a single acquisition of a target company, business
or asset in the industrial or service sector.
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
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.
The company continues to work with its financiers on this
transaction who have continued to support the company with regard
to its limited working capital requirements during this period. In
addition, and contemporaneously with the above transaction, the
company is also working closely with its financiers on what may be
a simultaneous Reverse Takeover Transaction and the directors look
forward to being able to update the market further with regard to
this in the near term.
Results for the period
For the period from 1 September 2020 to 28 February 2021, the
Company's results included the ongoing running costs of the Company
including listing fees on the London Stock Exchange and other
advisory costs.
Long-term strategy and business objectives
The company continues to seek to complete an acquisition in line
with its primary objective of undertaking a single acquisition of a
target company, business or asset in the industrial or service
sector.
Risks and uncertainties
The Company is a relatively new entity, with only a brief
operating history, and therefore, investors have no basis on which
to evaluate the Company's ability to achieve its objective of
identifying, acquiring and operating one or more companies or
businesses.
Going Concern
As stated in Note 1 to the condensed financial statements, 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
condensed financial statements.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year; and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to
provide additional information to shareholders to assess the
Company's strategies and the potential for those strategies to
succeed. The IMR should not be relied on by any other party or for
any other purpose.
Charles Tatnall
Chairman
13 July 2021
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months 6 months ended Year ended
ended
28 February 29 February 31 August
2020
2021 2020 GBP ('000)
GBP ('000) GBP ('000) (audited)
Notes (unaudited) (unaudited)
Continuing operations
Government grant
income - - 1
Investment income - 32 181
Administrative expenses (88) (170) (188)
Listing costs (5) (24) (37)
Finance costs - - (1)
Loss before taxation (93) (162) (44)
Taxation - - -
Loss for the period (93) (162) (44)
Basic loss per share
(pence) 2 (0.07p) (0.12p) (0.03p)
Diluted loss per
share (pence) (0.06p) (0.10p) (0.02p)
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
Notes As at As at As at
28 February 29 February 31 August
2021 2020 2020
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Prepayments & other
receivables 698 343 637
Cash and cash equivalents - - -
-------------- -------------- --------------
Total Assets 698 343 637
Equity and Liabilities
Share capital 3 134 134 134
Share premium 579 579 579
Retained earnings (702) (727) (608)
-------------- -------------- --------------
Total Equity 12 (13) 105
Current Liabilities
Trade and other payables 643 356 484
Creditors due after
more than one year
Other payables 43 - 48
-------------- -------------- --------------
Total Liabilities 686 356 532
-------------- -------------- --------------
Total Equity and Liabilities 698 343 637
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share Retained Total
Capital premium earnings Equity
GBP ('000) GBP ('000) GBP ('000) GBP ('000)
Equity at 31 August
2019 134 579 (564) 149
Loss for the Period - - (162) (162)
------------ ------------ ------------ ------------
Equity at 29 February
2020 134 579 (726) (13)
Gain/Loss for the Period - - 118 118
------------ ------------ ------------ ------------
Equity at 31 August
2020 134 579 (608) 105
Loss for the Period - - (93) (93)
------------ ------------ ------------ ------------
Equity at 28 February
2021 134 579 (701) 12
FANDANGO HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
6 months ended 6 months ended Year ended
28 February 29 February 31 August
2021 2020 2020
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited (audited)
)
Cash flows from operating
activities
Operating loss (93) (162) (74)
Interest receivable - (32) (159)
Interest payable - - 7
(Increase)/decrease in
receivables (10) (4) 8
Increase/(decrease) in
payables 154 187 133
-------------- -------------- --------------
Net cash flows from operating
activities 51 (11) (85)
Cash flows from investing
activities
Amounts (advanced to) /
repaid by related parties (51) 11 34
-------------- -------------- --------------
Net cash flows from investing
activities (51) - (34)
Cash flows from financing
activities
Proceeds from borrowing - - 20
Borrowings repaid - - (20)
Finance costs paid - - 2
-------------- -------------- --------------
Net cash flows from financing
activities - - (2)
-------------- -------------- --------------
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 the end of the period
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Fandango Holdings Plc ('the company') is an investment company
incorporated in the United Kingdom. The address of the registered
office is 27-28 Eastcastle Street London W1E 8DN. 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 10 May 2017.
Basis of preparation
This announcement was approved and authorised to issue by the
Board of directors on 13(th) July 2021.
The financial information in this interim report has been
prepared in accordance with the International Financial Reporting
Standards. IFRS comprises standards issued by the International
Accounting Standards Board (IASB) and the interpretations issued by
the International Financial Reporting Interpretations Committee
(IFRIC) as adopted by the European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective
for the first time in this period that would be expected to have a
material impact on the company.
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value.
The Directors are of the opinion that the financial information
should be prepared on a going concern basis, in the light of the
Company's financial resources.
These condensed interim financial statements for the six months
ended 28 February 2021 and 29 February 2020 are unaudited and do
not constitute full accounts. The comparative figures for the
period ended 31 August 2020 are extracted from the 2020 audited
financial statements. The independent auditor's report on the 2020
financial statements was not qualified.
No taxation charge has arisen for the period and the Directors
have not declared an interim dividend.
Copies of the February 2021 interim report can be found on the
Company's website at www.fandangoholdingsplc.com.
Going concern
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 condensed financial statements.
2. Loss per share
Basic loss per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period.
For diluted loss per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares.
The calculation of basic and diluted earnings per share is based
on the following figures:-
Period ended Period ended Year ended
28 February 29 February 31 August
2021 2020 2020
GBP GBP GBP
(unaudited) (unaudited) (audited)
Loss for the period (92,995) (162,470) (74,328)
Weighted average number
of
shares - basic 134,002,000 134,002,000 134,002,000
Weighted average number
of
shares - diluted 159,002,000 159,002,000 159,002,000
-------------- -------------- --------------
Basic loss per share
(pence) (0.07p) (0.12p) (0.06p)
Diluted loss per share
(pence) (0.06p) (0.10p) (0.05p)
-------------- -------------- --------------
The diluted loss per share 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.
3. Share Capital
As at As at As at
28 February 29 February 31 August
2021 2020 2020
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
134,002,000 Ordinary shares
of GBP0.001 each 134 134 134
-------------- -------------- --------------
4. Reports
A copy of this announcement will be mailed to shareholders and
copies will be available for members of the public at the Company's
Registered Office 27-28 Eastcastle Street London W1E 8DN
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END
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