TIDMFHP
RNS Number : 1909X
Fandango Holdings PLC
31 December 2021
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector:
Investment
31 December 2021
Fandango Holdings plc ('Fandango' or 'the Company')
Year End Financial Accounts and Potential Reverse Take-Over
Heads of Terms Signed
Fandango Holdings plc, the investment company, is pleased to
provide its financial accounts for the year end 31 August 2021.
Earlier today, the Company announced that it has executed
non-binding Heads of Terms ('HoT') to acquire Radair Limited ('the
Acquisition'). Further details will be provided upon execution of a
formal s ales and purchase agreement.
The prospective RTO is with Radair Limited, a Bahamian based
company. Radair is a Mesh Network Infrastructure provider,
providing the largest Latin American long-range network to enable
IoT solutions whilst mining crypto currency with a positive
environmental impact. It has or will have six revenue streams:
1. Crypto mining operations
2. Staking interest and leverage
3. Gateway and IoT Device sales
4. Supernode Validator interest and fees
5. Radair #RAD Utility Token
6. IoT solutions, Data Backhaul revenue
The directors believe that that the acquisition of Radair should
add significant shareholder value and look forward to completing
the RTO transaction.
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 standard
segment of 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 not 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.
See stranger
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 12 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 application of s172 requirements can be demonstrated in
relation to some of the decisions made during 2021:
-- All directors agreed not to withdraw directors fee unless the
company is in position to do so.
-- Any contracts of service have been undertaken with a clear cap on financial exposure.
DIRECTORS' REPORT
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%
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.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 AUGUST 2021
Year ended Year ended
31 August 2021 31 August
2020
GBP GBP
'000 '000
Notes
Government grant income - 1
Investment income 16 (6) 181
Listing costs (10) (37)
Administrative expenses 5 (183) (188)
Loan impairment (296) -
Finance cost - (1)
Loss before taxation (496) (44)
Taxation 7 - -
---------------- -----------
Loss and comprehensive loss
for the period (496) (44)
---------------- -----------
Basic loss per share 8 (0.37p) (0.03p)
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 2021
As at 31 August
2021 2020
Notes GBP '000 GBP'000
Assets
Current assets
Investment held for resale 10 375 -
Trade and other receivables 10 10 637
Cash and cash equivalents 11 1 -
------------ --------
Total Assets 386 637
Equity and liabilities
Current liabilities
Loans and Borrowings 12 8 -
Trade and other payables 12 325 231
Accruals 12 402 253
735 484
Creditors due after more than one
year
Loans and Borrowings 12 42 48
Total Liabilities 777 532
Equity attributable to equity holders
of the Company
Share Capital - Ordinary shares 13 134 134
Share Premium 579 579
Accumulated deficit 14 (1,104) (608)
Total Equity (391) 105
Total Equity and liabilities 386 637
------------ --------
STATEMENT OF CASH FLOWS
FOR THE YEARED 31 AUGUST 2021
Year ended Year ended
31 August 31 August
2021 2020
Notes GBP'000 GBP'000
Cash flows from operating activities
Operating loss (495) (44)
Interest receivable - (181)
Impairment 297
Finance Cost - 1
Fair value movement 6 -
(Increase)/decrease in receivables - 14
Increase/(decrease) in payables 245 315
Cash flow from operating activities 53 105
Less interest paid - (1)
----------
Net cash generated from operating
activities 53 104
----------
Cashflows from investing activities
Amounts (advanced to)/ received
from related parties 52 (154)
52 (154)
Cash flows from financing activities
Proceeds from borrowing
Borrowings repaid - 50
Amounts repaid - -
Net cash from/ (used in) financing
activities - 50
---------- -----------
Net increase/(decrease) in cash 1 -
and cash equivalents
Cash and cash equivalents at the - -
beginning of the period
Cash and cash equivalents at end 1 -
of period
---------- -----------
Represented by: Bank balances and 1 -
cash
---------- -----------
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 AUGUST 2021
Notes Share capital Share Accumulated Total
premium deficit equity
GBP'000 GBP'000 GBP'000 GBP'000
As at 31 August
2019 134 579 (564) 149
Loss for the
year - - (44) (44)
As at 31 August
2020 134 579 (608) 105
-------------- --------- ------------ --------
Loss for the
year - - (496) (495)
As at 31 August
2021 134 579 (1,104) (391)
============== ========= ============ ========
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 2021
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 1 Presentation of Financial Statements
-- IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
The following new standards, amendments to standards and
interpretations have been issued, but are not effective for the
financial period beginning 1 September 2020 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 17 Insurance Contracts
Effective for annual periods beginning on or after 1 January
2023
2.2 Financial instruments
Financial assets and financial liabilities are recognised when
the Company becomes a party to the contractual provisions of the
instrument.
Other 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.
Current Tax
The tax currently payable is based on 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 reporting end
date.
The Company is registered in England and Wales and is taxed at
the company standard rate of 19%.
Deferred Tax
D e f er r e d tax is t he t ax e x pe c t ed to be pa y a b le
or re c o v er a b le on d i f f e r e n c es b e tw e en t he c a
rr y i ng a m ou n ts of a s s e ts and li a bilities in t he f i n
a n c i al st a t e m e n ts and t he c or r e s p o n d i ng t ax
b a s es u s ed in t he c o m p u t at i on of t a x a b le p r o
fit, a nd is a c c ou n t ed f or u s i ng t he b a l a n ce s h e
et li a bility m e t ho d. D e fer red t ax li a bilities a re g en
e r a lly r e c o g nis ed f or all t a x able t e m p or a ry dif
f e r en c es and d ef e rr ed t ax a ss e ts a re r e c o gnis ed
to t he e x t e nt t h at it is p r o b a ble t h at t a x a b le
pr o f i ts w ill be a v a ilable a g ain st w h i ch de d u c tib
le t e m p o r a ry dif f e re n c es c an be u t ili s e d. S u ch
a ss e ts a nd liabili t i es a re n ot r e c o g n i s ed if t he
t e m po ra ry dif f e re n ce ar i s es fr om g ood w ill or f rom
t he i nit i al r e c o g nition of o t her a ss e ts a nd li a b
ilities in a t r a n s a ct i on t h at af f e c ts n eit h er t he
t ax pr o f it n or t he a c c ou nt i ng p ro fit.
T h e c ar r y i ng a m o u nt of de fer red t ax a s s e ts is
re v i e w ed at ea ch re po r t i ng e nd d a te a nd r e du c ed
to t he e x t e nt t h at it is no l o ng er p r o ba b le t h at s
uf fic i e nt t a x a b le p r o fits will be a v ail a ble to a
llow a ll or p art of t he a ss et to be re c o v e r e d. D e f er
r ed t ax is c a l c ula t ed at t he t ax r a t es t h at are e x
p e c t ed to a p ply in t he p er i od w h en t he li a bility is
s et tled, or t he a s s et is r e alis e d. D e f er red t ax is c
h a rg ed or cr e d i t ed in the in c o me s t a t e m en t, e x c
e pt w h en it r ela t es to it e ms c h a r g ed or c r e dit ed
dir e c t ly to e qu i t y, in w h i ch c a se t he d e f er red t
ax is a l so d e a lt with in e q u it y. D e f e rr ed t ax a ss e
ts a nd li a bilities a re o f f s et w h en t he c o m pa ny has a
l e g ally en f o r c e a b le r i g ht to o f f s et cu r r e nt t
ax a s s e ts and lia b ili t i es a nd t he d e f er r ed t ax a
ss e ts a nd li a bilit i es r e l a te to t a x es l e v i ed by t
he s a me t ax a u t h or i t y
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.
2.6 Government grants
Government grants in relation to tangible fixed assets are
credited to profit and loss account over the useful lives of the
related assets, whereas those in relation to expenditure are
credited when the expenditure is charged to profit and loss.
2.7 Assets held for resale
Non-current assets are classified as held for sale when
-- They are available for immediate sale
-- Management is committed to a plan to sell
-- The asset is being marketed at a reasonable price in relation to its fair value, and
-- A sale is expected to complete within 12 months from the date of classification.
-- Non-current assets are classified as held for sale are
measured at the lower of: Their carrying amount immediately prior
to being classified as held for sale in accordance with the group's
accounting policy; and - Fair value less costs of disposal.
2.8 Borrowings
Borrowings are recognised initially as fair value net of
transactions costs incurred.
Borrowings are subsequently carried at amortised cost, any
difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the income statement over the
period of the borrowings using the effective interest method.
Fees paid on the establishment of the loan facilities are
recognised as transaction costs of the loan to the extent that it
is probable that some or all of the facility will be drawn down. In
this case, the fee is deferred until the draw down occurs. To the
extent there is no evidence that it is probable that some or all of
the facility will be drawn down, the fee is capitalised as a
prepayment for liquidity services and amortised over the period of
the facility to which it relates.
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.
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
2021 2020
GBP'000 GBP'000
Operating loss is stated after charging:
Directors Remuneration - -
Directors fees 90 84
Rent - -
Consultancy and advisory fees 68 65
Loan impairment 296 -
Audit fees 14 12
Other administrative expenses 11 26
-------- --------
Total administrative expenses 479 187
-------- --------
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
GBP90,000 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
2021 2020
GBP'000 GBP'000
Total current tax - -
Factors affecting the tax charge for
the period
Loss on ordinary activities before taxation (496) (44)
----------- -----------
Loss on ordinary activities before taxation
multiplied by standard rate of UK corporation
tax of 19% (94) (8)
Effects of:
Non-deductible expenses - -
Tax losses carried forward 94 8
-----------
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
GBP818,917 (2019: GBP465,748) available for carry forward against
future trading profits.
The tax losses have resulted in a potential deferred tax asset
at a rate of 19% (2020: 19%) of approximately GBP182,694 (2020:
GBP88,492) 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
2021 2020
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 (GBP495,801) (GBP44,058)
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 134,002,000 159,002,000
Basic loss per share (0.37p) (0.03p)
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. These were
deemed to have expired during the year.
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
2021 2020
GBP'000 GBP'000
Investment held for resale 375 -
Other receivables 7 634
Prepayments 3 3
385 637
-------- --------
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
2021 2020
GBP'000 GBP'000
Cash at bank 1 -
1 -
-------- --------
12 Trade and other payables due within 1 year
2021 2020
GBP'000 GBP'000
Bank borrowings 8 -
Trade and other payables 325 231
Accruals 402 253
735 484
-------- --------
Included in other payable is a loan of GBP296,750 from Opus
Capital Switzerland AG. The loan is unsecured, interest fee and has
no fixed repayment date.
Trade and other payables due after one year
2021 2020
GBP'000 GBP'000
Bank borrowings 42 -
42 -
-------- --------
A bank loan of GBP50,000 was received in May 2020. The loan is
unsecured, repayable over 6 years
and attracts an interest of 2.5% per annum. As at the year-end a
deferment of repayment until December 2021 was agreed with the
bank.
13 Share capital
For the year end 31 August 2021 31 August
2020
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
2021 2020
GBP'000 GBP'000
At start of year (608) (564)
Loss for the year (496) (44)
At 31 August (1,104) (608)
======== ========
15 Contingent liabilities
The Company has no contingent liabilities in respect of legal
claims arising from the ordinary course of business.
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END
FR UAARRASUUOAA
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