TIDMTRA
RNS Number : 1355U
Tertre Rouge Assets PLC
21 November 2023
Tertre Rouge Assets PLC
(Company registered in England and Wales with company no.
13025749)
Interim Condensed Financial Statements for the
six-month period ended 30 September 2023
Contents
Page
Company Information 3
Interim Management Report 4
Statement of Directors' Responsibilities 5
Condensed Statement of Comprehensive Income 6
Condensed Statement of Financial Position 7
Condensed Statement of Changes in Equity 8
Condensed Statement of Cash Flows 9
Notes to the Condensed Financial Statements 10
TERTRE ROUGE ASSETS PLC
Company Information
Directors S Schapera
A Ahrlé
M Häkkinen
D Coulthard MBE
A McNish
Secretary S Holden
Company number 13025749
Registered office 48 Chancery Lane
c/o Keystone Law
London WC2A 1JF
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Interim Management Report
Dear Shareholders
Tertre Rouge Assets PLC (the "Company") was formed to undertake
an acquisition of a target company or business or asset(s) that are
in or otherwise focused on or ancillary to the collectible
automobile sector. This could include physical automobile assets
and/or companies, businesses or assets with technology and/or
services relevant to the collectible automobile sector.
The Company's shares were admitted to trading on the standard
list of the London Stock Exchange's main market on 13 July 2022
("Admission"). Even though the Company has only been publicly
quoted for a relatively short period of time, the board of
directors of the Company ("Board" or "Directors", as the context
requires) has been active in executing the Company's objectives as
outlined in the prospectus published in connection with
Admission.
The Company's determinations in identifying a prospective target
company or business or asset(s) in the collectible automobile
sector has not been limited to a particular geographic region
except that it has avoided countries with significant geopolitical
or economic risks.
Since Admission, the Company has been actively seeking suitable
acquisition opportunities. We have reviewed several opportunities
spanning businesses operating in the collectible motorcar sector,
as well as physical assets of investment-grade collectible
motorcars. Our review has confirmed the Board's belief that this
sector is a robust preserver of value.
Importantly, the Company is now in an enviable position to
exploit certain of the opportunities which it has assessed for the
benefit of its shareholders. Consequently , on 27 July 2023, the
Company announced that it had agreed heads of terms relating to
certain proposed asset and share purchase acquisitions (as outlined
in Note 7 below) (together, the "Acquisitions"). This resulted in
the Company requesting that its shares be suspended from 27 July
2023, pending the completion of the Acquisitions.
The Acquisitions meet our stated objective to become a global
player in the collectible automobile sector and generate an
attractive rate of return for our shareholders. A tremendous amount
of work has been expended to identify the high-quality portfolio of
targets comprised within the Acquisitions and we look forward to
completing this transformative transaction and our shares being
readmitted to trading as soon as possible.
Whilst the due diligence process and transactional phase for
each of the Acquisitions is progressing well, as explained in our
announcement of 9 November 2023, there can be no guarantee that
either the due diligence will not identity material previously
undisclosed liabilities which results in the Company deciding not
to proceed to completion or that the Company can raise the required
level of funding to be able to successfully complete them.
I look forward to communicating with you further as events
unfold.
Steven Schapera
Non-Executive Chairman
21 November 2023
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Statement of Directors' Responsibilities
The Directors are responsible for preparing the interim
management report in accordance with applicable law and
regulations. The Directors confirm the interim condensed financial
information has been prepared in accordance with International
Accounting Standard 34 ('Interim Financial Reporting') as endorsed
for use in the United Kingdom.
The interim management report includes a fair review of the
information required by the Disclosure Guidance and Transparency
Rules paragraphs 4.2.7 R and 4.2.8 R, namely:
- the interim condensed financial statements, which have been
prepared in accordance with applicable accounting standards, give a
true and fair view of the assets, liabilities, financial position,
and profit or loss of the issuer as required by DTR 4.2.4R;
- an indication of important events that have occurred during
the six months ended 30 September 2023 and their impact on the
condensed set of financial information, and a description of the
principal risks and uncertainties facing our business for the
remaining six months of the financial year; and
- material related-party transactions during the six months
ended 30 September 2023 and any material changes in any
related-party transactions described in the Company's prospectus
dated 27 June 2022.
The Directors are listed in the interim condensed financial
statements.
The Directors are responsible for the maintenance and integrity
of, amongst other things, the financial and corporate governance
information pertaining to the Company.
The interim condensed financial statements have been prepared on
a going concern basis.
The interim report was approved by the Board and authorised for
issue on 21 November 2023 and signed on its behalf by:
André Ahrlé
Chief Executive Officer
21 November 2023
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Condensed Statement of Comprehensive Income
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
Notes GBP GBP GBP
CONTINUING OPERATIONS
Revenue - - -
Administrative Expenses (573,186) (235,527) (604,934)
Finance costs - - (31)
Finance Income 13,876 624 14,210
________ ________ ________
LOSS BEFORE INCOME TAX (559,310) (234,903) (590,755)
Income tax - - -
LOSS FOR THE PERIOD (559,310) (234,903) (590.755)
OTHER COMPREHENSIVE INCOME - - -
TOTAL COMPREHENSIVE LOSS (559,310) (234,903) (590,755)
FOR THE PERIOD
Deficit per share expressed 2 (10.97) (4.6) (11.58)
in pence per share:
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Condensed Statement of Financial Position
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
Notes GBP GBP GBP
ASSETS
CURRENT ASSETS
Cash and cash equivalents 404,086 1,012,793 811,254
Prepayments 3 3,000 2,218 63,132
407,086 1,015,011 874,386
TOTAL ASSETS 407,086 1,015,011 874,386
EQUITY
SHAREHOLDERS EQUITY
Called up share capital 5 204,000 204,000 204,000
Share premium 6 1,076,400 907,631 1,076,400
Warrants Reserve - 67,860 -
Retained deficit (1,150,065) (234,903) (590,755)
TOTAL EQUITY 130,335 944,588 689,645
LIABILITIES
CURRENT LIABILITIES
Other payables 4 276,751 70,423 184,741
TOTAL LIABILITIES 276,751 70,423 184,741
TOTAL EQUITY AND LIABILITIES 407,086 1,015,011 874,386
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Condensed Statement of Changes in Equity
Share Share Warrants Retained Total
Capital premium reserve deficit equity
Notes GBP GBP GBP GBP GBP
At 31 March 2022 204,000 1,076,400 - - 1,280,400
(unaudited)
Costs of share
issue - (100,909) - - (100,909)
Issue of warrants - (67,860) 67,860 - -
Deficit for 6
months - - - (234,903) (234,903)
_______ ________ ________ ________ ________
At 30 September
2022 204,000 907,631 67,860 (234,903) 944,588
(unaudited)
Reversal - 100,909 - (100,909) -
Reversal - 67,860 (67,860) - -
Deficit for 6
months - - - (254,943) (254,943)
_______ ________ ________ ________ ________
At 31 March 2023 204,000 1,076,400 - (590,755) 689,645
(audited)
Deficit for 6
months - - - (559,310) (559,310)
_______ ________ ________ __________ ________
At 30 September
2023 204,000 1,076,400 - (1,150,065) 130,335
(unaudited) _______ ________ ________ __________ ________
Interim Condensed Financial Statements
For the six-month period ended 30 September 2023
Statement of Cash Flows
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
Notes GBP GBP GBP
Cash flows from operating activities
Cash generated from operations 1 (421,044) (157,831) (372,925)
Interest paid - - (31)
Net cash from operating activities (421,044) (157,831) (372,956)
Cash flows from investing activities
Interest received 13,876 624 14,210
Net cash from investing activities 13,876 624 14,210
(Decrease)/Increase in cash and
cash equivalents (407,168) (157,207) (358,746)
Cash and cash equivalents at start
of period 811,254 1,170,000 1,170,000
Cash and cash equivalents at end
of period 404,086 1,012,793 811,254
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
GBP GBP GBP
Loss before income tax (559,310) (234,903) (590,755)
Finance costs - - 31
Finance Income (13,876) (624) (14,210)
Costs of share issue charged against - (100,909) -
share premium
(573,186) (336,436) (604,934)
Decrease in other receivables 60,132 108,182 47,268
Decrease in other payables 92,010 70,423 184,741
________ ________ ________
Cash generated from operations (421,044) (157,831) (372,925)
Notes to the Financial Statements
For the six-month period ended 30 September 2023
1 Notes to the interim financial statements
General information
Tertre Rouge Assets PLC (the "Company") is a public limited
company incorporated and domiciled in England and Wales. The
interim condensed financial statements are for the six months ended
30 September 2023. The address of the Company's registered office
is 48 Chancery Lane, c/o Keystone Law, London WC2A 1JF. The interim
condensed financial statements of the Company were authorised for
issue in accordance with a resolution of the Directors on 21
November 2023.
The interim condensed financial statements do not comprise
statutory accounts within the meaning of section 434 of the
Companies Act 2006 The interim condensed financial statements have
been prepared on a going concern basis.
1.1 Accounting convention
The interim financial statements are for the six months ended 30
September 2023 and have been prepared in accordance with IAS 34
'Interim Financial Reporting'. They do not include all the
information required in annual financial statements in accordance
with International Financial Reporting Standards ("IFRS"). The
financial statements have been prepared under the historical cost
convention.
1.2 Accounting policies, critical estimates, and judgements
The accounting policies and methods of computation followed in
the interim financial statements are in accordance with those
adopted for the historical financial information included in the
Company's prospectus dated 23 June 2022. The following additional
critical estimates and judgements were made in the preparation of
these interim financial statements:
Critical accounting judgements and key sources of estimation
uncertainty
In the process of applying the entity's accounting policies,
management makes estimates and assumptions that have an effect on
the amounts recognised in the financial information. Although these
estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those
estimates. The directors have exercised a critical accounting
judgement in their estimate of the extent to which the anticipated
costs of the reverse take-over should be included in these interim
financial statements and this is key source of estimation
uncertainty. There are no other critical accounting judgements or
key sources of estimation uncertainly relating to the financial
information of the Company.
Notes to the Financial Statements
For the six-month period ended 30 September 2022
__________________________________________________________________________________________
2 Loss per share
Six months Six months Year
ended ended ended
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
Number Number Number
Number of shares
Weighted average number of ordinary
shares for 5,100,000 5,100,000 5,100,000
basic loss per share
Earnings attributable to ordinary GBP(559,310) GBP(234,903) GBP(590,755)
shareholders
Per share amount pence: basic
EPS (10.97) (4.6) (11.58)
Basic EPS is calculated by dividing the loss for the period
attributable to ordinary equity holders of the Company, by the
weighted average number of ordinary shares outstanding during the
period.
Diluted EPS is calculated by dividing the loss attributable to
ordinary equity holders of the Company, by the weighted average
number of ordinary shares outstanding during the period, plus the
weighted average number of ordinary shares that would be issued on
conversion of all the dilutive potential ordinary shares into
ordinary shares.
Diluted EPS is not separately calculated as the warrants would
be anti-dilutive due to the loss.
3 Prepayments
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
GBP GBP GBP
Prepaid expenses and services 3,000 2,218 63,132
4 Other payables and accruals
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
GBP GBP GBP
Other Creditors 31,697 2,400 25,908
Accrued expenses 245,054 68,023 158,833
276,751 70,423 184,741
Notes to the Financial Statements
For the six-month period ended 30 September 2023
__________________________________________________________________________________________
5 Share Capital
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
GBP GBP GBP
5,100,000 ordinary shares of GBP0.04
each 204,000 204,000 204,000
204,000 204,000 204,000
6 Share premium account
As at As at As at
30 September 30 September 31 March
2023 2022 2023
Unaudited Unaudited Audited
GBP GBP GBP
At beginning of period 1,076,400 1,076,400 1,076,400
Share issue costs - (100,909) (100,909)
Transfer to warrant reserve - (67,860) (67,860)
Reversals - - 100,909
- - 67,860
At end of period 1,076,400 907,631 1,076,400
7 Events after reporting date
The Company announced on 27 July 2023 that it had entered
non-binding heads of terms with several parties, to acquire:
(a) 100% of the issued share capital of The Run To Group Limited
for a cash consideration of GBP4.6 million;
(b) a 1952 Ferrari Formula 2 for a cash consideration of GBP5.2 million;
(c) a 1963 Jaguar E-Type Lightweight for a cash consideration
amount of $US7.5 million (approximately GBP6.1 million at the date
of hereof);
(d) a 1971 Formula One Ferrari for a cash consideration of
EUR10.6 million (approximately GBP9.2 million at the date
hereof);
(e) a 1969 Lamborghini Miura P400 SV for a cash consideration of
EUR3.25 million (approximately GBP2.8 million at the date
hereof);
(f) a 1962 Ferrari 250 GT for a cash consideration of US$8
million (approximately GBP6.5 million at the date hereof); and
(g) a 1958 Mercedes-Benz 300 SL Roadster for a cash
consideration of EUR1.5 million (approximately GBP1.3 million at
the date hereof),
((b) through (g) together, the "Cars"),
subject to legal, financial and other due diligence and entry
into, in the case of The Run To Group Limited, a legally binding
share purchase agreement and, in the case of the Cars, several
legally binding asset purchase agreements.
As further announced on 9 November 2023, the Company has
subsequently entered into purchase agreements with the relevant
vendors for the Cars (other than the Car listed in (e) above).
Completion of each purchase agreement, and the acquisition of the
Cars in accordance with the respective terms of each agreement, is
conditional on the readmission of the Company's enlarged issued
share capital to trading on the London Stock Exchange's Main Market
for listed securities ("Readmission"). The acquisition of the Cars
is not interdependent.
As no binding agreements have yet been reached, either in
relation to The Run To Group Limited or the Car listed in (e)
above, and given that each acquisition is or will be conditional on
Readmission, and the fundraising to be completed concurrent
therewith (as set out in the announcement dated 27 July 2023), the
Company cannot guarantee that the proposed acquisitions (or any
part of them) will complete.
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END
IR FIFETLELLFIV
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