TIDMPPHP
RNS Number : 2945L
Papillon Holdings PLC
21 December 2018
Papillon Holdings plc / Index: LSE / Epic: PPHP / Sector:
Investment
21 December 2018
Papillon Holdings Plc ('Papillon' or 'the Company')
Interim Management Report
Half Yearly Report for the Period Ended 30 June 2018
Chairman's Report
Papillon Holdings PLC ("the Company") is an investment company
with the original primary objective of undertaking a single
acquisition of a target company, business or asset in the
industrial or service sector.
In the annual report and accounts I announced that the
transaction to acquire Phestor had been subject to delays beyond
the directors' control and that the directors were monitoring the
transaction closely. The principal of Phestor had attempted a
number of times to change the terms of the reverse takeover of
Phestor Limited, and associated companies, considerably in his
favour, to the extent that the terms became unacceptable to the
directors as they were no longer in the shareholders interest. We
sent a rebuttal of the last attempt to alter the terms, but the
lines of communication went silent. Ultimately it was clear that
Phestor was no longer engaged with the transaction and therefore we
had no alternative but to terminate the proposed reverse takeover.
However, we had been in discussions during this process with the
principals of Car Cloud and the directors decided that the proposed
investment in Car Cloud would be a more than adequate replacement
for Phestor. Accordingly, on 18 May 2018, the directors announced
they had terminated their discussions with Phestor Limited and that
we had reached agreement via a non-binding head of terms to make an
investment in 50% of the issued share capital of a fintech company
focussed on the used car market, being Car Cloud Limited.
Car Cloud has developed innovative technology that bridges the
gap between private and retail vehicle sales and delivers
consistently high values for the user. It has an aggressive growth
strategy, utilising its unique technology to expand its offering to
an, as yet, underexploited area of the private car sale market;
currently +200,000 private cars are sold and brought every month in
the UK.
The transaction is progressing, and we announced today that we
have executed a Share Purchase Agreement to acquire a 50% interest
in Pace Cloud Limited. Additionally, Papillon is raising up to
GBP500k via the issue of convertible loan notes ('Loan Notes'),
which will be drawn down as required by the Company; to date,
GBP200k has been received. The Loan Notes carry an interest coupon
of 10 per cent pa over their minimum term of 12 months, with a
conversion price of 1.25 pence per new Papillon ordinary share. The
proceeds from the issue of the Loan Notes will be used, in
conjunction with existing resources, to finance the costs initially
incurred in connection with Pace Cloud Limited. The directors
believe that the investment in Car Cloud has enormous potential in
a very large market and that the proposed investment should add
significant shareholder value. The investment proposes to break new
ground in the market in which it operates, and the business model
is a complete "game changer" in the way that individuals own their
cars; it is a complete ownership solution from purchase to ultimate
sale of a vehicle. The Company has submitted a full information
memorandum to the UK Listing Authority ('UKLA'), which will be
published in due course contemporaneously to the anticipated return
to trading of the shares.
The Investment is subject, inter alia, to the completion of due
diligence, documentation and compliance with all regulatory
requirements. The Investment constitutes a fundamental change in
the business of the issuer and therefore a full information
memorandum will be published in due course contemporaneously to the
anticipated return to trading of the shares.
I would personally like to thank our shareholders again for
their patience during the failed acquisition of Phestor and we look
forward to a successful future post the completion of our
investment in Car Cloud.
Results for the period
For the period from 1 January 2018 to 30 June 2018, the
Company's results included the ongoing running costs of the Company
including abort fees for Phestor and other advisory costs.
Risks and uncertainties
The Company has 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.
Whilst the company has recently announced that it is seeking to
make an investment in Car Cloud Limited, the directors are unable
to offer assurance that this acquisition will complete.
Going Concern
As stated in Note 2 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.
James Longley
Chairman
21 December 2018
For further information please contact the following:
Charles Tatnall Papillon Holdings ctatnall@btinternet.com
plc 07930 445 691
Isabel de Salis / St Brides Partners info@stbridespartners.co.uk
Cosima Akerman Limited +44 (0) 20 7236 1177
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014
(MAR).
PAPILLON HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
Period ended Period ended Year ended
30 June 30 June 31 December
2018 2017 2017
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Continuing operations
- - 300
Revenue -------------- -------------- --------------
Gross profit - - 300
Administrative expenses (151) (148) (414)
Listing costs (10) (39) (47)
-------------- -------------- --------------
Loss before taxation (161) (187) (161)
Taxation - - -
-------------- -------------- --------------
Loss for the period (161) (187) (161)
Loss per share - basic
and diluted (pence) (0.122p) (0.141p) (0.122p)
-------------- -------------- --------------
PAPILLON HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share premium Retained Total
Capital GBP ('000) earnings GBP ('000)
GBP ('000) GBP ('000)
Equity at 30 June 2017 132 602 (590) 144
Gain for the Period - - 26 26
------------ ------------ ------------ ------------
Equity at 31 December
2017 132 602 (564) 170
Loss for the Period - - (161) (161)
------------ ------------ ------------ ------------
Equity at 30 June 2018 132 602 (725) 9
PAPILLON HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
As at As at As at
30 June 30 June 31 December
2018 2017 2017
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Prepayments & other receivables 109 214 124
Cash and cash equivalents 8 9 69
-------------- -------------- --------------
Total Assets 117 223 193
Equity and Liabilities
Share capital 132 132 132
Share premium 602 602 602
Retained earnings (725) (590) (564)
-------------- -------------- --------------
Total Equity 9 144 170
Current Liabilities
Trade and other payables 108 79 23
Accruals -
-------------- -------------- --------------
Total Liabilities 108 78 23
-------------- -------------- --------------
Total Equity and Liabilities 117 223 193
PAPILLON HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
Period ended Period ended Year ended
30 June 30 June 31 December
2018 2017 2017
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Cash flows from operating
activities
Operating loss (161) (187) (161)
(Increase)/decrease in
trade and other receivables 15 54 141
Increase/decrease in trade
and other payables 85 43 (10)
-------------- -------------- --------------
Net cash flows from operating
activities (61) (90) (30)
Cash flows from financing
activities
Net proceeds from issue - - -
of share capital
-------------- -------------- --------------
Net cash flows from financing - - -
activities
-------------- -------------- --------------
Net increase in cash and
cash equivalents (61) (90) (30)
Cash and cash equivalents
at the beginning of the
period 69 99 99
-------------- -------------- --------------
Cash and cash equivalents
at the end of the period 8 9 69
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Papillon 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 and Wales on 19 October 2015
as a private limited company and re-registered on 24 June 2016 as a
public limited company.
2. Basis of preparation
This announcement was approved and authorised to issue by the
Board of directors on 21 December 2018.
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 30 June 2018 and 30 June 2017 are unaudited and do not
constitute full accounts. The comparative figures for the period
ended 31 December 2017 are extracted from the 2017 audited
financial statements. The independent auditor's report on the 2017
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 interim report can be found on the Company's
website at www.papillonholdingsplc.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.
3. 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
30 June 30 June 31 December
2018 2017 2017
GBP GBP GBP
(unaudited) (unaudited) (audited)
Loss for the period (161,917) (186,808) (160,993)
Weighted average number
of
shares - basic and
diluted 132,400,000 132,400,000 132,400,000
Basic earnings per
share (0.122p) (0.14p) (0.122p)
-------------- -------------- --------------
Diluted earnings per
share (0.122p) (0.14p) (0.122p)
-------------- -------------- --------------
The basic and diluted earnings per share are the same, since
where a loss is incurred the effect of outstanding share options
and warrants is considered anti-dilutive and is ignored for the
purpose of the loss per share calculation.
4. Share Capital
As at 30 As at 30 As at 31
June June December
2018 2017 2017
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
132,400,000 Ordinary
shares of GBP0.001
each (132) (132) (132)
-------------- -------------- --------------
5. 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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR FKDDKBBDDOBB
(END) Dow Jones Newswires
December 21, 2018 07:24 ET (12:24 GMT)
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