Fandango Holdings PLC Year End Financial Accounts

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Fandango Holdings PLC Year End Financial Accounts

Fandango (LSE:FHP)
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TIDMFHP

RNS Number : 9972W

Fandango Holdings PLC

24 April 2019

Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment

24 April 2019

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 2018.

STRATEGIC REPORT

Principal activity and fair review of the business

For the year to 31 August 2018, the Company's results include the running costs of the Company and listing fees on the London Stock Exchange standard segment.

On 19 December 2018 your company announced that it has signed a non-binding Heads of Terms agreement to acquire the entire issued share of Konnect Mobile Communications Inc. However, However Fandango is no longer in discussions with Konnect following the failure to raise the required initial funding for the Acquisition. The Company has incurred nominal costs during the due diligence process. Fandango continues to review other acquisition opportunities and will look to provide the market with updates in due course.

During the year Fandango has made loans to Stranger Holdings PLC, a company of which Charles Tatnall is a director, which attract interest at 5% per month. The loan is repayable upon the relisting of Stranger Holdings PLC. The amount of the loan outstanding at the year end was GBP141,000 and the maximum amount outstanding was GBP150,000. At the year end accrued interest amounted to GBP38,721. The current balance outstanding, at the date of this report, excluding interest is GBP108,000.

The future

The directors continue to investigate a number of opportunities for a suitable investment for the Company and looks forward to updating the market in due course.

Key performance indicators

There are no key performance indicators for this period as the company has not completed its investment activity.

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.

Going Concern

As stated in note 2 to the financial statements, the Directors and James Longley, a shareholder, have offered letters of comfort 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.

DIRECTORS' REPORT

The directors present their report and the audited financial statements for the year to 31 August 2018.

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

Directors' interests

At the date of this report the directors held the following beneficial interest in the ordinary share capital and share options 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.

Substantial Interests

The Company has been informed of the following shareholdings that represent 5% or more of the issued Ordinary Shares of the Company as at 31 December 2018:

 
 Shareholder                    Shareholding   Percentage of the 
                                                Company's Ordinary 
                                                Share Capital 
-----------------------------  -------------  -------------------- 
 JIM Nominees Limited           38,000,000     28.36% 
  Charles Tatnall                30,001,000     22.39% 
  Tim Cottier (held              27,501,000     20.52% 
   through Bolly Investments 
   Limited and Hargreaves 
   Lansdown) 
 Peel Hunt Holdings 
  Limited                       7,487,605       5.59% 
 
 

Dividends

No dividends will be distributed for the current period.

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.

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.

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. 

Post Balance Sheet Events

None.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 31 AUGUST 2018

 
 
                                             Year ended   Period ended 
                                         31 August 2018      31 August 
                                                                  2017 
                                                GBP'000        GBP'000 
                                Notes 
 
 Continuing operations 
 Investment income               16                  39 
 Listing costs                                     (51)          (123) 
 Administrative expenses          5               (278)           (77) 
 
 Loss before taxation                             (290)          (200) 
 
 Taxation                         7                   -              - 
                                       ----------------  ------------- 
 Loss and comprehensive loss 
  for the period                                  (290)          (200) 
                                       ----------------  ------------- 
 
 
 Basic loss per share             8             (0.22p)        (0.15p) 
 Diluted loss per share                         (0.19p)        (0.13p) 
 
 
 

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 2018

 
                                                       As at 31 August 
                                                       2018        2017 
 
                                          Notes     GBP'000     GBP'000 
 Assets 
 
 Current assets 
 Trade and other receivables               10           204          53 
 Cash and cash equivalents                 11            53         468 
                                                 ----------  ---------- 
 Total Assets                                           257         521 
 
 
 Equity and liabilities 
 Current liabilities 
                                                                      8 
 Trade and other payables                  12            26       ----- 
 Accruals                                                 8           - 
 
 Total Liabilities                                       34      8 8 19 
 
 
 Equity attributable to equity holders 
  of the company 
 
 Share Capital - Ordinary shares           13           134         134 
 Share Premium account                                  579         579 
 Profit and Loss Account                              (490)       (200) 
 
 Total Equity                                           223         513 
 
 Total Equity and liabilities                           257         521 
                                                 ----------  ---------- 
 
 

STATEMENT OF CASH FLOWS

FOR THE YEARED 31 AUGUST 2018

 
                                                 Year ended   Period ended 
                                                  31 August      31 August 
                                                       2018           2017 
 
                                         Notes      GBP'000        GBP'000 
 
 Cash flows from operating activities 
 Operating loss                                       (290)          (200) 
 Interest receivable                                   (39)              - 
 (Increase)/decrease in receivables                      29           (53) 
 Increase/(decrease) in payables                         26              8 
 
 Cash flow from operating activities                  (274)          (245) 
 
 Cashflows from investing activities 
 Amounts advanced to related parties                  (141)              - 
                                                      (415)          (245) 
 
 Cash flows from financing activities 
 Issue of shares                                          -            713 
 
 Net cash from/ (used in) financing 
  activities                                              -            468 
                                                 ----------  ------------- 
 
 Net increase/(decrease) in cash 
  and cash equivalents                                (415)            468 
 Cash and cash equivalents at the                       468              - 
  beginning of the period 
 
 Cash and cash equivalents at end 
  of period                                              53            468 
                                                 ----------  ------------- 
 
 Represented by: Bank balances and 
  cash                                                   53            468 
                                                 ----------  ------------- 
 
 
 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 AUGUST 2018

 
 
                        Notes   Share capital      Share   Accumulated     Total 
                                                 premium       deficit    equity 
                                      GBP'000    GBP'000       GBP'000   GBP'000 
 
 On Incorporation                           -          -             -         - 
 
 Shares issued 
  during the period        11             134        756             -       890 
 Share Issue costs                          -      (177)             -     (177) 
 Loss for the period                        -          -         (200)     (200) 
 
 As at 31 August 
  2017                                    134        579         (200)       513 
                               --------------  ---------  ------------  -------- 
 
 Loss for the year                          -          -         (290)     (290) 
 
 As at 31 August 
  2018                               134             579         (490)       223 
                               ==============  =========  ============  ======== 
 
 
 

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 2018

   1       General information 

Fandango Holdings PLC ('the company') is an investment company incorporated 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 Directors and James Longley, a shareholder, have offered letters of comfort 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.

   c)    Standards, interpretations and amendments to published standards that are not yet effective 

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial period beginning 1 September 2017 and have not been early adopted. The Directors anticipate that the adoption of these standard and the interpretations in future period will have no material impact on the financial statements of the Company.

 
 Reference   Title                   Summary                                   Application date of standard 
----------  ----------------------  ----------------------------------------  ---------------------------------------- 
 
 IFRS 2      Share Based Payments    Amendments to clarify the                 Periods beginning on or after 1 January 
                                     classification and measurement of share   2018 
                                     based transactions 
----------  ----------------------  ----------------------------------------  ---------------------------------------- 
 IFRS 3      Business Combinations   Amendments resulting from the annual      Periods beginning on or after 1 January 
                                     review cycle.                             2019 
----------  ----------------------  ----------------------------------------  ---------------------------------------- 
 IFRS 4      Insurance Contracts     Amendments regarding the interaction of   Periods beginning on or after 1 January 
                                     IFRS 4 and IFRS9                          2018 
----------  ----------------------  ----------------------------------------  ---------------------------------------- 
 IFRS 9      Financial Instruments   Amendments regarding the interaction of   Periods beginning on or after 1 January 
                                     IFRS 4 and IFRS9                          2018 
 IFRS 9      Financial Instruments   Amendments regarding prepayment           Periods beginning on or after 1 January 
                                     features with negative compensation and   2019 
                                     modifications of financial 
                                     liabilities 
 IFRS 11     Joint Arrangements      Amendments resulting from the annual      Periods beginning on or after 1 January 
                                     review cycle.                             2019 
 

Standards, interpretations and amendments to published standards that are not yet effective (continued)

 
 
 
 
 IFRS 15                  Revenue from Contracts with     Original issue                 Periods beginning on or after 
                          Customers                                                      1 January 2018 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
                                                          Amendments to defer the        Periods beginning on or after 
                                                          effective date                 1 January 2018 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
                                                          Clarifications to IFRS         Periods beginning on or after 
                                                                                         1 January 2018 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 IAS 40                   Investment Property             Amendments to clarify          Periods beginning on or after 
                                                          transfers or property to, or   1 January 2018 
                                                          from, investment property. 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 IFRS 1, IFRS 2, IAS 28   Annual improvements 2014-2016   Amendments resulting           Annual periods beginning on 
                          Cycle                                                          and after 1 January 2018 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 IFRS 16                  Leases                          Original issue                 Annual periods beginning on 
                                                                                         or after 1 January 2019 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 Amendments to IFRIC 22   Foreign Currency transactions   Amendments to clarify the      Annual periods beginning on 
                          and advance consideration       accounting for transactions    or after 1 January 2019 
                                                          that include the receipt or 
                                                          payment 
                                                          of advance consideration in 
                                                          a foreign currency. 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 IFRIC 23                 Uncertainty over income tax     Address how to reflect         Annual periods beginning on 
                          treatment                       uncertainty in accounting      or after 1 January 2019 
                                                          for income tax 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 

The Directors anticipate that the adoption of these Standards and the Interpretations in future periods will have no material impact on the financial statements of the Company. The Company does not intend to apply any of these pronouncements early.

   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.

Impairment losses for bad and doubtful debts are measured 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.

   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.

   5       Operating loss, expenses by nature and personnel 
 
                                              Year ended   Period ended 
                                               31 August      31 August 
                                                    2018           2017 
                                                 GBP'000        GBP'000 
 
 Operating loss is stated after charging: 
 Directors Remuneration                               24             10 
 Directors fees                                       66             31 
 Rent                                                 39              9 
 Consultancy and advisory fees                        61             14 
 Listing costs                                        51            123 
 Audit fees                                           10              8 
 Irrecoverable VAT                                    21              - 
 Reporting Accountants' fees                           3              - 
 Other administrative expenses                        54              5 
                                             -----------  ------------- 
 Total administrative expenses                       329            200 
                                             -----------  ------------- 
 
   6       Personnel 

The average monthly number of employees during the period was two directors.

There were no benefits, emoluments or remuneration payable during the period for key management personnel other than the GBP24,000 in salaries and GBP66,700 in fees disclosed in Note 5. The fees paid are also detailed in Note 16 as related party transactions.

   7       Taxation 
 
                                                   Year ended       Period 
                                                    31 August        ended 
                                                         2018    31 August 
                                                                      2017 
                                                      GBP'000      GBP'000 
 
 Total current tax                                          -            - 
 
 Factors affecting the tax charge for 
  the period 
 Loss on ordinary activities before 
  taxation                                              (290)        (200) 
                                                  -----------  ----------- 
 
 Loss on ordinary activities before taxation 
  multiplied by standard rate of UK corporation 
  tax of 19%                                             (55)         (38) 
 Effects of: 
 Non-deductible expenses                                    5           23 
 Tax losses carried forward                                50           15 
                                                  ----------- 
 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 GBP347,086 (2017: GBP76,561) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset of approximately GBP65,000 (2017: GBP14,000) 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 
                                                       2018           2017 
 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         (GBP290,190)   (GBP199,999) 
  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                               (0.22p)        (0.15p) 
 Diluted loss per share                             (0.19p)        (0.13p) 
 

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.

   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 
 
                               2018      2017 
                            GBP'000   GBP'000 
 
       Other receivables        179        50 
       Prepayments               25         3 
 
                                204        53 
                           --------  -------- 
 
 

Other receivables consist of an unsecured loan to a related party. Further details are provided in note 16 to the financial statements.

   11     Cash and cash equivalents 
 
                               2018      2017 
                            GBP'000   GBP'000 
 
            Cash at bank         53       468 
 
                                 53       468 
                           --------  -------- 
 
 
   12     Trade and other payables 
 
                                 2018      2017 
                              GBP'000   GBP'000 
 
            Trade Payables         26         8 
            Accruals                8      - 
                                   34         8 
                             --------  -------- 
 
 
   13           Share capital 
 
 
 For the year end                  31 August 2018   31 August 2017 
 
 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 
 
                           2018      2017 
                        GBP'000   GBP'000 
 
 At start of period       (200)         - 
 Loss for the period      (290)     (200) 
 
 At 31 August             (490)     (200) 
                       ========  ======== 
 
 
   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)   Salaries paid to Directors of GBP1,000 per month paid to each of the Directors during the year 
 
                                        2018         2017 
 
                 Charles Tatnall   GBP12,000     GBP5,000 
                 Timothy Cottier   GBP12,000     GBP5,000 
 
 

2) Consultancy fees paid to Tatbels Limited, James Longley Limited and Kinloch Corporate Finance Limited

 
                                                          2018          2017 
 
                 Tatbels Limited                     GBP51,700     GBP21,600 
                 Kinloch Corporate Finance Limited   GBP15,000      GBP9,000 
 
 
 

Tatbels Limited is controlled by Charles Tatnall.

Kinloch Corporate Finance Limited is controlled by Timothy Cottier.

   3)   There were no balances owed by the Directors or any other related parties at the year end. 

4) The loan to Stranger Holdings PLC was advanced during the accounting period and attracts interest at 5% per month and is repayable upon the relisting of Stranger Holdings PLC. The amount of the loan outstanding at the year end was GBP141,000 and the maximum amount outstanding was GBP150,000. At the year end accrued interest amounted to GBP38,721. The current balance outstanding, at the date of this report, excluding interest is GBP108,000.

   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 2018 there is no ultimate controlling party.

   19.   Events after the reporting period 

There were no post balance sheet events requiring disclosure.

S

For further information visit www.fandangoholdingsplc.com or contact the following:

 
Fandango Holdings plc 
Charles Tatnall    Fandango Holdings plc   E: ctatnall@btinternet.com 
                                            T: +44 7930 445691 
 
  Financial PR 
Isabel de Salis    St Brides Partners Ltd  E: info@stbridespartners.co.uk 
 / Cosima Akerman                           T: +44 (0) 20 7236 1177 
 

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.

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