TIDMPPHP
RNS Number : 5218N
Papillon Holdings PLC
25 September 2019
Papillon Holdings plc / Index: LSE / Epic: PPHP / Sector:
Investment
25 September 2019
Papillon Holdings Plc
('Papillon' or the 'Company')
Half yearly report for the period ended 30 June 2019
Chairman's Report
Papillon Holdings PLC ("the Company") is an investment company
incorporated on 19 October 2015, with the original primary
objective of undertaking a single acquisition of a target company,
business or asset in the industrial or service sector.
In our interim report published last year we reported that, on
18 May 2018, 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, Pace Cloud
Limited, trading as CarCloudÒ.
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 app has been launched, is being marketed "live" and
beta tested, and can be searched and downloaded in App stores under
the name, "CarCloud". The service had not yet been launched
nationally but the KPIs continue to be very promising and Car Cloud
has negotiated some potentially lucrative contracts with various
service provider suppliers and is in the process of negotiating
other contracts to provide the ultimate "total ownership" motor
vehicle app on the market dealing with every aspect of owning a car
from purchase to sale, from finance to insurance; and including
roadside recovery, MOT, service and all other vehicle
requirements.
The transaction is progressing well, and we have executed a
Share Purchase Agreement to acquire a 50% interest in Pace Cloud
Limited. Additionally, Papillon has raised a further GBP300,000
during the period which together with the previous GBP200,000,
Papillon has now issued GBP500,000 of convertible loan notes ('Loan
Notes') during the past twelve months. 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 continue to finance the
costs of developing the CarCloud App and business together with the
expenses of Papillon Holdings PLC. The directors continue to
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 and the directors continue to
investigate routes to enhancing the offering, the valuation and the
route to market of CarCloud which are progressing well.
The investment proposes to break new ground in the market in
which it operates, and the business model is a completely new
solution in the way that individuals own and protect their
vehicles, as described above it is a complete ownership solution
from purchase and finance, through maintenance and on to the
ultimate sale of a vehicle.
The Company has submitted a full information memorandum to the
UK Listing Authority ('UKLA'), which the directors anticipate will
be published in the near future in order that the placing and
re-admission of the shares of your company to trading on the
standard segment of the LSE may take place. The Investment is
subject, inter alia, to the completion of due diligence,
documentation and compliance with all regulatory requirements.
I would personally like to thank our shareholders again for
their patience during this process and the extended time in which
the shares of your company have been suspended from trading 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 2019 to 30 June 2019, the
Company's results included the ongoing running costs of the Company
including listing fees on the London Stock Exchange and other
advisory costs.
Risks and uncertainties
The Company is a relatively new entity, with only a brief
operating history, and therefore, investors have no basis on which
to evaluate the Company's ability to achieve its objective of
identifying, acquiring and operating one or more companies or
businesses.
Whilst the company has executed a Share Purchase Agreement to
acquire a 50% interest in Pace Cloud Limited, the directors are
unable to offer assurance that the relisting of Papillon Holdings
PLC will complete and /or that we will be able to raise the
necessary funds vi a placing upon re-listing to enable Car Cloud to
fulfil its short term plans.
Going Concern
As stated in Note 1 to the condensed financial statements, the
directors are satisfied that the Company has sufficient resources
to continue in operation for the foreseeable future, a period of
not less than 12 months from the date of this report. Accordingly,
they continue to adopt the going concern basis in preparing the
condensed financial statements.
Post Balance Sheet Events
On 15 August 2019 the board was pleased to announce that it has
appointed Lord Nicholas Monson to the Board of Directors (the
'Board') as Non-Executive Chairman to the Company. Additionally,
Papillon is pleased to announce that Mr. Anthony Eastman has been
appointed to the Board as a Non-Executive Director.
Lord Monson has 35 years of experience in the City where has
advised financial houses and quoted companies in different sectors
on investor relations. Most recently he has served as a director of
AIM-listed Legendary Investments and continues to serve the company
under its new name, Eight Peaks Group plc.
Mr. Eastman is a Chartered Accountant (Australian qualified)
with a number of years' experience in financial management and
corporate advisory services, primarily in the natural resources
sector, along with extensive experience in the public company
environment, having been a director and company secretary of a
number of ASX and AIM junior mining and oil and gas focused
companies. He has previously worked with Ernst & Young and
CalEnergy Gas Ltd, a subsidiary of the Berkshire Hathaway Group of
Companies in both Australia and the UK.
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
25 September 2019
PAPILLON HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
Period ended Period ended Year ended
30 June 30 June 31 December
2019 2018 2018
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Continuing operations -
Administrative expenses (154) (151) (369)
Finance costs (42) (23)
Listing costs (17) (10) (12)
Other income: interest
received 15 - 7
-------------- -------------- --------------
Loss before taxation (198) (161) (397)
Taxation - - -
-------------- -------------- --------------
Loss for the period (198) (161) (397)
Loss per share - basic
and diluted (pence) (0.150p) (0.122p) (0.299p)
-------------- -------------- --------------
PAPILLON HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share premium Loan Note Retained Total
Capital Equity earnings
GBP ('000) Reserve
GBP ('000) GBP ('000) GBP ('000) GBP ('000)
Equity at 31 December
2017 132 602 (564) 170
Loss for the Period (161) (161)
------------ ------------ ------------ ------------ ------------
Equity at 30 June
2018 132 602 - (725) 9
Loss for period (236) (236)
Equity element of
10% convertible loan
notes 6 6
------------ ------------ ------------ ------------ ------------
Equity at 31 December
2018 132 602 - (961) (221)
Loss for period (198) (198)
Equity element of
10% convertible loan
notes 7 7
------------ ------------ ------------ ------------ ------------
Equity at 30 June
2019 132 602 13 (1,159) (412)
PAPILLON HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
As at As at As at
30 June 30 June 31 December
2019 2018 2018
GBP ('000) GBP ('000) GBP ('000)
Notes (unaudited) (unaudited) (audited)
Assets
Current assets
Prepayments & other receivables
3 407 109 169
Cash and cash equivalents 3 8 31
-------------- -------------- --------------
Total Assets 410 117 200
Equity and Liabilities
Share capital 132 132 132
Share premium 602 602 602
Loan Note reserve 13 - 6
Retained earnings (1,159) (725) (961)
-------------- -------------- --------------
Total Equity (412) 9 (221)
Current Liabilities
Trade and other payables 335 108 227
Convertible loan notes 487 194
-------------- -------------- --------------
Total Liabilities 822 108 421
-------------- -------------- --------------
Total Equity and Liabilities 410 117 200
PAPILLON HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
Period ended Period ended Year ended
30 June 30 June 31 December
2019 2018 2018
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Cash flows from operating
activities
Operating loss (198) (161) (397)
(Increase)/decrease in
trade and other receivables (238) 15 (45)
Increase/decrease in trade
and other payables 108 65 204
-------------- -------------- --------------
Net cash flows from operating
activities (328) (61) (238)
Net cash flows from financing
activities
Issue of 10% Convertible
Loan Notes 300 - 200
-------------- -------------- --------------
Net increase in cash and
cash equivalents (28) (61) (38)
Cash and cash equivalents
at the beginning of the
period 31 69 69
-------------- -------------- --------------
Cash and cash equivalents
at the end of the period 3 8 31
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 XX September 2019.
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.
The accounting policies applied by the Company in these
unaudited condensed interim financial statements are the same as
those applied by the Company in its audited financial statements
for the period ended 31 December 2018 except as detailed below.
These condensed interim financial statements for the six months
ended 30 June 2019 and 30 June 2018 have been prepared in
accordance with International Accounting Standard No. 34, 'Interim
Financial Reporting', are unaudited and do not constitute full
accounts. The comparative figures for the period ended 31 December
2018 are extracted from the 2018 audited financial statements. The
independent auditor's report on the 2018 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. Prepayments and other receivables
Period ended Period ended Year ended
30 June 30 June 31 December
2019 2018 2018
GBP('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Prepayments and other
receivables 59 109 35
Other receivables
-
Pace Cloud Limited 348 - 134
-------------- -------------- --------------
407 109 169
-------------- -------------- --------------
4. 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
2019 2018 2018
GBP GBP GBP
(unaudited) (unaudited) (audited)
Loss for the period (198,460) (161,917) (396,749)
Weighted average number
of
shares - basic and
diluted 132,400,000 132,400,000 132,400,000
Basic earnings per
share (0.150p) (0.122p) (0.299p)
-------------- -------------- --------------
Diluted earnings per
share (0.150p) (0.122p) (0.299p)
-------------- -------------- --------------
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.
5. Share Capital
As at 30 As at 30 As at 31
June June December
2019 2018 2018
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
132,400,000 Ordinary
shares of GBP0.001
each (132) (132) (132)
-------------- -------------- --------------
6. Convertible loan notes
On 26 October 2018 the Company issued GBP100,000 convertible
loan notes, repayable on 25 October 2019 if not converted into
shares prior to that date, and bearing interest at 10% p.a, payable
quarterly in arrears. On 28 November 2018 the Company also issued
GBP100,000 convertible loan notes, repayable on 27 November 2019 if
not converted into shares prior to that date, and bearing interest
at 10% p.a, payable quarterly in arrears. On 16(th) May 2019 the
Company also issued GBP300,000 convertible loan notes, repayable on
15(th) May 2020 if not converted into shares prior to that date,
and bearing interest at 10% p.a, payable quarterly in arrears.
The net proceeds from the three separate issues of the loan
notes have been split between the liability element and an equity
component, representing the fair value of the embedded option to
convert the liability into equity of the Company.
The Directors estimate the fair value of the liability component
of the loan notes at 30 June 2019 to be approximately GBP486,905.
This fair value has been calculated by discounting the future cash
flows at the deemed market rate of 12%.
7. 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 USOVRKOAKUAR
(END) Dow Jones Newswires
September 25, 2019 02:00 ET (06:00 GMT)
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