TIDMBERM
RNS Number : 8182H
Bermele PLC
07 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES
OR IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF
AMERICA OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
For Immediate Release 7 December 2020
Bermele plc
("Bermele" or the "Company")
Unaudited interim results for the six months ended 31 July
2020
Bermele plc announces its unaudited interim results for the six
months ended 31 July 2020. A pdf version of these results will be
available for download from the Document Center on the Company's
website (www.bermele.com).
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
Enquiries:
Bermele Plc +44 (0) 20 3475 9760
Toby Hayward info@bermele.com
Novum Securities Limited
Colin Rowbury +44 (0) 20 7399 9400
BERMELE PLC
Interim Management Report
For the Period 1 February 2020 to 31 July 2020
Overview
This has been an exciting 6 months for the Company, which, on 20
July 2020 announced it had signed Heads of Terms to acquire the
entire issued share capital of East Imperial Pte. Ltd (the "Reverse
Takeover"). The trading in the Company's shares and its Listing on
the London Stock Exchange is currently suspended, until such time
as the Reverse Takeover is completed or has been terminated.
The Company incurred a loss for the period ended 31 July 2020 of
GBP210,818. The loss for the period results from the on-going
administrative expenses of GBP210,818 reflecting the payroll, cost
of being listed and the pursuit and expenses relating to the
Reverse Takeover.
The Board continues to prudently manage its cash resources and
has minimised ongoing operating costs in light of the Reverse
Takeover.
Cash Flow and Net Debt
The company's cash balance as at 31 July 2020 was GBP233,738 and
it had no debt as at 31 July 2020. In November 2020, the Company
raised GBP100,000 through a Convertible Loan.
Dividends
The directors have not declared an interim dividend for the six
months ended 31 July 2020.
Current Trading and Outlook
The Company is in the process of acquiring the entire issued
share capital of East Imperial Pte. Ltd. The acquisition and
balance of associated costs will be payable through the issuance of
new ordinary shares. The transaction with East Imperial is
progressing well and the directors believe the outlook is
positive.
Risk and uncertainties
The economic environment has changed materially during the six
month period following the onset of the global COVID-19 pandemic.
The rapid development and fluidity of the COVID-19 virus make it
difficult to predict its financial impact, but it may impact the
Company's ability to raise further capital.
Completion of the Reverse Takeover will require further funding
from new or existing shareholders.
Statement of directors' responsibilities in respect of the
interim results
The Directors; being Toby Hayward; Derek Ward; Dr Sue Thompson
and Anthony Reeves (all Non-Executive) confirm that the set of
interim financial statements has been prepared in accordance with
international Accounting Standard 34 "interim financial reporting",
as adopted by the European Union and that interim report includes a
fair review of the information required by DTR 4.2.7R and DTR
4.2.8R, namely an indication of important events that have occurred
during the first six months the financial year; and material
related party transactions in the first six months and any material
changes in the related party transactions described in the last
annual report.
BERMELE PLC
Condensed Statement of Comprehensive Income (Unaudited)
For the Period 1 February 2020 to 31 July 2020
6 Month Period 6 Month
to 31 July Period to
2020 31 July
2019
(Unaudited) (Unaudited)
Notes GBP GBP
Administrative expenses (210,818) (292,384)
OPERATING LOSS (210,818) (292,384)
Interest payment - -
LOSS AND TOTAL COMPREHENSIVE LOSS
FOR THE FINANCIAL PERIOD (210,818) (292,384)
============== ============
The notes on Page 7 form part of these Financial
Statements
Basic and diluted earnings per share
Basic and diluted (pence per share) 3 (0.19) (0.46)
============== ============
BERMELE PLC
Condensed Statement of Financial Position (Unaudited)
As at 31 July 2020
As at 31 July As at 31 Jan 2020
2020
(Unaudited) (Audited)
Notes GBP GBP GBP GBP
CURRENT ASSETS
Cash at bank and in hand 4 223,738 681,820
Debtors 5 254,759 13,976
478,497 695,796
Creditors: Amounts Falling
Due Within One Year 6 (28,149) (617)
NET CURRENT ASSETS (LIABILITIES) 450,348 695,179
TOTAL ASSETS LESS CURRENT
LIABILITIES 450,348 695,179
NET ASSETS 450,348 695,179
========= =========
CAPITAL AND RESERVES
Called Up share Capital 7 222,000 200,000
Share Premium 1,098,000 900,000
Share Option Reserve 92,160 -
Profit and Loss Account (961,812) (404,821)
SHAREHOLDERS' FUNDS 450,348 695,179
========= =========
BERMELE PLC
Condensed Statement of Changes in Equity (Unaudited)
For the Period 1 February 2020 to 31 July 2020
Share Share Share Based Accumulated Total Equity
Capital Premium Payment Losses
GBP GBP GBP GBP GBP
As at 31
January 2019 100,001 - - (112,437) (12,436)
Comprehensive
income
Loss for the
period - - - (292,384) (292,384)
------------- ------------- ------------ ------------ -------------
Transactions
with owners
Issue of
ordinary
shares 99,999 900,000 - - 999,999
Share based - - - - -
payment
expense
As at 31 July
2019 200,000 900,000 - (404,821) 659,179
============= ============= ============ ============ =============
As at 31
January 2020 200,000 900,000 92,160 (750,994) (441,166)
Comprehensive
income
Loss for the
period - - - (210,818) (638,557)
------------- ------------- ------------ ------------ -------------
Transactions
with owners
Issue of
ordinary
shares 22,000 198,000 - - 1,320,000
Share based - - - - -
payment
expense
As at 31 July
2020 222,000 1,098,000 92,160 (961,812) 450,348
============= ============= ============ ============ =============
BERMELE PLC
Condensed Statement of Cash Flow Forecast (Unaudited)
For the Period 1 February 2020 to 31 July 2020
The financial statement of cash flows of the Company for the period from 1 February 2020 -
31 July 2020 is as follows:
Period ended Period ended
31 July 31 July
2020 2019
(Unaudited) (Unaudited)
GBP GBP
Cash flows from operations
------------- -------------
Loss for the period (210,818) (292,384)
------------- -------------
Decrease in trade payables (37,176) (21,984)
------------- -------------
Decrease in Receivables (239,255) (12,639)
------------- -------------
Cash flows from financing activities (487,250) (327,007)
------------- -------------
Proceeds from issue of share capital/Ordinary
Shares to be issued 220,000 999,999
------------- -------------
Net cash flow in the period 267,250 672,992
------------- -------------
Cash and cash equivalents at the beginning
of the period 490,988 8,828
------------- -------------
Cash and cash equivalents at the end of the
period 223,738 681,820
------------- -------------
BERMELE PLC
Notes to the Condensed Interim Financial Statements
For the Period 1 February 2020 to 31 July 2020
1. Accounting Policies
1.1. Basis of Preparation of Interim Financial Statements
The condensed financial statements have been prepared in
accordance with IAS 34 "Half Year Financial Reporting" as adopted
by the European Union and the Disclosure and Transparency Rules of
the Financial Conduct Authority. These condensed financial
statements do not comprise statutory accounts within the meaning of
section 434 of the Companies Act 2006, do not include all the notes
of the type normally included in an annual financial report and
have not been audited or reviewed by the auditors pursuant to the
Financial Reporting Council guidance on Review of Interim Financial
Information. Accordingly, this report should be read in conjunction
with the annual report for the year ended 31 December 2019 (the
"Annual Financial Statements"), which has been prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS"). The Annual Financial
Statements constitute statutory accounts as defined in section 434
of the Companies Act 2006 and a copy these statutory accounts has
been delivered to the Registrar of Companies. The auditor's report
on those statutory accounts was unqualified, drew attention to a
material uncertainty in relation to going concern by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of
the Companies Act 2006.
The accounting policies adopted in the preparation of the
condensed financial statements are consistent with those used to
prepare the financial statements for the year ended 31 December
2019 and those applicable for the year ended 31 December 2020. The
preparation of the condensed financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates. In preparing these
condensed financial statements, the significant judgements made by
management in applying the accounting policies and the key sources
of estimation uncertainty were the same as those that applied to
the Annual Financial Statements described above. The condensed
financial statements have been prepared on a going concern basis,
under the historical cost convention.
2. Going Concern
The Company had cash of GBP223,738 as at 31 July 2020 and
ongoing operational costs of circa GBP200,000 per annum. On this
basis, the Board considers the company to have sufficient resources
to remain in operational existence for the foreseeable future,
however, completion of the Reverse Takeover will require further
funding from new or existing shareholders.
3. Loss per share - basic and diluted
The loss per share has been calculated using the loss for the
period after tax attribution to the equity holders of the company,
by the weighted average number of ordinary shares entitled to
dividend rights which were outstanding during the period, as
follows:
6 Months Period to 31 July 2020 6 Months Period to 31 July 2019
GBP GBP
Loss for period attributable to equity
holders of the Company (210,818) (292,384)
Weighted average number of ordinary shares 108,394,521 63,561,644
-------------------------------- --------------------------------
Loss per share (0.19) (0.46)
================================ ================================
4. Cash and cash equivalents
As at 31 July 2020 As at 31 Jan 20120
GBP GBP
Cash at bank 223,738 681,820
------------------- -------------------
223,738 681,820
============== =================== ===================
All bank balances are denominated in pounds sterling. The
Directors consider that the carrying value of cash and cash
equivalents represents their fair value.
BERMELE PLC
Notes to the Condensed Interim Financial Statements
For the Period 1 February 2020 to 31 July 2020
5. Debtors
As at 31 As at 31
July 2020 Jan 2020
GBP GBP
Due within one year
Prepayments and accrued income 3,398 13,976
Convertible Loan- East Imperial Ltd 250,000 -
VAT 13,976 -
254,759 13,976
The Company entered into an agreement in July 2020 to subscribe
for 250,000 Secured Convertible Loan Notes 2020 of GBP1 each with
East Imperial (the "Loan Notes"). Under the terms of the Loan
Notes, Bermele has the right to convert the Loan Notes into shares
in East Imperial at a 40% discount to the price of a change of
control event, such as the proposed Acquisition.
In the event that the Acquisition does not proceed, the Loan
Notes are repayable at Bermele's election after 12 months, with an
accrued interest rate of 5% per annum. The Loan Notes are secured
against the assets of East Imperial.
6. Creditors: Amounts Falling Due Within One Year
As at 31 As at 31
July 2020 Jan 2020
GBP GBP
Trade creditors 10,149 617
Accruals 18,000 -
28,149 617
7. Share Capital
GBP
As at 31 January 2020 1,100,000
Issue of Capital 220,000 __________
As at 31 July 2020 1,320,000
__________
The Company was incorporated on 20 September 2017. On incorporation, 10,000,000 Ordinary Shares
were issued at the par value of GBP0.001 each.
On 25 July 2018, the Company issued a further 90,000,000 Ordinary Shares at a par value of
GBP0.001 each at GBP0.001 per share
On 9 May 2019, the Company issued a further 100,000,000 Ordinary Shares at GBP0.01 per share.
On 19 February 2020, the Company issued a further 22,000,000 Ordinary Shares at GBP0.01 per
share..
8. Interim Statement
This interim financial statement will be available on the
Company's investor relations website at www.bermele.com
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END
IR KZMGZKNDGGZM
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December 07, 2020 10:59 ET (15:59 GMT)
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