TIDMBIH
RNS Number : 3234D
Boston International Holdings PLC
20 June 2023
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
Article 7 of EU Regulation 596/2014 (which forms part of domestic
UK law pursuant to the European Union (Withdrawal) Act 2018) ("UK
MAR"). Upon the publication of this announcement via a Regulatory
Information Service, this information is considered to be in the
public domain.
For immediate release
Annual Report and Accounts - Replacement
Boston International Holdings Plc
The Chairman's Report for the Boston International Holdings Plc
announcement released on 20 June 2023 at 7:00 under RNS No 2057D
should read " the Company reported a net loss before taxation of
0.5p per share ". The corrected announcement is reproduced in full
below.
20 June 2023
BOSTON INTERNATIONAL HOLDINGS PLC
( "BIH" or the "Company")
Annual Report and Accounts for the year ended 31 December
2022
The Company is pleased to announce its audited annual report and
accounts for the year ended 31 December 2022 (the "2022 Annual
Accounts"), extracts from which are set out below.
A copy of the 2022 Annual Accounts will be shortly uploaded onto
the Company's website at: https://www.bihplc.com/ and the National
Storage Mechanism where it will be available for viewing at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For more information, please contact:-
Boston International Holdings Plc
Christopher Pitman, Chairman +44 (0) 7768 104329
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey +44 (0) 20 7469 0930
EXRACTS FROM THE COMPANY'S 2022 ANNUAL ACCOUNTS
CHAIRMAN'S REPORT
I have pleasure in presenting the financial statements of Boston
International Holdings Plc (the "Company") for the year ended 31
December 2022.
During the financial year, the Company reported a net loss
before taxation of 0.5p per share. There was no revenue in the
period. The loss reflects the operating loss of the Company for the
period of GBP484,944. As at 31 December 2022, the Company had cash
at bank of GBP49,680.
On 7 March 2022 the Company announced that the 'Final Repayment
Date' in respect of the GBP125,714 nominal Zero Coupon Convertible
Unsecured Loan Notes 2022 issued by the Company on 12 April 2021
has been extended from 31 March 2022 to 30 September 2022. All
other terms of the Convertible Loan Notes remain unchanged from the
terms announced by the Company on issue.
On 12 April 2022 the Company announced that the terms of the
existing GBP125,714 convertible loan notes issued on 12 April 2021
and the existing GBP251,000 convertible loan notes issued on 7 July
2021 have been varied such that the final repayment date has been
extended from 30 September 2022 to 30 September 2023; and the
conversion provisions (at a price of 1 pence per ordinary share
into ordinary shares of 1 pence each in the Company) have been
amended so that they are now convertible into ordinary shares at
any time, with the written consent of the Company at any time prior
to the 'Final Repayment Date' and will now automatically be
converted at the earlier of the publication of a prospectus or the
completion of a 'reverse takeover' transaction and admission of the
Company's share capital to trading on a recognised stock
exchange.
The Company further announced that , following the variation of
the Existing Convertible Loan Notes the aggregate GBP295,714
principal of Existing Convertible Loan Notes held by Borden James,
a Director of BIH (following the transfer of GBP95,714 of such
Convertible Loan Notes to him by Boston Merchant (HK) Limited, a
company 98.04% owned by him) have been converted into 29,571,400
new ordinary shares of 1p each in the Company at a conversion price
of 1p per share, allotted and issued to Borden James.
On 22 April 2022 the Company announced the placing of 18,703,307
new ordinary shares at price of 1 pence per share to raise
GBP187,033. As part of the Placing, Borden James, a Director of the
Company, instructed the Company to allot and issue the 29,571,400
Ordinary Shares allotted and issued to him. These 29,571,400 shares
were immediately placed in the market and the GBP147,857 proceeds
received by Mr James have simultaneously been reinvested back into
the Company, via the issue to Mr James by BIH of a New Convertible
Loan Note. The New Convertible Loan Notes will have the same terms
as the Existing Convertible Loan Notes (as referred to and varied
as stated in the announcement by the Company on 12 April 2022),
save as regards conversion. Following the Placing, Borden James
holds no Ordinary Shares in the Company.
On 20 May 2022 the Company announced that shareholders had
approved at a General Meeting a resolution to effect a share
capital reorganisation (sub-dividing and converting each ordinary
share of 1 pence in the capital of the Company into one ordinary
share of 0.1 pence and one deferred share of 0.9 pence).
On 9 December 2022 the Company announced that the shareholders
had approved the buy-back and cancellation of the deferred shares
issued in May 2022 financed by the issue of 100 new ordinary shares
of 0.1 pence to Richard Hartheimer (a Director of the Company) who
prior to this allotment did not have any interest in the ordinary
shares in the Company.
On 27 January 2023 the Company announced that the Directors have
subscribed for an aggregate of 16,000,000 new ordinary shares of
0.1 pence each at a subscription price of 0.5 pence per share in
cash, raising GBP80,000 for the Company.
On 27 April 2023 the Company announced that it is in preliminary
discussions with the shareholders of Topic S.A. for the acquisition
of all (or, at least, not less than a majority) of the issued share
capital of Topic in exchange for the issue of new ordinary shares
in the Company. Topic is a privately-owned, oil and gas exploration
and production company, incorporated in Tunisia, with interests in
three oil and gas blocks in offshore and onshore Tunisia. If
completed it would result in the Company's existing shareholders
having a minority interest in the enlarged group and would
constitute a reverse takeover under the FCA's Listing Rules. The
Company's issued ordinary shares have therefore been suspended from
the FCA's Official List (standard segment). The Potential
Acquisition remains subject to completion of customary due
diligence, regulatory and shareholder approvals.
At the date of this Report, the admission of the ordinary shares
in the Company to listing on the FCA's Official List (standard
segment) and to trading on the London Stock Exchange's main market
for listed securities has been suspended. The Company intends to
make an application for its enlarged ordinary share capital
(including the new ordinary shares proposed to be issued as
consideration for the Topic acquisition) to be re-admitted to such
listing and trading on completion of the Topic acquisition and
anticipates publishing, in due course, a prospectus relating to the
Company and Topic and such re-admission.
This financial statement has been prepared on a going concern
basis.
The Directors are also confident of raising additional funds
through the issue of new shares should the need arise, consequently
they believe the Company will be able to continue to meet its
liabilities as they fall due for the 12 months from signing the
financial statements.
The Directors note the existence of a material uncertainty with
respect to going concern given the historic and projected losses of
the Company and the reliance on external funding to continue to
trade.
A more detailed update on recent developments is provided in the
Directors Report - Events after the Reporting Date.
Whilst it continues its assessment of potential acquisitions,
the Board will continue to prudently manage the Company's remaining
cash reserves and minimise its operating expenses in order to put
the Company in the best position possible to complete the
acquisition.
The Board looks forward to providing further updates to
shareholders in due course.
Christopher Pitman
Chairman
19 June 2023
STRATEGIC REPORT
The Directors present their strategic report with the financial
statements of the Company for the year ended 31 December 2022.
review of developments and future prospects
The Company was originally formed to undertake an acquisition of
a target company or business in the foreign exchange (FX) sector,
however due to a lack of current opportunities in that sector,
following the general meeting held on 6 September 2019 the
Directors' efforts in identifying a prospective target company or
business are no longer limited to a particular industry or
geographic region.
There is no specific expected target value for the acquisition
and the Company expects that any funds not used for the acquisition
will be used for future acquisitions, internal or external growth
and expansion, and working capital in relation to the acquired
company or business.
Following completion of an acquisition, the objective of the
Company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the acquisition.
The Company's financial performance for the period reflected
market conditions. The Company total comprehensive loss after
taxation for the year to 31 December 2022 amounted to GBP484,944
(2021: GBP434,323). Cash at bank amounted to GBP49,680 (2021:
GBP65,401) and net liabilities amounted to (GBP301,529) (2021:
(GBP294,063)). No dividends were paid during the year and none are
proposed. A review of the activity of the business and future
prospects is contained in the Chairman's Statement on page 2 which
accompanies these financial statements.
KEY PERFORMANCE INDICATORS
The key indicator of performance for the Company is its success
in identifying, acquiring, developing and divesting investments in
projects so as to create shareholder value.
Control of bank and cash balances is a priority for the Company
and these are budgeted and monitored closely to ensure that it
maintains adequate liquid resources to meet financial commitments
as they arise.
At this stage in its development, quantitative key performance
indicators are not an effective way to measure the Company's
performance.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. 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) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
18).
d) Financing risks
Although the Company intends to finance any acquisition through
the issue of Ordinary Shares where possible, it may be the case
that any such acquisition may be only partially funded by ordinary
shares or ordinary shares. Capital expenditure and operating
expenses will all be factors which will have an impact on the
amount of additional capital required.
Financing alternatives may include debt and additional equity
financing, such as the issue of ordinary Shares, which may be
dilutive to shareholders and in the event that the Company
considered obtaining debt financing while widely available, this
may involve restrictions on operating activities, future financing,
acquisitions and disposals. If the Company is unable to obtain
potential additional financing as and when needed, it could result
in the Company requiring additional capital from Shareholders.
e) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
f) Capital risk management
The Company manages its capital to ensure that entities within
the Company will be able to continue individually as going
concerns, while maximising the return to Shareholders through the
optimisation of debt and equity balances. The Company manages its
capital structure and makes adjustments to it, in the light of
changes in economic conditions. To maintain or adjust its capital
structure, the Company may adjust or issue new shares or raise
debt. No changes were made in the objectives, policies or processes
during the year ended 31 December 2022.
g) Social, community and human rights issues
The Company does not consider it necessary to include a
statement on these issues as it is currently looking for an
investment and is not a trading entity.
h) Energy and carbon reporting
The Company did not trade during the year and does not occupy
any premises so it's utilisation of energy is below the minimum
threshold of 40,000 kwh.
i) Directors and Officers Liability insurance
The Company maintains liability insurance for its Directors and
Officers to cover any claim for wrongful acts in connection with
their positions with the exceptions of events whereby a Director or
Officer is proved to have acted fraudulently or dishonestly.
The Company does not hold any collateral as security.
On behalf of the board
Christopher Pitman
Chairman
19 June 2023
EXTRACT FROM THE DIRECTORS' REPORT
Directors' Responsibility Statement
The Directors are responsible for preparing the Strategic
Report, the Directors' Report, Annual report and the statutory
financial statements in accordance with applicable law and
regulations.
The Directors are required to prepare financial statements for
the Company in accordance with International Financial Reporting
Standards as adopted by the UK (together, " IFRS " ).
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 by
the UK and applicable law.
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of transactions, other events
and conditions in accordance with the definitions and recognition
criteria for the assets, liabilities, income and expenses set out
in the International Accounting Standards Board's "Framework for
the Preparation and Presentation of Financial Statements". In
virtually all circumstances, a fair representation will be achieved
by compliance with all IFRS. Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information; and
- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Company's financial position and financial
performance.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time, the
financial position of the Company a nd enable them to ensure that
the Financial Statements comply with the Companies Act 2006 . 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.
They are further responsible for ensuring that the Strategic
Report and the Directors' Report and other information included in
the Annual Report and Financial Statements is prepared in
accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Company's website is the
responsibility of the Directors; work carried out by the auditors
does not involve the consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially
presented on the website.
Legislation in the United Kingdom governing the preparation and
dissemination of the accounts and the other information included in
Annual Reports may differ from legislation in other
jurisdictions.
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Financial Reporting
Standards (IFRS) as adopted by the United Kingdom.
The Directors, whose names and functions are set out on page 1,
confirm that to the best of their knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the management report includes a fair review of the
development and performance of the business and the financial
position of the Company, together with a description of the
principal risks and uncertainties that it faces.
The annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's performance,
business model and strategy.
Provision of information to auditors
Each of the persons who are Directors at the time when this
Directors' Report is approved has confirmed that:
-- so far as that Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
-- that Director has taken all the steps that ought to have been
taken as a director in order to be aware of any information needed
by the Company's auditors in connection with preparing their report
and to establish that the Company's auditors are aware of that
information.
External Auditor
RPG Crouch Chapman LLP, were appointed auditors to the Company
for the 2022 financial year end and have expressed their
willingness to continue in office.
The Board will meet with the auditor to consider the results,
internal procedures and controls and matters raised by the auditor.
The Board considers auditor independence and objectivity and the
effectiveness of the audit process. It also considers the nature
and extent of any non-audit services supplied by the auditor (if
any) and reviewing the ratio of audit to non-audit fees and ensures
that an appropriate relationship is maintained between the Company
and its external auditor.
As part of the decision to recommend the appointment of the
external auditor, the Board considers the tenure of the auditor in
addition to the results of its review of the effectiveness of the
external auditor and considers whether there should be a full
tender process. There are no contractual obligations restricting
the Board's choice of external auditor. The Company has a policy of
controlling the provision of non-audit services by the external
auditor in order that their objectivity and independence are
safeguarded.
A resolution to reappoint RPG Crouch Chapman will be proposed at
the Annual General Meeting.
Events after the reporting date
On 27 January 2023 the Company announced that the Directors have
subscribed for an aggregate of 16,000,000 new ordinary shares of
0.1 pence each at a subscription price of 0.5 pence per share in
cash, raising GBP80,000 for the Company.
On 27 April 2023 the Company announced that it is in preliminary
discussions with the shareholders of Topic S.A. for the acquisition
of all (or, at least, not less than a majority) of the issued share
capital of Topic in exchange for the issue of new ordinary shares
in the Company. Topic is a privately-owned, oil and gas exploration
and production company, incorporated in Tunisia, with interests in
three oil and gas blocks in offshore and onshore Tunisia. If
completed it would result in the Company's existing shareholders
having a minority interest in the enlarged group and would
constitute a reverse takeover under the FCA's Listing Rules. The
Company's issued ordinary shares have therefore been suspended from
the FCA's Official List (standard segment). The potential
acquisition remains subject to completion of customary due
diligence, regulatory and shareholder approvals.
This responsibility statement was approved by the Board of
Directors on 19 June 2023 and is signed on its behalf by:
Christopher Pitman . Director
19 June 2023
AUDITOR'S REPORT
Opinion
We have audited the financial statements of Boston International
Holdings Plc (the "company") for the year ended 31 December 2022
which comprise the Statement of Comprehensive Income, Statement of
Financial Position, Statement of Cash Flow, Statement of Changes in
Equity and notes to the financial statements, including a summary
of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and United Kingdom adopted international accounting
standards.
In our opinion, the financial statements:
- give a true and fair view of the state of the company's
affairs as at 31 December 2022 and of the company's loss for the
year then ended;
- have been properly prepared in accordance with United Kingdom
adopted IFRSs; and
- have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which
indicates that the Company is not revenue generating as it seeks a
potential transaction and is reliant on the proceeds of future
fundraises to cover financial expenditure over the next 12 months.
Whilst the Directors' believe the Company has sufficient cash to
meet its liabilities as they fall due, there remains a risk that
cash would not be available should additional costs arise.
As stated in note 2, these facts, along with other matters
described indicate that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
We have highlighted going concern as a key audit matter.
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate but
acknowledge that there are material uncertainties in relation to
reliance upon the proceeds of future fundraises to cover financial
expenditure over the next 12 months.
Our evaluation of the directors' assessment of the entity's
ability to continue to adopt the going concern basis of accounting
included but was not limited to the following:
- We discussed the current status of proposed future fundraising
with the directors and gained an understanding of projected future
events and timelines.
- We reviewed and challenged management's cash flow forecasts
for 12 months from signing the financial statements.
- We considered the level of cash in the Company in relation to
the expected costs over the next 12 months and considered whether
they were appropriate.
Our approach to the audit
The scope of our audit was the audit of the company for the year
ended 31 December 2022. The audit was scoped by obtaining an
understanding of the company and its environment, including the
company's system of internal control and assessing the risks of
material misstatement.
Audit work to respond to the assessed risks was planned and
performed directly by the engagement team which performed full
scope audit procedures.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
There are no key audit matters identified, other than the matter
described in the Material Uncertainty related to Going Concern
section.
Key observations
We have included a material uncertainty in respect of going
concern above, and based on the procedures performed, we have no
further matters to report.
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We define materiality as
the magnitude of misstatement that could reasonably be expected to
influence the readers and the economic decisions of the users of
the financial statements. We use materiality to determine the scope
of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole.
Materiality for the Financial Statements as a whole was set at
GBP14,000, determined with reference to the draft loss of the
Company. We report to the Directors any corrected or uncorrected
misstatements arising exceeding GBP700. Performance materiality was
set at GBP10,000, being 75% of materiality. This was considered an
appropriate level of materiality given the limited trading activity
of the Company as it continues to seek investment
opportunities.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit scope
for the Company. This enables us to form an opinion on the
financial statements. We take into account size, risk profile, the
organisation of the Company and the internal control environment
when assessing the level of work to be performed.
Based on our assessment of the accounting processes, the
industry in which the company operates and the control environment,
it was appropriate to undertake an entirely substantive audit
approach. Our substantive audit procedures included testing of
total expenditure, total assets, liabilities and Equity.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion the part of the directors' remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
- adequate accounting records have not been kept by the company,
or returns adequate for our audit have not been received from
branches not visited by us; or
- the company financial statements and the part of the
directors' remuneration report to be audited are not in agreement
with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by
law are not made; or
- we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 11, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. Design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
We evaluated the directors' and management's incentives and
opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls) and
determined that the principal risks were related to posting manual
journal entries top manipulate financial performance, management
bias through judgements and assumptions in significant accounting
estimates and significant one-off or unusual transactions.
Our audit procedures were designed to respond to those
identified risks, including non-compliance with laws and
regulations (irregularities) and fraud that are material to the
financial statements. Our audit procedures included but were not
limited to:
-- Discussing with the directors and management their policies
and procedures regarding compliance with laws and regulations;
-- Communicating identified laws and regulations throughout our
engagement team and remaining alert to any indications of
non-compliance throughout our audit; and
-- Considering the risk of acts by the company which were
contrary to applicable laws and regulations, including fraud.
Our audit procedures in relation to fraud included but were not
limited to:
-- Making enquiries of the directors and management on whether
they had knowledge of any actual, suspected or alleged fraud;
-- Gaining an understanding of the internal controls established
to mitigate risks related to fraud;
-- Discussing amongst the engagement team the risks of fraud; and
-- Addressing the risks of fraud through management override of
controls by performing journal entry testing.
There are inherent limitations in the audit procedures described
above and the primary responsibility for the prevention and
detection of irregularities including fraud rests with management.
As with any audit, there remained a risk of non-detection of
irregularities, as these may involve collusion, forgery,
intentional omissions, misrepresentations or the override of
internal controls.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 1 March 2023 to
audit the financial statements for the year ended 31 December 2022.
This is our first year of engagement.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the Company and we remain independent of the
Company in our conduct of the audit.
Our audit opinion is consistent with the additional report to
the Board of Directors.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an Auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Paul Randall (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP, Statutory
Auditors
5(th) Floor, 14-16 Dowgate Hill, London EC4R 2SU
Date: 19 June 2023
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2022
2022 2021
------------------------------------ ------ ------------ ------------
Notes GBP GBP
------------------------------------ ------ ------------ ------------
Reverse take-over costs - (60,408)
Other operating expenses 4 (485,227) (357,446)
------------------------------------ ------ ------------ ------------
OPERATING LOSS BEFORE TAXATION (485,227) (417,854)
Interest income 132 2,874
Interest expense 151 (19,343)
Income tax expense 5 - -
------------------------------------ ------ ------------ ------------
LOSS FOR THE PERIOD ATTRIBUTABLE
TO
EQUITY HOLDERS OF THE COMPANY (484,944) (434,323)
OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE /(LOSS) (484,944) (434,323)
------------------------------------ ------ ------------ ------------
Basic and diluted loss per
share (pence) 13 (0.50) (0.84)
==================================== ====== ============ ============
The notes to the financial statements form an integral part of
these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
2022 2021
---------------------------------- ------ ------------ ------------
Notes GBP GBP
---------------------------------- ------ ------------ ------------
CURRENT ASSETS
Other receivables 6 28,081 31,425
Cash and cash equivalents 7 49,680 65,401
---------------------------------- ------ ------------ ------------
TOTAL CURRENT ASSETS 77,761 96,826
CURRENT LIABILITIES
Unsecured Convertible Loan Notes 8 (213,699) (356,438)
Other payables 9 (165,591) (34,451)
---------------------------------- ------ ------------ ------------
TOTAL CURRENT LIABILITIES (379,290) (390,889)
NET (LIABILITIES) (301,529) (294,063)
================================== ====== ============ ============
EQUITY ATTRIBUTABLE TO EQUITY
HOLDERS OF THE COMPANY
Share capital 10 112,220 639,451
Share premium 1,318,292 1,318,292
Other reserves 12 34,350 39,619
Retained earnings 11 (1,766,391) (2,291,425)
---------------------------------- ------ ------------ ------------
TOTAL EQUITY (301,529) (294,063)
================================== ====== ============ ============
The financial statements of Boston International Holdings Plc
for the period ended 31 December 2022 were authorised for issue by
the Company's Board of Directors on 19 June 2023.
The accompanying notes are an integral part of these financial
statements.
Christopher Pitman
Director
19 June 2023
STATEMENT OF CASH FLOW
FOR THE YEARED 31 DECEMBER 2022
2022 2021
GBP GBP
-------------------------------------------- ------------------ ------------------
Cash flow from operating activities
Loss before tax (484,944) (434,323)
Changes in working capital
Other receivables 3,346 (21,105)
Other payables 131,139 (21,832)
--------------------------------------------- ------------------ ------------------
Net cash outflow from operating activities (350,459) (477,260)
Cash flow from financing activities
Unsecured Loan - ( 200,000)
Unsecured Convertible Loan Notes 147,857 376,714
Unsecured Convertible Loan Notes -
interest (152) (19,343)
Proceeds from issue of shares 187,033 273,242
--------------------------------------------- ------------------ ------------------
Net cash inflow from financing activities 334,738 469,299
Net decrease in cash and cash equivalents (15,721) (7,961)
Cash and cash equivalents at beginning
of period 65,401 73,362
Cash and cash equivalents at end
of period 49,680 65,401
============================================= ================== ==================
The accompanying notes are an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
Profit
Share Share Other and Total
Capital Premium Reserves Loss account Equity
GBP GBP GBP GBP GBP
At 1 January 2021 366,209 1,318,292 - (1,857,102) (172,601)
-------------------------- ------------ ---------- --------- ------------- ----------
Issue of shares 273,242 - - - 273,242
Convertible Loan Notes-
equity element - - 39,619 - 39,619
Loss for the year
after tax - - - (434,323) (434,323)
At 31 December 2021 639,451 1,318,292 39,619 (2,291,425) (294,063)
-------------------------- ------------ ---------- --------- ------------- ----------
Issue of shares 482,747 - - - 482,747
Convertible Loan Notes-
equity element - - (5,269) - (5,269)
Cancellation of deferred
shares (1,009,978) - 1,009,978 -
Loss for the year
after tax - - - (484,944) (484,944)
At 31 December 2022 112,220 1,318,292 34,350 (1,766,391) (301,529)
-------------------------- ------------ ---------- --------- ------------- ----------
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
1. GENERAL INFORMATION
The Company was incorporated on 17 November 2015 (Company Number
09876705) in accordance with the laws of England and Wales as a
private company limited by shares and re-registered as a public
limited company on 14 June 2016.
The Company's ordinary shares commenced trading on the main
market of the London Stock Exchange on 12 October 2016.
The Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards, International
Accounting Standards and Interpretations (collectively IFRS) issued
by the International Accounting Standards Board (IASB) as adopted
by the United Kingdom ( "adopted IFRSs") and those parts of the
Companies Act 2006 which apply to companies preparing their
financial statements under IFRSs. The financial statements have
been prepared under the historical cost convention.
The financial information of the Company is presented in British
Pound Sterling ("GBP").
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the
directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the Company.
Comparative figures
The comparative figures shown for 2021 cover the twelve months
to 31 December 2021.
Interest receivable and interest payable
Interest received comprises bank interest received. Interest
payable comprises the computed interest on the Convertible Loan
Notes.
Going concern
This financial statement has been prepared on a going concern
basis.
As the Company is pre-revenue and loss making it has relied upon
equity and debt funding to progress its plans (loss of GBP485k in
2022 and GBP434k in 2021; net liabilities of GBP301k in 2022 and
GBP294k in 2021). Post year end, the Company has successfully
raised GBP80,000 in equity as detailed in the Chairman's Report.
The Directors regularly review cash flow forecasts to determine
whether it has sufficient cash reserves to meet its future working
capital requirements and development plans. The Company's plans
indicate that they need to raise further finance and the Directors
are confident based on past history of successful fundraising and
discussions with investors that it will be successful in raising
these funds. Additionally, they consider they can defer settlement
of creditors, reduce short term expenditure and obtain short-term
finance should there be any delay in completing any such
fundraising to allow continuance of their plans. They therefore
consider it appropriate to prepare the financial statements on a
going concern basis.
However, as at the date of approval of these financial
statements, there are no legally binding agreements in place in
relation to any fundraising or extension of terms with creditors
and as the success of any finance raising is outside the control of
the company there can be no certainty that additional funds will be
forthcoming, which indicates the existence of a material
uncertainty which may cast doubt about the Company's ability to
continue as a going concern and therefore it may be unable to
realise its assets and discharge its liabilities in the normal
course of business. The financial statements do not include the
adjustments that would result if the Company was unable to continue
as a going concern.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods 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 balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheet date between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred income tax liabilities
are recognised in full for all temporary differences. Deferred
income tax assets are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences,
and carry-forward of unused tax credits and unused losses can be
utilised.
The carrying amount of deferred income tax assets is assessed at
each balance sheet date 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 deferred income tax asset to be
utilised. Unrecognised deferred income tax assets are reassessed at
each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the
statement of financial position when the company becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets within the scope of IAS 39 are classified as
either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any
financial assets at fair value through profit or loss, and in the
categories of held-to-maturity investments and available-for-sale
financial assets.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the
Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the company after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or financial
liabilities measured at amortised costs.
Financial liabilities are classified as at fair value through
comprehensive income statement if the financial liability is either
held for trading or it is designated as such upon initial
recognition
Other financial liabilities
Other payables are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost,
where applicable, using the effective interest method, with
interest expense recognised on an effective yield basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
Operating segments
As the company has not completed an acquisition there is no
activity to report.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS
requires management to make estimates and assumptions that affect
the reported amounts of income, expenditure, assets and
liabilities. Estimates and judgements are continually evaluated,
including expectations of future events to ensure these estimates
to be reasonable.
The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The Company's nature of operations is to act as a special
purpose acquisition Company. This significantly reduces the level
of estimates and assumptions required.
The going concern status of the Company is considered to be a
key judgement. This has been considered further in note 2 to the
financial statements.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
2022 2021
GBP GBP
------- -------
Auditors' remuneration:
Fees payable to the Company's auditor for the
audit of the Company's annual accounts 18,000 28,320
5. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in the
United Kingdom.
No tax is applicable to the Company for the year ended 31
December 2022. No deferred tax asset has been recognised in respect
of the losses carried forward, due to the uncertainty as to whether
the Company will generate sufficient future profits in the
foreseeable future to prudently justify this.
Reconciliation of effective tax rate
2022 2021
GBP GBP
Loss for the period (484,944) (434,323)
Total tax expense - -
============ ============
Loss before taxation (484,944) (434,323)
Tax using the applicable corporation
tax rate - -
Losses carried forward (2,776,369) (2,291,425)
Total tax expense included in
profit and loss - -
============ ============
The corporation tax rate applicable in the year is 19% (2021:
19%).
Due to the losses carried forward the Company is not exposed to
any risk in the expected increase in tax rates.
6. OTHER RECEIVABLES
2022 2021
GBP GBP
-------------- -------
Prepayments 28,081 31,425
------------- -------------- -------
7. CASH AND CASH EQUIVALENTS
2022 2021
GBP GBP
------- --------
Cash held at bank 49,680 65,401
------------------- ------- --------
8. CONVERTIBLE LOAN NOTES
2022 2021
GBP GBP
------------------------------------------------ ---------- ---------
At 1 January 2022 356,438 -
Convertible Loan Notes issued 147,857 376,714
Converted to Ordinary shares (295,714) -
Equity element transferred to Other Reserves 5,269 (39,619)
Present value finance costs (151) 19,343
213,699 356,438
------------------------------------------------ ---------- ---------
On 7 March 2022 the repayment term of the Notes was extended to
30 September 2022 and on 12 April 2022 the final repayment date was
extended to 30 September 2023.
Further, on 12 April 2022 Loan Notes valued at GBP295,714 were
converted in Ordinary shares of GBP0.01 each. The new Ordinary
shares were placed into the market by the holder and the proceeds
of GBP147,857 reinvested into the Company by the issue of New
Convertible Loan Notes.
9. OTHER PAYABLES
2022 2021
GBP GBP
-------- --------
Other Payables 86,091 3,964
Accruals 79,500 30,487
---------------- -------- --------
165,591 34,451
---------------- -------- --------
10. SHARE CAPITAL
Shares GBP
------------------------------------------- ------------- ------------
Issued, called up and fully paid Ordinary
shares of GBP0.001 each
At 1 January 2022 63,945,136 639,451
Shares issued 22 April 2022 29,571,400 295,714
Shares issued 22 April 2022 18,703,307 187,033
Subdivision of shares 20 May 2022 - (1,009,978)
Shares issued 19 December 2022 100 -
112,219,943 112,220
------------------------------------------- ------------- ------------
On 1 January 2022, the Share Capital comprised Ordinary shares
of GBP0.01.
On 20 May 2022 each Ordinary share of GBP0.01 was subdivided and
converted into one Ordinary share of GBP0.001 and one Deferred
share of GBP0.009.
On 16 November 2022 100 Ordinary shares were issued such that
the Company could buy back all the Deferred shares on 9 December
2022 funding the aggregate purchase price (GBP0.01) for such
Deferred shares out of this fresh issue of Ordinary shares made for
the purpose. All the Deferred shares were cancelled by the Company
on purchase.
Shares GBP
Share Capital - Deferred Shares
Subdivision of shares 20 May
2022 112,219,843 1,009,979
Cancellation of shares 9 December
2022 (112,219,843) (1,009,979)
- -
-------------- ------------
11. RETAINED LOSSES
2022 2021
GBP GBP
------------ ------------
Retained earnings represent accumulated losses (1,766,391) (2,291,425)
------------------------------------------------ ------------ ------------
12. OTHER RESERVES
2022 2021
GBP GBP
----------------------------------------- --------------- ----------------------
At 1 January 2022 39,619 -
Convertible Loan notes - Equity element (5,269) 39,619
At 31(st) December 2022 34,350 39,619
----------------------------------------- --------------- ----------------------
13. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares
outstanding to assume conversion of all dilutive potential
ordinary shares. There are currently no dilutive potential ordinary
shares.
Loss per share attributable
to ordinary shares 2022 2021
-------------------------------------------- ----------- -----------
Earnings after tax GBP (484,944) (434,323)
Weighted average number of shares Unit 97,539,045 51,857,869
Per share amount Pence (0.50) (0.84)
Earnings per share (IAS33) requires presentation of diluted EPS
when a company could be called upon to issue shares that decrease
earnings per share or increase the loss per share. For a
loss-making company with outstanding share options or warrants, net
loss per share would be decreased by exercise of options.
Therefore, per IAS33.36 the antidilutive potential ordinary shares
are disregarded in the calculation of diluted EPS.
14. NET FUNDS/DEBT RECONCILIATION
Beginning Movement
of in End of
the period the period the period
------------------------------ ----------- ----------- -----------
Cash & cash equivalents 65,401 (15,721) 49,680
Debt (356,438) 142,739 (213,699)
------------------------------ ----------- ----------- -----------
(291,037) 127,018 (164,019)
------------------------------ ----------- ----------- -----------
15. DIRECTORS REMUNERATION
Name of Directors (GBP) Bonuses Benefits Pension Total Total
Director fees (GBP) (GBP) (GBP) (GBP) (GBP)
(GBP)
2022 2022 2022 2022 2022 2022 2021
Christopher
Pitman 25,000 22,800 - - - 47,800 34,624
Martin
Lampshire 25,000 1,000 - - - 26,000 16,667
W Borden
James 25,000 - - - - 25,000 18,750
Richard
Hartheimer 25,000 - - - - 25,000 25,000
Total 100,000 23,800 - - - 123,800 95,041
W Borden James, Richard Hartheimer and Norman Connell were
appointed for an initial term commencing on 1 July 2016 and ending
on completion of the acquisition by the Company of an operating
company or business, at which time each Director shall retire from
office and offer himself for re-appointment by the members.
Christopher Pitman and Martin Lampshire were appointed on 28 April
2021 for an initial term of the earlier of 12 months or the
completion of an acquisition by the Company of an operating company
or business.
On 29 April 2022 the Directors appointments were extended until
the earlier of (a) completion of an acquisition by the Company and
(b) the first anniversary of the extended appointment unless
terminated earlier by either party giving to the other three months
written notice. The appointments were further extended on 28 April
2023 until the earlier of (a) completion of an acquisition by the
Company and (b) 30 April 2024 unless terminated earlier by either
party giving to the other three months written notice.
During the period to 31 December 2022 there were no staff costs,
as no staff were employed by the Company, other than the Directors
fees.
16. CAPITAL MANAGEMENT POLICY
The Company's 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. The capital structure of the Company consists
of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves.
17. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments,
comprising cash, short-term deposits, bank loans and overdrafts and
various items such as trade receivables and payables, which arise
directly from operations. The Company does not trade in financial
instruments.
Financial risk factors
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. 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) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities by taking into account the maturity of the
Company's liabilities.. The Company ensures it has adequate
resource to discharge all its liabilities. The directors have
considered the liquidity risk as part of their going concern
assessment. (See note 2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
e) Market risk
The Company is not currently active so does not have any
exposure to individual market risks.
Fair values
Management assessed that the fair values of cash and short-term
deposits, receivables, other payables, bank overdrafts and other
current liabilities approximate their carrying amounts largely due
to the short-term maturities of these instruments.
18. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and
cash equivalents, other receivables and other payables. The
Company's accounting policies and method adopted, including the
criteria for recognition, the basis on which income and expenses
are recognised in respect of each class of financial assets,
financial liability and equity instrument are set out in Note 2.
The Company do not use financial instruments for speculative
purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
Financial assets GBP
--------------------------------------------- --------
Loans and receivables
Other receivables 28,080
Cash and cash equivalents 49,680
---------------------------------------------- --------
Total financial assets 77,760
---------------------------------------------- --------
Financial liabilities measured at amortised
cost
--------------------------------------------- --------
Unsecured Convertible Loan Notes 213,698
Other payables 165,591
Total financial liabilities 379,289
---------------------------------------------- --------
There are no financial assets that are either past due or
impaired.
19. PENSION COMMITMENT
The Company has no pension commitments at the end of the
period.
20. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation has been disclosed in note
15.
During the year as noted in Note 8 the Company issued
Convertible Loan Notes to the value of GBP147,857. The Notes which
have a 12-month term, are interest free, unsecured and are
convertible at a price of 1p per Ordinary Share at the earlier of
(1) the publication of a prospectus which would cover the issue and
allotment of the Ordinary Shares pursuant to the conversion of the
Notes; or (2) the completion of a reverse take-over transaction and
relisting of the Company onto a recognised stock exchange.
Borden James, a director of BIH, is the holder of Notes to the
value of GBP147,857. The terms of the Notes are shown above.
During the period the Company did not enter into any other
material transactions with related parties. As at the balance sheet
date the amounts due to the directors was GBPnil.
21. CONTROL
The Company has been notified of the following interests of 3%
or more in its issued share capital as at 31 December 2022.
Shareholder Shareholding %
----------------------------- ------------- ------
Spreadex ltd 11,000,000 9.80%
Stephen Wicks 9,567,527 8.53%
Digger International Group
PLYD 7,500,000 6.68%
Dr Humayun Hanif 5,183,675 4.62%
Gledhow Investments plc 4,199,344 3.74%
Flare Capital 4,199,344 3.74%
ETX Capital 3,671,400 3.27%
Richard & Charlotte Edwards 3,500,000 3.12%
------------------------------ ------------- ------
22. WARRANTS
The warrants, which were issued on 12 April 2021, have been
valued using the Black-Scholes method have not been reflected in
the Accounts as their value in the year ended 31 December 2022 is
considered immaterial.
23. EVENTS AFTER THE REPORTING DATE
On 27 January 2023 the Company announced that the Directors have
subscribed for an aggregate of 16,000,000 new ordinary shares of
0.1 pence each at a subscription price of 0.5 pence per share in
cash, raising GBP80,000 for the Company.
On 27 April 2023 the Company announced that it is in preliminary
discussions with the shareholders of Topic S.A. for the acquisition
of all (or, at least, not less than a majority) of the issued share
capital of Topic in exchange for the issue of new ordinary shares
in the Company. Topic is a privately-owned, oil and gas exploration
and production company, incorporated in Tunisia, with interests in
three oil and gas blocks in offshore and onshore Tunisia. If
completed it would result in the Company's existing shareholders
having a minority interest in the enlarged group and would
constitute a reverse takeover under the FCA's Listing Rules. The
Company's issued ordinary shares have therefore been suspended from
the FCA's Official List (standard segment). The potential
acquisition remains subject to completion of customary due
diligence, regulatory and shareholder approvals.
Status of information
In accordance with section 435 of the Companies Act 2006, the
Directors advise that the financial information set out in this
announcement does not constitute the Company's statutory financial
statements for the year ended 31 December 2022, but is derived from
these financial statements. The financial statements for the year
ended 31 December 2021 have been delivered to the Registrar of
Companies. The financial statements for the year ended 31 December
2022 have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union. The financial
statements for the year ended 31 December 2022 will be forwarded to
the Registrar of Companies. The Auditors have reported on the 2022
accounts.
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