TIDMFHP
RNS Number : 7619U
Fandango Holdings PLC
28 November 2023
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector:
Investment
28 November 2023
Fandango Holdings plc
('Fandango' or 'the Company')
Interim Results
Fandango Holdings plc announces its Interim Results for the
period ended 31 August 2023.
Chairman's Report
Fandango Holdings PLC ("the Company") is an investment company
incorporated on 25 August 2016, with the original primary objective
of undertaking a single acquisition of a target company, business
or asset in the industrial or service sector.
On 22 June 2023, Fandango Holdings plc announced that it had
executed non-binding Heads of Terms ('HoT') to acquire European
Battery Metals Pty Ltd ('the Acquisition') ("EBM").
The Acquisition is subject, inter alia, to the completion of due
diligence, documentation, and compliance with all regulatory
requirements, including the Listing and Prospectus Rules and as
required, the Takeover Code. The Acquisition, if it proceeds, will
constitute a Reverse Takeover ('RTO") under the Listing Rules
since, inter alia, in substance it will result in a fundamental
change in our business.
As the Acquisition will constitute a Reverse Takeover under the
Listing Rules, the Company's ordinary shares shall remain suspended
pending the publication of a prospectus and the application for the
enlarged Company to have its Ordinary Shares admitted to the
Official List and to trading on the main market for listed
securities of the London Stock Exchange.
The Company is working on the preparation of a prospectus in
relation to the Acquisition and will, in due course, be making
application for the enlarged Company to have its Ordinary Shares
admitted to the Official List and to trading on the main market for
listed securities of the London Stock Exchange.
The transaction is progressing well, and the Company is
currently on target to complete the RTO in the first quarter of
2024 and the draft prospectus is expected to be submitted to the
FCA by 30 November 2023 for their review.
On 30 August 2023, the Company received GBP350,000 from an
investor to be applied to defray the running costs of the company
and the costs of the RTO.
Results for the period
For the period from 1 March 2023 to 31 August 2023, the
Company's results included the ongoing running costs of the Company
including listing fees on the London Stock Exchange and other
advisory costs and minor costs, at this stage, relating to the
proposed RTO described above. These costs have increased materially
in the subsequent period as the company approaches filing the
prospectus for the proposed RTO with FCA.
Long-term strategy and business objectives
The current strategy of the Company is to complete the proposed
RTO of EBM as swiftly as possible and within the timescale
indicated above.
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.
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
There are no post balance sheet events to report.
Charles Tatnall
Chairman
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months 6 months 18 months
ended ended ended
31 August 28 February 28 February
2023 2022 2023
Notes GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Continuing operations
Investment income - 138 138
Administrative
expenses (109) (89) (279)
Listing costs - (5) 1
Finance cost (1) - (2)
(Loss) / profit
before tax (110) 44 (142)
Taxation - - -
(Loss) / profit
for the period (110) 44 (142)
Basic (loss) /
earnings per share
(pence) 2 (0.08p) 0.03p (0.11p)
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
Notes As at As at As at
31 August 28 February 28 February
2023 2022 2023
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Trade and other receivables 214 221 214
Cash and cash equivalents 350 - -
-------------- -------------- --------------
Total Assets 564 221 214
Equity and Liabilities
Share capital 3 134 134 134
Share premium 579 579 579
Retained earnings (1,356) (1,060) (1,246)
-------------- -------------- --------------
Total Equity (643) (347) (533)
Current Liabilities
Trade and other payables 1,181 530 718
Creditors due after
more than one year
Other payables 26 38 29
-------------- -------------- --------------
Total Liabilities 1,207 568 747
-------------- -------------- --------------
Total Equity and Liabilities 564 221 214
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share Retained Total
Capital premium earnings Equity
GBP ('000) GBP ('000) GBP ('000) GBP ('000)
Equity at 31 August
2021 134 579 (1,104) (391)
Profit for the Period - - 44 44
------------ ------------ ------------ ------------
Equity at 28 February
2022 134 579 (1,060) (347)
Loss for the Period - - (186) (186)
------------ ------------ ------------ ------------
Equity at 28 February
2023 134 579 (1,246) (533)
Loss for the Period - - (110) (109)
------------ ------------ ------------ ------------
Equity at 31 August
2023 134 579 (1,356) (643)
INTERIM CONDENSED CASH FLOW STATEMENT
6 months 6 months 18 months
ended ended ended
31 August 28 February 28 February
2023 2022 2023
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited (audited)
)
Cash flows from operating
activities
Operating (loss) / profit (109) 44 (142)
Liabilities written back - - (8)
Interest payable 1 - 2
Decrease/(increase) in
receivables - 369 385
Increase/(decrease) in
payables 114 (209) (11)
-------------- -------------- --------------
Net cash flows from operating
activities 6 204 226
Cash flows from investing
activities
Amounts (advanced to) /
repaid by related parties - (204) (214)
-------------- -------------- --------------
Net cash flows from investing
activities - (204) (214)
Cash flows from financing
activities
Loan repaid (6) (1) (13)
Loan received 350
Finance costs paid - - -
-------------- -------------- --------------
Net cash flows from financing
activities 344 (1) (13)
-------------- -------------- --------------
Net increase / (decrease)
in cash and cash equivalents 350 (1) (1)
Cash and cash equivalents
at the beginning of the
period - 1 1
-------------- -------------- --------------
Cash and cash equivalents 350 - -
at the end of the period
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Fandango 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 on 25 August 2016 as a
private limited company and re-registered as a public limited
company on 10 May 2017.
Basis of preparation
This interim condensed report was approved and authorised to
issue by the Board of directors on 29 November 2023
The financial information in this interim report has been
prepared in accordance with the International Financial Reporting
Standards. IFRS comprises standards issued by the International
Accounting Standards Board (IASB) and the interpretations issued by
the International Financial Reporting Interpretations Committee
(IFRIC) as adopted by the European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective
for the first time in this period that would be expected to have a
material impact on the company.
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value.
The Directors are of the opinion that the financial information
should be prepared on a going concern basis, in the light of the
Company's financial resources.
These condensed interim financial statements for the six months
ended 31 August 2023 and 28 February 2022 are unaudited and do not
constitute full accounts. The comparative figures for the period
ended 28 February 2023 are extracted from the 2023 audited
financial statements. The independent auditor's report on the 2023
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 August 2023 interim report can be found on the
Company's website at www.fandangoholdingsplc.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.
2. Earnings per share
Basic earnings 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 Period ended
28 February 28 February 28 February
2022 2021 2023
GBP GBP GBP
(unaudited) (unaudited) (audited)
(Loss) / profit for
the period (109,785) 43,943 (141,320)
Weighted average number
of
shares - basic 134,002,000 134,002,000 134,002,000
Weighted average number
of
shares - diluted 134,002,000 134,002,000 134,002,000
-------------- -------------- --------------
Basic and diluted
earnings per share
(pence) (0.08p) 0.03p (0.11p)
-------------- -------------- --------------
3. Share Capital
As at As at As at
31 August 28 February 28 February
2023 2022 2023
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
134,002,000 Ordinary shares
of GBP0.001 each 134 134 134
-------------- -------------- --------------
4. 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.
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END
IR FLFLILLLDFIV
(END) Dow Jones Newswires
November 28, 2023 02:00 ET (07:00 GMT)
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