TIDMPNPL
RNS Number : 6159N
Pineapple Power Corporation PLC
30 September 2021
30 September 2021
Pineapple Power Corporation Plc / Index: LSE / Epic : PNPL /
Sector: Utilities
Pineapple Power Corporation Plc ("Pineapple" or "the Company")
Interim Results
Pineapple Power Corporation Plc, a special purpose acquisition
company, is pleased to present its interim unaudited results for
the six-month period ended 30 June 2021.
Highlights:
-- Subsequent to the period end, Pineapple entered into a
non-binding heads of terms agreement with the shareholders of BVP
Investments Limited ("BVP"), an Irish fund management company
headquartered in Dublin, to acquire 100% of the outstanding shares
in BVP in an all share transaction, subject to legal, financial and
other due diligence and entry into a legally binding sale and
purchase agreement. At this time, Pineapple and BVP have appointed
lawyers, accountants and corporate finance advisors in the Republic
of Ireland and the UK to enact due diligence and preparation of the
contractual documentation to progress the transaction. BVP
Investments Ltd is regulated by the Central Bank of Ireland and
holds investments in clean, renewable energy and associated green
technology companies of promise. As no binding agreement has yet
been reached, the Company cannot guarantee that the proposed
transaction will complete. Pineapple was formed as a "cash shell"
with a specific focus on acquisitions in the clean and renewable
energy energy sectors, as outlined in its prospectus published on
21 December 2020, which can be found on the Company's website -
http://www.pineapple-powercorp.com/investors
-- Since listing, Pineapple has carefully maintained a
significant cash position in order to retain adequate funds to
address the potentially substantial costs of an RTO transaction.
Cash balance at the end of the period - GBP930,035.
Chairman's Statement
I am pleased to present the Company's interim unaudited
financial statements to shareholders for the six months ended 30
June 2021.
The period under review was extremely busy and productive and
focused on the search and identification of a suitable reverse
takeover candidate which culminated in the identification of BVP
Investments Limited. Since the initial announcement and suspension
of trading of the Company's shares on August 17 2021, we have been
engaged with the complexities of progressing the reverse takeover
transaction. This process is now underway and we hope to
substantially advance the transaction during the next few months.
We will make further announcements concerning our progress in due
course. We are grateful for the support of our numerous
shareholders, as we work to conclude matters.
Financial Review
For the six months to 30 June 2021, the Company reports a net
loss of GBP238,797 (2019: GBP35,748). During the six months to 30
June 2021, the Company continued its strict financial discipline,
incurring a net operating cash inflow of GBP902,240 (2020: outflow
GBP15,807). The Company held cash at 30 June 2021 of
GBP930,035 (2019: GBP5,281).
Directors
The following directors have held office during the period:
Claudio Morandi Andrew Holland
Corporate Governance
The UK Corporate Governance Code (July 2018) ("the Code"), as
appended to the Listing Rules, sets out the Principles of Good
Corporate Governance and Code Provisions which are applicable to
listed companies incorporated in the United Kingdom. As a standard
listed company, the Company is not subject to the Code, but the
Board recognises the value of applying the principles of the Code
where appropriate and proportionate and has endeavoured to do so
where practicable.
Responsibility Statement
The Directors are responsible for preparing the Unaudited
Interim Condensed Financial Statements in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority ("DTR") and with International Accounting
Standard 34 on Interim Reporting ("IAS 34"). The
directors confirm that, to the best of their knowledge, this
condensed interim report has been prepared in accordance with IAS
34 as adopted by the European Union. The interim management report
includes a fair review of the information required by DTR 4.2.7 and
DTR 4.2.8, namely:
-- an indication of important events that have occurred during
the six months ended 30 June 2021 and their impact on the condensed
financial statements for the period, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
-- related party transactions that have taken place in the six
months ended 30 June 2021 and that have materially affected the
financial position of the performance of the business during that
period.
On behalf of the board
Claudio Morandi
Director
30 September 2021
PINEAPPLE POWER CORPORATION PLC
Interim Statement of Comprehensive Income (Unaudited) For the six months ended 30 June 2021
Six months Six months Year ended
ended 30 ended 30 June 31 December
Notes June 2020 2020
2021 Unaudited Audited
Unaudited
GBP GBP GBP
Revenue - -
-
Administrative expenses
Operating loss
Interest receivable
Loss on ordinary
activities
before taxation
Income tax expense
Loss for the period
Other comprehensive
income
/ (loss) Total
comprehensive
loss for the period
attributable
to equity holders
Loss per share (basic and
diluted) attributable to
equity holders (p)
(238,840) (35,748) (91,367)
(238,840) (35,748) (91,367)
43 - -
3 (238,798) (35,748) (91,367)
- - -
(238,797) (35,748) (91,367)
- - -
(238,797) (35,748) (91,367)
4 (0.0064)p (0.0027)p (0.0062)p
The income statement has been prepared on the basis that all
operations are continuing operations.
PINEAPPLE POWER CORPORATION PLC
Interim Statement of Financial Position (Unaudited) As at 30 June 2021
At Un At 31
30 June At 30June December
2021 2020 2020
audited Unaudited Audited
Notes GBP GBP GBP
Fixed Assets
Equipment 1,523 - -
Current assets
Prepayments and other
receivables Cash at bank
and in hand
TOTAL ASSETS
Current liabilities
Trade and other payables
TOTAL LIABILITIES
NET ASSETS/(LIABILITIES)
EQUITY
Share capital Share premium
Share based payment reserve
Retained loss
TOTAL EQUITY
3,621 - 1,191,828
930,035 5,281 27,795
933,656 5,281 1,219,623
935,179 5,281 1,219.623
-----------
31,374 79,390 195,471
31,374 79,390 195,471
903,805 (74,109) 1,024,152
-----------
5 597,362 135,002 573,672
5 781,908 - 687,148
28,062 - 28,062
(503,527) (209,111) (264,730)
903,805 (74,109) 1,024,152
-----------
Statements of changes in equity (Unaudited) For the six months ended 30 June 2021
Share Share Share Retained
Capital Premium Based Loss TOTAL
Account Payment
Reserve
GBP GBP GBP GBP GBP
Balance at 31
December
2019 Issue of new
shares
Transaction costs
Issue of warrants
Total
comprehensive loss
for the year
Balance at 31
December
2020
Issue of new
shares
Total
comprehensive loss
for the period
Balance at 30 June
2021 135,002 - - (173,363) (38,361)
438,670 877,340 - - 1,316,010
- (162,130) - - (162,130)
- (28,062) 28,062 - -
- - - (91,367) (91,367)
--------------------- ------------------------ ------------------ ---------- ----------------
573,672 687,148 28,062 (264,730) 1,024,152
23,690 94,760 - - 118,450
- 597,362 - 781,908
(238,797) (238,797)
(503,527) 903,805
28,062
--------------------- ------------------------ ------------------ ---------- ----------------
Statement of cash flow (Unaudited) For the six months ended 30 June 2021
Cash flows from operating activities
Loss for the period
Adjustments for:
Depreciation
Operating cashflow before working capital movements Decrease /
(increase) in prepayments and other receivables Increase /
(decrease) in other payables and accruals
Net cash flow from operating activities
Investing activities
Purchases of equipment (1,818) - -
--------- -------- -----------
Net cash used in investing activities (1,818) - -
-------- -----------
Financing activities
Net proceeds from issue of ordinary shares 118,450 - 112,318
--------- -----------
Net cash generated from financing activities 118,450 - 112,318
--------- -----------
Net Increase in cash and cash equivalents 902,240 (15,807) 6,707
Cash and cash equivalents at beginning
of the period 27,795 21,088 21,088
--------- --------- ----------
Cash and cash equivalents at end of the
period 930,035 5,281 27,795
--------- ----------
1 General information
Pineapple Power Corporation Plc (the "Company") looks to
identify potential companies, businesses or asset(s) that have
operations in the clean and renewable energy sector.
The Company is domiciled in the United Kingdom and incorporated
and registered in England and Wales, with registration number
09081452.
The Company's registered office is Studio 16, Cloisters House, 8
Battersea Park Road, London SW8 4BG.
Accounting policies
2 The principal accounting policies applied in preparation of
these consolidated financial statements are set out below. These
policies have been consistently applied unless otherwise
stated.
Basis of preparation
The interim unaudited financial statements for the period ended
30 June 2021 have been prepared in accordance with IAS 34 Interim
Financial Reporting. This interim financial information is not the
Company's statutory financial statements and should be read in
conjunction with the annual financial statements for the period
ended 31 December 2020, which have been prepared in accordance with
International Financial Reporting Standards (IFRS) and have been
delivered to the Registrars of Companies. The auditors have
reported on those accounts; their report was unqualified, did not
include references to any matters which the auditors drew attention
by way of emphasis of matter without qualifying their report and
did not contain statements under section 498 (2) or (3) of the
Companies Act 2006.
The interim financial information for the six months ended 30
June 2021 is unaudited. In the opinion of the Directors, the
interim financial information presents fairly the financial
position, and results from operations and cash flows for the
period.
The Directors have made an assessment of the Company's ability
to continue as a going concern and are satisfied that the Company
has adequate resources to continue in operational existence for the
foreseeable future. The Company, therefore, continues to adopt the
going concern basis in preparing its consolidated financial
statements.
The financial information of the Company is presented in British
Pounds Sterling (GBP).
Critical accounting estimates and judgements
The preparation of interim financial information requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities and the reported amounts of
income and expenses during the reporting period. Although these
estimates are based on management's best knowledge of current
events and actions, the resulting accounting estimates will, by
definition, seldom equal related actual results.
In preparing the interim financial information, the significant
judgements made by management in applying the Company's accounting
policies and the key sources of estimation uncertainty were the
same as those that applied to the financial statements for the year
ended 31 December 2021.
Income tax expense
3 No tax is applicable to the Company for the six months ended
30 June 2021. No deferred income 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.
4 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.
Weighted average Per-share
Earnings number of shares amount
pence
GBP unit
Loss per share attributed
to ordinary shareholders (238,797) 37,575,091 (0.0064)p
5 Share capital
Number
of shares Share Share
in issue capital premium Total
GBP GBP GBP
57,367,211 573,672 687,148 1,260,820
2,369,000 23,690 94,760 118,450
------------ -------------- --------- -----------
Balance at 31 December 2020
Movements during the period
Balance at 30 June 2021 59,736,211 597,382 791,908 1,379,270
============ ============== ========= ===========
The Company has one class of ordinary share which carries no
right to fixed income.
6 Share Options
On 5 February, 2021 a total of 6,000,000 options were awarded to
Directors and Advisors involved in the continuing advancement of
the Company's goal to complete a reverse take-over transaction in
the renewable energy sector. The options vest and are exercisable 6
months from the date of grant and expire in two years from the date
of grant. The exercise price is 11p per Ordinary Share.
7 Related party disclosures
Remuneration of directors and key management personnel
The remuneration of the Directors during the six-month period to
30 June 2021 amounted to GBP24,000 (30 June 2020: GBPNIL).
Shareholdings in the Company
Shares and options held by the Directors of the Company.
Mr Claudio Morandi Mr Andrew Holland
Balance at 30 June 2021
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END
IR SDMFISEFSEFU
(END) Dow Jones Newswires
September 30, 2021 11:28 ET (15:28 GMT)
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