TIDMSPAQ
RNS Number : 7189P
Spinnaker Acquisitions PLC
20 October 2021
20 October 2021
Spinnaker Acquisitions plc
Correction: Interim Results for the period ended 31 August
2021
This is a correction of the interim results announcement
released inadvertently during system testing on 19 October 2021 at
07:00 under RNS Number 4286P. The correct announcement contains
additional accruals, the inclusion of the impact of
share-based-payments, the required Responsibility Statement and
expanded notes to the accounts. The full corrected announcement is
set out below.
Spinnaker Acquisitions plc ("Spinnaker Acquisitions",
"Spinnaker" or "the Company"), a company quoted on the London Stock
Exchange and formed for the purpose of undertaking an acquisition
or acquisitions of an interest in a company, business or asset
operating in the sustainability and/or energy transition sectors,
is pleased to announce its unaudited interim results for the period
ended 31 August 2021 ("the Period").
Highlights:
-- Company re-registered as a public company on 12 May 2021.
-- Raised GBP2,081,000 through a fund-raising amongst high net
worth and sophisticated investors and had shares admitted to
trading on LSE Standard List segment on 28 July 2021.
Financial:
-- The Company recorded a loss before tax of GBP186,325 and had
cash balances of GBP1,964,432 at the end of the period on 31 August
2021.
Post Period:
-- Addition of two new directors with investment of GBP65,000 in the Company.
-- Search for a suitable acquisition target underway.
For further information on the Company, visit: www. spaq
.co.uk
Enquiries
Spinnaker Acquisitions plc
Andrew Morrison (Non-Executive Chairman) Tel: +44 7980 878561
Stefania Barbaglio (PR & Investor Relations) Tel: +44 7949 690338
SI Capital Ltd (Company Broker)
Nick Emerson Tel: +44 (0) 1483 413 500
Jon Levinson Tel: +44 (0) 20 3143 0600
Cassiopeia Services Ltd (PR & Investor Relations)
Stefania Barbaglio Tel: +44 7949 690338
CHAIRMAN'S STATEMENT
Business Description and Review of the Period
Spinnaker Acquisitions Plc was incorporated as a private company
on 23 February 2021 and re-registered as a public company on 12 May
2021. Following the publication of its prospectus on 14 July 2021,
a total of 22,110,060 ordinary shares were on 28 July 2021 admitted
to the standard segment of the Official List and to trade on the
main market for listed securities of the London Stock Exchange
plc.
As detailed in its prospectus, the Company raised GBP65,003
prior to re-registration as a Plc and a further GBP2,081,000
through an Initial Public Offering ("IPO") fund-raising conducted
amongst High Net Worth and Sophisticated Investors. I and my fellow
directors are highly appreciative of the investors' response to the
IPO which has positioned the Company favourably as a clean cash
shell with a material cash resource to inject into a new business
in due course.
Since admission, the SPAQ team has turned its attention to the
search for a suitable acquisition target. Spinnaker has been set up
to help bridge an important funding gap that exists between a rich
universe of promising green technologies and businesses and the
'wall of ESG money' that we often hear about. We will be looking
out for real-world solutions that can have a measurable impact.
The summer months provided us with an opportunity to organise
the search, refine our criteria and start to interact with
candidate companies. The sustainability and energy transition
sectors are attracting strong public and investor interest, helping
to create an opportunity-rich environment with strong government
support. In these conditions, we can be highly selective and focus
on scalable opportunities that have demonstrated commercial
traction. As is so often the case with early-stage companies, it is
the quality of the incoming management team and their transaction
experience that differentiates between the good and the great - the
great being those good opportunities that offer lower execution
risk at transaction stage and beyond.
The summer months also saw the initiation of a review by the FCA
of certain elements of the UK listing regime. Entitled the Primary
Market Effectiveness Review, the consultation opened on 5 July and
closed on 17 September 2021. Amongst the proposals being consulted
on was an increase in the minimum market capitalisation for premium
and standard list segments. Whilst changes in the Listing Rules are
not expected to be announced until towards the end of the year, any
increase in the minimum market capitalisation could make it more
difficult for companies to follow in the footsteps of SPAQ as a
clean cash shell. Over time, it may also increase the relative
attractiveness of the Alternative Investment Market ("AIM") as a
destination for smaller companies seeking re-admission following a
reverse takeover ("RTO").
The Company does not plan to pay an interim dividend for the
period ended 31 August 2021.
Post-Period Review
Just after the period end, on 6 September 2021, we were very
pleased to welcome two new directors to the Board in Claudia
Stijlen and Stefania Barbaglio. Claudia brings valuable experience
and green economy delivery capacity to our screening and selection
of potential acquisition targets and by stepping up from adviser to
director, Stefania strengthens our ability to originate deals as
well as continuing to deliver her well-established PR and IR
expertise.
To further align interests with existing directors and those of
shareholders, Claudia and Stefania (through her company, Cassiopeia
Services Ltd) subscribed for 400,000 and 120,000 ordinary shares in
the capital of the Company respectively at a price of 12.5 pence
per share, raising a further GBP65,000 for the Company. The Company
granted Claudia and Stefania a warrant over one new ordinary share
in the capital of the Company for every two new shares subscribed
for. The warrants are exercisable at 20.0 pence per share and have
the same terms as for the warrants issued at admission and set out
in the prospectus.
Taking account of the total funds raised since inception and the
transaction and operating costs incurred, the cash balance on
Company account as at the current date is GBP1,987,195.14.
By increasing the size of the Board, the new appointments have
enabled the Company to constitute an Audit & Risk Committee
comprising independent non-executive directors Tony Harpur (Chair)
and Claudia Stijlen and a Remuneration Committee comprising Tony
Harpur (Chair) and Stefania Barbaglio. Nomination matters will
continue to be handled by the Board acting together. Alan Hume as
Finance Director is responsible for the preparation of the
financial statements.
The principal risks remain those set out in the prospectus dated
14 July 2021
As laid out in the prospectus, the directors and other SPAQ team
members will receive no cash fees for their ordinary duties prior
to completion of an acquisition. This policy, together with keeping
other operating costs to a minimum, is designed to reserve the
highest possible proportion of cash resources for investment in an
acquired business and therefore helping to maximise the return on
investment for all shareholders.
Upon successful completion of an acquisition, SPAQ team members
will share a success fee capped at GBP200,000, which will be
settled in equity.
Overall, I believe we can look back on a good start for the
Company. Trading in the Company's shares since admission has been
encouraging and the substantive subscription by new directors,
carried out at a premium to the IPO fund-raising, provided strong
validation of the cash shell model that we have established. I take
this opportunity to thank Hill Dickinson, SI Capital and PKF
Littlejohn for their important parts in our story to date and to
thank the whole SPAQ team for their enthusiasm and commitment of
time as well as money.
I look forward to providing further updates concerning the
acquisition search process.
Andrew Morrison
Chairman
20 October 2021
Responsibility Statement
We confirm that to the best of our knowledge:
-- the Interim Report has been prepared in accordance with
International Accounting Standards 34, Interim Financial Reporting,
as adopted by the EU; and
-- gives a true and fair view of the assets, liabilities,
financial position and profit/loss of the Group; and
-- the Interim Report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
set of interim financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year.
-- the Interim Report includes a fair review of the information
required by DTR 4.2.8R of the Disclosure and Transparency Rules,
being the information required on related party transactions.
-- The Interim Report was approved by the Board of Directors and
the above responsibility statement was signed on its behalf by:
Andrew Morrison
Chairman
20 October 2021
CONDENSED UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31 AUGUST 2021
Unaudited
Period
ended
31 August
2021
Notes GBP
------------------------------------------------------------------- ------ ----------
Administrative expenses (186,340)
Other operating income 15
------------------------------------------------------------------- ------ ----------
Operating loss and loss before tax (186,325)
Tax on profit on ordinary activities -
Loss after taxation and total comprehensive income for the period (186,325)
------------------------------------------------------------------- ------ ----------
Loss per share
Basic loss per share (pence) 3 (3.83) p
CONDENSED UNAUDITED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2021
Unaudited
As at
31 August
2021
GBP
--------------------------- ----------
Current assets
Other receivables 13,751
Cash and cash equivalents 1,964,432
Total current assets 1,978,183
--------------------------- ----------
Current liabilities
Trade and other payables (23,603)
Total current liabilities (23,603)
--------------------------- ----------
Net assets 1,954,580
--------------------------- ----------
Capital and reserves
Called up share capital 1,105,503
Share premium account 990,500
Share option reserve 44,902
Retained earnings (186,325)
--------------------------- ----------
Total equity 1,954,580
--------------------------- ----------
CONDENSED UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 31 AUGUST 2021
Share Share Share option
capital premium account reserve Retained earnings T otal
GBP GBP GBP GBP GBP
======================= =========== ================== ====================== ===================== =============
Balance at 1 March
2021 - - - - -
======================= =========== ================== ====================== ===================== =============
Comprehensive loss
for the period - - - (186,325) (186,325)
----------------------- ----------- ------------------ ---------------------- --------------------- -------------
Total comprehensive
expense - - - (186,325) (186,325)
----------------------- ----------- ------------------ ---------------------- --------------------- -------------
Issue of share
capital, net of
share issue costs 1,105,503 990,500 - 2,096,003
Share based payment
expense - - 44,902 - 44,902
----------------------- ----------- ------------------ ---------------------- --------------------- -------------
Balance at 31 August
2021 1,105,503 990,500 44,902 (186,325) 1,954,580
======================= =========== ================== ====================== ===================== =============
CONDENSED UNAUDITED STATEMENT OF CASH FLOWS
FOR THE PERIODED 31 AUGUST 2021
Unaudited
Period
ended
31 August
2021
GBP
--------------------------------------------------- ----------
Cash flows from operating activities
Operating loss (186,325)
Adjusted for:
Share based payment expense 44,902
Operating cashflow before working capital changes (141,423)
Increase in receivables (13,751)
Increase in payables 23,603
---------------------------------------------------- ----------
Net cash outflow from operating activities (131,571)
---------------------------------------------------- ----------
Financing activities
Net proceeds from share issues 2,096,003
Net cash inflow from financing activities 2,096,003
---------------------------------------------------- ----------
Net (decrease)/increase in cash in the period 1,964,432
Cash and cash equivalents at beginning of period -
--------------------------------------------------- ----------
Cash and cash equivalents at end of period 1,964,432
---------------------------------------------------- ----------
NOTES TO THE UNAUDITED INTERIM ACCOUNTS
FOR THE PERIODED 31 AUGUST 2021
1. Basis of preparation
The condensed financial statements included in these interim
accounts have been prepared under the historical cost convention
and in accordance with International Financial Reporting Standards
in conformity with the requirements of the Companies Act 2006
(IFRS).
The condensed consolidated interim financial information has
been prepared in accordance with International Accounting Standard
("IAS") 34 "Interim Financial Reporting" and presented in GBP.
The company was incorporated on 23 February 2021 and in July
2021 was admitted to Standard List of London Stock Exchange, the
period under review represents the first interim set of accounts.
The interim financial information for the period ending 31 August
2021 has not been audited. The interim financial report has been
approved by the Board on 20 October 2021.
No comparative information is presented as this is the first
reporting period of the Company.
The interim financial information for the six months ended 31
August 2021 does not constitute statutory accounts within the
meaning of section 434 of the Companies Act 2006.
The Company's business activities, together with the factors
likely to affect its future development, performance and position
are set out in this review. The financial position of the Company,
its cash flows and liquidity position are described in this
business review. As highlighted below, the Company meets its day to
day working capital requirements through its on-going cash
flows.
The principal accounting policies used in preparing these
interim accounts are those expected to be applied in the Company's
Financial Statements for the year ending 28 February 2022.
2. Accounting policies
The principal accounting policies adopted in the preparation of
these financial results are set out below.
Segment reporting
The Company is currently a cash shell and the directors believe
that there is no benefit to show any segmental reporting until a
new strategy is undertaken.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held
at call with banks. Bank overdrafts that are repayable on demand
and form an integral part of the Company's cash management are
included as a component of cash and cash equivalents for the
purpose of the cash flow statement.
Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of ordinary shares and share
options are recognised as a deduction from equity, net of any tax
effects.
Share premium
Share premium represents amounts received in excess of the
nominal value on the issue of share capital less any costs
associated with the issue of shares.
Taxation
Income tax payable is provided on taxable profits using tax
rates enacted or substantively enacted at the balance sheet
date.
Deferred taxation is provided in full, using the liability
method on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the
consolidated financial results. Deferred tax is determined using
tax rates (and laws) that have been enacted or substantively
enacted at the balance sheet date and are expected to apply when
the related balance sheet tax asset is realised or the deferred
liability is settled. Deferred income tax assets are recognised to
the extent that it is possible that future taxable profit will be
available against which temporary differences can be utilised.
Income tax is recognised in the consolidated income statement
except to the extent that it relates to items recognised directly
in equity, in which case it is recognised in equity.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
The Company makes estimates and assumptions concerning the
future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial period are discussed below.
Going concern basis of preparation
The Company has approximately GBP1.96 million cash at the period
end. The Directors have prepared the accounts on a going concern
basis as they consider that the company has adequate funding.
3. Earnings (Loss) per share
The basic earnings per share is calculated by dividing the
(loss)/profit attributable to the ordinary shareholders of the
Company by the weighted average number of Ordinary shares in issue
during the period, excluding Ordinary shares purchased by the
Company and held as treasury shares.
Unaudited
Period ended
31 August 2021
GBP
----------------------------------------------------------------------------------------------- ---------------
Loss used for calculation of basic and diluted EPS (186,325)
----------------------------------------------------------------------------------------------- ---------------
Weighted average number of ordinary shares in issue used for calculation of basic and diluted
EPS 4,860,929
Loss per share (pence per share)
Basic and diluted loss per share: (3.83)
There are no diluted earnings per share as the share warrants
and options currently in issue do not have a dilutive effect.
4. Share-based payments
Equity-settled share-based payments are measured at fair value
(excluding the effect of non-market based vesting conditions) at
the date of grant.
The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Company's estimate of
shares that will eventually vest and adjusted for the effect of
non-market based vesting conditions.
On 28 July 2021, 2,211,005 share options were granted with an
exercise price of GBP0.10 and an expiry period of 3 years.
On 28 July 2021, two tranches of share warrants were issued;
10,405,000 warrants at an exercise price of GBP0.20 with an expiry
period of 4 years and 500,000 warrants at an exercise price of
GBP0.10 with an expiry period of 3 years.
The fair value has been calculated using the Black-Scholes
valuation model. The assumptions used in the fair value calculation
were as follows:
Options Warrants Warrants
Date of grant 28 July 2021 28 July 2021 28 July 2021
Number 2,211,005 10,405,000 500,000
Exercise price (pence) 10 p 20 p 10 p
Risk free interest (%) 0.5% 0.5% 0.5%
Expected volatility (%) 50% 50% 50%
Expected life (years) 2.9 3.9 2 .9
The total share-based payment expense recognised in the income
statement for the period ended 31 August 2021 in respect of the
share options granted was GBP44,902.
5. Distribution of Interim Report and Registered Office
A copy of the Interim Report will be available shortly on the
Company's website, https://spaq.co.uk/ and copies will be available
from the Company's registered office, 8(th) Floor, The Broadgate
Tower, 20 Primrose Street, London, England, EC2A 2EW.
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END
IR PPGMWUUPGGAU
(END) Dow Jones Newswires
October 20, 2021 11:45 ET (15:45 GMT)
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