TIDMSPAQ
RNS Number : 4286P
Spinnaker Acquisitions PLC
19 October 2021
19 October 2021
Spinnaker Acquisitions plc
Interim Results for the six months ended 31 August 2021
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 six
months 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 GBP124,423 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:
http://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
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 six
months 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.
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
19 October 2021
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 31 AUGUST 2021
Unaudited
six months
ended
31 August
2021
Notes GBP
------------------------------------------------------------------- ------ ------------
Administrative expenses (124,438)
Other operating income 15
------------------------------------------------------------------- ------ ------------
Operating loss and loss before tax (124,423)
Tax on profit on ordinary activities -
Loss after taxation and total comprehensive income for the period (124,423)
------------------------------------------------------------------- ------ ------------
Loss per share
Basic loss per share (pence) 3 (2.56) p
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 (6,603)
Total current liabilities (6,603)
--------------------------- ----------
Net assets 1,971,580
--------------------------- ----------
Capital and reserves
Called up share capital 1,105,503
Share premium account 990,500
Retained earnings (124,423)
--------------------------- ----------
Total equity 1,971,580
--------------------------- ----------
UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 AUGUST 2021
Share Share
capital premium account Retained earnings T otal
GBP GBP GBP GBP
=================================================== =========== ================== =================== ===========
Balance at 1 March 2021 - - - -
=================================================== =========== ================== =================== ===========
Comprehensive loss for the period - - (124,423) (124,423)
Total comprehensive expense - - (124,423) (124,423)
--------------------------------------------------- ----------- ------------------ ------------------- -----------
Issue of share capital, net of share issue costs 1,105,503 990,500 - 2,096,003
Balance at 31 August 2021 1,105,503 990,500 (124,423) 1,971,580
=================================================== =========== ================== =================== ===========
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 AUGUST 2021
Unaudited
Six months
ended
31 August
2021
GBP
--------------------------------------------------- ------------
Cash flows from operating activities
Operating loss (124,423)
Operating cashflow before working capital changes (124,423)
Increase in receivables (13,751)
Increase in payables 6,603
---------------------------------------------------- ------------
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 SIX MONTHS ENDED 31 AUGUST 2021
1. Basis of preparation
The financial statements included in these interim accounts have
been prepared under the historical cost convention and in
accordance with International Financial Reporting Standards (IFRS).
No comparative information is presented as this is the first
reporting period of the Company.
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.
The interim accounts were approved by the Board of Spinnaker
Acquisitions plc on 19 October 2021. 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 and is unaudited.
2. Accounting policies
The principal accounting policies are:
Going concern
The interim financial statements have been prepared on the going
concern basis as, in the opinion of the Directors, at the time of
approving these interim financial statements, there is a reasonable
expectation that the Company will continue in operational existence
for the foreseeable future. The interim financial statements do not
include any adjustments that would result from the going concern
basis of preparation being inappropriate.
3. Loss per share
Unaudited
6 months ended
31 August 2021
GBP
----------------------------------------------------------------------------------------------- ---------------
Loss used for calculation of basic and diluted EPS (124,423)
----------------------------------------------------------------------------------------------- ---------------
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 loss per share: (2.56)
5. Distribution of Interim Report and Registered Office
A copy of the Interim Report will be available shortly on the
Company's website, http://www.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 ZVLFFFBLZFBD
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October 19, 2021 02:00 ET (06:00 GMT)
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