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").


   --      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


-- 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


 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 


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


19 October 2021



                                                                               six months 
                                                                                31 August 
                                                                      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 


AS AT 31 AUGUST 2021

                                  As at 
                              31 August 
---------------------------  ---------- 
 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 
---------------------------  ---------- 



                                                           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 
===================================================  ===========  ==================  ===================  =========== 



                                                        Six months 
                                                         31 August 
---------------------------------------------------   ------------ 
 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 
----------------------------------------------------  ------------ 



   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 
                                                                                                  6 months ended 
                                                                                                  31 August 2021 
-----------------------------------------------------------------------------------------------  --------------- 
 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) Dow Jones Newswires

October 19, 2021 02:00 ET (06:00 GMT)

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