TIDMDVT
RNS Number : 3924X
daVictus plc
29 April 2019
29 April 2019
DAVICTUS PLC
("DAVICTUS" OR "THE COMPANY")
FINAL RESULTS FOR THE PERIODED 31 DECEMBER 2018
daVictus plc, (LSE: DVT), a company established to seek business
opportunities in the food and beverage sector in Asia, announces
its final audited results for the period ended 31 December
2018.
Highlights for the period:
- The Company has carried on in-depth discussion with shortlisted target companies
- Agreed to enter into non-binding conditional heads with
Typical Dutch N.V. ("TDNV") for a restaurant concept branded as
HAVANA Rolled Cigar Music Café (or simply "the HAVANA").
- The proposed transaction would constitute a reverse takeover
under the Financial Conduct Authority's Listing Rules.
- Sufficient funding in hand to support administration expenses and pre-acquisition cost
The financial information set out below does not constitute the
Company's statutory accounts for the period ending 31 December
2018. The financial information for 2018 is derived from the
statutory accounts for that year. The auditors, Crowe UK LLP, have
reported on the 2018 accounts. Their report was unqualified and did
not include a reference to any matters to which the auditors draw
attention by way of emphasis without qualifying their report. The
financial information for 2017 is derived from the statutory
accounts for that year.
The preliminary announcement has been prepared on the basis of
the accounting policies as stated in the financial statements for
the period ended 31 December 2018. The information included in this
preliminary announcement is based on the Company's financial
statements which are prepared in accordance with International
Financial Reporting Standards (IFRS). The Company expects to
publish full financial statements that comply with IFRS today.
The annual report and accounts is available on the Company's
website at: http://www.davictus.co.uk and in hard copy to
shareholders upon request to the Company Secretary, JTC Trust
Company Limited at daVictus plc, 28 Esplanade, St. Helier, JERSEY,
JE1 8SB
The annual report and accounts for the period ended 31 December
2018 has been uploaded to the National Storage Mechanism and will
be available for viewing shortly at
http://www.morningstar.co.uk/uk/NSM
For more information please contact:
daVictus plc
Robert Pincock +603 5613 3388
Chairman's Statement
Dear Valued Shareholders,
On behalf of the Board of directors, it is my privilege to
present the financial statements of daVictus Plc (the "Company" or
"daVictus") for year ended 31 December 2018.
This year the Company has carried on in-depth discussion with
shortlisted target companies and has agreed to enter into
non-binding conditional heads with Typical Dutch N.V. ("TDNV")
under which it is proposed that DaVictus acquires the intellectual
property rights in a restaurant concept currently owned by TDNV,
including their recipes, collection of Cuban/Havana graphics for a
restaurant concept branded as HAVANA Rolled Cigar Music Café (or
simply "the HAVANA").
The proposed transaction would constitute a reverse takeover
under the Financial Conduct Authority's Listing Rules. Accordingly,
trading in the ordinary shares of the Company on the London Stock
Exchange's main market for listed securities was suspended.
The Board strongly believe this acquisition of the HAVANA will
give a positive outlook to the Company and drive shareholder
returns. We will continue to oversee performance of our restaurant
franchise businesses closely, ensuring that the Company executes
its strategy with financial discipline and with integrity.
I look forward to the year ahead with gratitude to our
shareholders for their continued support.
Abd Hadi Bin Abd Majid
Chairman
29 April 2019
Operational and Financial Review
During the year, the Board went through comprehensive review of
several opportunities and shortlisted the companies for target
acquisition. Examples of those we investigated are as below:
1. A coffee chain based in Singapore, which had been running for
approximately 7 years and now operated 15 outlets in Singapore. The
chain imported and roasted all of their own beans and therefore
could be considered an artisanal operation. Initial discussions
regarding the establishment of potential franchises in Thailand and
Vietnam had taken place.
2. A bar/restaurant chain established in Australia with over 60
venues and was looking to expand. The group had recently expanded
into Singapore and were potentially looking to enter into further
markets in Asia.
3. HAVANA Rolled Cigar Music Café ("the HAVANA"). , a
Cuban-themed restaurant concept currently owned by TDNV. TDNV
developed recipes, collection of Cuban/Havana graphics for a
restaurant concept branded, cigar, and Standard procedures of
operation. The Company was looking for an investor who is able to
roll out this Cuban-themed restaurant concept to Asia.
The Directors conducted feasibility analysis in these
opportunities and agreed to acquire HAVANA Rolled Cigar Music
Café's intellectual properties including restaurant concept brand
and Standard of Procedure. This provides a low cost entry into the
restaurant franchise business that comes complete with identifiable
history, culture, art and music settings
Financial risk management objectives and policies
The Company does not at present enter into any forward exchange
rate contracts or any other hedging arrangements. The main
financial risks arising from the Company's activities are cash flow
interest rate risk, liquidity risk, price risk (fair value) and
credit risk. The Board reviews and agrees policies for managing
each of these risks and they are summarised as:
Cash flow interest rate risk - the Company's exposure to the
risk of changes in market interest rates relates primarily to the
Company's overdraft accounts with major banking institutions.
The Company's policy is to manage its interest income, when
received, using a mixture of fixed and floating rate deposit
accounts.
Liquidity risk - the Company raises funds as required on the
basis of budgeted expenditure and inflows. When funds are sought,
the Company balances the costs and benefits of equity and debt
financing. When funds are received, they are deposited with banks
of high standing in order to obtain market interest rates.
Price risk - the carrying amount of the following financial
assets and liabilities are approximate to their fair value due to
their short term nature: cash accounts, accounts receivable and
accounts payable.
Credit risk - with respect to credit risk arising from other
financial assets of the Company, which comprise cash and time
deposits and accounts receivable, the Company's exposure to credit
risk arises from default of the counterparty, with a minimum
exposure equal to the carrying amount of these instruments. The
credit risk on cash is limited as cash is placed with substantial
financial institutions.
Statement of Comprehensive Income
for year ended 31 December 2018
Note Year ended Year ended
31 December 31 December
2018 2017
GBP GBP
Income
Interest Income 1,081 106
Administrative expenses (142,458) (141,854)
Operating loss and loss before
taxation 4 (141,377) (141,748)
Taxation 5 - -
Loss for the year (141,377) (141,748)
Loss per share
Basic and diluted (pence per
share) 6 (1.26) (1.26)
The notes to the financial statements form an integral part of
these financial statements
There is no other comprehensive income (2017: GBPnil).
Statement of Financial Position
as at 31 December 2018
Note As at As at
31 December 31 December
2018 2017
Assets GBP GBP
Current assets
Cash and cash equivalents 7 355,629 484,390
Total current assets 355,629 484,390
------------------ ------------------
Total assets 355,629 484,390
------------------ ------------------
Equity and liabilities
Capital and reserves
Stated capital 8 1,053,400 1,053,400
Retained loss (727,659) (586,282)
Total equity 325,741 467,118
------------------ ------------------
Liabilities
Current liabilities
Other payables 9 29,888 17,272
Total liabilities 29,888 17,272
------------------ ------------------
Total equity and liabilities 355,629 484,390
------------------ ------------------
The notes to the financial statements form an integral part of
these financial statements
Statement of Changes in Equity
For the year ended 31 December 2018
Stated capital Retained loss Total
GBP GBP GBP
As at 1 January 2018 1,053,400 (586,282) 467,118
Loss for the period - (141,377) (139,138)
--------------- -------------- ----------
Total comprehensive loss
for the period - (141,377) (139,138)
--------------- -------------- ----------
As at 31 December 2018 1,053,400 (727,659) 327,981
=============== ============== ==========
For the year ended 31 December 2017
Stated capital Retained loss Total
GBP GBP GBP
As at 1 January 2017 1,053,400 (444,534) 608,866
Loss for the period - (141,748) (141,748)
--------------- -------------- ----------
Total comprehensive loss
for the period - (141,748) (141,748)
--------------- -------------- ----------
As at 31 December 2017 1,053,400 (586,282) 467,118
=============== ============== ==========
The notes to the financial statements form an integral part of
these financial statements
Statement of Cash Flows
for the year ended 31 December 2018
Year ended Year ended
31 December 31 December
2018 2017
Note GBP GBP
Cash flow from operating activities
Operating loss (141,377) (141,748)
Changes in working capital
Increase/ (decrease) in trade and other
payables 12,616 (6,082)
Net cash used in operating activities (128,761) (147,830)
------------- -------------
Decrease in cash and cash equivalents (128,761) (147,830)
Cash and cash equivalents at beginning
of the period 484,390 632,220
Cash and cash equivalents at end of
the period 355,629 484,390
------------- -------------
The notes to the financial statements form an integral part of
these financial statements
Notes to the financial statements
1. General information
The Company was incorporated as a public company under the
Companies (Jersey) Law 1991 as amended on 1 January 2018 and had
not commenced substantive operations during the period under
review.
The registered office is 28 Esplanade, St. Helier, JERSEY, JE1
8SB. The Company has been formed to undertake one or more
acquisitions of businesses (either shares or assets) which operate
in or own Australian, European and/or North American food and
beverage ("Western F&B") eatery franchises in South East Asia
and/or the Far East.
The financial statements of the Company are presented in British
Pound Sterling ("GBP").
2. Summary of significant accounting policies
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
a) Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted for
use by the European Union, and effective, or issued and early
adopted, as at the date of these statements. The financial
statements have been prepared under the historical cost convention
as modified for financial assets carried at fair value.
At the date of authorisation of these financial statements,
certain new standards, amendments and interpretations to existing
standards have been published but are not yet effective, and have
not been adopted early by the Company. The Directors anticipate
that all of the pronouncements will be adopted in the Company's
accounting policies for the first period beginning on or after the
effective date of the pronouncement.
The Company has not early adopted amended standards and
interpretations which are currently in issue but not effective for
accounting periods commencing on 1 January 2019 as adopted by the
EU. The Directors do not anticipate that the adoption of standards
and interpretations will have a material impact on the Company's
financial statements in the periods of initial application.
b) Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the
Directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the Company for being
non-trading company.
2. Summary of significant accounting policies (continued)
c) Going concern
The financial statement have been prepared on a going concern
basis, which assumes that the Company will continue to be able to
meet its liabilities as they fall due for the foreseeable
future.
d) Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents.
e) Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheet date between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred income tax liabilities
are recognised in full for all temporary differences. Deferred
income tax assets are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences,
and carry-forward of unused tax credits and unused losses can be
utilised. The carrying amount of deferred income tax assets is
assessed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be
available to allow all or part of the deferred income tax asset to
be utilised. Unrecognised deferred income tax assets are reassessed
at each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to be recovered.
f) Financial assets
Financial assets are classified as either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
2. Summary of significant accounting policies (continued)
f) Financial assets (continued)
As at the balance sheet date, the Company holds financial assets
as loans and receivable.
g) Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the
Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or financial
liabilities measured at amortised cost.
Financial liabilities are classified as at fair value through
profit or loss if the financial liability is either held for
trading or it is designated as such upon initial recognition.
Other financial liabilities
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
h) Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
i) Segmental reporting
The Directors are of the opinion that the business comprises of
a single economic activity, that of an investment company.
Therefore the financial information of the single segment is the
same as that set out in the Company statement of comprehensive
income, Company statement of financial position, the Company
statement of changes to equity and the Company statement of Cash
flows.
3. Critical accounting estimates and judgements
The Company's nature of operations is to act as a special
purpose acquisition company. Thus significantly reduces the level
of estimates and assumptions required. The Directors do not
consider there to be any critical accounting estimates and
judgements that require to be separately reported.
4. Loss before income tax
The loss before income tax is stated after charging:
2018 2017
GBP GBP
Director emoluments 29,000 29,000
Fees payable to the Company's auditors
- Audit of the Company's financial
statements 9,000 11,000
Secretarial services fees 19,008 18,372
Professional fees 36,000 36,575
5. Income tax
The Company is not a "Financial Services Company" registered
under the relevant Jersey laws; or a specified utility company and
therefore it is subject to Jersey income tax at the general rate of
Nil percent. If the Company derives any income from Jersey
property, including development of land or quarrying, such income
will be subject to tax at the rate of 20 per cent. It is not
expected that the Company will derive any such income.
6. Loss per share
The calculation of loss per share is based on the following loss
and number of shares:
2018 2017
Loss for the year from continuing
operations (GBP) 141,377 141,748
Weighted average shares in issue (unit) 11,250,000 11,250,000
Loss per share (pence per share) 1.26 1.26
----------- -----------
Basic loss per share is calculated by dividing the loss for the
year from continuing operations of the Company by the weighted
average number of Ordinary Shares in issue during the year.
There are no potential dilutive shares in issue therefore the
diluted loss per share has not been calculated.
7. Cash and cash equivalents
2018 2017
GBP GBP
Bank accounts 355,629 484,640
--------- ---------
8. Stated capital
Number of
Ordinary Shares GBP
As at 1 January 2018 and 31 December
2018 11,250,000 1,053,400
9. Other payables
2018 2017
GBP GBP
Other creditors 17,331 6,954
Amount due to Director 318 318
Accruals 12,239 10,000
29,888 17,272
------- -------
Amounts due to a Director represents director's fees payable as
at the end of the reporting period. These amounts are interest free
and repayable on demand.
10. Directors' emoluments
The details concerning Directors' emoluments are as follow:
2018 2017
Name of Director GBP GBP
Robert Logan Pincock 15,000 15,000
Abd Hadi bin Abd Majid 10,000 10,000
Maurice James Malcolm Groat 4,000 4,000
There are no other employment benefits offered to the
Directors.
The Directors are considered to be the Company's key
management.
11. Financial instruments
The Company's principal financial instruments comprise cash and
cash equivalents and trade and other payables. The Company's
accounting policies and method adopted, including the criteria for
recognition, the basis on which income and expenses are recognised
in respect of each class of financial assets, financial liability
and equity instrument are set out in Note 3. The Company does not
use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
2018 2017
GBP GBP
Cash and cash equivalents 355,629 484,390
Financial liabilities measured at
amortised cost (29,888) (17,272)
a) Liquidity risk
The Company regularly reviews its major funding positions to
ensure that it has adequate financial resources in meeting its
financial obligations. The Company takes liquidity risk into
consideration when deciding its sources of funds.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Capital risk management
The Company defines capital as the total equity of the Company.
The Company's objectives when managing capital are to safeguard the
Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
d) Fair value of financial assets and liabilities
There are no material differences between the fair value of the
Company's financial assets and liabilities and their carrying
values in the financial information.
12. Staff costs
During year ended 31 December 2018, there were no staff costs,
as the Company, other than the Director's fees as disclosed in note
10. The Company employed no staff.
13. Related party transactions
Included within current liabilities is an amount of GBP318
(2017: GBP318) owing to Abd Hadi bin Abd Majid, a Director.
14. Subsequent events
On 31 January 2019, Bird & Bird LLP was engaged as the
Company's legal advisors to work with The Company on proposed
purchase of target companies, which will be a reverse takeover for
the purpose of the Listing rules of UKLA.
On 20 February 2019, the Company announced that it is proposing
to enter into non-binding conditional heads of terms with Typical
Dutch N.V. ("TDNV") under which it is proposed that daVictus
acquires the intellectual property rights in a restaurant concept
currently owned by TDNV. Accordingly, trading in the ordinary
shares of the Company on the London Stock Exchange's main market
for listed securities was suspended.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR GCGDSDXDBGCC
(END) Dow Jones Newswires
April 29, 2019 05:38 ET (09:38 GMT)
Davictus (LSE:DVT)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Davictus (LSE:DVT)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
