TIDMBASK
RNS Number : 8421E
Baskerville Capital PLC
03 March 2020
BASKERVILLE CAPITAL PLC
("Baskerville" or "the Company")
Interim Report for the period ended 31 December 2019
Baskerville (BASK) announces its unaudited interim financial
results for the six months ended 31 December 2019.
-- Loss of GBP 83,790
-- Cash balances of over GBP1.4m at period end
Post period end, on 27 January 2020, Baskerville announced the
completion of the acquisition of a 7.83% shareholding in Oberon
Investments Limited ('Oberon') for GBP850,640 in cash
('Investment'), together with a commitment to subscribe for a
further GBP350,945 worth of Oberon shares by no later than 30 April
2020.
Oberon is the holding company of MD Barnard & Co Limited
(trading as Oberon Investments), an FCA regulated fund manager. The
Investment has been made by Baskerville to assist Oberon in funding
and accelerating its acquisition strategy.
In addition to the Investment, Baskerville and Oberon have
entered into non-legally binding heads of agreement providing for
the acquisition by Baskerville of the entire issued share capital
of Oberon not already owned by it ('Proposed Acquisition'). The
purchase price of the Proposed Acquisition will be satisfied by the
allotment and issue to the sellers of Oberon of new ordinary shares
in Baskerville.
The Proposed Acquisition is subject to legal, financial and
other due diligence and entry into a legally binding agreement. As
no binding agreement has been reached, the Company cannot guarantee
that the Proposed Acquisition will complete.
As Baskerville is a cash shell, the Investment is deemed to be a
reverse takeover under the Listing Rules. As a result, the
Company's shares were suspended on 27 January 2020, pending the
publication of a prospectus.
Rodger Sargent, Chairman of Baskerville said: "Oberon has made
tremendous progress in the last two years. We are delighted to
become part of their success, with this initial investment and
agreement to acquire Oberon.
"We believe Oberon can consolidate the booming yet disparate and
fragmented UK small fund manager market. Becoming a quoted entity
through this reverse acquisition will give Oberon access to the
capital markets, accelerating its ambitions of becoming one of the
UK's pre-eminent small fund managers.
"We will update as soon as possible with developments of the
Proposed Acquisition and re-listing, which we aim to complete in Q2
2020."
For information please contact:
Baskerville Capital www.baskcap.com
plc
Rodger Sargent via Walbrook PR
Walbrook PR Ltd Tel: 020 7933 8780 or baskerville@walbrookpr.com
Paul McManus / Nick
Rome
BASKERVILLE CAPITAL PLC
INTERIM REPORT
FOR THE PERIODED 31 DECEMBER 2019
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the unaudited interim results for the
period ended 31 December 2019. During this interim period,
Baskerville recorded a loss of GBP83,790, being the running costs
of the Company. Cash assets at period end were over GBP1.4 million
with no debts.
Outlook
Post period end, on 27 January 2020 Baskerville announced the
completion of the acquisition of a 7.83% shareholding in Oberon
Investments Limited ("Oberon") for GBP850,640 in cash
("Investment"), together with a commitment to subscribe for a
further GBP350,945 worth of Oberon shares by no later than 30 April
2020.
Oberon is the holding company of MD Barnard & Co Limited
(trading as Oberon Investments), an FCA regulated fund manager. The
Investment has been made by Baskerville to assist Oberon in funding
and accelerating its acquisition strategy.
In addition to the Investment, Baskerville and Oberon have
entered into non-legally binding heads of agreement providing for
the acquisition by Baskerville of the entire issued share capital
of Oberon not already owned by it ('Proposed Acquisition'). The
purchase price of the Proposed Acquisition will be satisfied by the
allotment and issue to the sellers of Oberon of new ordinary shares
in Baskerville.
The Proposed Acquisition is subject to legal, financial and
other due diligence and entry into a legally binding agreement. As
no binding agreement has been reached, the Company cannot guarantee
that the Proposed Acquisition will complete.
On completion of the Proposed Acquisition, it is the Company's
intention to seek admission to trading on the NEX Exchange Growth
Market ('NEX') although the Company reserves the option to apply
for re-admission to the Standard segment of the Main Market or to
AIM.
As Baskerville is a cash shell, the Investment is deemed to be a
reverse takeover under the Listing Rules. As a result, the
Company's shares were suspended on 27 January 2020, pending the
publication of a prospectus.
The Company is working to complete the Proposed Acquisition and
re-listing as soon as possible.
Rodger Sargent
Chairman
3 March 2020
BASKERVILLE CAPITAL PLC
INTERIM STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31 DECEMBER 2019
Unaudited period Unaudited period
to 31 December to 31 December
2019 2018
Notes GBP GBP
Revenue 2 - -
------------------- -------------------
Gross profit -
General & administrative
expenses (85,953) (57,178)
------------------- -------------------
Loss from operations before
interest (85,953) (57,178)
Interest income 2,163 4,032
-------------------- --------------------
Loss before tax (83,790) (53,146)
Tax - -
--------------------- ---------------------
Retained Loss after tax
for the period (83,790) (53,146)
============= =============
Retained loss attributable
to:
Owners of the company (83,790) (53,146)
------------------- -------------------
Loss for period (83,790) (53,146)
============= =============
Total comprehensive loss
attributable to:
Owners of the company (83,790) (53,146)
--------------------- ---------------------
Total comprehensive loss
for the period (83,790) (53,146)
============= =============
Loss per share
Basic and diluted (pence) 3 (0.18) (0.11)
============= =============
BASKERVILLE CAPITAL PLC
INTERIM STATEMENT OF FINANCIAL POSITION
FOR THE PERIODED 31 DECEMBER 2019
Unaudited as Unaudited as at
at 31 December 31 December 2018
2019
Notes GBP GBP
ASSETS
Current assets
Cash and cash equivalents 1,420,484 1,538,260
----------------------- -----------------------
TOTAL CURRENT ASSETS 1,420,484 1,538,260
CURRENT LIABILITIES
Trade and other payables (13,314) (194)
------------------------ ------------------------
TOTAL NET ASSETS 1,407,170 1,538,066
============ ============
Share capital 4 239,000 239,000
Share premium reserve 1,467,894 1,467,894
Share option reserves 53,252 53,252
Retained loss (352,976) (222,080)
------------------------ ------------------------
TOTAL EQUITY 1,407,170 1,538,066
============ ============
BASKERVILLE CAPITAL PLC
INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2019
For the period ended from 1 July to 31
December 2019
Share Share
Share premium Option Retained Total
capital account Reserve loss equity
GBP GBP GBP GBP GBP
As at 1 July 2019 239,000 1,467,894 53,252 (269,186) 1,490,960
Loss for the period - - - (83,790) (83,790)
Balance at 31
December 2019 239,000 1,467,894 53,252 ( 352,976) 1,407,170
======== ========== ======= =========== ==========
For the period ended from 1 July to 31
December 2018
Share Share
Share premium Option Retained Total
capital account Reserve loss equity
GBP GBP GBP GBP GBP
As at 1 July 2019 239,000 1,467,894 53,252 (168,934) 1,591,212
Loss for the period - - (53,146) (53,146)
Balance at 31
December 2019 239,000 1,467,894 53,252 (222,080) 1,538,066
======== ========== ======= ========== ==========
BASKERVILLE CAPITAL PLC
INTERIM STATEMENT OF CASH FLOW
FOR THE PERIOD ENDED 31 DECEMBER 2019
Unaudited period Unaudited period
to 31 December to 31 December
2019 2018
GBP GBP
Cash flow from operating activities
Loss for the period (83,790) (53,146)
------------------------- -------------------------
Operating cash flows before movements
in working capital (83,790) (53,146)
Interest income (2,163) (4,032)
Increase/(Decrease) in payables 76 (39,428)
Decrease in receivables 14,532 14,618
--------------------- ---------------------
Net cash outflow from operating activities (71,345) (81,988)
Cash flow from investing activities
Interest income 2,163 4,032
------------------------ ------------------------
Net cash flow from investing activities 2,163 4,032
------------------------ ------------------------
Net cash outflow for the period (69,182) (77,956)
---------------------- ----------------------
Cash and cash equivalents at start of
period 1,489,666 1,616,216
----------------------- -----------------------
Cash and cash equivalents at end of
period 1,420,484 1,538,260
============ ============
BASKERVILLE CAPITAL PLC
NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2019
1. BASIS OF PREPARATION
The interim financial statements have been prepared on a going
concern basis and in accordance with the recognition and
measurement principles of International Financial Reporting
Standards adopted for use in the European Union ("IFRS"). The
interim financial statements for the period ended 31 December 2019
have not been audited and do not constitute statutory accounts
within the meaning of Section 434 of the Companies Act 2006. This
Interim Financial Report was approved by the Board of Directors on
2(nd) March 2020.
Statement of compliance
These condensed consolidated interim financial statements have
been prepared in accordance with International Accounting Standard
('IAS') 34 - Interim Financial Reporting as adopted by the European
Union. Accordingly, the interim financial statements do not include
all of the information or disclosures required in the annual
financial statements.
2. ACCOUNTING POLICIES
The interim financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union. The interim financial statements
have been prepared using the measurement bases specified by IFRS
for each type of asset, liability, income and expense. The
measurement bases are more fully described in the accounting
policies below.
Going Concern
The directors have assessed the Company's position as at 31
December 2019 and consider it appropriate to prepare the financial
statements on a going concern basis. There are cash reserves of
over GBP1.4m which the directors consider sufficient to ensure that
the Company will be able to continue to meet its commitments as
they fall due for at least twelve months from the date of approval
of this interim financial report.
Expenses
All expenses are accounted for on an accruals basis and are
presented through the Statement of Comprehensive Income.
Taxation
Current taxation is the taxation currently payable on taxable
profit for the period.
Trade and other receivables
Trade and other receivables are recognised and carried at
original invoice value less an allowance for any uncollectible
amounts. An estimate for doubtful debts is made when collection of
the full amount is no longer probable. Bad debts are written off
when identified.
Cash and Cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits, together with other short- term, highly liquid
investments that are readily convertible into known amounts of cash
and which are subject to an insignificant risk of changes in
value.
Trade payables
Trade payables are initially measured at fair value and are
subsequently measured at amortised cost, using the effective
interest rate method.
Financial instruments
The Company's financial assets comprise cash and cash
equivalents.
The Company's financial liabilities comprise trade payables.
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Company becomes a
party to the contractual provisions of the instruments.
Equity
Equity comprises the following:
"Share capital" represents the nominal value of equity
shares.
"Share premium" represents the excess over nominal value of the
fair value of consideration received for equity shares, net of
expenses of the share issue.
"Retained losses" represents cumulative net gains and losses
recognised in the Statement of Comprehensive Income
3. TURNOVER AND SEGMENTAL ANALYSIS
All of the Company's activity and income and expenses in the
period ended 31 December 2019 were incurred in the United Kingdom,
and relate to Baskerville's ongoing investment activities.
4. LOSS PER SHARE
The calculation of the basic and diluted earnings per share is
based on the following data:
2019 2018
Earnings GBP GBP
Earnings for the purpose of basic earnings per
share (83,790) (53,146)
----------- -----------
Number of shares
----------- -----------
Weighted average number of ordinary shares in
issue 47,800,000 47,800,000
----------- -----------
The denominator for the purpose of calculating the basic
earnings per share has been adjusted to reflect all capital
raisings.
5. SHARE CAPITAL Number of Nominal value Premium (net
of transaction
costs)
shares GBP GBP
a) Issued and Fully Paid:
As at 31 December 2018 and
2019 47,800,000 239,000 GBP1,467,494
============== ============ ============
The nominal value of the shares is GBP0.005.
The Company has 13,500,000 warrants in issue to the initial
shareholders and the directors exercisable at either 2.5 pence or
7.5 pence per share which expire on 2 2 September 2021.
6. AVAILABILITY OF INTERIM RESULTS
Copies of the Interim Results for the period to 31 December 2019
are available from the Company's registered address and will be
available on the Company's website, later today.
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
IR KXLBBBXLXBBZ
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March 03, 2020 04:37 ET (09:37 GMT)