TIDMBERM

RNS Number : 8251U

Bermele PLC

31 July 2020

This announcement amends and replaces the announcement "Annual Report" made by Bermele plc on 31 July 2020 at 12.00pm under RNS Number: 6824U.

There was an error in Note 2.2 which stated "The Company had GBP490,988 cash as at 31 January 2020 and ongoing operational costs of circa GBP200,000 per annum providing significant headroom to fund costs associated with evaluating acquisitions and investments, including due diligence. On this basis, the Board considers the company to have sufficient resources to remain in operational existence for the foreseeable future."

The Note should have stated "The Company is an acquisition vehicle established to identify a reverse takeover target. Its initial funding is sufficient to finance its costs in identifying an appropriate target and negotiating terms of a possible acquisition.

The Company had GBP490,988 cash as at 31 January 2020 and ongoing operational costs of circa GBP200,000 per annum providing headroom to fund costs associated with evaluating acquisitions and investments, including due diligence. On this basis, the Board considers the company to have sufficient resources to remain in operational existence for the foreseeable future.

As set out in note 18, since the reporting date the Company has identified a possible acquisition target and committed to subscribing GBP250,000 to loan notes in the target. The Company's present financial resources are sufficient to fund that subscription.

Although the Company has signed a legally binding exclusivity agreement in relation to a possible acquisition, at the date of approval of these financial statements the possible acquisition is subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code. Should the possible acquisition proceed the acquisition will be entirely for shares with no cash consideration paid. The directors expect to fund professional and other fees and working capital funding for the of the Company as enlarged by the possible acquisition from existing resources and the proceeds of a further share placing at the time of the acquisition

Because the Company is not committed to the possible acquisition at the date of approval of these financial statements a detailed assessment of the funding requirement, should it proceed, has not been prepared.

The directors believe that such funds, should they be required, are likely to come from a further equity issue but at the date of the approval of these financial statements it is not certain that such funds will be available. This condition represents a material uncertainty which may cast doubt about the ability of the Company to continue as a going concern".

There was an error in Note 18 which stated "On 20 July 2020 the Company announced it has signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd. The shares are now suspended on the London stock exchange until a reverse takeover has been completed."

The Note should have stated "The economic environment has changed materially since the year end following the onset of the global COVID-19 pandemic. COVID-19 may impact the Company's ability to raise capital to fund acquisitions. However, The Directors are closely monitoring the commercial impact of the COVID-19 pandemic on the biotech & technology sector and will only propose compelling acquisitions after carrying out significant due diligence for securing capital. There are no operating issues prior to completing an acquisition as the Company maintains a significant cash balance. The Directors believe the company will maintain sufficient working capital to continue in operational existence and will have the ongoing support of its shareholders, if required, for the foreseeable future.

On 20 July 2020, the Company announced that it had signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd. ("East Imperial") for new shares in the Company. East Imperial is a Singapore incorporated company that designs, develops, formulates, manufactures, distributes and sells small batch blended premium mixers using all-natural ingredients and New Zealand artesian spring water.

Although the Company has signed a legally binding exclusivity agreement in relation to the proposed acquisition, at the date of approval of these financial statements the proposed acquisition is subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code.

The possible acquisition of East Imperial, if it proceeds, will constitute a Reverse Takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the Company. As such, the Company's Listing and ordinary shares were suspended (pursuant to Listing Rule 5.3.1) with immediate effect pending the publication of a prospectus and the application for the enlarged Company to have its ordinary shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

Also on 20 July 2020, the Company announced that it has entered into an agreement to subscribe for 250,000 Secured Convertible Loan Notes 2020 of GBP1 each with East Imperial (the "Loan Notes"). Under the terms of the Loan Notes, Bermele has the right to convert the Loan Notes into shares in East Imperial at a 40% discount to the price of a change of control event, such as the proposed acquisition. The proceeds of the Loan Notes are to be used for general working capital purposes to support East Imperial's strategy in the short term. In the event that the Acquisition does not proceed, the Loan Notes are repayable at Bermele's election after 12 months, with an accrued interest rate of 5% per annum. The loan notes are secured against the assets of East Imperial."

The amended announcement is set out in full below:

 
For Immediate Release  31 July 2020 
 

Bermele plc

("Bermele" or the "Company")

Annual Report

Bermele plc announces its audited final results for the year ended 31 January 2020. A full pdf version of the Annual Financial Report 2020 will be available for download from the Document Center on the Company's website (www.bermele.com).

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

Enquiries:

 
Bermele Plc                +44 (0) 20 3475 9760 
 Toby Hayward               info@bermele.com 
Novum Securities Limited 
 Colin Rowbury             +44 (0) 20 7399 9400 
 

Chairman's Statement

I am pleased to present the audited financial statements to shareholders of Bermele Plc (the "Company") for the year ended 31(st) January 2020.

Financial Review

The Company was formed for the purpose of acquiring a business or businesses operating in the pharmaceutical and biotechnology sectors. The Acquisition, of either the assets, or the share capital, of a target company, will be treated as a Reverse Takeover and in order to maintain its listing the enlarged group would be required to apply to have its shares re-admitted to the Official List and trading on the Main Market of the London Stock Exchange. During the period, the Company evaluated and considered several businesses for acquisition or investment.

At the General Meeting held on the 13 February 2020, alongside a successful placing to raise GBP200,000, shareholders authorised the Board to pursue acquisitions outside of the biotechnology and pharmaceutical sector.

I am delighted that on the 20 July the Company announced it has signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd. ("East Imperial"), entered into a convertible loan with East Imperial and a legally binding Exclusivity Agreement to facilitate concluding the proposed Acquisition.

The Company incurred a loss for the year ended 31 January 2020 of GBP638,557. The loss for the period results from the on-going administrative expenses of GBP370,262 reflecting the ongoing administration costs of being listed, one-off costs of GBP176,135 incurred for the Admission to the Official List and the London Stock Exchange of GBP57,847.

The Board continues to prudently manage its cash flow and has minimised ongoing operating costs in light of the Acquisition. At the period end the Company had cash of approximately GBP490,988 (prior to the Placing).

Board Changes

On 13 August 2019 the company added a broader skill set to the Board with the appointment of Anthony Henry Reeves as a Non-Executive Director of the Company. He has a wealth of domestic and international experience as a director and chairman, specialising in organic growth and strategic acquisitions across a number of sectors including staffing, healthcare and technology.

Toby Hayward

Non-Executive Chairman

31 July 2020

Strategic Review

The Directors present the Strategic Report of Bermele Plc for the Year ended 31 January 2020.

Review of Business in the Period

Operational Review

The Company's principal activity is set out in the Directors' Report on page 11.

The Company was incorporated in England and Wales on 20 September 2017 as a public limited company under the Companies Act with registered number 10973102 .The Company's LEI is 213800NL4ICLKYSYU749.

On incorporation, 10,000,000 Ordinary Shares were issued at the par value of GBP0.001 each. On 25 July 2018, the Company issued a further 90,000,000 Ordinary Shares at a par value of GBP0.001 each. On 9 May 2019, a further 99,999,999 Ordinary Shares of 0.1p each on the standard list raising estimated net proceeds of GBP 916,450.

Bermele PLC was formed for the purpose of acquiring a business or businesses operating in the pharmaceutical and biotechnology sector. The Company looked to acquire a target company with products and technology already at a stage of research and development that will add value to the Company.

Anthony Reeves joined the Company in August 2019. He has a wealth of domestic and international experience as a director and chairman, specialising in organic growth and strategic acquisitions across a number of sectors including staffing, healthcare and technology.

Since Admission, the Company has evaluated several potential acquisitions which were deemed unsuitable due to either the outlook and/or the consideration being sought by the vendors. The Board has subsequently agreed Heads of Terms on a potential acquisition and will update the market on progress when appropriate.

Business Strategy and Execution

The Directors believe that opportunities exist to acquire one or more existing businesses, ideally with significant intellectual property across a broad range of sectors, as technological advances enable the development of new products and services.

The Directors have focused on companies with products and technology already at a stage of research and development that will add value to the Company.

Acquisition Strategy

The Company has been formed to undertake the Acquisition of a business or businesses across a broad range of sectors. The Company may seek to simultaneously acquire one or two businesses that have complementary products or technology in order to create one larger company.

In selecting acquisition opportunities to review, the Board focuses on businesses, assets and/or projects that are available at attractive valuations and hold opportunities to unlock embedded value.

Evaluating Acquisition Opportunities

Once an Acquisition target has been identified the Company will undertake a full due diligence process to assess the efficacy and robustness of the products and/or technology and a review of the business and its staff and key employees in order to be in a position to ensure the best possible outcome for the Company. The Directors intend to mitigate Acquisition risk by appropriate due diligence and transaction analysis.

The Board will conduct initial due diligence appraisals of potential businesses or projects and, where they believe further investigation is warranted, to appoint appropriately qualified personnel and professional advisers to assist. The Board believes it has a broad range of contacts through which it is likely to identify various opportunities that may prove suitable and believes its expertise will enable it to determine quickly which opportunities could be viable and so progress quickly to formal due diligence as appropriate.

The Board proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate. Opportunities meeting the following criteria would be eligible for further evaluation:

   -       Sustainable technological advantage 
   -       Above average business potential 
   -       Sound intellectual property protection or potential for patenting 
   -       Clearly definable milestones for development 

It is possible the Board may consider Acquisitions that do not conform to all of the above framework. However, in all cases, opportunities should offer the ability for the shareholders of the Company to benefit from an acquisition through increased shareholder value (measured in terms of profitability, dividend income or increased share price) in the medium to long term.

Evaluation criteria will include:

   -       In-house expertise 
   -       Peer-reviewed literature 
   -       Investigating other companies developing related technologies 
   -       Identifying competitors 
   -       Understanding the competitive eco system 
   -       The commercialisation skills of management 

The above factors are not intended to be exhaustive. Any evaluation relating to the merits of a particular Acquisition will be based on the above factors as well as other considerations deemed relevant to the Company's business objective by the Board.

The Company's focus is to capitalise on the opportunities presented as a result of what the Board believe to be fundamental changes that are underway in certain sectors where innovative new products and technologies sustain growth and new development models to improve productivity. The Company is not bound by geographic location and will consider an acquisition outside the UK if it is in line with the outlined acquisition strategy.

Failure to make an Acquisition

The Company will update shareholders on the Company's progress via the regulatory news service as required and specifically by way of general meeting. Should an Acquisition not be announced by the second anniversary of Admission then the Company will hold a second general meeting to review the future of the Company as a special acquisition vehicle. At the general meeting the Board will seek approval of the shareholders by simple majority to either return the remaining funds to shareholders or continue to look for acquisition targets. In the event that it is decided to return the remaining funds to shareholders it is unlikely that the funds returned will be equal to any original investment made.

Events since the year end

On 20 July 2020 the Company announced it has signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd. The listing and trading in shares are now suspended from the London Stock Exchange until a reverse takeover has been completed. T he Board looks forward to progressing this transaction and providing further updates to shareholders in due course.

COVID-19

The economic environment has changed materially since the year end following the onset of the global COVID-19 pandemic. The United Kingdom and many countries across the world have imposed unprecedented restrictions on the movement of their population, leading to the suspension or closure of many businesses not deemed critical. However, the Directors do not believe that COVID-19 is having a material impact on the Company and they have initiated an Acquisition.

Financial review

Results for the period Ended 31 January 2020

The Company incurred a loss for the period ended 31 January 2020 of GBP 638,557 . The loss for the period results from: the on-going administrative expenses of GBP370,262 required to operate the Company; one-off listing & fund-raising costs of GBP 176,135 for setting-up the Company and costs incurred for UKLA and the London Stock Exchange of GBP 57,847.

Cash flow

Net cash inflow for 31 January 2020 was GBP 482,160 . This includes gross proceeds of GBP1,000,000 for the issue of 100,000,000 on the public offering on 9 May 2019 ordinary shares.

Key Performance Indicators

Other than continued monitoring and minimisation of all operating costs expenditure, there are no key performance indicators for the Year Ended 31 January 2020 as the Company has not completed an acquisition.

Position of Company's Business

As at 31 January 2020 the Company's Statement of Financial Position shows net assets totalling GBP 441,166 . The Company has minimal liabilities and is considered to have a strong cash position at the reporting date.

The Board contains personnel with a good history of running businesses that have been compliant with all relevant laws and regulations and there have been no instances of non-compliance in respect of environmental matters.

At present, there are three male and one female Directors in the Company. The Company has four Non- Executive Directors.

The Company ensures that its employment practices consider the necessary diversity requirements and compliance with all employment laws. The Board has experience in dealing with such issues and sufficient training and qualifications to ensure they meet all requirements.

The government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and the Board has adopted an anti-corruption and anti-bribery policy.

Principal Risks and Uncertainties

The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors consider the following risk factors are of particular relevance to the Company's activities although it should be noted that this list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply.

Risks/Uncertainties to the Company

 
 Issue                 Risk/Uncertainty                   Mitigation 
 No business track     The Company is a newly             The management team has 
  record.               formed entity with no              experience in acquiring, 
                        operating history and              investing in and/or managing 
                        although a number of               companies in various 
                        potential acquisition              different sectors. The 
                        opportunities are being            board between them have 
                        considered none of these           significant experience 
                        are in substantive negotiations    in various different 
                        and there is a risk that           sectors 
                        no acquisitions are completed 
                        or that acquisitions 
                        are completed which do 
                        not create value for 
                        shareholders. 
                      ---------------------------------  ----------------------------------- 
 The Company relies    The Company is dependent           The Non- Executive Directors 
  on the experience     on the Directors and               have been provided further 
  and talent of         employee(s) to identify            incentives if an acquisition 
  its management        potential acquisition              is completed, including 
  and advisers          opportunities and to               share options. This ensures 
                        execute an acquisition             alignment of the Board 
                        and the loss of the services       and employee(s) with 
                        of the Directors could             the long-term success 
                        materially adversely               of the business. 
                        affect the Company's 
                        strategy or ability to 
                        deliver upon it in a 
                        timely manner or at all. 
                      ---------------------------------  ----------------------------------- 
 The Company is        The Company may be unable          The Board is clear that 
  unable to complete    to complete an acquisition         all acquisitions and 
  any acquisitions      in a timely manner or              investments completed 
                        at all or to fund the              by the Company will provide 
                        operations of the target           substantial returns for 
                        business if it does not            shareholders which will 
                        obtain additional funding          support the funding requirements. 
                        following completion               If no such acquisitions 
                        of an acquisition.                 is identified by the 
                                                           2 second anniversary 
                                                           of listing, then a shareholder 
                                                           general meeting will 
                                                           decide the future of 
                                                           the Company's strategy. 
                      ---------------------------------  ----------------------------------- 
 Strategy              The Company currently              The Board has a clear 
                        has no assets producing            strategy and very experienced 
                        positive cash flow and             management team that 
                        its ultimate success               is highly motivated to 
                        will depend on the Directors'      deliver against the strategy. 
                        ability to implement               If the Board is unable 
                        the strategy outlined              to executive the strategy 
                        in its Prospectus, generate        due to unavailable acquisitions 
                        cash flow from the Company's       at the right price, the 
                        potential acquisition(s),          Company will consider 
                        and access equity and              the timely return of 
                        debt financing markets             funds to shareholders. 
                        as the Company grows 
                        and develops. Whilst 
                        the Directors' are optimistic 
                        about the Company's prospects, 
                        there is no certainty 
                        that anticipated outcomes 
                        and sustainable revenue 
                        streams will happen. 
                      ---------------------------------  ----------------------------------- 
 Raising funding       The Company may need               It is anticipated that 
                        to raise substantial               a reverse acquisition 
                        additional capital in              will take place and that 
                        the future to fund any             funds will be raised 
                        acquisition and future             for the enlarged business 
                        revenues, taxes, capital           in conjunction with the 
                        expenditures and operating         acquisition. The Company 
                        expenses will all be               monitors its cash requirements 
                        factors which will have            carefully and the net 
                        an impact on the amount            proceeds from the share 
                        of additional capital              issues in May 2019 have 
                        required. Any additional           been conserved as much 
                        equity financing may               as possible pending completion 
                        be dilutive to Shareholders.       of an acquisition. 
                      ---------------------------------  ----------------------------------- 
 COVID-19              COVID-19 may impact the            The Directors are closely 
                        Company's ability to               monitoring the commercial 
                        raise capital to fund              impact of the COVID-19 
                        acquisitions and working           pandemic and will only 
                        capital and could adversely        propose compelling acquisitions 
                        impact acquisitions                after carrying out significant 
                                                           due diligence for securing 
                                                           capital. 
                      ---------------------------------  ----------------------------------- 
 

Composition of the Board

A full analysis of the Board, its function, composition and policies, is included in the Governance Report on pages 16 to 19.

Capital structure

The Company's capital consists of Ordinary Shares which rank pari passu in all respects and which are traded on the Standard list of the Main Market of London Stock Exchange. There are no restrictions on the transfer of securities in the Ordinary Shares of the Company or restrictions on voting rights and none of the Ordinary Shares are owned or controlled by employee share schemes. There are no arrangements in place between shareholders that are known to the Company that may restrict voting rights, restrict the transfer of securities, result in the appointment or replacement of Directors, amend the Company's Articles of Association or restrict the powers of the Company's Directors, including in relation to the issuing or buying back by the Company of its shares or any significant agreements to which the Company is a party that take effect after or terminate upon, a change of control of the Company following a takeover bid or arrangements between the Company and its Directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that may occur because of a takeover bid.

Section 172 Statement

Under section 172 of the Companies Act 2006 ("Section 172"), a director of a company must act in a way that they consider, in good faith, and would most likely promote the success of the company for the benefit of its members as a whole, taking into account the non-exhaustive list of factors set out in Section 172.

Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section 172(1) in their decision making.

The Company, as a special purpose acquisition vehicle seeking an acquisition that: has yet to complete an acquisition; has one employees; and has a Board and business which came together in conjunction with the Company's listing on the Main Market, Standard Segment, in May 2019 (the" Admission"), has had relatively little interaction with its members and internal stakeholders during the Year ended to 31 January 2020 (the "Reporting Period").

It should be noted that due to the early stage of the Company's development, the Board also deems the Company's impact on external stakeholders to have been minimal during the Reporting Period. The Company's strategy is to acquire a business or businesses operating in the pharmaceutical and biotechnology sector. The Company will look to acquire a target company with products and technology already at a stage of research and development that will add value to the Company. The Company will have a wide range of internal and external stakeholders, relations with which the Board will take into consideration both as part of its pre and post-acquisition strategy.

Engagement with our members plays an essential role throughout our business. We are cognisant of fostering an effective and mutually beneficial relationship with our members. Our understanding of our members is factored into boardroom discussions and decisions regarding the potential long-term impacts of our strategic decisions.

Post the Reporting Period end, the Directors have continued to have regard to the interests of the Company's stakeholders, including the potential impact of its future activities and acquisition strategy on the community, the environment and the Company's reputation, when making decisions. The Directors also continue to take all necessary measures to ensure the Company is acting in good faith and fairly between members and is promoting the success of the Company for its members in the long term.

As outlined above, the Company did not retain any employees during the Reporting Period and therefore this Section 172 statement does not make reference to how we consider their interests. The Company will monitor the need to incorporate the interests of employees in its decision making as the Company grows.

The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests and how Bermele plc engages with them. Given the importance of stakeholder focus, long-term strategy and reputation to the Company, these themes are also discussed throughout this Annual Report.

 
 Stakeholder   Their interests                                       How we engage 
 Investors 
                *    Comprehensive review of financials               *    Regular reports and analysis on investors and 
                                                                           shareholders 
 
                *    Business sustainability 
                                                                      *    Annual Report 
 
                *    High standard of governance 
                                                                      *    Company website 
 
                *    Success of the business 
                                                                      *    Shareholder circulars 
 
                *    Ethical behaviour 
                                                                      *    AGM 
 
                *    Awareness of long-term strategy and direction 
                                                                      *    RNS announcements 
 
 
                                                                      *    Press releases 
              ----------------------------------------------------  ---------------------------------------------------- 
 Regulatory 
  bodies         *    Compliance with regulations                      *    Company website 
 
 
                 *    Company reputation                               *    RNS announcements 
 
 
                 *    Insurance                                        *    Annual Report 
 
 
                                                                       *    Direct contact with regulators 
 
 
                                                                       *    Compliance updates at Board Meetings 
 
 
                                                                       *    Consistent risk review 
              ----------------------------------------------------  ---------------------------------------------------- 
 Partners 
                 *    Business strategy                                *    Meetings and negotiations 
 
 
                 *    Application of acquisition strategy              *    Reports and proposals 
 
 
                                                                       *    Dialogue with third party stakeholders where 
                                                                            appropriate 
              ----------------------------------------------------  ---------------------------------------------------- 
 

The Section 172 statement should be read in conjunction with the full Strategic Report and the Company's Corporate Governance Statement.

Toby Hayward

Non-Executive Chairman

31 July 2020

Director's Report

Toby Hayward, 61, Non-Executive Chairman

Toby Hayward qualified as a Chartered Accountant with Touche Ross & Co in 1984 and subsequently held a number of senior equity capital market positions in London. Mr. Hayward is a Chartered Accountant and member of the Institute of Chartered Accountants of England and Wales.

Mr. Hayward was formerly Managing Director and Head of Corporate Broking at Jefferies International Limited, prior to this he was Head of Oil and Gas Equity Capital Markets at Canaccord Adams. He has also previously held the positions of Chairman and Non-Executive Director at Severfield plc and Non-Executive Director and Interim CEO at Afren plc.

Dr Susan (Sue) Thompson , 59, Non-Executive Director

Dr Sue Thompson completed an undergraduate degree (Kings College London) and research based Master's degree (University of Oxford) in the Life Sciences, prior to six years in Account Management at two major advertising agencies, contributing to product development, marketing and advertising for large pharmaceutical and consumer companies. She then returned to University to study Medicine and has been qualified as a Consultant Psychiatrist since 2003. Sue continues to practice medicine as a Consultant Psychiatrist, but also maintains a keen interest in business, as Director of both a property investment and a medical services company.

Derek Ward, 57, Non-Executive Director

Derek Ward was previously Executive Vice President, UK Markets & Strategic Relationships at Atos - a leading Business Consulting, Systems Integration and Managed Operations organization with worldwide annual revenues of more than EUR 10 billion . Derek reported directly to the Main Operating Board and was responsible for Strategic Relationships across all UK markets, from Financial Services, Health, Enterprise, Transport and Government.

Mr Ward provided leadership in the transformation of the UK business towards its goal of delivering a significant proportion of its revenues from transaction-based business services. In his role he also Chaired the UK Strategy Board, was the UK Executive sponsor of Sustainability and as the Worldwide Information Technology Partner for the Olympic Games, Derek was the UK Executive sponsor for London 2012.

Anthony Reeves, 80, Non-Executive Director

Mr. Reeves has a wealth of domestic and international experience as a director and chairman, specialising in organic growth and strategic acquisitions across a number of sectors including staffing, healthcare and technology. He was formerly a non-executive director of Levrett Plc which completed the successful acquisition of Nuformix Plc, by way of a reverse takeover in 2017.

Prior to this he held the position as non-Executive Chairman of The Kellan Group plc, the AIM listed recruitment business, until 2015 and prior to this, he was Chairman and chief executive officer of the Hotgroup plc until its acquisition in 2005. Previously, he was Chairman and chief executive officer of the Delphi Group plc until 2001 when it was acquired by Adecco SA. Before joining Delphi Group plc,

Mr Reeves was Chairman, President and chief executive officer of Lifetime Corporation, a recruitment agency staffing hospitals and construction projects primarily in the Middle East. He oversaw the reverse of Lifetime Corporation into a company listed on the American Stock Exchange in 1986 with revenues of $25 million, which grew to $1 billion in 1993. Mr Reeves oversaw the sale of Lifetime Corporation to Olsten for $660 million.

The Directors present their report with the audited financial statements of the Company for the year ended 31 January 2020. A commentary on the business for the year is included in the Chairman's Statement on page 3. A review of the business is also included in the Strategic Report on page 4.

Directors

The Directors of the Company during the period and their beneficial interest in the Ordinary Shares of the Company at 31 January 2020 were as follows:

 
 Director          Position                    Appointed    Ordinary shares 
----------------  ------------------------  ------------  ----------------- 
 Anthony Reeves    Non-Executive Director     13/09/2019          1,800,000 
 

Directors Unapproved Options

The following hold unapproved options (being non-tax advantaged options) to subscribe for the following numbers of Ordinary Shares at not less than 0.1 pence per Share:

 
 Director             Position                     Appointed    Ordinary shares 
-------------------  -------------------------  ------------  ----------------- 
 Toby Hayward         Non-Executive Chairman      17/04/2018          3,000,000 
 Dr Susan Thompson    Non- Executive Director     20/09/2017          5,000,000 
 Derek Ward           Non-Executive Director      17/04/2018          3,000,000 
 Anthony Reeves       Non-Executive Director      13/09/2019          4,000,000 
 

On the date the Company Shares were listed on the Official List and admitted to trading on the LSE, Toby Hayward and Derek Ward were each entitled to 3,000,000, and Dr Susan Thompson was entitled to 5,000,000, of the potential share options at 0.1p. Anthony Reeves was awarded 4,000,000 shares options at 1.25p

Directors' and officers' liability insurance

The company has, as permitted by s234 and 235 of the Companies Act 2006, maintained insurance cover on behalf of the directors and company secretary indemnifying them against certain liabilities which may be incurred by them in relation to the Group. At the date of this report, the Company has a third-party indemnity policy in place for all Directors.

Substantial Shareholders

As at 31 January 2020, the total number of issued Ordinary Shares with voting rights in the Company was 200,000,000. Details of the Company's capital structure and voting rights are set out in note 15 to the financial statements.

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at the date of approval of this report.

 
 Party Name                      Number of Ordinary                       % of Share Capital 
                                             Shares 
------------------------------  -------------------  --------------------------------------- 
 Capital Resources Inc.                  20,000,000                                       9% 
 James Bligh                             10,000,000                                     4.5% 
 Hambro Bruetcher Limited                10,000,000                                     4.5% 
 Strada FZE                               8,333,333                                    3.75% 
 Prompt Properties Management             8,333,333                                    3.75% 
  Pipal Investment Limited                8,333,333                                    3.75% 
 
 

Financial instruments

Details of the use of the Company's financial risk management objectives and policies as well as exposure to financial risk are contained in the Accounting policies and note 14 of the financial statements.

Dividends

The Directors do not propose a dividend in respect of the year ended 31 January 2020.

Future developments and events subsequent to the year end

Further details of the Company's future developments and events subsequent to the year-end are set out in the Strategic Report on pages 4 to 9.

Corporate Governance

The Governance report forms part of the Directors' Report and is disclosed on pages 15 to 17.

Going Concern

As set out in the Strategic Report on pages 4 to 9, the current activity of the company is to explore investment opportunities. The Company had GBP 490,988 cash as at 31 January 2020 and ongoing operational costs of circa GBP200,000 per annum providing significant headroom to fund costs associated with evaluating acquisitions and investments, including due diligence. On this basis, the Board considers the company to have sufficient resources to remain in operational existence for the foreseeable future.

Principal Activities

The Company's principal activity was to seek an acquisition in the Biotech & Technology sector with supporting acquisitions/investments to support transformation of the sector. However, in February 2020 the board were given approval by shareholders to consider acquisitions in all sectors and geographies.

Auditors

The Board appointed Crowe U.K. LLP as auditors of the Company on November 2018. It has expressed its willingness to continue in office and a resolution to reappoint the firm will be proposed at the Annual General Meeting.

Statement of Directors' responsibilities

The Directors are responsible for preparing the Annual Report alongside the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the of the Company and of the profit or loss of the Company for that year. The Directors are also required to prepare financial statements in accordance with the Listing Rules and the Disclosure and Transparency and Guidance Rules of the FCA of the London Stock Exchange for companies whose share are admitted to the Standard Segment of the Official List.

In preparing these financial statements, the Directors are required to:

   -       select suitable accounting policies and then apply them consistently; 
   -       make judgments and accounting estimates that are reasonable and prudent; 

- state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Remuneration Committee Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. They are also responsible to make a statement that they consider that the annual report and accounts, taken as a whole, is fair, balanced, and understandable and provides the information necessary for the shareholders to assess the Company's position and performance, business model and strategy.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

Statement of Directors' responsibilities pursuant to Disclosure and Transparency Rules

Each of the Directors, whose names and functions are listed on page 10 confirm that, to the best of their knowledge and belief:

- the financial statements prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and loss of the Company; and

- the Annual Report and financial statements, including the Strategic Report, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face.

Disclosure of Information to Auditors

So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

The report of the Directors was approved by the Board on 31 July 2020 and signed on its behalf by:

Toby Hayward

Non-Executive Chairman

31 July 2020

Director's Remuneration Report

Dear Shareholder

In line with the prospectus The Directors intend, so far as possible given the Company's size and the construction of the Board, to comply with the UK Corporate Governance Code. At this time the Board comprises four members and there is one employee in addition to the Directors. As soon as the Company's business has developed sufficiently, the Directors intend to establish a remuneration committee comprising a majority of non-executive directors

I look forward to setting out a more detailed policy once we are in a position to complete our first acquisition.

Toby Hayward

Non-Executive Chairman

31 July 2020

Governance Report

Introduction

As a member of the London Stock Exchange Main Market (Standard Listing) the Board of Bermele PLC is not required to comply with the revised UK Corporate Governance Code published by the Financial Reporting Council in July 2018 ("the Code"). However, the Board is committed to maintaining high standards of corporate governance and business ethics. Copies of the Code are available from the Financial Reporting Council's website at www.frc.org.uk .

The Directors recognise the value of the Code and will take necessary measures to ensure that the Company complies, taking into account the Company's size and the nature of its business. This report sets out in broad terms how we comply at this point in time and sets out the reasoning where we are not compliant.

The following statements correspond to the principles set out in the Code.

   1.     Board Leadership and Company Purpose 

It is the Board's responsibility to provide strategic oversight and guidance to ensure the Company is able to create and sustain shareholder value over the long term. For this purpose, the Board encourages an open, respectful and collaborative working environment where all Directors voice their opinions and contribute constructively to the debate.

The Board is committed to maintaining the Company's culture, values and standards. The Company currently has only one employee.

The Board ensures that all key matters affecting the Company are considered and that material risks and opportunities are identified and discussed by the Board.

The Company values the views of its shareholders and recognises their interest in the Company's strategy and performance and Board membership. The Board communicates with its shareholders principally through RNS announcements, the Annual Report, and the Company's website. The Executive Directors regularly engage with shareholders during the year. The Non-Executive Directors will have the opportunity to engage directly with shareholders at the AGM and on other occasions if appropriate. The upcoming inaugural AGM will give the Directors the opportunity to report to shareholders on current and proposed operations of the Company and enables shareholders to express their views on the Company's business activities. Committee Chairs will also use the inaugural AGM as a forum to engage with shareholders on significant matters related to their areas of responsibility. The Company's interactions with other stakeholders are outlined in the Section 172 Report of the Strategic Report section of this annual report.

The Company does not presently have a policy on diversity and will look to implement a policy post completion of an acquisition.

   2.     Division of Responsibilities 

The Company's business is directed by the Board which is comprised of a Non-Executive Chairman, and three Non-Executive Directors, all of whom are considered independent notwithstanding immaterial shareholdings in the Company. As such, in compliance with the Code, at least half the board, are considered to be independent. The Board has not appointed a Senior Independent Director contrary to the Code and will do so after completing an acquisition. The Board provides leadership and direction for the Company, sets overall strategy and oversees implementation, ensures appropriate systems and processes are in place to monitor and manage risk and compliance issues and takes responsibility for financial performance and corporate governance.

The Non-Executive Chairman is primarily responsible for the leadership and effectiveness of the Board. The board's joint responsibilities include leading the development and execution of the Company's long-term strategy, overseeing matters pertaining to the running of the Company and ensuring that the Company meets all legal, compliance and corporate requirements. High level strategic decisions are discussed and taken by the Board with recommendations as appropriate from the Non-Executive Chairman. Operational decisions are also taken by the board jointly.

The biographical details of the Directors are set out on page 10. The Directors are of the opinion that the Board comprises a suitable balance and that the recommendations of the Code have been implemented to an appropriate level.

During the reporting period, the Board considered all relevant matters within its remit, but focused in particular on the establishment of the Company and the identification of suitable acquisition opportunities for the Company to pursue, the associated due diligence work as required and the decisions thereon.

Attendance at Board meetings since Admission to the Main Market is outlined below.

 
Member             Position                Meetings attended 
-----------------  ----------------------  ----------------- 
Toby Hayward       Non-Executive Chairman  8 of 8 
Dr Susan Thompson  Non-Executive Director  3 of 8 
Derek Ward         Non-Executive Director  7 of 8 
Anthony Reeves     Non-Executive Director  6 of 8 
 

The Company does not have a CEO and, where appropriate, the Non-Executive Chairman assumes the role of CEO. It is the Board's opinion that the current arrangements are appropriate to the Company at this stage of development and that there are sufficient compliance structures within the Company to ensure that the governance functions that would be part of an independent Chairman's responsibility are met. The Board is satisfied with the balance between Executive and Non-Executive Directors which allows it to exercise objectivity in decision making and proper control of the Company's business. The Board considers its composition appropriate in view of the size and requirements of the Company's business

The Non-Executive Directors' role is to act as a sounding board to the Non-Executive Chairman and to be available to shareholders as and when necessary. The Non-Executive Directors also provide constructive input and monitor the delivery of strategy within the risk parameters set by the Board. The Board considers the Non-Executive Directors to be independent in character and judgement and that there are no relationships or circumstances which could materially affect or interfere with the exercise of the Non-Executive Directors strong, independent judgement, knowledge and experience.

It is the responsibility of the Non-Executive Chairman and Company Secretary to ensure the Board members receive sufficient and timely information regarding corporate and business issues to enable them to discharge their duties. The Board is also kept informed of changes in relevant legislation and changing commercial risks with the assistance of the Company's Legal Counsel and auditors.

   3.     Composition, succession and evaluation 

The Board and its governance committees are considered to have the appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively. Further information on the governance committees and its members are available in the annual report.

Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the Company following their appointment and thereafter are subject to re-election in accordance with the Company's articles of association. The Company currently offers its Directors for re-election by rotation in accordance with its articles of association every three years. The Board considers this appropriate given the size of the Board and the benefit of stability and experience in the Board composition. This re-election process will be kept under review. Accordingly, the Company is non-compliant with the Code insofar as all Directors are not subject to annual re-election.

As the Company has not undertaken an acquisition, no formal annual appraisal of the performance of the other Directors is undertaken. A formal process will be undertaken once the Company undertakes and acquisition. Accordingly, Board Evaluations is an area where the Company is not compliant with the provisions of the Code.

   4.     Audit, risk and internal control 

The annual report describes the principal risks for the Company and the Board's view of the Company's position and prospects.

The Board acknowledges its responsibility for a sound system of internal control to safeguard shareholders' investments and the Company's assets. Financial, technical and operational risks are reviewed regularly by the Board. The annual report describes the Company's internal control framework and risk mitigations.

   5.     Remuneration 

In line with the prospectus The Directors intend, so far as possible given the Company's size and the construction of the Board, to comply with the UK Corporate Governance Code. At this time the Board comprises four members and there is one employee in addition to the Directors. As soon as the Company's business has developed sufficiently, the Directors intend to establish a remuneration committee comprising a majority of non-executive directors

DISCLOSURES REQUIRED BY PUBLICLY TRADED COMPANIES UNDER RULE 7.2.6R OF THE UK LISTING AUTHORITY'S DISCLOSURE AND TRANSPARENCY RULES

The following disclosures are made pursuant to Rule 7.2.6.R of the UK Listing Authority's Disclosure and Transparency Rules (DTR). As at 31 January 2020:

a) Details of significant direct or indirect holdings of securities of the Company are set out in the Directors Report outlined in this document. The Company is not aware of any agreements between shareholders which may result in restrictions on the transfer of securities or on voting rights.

b) There are no persons who hold securities carrying special rights regarding control of the Company.

   c)     All ordinary shares carry one vote per share without restriction. 

d) The Company's rules about the appointment and replacement of Directors are contained in the company's constitution and accord with the Companies Act 2006. Amendments to the company's constitution must be approved by the Company's shareholders by passing a special resolution.

e) The Company may exercise in any manner permitted by the Companies Act 2006 any power which a public company limited by shares may exercise under the Companies Act 2006. The business of the Company is managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that the Companies Act 2006 or the constitution requires the Company to exercise.

f) Subject to any rights and restrictions attached to a class of shares and in compliance with the Companies Act 2006, the Company may allot and issue unissued shares and grant options over unissued shares, on any terms, at any time and for any consideration, as the Directors resolve. This power of the Company can only be exercised by the Directors. The Company may reduce its share capital and buy-back shares in itself on any terms and at any time. However, the Companies Act 2006 sets out certain procedures which must be followed in relation to reductions in share capital and the buy-back of shares.

This Governance Report was approved by the Board and signed on its behalf by:

Employment without discrimination

The Company is committed to recruitment of employees on the basis of aptitude and ability. We hire and promote our people regardless of gender, orientation, origin, creed, disability or any other inappropriate discrimination.

Environmental and social

In our day to day business we commit to comply with applicable environmental laws. The direct impact of our operations is low. We also aim to undertake good housekeeping practices such as reducing energy consumption, using sustainable resources and recycling waste.

Toby Hayward

Non-Executive Chairman

31 July 2020

Nomination Committee Report

In line with the prospectus the Directors intend, so far as possible given the Company's size and the construction of the Board, to comply with the UK Corporate Governance Code. At this time the Board comprises four members and there is one employee in addition to the Directors. As soon as the Company's business has developed sufficiently, the Directors intend to establish a Nomination committee which will comprise of a majority of non-executive directors

Toby Hayward

Non-Executive Chairman

31 July 2020

Audit Committee Report

Governance

In line with the prospectus The Directors intend, so far as possible given the Company's size and the construction of the Board, to comply with the UK Corporate Governance Code. At this time the Board comprises four members and there is one employee in addition to the Directors. As soon as the Company's business has developed sufficiently, the Directors intend to establish an audit committee and an audit committee comprising a majority of non-executive directors

Toby Hayward

Non-Executive Chairman

31 July 2020

Independent auditor's report

Independent auditor's report to the Directors of Bermele Plc

Opinion

We have audited the financial statements of Bermele Plc (the "Company") for the year ended 31 January 2020 which comprise the consolidated statements of comprehensive income, the consolidated and parent company statements of financial position, the consolidated and parent company statements of changes in equity, the consolidated and parent company statements of cashflows, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In our opinion:

-- the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2019 and of the company's loss for the year then ended;

-- the company financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;

-- the parent company financial statements have been properly prepared in accordance with International Financial Reports Standards as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006;

-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006, and, as regards the company financial statements, Article 4 of the IAS Regulation.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to note 2.2 in the financial statements in relation to going concern. Since the reporting date the Company has identified a possible acquisition target and committed to subscribing GBP250,000 to loan notes in the target. Further funds may be required to enable the Company to execute the possible acquisition. This condition represents a material uncertainty which may cast doubt about the ability of the Company to continue as a going concern. Our opinion is not modified in respect of this matter.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be GBP31,900, based on 5% of loss before tax.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed to report all identified errors in excess of GBP1,595. Errors below that threshold would also be reported to management if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

The Company finance function is based in the United Kingdom and a full scope audit was carried out thereon from our office, and with discussions with management as required. This provided us with sufficient evidence for our opinion on the Company financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the material uncertainty relating to going concern section, we have determined the matter described below to be the key audit matter to be communicated in our audit report. This is not a complete list of all risks identified by our audit.

There were no matters which we consider should be separately reported as key audit matters.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion based on the work undertaken in the course of our audit

-- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

-- the financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or

   --      certain disclosures of directors' remuneration specified by law are not made; or 
   --      we have not received all the information and explanations we require for our audit 

Responsibilities of the directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 13, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

We designed our audit approach to be capable of detecting irregularities, including fraud. In particular:

-- We gained an understanding of the legal and regulatory framework applicable to the Group and considered the risk of acts by the Group which were contrary to applicable laws and regulations, including fraud.

-- We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment.

Our tests included, but were not limited to: review of the financial statement disclosures to underlying supporting documentation and enquiries of management.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

We did not identify any key audit matters relating to irregularities, including fraud. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

We were appointed by management to audit the financial statements for the period ending 31 January 2020. Our total uninterrupted period of engagement is 1 year, covering the period ending 31 January 2020.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to management.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Bullock

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

London

31 July 2020

Statement of Comprehensive Income

 
 
                                                                                  31 January 2020    31 January 2019 
                                                                          Note                GBP                GBP 
 Continuing operations 
 Listing expenses                                                                       (176,135)                (-) 
 Administrative expenses                                                                (370,262)          (112,353) 
                                                                                -----------------  ----------------- 
 Operating loss                                                                         (546,397)          (112,353) 
                                                                                -----------------  ----------------- 
 
 Shares Based Payment                                                                    (92,160)                  - 
 Finance income                                                                                 -               (84) 
 Loss before tax                                                                        (638,557)          (112,437) 
                                                                                -----------------  ----------------- 
 
 Taxation                                                                 7                     -                  - 
 Total comprehensive loss for the period attributable to the equity 
  owners                                                                                (638,557)          (112,437) 
                                                                                =================  ================= 
 
 
 Loss per share 
 
 Basic and diluted (pence per share)                                      8                (0.37)             (0.25) 
                                                                                -----------------  ----------------- 
 
 
 
 

The above results were derived from continuing operations.

Statement of Financial Position

 
 Company Number: 10973102                       As at         As at 
                                           31 January    31 January 
                                                 2020          2019 
                                 Note             GBP           GBP 
 ASSETS 
 Current assets 
 Trade and other receivables      9            15,503         1,337 
 Cash and cash equivalents        10          490,988         8,828 
 Total current assets                         506,491        10,165 
                                        -------------  ------------ 
 
 Total assets                                 506,491        10,165 
                                        -------------  ------------ 
 
 LIABILITIES 
 Current liabilities 
 Trade and other payables         11           65,325        22,601 
 Taxation                                           -             - 
                                        -------------  ------------ 
 Total current liabilities                     65,325        22,601 
                                        -------------  ------------ 
 
 Total liabilities                             65,325        12,436 
                                        -------------  ------------ 
 
 NET ASSETS                                   441,166      (12,436) 
                                        =============  ============ 
 
 EQUITY 
 Share capital                    12          200,000       100,001 
 Share premium                    12          900,000             - 
 Share Option Reserve               15         92,160             - 
 Accumulated Losses                         (750,994)     (112,437) 
 
 Total equity                                 441,166      (12,436) 
                                        =============  ============ 
 
 
 

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2020.

Statement on Changes of Equity

 
                              Share Capital   Share Premium   Share Option Reserve   Accumulated Losses   Total Equity 
                                        GBP             GBP                    GBP                  GBP            GBP 
 
 As at 31 January 2019              100,001               -                      -            (112,437)       (12,436) 
 
 Comprehensive income 
 Loss for the period                      -               -                      -            (638,557)      (638,557) 
                             --------------  --------------  ---------------------  -------------------  ------------- 
 Transactions with owners 
 Issue of ordinary shares            99,999         900,000                                           -        999,999 
 Share based payment 
  expense                                 -               -                 92,160                              92,160 
 As at 31 January 2020              200,000         900,000                 92,160            (750,994)        441,166 
                             ==============  ==============  =====================  ===================  ============= 
 
 

Statement of Cash Flows

 
                                                         31 January    31 January 
                                                               2020          2019 
                                                                GBP           GBP 
 
 Cash flows from operating activities 
 
 Operating loss                                           (638,557)     (112,437) 
 Adjustments to cash flows from non-cash                     92,160             - 
  items 
  Share Based Payment 
                                                          (528,397)     (112,437) 
 Changes in working capital 
 Decrease in trade and other receivables                     24,723        22,601 
 Increase in trade and other payables                      (14,166)       (1,337) 
                                              ---------------------  ------------ 
 Net cash Flow from operating activities                    517,840        91,173 
                                              ---------------------  ------------ 
 
 Cash flows from investing activities 
 Interest received 
                                              ---------------------  ------------ 
 Net cash generated from investing                                -             - 
  activities 
                                              ---------------------  ------------ 
 
 Cash flows from financing activities 
 Proceeds from issue of shares, net 
  of issue costs                                          1,000,000       100,001 
                                              ---------------------  ------------ 
 Net cash generated from financing 
  activities                                              1,000,000       100,001 
                                              ---------------------  ------------ 
 
 Net increase in cash and cash equivalents                  482,160         8,828 
 Cash and cash equivalents at the beginning                   8,828             - 
  of the period 
                                              ---------------------  ------------ 
 Cash and cash equivalents at the end 
  of the period                                             490,988         8,828 
                                              =====================  ============ 
 
 

Notes Forming Part of the Financial Statements

   1.     Company information 

Bermele plc is a public company listed on the London Stock Exchange in England and Wales.

The company is domiciled in England and its registered office is 6 Floor, 60 Gracechurch Street, London, EC3V 0HR.

The principal activity of the Company is that of identifying and acquiring investment projects.

   2.     Summary of significant accounting policies 

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

   2.1   Basis of preparation 

These financial statements of the Company have been prepared on a going concern basis in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations issued by the International Accounting Standards Board (IASB) and adopted by the European Union, in accordance with the Companies Act 2006.

Measurement bases: The financial statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The preparation of the financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 3.

2.2 Going concern

The Company is an acquisition vehicle established to identify a reverse takeover target. Its initial funding is sufficient to finance its costs in identifying an appropriate target and negotiating terms of a possible acquisition.

The Company had GBP490,988 cash as at 31 January 2020 and ongoing operational costs of circa GBP200,000 per annum providing headroom to fund costs associated with evaluating acquisitions and investments, including due diligence. On this basis, the Board considers the company to have sufficient resources to remain in operational existence for the foreseeable future.

As set out in note 18, since the reporting date the Company has identified a possible acquisition target and committed to subscribing GBP250,000 to loan notes in the target. The Company's present financial resources are sufficient to fund that subscription.

Although the Company has signed a legally binding exclusivity agreement in relation to a possible acquisition, at the date of approval of these financial statements the possible acquisition is subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code. Should the possible acquisition proceed the acquisition will be entirely for shares with no cash consideration paid. The directors expect to fund professional and other fees and working capital funding for the of the Company as enlarged by the possible acquisition from existing resources and the proceeds of a further share placing at the time of the acquisition

Because the Company is not committed to the possible acquisition at the date of approval of these financial statements a detailed assessment of the funding requirement, should it proceed, has not been prepared.

The directors believe that such funds, should they be required, are likely to come from a further equity issue but at the date of the approval of these financial statements it is not certain that such funds will be available. This condition represents a material uncertainty which may cast doubt about the ability of the Company to continue as a going concern.

2.3 Functional and presentation currency

The financial information is presented in the functional currency, pounds sterling ("GBP") except where otherwise indicated.

2.4 New standards, amendments and interpretations

New standards, interpretations and amendments

There were no IFRSs or IFRICS interpretations relevant to the Company that were effective for the first time for the financial period that had a material impact on the Company.

Standards, interpretations and amendments in issue but not yet effective and not early adopted

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Company has decided not to adopt early. The most significant of these is are as follows, which are all effective for the period beginning 1 January 2020:

- IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Definition of Material)

   -     IFRS 3 Business Combinations (Amendment - Definition of Business) 
   -     Revised Conceptual Framework for Financial Reporting 

The Company is currently assessing the impact of these new accounting standards and amendments.

2.5 Segment reporting

Identifying and acquiring investment projects is the only activity the Company is involved in and is therefore considered as the only operating segment.

The financial information therefore of the single segment is the same as that set out in the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the Statement of Cash Flows.

2.6 Net finance income

Finance income

Finance income comprises interest receivable on funds invested and other interest receivable. Interest income is recognised in profit or loss as it accrues using the effective interest method.

2.7 Financial assets

The Company classifies all its financial assets at amortised cost. Financial assets do not comprise prepayments. Management determines the classification of its financial assets at initial recognition.

The Company's financial assets held at amortised cost comprise solely of cash and cash equivalents in the statement of financial position.

The cash and cash equivalents in the statement of financial position is entirely made up of deposits held with Metro Bank Plc, a counterparty with independent credit ratings of a minimum of BB-.

2.8 Financial Liabilities

The Company classifies its financial liabilities in the category of financial liabilities at amortised cost. All financial liabilities are recognised in the statement of financial position when the Company becomes a party to the contractual provision of the instrument. Trade and other payables are included in this category.

Trade and other payables Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

2.9 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 issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classified as equity.

   -       The share capital account represents the nominal value of the shares issued. 

- The share premium account represents premiums received on the initial issuing of the share capital. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds, net of tax.

- Accumulated losses include all current period results as disclosed in the Statement of Comprehensive Income.

2.10 Income tax

Income tax for the period presented comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity

Deferred income tax is recognised on temporary differences arsing between the tax bases of assets and liabilities and their carrying amounts.

2.11 Share-based payments

Where share options are awarded to directors or employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-market vesting conditions are considered by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. No charge will be made for the Value Creation Plan until such time the Company completes an acquisition.

2.12 Non-recurring costs

Non-recurring costs are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Company. They are items that are material, either because of their size or their nature and are presented within the line items to which they best relate.

3. Significant judgments and estimates

The preparation of the Company's financial statements under IFRS as endorsed by the EU requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the statement of financial position date, amounts reported for revenues and expenses during the period, and the disclosure of contingent liabilities, at the reporting date.

Estimates and judgements are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Directors consider that there are no critical accounting judgements or estimates relating to the financial information of the Company.

   4.      Directors and employees 

Staff costs for the Company for the period:

 
                                         31 January   31 January 
                                          2020         2019 
 
 Staff costs (including directors): 
 Wages and salaries                         115,000       35,695 
 Social security costs                        7,005          957 
 Other pension costs                          3,244          120 
                                        -----------  ----------- 
                                            125,249       36,772 
  ====================================  ===========  =========== 
 

Average monthly number of people (including all directors) employed by activity:

 
                                         31 January   31 
                                               2020    January 
                                                       2019 
                                                No.                  No. 
 Directors                                        4                    0 
 Management and administration                    1                    1 
                                   ----------------  ------------------- 
                                                  5                    1 
  ===============================  ================  =================== 
 

Directors' emoluments:

 
                                  31 January 2020      31 January 2019 
                                   GBP                             GBP 
Directors' emoluments: 
Salaries and fees                 64,000                             - 
                                   64,000                            - 
                                ==================  ================== 
 
 
                                   31 January 2020     31 January 2019 
                                   GBP                             GBP 
Highest paid Director 
Salaries and Pension Costs        18,400                             - 
                                   18,400                            - 
                                ==================  ================== 
 
   5.      Loss before income tax 

The loss in the financial statements is stated after charging:

 
                                      31 January 2020   31 January 2019 
                                                                    GBP 
                                                  GBP 
 Legal Fees & Regulatory fees                  56,847            17,400 
 Listing Fees                                 176,135                 - 
  Fees to the Company's auditors          18,000                 15,000 
                                     ----------------  ---------------- 
 
   6.      Listing & Fundraising Expenses 

During the year, the Company incurred GBP176,135 in IPO costs and Fundraising fees.

   7.      Taxation 
 
                                                31 January 2020   31 January 2019 
                                                            GBP               GBP 
 Analysis of charge in period 
 Loss before tax on continuing operations             (638,557)         (112,437) 
                                               ----------------  ---------------- 
 Tax at the UK corporation tax rate of 19%            (121,322)          (21,406) 
 Tax losses carried forward                           (142,728)          (21,406) 
                                               ----------------  ---------------- 
 Tax charge for the period                                    -                 - 
                                               ================  ================ 
 
 

The standard rate of corporation tax applicable for the period was 19 per cent.

The Company has tax losses carried forward of GBP142,728. The Directors believe that it would not be prudent to recognise any deferred tax assets before such time as the Company generates taxable income.

   8.      Loss per share 

The loss per share has been calculated using the loss for the period after tax attribution to the equity holders of the company, by the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the period, as follows:

 
                                                                    31 January 2020   31 January 2019 
                                                                                GBP               GBP 
 Loss for period attributable to equity holders of the Company            (638,557)         (112,437) 
 Weighted average number of ordinary shares                             173,424,658        44,448,898 
                                                                   ----------------  ---------------- 
 Loss per share                                                              (0.37)            (0.25) 
                                                                   ================  ================ 
 
   9.      Trade and other receivables 
 
                                            31 January 2020   31 January 2019 
                                                        GBP 
 Amounts falling due within one year: 
 Prepayments                                          9,898                 - 
 Other receivables                                    5,605                 - 
                                                     15,503                 - 
                                         ==================  ================ 
 
 

It is the Company's policy to assess receivables for recoverability based on historical data available to management in addition to forward looking information utilising management's knowledge. The Directors consider that the carrying amount of trade and other receivables is approximately equal to their value.

Other receivables comprise VAT due on expenses incurred during the period and GBP2,973 was recovered by 7 March 2020.

   10.    Cash and cash equivalents 
 
                   31 January   31 January 
                         2020         2019 
                                       GBP 
 Cash at bank         490,888        8,828 
                  -----------  ----------- 
                      490,888        8,828 
  ==============  ===========  =========== 
 

All bank balances are denominated in pounds sterling. The Directors consider that the carrying value of cash and cash equivalents represents their fair value.

   11.    Trade and other payables 
 
                                                                                                          31        31 
                                                                                                     January   January 
                                                                                                        2020      2019 
                                                                                                       GBP       GBP 
 Amounts falling due within one year: 
 Trade Payables                                                                                       42,192    10,000 
 Other Payables                                                                                        5,133    12,601 
 Accruals                                                                                             18,000         - 
                                                                                                    --------  -------- 
                                                                                                      65,325    22,601 
       ===========================================================================================  ========  ======== 
 
 The fair value of trade and other payables is considered by the Directors not to be 
  materially 
  different to the carrying amount 
 
 
   12.    Share capital 
 
                                     Number of   Share Capital   Share premium 
                                        Shares             GBP             GBP 
 Issued and fully paid Ordinary 
  shares of 0.001p each 
 At 31 January 2020                200,000,000         200,000         900,000 
                                  ============  ==============  ============== 
 

The Company was incorporated on 20 September 2017. On incorporation, 10,000,000 Ordinary Shares were issued at the par value of GBP0.001 each.

On 25 July 2018, the Company issued a further 90,000,000 Ordinary Shares at a par value of GBP0.001 each.

A further 100,000,000 Ordinary Shares were issued on listing at 9 May 2019.

Voting rights

The holders of ordinary shares are entitled to one voting right per share.

Dividends

The holders of ordinary shares are entitled to dividends out of the profits of the Company available for distribution.

 
                    31 January   31 January 
                          2020         2019 
                                        GBP 
 Share Capital      1,101,000       100,001 
                   -----------  ----------- 
                    1,101,000       100,001 
  ===============  ===========  =========== 
 
   13.    Reserves 

Share premium

Includes all premiums in excess of the nominal value of shares received on issue of share capital.

Accumulated losses

Includes all losses incurred in the period.

Voting rights

The holders of ordinary shares are entitled to one voting right per share.

Dividends

The holders of ordinary shares are entitled to dividends out of the profits of the Company available for distribution.

   14.    Financial instruments 

Financial assets

Financial assets measured at amortised cost comprise cash and cash equivalents, as follows:

 
                   31 January 2020   31 January 2019 
                               GBP               GBP 
 Cash at bank              490,988             8,828 
                  ----------------  ---------------- 
                           490,988             8,828 
  ==============  ================  ================ 
 

Financial liabilities

Financial liabilities measured at amortised cost comprise trade and other payables, as follows:

 
                     31 January 2020   31 January 2019 
                                 GBP               GBP 
 Trade payables               42,192            10,000 
 Other payables                5,133            12,601 
 Accruals                     18,000 
                              65,325            22,601 
  ================  ================  ================ 
 
 

The Company's major financial instruments include bank balances and amounts payables to suppliers. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. Risk management is carried out by the Board of Directors. The Company uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed.

Liquidity risk

Liquidity risk arises seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs.

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Directors have considered the liquidity risk as part of their going concern assessment (note 2). Controls over expenditure are carefully managed in order to maintain its cash reserves whilst it targets a suitable transaction. Financial liabilities are all due within one year.

The COVID-19 pandemic resulted in a significant fall in the value of global stock markets during March 2020. The pandemic has created a unique environment, which adds additional challenges for any companies seeking future funding from the capital markets.

Credit risk

The Company's credit risk is wholly attributable to its cash balance. The credit risk from its cash and cash equivalents is limited because the counter parties are banks with high credit ratings and have not experienced any losses in such accounts.

Capital risk Management

The Company's objectives when managing capital are:

- To safeguard the Company's ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;

   -       To support the Group's growth; and 

- To provide capital for the purpose of strengthening the Companies risk management capability

Bermele plc is in talks to acquire the entire issued share capital of East Imperial Pte. Ltd. The acquisition costs will be payable through the issuance of new ordinary shares. The Board continues to prudently manage its cash risks and has minimised ongoing operating costs in light of the Acquisition.

Interest risk

The Company's exposure to interest rate risk is the interest received on the cash held, which is immaterial.

Capital risk management

The Company's objectives when managing capital is 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. The Company has no borrowings. In order to maintain or adjust the capital structure, the Company may adjust the number of dividends paid to shareholders, return capital to shareholders or issue new shares.

Currency risk

The Company is not exposed to any currency risk at present.

   15.    Share Options and Warrants 

The company's fair values equity settled share-based payments transaction through the black Scholes model.

The company operates share-based payments arrangement to remunerate directors and key employees in the form of a share option scheme. Equity based share payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value is 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 companies estimates of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

 
           Director                     Number of Unapproved Options 
                                        held in relation to Ordinary 
                                                              Shares 
           Toby Hayward                                    3,000,000 
           Susan Thompson                                  5,000,000 
           Derek Ward                                      3,000,000 
           Total                                          11,000,000 
 
 

The following hold unapproved options (being non-tax advantaged options) to subscribe for the following numbers of Ordinary Shares at not less than 0.1 pence per Share:

11,000,000 unapproved share options were issued to the above directors on the 24 April 2019. The options have an exercise price of 0.1p per share and a 3-year exercise period from the date of the reverse takeover. The fair value of the options was determined as 0.9p per share and a charge of GBP59,400 has to be recognized in the current year.

4,000,000 options under an EMI share options scheme were issued to an employee on the 24 April 2019. The options have an exercise price of 0.1p per share and a 3-year exercise period from the date of the reverse takeover. The fair value of the options was determined as 0.90p per share and a charge of GBP21,600 has been recognized in the current year.

4,000,000 unapproved share options were issued to the Anthony Reeves on the 14 August 2019. The options have an exercise price of 1.25p per share and a 3-year exercise period from date of the reverse takeover. The fair value of the options was determined as 0.43p per share and a charge of GBP10,320 has been recognized in the current year.

500,000 Ordinary shares Shakespeare Martineau warrants were issued on the 24 April 2019. The warrants have an exercise price of 1p per share and a 2-year exercise period from vesting at the date of the reverse Takeover. The fair value of the options was determined as 0.28p per share and a charge of GBP840 has been recognized in the current year.

 
                         2020         2020          2020       2020 
                          Unapproved   EMl options   Existing   Shakespeare 
                          options                    director   Martineau 
                                                     Options    warrants 
-----------------------  -----------  ------------  ---------  ------------ 
Grant date share price   1p           1p            1.25p      1p 
Exercise price           0.1p         0.1p          1.25p      1p 
No. of share options     11,000,000   4,000,000     4,000,000  500,000 
Risk free rate           0.1%         0.1%          0.1%       0.1% 
Expected volatility      50%          50%           50%        50% 
Expected option life     3 years      3 years       3 years    2 years 
 
   16.    Related party transactions 

The Company's related parties are the directors of the companies. The remuneration of directors are as follows:

 
                                                        31 January 2020   31 January 
                                                                                2019 
 Directors emoluments, including salary and fees:                   GBP          GBP 
 Toby Hayward                                                    18,000            - 
 Derek Ward                                                      18,000            - 
 Dr Susan Thomas                                                 18,000            - 
 Anthony Reeves                                                  10,000            - 
                                                                 64,000            - 
                                                       ================  =========== 
 
   17.    Ultimate controlling party 

The Company has no ultimate controlling party.

   18.    Subsequent events 

The economic environment has changed materially since the year end following the onset of the global COVID-19 pandemic. COVID-19 may impact the Company's ability to raise capital to fund acquisitions

The Directors are closely monitoring the commercial impact of the COVID-19 pandemic and will only propose compelling acquisitions after carrying out significant due diligence for securing capital. There are no operating issues prior to completing an acquisition as the Company maintains a significant cash balance. The Directors believe the company will maintain sufficient working capital to continue in operational existence and will have the ongoing support of its shareholders, if required, for the foreseeable future.

   19.    Post Balance Sheet Events 

The economic environment has changed materially since the year end following the onset of the global COVID-19 pandemic. COVID-19 may impact the Company's ability to raise capital to fund acquisitions. However, The Directors are closely monitoring the commercial impact of the COVID-19 pandemic on the biotech & technology sector and will only propose compelling acquisitions after carrying out significant due diligence for securing capital. There are no operating issues prior to completing an acquisition as the Company maintains a significant cash balance. The Directors believe the company will maintain sufficient working capital to continue in operational existence and will have the ongoing support of its shareholders, if required, for the foreseeable future.

On 20 July 2020, the Company announced that it had signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd. ("East Imperial") for new shares in the Company. East Imperial is a Singapore incorporated company that designs, develops, formulates, manufactures, distributes and sells small batch blended premium mixers using all-natural ingredients and New Zealand artesian spring water.

Although the Company has signed a legally binding exclusivity agreement in relation to the proposed acquisition, at the date of approval of these financial statements the proposed acquisition is subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code.

The possible acquisition of East Imperial, if it proceeds, will constitute a Reverse Takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the Company. As such, the Company's Listing and ordinary shares were suspended (pursuant to Listing Rule 5.3.1) with immediate effect pending the publication of a prospectus and the application for the enlarged Company to have its ordinary shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

Also on 20 July 2020, the Company announced that it has entered into an agreement to subscribe for 250,000 Secured Convertible Loan Notes 2020 of GBP1 each with East Imperial (the "Loan Notes"). Under the terms of the Loan Notes, Bermele has the right to convert the Loan Notes into shares in East Imperial at a 40% discount to the price of a change of control event, such as the proposed acquisition. The proceeds of the Loan Notes are to be used for general working capital purposes to support East Imperial's strategy in the short term. In the event that the Acquisition does not proceed, the Loan Notes are repayable at Bermele's election after 12 months, with an accrued interest rate of 5% per annum. The loan notes are secured against the assets of East Imperial.

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 WPUMUMUPUGAG

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July 31, 2020 11:13 ET (15:13 GMT)

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