TIDMBIH
RNS Number : 1318V
Boston International Holdings PLC
04 August 2020
Boston International Holdings plc
("BIH" or "the Company")
4 August 2020
HALF YEARLY REPORT FOR THE SIX MONTHSED 30 JUNE 2020
Boston International Holdings plc, formed in November 2015,
which operates as a special purpose acquisitions company (SPAC) to
undertake one or more acquisitions of target companies or
businesses, announces its unaudited half year report for the six
months ended 30 June 2020.
Chairman's Statement and Management Report
I have pleasure in presenting the interim results of Boston
International Holdings Plc for the six months ended 30 June
2020.
The loss in the period was GBP172,853, being the administrative
expenses incurred.
The Directors have continued to review potential acquisition
targets for the Company. The Company's investment strategy to
September 2019 had been to focus on the FX sector because of the
Directors' experience in this industry. However due to a lack of
opportunities in that sector, the Directors' pursuit since 6
September 2019 has not been limited to a particular industry or
geographic region and a further announcement will be made at such
time as the Company is able to provide further details on any
proposed transaction.
On 19 March 2020 the Company announced that it had signed a
non-binding heads of terms, save principally for provisions
relating to exclusivity, in relation to the potential acquisition
of Alexanders Discount Limited, a business in a similar sector to
the one contemplated at the time of original IPO in October 2016.
The acquisition, if it proceeds (completion of which is
conditional), will constitute a Reverse Takeover under the Listing
Rules since it will result in a fundamental change in the business
of the Company.
The ordinary shares in the Company were therefore suspended
pending the publication of a prospectus and the application by the
enlarged group for the Company to have its enlarged share capital
listed on the Standard Segment of the Official List of the
Financial Conduct Authority (the "Official List") and admitted to
trading on the London Stock Exchange plc's Main Market. The Company
will provide a further update on the intended acquisition in due
course.
The Directors continue to assess the impact of the Covid-19
pandemic on the Company, in the context of its operations and the
market it operates in. The Company's management and staff are
operating remotely and the Directors continue to monitor the
market. Business continuity has been unaffected. At this stage, the
Directors do not envisage a long term impact to the Company
resulting from the Covid-19 pandemic, but will continue to monitor
the situation and continue to expand its search for appropriate
acquisition targets, to alternative sectors in addition to the
forex market.
On 10 June 2020 the Company agreed a GBP200,000 unsecured loan
facility from a business controlled by the Chairman to finance
general capital expenditure and working capital requirements. The
loan is repayable by the earlier of 31 December 2021 or the
re-admission of the entire issued share capital of the Company to
the Official List.
Whilst it continues its assessment of potential acquisition
opportunities, the Board will prudently manage the Company's
remaining cash reserves and minimise its operating expenses in
order to put the Company in the best position possible to complete
an acquisition.
Principal Risks and Uncertainties
The Company is subject to a number of risk factors. The
Directors have identified the following key risks in the second six
months of this financial year. Other risk factors not presently
known or currently deemed immaterial may also apply.
-- The Company is dependent on its directors, in particular the
Chairman, to manage the Company and its future strategy. If the
Company were to lose the services of the Chairman, it could have a
material adverse effect on the Company and its ability to implement
its future strategy.
Responsibility Statement
The Directors are responsible for preparing the Interim Report
in accordance with the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority ('DTR') and with
International Accounting Standard 34 on Interim Financial Reporting
(IAS 34).
The Directors (all non-executive) being W Borden James, Richard
Hartheimer and Norman Connell confirm that to the best of their
knowledge:
-- the interim financial statements, prepared in accordance with
the applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company; and
-- the interim financial statements have been prepared in
accordance with IAS 34 and that as required by DTR 4.2.7 and DTR
4.2.8, the Interim Report gives a fair review of:
- important events that have occurred during the first six months of the year;
- the impact of those events on the financial statements;
- a description of the principal risks and uncertainties for the
remaining six months of the financial year;
- details of any related party transactions that have materially
affected the Company's financial position or performance in the six
months ended 30 June 2020; and
- any changes in the related parties transactions described in
the last annual report that could have a material effect on the
financial position or performance of the enterprise in the first
six months of the current financial year.
Borden James
Chairman
Condensed Statement of Comprehensive Income
Six months Six months 12 months
30 June 30 June 31 December
2020 2019 2019
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Revenue - - -
----------- ----------- ------------
Administrative
expenses (174) (211) (336)
----------- ----------- ------------
Operating loss (174) (211) (336)
Finance income 1 1 1
----------- ----------- ------------
Loss on ordinary activities
before taxation (173) (210) (335)
Income tax expense - - -
----------- ----------- ------------
Loss after taxation (173) (210) (335)
Other comprehensive income - - -
----------- ----------- ------------
Total comprehensive income attributable
to (173) (210) (335)
owners of the parent
=========== =========== ============
Earnings per share
(EPS):
Basic and diluted(pence) 3 (0.47) (0.69) (1.00)
=========== =========== ============
Condensed Statement of Financial Position as at 30 June 2020
6 months 6 months 12 months
30 June 30 June 31 December
2020 2019 2019
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Current assets
Other receivables and prepayments 7 2 9
Cash and bank balances 310 233 302
Total Assets 317 235 311
Current Liabilities
Other payables and accruals (22) (142) (43)
Total current liabilities (22) (142) (43)
Liabilities due in more than
12 months
Unsecured Loan 5 (200) - -
----------- ---------------
Total liabilities due in more
than 12 months (200) - -
Total Liabilities (222) (142) (43)
Net Assets 95 93 268
========== =========== ===============
Equity
Share capital 4 366 306 366
Share premium 1,318 1,078 1,318
Reserves (1,589) (1,291) (1,416)
95 93 268
Total Equity and Liabilities 95 93 268
========== =========== ===============
Condensed Statement of Changes in Equity
For the six month period ended 30 June 2020 (Unaudited)
Share Share Retained Total
capital premium profits equity
GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 January 2019 306 1,078 (1,081) 303
(210
Loss for the period - - (210) )
Balance at 30 June 2019 306 1,078 (1,291) 93
=================== ============ ========== ========
Issue of shares 60 240 - 300
Loss for the period - - (125) (125)
Balance at 31 December 2019 366 1,318 (1,416) 268
=================== ============ ========== ========
Loss for the period - - (173) (173)
Balance at 30 June 2020 366 1,318 (1,589) 95
=================== ============ ========== ========
Condensed Statements of Cash Flows For the six-month period
ended 30 June 2020
6 months 6 months 12 months
30 June 30 June 31 December
2020 2019 2019
Note Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Cash flow from operating activities
Loss before taxation (173) (210) (335)
Adjustment for:
Interest income (1) (1) (1)
Operating cash flows before movements
in working capital (174) (211) (336)
Decease/(increase) in trade
and other receivables 2 4 (3)
Decrease/(increase) in trade
and other payables (21) 18 (81)
----------- ---------- ------------
Cash generated from operations (19) 22 (84)
Cash flows from operating
activities (193) (189) (420)
----------- ---------- ------------
Proceeds from share issue - - 300
Unsecured loan 200 - -
----------- ---------- ------------
Net cash generated from financing activities 200 - 300
----------- ---------- ------------
Cash flows from investing
activities
Interest received 1 1 1
----------- ---------- ------------
Net cash generated from investing activities 1 1 1
----------- ---------- ------------
Net Increase/decrease) in cash & cash
equivalents 8 (188) (119)
Cash and equivalent at beginning of
the period 302 421 421
Cash and equivalent at end
of the period 310 233 302
=========== ========== ============
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION AND PRINCIPAL ACTIVITIES
The Company is incorporated in England and Wales as a public
limited company with company number 09876705. The registered office
of the Company is 12 Times Court, Retreat Road, Richmond, Surrey
TW19 1AF.
This financial information is for the Company only as there are
no subsidiary undertakings.
The principal place of business of the Company is in the United
Kingdom.
The interim financial statements are presented in the nearest
thousands of Pound Sterling (GBP'000), which is the presentation
currency of the company.
2. BASIS OF PREPARATION
The interim financial statements for the six months ended 30
June 2020 have been prepared in accordance with IAS 34, Interim
Financial Reporting.
The principal accounting policies used in preparing the interim
results are the same as those applied in the Company's Financial
Statements as at and for the period ended 31 December 2019.
A copy of the audited financial statements for the period ended
31 December 2019, which was prepared under IFRS, is available on
the Company's website.
The interim report for the six months ended 30 June 2020 was
approved by the Directors on 4 August 2020.
3. EARNINGS PER SHARE
The earnings per share information is as follows:
Six months Six months 12 months
30 June 30 June 31 December
2020 2019 2019
Unaudited Unaudited Audited
(Loss) after taxation
(Pound GBP) (172,854) (210,144) (334,880)
Weighted average number of
ordinary shares 36,620,948 30,620,948 32,938,756
Basic earnings per share
(pence) (0.47) (0.69) (1.00)
=========== =========== ============
The diluted earnings per share was not applicable as there were
no dilutive potential ordinary shares outstanding at the end of the
reporting period.
4. Share Capital
Number
of shares GBP'000
Issued:
As at 1 January 2020 36,620,948 366
As at 30 June 2020 36,628,948 366
5. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management received no compensation in the period.
On 10 June 2020 the Company agreed a GBP200,000 unsecured loan
facility from a business controlled by the Chairman to finance
general capital expenditure and working capital requirements. The
loan is repayable by the earlier of 31 December 2021 or the
re-admission of the entire issued share capital of the Company to
the Official List and the interest rate is 2.5% pa.
As at the balance sheet date the amounts due to the directors
was GBPnil.
6. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the
operations of the company.
7. EVENTS AFTER THE REPORTING DATE
There are no reportable events after the reporting date.
- ENDS -
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
For more information please contact:
Boston International Holdings Plc
Borden James +44 (0) 7379 668 907
Beaumont Cornish Limited
Roland Cornish +44 (0) 207 628 3396
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
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