Interim Report
/Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment
Fandango Holdings plc ("Fandango" or the "Company")
Interim Report
For the Period Ended 28 February 2018
Chairman’s Report
Fandango is an investment company incorporated on 25 August 2016, with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector.
Pursuant to the foregoing, the directors were pleased to announce on 25th May 2018 that it had signed a non-binding letter of intent ("LOI") to acquire the entire issued share capital of two limited liability companies, Corporate Commercial Collections Limited and Vatbridge Limited and other related and associated companies (together, the “Potential Targets”) in exchange for the issue and allotment of 908,378,000 new ordinary shares in the Company, in addition to other consideration (the “Acquisition”). The Potential Targets operate in the factoring and finance service sector. The Acquisition, if completed, would result in Fandango shareholders having a minority interest in the enlarged group (the "Group").
The directors are pleased to have agreed heads of terms with the management for the acquisition of these highly profitable and rapidly growing businesses, which operate in the factoring and financial services sector. Fandango has sufficient cash resources to complete the transaction without the need for an equity raise.
The 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 Acquisition, 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 issuer. As the Acquisition will constitute a Reverse Takeover under the Listing Rules, the Company requested that the listing in the Company's ordinary shares be suspended 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.
The Company is working on the preparation of a prospectus in relation to the Acquisition and will, in due course, be making 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.
Results for the period
For the period from 1 September 2017 to 28 February 2018, the Company's results included the ongoing running costs of the Company including listing fees on the London Stock Exchange and other advisory costs.
Risks and uncertainties
The Company is a relatively new entity, with only a brief operating history, and therefore, investors have no basis on which to evaluate the Company’s ability to achieve its objective of identifying, acquiring and operating one or more companies or businesses or whether the Company will be able to complete the acquisition of Corporate Commercial Collections Limited and Vatbridge Limited and related and associated companies.
Going Concern
As stated in Note 1 to the condensed financial statements, the directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.
Post Balance Sheet Events
On 25th May 2018 the Company announced it had signed a non-binding letter of intent ("LOI") to acquire the entire issued share capital of two limited liability companies, Corporate Commercial Collections Limited and Vatbridge Limited and other related and associated companies in exchange for the issue and allotment of 908,378,000 new ordinary shares in the Company, in addition to other consideration.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’;
(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year; and
(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company’s strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.
Charles Tatnall
Chairman
29 May 2018
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
Six months ended Six months ended ended 28-Feb 2018 28-Feb 2017 31 August 2017 GBP (‘000) GBP (‘000) GBP (‘000) (audited) (unaudited) (unaudited)
Notes
Administrative expenses (153) - (77)
Listing costs - - (123)
Admission costs - - -
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Loss before taxation (153) - (200)
Taxation - - -
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Loss for the period (153) - -200
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Basic and diluted
loss per share (pence) 2 (0.11p) - (0.15p)
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FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Capital Share premium Retained earnings Total Equity
GBP (‘000) GBP (‘000) GBP (‘000) GBP (‘000)
Equity at the start
of the period - - - -
Total recognised
income and expense
for the period - - - -
Issue of share capital - - - -
────── ────── ─────── ──────
Equity at 28 February 2017
- - - -
Loss for the Period - - (200) (200)
Issue of share capital 134 756 - 890
Share issue costs (177) (177)
────── ────── ────── ──────
Equity at 31 August 2017 134 579 (200) 513
Loss for the Period - - (153) (153)
────── ────── ────── ──────
Equity at 28 February 2018 134 579 (353) 360
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FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
As at As at As at
28 February 28 February 31 August
2018 2017 2017
GBP (‘000) GBP (‘000) GBP (‘000)
(unaudited) (unaudited) (audited)
Assets Notes
Current assets
Prepayments and other receivables 71 - 53
Cash and cash equivalents 323 - 468
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Total Assets 394 - 521
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Equity and Liabilities
Share capital 3 134 - 134
Share premium 579 - 579
Retained earnings (353) - (200)
─────── ─────── ───────
Total Equity 360 - 513
Current Liabilities
Trade and other payables 34 - 8
─────── ─────── ───────
Total Liabilities 34 - 8
─────── ─────── ───────
Total Equity and Liabilities 394 - 521
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FANDANGO HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
Six months ended Six months ended Year ended
28 February 2018 28 February 2017 31 August 2017
GBP (‘000) GBP (‘000) GBP (‘000)
(unaudited) (unaudited) (audited)
Cash flows from operating activities
Operating loss (153) - (200)
(Increase)/decrease in receivables (18) - (53)
Increase/(decrease) in payables 26 - 8
─────── ─────── ───────
Net cash flows from operating activities (145) - (245)
Cash flows from financing activities
Net proceeds from issue of share capital - - 713
─────── ─────── ───────
Net cash flows from financing activities - - 713
─────── ─────── ───────
Net increase/(decrease)
in cash and cash equivalents (145) - 468
Cash and cash equivalents
at the beginning of the period 468 - -
─────── ─────── ───────
Cash and cash equivalents
at the end of the period 323 - 468
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NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Fandango Holdings Plc (‘the company’) is an investment company incorporated in the United Kingdom. The address of the registered office is 27-28 Eastcastle Street London W1E 8DN. The Company was incorporated and registered in England on 25 August 2016 as a private limited company and re-registered as a public limited company on 8 May 2017.
Basis of preparation
This announcement was approved and authorised to issue by the Board of directors on 28 May 2018.
The financial information in this interim report has been prepared in accordance with the International Financial Reporting Standards. IFRS comprises standards issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective for the first time in this period that would be expected to have a material impact on the company.
The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.
The same accounting policies and methods of computation are followed in the interim financial statements as compared with the most recent annual accounts
No transactions with regard to the Heads of terms to acquire Corporate Commercial Collections Limited and Vatbridge Limited and related or associated companies have been reflected in the financial statements for the interim period;
The Directors are of the opinion that the financial information should be prepared on a going concern basis, in the light of the Company's financial resources.
These condensed interim financial statements for the six months ended 28 February 2018 and 28 February 2017 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 August 2017 are extracted from the 2017 audited financial statements. The independent auditor’s report on the 2017 financial statements was not qualified.
No taxation charge has arisen for the period and the Directors have not declared an interim dividend.
Copies of the February 2018 interim report can be found on the Company’s website at www.fandangoholdingsplc.com.
Going concern
The directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.
There are no significant events or transactions that have caused changes to the financial position and performance of the entity since the end of the last annual accounting period.
2. Loss per share
Basic loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.
The calculation of basic and diluted earnings per share is based on the following figures:
Period ended Period ended Period ended
28 February 2018 28 February 2017 31 August 2017
GBP GBP GBP
(unaudited) (unaudited) (audited)
Loss for the period (153,108) - (199,990)
Weighted average number of
shares – basic 134,002,000 2 134,002,000
Weighted average number of
shares – diluted 159,002,000 2 159,002,000
Basic and diluted earnings per share (0.11p) - (0.15p)
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The diluted loss per share relates to the issue of 25,000,000 warrants to the Directors which confers the right but not the obligation to subscribe in cash for up to 25,000,000 £0.01p Ordinary Shares at the subscription price.
3. Share Capital
As at As at As at
28 February 2018 28 February 2017 31 August 2017
GBP (‘000) GBP (‘000) GBP (‘000)
(unaudited) (unaudited) (audited)
134,002,000 Ordinary shares
of £0.001 each 134 - 134
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4. Reports
A copy of this announcement will be mailed to shareholders and copies will be available for members of the public at the Company's Registered Office 27-28 Eastcastle Street London W1E 8DN
