Half-year Report

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 MONTHS ENDED 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 £172,853, 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 £200,000 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

 

 

 

 

£000

£000

£000

 

 

 

 

 

 

 

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

 

 

£000

£000

£000

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

 

 

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 January 2019 

 

306

1,078

(1,081)

303

 

 

 

 

 

 

Loss for the period

 

  -

  -

(210)

  (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

 

 

£000

£000

£000

 

 

 

 

 

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 (£'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 £)

 

 

 

(172,854)

(210,144)

(334,880)

 

 

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

 

 

£'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 £200,000 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 £nil.

 

 

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.
 
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