Final Results

Fandango Holdings PLC

30 June 2023

 

Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment

30 June 2023

Fandango Holdings plc ('Fandango' or 'the Company')

Financial Accounts

Fandango Holdings plc, the investment company, is pleased to provide its financial statements for the 18-month period ended 28 February 2023.

STRATEGIC REPORT

Principal activity and fair review of the business

Fandango Holdings is an investment company focused on identifying and acquiring attractive assets, through which it can leverage the Board's extensive experience and track record of growing companies to build value and create significant uplift to its shareholders.

For the 18-month period to 28 February 2023, the Company's results include the running costs of the Company and listing fees on the London Stock Exchange standard segment. The Company's shares remain suspended.

The future

On 22 June 2023, Fandango Holdings plc announced that it had executed non-binding Heads of Terms ('HoT') to acquire European Battery Metals Pty Ltd ('the Acquisition'). 

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 our business.

As the Acquisition will constitute a Reverse Takeover under the Listing Rules, the Company's ordinary shares shall remain 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.

The previously contemplated and announced transaction to acquire Radair Limited has been terminated with immediate effect.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 28 FEBRUARY 2023

		Period ended 28 February 2023		Year ended 31 August 2021
			£'000		£'000
	Notes
Continuing operations
Investment income	11		138		(6)
Listing costs			1		(10)
Administrative expenses	5		(279)		(479)
Finance cost	7		(2)		-
Loss before taxation			(142)		(495)
Taxation	8		-		-
Loss and comprehensive loss for the period			(142)		(495)
Basic and diluted loss per share from continuing and total operations	9		(0.11p)		(0.37p)

Since there is no other comprehensive income, the loss for the period is the same as the total comprehensive income for the period attributable to the owners of the Company.

STATEMENT OF FINANCIAL POSITION

AS AT 28 FEBRUARY 2023

		As at 28 February 2023		As at 31 August 2021
	Notes	£'000		£'000
Assets
Current assets
Investment held for resale	11	-		375
Trade and other receivables	11	214		10
Cash and cash equivalents	12	-		1
Total Assets		214		386
Equity and liabilities
Current liabilities
Trade and other payables	14	718		735
Non current liabilities
Borrowings	14	29		42
Total Liabilities		747		777
Equity attributable to equity holders of the Company
Share Capital - Ordinary shares	16	134		134
Share Premium		579		579
Accumulated deficit		(1,246)		(1,104)
Total Equity		(533)		(391)
Total Equity and liabilities		214		386

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 28 FEBRUARY 2023

	Period ended 28 February		Year ended 31 August
		2023		2021
		£'000		£'000
Cash flows from operating activities
Operating loss		(142)		(495)
Impairment of loan to related party		-		297
Interest payable		2		-
Liabilities written back		(8)		-
Fair value movement		-		6
Decrease in receivables		385		-
(Decrease) / increase in payables		(11)		245
Net cash flow from operating activities		226		53
Cashflows from investing activities
Amounts (advanced to)/received from related parties		(214)		52
		12		52
Cash flows from financing activities
Loan repaid		(13)		-
Net cash used in financing activities		(13)		-
Net (decrease)/increase) in cash and cash equivalents		(1)		1
Cash and cash equivalents at the beginning of the period		1		-
Cash and cash equivalents at end of period		-		1
Represented by:   Bank balances and cash		-		1

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 28 FEBRUARY 2023

	Notes	Share capital	Share premium	Accumulated deficit	Total  equity
		£'000	£'000	£'000	£'000
As at 31 August 2020		134	579	(608)	105
Loss for the year		-	-	(495)	(495)
As at 31 August 2021		134	579	(1,104)	(391)
Loss for the 18 month period		-	-	(142)	(142)
As at 28 February 2023		134	579	(1,246)	(533)

Share capital is the amount subscribed for shares at nominal value.

Share premium represents amounts subscribed for share capital in excess of nominal value.
Accumulated deficit represents the cumulative loss of the Company attributable to equity shareholders.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 28 FEBRUARY 2023

1       General information                

Fandango Holdings PLC ('the Company') is an investment company incorporated and domiciled in the United Kingdom. The address of the registered office is disclosed on the company information page at the front of the annual report.  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.

2       Accounting policies

2.1.   Basis of Accounting

This financial information has been prepared in accordance with UK adopted International Accounting Standards (IAS), and those parts of the Companies Act 2006 applicable to companies reporting under IAS. The financial statements have been prepared under the historical cost convention.

The principal accounting policies adopted are set out below.  These policies have been consistently applied. 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Although these estimates are based on management's experience and knowledge of current events and actions, actual results may ultimately differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

There has been a change in the financial year from 31 August 2022 to 28 February 2023.  Hence, the financial statements for the current period are for 18 months and are not comparable to the prior year numbers.

Both the functional and presentational currency in which the financial statements are presented is GBP.

Going concern

These financial statements have been prepared on the assumption that the Company is a going concern. When assessing the foreseeable future, the Directors have looked at a period of at least twelve months from the date of approval of this report and have looked at the adequacy of funds required as well as working capital requirements of the Company.

The Company continues to be loss-making and has very limited cash balances to pay its pending debts as and when they fall due. The Directors and James Longley, a shareholder, have provided letters of support confirming that they will provide such additional working capital as necessary to enable the Company to meet all of its debts as and when they fall due for a period of at least twelve months from the date of approval of the financial statements. On this basis 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 financial statements. There are, however, some inherent uncertainties in relation to future events and the outcome of the proposed acquisition detailed in the Chairman's Report and therefore there exists a material uncertainty as to the going concern status of the Company.

b)    New and amended standards adopted by the Company

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning that would be expected to have a material impact on the Company.

New Standards and interpretations

The IASB and IFRIC have issued the following standards and interpretations which are in issue but not in force at 31 December 2022:

Description                                                                                                                                 Effective date

Newly effective standards for 1 January 2022 to 31 December 2022

Amendments to IFRS 17                                                                                                             1 January 2023

Disclosure of accounting policies (amendments to IAS 1 and IFRS practice

statement 2)                                                                                                                                 1 January 2023

Definition of accounting estimate (amendments to IAS 8)                                                           1 January 2023

Deferred tax related to assets and liabilities arising from a single transaction

amendments to IAS 12 income taxes)                                                                                         1 January 2023

IFRS 16 Leases amendments regarding the classification of liabilities                                      1 January 2024

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements other than in terms of presentation.

2.2    Financial instruments

Classification and measurement

The company classifies its financial assets into the following categories: those to be measured subsequently at fair value (either through other comprehensive income (FVOCI) or through the profit or loss (FVPL)) and those to be held at amortised cost.

Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows.

Management determines the classification of financial assets at initial recognition. The policy with regard to financial risk management is set out in note 4. Generally, the company does not acquire financial assets for the purpose of selling in the short term.

The company's business model is primarily that of "hold to collect" (where assets are held in order to collect contractual cash flows). When the company enters into derivative contracts, these transactions are designed to reduce exposures relating to assets and liabilities, firm commitments or anticipated transactions.

Financial Assets held at amortised cost

The classification applies to debt instruments which are held under a hold to collect business model and which have cash flows that meet the "solely Payments of Principal and Interest" (SPPI) criteria.

Other financial assets are initially recognised at fair value plus related transaction costs, they are subsequently measured at amortised cost using the effective interest method. Any gain or loss on derecognition or modification of a financial asset held at amortised cost is recognised in the income statement.

Financial Assets held at fair value through other comprehensive income (FVOCI)

The classification applies to the following financial assets:

·      Equity investments where the company has irrevocably elected to present fair value gains and losses on revaluation of such equity investments, including any foreign exchange component, are recognised in other comprehensive income. When an equity investment is derecognised, there is no reclassification of fair value gains or losses previously recognised in other comprehensive income to the income statement. Dividends are recognised in the income statement when the right to receive payment is established.

Financial Assets held at fair value through profit or loss (FVPL)

The classification applies to the following financial assets. In all cases, transaction costs are immediately expensed to the income statement.

·      Debt instruments that do not meet the criteria of amortised costs or fair value through other comprehensive income. The Group has a significant proportion of trade receivables with embedded derivatives for professional pricing. These receivables are generally held to collect but do not meet the SPPI criteria and as a result must be held at FVPL. Subsequent fair value gains or losses are taken to the income statement.

·      Equity investments which are held for trading or where the FVOCI election has not been applied. All fair value gains or losses and related dividend income are recognised in the income statement.

Financial liabilities

Borrowings and other financial liabilities (including trade payables but excluding derivative liabilities) are recognised initially at fair value, net of transaction costs incurred, and are subsequently measured at amortised cost.

Impairment of financial assets

A forward-looking expected credit loss (ECL) review is required for: debt instruments measured at amortised cost. Other financial assets are held at fair value through other comprehensive income: loan commitments and financial guarantees not measured at fair value through profit or loss; lease receivables and trade receivables that give rise to an unconditional right to consideration.

As permitted by IFRS 9, the company applies the "simplified approach" to other receivable balances and the "general approach" to all other financial assets. The general approach incorporates a review for any significant increase in counter party credit risk since inception. The ECL reviews including assumptions about the risk of default and expected loss rates. For trade receivables, the assessment takes into account the use of credit enhancements, for example, letters of credit.

2.3    Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.4    Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

There is no tax payable as the Company has made a taxable loss for the year. Taxable loss differs from net loss as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit or loss. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

2.5    Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions. In the opinion of the director, the Company has one class of business, being that of an investment company. The Company's primary reporting format is determined by the geographical segment according to the location of its establishments. There is currently only one geographic reporting segment, which is the UK. All costs are derived from the single segment.

2.6.  Government grants

Government grants in relation to tangible fixed assets are credited to profit and loss account over the useful lives of the related assets, whereas those in relation to expenditure are credited when the expenditure is charged to profit and loss.

2.7.  Assets held for resale

Assets held for resale are investments not expected to be held for longer than a year and therefore regarded as a current asset.

3       Critical accounting estimates and judgments

The Company makes certain judgements and estimates which affect the reported amount of assets and liabilities. Critical judgements and the assumptions used in calculating estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

(a) Recoverability of loans to related parties

Provisions for loans given to related parties are considered to be an area of key judgement for the company, given the underlying materiality of the loan balances. Recoverability of these balances is based on the conversion of the loans to equity upon relisting of the related parties.

4       Financial risk management

The Company's activities may expose it to some financial risks. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

a)   Liquidity risk

Liquidity risk is the risk that Company will encounter difficulty in meeting obligations associated with financial liabilities. The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the Company's short term and long-term funding risks management requirements. During the period under review, the Company has not utilised any borrowing facilities. The Company manages liquidity risks by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

b)   Capital risk

The Company takes great care to protect its capital investments. Significant due diligence is undertaken prior to making any investment. The investment is closely monitored.

c)   Credit risk

The Company has provided loans to companies. The Company assesses the creditworthiness, prior to providing the loans to limit the risk of default.

5       Operating loss, expenses by nature and personnel

	Period ended 28 February 2023		Year ended 31 August  2021
		£'000		£'000
Operating loss is stated after charging:
Directors' fees		113		148
Consultancy and advisory fees		96		10
Bad debt Audit fees		- 44		296 14
Other administrative expenses		26		11
Total administrative expenses		279		479

6       Personnel

The average monthly number of employees during both the current and prior period was two directors.

There were no benefits, emoluments or remuneration payable during the period for directors other than the £113,000 (2021: £148,000) in fees disclosed in Note 5. The fees paid are also detailed in Note 17 as related party transactions.

7       Finance Cost

For the period end	28 February			31 August
		2023		2021
		£'000		£'000
Bank interest		2		-
		1		-

8       Taxation

For the period ended	28 February 2023		31 August 2021
		£'000			£'000
Total current tax		-			-
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation		(142)			(495)
Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 19%		(27)			(94)
Effects of:
Non-deductible expenses		-			-
Tax losses carried forward		27			94
Current tax charge for the period		-			-

No liability to UK corporation tax arose on ordinary activities for the current period.

The Company has estimated excess management expenses of £1,228,594 (2021: £1,089,777) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset at a rate of 25% (2021: 19%) of approximately £307,148 (2021: £207,058) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

9       Earnings per share

For the period end	28 February 2023		31 August 2021
Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:
Loss after tax attributable to equity holders of the Company		(£141,320)			(£495,801)
Weighted average number of ordinary shares		134,002,000			134,002,000
Weighted average number of ordinary shares on a diluted basis		134,002,000			134,002,000
Basic loss per share		(0.11p)			(0.37p)

10     Capital risk management

The Directors' objectives when managing capital are 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 to reduce the cost of capital. At the date of this financial information, the Company had been financed by the introduction of capital. In the future the capital structure of the Company is expected to consist of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.

11     Trade and other receivables

For the period end	28 February			31 August
			2023		2021
			£'000		£'000
Investment held for resale			-		375
Other receivables			213		7
Prepayments			1		3
			214		385

Other receivables consist of unsecured loans to two related parties, the recoverability of which is based on the conversion of the loans to equity upon relisting of the two related parties. Further details are provided in note 17 to the financial statements.

The Investment held for resale was sold in the reporting period for £513,805 producing a profit after costs of £138,406.

12     Cash and cash equivalents

For the period end	28 February			31 August
		2023		2021
		£'000		£'000
Cash at bank		-		1
		-		1

13     Financial instruments

The Company's financial instruments comprise cash and cash equivalents, trade receivables and payables and leases, which arise directly from its operations. It is, and has been throughout the period under review, the Company's policy to ensure that there is no trading in financial instruments. The main purpose of these financial instruments is to finance the Company's operations.

For the period end	28 February 2023		31 August 2021
		£'000		£'000
Financial Assets at amortised cost
Cash and cash equivalents		-		1
Other debtors		214		385
		214		386

Financial Liabilities at amortised cost
Trade and other payables	747		777
	747		777

Net Financial Liabilities	(533)		(391)

Financial Assets and Liabilities

Financial assets and financial liabilities are recognised on the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Credit Risk

The Group trades only with third parties it recognises as being creditworthy. In addition, receivable balances are monitored on an ongoing basis.

Financial Risk Factors

The Company's activities expose it to liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

Foreign exchange Risk

The company's activities expose it to foreign exchange risk meaning it will be exposed to various currencies other than UK pound sterling. The Group seeks to reduce this risk by regularly reviewing its projects to identify where foreign exchange risk exists. The Group will seek to mitigate any identified risks of adverse currency fluctuations through the use of financial instruments where necessary to secure favourable, predetermined rates of exchange.

Liquidity Risk

The Company's borrowing exposes it to liquidity risk. Management's objectives are now to manage liquid assets in the short term through closely monitoring costs. The Group has borrowing facilities that require repayment and the interest is on a fixed basis limiting the risk exposure.

Fair Values of Financial Assets and Liabilities

The Directors consider that the fair value of the Company's financial assets and liabilities are not considered to be materially different from their book values.

14     Trade and other payables

         Trade and other payables due within 1 year

For the period end	28 February 2023		31 August 2021
		£'000		£'000
Trade and other payables		375		325
Bank borrowings		10		8
Accruals		333		402
		718		735

         Non-current liabilities

For the period end	28 February 2023		31 August 2021
		£'000		£'000
Bank borrowings		29		42
		29		42

15     Net Debt Reconciliation

         This section sets out an analysis of net debt and the movements in net debt for each
         of the periods presented.

For the period end	28 February 2023		31 August 2021
		£'000		£'000
Cash and cash equivalents		-		1
Borrowings		39		50
		39		51

	Borrowings		Cash and cash equivalents		Total
	£		£		£
Net debt as at 31 August 2020	50		-		50
Financing cash flows	-		1		1
Net debt as at 31 August 2021	50		1		51
Financing cash flows	(11)		(1)		(12)
Net debt as at 28 February 2023	39		-		39

16  Share capital

For the period end	28 February 2023		31 August 2021
Allotted, called up and fully paid		£'000		£'000
134,002,000 Ordinary shares of £0.001 each		134		134
		134		134

During the period the Company had no share transactions.

The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) right; they do not confer any rights of redemption.

17    Directors salaries, fees and Related parties

1)   No salaries were paid to the directors during the period.

	2023		2021
Charles Tatnall	£ Nil		£ Nil
Timothy Cottier	£ Nil		£ Nil

2)   Consultancy fees paid to Tatbels Limited and Kinloch Corporate Finance Limited             

	2023		2021
Tatbels Limited	£86,400		£57,600
Kinloch Corporate Finance Limited	£27,000		£32,400

                            These amounts are shown net of irrecoverable VAT.

3)    As at 28 February 2023, Tatbels Limited was owed accrued fees of £121,600 (August 2021: £157,150) and Kinloch Corporate Finance Limited was owed accrued fees of £49,780 (August 2021: £67,780). Charles is also owed a further £21,690 on his Director's current account.

Tatbels Limited is controlled by Charles Tatnall.

Kinloch Corporate Finance Limited is controlled by Timothy Cottier.

4)    Consultancy fees accrued to James Longley a shareholder and ex-director and of the company amounted to £119,270 (August 2021: £154,820) (including irrecoverable VAT). James is also owed a further £17,990 on his loan account. James holds 5,000,000 shares in the company which are held through Hargreaves Lansdown (Nominees) Limited. The amount of accrued fees has been included in the Accruals owed at the balance sheet date.

5)    Plutus Powergen PLC a company where both Charles Tatnall and Tim Cottier are directors received a short-term unsecured loan from the company totalling £7,000 (August 2021: £7,000), repayable upon demand and without interest. The loan was still outstanding at the period end.

6)    Plutus Energy Limited a company where Charles Tatnall is a director received a short-term unsecured loan from the company totalling £206,700 (August 2021: £nil), repayable upon demand and without interest. The loan was still outstanding at the period end.

18     Capital commitments

There was no capital expenditure contracted for at the end of the reporting period but not yet incurred.

19    Ultimate controlling party

 As at 28 February 2023 there is no ultimate controlling party.

20.   Events after the reporting period

As detailed in the Strategic report, on 22 June 2023, Fandango Holdings plc announced that it had executed non-binding Heads of Terms ('HoT') to acquire European Battery Metals Pty Ltd ('the Acquisition'). 

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 our business.

The Company will publish updates on the transaction as it progresses.

ENDS

For further information visit www.fandangoholdingsplc.com or contact: 

Charles Tatnall

Fandango Holdings plc

E: [e-mail]

 

END