Half-year Report

RNS Number : 8946Z

Stranger Holdings PLC

28 January 2022

 

28 January 2022

STRANGER HOLDINGS PLC

("Stranger" or the "Company")

Interim Results for the Six-Month Period Ended 30 September 2021

Stranger is an investment company with the original primary objective of undertaking a single acquisition of a target company, business, or asset in the industrial or service sector.

Chairman's Report

On 26 September 2021 the directors were pleased to announce that the company had entered into a Memorandum of Understanding with Mayflower Capital Investments Pty Limited ("Mayflower") for the acquisition of certain mineral rights in Africa, to include commodities such as Tin and Uranium. It is a very exciting opportunity for the Company; however, we are still currently unable to disclose any further details at this stage due to confidentiality reasons, but we will update the market as soon as we are able. The directors have already completed a Reverse Take-Over transaction with Mayflower via Caracal Gold PLC (formerly Papillon Holdings PLC), which they still act as directors for, and we have enjoyed an excellent working relationship with the Mayflower team and look forward to progressing this transaction with them.

Post 30 September, the Company provided an update on the transaction with Mayflower Capital to acquire an advance and near-term production uranium project (the 'Project') located in South Africa (the 'Acquisition'). The Project is located in the Northern Cape and close to the Namibian border and is an established uranium production jurisdiction.

High grade uranium mineralisation was first discovered by Anglo American in 1975 and extensive exploration programs, resource definition drilling, metallurgical test work and feasibility studies have been completed since then. The Project extends over a total area of 74,151 hectares and is covered by a granted Prospecting Right and all necessary permits and approvals are in place to allow the Company to commence exploration and update the feasibility study work.

The Board and its consultants are of the opinion that the Project has the potential to be developed as a near term, low cost uranium project, which benefits from excellent infrastructure with road, power and water within 2km of deposit, and which is likely to receive strong market support when the Company is re-admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange, given the strength of the uranium market.

In accordance with the  announced Heads of Terms, the Company appointed a new non-executive director, Ms Jackline Muchai, to the Board, in December 2021 as a representative of the Project vendors, and a further a representative is to be appointed as a non-executive director on completion of its legal, financial and technical due diligence. The Company is pleased with the process that its consultants and Mayflower are making with the Acquisition and looks forward to concluding it in 2022. As part of the transaction the Company is commencing a balance sheet restructuring and is being advised by Mazars LLP.

Acquisitions are 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 Company will, in due course, be making an 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 transactions to acquire The Recyclus Group were terminated with immediate effect and we have appointed solicitors to recover monies owed to us of in the region of £390,000 plus interest and costs. The Company had received substantial further advances from the bond, which have been onward advanced to Recyclus, for which they had assumed responsibility for the servicing and ultimate repayment of the bond. There is no guarantee that we will be successful in the claim, but we are advised our claims are strong.

The Future

The directors look forward to completing this RTO as soon as practicable as we believe the acquisition represents an exciting and profitable opportunity for the shareholders of the Company.

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.

Going Concern

As stated in the notes 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.

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.

James Longley

Director

27 January 2022

INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME

	6 Months ended   30 September 2021 GBP ('000) (unaudited)	6 months ended   30 September 2020 GBP ('000) (unaudited)	Year ended   31 March 2021 GBP ('000) (audited)
Revenue	-	1	1
Administrative expenses	(142)	(117)	(344)
Listing costs	(1)	(1)	(12)
	─	─	─
Operating loss	(143)	(118)	(355)
Investment Income			106
Finance costs	(79)	(104)	(103)
	─	─	─
Loss before taxation	(222)	(222)	(432)
Taxation	-	-	-
	─	─	─
Loss for the period	(222)	(222)	(432)
	═	═	═
Loss per share - basic and diluted (pence)	(0.15p)	(0.15p)	(0.30p)
	─	─	─

INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

	As at   30 September 2021 GBP ('000) (unaudited)	As at   30 September 2020 GBP ('000) (unaudited)	As at   31 March 2021 GBP ('000) (audited)
Assets
Current assets
Trade & other receivables	392	391	750
Cash and cash equivalents	-	-	-
Non current assets
Other debtors	138	135	133
	─	─	─
Total Assets	530	526	883
	═	═	═
Equity and Liabilities
Share capital	145	145	145
Share premium	737	737	737
Profit and loss	(3,038)	(2,606)	(2,816)
	─	─	─
Total Equity	(2,156)	(1,724)	(1,934)
Current Liabilities
Trade and other payables	477	674	771
Borrowings	336	201	199
	─	─	─
Total current liabilities	813	875	970
	─	─	─
Long term liabilities
Borrowings	1,873	1,375	1,847
	─	─	─
Total long term liabilities	1,873	1,375	1,847
	─	─	─
	─	─	─
Total Liabilities	2,686	2,250	2,817
	─	─	─
Total Equity and Liabilities	530	526	883
	═	═	═

INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY

	Share Capital GBP ('000)	Share premium GBP ('000)	Retained earnings GBP  ('000)	Total GBP ('000)
Equity at 31 March 2020	145	737	(2,384)	(1,502)
Loss for the period	-	-	(222)	(222)
	─	─	─	─
Equity at 30 September 2020	145	737	(2,606)	(1,724)
Loss for the period	-	-	(210)	(210)
	─	─	─	─
Equity at 31 March 2021	145	737	(2,816)	(1,934)
Loss for the Period	-	-	(222)	(222)
	─	─	─	─
Equity at 30 September 2021	145	737	(3,038)	(2,156)
	═	═	═	═

INTERIM CONDENSED CASH FLOW STATEMENT

	6 months ended   30 September 2021 GBP ('000) (unaudited)	Period ended   30 September 2020 GBP ('000) (unaudited )	Year ended   31 March  2021 GBP ('000) (audited)
Cash flows from operating activities
Operating loss	(222)	(222)	(432)
Add interest payable	79	104	183
(Increase)/decrease in trade and other receivables	(2)	(178)	(464)
Less interest receivable	-	(47)	(106)
Increase/(decrease) in trade and other payables	162	243	(108)
	─	─	─
Net cash flows from operating activities	17	(100)	(927)
Cashflows from investing activities
Amounts advanced/(repaid) to related parties	43	(21)	35
Interest received	-	47	106
Interest paid	(79)	(36)	(53)
	─	─	─
Net cash from/(used in) investing activities	(36)	(10)	(88)
Cash flows from financing activities
Net proceeds from issue of bonds	19	-	729
Convertible loan notes	-	-	-
Bank borrowing	-	50	50
	─	─	─
Net cash flows from financing activities	19	50	779
	─	─	─
Net increase in cash and cash equivalents	-	(60)	(60)
Cash and cash equivalents at the beginning of the period	-	60	60
	─	─	─
Cash and cash equivalents at the end of the period	-	-	-
	═	═	═

NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT

General Information

Stranger 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 and Wales on 22 October 2015 as a private limited company and re-registered on 14 November 2016 as a public limited company.

1. Bas is of preparation

This announcement was approved and authorised to issue by the Board of directors on 26 January 2022.

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). The same accounting policies and methods of computations are used as in the most recent annual financial statements.

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 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 30 September 2021 and 30 September 2020 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 March 2021 are extracted from the 2021 audited financial statements.

No taxation charge has arisen for the period and the Directors have not declared an interim dividend.

Copies of the interim report can be found on the Company's website at ww.strangerholdingsplc.com

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:

	6 months ended   30 September 2020 GBP ('000) (unaudited)	Year ended   30 September 2019 GBP ('000) (unaudited)	Year ended   31 March 2021 GBP ('000) (audited)
Loss for the period	(222)	(222)	(432)
Weighted average number of   shares - basic and diluted	145,770,000	145,770,000	145,770,000
	─	─	─
Basic and diluted earnings per share	(0.15p)	(0.15p)	(0.30p)
	─	─	─

The basic and diluted earnings per share are the same as there were no potential dilutive shares in issue during the period.

3 . Share Capital

		As at 30 September 2021 GBP ('000) (unaudited)	As at 30 September 2020 GBP ('000) (unaudited)	As at 31 March 2021 GBP ('000) (audited)
145,770,000 Ordinary shares of £0.001 each		(145)	(145)	(145)
		─	─	─

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.

 

END

 

 

IR SEEFIWEESESF