Interim Results

RNS Number : 5294Z

Stranger Holdings PLC

15 December 2017

 

Stranger Holdings plc / Index: LSE / Epic: STHP / Sector: Investment

15 December 2017

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

Interim Results

Stranger Holdings plc, the London listed investment company is pleased to announce its results for the period ended 30 September 2017.

Chairman's Report

Stranger Holdings PLC ("the Company") 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 to which end it announced non-binding Heads of Terms to acquire Alchemy Utilities Limited ("Alchemy) via a reverse takeover transaction as described below.

Results for the period

For the period from 1 April 2017 to 30 September 2017, the Company's results included the ongoing running costs of the Company and ongoing costs in connection with the reverse takeover of Alchemy which is progressing well. The board expects the Company to be re-admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange by the end of the first quarter of 2018.

In August 2017, the Company announced that it had signed a non - binding Heads of Terms to acquire the entire issued share capital of Alchemy Utilities Limited ('Alchemy'), a multi - divisional, Irish based sustainable utility company, for new shares in the Company (the 'Acquisition'). The Acquisition, if completed, would result in Stranger shareholders having a minority interest in the enlarged group (the 'Group').

Alchemy is a specialist in the complex field of waste to synthetic gas production, renewable energy, and using waste energy to provide drinking water through the removal of salt and other contamination. It positions itself as the world leader in the delivery of renewable, low/zero carbon community based schemes designed to deliver true 'circular economy', a model that looks beyond the current "take, make and dispose" extractive industrial model. It is a regenerative system in which resource input and waste, emissions, and energy leakage are minimised by slowing, closing and narrowing material and energy loops. This can be achieved by long - lasting design, maintenance, repair, reuse, remanufacturing, refurbishing and recycling. Further information is available at www.alchemyutilities.ie 

In its pursuit of a circular economy, Alchemy aims to innovate, deliver and operate full service projects, creating community based and private renewable projects utilising its own decentralised sustainable utility technologies. Alchemy has established a collaboration agreement with Harper Adam' s University. As a strategic development partners, HAU and their research partners including UCD, will provide additional resources and independent technical validation to the fully commercialised processes. (HAU are ranked as the UK's no1 agricultural and food technology University, and No1 in terms of their research and development facilities with industrial partners.)

Benefitting from an experienced management team, Alchemy has not only already successfully secured the ownership of strategic IP and patents but is in advanced stages of appointing a worldwide distribution network extending through Europe into Asia to enable the delivery of its innovative products.

The Acquisition continues to be 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 directors of Stranger and Alchemy are working closely together to ensure that the relisting is successful and that the group will thereafter have the financial and human rescores and other business infrastructure required to enable the combined group to achieve its short to medium term growth and expansion plans.

To that end, issued on 31 October 2017, Stranger Holdings PLC is seeking to access a  a 5-year £20 million bond which is being actively marketed to retail investors and a copy of the teaser for the bond may be viewed on the Company's website. The terms of the bond are 5 years with a bullet repayment with a coupon of 7.75% and the bond is listed on the Frankfurt Stock Exchange with ISIN GB00BF0MWT35 with SEDOL BF0MWT3 for clearing and settlement via CREST.

Risks and uncertainties

There can be no certainty that the above transaction will complete but the directors of both Alchemy and Stranger are working hard to ensure that legal completion happens as soon as practicable and that readmission to trading on the main market for listed securities of the London Stock Exchange happens as timeously as possible.

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.

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

15 December 2017

STRANGER HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME

	Period ended   30 September 2017 GBP ('000) (unaudited)	Period ended   30 September 2016 GBP ('000) (unaudited)	Period ended   31 March 2016 GBP ('000) (unaudited)
Administrative expenses	(382)	-	(140)
Listing costs	-	-	(102)
Admission costs	-	-	-
	───────	───────	───────
Loss before taxation	(382)	-	(242)
Taxation	-	-	-
	───────	───────	───────
Loss for the period	(382)	-	(242)
	═══════	═══════	═══════
Loss per share - basic and diluted (pence)	(0.26p)	-	(0.89p)
	───────	───────	───────

 

STRANGER HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY

	Share Capital GBP ('000)	Share premium GBP ('000)	Retained earnings GBP ('000)	Total GBP ('000)
Equity at the start of the period	-	-	-	-
Total recognised income and expense for the period	-	-	-	-
Issue of share capital	-	-	-	-
	──────	──────	───────	──────
Equity at 30 September 2016	-	-	-	-
Shares issued during the Period	145	862		1007
Share issue costs		(125)		(125)
Loss for the period			(242)	(242)
	──────	──────	──────	──────
Equity at 31 March 2017	145	737	(242)	640
Loss for the Period	-	-	(382)	(382)
Issue of share capital	-	-	-	-
	──────	──────	──────	──────
Equity at 30 September 2017	145	737	(624)	258
	══════	══════	═══════	══════

STRANGER HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

	As at   30 September 2017 GBP ('000) (unaudited)	As at   30 September 2016 GBP ('000) (unaudited)	As at   31 March 2017 GBP ('000) (unaudited)
Assets
Current assets
Trade & other receivables	19	-	48
Cash and cash equivalents	254	-	611
	──────	───────	───────
Total Assets	273	-	367
	═══════	═══════	═══════
Equity and Liabilities
Share capital	145	-	145
Share premium	737	-	737
Profit and loss	(625)	-	(242)
	──────	───────	───────
Total Equity	257	-	640
Current Liabilities
Trade payables	16	-	19
Accruals	-	-	-
	───────	───────	───────
Total Liabilities	16	-	19
	───────	───────	───────
Total Equity and Liabilities	273	-	659
	═══════	═══════	═══════

 

STRANGER HOLDINGS PLC

INTERIM CONDENSED CASH FLOW STATEMENT

	Period ended   30 September 2017 GBP ('000) (unaudited)	Period ended   30 September 2016 GBP ('000) (unaudited)	Period ended   31 March   2017 GBP ('000) (unaudited)
Cash flows from operating activities
Operating loss	(357)	-	(242)
(Increase) in trade and other receivables	28	-	(8)
Increase/(decrease) in trade and other payables	(28)	-	19
	───────	───────	───────
Net cash flows from operating activities	(357)	-	(231)
Cash flows from financing activities
Net proceeds from issue of share capital	-	-	842
	───────	───────	───────
Net cash flows from financing activities	-	-	842
	───────	───────	───────
Net increase in cash and cash equivalents	(357)	-	611
Cash and cash equivalents at the beginning of the period	611	-	-
	───────	───────	───────
Cash and cash equivalents at the end of the period	254	-	611
	═══════	═══════	═══════

NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT

1.   Accounting policies

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.

Basis of preparation

This announcement was approved and authorised to issue by the Board of directors on 15 December 2017. 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 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 2017 and 30 September 2016 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 March 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 interim report can be found on the Company's website at www.strangerholdingsplc.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.

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   30 September 2017 GBP (unaudited)	Period ended   30 September 2016 GBP (unaudited)	Period ended   31 March 2017 GBP (unaudited)
Loss for the period	(382,450)	-	(242,644)
Weighted average number of   shares - basic and diluted	145,770,000	2	27,266,436
Basic earnings per share	(0.26p)	-	(0.89p)
	───────	───────	───────
Diluted earnings per share	(0.26p)	-	(0.89p)
	───────	───────	───────

The basic and diluted earnings per share are the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation.

3. Share Capital

		As at 30 September 2017 GBP ('000) (unaudited)	As at 30 September 2016 GBP ('000) (unaudited)	As at 31 March 2017 GBP ('000) (unaudited)
145,770,000 Ordinary shares of £0.001 each		(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

 **ENDS**

For further information visit www.strangerholdingsplc.com or contact the following: 

Stranger Holdings plc
James Longley	Stranger Holdings plc	[e-mail]
Financial Adviser
Jon Isaacs	Alfred Henry Corporate Finance Ltd	Tel: [phone]
Financial PR
Isabel de Salis /Olivia Vita	St Brides Partners Ltd	Tel: [phone]

 

END

 

 

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