Final Results

TMT Acquisition PLC

14 July 2023

 

TMT Acquisition plc

("TMT Acquisition," or the "Company")

Results for the year ended 31 March 2023

TMT Acquisition, (LSE: TMTA), the investment business established to pursue opportunities in the technology, media and telecom sector, today announces its results for the year ended 31 March 2023.

Financial Highlights

·      Net cash and financial assets as at 31 March 2023 of £ 4,749,604 (2022: net cash of £4,804,060)

·      Net assets as at 31 March 2023 of £4,717,188 (2022: £4,777,275)

·      Operating loss and loss before tax of £60,087 (2022: £101,532)

·      Basic and diluted loss per share of 0.22 pence (2022: 0.74 pence)

Harry Hyman, Chairman of TMT Acquisition, commented:

"We are proactively engaged with suitable targets and have identified at least one opportunity.  We have been engaged with businesses within the TMT sector that are both disruptive digitally enabled media and technology businesses in the financial services and regulated sectors."

"When assessing these opportunities, we have been focused on attractive ‎revenue growth and a clear pathway to high quality earnings."

Results for year ended 31 March 2023

Excerpts from the report and audited financial statements of the Company for the year ended 31 March 2023 are set out below.

For further information please contact:

TMT Acquisition plc Harry Hyman	via focusIR
Dowgate Capital Limited - Financial Adviser and Broker David Poutney / Nicholas Chambers	[phone]
focusIR  Investor Relations Kat Perez	[e-mail]

Chairman's Statement

We are proactively engaged with suitable targets and have identified at least one opportunity.  We have been engaged with businesses within the TMT sector that are both disruptive digitally enabled media and technology businesses in the financial services and regulated sectors.

When assessing these opportunities, we have been focused on attractive ‎revenue growth and a clear pathway to high quality earnings. In addition, and as detailed in the prospectus at the time of listing, the range of characteristics for the target company, include:

·      Management's track record of creating shareholder value; 

·      Management's deep industry knowledge and relationships; 

·      Long term growth prospects and attractive competitive dynamics; 

·      Leading market positions;

·      Quality of earning, including recurring/repeat revenue streams, operational leverage and ability to generate strong free cash flow; and

·      Key market criteria to include but not limited to opportunities for value accretive acquisitions to create end-to-end solutions; acceleration in growth from new products and services or new markets; and accelerating the execution of their go-to-market strategy.

On behalf of the Board, I would like to thank all our shareholders for their continued support. We have identified at least one acquisition opportunity and look forward to updating the market in due course. 

Financial highlights during the year are detailed below.  

Financial Highlights

·      Net cash and financial assets as at 31 March 2023 of £4,749,604 (2022: net cash of £4,804,060)

·      Net assets as at 31 March 2023 of £4,717,188 (2022: £4,777,275)

·      Operating loss and loss before tax of £60,087 (2022: £101,532)

·      Basic and diluted loss per share of 0.22 pence (2022: 0.74 pence)

Strategic Report

The Directors present the Strategic Report of the Company for the year ended 31 March 2023.

Review of business in the year

Operational review

The Company was incorporated in England and Wales on 25 March 2021 as a public limited company under the Companies Act with registered number 13292061. On incorporation, the Company issued 2 ordinary shares at nominal value of 4 pence per share. On 13 May 2021, the Company issued 2,499,998 ordinary shares at nominal value of 4 pence per share.

Upon Admission on 11 October 2021, the Company issued 25,000,000 Ordinary Shares at 20 pence per share and all ordinary shares were admitted by the FCA to a Standard Listing on the Official List in accordance with Chapter 14 of the Listing Rules and to trading on the Main Market of the London Stock Exchange (LSE).

Strategy

The company has been formed to acquire businesses in the technology, media, and telecom ("TMT") sector. The Company intends to consider opportunities within the TMT sector focusing on disruptive ‎digitally enabled media and technology businesses with an initial ‎focus in the financial services and other regulated sectors. The Directors are in charge of carrying out the Company's objectives, implementing its acquisition policy and financing and business strategies, as well as managing the Company as a whole. The Board shall examine and make decisions about all acquisitions, divestitures, and other strategic matters.

The Board provides leadership within a framework of prudent and effective controls. The Board establishes the corporate governance values of the Company and has overall responsibility for setting the Company's strategic aims, defining the business plan and strategy, and managing the financial and operational resources of the Company. Prior to an acquisition, the Company will not have any full-time employees.

Financial review

Results for the year ended 31 March 2023

The Company incurred a loss for the year ended 31 March 2023 of £60,087 (2022: £101,532). The loss for the year results from the on-going administrative expenses required to operate the Company.

Cash flow

Following the decision to move cash into near cash instruments net cash outflow for the year end was £4,337,511 (net cash inflow in 2022: £4,804,060). This includes net operating cash outflows of £89,286 for ongoing costs and net cash generated from investing activities of £1,775.

In December 2022, the company deposited £4,250,000 in a fixed term deposit account with Lloyds Bank Plc. The account bears interest of 2.5% per annum. This has been accounted for as a financial asset at amortised cost under IFRS 9, and no impairment to the carrying amount is recognised.

The duration for which the deposit is held, and interest accumulated is 6 months from commencement. At which time the interest accrued over the period will be paid along with the repayment of the initial deposit. At 31 March 2023, fixed term deposits include £33,055 of accrued interest (2022: £Nil).

As at 31 March 2023, the Company held £466,549 of cash and cash equivalents (2022: £4,804,060).

Principal risks and uncertainties

The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors consider the following risk factors are of particular relevance to the Company's activities although it should be noted that this list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. Where possible, processes are in place to monitor and mitigate such risks.

Unproven business model

The Company is a newly formed entity with no operating history and although a number of potential acquisition opportunities are being considered none of these are in substantive negotiations and there is a risk that no acquisitions are completed or that acquisitions are completed which do not create value for shareholders.

The Company relies on the experience and talent of its management and advisers

The Company is dependent on the Directors to identify potential acquisition opportunities and to execute an acquisition and the loss of the services of the Directors could materially adversely affect the Company's strategy or ability to deliver upon it in a timely manner or at all.

The Company is unable to complete any acquisitions

The Company may be unable to complete an acquisition in a timely manner or at all or to fund the operations of the target business if it does not obtain additional funding following completion of an acquisition.

Acquiring less than controlling interests

The Company may acquire either less than whole voting control of, or less than a controlling equity interest in a target, which may limit the Company's operational strategies and reduce its ability to enhance shareholder value.

Strategy

The Company currently has no assets producing positive cash flow and its ultimate success will depend on the Directors' ability to implement the strategy outlined in its Prospectus, generate cash flow from the Company's potential investments, and access equity and debt financing markets as the Company grows and develops. Whilst the Directors are optimistic about the Company's prospects, there is no certainty that anticipated outcomes and sustainable revenue streams will be achieved.

Raising finance

The Company may need to raise substantial additional capital in the future to fund any acquisition and future revenues, taxes, capital expenditures and operating expenses will all be factors which will have an impact on the amount of additional capital required. Any additional equity financing may be dilutive to Shareholders and debt financing, while widely available, may involve restrictions on financing and operating activities.

The Company may be subject to changes in regulation affecting the TMT sector

The technology industry that the Company is focused on has a highly regulated environment that is subject to regular change and upon a successful acquisition, the Company will have to ensure its compliance with the required regulation and compliance with respect to its operations.

Statement of Comprehensive Income

		Note			Year ended 31 March 2023 £		Period ended 31 March 2022 £
Continuing operations
Administrative expenses		5			(94,917)		(101,532)
Operating loss and loss before tax					(94,917)		(101,532)
Finance income		6			34,830		-
Loss before tax		4			(60,087)		(101,532)
Taxation		7			-		-
Total comprehensive loss for the year/period attributable to the equity owners					(60,087)		(101,532)
Loss per share
Basic and diluted (pence per share)		8			(0.22)		(0.74)
The above results were derived from continuing operations. Statement of Financial Position
Company Number: 13292061				As at  31 March 2023		As at  31 March 2022
	Note			£		£
ASSETS
Current assets
Trade and other receivables	9			9,000		6,563
Financial assets at amortised cost	10			4,283,055		-
Cash and cash equivalents	11,15			466,549		4,804,060
Total current assets				4,758,604		4,810,623
Total assets				4,758,604		4,810,623
LIABILITIES
Current liabilities
Trade and other payables	12			41,416		33,348
Total current liabilities				41,416		33,348
Total liabilities				41,416		33,348
NET ASSETS				4,717,188		4,777,275
EQUITY
Share capital	13			1,100,000		1,100,000
Share premium	13			3,778,807		3,778,807
Accumulated losses	14			(161,619)		(101,532)
Total equity				4,717,188		4,777,275

Statement of Changes in Equity

	Share capital		Share premium		Accumulated losses		Total equity
	£		£		£		£
As at 25 March 2021	-		-		-		-
Comprehensive income
Loss for the period	-		-		(101,532)		(101,532)
Transactions with owners
Issue of ordinary shares	1,100,000		4,000,000		-		5,100,000
Cost to issue shares	-		(221,193)		-		(221,193)
As at 31 March 2022 and 01 April 2022	1,100,000		3,778,807		(101,532)		4,777,275
Comprehensive income
Loss for the year	-		-		(60,087)		(60,087)
As at 31 March 2023	1,100,000		3,778,807		(161,619)		4,717,188

Statement of Cashflows

		Year ended  31 March 2023		Period ended 31 March 2022
	Note	£		£
Cash flow from operating activities
Operating loss		(60,087)		(101,532)
Adjustments for non-cash/non-operating items:
Finance income	6	(34,830)		-
Cash outflow from operating activities		(94,917)		(101,532)
Changes in working capital
Increase in trade and other receivables	9	(2,438)		(6,563)
Increase in trade and other payables	12	8,068		33,348
Net cash used in operating activities		(89,286)		(74,747)
Cash flow from investing activities
Interest received	6	1,775		-
Investment in financial assets at amortised cost	10	(4,250,000)		-
Net cash generated from investing activities		(4,248,225)		-
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs		-		5,100,000
Share issue costs		-		(221,193)
Net cash generated from financing activities		-		4,878,807
Net (decrease)/increase in cash and cash equivalents		(4,337,511)		4,804,060
Cash and cash equivalents at the beginning of the year/period		4,804,060		-
Cash and cash equivalents at the end of the year/period	11	466,549		4,804,060

Notes to the Financial Statements

1.   Company information

TMT Acquisition Plc (the "Company") is a public company listed on the London Stock Exchange in England and Wales. The Company is domiciled in England and its registered office is 15 Fetter Lane, London, EC4A 1BW.

The principal activity of the Company is that of identifying and acquiring investment projects.

The comparative financial statements consist of the period from incorporation on 25 March 2021 to 31 March 2022.

2.   Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1       Basis of preparation

These financial statements of the Company have been prepared on a going concern basis in accordance with UK-adopted International Accounting Standards (IFRS).

Measurement bases

The financial statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The preparation of the financial statements in compliance with IFRS requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 3.

2.2       Going concern

The Company had £466,549 in cash and £4,283,055 in fixed term deposits maturing within 3 months as at 31 March 2023 (2022: cash of £4,804,060) and ongoing operational costs of c.£100,000 per annum, providing significant headroom to fund costs associated with evaluating acquisitions and investments, including due diligence. In the year, the Company deposited the majority of its cash reserves into a fixed term deposit account generating interest income which offsets the ongoing operational costs, allowing the Company to maintain its cash position until an investment opportunity is identified. On this basis, the Board considers the Company to have sufficient resources to remain in operational existence for the foreseeable future. When a suitable acquisition is identified, further funding will be needed to finance the acquisition.

2.3       Functional and presentation currency

The financial information is presented in the functional currency, pounds sterling ("£") except where otherwise indicated.

2.4       New standards, amendments and interpretations

New standards, interpretations and amendments

There are a number of standards, amendments to standards, and interpretations which have been issued by the UK Endorsement Board (UKEB) that are effective in future accounting periods that the Company has decided not to adopt early.

The following amendments are effective for periods beginning on or after 1 January 2023:

-     Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);

-     Definition of Accounting Estimates (Amendments to IAS 8); and

-     Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).

The following amendments are effective for the period beginning 1 January 2024:

-     IFRS 16 Leases (Amendment - Liability in a Sale and Leaseback)

-     IAS 1 Presentation of Financial Statements (Amendment - Classification of Liabilities as Current or Non-current)

-     IAS 1 Presentation of Financial Statements (Amendment - Non-current Liabilities with Covenants)

The Company does not expect any of the amendments issued by the UKEB, but not yet effective, to have a material impact on the Company.

2.5       Segment reporting

Identifying and acquiring investment projects is the only activity the Company is involved in and is therefore considered as the only operating segment.

The financial information therefore of the single segment is the same as that set out in the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, and the Statement of Cash Flows.

2.6       Finance income

Finance income comprises interest income and accrued interest on bank deposits. Interest income is recognised in the profit and loss at the point at which the company becomes entitled to it. Accrued interest is recognised at regular intervals over the product lifecycle in line with the product interest rate.

2.7       Financial assets

Classification

The Company classifies all its financial assets at amortised cost. Management determines the classification of its financial assets at initial recognition.

Amortised cost

The Company's financial assets held at amortised cost comprise cash and cash equivalents and fixed term deposits in the statement of financial position.

The cash and cash equivalents in the statement of financial position is entirely made up of deposits held with Lloyds Bank Plc, a counterparty with independent credit ratings of a minimum of A-. Cash and cash equivalents are recognised as all accounts held to meet short term cash commitments with up to 3 months maturity at inception.

Fixed term deposits in the statement of financial position is entirely made up of deposits held directly with Lloyds Bank Plc with a maturity of more than 3 months at inception.

2.8       Financial liabilities

The Company classifies its financial liabilities in the category of financial liabilities at amortised cost. All financial liabilities are recognised in the statement of financial position when the Company becomes a party to the contractual provision of the instrument. Trade and other payables are included in this category.

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

2.9       Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classified as equity.

-     The share capital account represents the nominal value of the shares issued.

-     The share premium account represents premiums received on the initial issuing of the share capital. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds, net of tax.

-     Accumulated losses include all current year results as disclosed in the Statement of Comprehensive Income.

2.10      Income tax

Income tax for the year presented comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts.

3.   Significant judgements and estimates

The preparation of the Company's financial statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the statement of financial position date, amounts reported for revenues and expenses during the year, and the disclosure of contingent liabilities, at the reporting date.

Estimates and judgements are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Directors consider that there are no critical accounting judgements or estimates relating to the financial information of the Company.

 

4.     Loss before income tax

The loss before income tax is stated after charging:

	Year ended 31 March 2023		Period ended 31 March 2022
	£		£
Fees payable to the Company's auditors - audit of the Company's annual accounts	27,000		18,000
Fees payable to the Reporting Accountant	-		9,000

 

5.     Analysis of expenses by nature

The breakdown by nature of administrative expenses is as follows:

	Year ended 31 March 2023		Period ended 31 March 2022
	£		£
Accounting fees	18,764		40,656
Audit fees	27,000		18,000
Professional fees	44,498		41,138
Other costs	4,656		1,738
Total administrative expenses	94,917		101,532

6.     Finance income

	Year ended 31 March 2023		Period ended 31 March 2022
	£		£
Bank interest received	1,775		-
Accrued interest on short term deposits	33,055		-
	34,830		-

 

7.     Taxation

	Year ended 31 March 2023 £		Period ended 31 March 2022 £
Analysis of charge in year/period
Loss before tax on continuing operations	(60,087)		(101,532)
Tax at the UK corporation tax rate of 19% (2022: 19%)	(11,416)		(19,291)
Tax losses carried forward	11,416		19,291
Tax charge for the year/period	-		-

The standard rate of corporation tax applicable for the year was 19 per cent (period ended 31 March 2022: 19 per cent)

The Company has tax losses carried forward of £161,619 (31 March 2022: £101,532). The Directors believe that it would not be prudent to recognise any deferred tax assets before such time as the Company generates taxable income.

 

8.     Loss per share

The loss per share has been calculated using the loss for the year/period and the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the year/period, as follows:

	Year ended 31 March 2023		Period ended 31 March 2022
Loss for the year/period attributable to equity holders of the Company (£)	(60,087)		(101,532)
Weighted average number of ordinary shares	27,500,000		13,692,724
Loss per share (pence)	(0.22)		(0.74)

 

9.     Trade and other receivables

	As at 31 March 2023		As at 31 March 2022
	£		£
Amounts falling due within one year:
Prepayments	9,000		6,563
	9,000		6,563

It is the Company's policy to assess receivables for recoverability based on historical data available to management in addition to forward looking information utilising managements knowledge. The Directors consider that the carrying amount of trade and other receivables is approximately equal to their value.

10.  Financial assets

	As at 31 March 2023		As at 31 March 2022
	£		£
Fixed term deposits	4,283,055		-
	4,283,055		-

In December 2022, the company deposited £4,250,000 in a fixed term deposit account with Lloyds Bank Plc. The account bears interest of 2.5% per annum. This has been accounted for as a financial asset at amortised cost under IFRS 9, and no impairment to the carrying amount is recognised.

The duration for which the deposit is held, and interest accumulated is 6 months from commencement. At which time the interest accrued over the period will be paid along with the repayment of the initial deposit. At 31 March 2023, fixed term deposits include £33,055 of accrued interest (2022: £Nil).

11.  Cash and cash equivalents

	As at 31 March 2023		As at 31 March 2022
	£		£
Cash at bank and in hand	114,774		4,804,060
Short term deposits	351,775			-
	466,549		4,804,060

Short term deposits comprise £351,775 of cash deposited in a 32 Day Notice account, with Lloyds Bank Plc.

 

12.  Trade and other payables

	As at 31 March 2023		As at 31 March 2022
	£		£
Amounts falling due in one year:
Trade payables	5,616		6,348
Accruals	35,800		27,000
	41,416		33,348

 

13.  Share capital

	Number of Shares	Share Capital £	Share premium £
Issued and fully paid Ordinary shares of 4p each	27,500,000	1,100,000	3,778,807
At 31 March 2022 and 31 March 2023	27,500,000	1,100,000	3,778,807

The Company was incorporated on 25 March 2021. On incorporation, 2 ordinary shares with par value of 4p per share were issued at par.

On 13 May 2021, the Company allotted and issued 2,499,998 new ordinary shares at par value for an aggregate cash consideration of £100,000.

On 11 October 2021, the Company allotted and issued 25,000,000 new ordinary shares of 4p at a price of 20p for an aggregate cash consideration of £5,000,000.

Voting rights

The holders of ordinary shares are entitled to one voting right per share.

Dividends

The holders of ordinary shares are entitled to dividends out of the profits of the Company available for distribution.

 

13.  Reserves

Share premium

Includes all premiums in excess of the nominal value of shares received on issue of share capital less any costs that are directly attributable to the issue of the shares.

Accumulated losses

Includes all losses brought forward from previous periods and losses incurred in the year.

14.  Financial instruments

Financial assets

Financial assets measured at amortised cost comprise cash and cash equivalents and fixed term deposits, as follows:

	As at 31 March 2023		As at 31 March 2022
	£		£
Cash and cash equivalents	466,549		4,804,060
Fixed term deposits	4,283,055		-
	4,749,604		4,804,060

Financial liabilities

Financial liabilities measured at amortised cost comprise trade and other payables, as follows:

	As at 31 March 2023		As at 31 March 2022
	£		£
Trade payables	5,616		6,348
Accruals	35,800		27,000
	41,416		33,348

The Company's major financial instruments include bank balances and amounts payables to suppliers. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. Risk management is carried out by the Board of Directors. The Company uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed.

 

Liquidity risk

Liquidity risk arises from the Company's management of working capital.

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Directors have considered the liquidity risk as part of their going concern assessment (note 2.2). Controls over expenditure are carefully managed in order to maintain its cash reserves whilst it targets a suitable transaction.

As at 31 March 2023 the Company's liabilities have contractual maturities which are summarised below:

	Current				Non-current
	Within 6 months		6 to 12 months		1 to 5 years
	2023	2022	2023	2022	2023	2022
	£	£	£	£		£
Trade payables	5,616	6,348	-	-	-	-
Accruals	35,800	27,000	-	-	-	-
Total financial liabilities	41,416	33,348	-	-	-	-

Credit risk

The Company's credit risk is wholly attributable to its cash balance. The credit risk from its cash and cash equivalents is limited because the counter parties are banks with high credit ratings.

Interest risk

The Company's exposure to interest rate risk is the interest received on the cash held. The Company mitigates this risk by depositing cash into accounts with fixed interest rates. The impact of changes to variable interest rates would be immaterial for the Company.

Capital risk management

The Company's capital structure consists of equity share capital. The Company's objectives when managing capital is 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. The Company has no borrowings and does not pay dividends. In order to maintain or adjust the capital structure, the Company may return capital to shareholders or issue new shares. Following an acquisition, the Company may also pay dividends to shareholders.

Currency risk

The Company is not exposed to any currency risk at present.

15.  Related party transactions

The related parties are considered to be the Directors who each have shares in the Company.

Key management personnel are considered to be the Directors of the Company. The Directors received no remuneration during the year and there were no other transactions with Directors.

16.  Ultimate controlling party

The Company has no ultimate controlling party.

17.  Subsequent events

There have been no significant events subsequent to the year end.

 

END