Interim Results

RNS Number : 6340A

Fandango Holdings PLC

30 May 2019

 

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

30 May 2019

Fandango Holdings Plc ("Fandango" or the "Company")

Interim Report

for the Period Ended 28 February 2019

Chairman's Report

Fandango Holdings Plc is an investment company incorporated on 25 August 2016, with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector.

As reported in the accounts for the year ended 31 August 2018 dated 24 April 2019, the Company had announced in December 2018 that it had signed a non-binding Heads of Terms agreement to acquire the entire issued share of Konnect Mobile Communications Inc.  Fandango is no longer in discussions with Konnect following the failure to raise the required initial funding for the Acquisition.  The Company has incurred nominal costs during the due diligence process.

Fandango continues to review other acquisition opportunities and will look to provide the market with updates in due course.

Results for the period

For the period from 1 September 2018 to 28 February 2019, the Company's results included the ongoing running costs of the Company including listing fees on the London Stock Exchange and other advisory costs.

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 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.

Charles Tatnall

Chairman

30 May 2019

 

FANDANGO HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME

	Notes	6 months ended   28 February 2019 GBP ('000) (unaudited)		6 months ended   28 February 2018 GBP ('000) (unaudited)		Year ended   31 August 2018 GBP ('000) (audited)
Investment income		36		-		39
Administrative expenses		(111)		(153)		(278)
Listing costs		(24)		-		(51)
Loss before taxation		(99)		(153)		(290)
Taxation		-		-		-
Loss for the period		(99)		(153)		(290)
		══════		══════		══════
Basic loss per share (pence)	2	(0.07p)		(0.11p)		(0.22p)
Diluted loss per share (pence)		(0.06p)		(0.09p)		(0.19p)

 

FANDANGO HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY

	Share Capital GBP ('000)	Share premium GBP ('000)	Retained earnings GBP ('000)	Total Equity GBP ('000)
Equity at 31 August 2017	134	579	(200)	513
Loss for the Period	-	-	(153)	(153)
	──────	──────	──────	──────
Equity at 28 February 2018	134	579	(353)	360
Loss for the Period	-	-	(137)	(137)
	──────	──────	──────	──────
Equity at 31 August 2018	134	579	(490)	223
Loss for the Period	-	-	(99)	(99)
	──────	──────	──────	──────
Equity at 28 February 2019	134	579	(589)	124
	══════	══════	═══════	══════

FANDANGO HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

	Notes	As at   28 February 2019 GBP ('000) (unaudited)	As at   28 February 2018 GBP ('000) (unaudited)	As at   31 August 2018 GBP ('000) (audited)
Assets
Current assets
Prepayments & other receivables		200	71	204
Cash and cash equivalents		8	323	53
		───────	───────	───────
Total Assets		208	394	257
		═══════	═══════	═══════
Equity and Liabilities
Share capital	3	134	134	134
Share premium		579	579	579
Retained earnings		(589)	(353)	(490)
		───────	───────	───────
Total Equity		124	360	223
Current Liabilities
Trade and other payables		84	34	34
		───────	───────	───────
Total Liabilities		84	34	34
		───────	───────	───────
Total Equity and Liabilities		208	394	257
		═══════	═══════	═══════

FANDANGO HOLDINGS PLC

INTERIM CONDENSED CASH FLOW STATEMENT

	6 months ended   28 February 2019 GBP ('000) (unaudited)	6 months ended   28 February 2018 GBP ('000) (unaudited)	Year ended   31 August  2018 GBP ('000) (audited)
Cash flows from operating activities
Operating loss	(99)	(153)	(290)
Interest receivable	(36)	-	(39)
Interest payable	2
(Increase)/decrease in receivables	7	(18)	29
Increase/(decrease) in payables	37	26	26
	───────	───────	───────
Net cash flows from operating activities	(89)	(145)	(274)
Cash flows from investing activities
Amounts advanced to related parties	-	-	(141)
Amounts repaid from related parties	33		-
	───────	───────	───────
Net cash flows from investing activities	33	-	(141)
Cash flows from financing activities
Loan received from related parties	11	-	-
	───────	───────	───────
Net cash flows from financing activities	11	-	-
	───────	───────	───────
Net increase/(decrease) in cash and cash equivalents	(45)	(145)	(415)
Cash and cash equivalents at the beginning of the period	53	468	468
	───────	───────	───────
Cash and cash equivalents at the end of the period	8	323	53
	═══════	═══════	═══════

NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT

1.   General Information

Fandango 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 on 25 August 2016 as a private limited company and re-registered as a public limited company on 10 May 2017.

Basis of preparation

This announcement was approved and authorised to issue by the Board of directors on 30 May 2019.

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 28 February 2019 and 28 February 2018 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 August 2018 are extracted from the 2018 audited financial statements. The independent auditor's report on the 2018 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 February 2019 interim report can be found on the Company's website at www.fandangoholdingsplc.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   28 February 2019 GBP (unaudited)	Period ended   28 February 2018 GBP (unaudited)	Year ended   31 August 2018 GBP (audited)
Loss for the period	(98,907)	(153,108)	(290,190)
Weighted average number of   shares - basic	134,002,000	134,002,000	134,002,000
Weighted average number of   shares - diluted	159,002,000	159,002,000	159,002,000
	───────	───────	───────
Basic loss per share (pence)	(0.07p)	(0.11p)	(0.22p)
Diluted loss per share (pence)	(0.06p)	(0.09p)	(0.19p)
	───────	───────	───────

The diluted loss per share relates to the issue of 25,000,000 warrants to the Directors which confers the right but not the obligation to subscribe in cash for up to 25,000,000 £0.01p Ordinary Shares at the subscription price.

3. Share Capital

		As at 28 February 2019 GBP ('000) (unaudited)	As at 28 February 2018 GBP ('000) (unaudited)	As at 31 August 2018 GBP ('000) (audited)
134,002,000 Ordinary shares of £0.001 each		134	134	134
		───────	───────	───────

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

 

 

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