Interim Results

RNS Number : 1923R

Craven House Capital PLC

27 February 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Craven House Capital PLC

("Craven House" or the "Company")

Unaudited Interim Report for the period ended 30 November 2022

CRAVEN HOUSE CAPITAL PLC

CRAVEN HOUSE CAPITAL PLC

INVESTMENT MANAGER'S REPORT FOR THE SIX MONTH PERIOD ENDED

30 NOVEMBER 2022

Statement by the Investment Manager

The Company's investment portfolio comprises minority shareholdings in five Swedish-managed businesses operating in the eCommerce and pharmaceutical sectors. The valuations of the respective entities at the end of the period are as follows

Investment Value at 30 Nov 2022 Value at 31 May 2022 Shares in Garimon Limited $290,000 $1,600,000 Shares in Stormfjord Limited Shares in Rosedog Limited $1,310,000 $1,600,000 - $1,600,000 Shares in Honeydog Limited $1,600,000 $1,600,000 Shares in Bio Vitos Medical Limited $1,600,000 $1,600,000

The investee companies have each demonstrated positive progress during the period however remain at a 'pre-revenue' stage of business development. As previously disclosed on 15 November 2022, the onebas.com domain was transferred out of Garimon during the period into a new entity (Stormfjord Ltd). Stormfjord Ltd subsequently raised $520,000 of arms-length financing, which valued the domain at $5,000,000. The proceeds of the financing were used to upgrade the functionality and capacity of the websites as well as launch a PR / advertising campaign across key target markets.

After the end of the period, BioVitos Ltd reported that it had entered into a conditional agreement (the "Agreement") to undertake a reverse takeover of Hemcheck Sweden AB, a company listed on the Nasdaq Stockholm (as announced on 8 February 2023). As part of the Agreement and subject to approval by Hemcheck's shareholders at an EGM to be convened at a date still to be confirmed, Hemcheck will create a new subsidiary ("NewCo") and transfer all current business and assets of Hemcheck to this new subsidiary. Under the terms of the Agreement, Bio Vitos has agreed to provide Hemcheck with SEK1.23 million in cash, within 14 days after the approval of the transaction by Hemcheck's shareholders.

Bio Vitos will then pay a further SEK4 million in cash, to Hemcheck, within thirty days following the distribution of shares in NewCo to Hemcheck shareholders.

In addition Bio Vitos has agreed to provide Hemcheck with its IP rights (patents or patent applications) in respect of  an active substance Iron Succinate (Succifer and used in a marketed product Inofer). In exchange, Bio Vitos will receive 259,654,000 shares in Hemcheck, amounting to circa 88.3% of Hemcheck's share capital.

Desmond Holdings Ltd
Investment Manager to Craven House Capital Plc

  CRAVEN HOUSE CAPITAL PLC

STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2022

			Six months ended				Year Ended
			30 Nov 2022		30 Nov 2021		31 May 2022
	Note		(Unaudited)		(Unaudited)		(Audited)
			$'000		$'000		$'000
CONTINUING OPERATIONS
Changes in fair value			-		-		-
Administrative expenses			(72)		(78)		(180)
OPERATING LOSS			(72)		(78)		(180)
Interest expense			-		-		(56)
LOSS BEFORE INCOME TAX			(72)		(78)		(236)
Income tax	2		-		-		-
LOSS FOR THE PERIOD			(72)		(78)		(236)
Earnings per share expressed
In cents per share:
Basic and diluted	5		(1.86)		(2.02)		(6.11)

  CRAVEN HOUSE CAPITAL PLC

STATEMENT OF FINANCIAL POSITION

AS AT 30 NOVEMBER 2022

			Six months ended							Year Ended
			30 Nov 2022			30 Nov 2021				31 May 2022
			(Unaudited)			(Unaudited)				(Audited)
	Note		$'000			$'000				$'000
ASSETS
NON-CURRENT ASSETS
Investments at fair value through
profit or loss	3			6,400			6,400			6,400
				6,400			6,400			6,400
CURRENT ASSETS
Trade and other receivables				32			16			43
Cash and cash equivalents				1			1			1
				33			17			44
TOTAL ASSETS				6,433			6,417			6,444
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital	4			3,802			3,802			3,802
Share premium				11,153			11,153			11,153
Accumulated deficit				(9,896)			(9,666)			(9,824)
TOTAL EQUITY				5,059			5,289			5,131
LIABILITIES
CURRENT LIABILITIES
Trade and other payables				78			86			76
NON-CURRENT LIABILITIES
Other payables				1,296			1,042			1,237
TOTAL LIABILITIES				1,374			1,128			1,313
TOTAL EQUITY AND LIABILITIES				6,433			6,417			6,444

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2022

	Called up share capital $'000		Share premium $'000			Accumulated deficit $'000	Total $'000
Balance at 1 June 2021	3,802		11,153			(9,588)	5,367
Changes in equity
Issue of share capital	-		-			-	-
Transactions with owners	3,802		11,153			(9,588)	5,367
Loss for the period	-		-			(78)	(78)
Balance at 30 November 2021	3,802		11,153			(9,666	5,289
Changes in equity
Issue of share capital	-		-			-	-
Transactions with owners	3,802		11,153			(9,666)	5,289
Loss for the period	-		-			(158)	(158)
Balance at 31 May 2022	3,802		11,153			(9,824)	5,131
Changes in equity
Issue of share capital	-		-			-	-
Transactions with owners	3,802		11,153			(9,824)	5,131
Loss for the period	-		-			(72)	(72)
Balance at 30 November 2022	3,802		11,153			(9,896)	5,059

CRAVEN HOUSE CAPITAL PLC

STATEMENT OF CASH FLOWS

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2022

				Six months ended				Year Ended
			30 Nov 2022			30 Nov 2021		31 May 2022
			(Unaudited)			(Unaudited)		(Audited)
			$'000			$'000		$'000
Cash flows from operating activities Loss before income tax Adjustments for non-cash items Decrease/(increase) in trade and other receivables Increase/(decrease) in trade and other payables Interest expense			(72) 11 2 -			(78) 22 (1) -		(236) (5) (11) 56
Net cash used in operating activities			(59)			(57)		(196)
Cash flows from financing activities
Loans received			59			53		192
Net cash from financing activities			59			53		192
Net decrease in cash and cash equivalents			-			(4)		(4)
Cash and cash equivalents at the beginning
of the period			1			5		5
Cash and cash equivalents at the end of the period			1			1		1

  CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2022

1.   ACCOUNTING POLICIES

  General Information

Craven House Capital Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on the company information page. The Company is listed on the AIM Market of the London Stock Exchange (ticker: CRV).

The next annual financial statements of Craven House Capital Plc will be prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted international standards. Accordingly, the interim financial information in this report has been prepared using accounting policies consistent with IFRS. IFRS are subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an on-going process of review and endorsement by the European Commission. The financial information has been prepared on the basis of the IFRS that the directors expect to be applicable as at 31 May 2023.

The financial information has been prepared under the historical cost convention, except to the extent varied for fair value adjustments required by accounting standards, and in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted international standards. The principal accounting policies have been applied to all periods presented.

This financial information is unaudited and does not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006. The financial statements of the Company for the year ended 31 May 2022, which were prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted international standards, have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not include any statement under Section 498 of the Companies Act 2006.

This financial information is presented in United States dollar, rounded to the nearest $'000.

The directors do not propose the issuance of a dividend.

The interim financial information for the six months ended 30 November 2022 was approved by the directors on 24 February 2023.

Going concern

  The directors consider that the Company is well placed to manage its business risks successfully and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial information.

  CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2022

2. Taxation

No tax charges arose in the period or in comparative periods as a result of losses incurred.

3.  Investments at fair value through profit or loss

						Unquoted equity investments $'000	Total  $'000
As at 1 June 2022 and 30 November 2022						6,400	6,400

The value of Investments represents the Company's acquisitions during 2020 of interests in the below-named four UK entities. These are all unquoted investments and have therefore been measured on a Level 3 basis as no observable market data is available. Further information on each investment holding is as follows;

Shares in Garimon Limited are valued at $290,000 representing a 29.9% holding. The prior period valuation was used as a starting point for estimation of fair value and the directors have applied consideration to current facts and circumstances in reviewing the November 2022 valuation. Garimon Limited is the owner of "Magazinos.com", an on-line media magazine and periodical content provision service

Shares in Stormfjord Limited are valued at $1,310,000 representing a 26.2% holding. The valuation of this shareholding is supported by arms-length financing which occurred during the period and represents the best indication of the fair value at the period end. Stormfjord is the owner of www.onebas.com, an optimised search engine providing a portal to music content freely circulating online.

Shares in Honeydog Limited are valued at $1,600,000 representing a 29.9% holding, unchanged from the prior period. The prior period valuation was used as a starting point for estimation of fair value and the directors have applied consideration to current facts and circumstances in reviewing the November 2022 valuation. Honeydog Limited is the 25% owner of the entity which owns the licence to manufacture and distribute the chemotherapy drug, Temodex, which is used in the treatment of brain tumours.

  CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2022

3.   Investments at fair value through profit or loss (continued) Shares in Rosedog Limited are valued at $1,600,000 representing a 29.9% holding, unchanged from the prior period. The prior period valuation was used as a starting point for estimation of fair value and the directors have applied consideration to current facts and circumstances in reviewing the November 2022 valuation. Rosedog Limited is the owner of TV Zinos (www.tvzinos.com), a website which offers a number of free-to-view television channels Shares in Bio Vitos Medical Limited are valued at $1,600,000 representing a 24.5% holding, unchanged from the prior period. The prior period valuation was used as a starting point for estimation of fair value and the directors have applied consideration to current facts and circumstances in reviewing the November 2022 valuation. Bio Vitos has a portfolio of over 40 different Omega-3 supplements in addition to its range of collagen products marketed under the "Ocean Skin Lab" brand. During the prior period, Bio Vitos acquired the licence to market a patented heart drug 'Succifer' (also marketed as 'Inofer'), from Double Bond Pharmaceutical AB. The drug has been demonstrated to improve iron uptake in patients with chronic heart conditions. The businesses of all of the above portfolio investments are presently loss-making although their cost bases are low and there is minimal committed future expenditure, meaning that the extent and timing of the Company's further investment in the businesses are highly controllable. The Company and the incumbent management teams of the investee companies will continue to work together with the aim that these businesses become financially self-sustaining and generating surpluses within the short- to medium-term and to crystallise additional capital value for shareholders through strategic, third-party partnerships . 4.   Called up share capital Authorised, issued and fully paid share capital as at 30 November 2022 is as follows: Number Class: Nominal 30 Nov   31 May Value 2022 2022 (Unaudited) (Audited) $'000 $'000 3,863,590 Ordinary $1.00 3,802 3,802 3,802 3,802 The aggregate nominal values of the ordinary shares include exchange differences arising from the translation of shares at historic rates and the translation at the rate prevailing at the date of the change in functional currency.

  CRAVEN HOUSE CAPITAL PLC

NOTES TO THE FINANCIAL INFORMATION - continued

FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2022

5.  Earnings per share

The calculation of basic earnings per share is based on the loss attributable to the equity holders of $72,000 divided by the weighted average number of shares in issue during the period of 3,863,590 (six months ended 30 November 2021: loss of $78,000 and 3,863,590 shares; year ended 31 May 2022: loss of $236,000 and 3,863,590 shares).

6.  Related party disclosures

Craven Industrial Holdings Plc

During the period, Craven Industrial Holdings Plc paid costs on behalf of and advanced loans to the Company. At the period end, the outstanding balance due to Craven Industrial Holdings Plc was $1,296,335. Despite the common director in Mr M J Pajak, the board of Craven House Capital Plc do not believe that Craven House Capital Plc or Craven Industrial Holdings Plc are able to exert control or influence over each other and neither are accustomed to act in accordance with instructions from the other.

7.  Events after the reporting period

On the 8^th February 2023, the Company announced that its subsidiary, BioVitos Ltd, had entered into a conditional agreement to undertake an RTO of Hemcheck Sweden AB, a company listed on the Nasdaq Stockholm. Under the terms of this agreement, BioVitos has agreed to provide cash to Hemcheck in addition to IP rights relating to an active substance Iron Succinate (Succifer and used in a marketed product Inofer). In exchange, Bio Vitos will receive 259,654,000 shares in Hemcheck, amounting to circa 88.3% of Hemcheck's share capital. This agreement remains subject to approval at a meeting of Hemcheck's shareholders in the coming weeks.

For further information please contact: Craven House Capital Plc Mark Pajak www.Cravenhousecapital.com	Tel: [phone]
SI Capital Broker Nick Emerson www.sicapital.co.uk	Tel: [phone]
SPARK Advisory Partners Limited Nominated Adviser Matt Davis/James Keeshan www.Sparkadvisorypartners.com	Tel: [phone]

About Craven House Capital:

The Company's Investing Policy is primarily to invest in or acquire a portfolio of companies, partnerships, joint ventures, businesses or other assets participating in the e-Commerce sector.

 

END

 

 

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