Annual Financial Report

RNS Number : 4836D

daVictus plc

27 April 2017

 

 

 

 

26 April 2017

DAVICTUS PLC

("DAVICTUS" OR "THE COMPANY")

FINAL RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2016

daVictus plc, (LSE: DVT) a company recently set up to seek business opportunities in the food and beverage sector in Asia, announces its results for the period ended 31 December 2016.

Highlights for the period:

-     Company identified and examined a number of commercial opportunities

-     Discussions continuing with a number of parties

-     Sufficient funding in hand to support continuation of this strategy

Commenting on the results, Mr Robert Pincock, Chief Executive of daVictus plc, said:-

"Since our listing in early 2016, we have held discussions with a number of parties whose business activities closely match our own objectives. None of these discussions has yet produced a satisfactory basis for concluding a transaction of the kind envisaged at the time of our IPO and we continue to pursue opportunities. Meanwhile, the Company continues to keep administrative costs to a minimum."

The financial information set out below does not constitute the Company's statutory accounts for the period ending 31 December 2016.  The financial information for 2016 is derived from the statutory accounts for that year.  The auditors, Crowe Clark Whitehill LLP, have reported on the 2016 accounts. Their report was unqualified and did not include a reference to any matters to which the auditors draw attention by way of emphasis without qualifying their report.  The financial information for 2015 is derived from the statutory accounts for that year.

The preliminary announcement has been prepared on the basis of the accounting policies as stated in the financial statements for the period ended 31 December 2016.  The information included in this preliminary announcement is based on the Company's financial statements which are prepared in accordance with International Financial Reporting Standards (IFRS).  The Company expects to publish full financial statements that comply with IFRS today.

The annual report and accounts is available on the Company's website at: http://www.davictus.co.uk and in hard copy to shareholders upon request to the Company Secretary, Minerva Trust Company Limited at daVictus plc, 43/45 La Motte Street, St Helier, Jersey JE4 8SD.

The annual report and accounts for the period ended 31 December 2016 has been uploaded to the National Storage Mechanism and will be available for viewing shortly at http://www.morningstar.co.uk/uk/NSM

 For more information please contact:

daVictus plc
Robert Pincock	[phone]

Chairman's Statement

Dear Valued Shareholders,

It gives me a great pleasure to present the financial statements of daVictus Plc (the "Company" or "daVictus") for year ended 31 December 2016 on behalf of the Board of Directors.

Throughout 2016, the Company aimed to identify target companies or businesses in the food and beverages ("F&B") sector - which operate in or own Western food and beverage F&B eatery franchises in South East Asia and/or the Far East.

The Directors have carried out a comprehensive and thorough investment review of a number of prospective franchises in the F&B sector with high growth prospects, none of which has met the necessary criteria for selection to date.

While we continue our efforts to identify targets for acquisition, the Company has  funds sufficient for general corporate purposes and pre-acquisition activities, including  on-going costs and expenses such as Directors' fees and salaries, due diligence costs and other costs of sourcing, reviewing and pursuing Acquisitions.

I look forward to the year ahead with gratitude to our support from shareholders.

Abd Hadi Bin Abd Majid

Chairman

Operational and Financial Review

During the year, several opportunities were presented to the Company and were either actively reviewed or quickly rejected for not meeting our selection criteria. Examples of those we investigated are as below:

·     F&B company based in South East Asia was presented to the Company for acquisition consideration. However, following an extensive review, the Company did not make an offer as it was considered overvalued.

·     Reputable international F&B chain approached the Company about the a joint venture opportunities. These ideas were very early stage and are still under consideration.

·     Expresso Bar Chain is looking for expansion in China, Discussion is now going on whether it would be a possibility of joint venture/ or Master franchise rights.

·     European restaurant chain was considering overseas expansion and they are looking for an operator with a good track record. In the end, the restaurant chain decided that the Company does not meet their requirements.

daVictus is still at an early stage of its investment period, initially set at three years. The Directors believe that the initial investment period should be sufficient but if no suitable opportunities can be consummated in that timeframe, , there will be a requirement for the investment period to be extended. The Company is flexible in its approach but will proceed only with opportunities that are of sufficient quality

Financial risk management objectives and policies

The Company does not enter at present into any forward exchange rate contracts or any other hedging arrangements. The main financial risks arising from the Company's activities are cash flow interest rate risk, liquidity risk, price risk (fair value) and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised as:

Cash flow interest rate risk - the Company's exposure to the risk of changes in market interest rates relates primarily to the Company's overdraft accounts with major banking institutions.

The Company's policy is to manage its interest income, when received, using a mixture of fixed and floating rate deposit accounts.

Liquidity risk - the Company raises funds as required on the basis of budgeted expenditure and inflows. When funds are sought, the Company balances the costs and benefits of equity and debt financing. When funds are received they are deposited with banks of high standing in order to obtain market interest rates.

Price risk - the carrying amount of the following financial assets and liabilities are approximate to their fair value due to their short term nature: cash accounts, accounts receivable and accounts payable.

Credit risk - with respect to credit risk arising from other financial assets of the Company, which comprise cash and time deposits and accounts receivable, the Company's exposure to credit risk arises from default of the counterparty, with a minimum exposure equal to the carrying amount of these instruments. The credit risk on cash is limited as cash is placed with substantial financial institutions.

Statement of Comprehensive Income

for year ended 31 December 2016

	Note	Year ended 31 December 2016		Period from 5 February          ( inception)  to 31 December 2015
		£		£
Income
Interest Income		321		-
Listing expenses		(8,800)		(180,724)
Administrative expenses		(214,835)		(40,496)
Operating loss		(223,314)		(221,220)
Interest payable and similar charges		-		-
Loss before taxation		(223,314)		(221,220)
Taxation	3	-		-
Loss for the year		(223,314)		(221,220)
Other comprehensive loss for the year		-		-
Total comprehensive loss for the year attributable to the equity owners		(223,314)		(221,220)
Earnings/(loss) per share
Basic and diluted (£ per share)	4	(£0.02)		(£0.28)

Statement of Financial Position

as at 31 December 2016

	Note	As at 31 December 2016		As at 31 December 2015
Assets		£		£
Current assets
Cash and cash equivalents	5	632,220		15,750
Total current assets		632,220		15,750
Total assets		632,220		15,750
Equity and liabilities
Capital and reserves
Stated capital	6	1,053,400		125,000
Retained earnings		(444,534)		(221,220)
Total equity		608,866		(96,220)
Liabilities
Current liabilities
Other payables		23,354		111,970
Total liabilities		23,354		111,970
Total equity and liabilities		632,220		15,750

Statement of Changes in Equity

Period from 5 February 2015 (inception) to 31 December 2015

	Stated capital		Retained earnings		Total
	£		£		£
Loss for the period	-		(221,220)		(221,220)
Total comprehensive loss for the period	-		(221,220)		(221,220)
Shares issued on incorporation	-		-		-
Issue of ordinary shares	125,000		-		125,000
As at 31 December 2015	125,000		(221,220)		(96,220)

For the year ended 31 December 2016

	Stated capital		Retained earnings		Total
	£		£		£
As at 1 January 2016	125,000		(221,220)		(96,220)
Loss for the period	-		(223,314)		(223,314)
Total comprehensive loss for the period	-		(223,314)		(223,314)
Issue of ordinary shares	1,000,000		-		1,000,000
Share issuance costs	(71,600)		-		(71,600)
As at 31 December 2016	1,053,400		(444,534)		608,866

Statement of Cash Flows

for the year ended 31 December 2016

		Year ended 31 December 2016		Period from 5 February           ( inception)  to 31 December 2015
	Note	£		£
Cash flow from operating activities
Operating loss		(223,314)		(221,220)
Changes in working capital
(Decreased)/increase in trade and other payables		(88,616)		111,970
Net cash used in operating activities		(311,930)		(109,250)
Cash flows from financing activities
Proceeds from issuance of shares net of issue costs		928,400		125,000
Net cash generated from financing activities		928,400		125,000
Increase in cash and cash equivalents		616,470		15,750
Cash and cash equivalents at beginning of the period		15,750		-
Cash and cash equivalents at end of the period		632,220		15,750

The notes to the financial statements form an integral part of this financial information 

1.       General information

The Company was incorporated as a public company under the Companies (Jersey) Law 1991 as amended on 5 February 2015 and had not commenced substantive operations during the period under review.

The registered office of the Company is 43/45 La Motte Street, St. Helier, Jersey JE4 8SD. The Company has been formed to undertake one or more acquisitions of businesses (either shares or assets) which operate in or own Australian, European and/or North American food and beverage ("Western F&B") eatery franchises in South East Asia and/or the Far East.

The financial information of the Company is presented in British Pound Sterling ("£").

2.      Significant accounting policies

a)      Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use by the European Union, and effective, or issued and early adopted, as at the date of these statements. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.

The comparative financial figures covers the period from incorporation on 5 February 2015 to 31 December 2015.

b)      Going concern

This financial statement has been prepared on a going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future.

3.      Income tax

The Company is not a "Financial Services Company" registered under the relevant Jersey laws; or a specified utility company and therefore it is subject to Jersey income tax at the general rate of 0 per cent. If the Company derives any income from Jersey property, including development of land or quarrying, such income will be subject to tax at the rate of 20 per cent. It is not expected that the Company will derive any such income.

4.       Loss per share

The calculation of loss per share is based on the following loss and number of shares:

	2016		2015
Loss for the year from continuing operations (£)	223,314		221,220
Weighted average shares in issue (unit)	9,232,877		791,667
Loss per share (£ per share)	£0.02		£0.28

Basic loss per share is calculated by dividing the loss for the year from continuing operations of the Company by the weighted average number of Ordinary Shares in issue during the year.

There are no potential dilutive shares in issue therefore the diluted loss per share has not been calculated.

5.      Cash and cash equivalents       

	2016		2015
	£		£
Bank accounts	632,220		15,750

6.      Stated capital

Summary of stated capital and movements during the year

	Number of Ordinary Shares		£
On incorporation	2		2
Shares issued in 2015	1,249,998		125,000
Capital reduction in 2015	-		(2)
As at 31 December 2015	1,250,000		125,000
IPO issuance in January 2016	10,000,000		1,000,000
Share issuance costs	-		(71,600)
As at 31 December 2016	11,250,000		1,053,400

On 5 February 2015, the date of incorporation, the issued share capital of the Company was £2.00 comprising two ordinary shares of £1.00 each in the capital of the Company. The authorised share capital of the Company (both issued and unissued shares) on incorporation was 10,000 ordinary shares of £1.00 each.

By way of Shareholder written resolutions dated 8 June 2015, the authorised share capital of the Company (both issued and unissued) was converted from 10,000 par value shares of £1.00 each into an unlimited number of no par value shares in accordance with the Companies (Jersey) Law 1991, as amended. Each one par value share of £1.00 in the capital of the Company was converted to one no par value share, and the Company was authorised to issue an unlimited number of no par value shares. As a result the two issued £1.00 ordinary shares in the capital of the Company were converted into two Ordinary Shares of no par value.

On 8 June 2015, the Company issued 1,249,998 new Ordinary Shares of no par value at £0.10 each.

On 20 October 2015, the Company carried out a capital reduction that reduced its stated capital account by £2.00 by special resolution of the sole Shareholder at that time, in accordance with the Companies (Jersey) Law 1991, as amended.

On 29 January 2016, the Company issued 10,000,000 Ordinary shares of £0.10 each at no par value as part of the Initial Public Offering of the Company's shares.

 

END

 

 

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