Final Results and Annual Financial Report

RNS Number : 7463W

daVictus plc

29 April 2016

 

29 April 2016

DAVICTUS PLC

("DAVICTUS" OR "THE COMPANY")

FINAL RESULTS FOR THE PERIOD ENDED 31 DECEMBER 2015

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 2015.

Highlights for the period:

-     Company formed in February 2015

-     Strategic objectives set by the new Board in the second half of 2015

-     Advisers appointed in pursuit of objectives

-     Investors secured for Initial Public Offering ("IPO")

Post period-end highlights

-     IPO completed and Company shares admitted to the Official List (by way of a Standard Listing) and to trading on the main market of the London Stock Exchange in January 2016

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

"We are pleased with the progress made since the formation of the Company in 2015. We secured initial investment along with our Standard Listing in London approximately three months ago and have since been busy seeking out and reviewing opportunities in Asia. So far, none of the opportunities reviewed has met all of our criteria.

The Company intends to acquire one or more businesses (either shares or assets) which operate in or own Australian, European and/or North American food and beverage eatery franchises in South East Asia and/or the Far East and focus initially on investment opportunities in Asian countries, particularly in cities with a population of over 1 million inhabitants. We look forward to reaching our early commercial objectives in the coming months.

The Company continues to keep administrative costs to a minimum so that the majority of funds can be dedicated to the review of and potentially investment in, suitable projects".

The financial information set out below does not constitute the Company's statutory accounts for the period ending 31 December 2015.  The financial information for 2015 is derived from the statutory accounts for that year.  The auditors, Crowe Clark Whitehill, have reported on the 2015 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 preliminary announcement has been prepared on the basis of the accounting policies as stated in the financial statements for the period ended 31 December 2015.  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: www.davictus.co.uk/page/uploads/annual-report-2015.pdf 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 2015 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]
Beaumont Cornish Limited (Financial Adviser)
Roland Cornish and Emily Staples	[phone]

Chairman's Statement

Dear Valued Shareholders,

On behalf of the Board of Directors, it gives me great pleasure to present the financial statements of daVictus Plc (the "Company" or "daVictus") for the period ended 31 December 2015.

The Company's main objective is to undertake an acquisition of a target company or business in the food and beverages sector - which operate in or own Australian, European and/or North American ("Western") food and beverage ("F&B") eatery franchises in South East Asia and/or the Far East.

The Company was successfully admitted to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange's main market for listed securities on January 29 2016.

The Board has not formally identified any prospective targets but has actively reviewed a number of potential opportunities in F&B sector aiming to make the first acquisition within 12 months of admission.

We look forward to embarking on and building a sustainable business and extend the gratitude to our shareholders for your support.

Abd Hadi Bin Abd Majid

Chairman

28 April 2016

Operational and Financial Review

The Company had not commenced substantive operations during the period under review.

The Company intends to undertake one of more acquisitions of businesses (either shares or assets) which operate in or own Western F&B eatery franchises in South East Asia and/or the Far East and focus initially on investment opportunities in Asian countries, particularly in cities with a population of over 1 million inhabitants. 

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.

After successfully listing on the London Stock Exchange's main market on 29 January 2016, the share capital of the Company was increased from £125,000 to £1,125,000.

The net proceeds of the Company's fundraising conducted on admission to trading (approximately £665,000) continue to be used by the Company for general corporate purposes such as the Company's on-going costs and expenses including Directors' fees and salaries, due diligence costs and other costs of sourcing, reviewing and pursuing acquisitions.

The Company continues to keep administrative costs to a minimum so that the majority of funds can be dedicated to the review of, and potentially investment in, suitable projects.

The Directors do not recommend the payment of a dividend on the Ordinary Shares for this period.

Going concern

The financial statements have 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. The Company meets its day to day working capital requirements through existing cash reserves. The Directors have prepared projected cash flow information for a period of at least twelve months from the date of their approval of the financial statements. On the basis of this cash flow information, and following the post year end placing and admission to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange's main market for listed securities, the Directors consider that the Company will continue to operate without the need for additional financing. Therefore, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

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 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 the period from date of incorporation on 5 February 2015 to 31 December 2015

	Note	£
Continuing operations
Revenue		-
Listing expenses		(180,724)
Administrative expenses		(40,496)
Operating loss		(221,220)
Interest payable and similar charges		-
Loss before taxation	4	(221,220)
Taxation	5	-
Loss for the year		(221,220)
Other comprehensive loss for the year		-
Total comprehensive loss for the year attributable to the equity owners		(221,220)
Earnings/(loss) per share
Basic and diluted (£ per share)	6	(0.28)

The notes to the financial statements form an integral part of these financial statements
 

Statement of Financial Position

as at 31 December 2015

	Note	£
Assets
Current assets
Cash and cash equivalents	7	15,750
Total current assets		15,750
Total assets		15,750
Equity and liabilities
Capital and reserves
Stated capital	8	125,000
Retained earnings		(221,220)
Total equity		(96,220)
Liabilities
Current liabilities
Other payables	9	111,970
Total liabilities		111,970
Total equity and liabilities		15,750

 The notes to the financial statements form an integral part of these financial statements 

 

Statement of Changes in Equity

for the period from date of incorporation on 5 February 2015 to 31 December 2015

	Stated capital	Retained earnings	Total
	£	£	£
Comprehensive income for the period
Loss during the period	-	(221,220)	(221,220)
Total comprehensive loss for the period		(221,220)	(221,220)
Transactions with owners
Shares issued on incorporation	-	-	-
Issue of new Ordinary Shares	125,000	-	125,000
As at 31 December 2015	125,000	(221,220)	(96,220)

Share capital comprises the Ordinary Share of the Company.

The notes to the financial statements form an integral part of these financial statements

 

Statement of Cash Flows

for the period from date of incorporation on 5 February 2015 to 31 December 2015

	Note	£
Cash flow from operating activities
Operating loss		(221,220)
Changes in working capital
Increase in trade and other payables		111,970
Net cash used in operating activities		(109,250)
Cash flows from financing activities
Proceeds from issuance of shares net of issue costs		125,000
Net cash generated from financing activities		125,000
Increase in cash and cash equivalents		15,750
Cash and cash equivalents at beginning of the period		-
Cash and cash equivalents at end of the period		15,750

The notes to the financial statements form an integral part of these financial statements 

NOTES TO THE FINANCIAL STATEMENTS

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.

2.      Summary of significant accounting policies

The Board has reviewed the accounting policies set out below and considers them to be the most appropriate to the Company's business activities.

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.

At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Company. The Directors anticipate that all of the pronouncements will be adopted in the Company's accounting policies for the first period beginning on or after the effective date of the pronouncement.

The Company has not early adopted amended standards and interpretations which are currently in issue but not effective for accounting periods commencing on 1 January 2015 as adopted by the EU. The Directors do not anticipate that the adoption of standards and interpretations will have a material impact on the Company's financial statements in the periods of initial application.

b)      Standards and interpretations issued but not yet applied

At the date of authorisation of this financial information, the Directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.

c)       Comparative figures

No comparative figures have been presented as the financial information covers the period from incorporation to 31 December 2015.

 d)      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. The Company meets its day to day working capital requirements through existing cash reserves. The Directors have prepared projected cash flow information for a period of at least twelve months from the date of their approval of the financial statements. On the basis of this cash flow information, and following the post year end placing and admission to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange's main market for listed securities, the Directors consider that the Company will continue to operate without the need for additional financing. Therefore, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

e)      Cash and cash equivalents

The Company considers any cash on short-term deposits and other short term investments to be cash equivalents.

f)       Taxation

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided for using the liability method on temporary timing differences at the balance sheet date between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets are recognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised. The carrying amount of deferred income tax assets is assessed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to be recovered.

g)      Financial assets

Financial assets within the scope of IAS 39 are classified as either:

i)    financial assets at fair value through profit or loss

ii)   loans and receivables

iii)   held-to-maturity investments

iv)  available-for-sale financial assets

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.

As at the balance sheet date, the Company did not have any financial assets at fair value through profit or loss, and in the categories of held-to-maturity investments and available-for-sale financial assets.

h)      Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

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 are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities measured at amortised cost.

Financial liabilities are classified as at fair value through profit or loss if the financial liability is either held for trading or it is designated as such upon initial recognition

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

i)       Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.

j)       Segmental reporting

The Directors are of the opinion that the business comprises of a single economic activity, that of an investment company.

Therefore, the financial information of the single segment to the same as that set out in the Company statement of comprehensive income, Company statement of financial position, the Company statement of changes to equity and the Company statement of cashflows.

k)      Financial risk management objectives and policies

The Company does not enter 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 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.

3.       Critical accounting estimates and judgements

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company's nature of operations is to act as a special purpose acquisition company. Thus significantly reduces the level of estimates and assumptions required.

4.      Loss before income tax

The loss before income tax is stated after charging:

	£
Directors emoluments	10,000
Fees payable to the Company's auditors -     - Audit of the Company's annual accounts -     - Corporate services for listing purpose	10,000 35,000
Bank charges	393

5.      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.

6.       Loss per share

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

Loss for the year from continuing operations	£221,220
Weighted average shares in issue:	791,667
Loss per share	£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.

7.      Cash and cash equivalents       

	£
Bank accounts	15,750

8.      Stated capital

Summary of stated capital and movements during the year

	Number of Ordinary Shares		Stated capital £
On incorporation	2		2
Shares issued	1,249,998		125,000
Capital reduction	-		(2)
Totals at 31 December 2015
Ordinary Shares of no par value	1,250,000		125,000

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 1,249,998 new Ordinary Shares were issued at £0.10 per share.

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,

9.      Other payables

Current:	£
Other creditors	97,393
Amount due to Director	2,500
Accruals	12,077
	111,970

Amounts due to the Director represent director fee payable as at the end of the period. These amounts are interest free and repayable on demand.

10.     Operating lease commitment

At 31 December 2015, the Company had future minimum lease payments under non-cancellable operating leases as follows:

                                                                                                 Land and Buildings

£

Expiring:

Not later than one year                                                                           1,860

11.    Directors emoluments

Details concerning Directors remuneration can be found below. The Directors are considered to be the key management.

Name of Director	Remuneration detail	£
Robert Logan Pincock	Fee Allowance	8,750 1,250

12.    Financial instruments

The Company's principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payable. The Company's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in Note 3. The Company do not use financial instruments for speculative purposes.

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

	£
Loans and receivables - Cash and cash equivalents	15,750
Financial liabilities measured at amortised cost	(111,970)

a)      Financial risk

The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

b)      Liquidity risk

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Company takes liquidity risk into consideration when deciding its sources of funds.

c)      Credit risk

The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.

d)      Capital risk management

The Company defines capital as the total equity of the Company. The Company's objectives when managing capital are 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 to reduce the cost of capital.

e)      Fair value of financial assets and liabilities

There are no material differences between the fair value of the Company's financial assets and liabilities and their carrying values in the financial information.

13.    Pension commitments

The Company has no pension commitments at the period ended 31 December 2015.

14.    Dividends

No dividends have been proposed or are payable during the period.

15.    Staff costs

During the period to 31 December 2015 there were no staff costs as no staff were employed by the Company, other than the Director's fees as disclosed in note 11.

16.    Related party:

Included within other creditors is an amount of £97,393 owing to VCB in relation to an interest free loan, repayable on demand, provided to the Company to cover funds incurred by the Company in relation to preparation for the placing and admission to the Official List in January 2016. The loan was novated to Abd Hadi bin Abd Majid, a Director, (who is also a director of VCB) and has since been repaid. Included within other payables is an amount of £2,500 owing to Robert Pincock in respect of amounts paid by the Director on behalf of the Company. These amounts are interest free and repayable on demand.

The Directors fees of Robert Pincock are disclosed in note 11. There were no other Directors fees or remuneration paid during the period. 

17.    Ultimate controlling party

As at 31 December 2015, 1,249,999 shares representing almost the entire issued shares of the Company are held by Shailen Popatlal.

18.    Subsequent events

On 18 January 2016 a loan made by VCB to the Company to cover funds incurred by the Company in connection with the preparations for the Placing and Admission, totalling £200,000, was novated to Abd Hadi bin Abd Majid.

On 19 January 2016, all of the Ordinary Shares held by Shailen Popatlal, being 1,249,999 Ordinary Shares, were transferred to Robert Pincock.

On 26 January 2016, Minerva Nominees Limited transferred the single Ordinary Share held by it to Robert Pincock. As a result of the transfers of 19 January 2016 and 26 January 2016, the total shareholding of Robert Pincock is 1,250,000 Ordinary Shares.

On 29 January 2016, the Company was successfully admitted to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange's main market for listed securities.

Upon Admission share capital of the Company was increased from £125,000 to £1,125,000.

On 15 April, 2016, the Company transferred the fund £200,000 to fully settle the loan which was novated to Abd Hadi Bin Abd Majid per an agreement dated 18 January 2016.

Copies of the Annual Report

Copies of the annual report will be available on the Company's website at http://www.davictus.co.uk/page/uploads/annual-report-2015.pdf and from the Company's registered office.

 

END

 

 

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