Annual Financial Report

RNS Number : 1496A

Fandango Holdings PLC

22 December 2017

 

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

22 December 2017

Fandango Holdings plc ('Fandango' or 'the Company')

Reports and Accounts for the Year End

Fandango Holdings plc, the investment company focused on the industrial and services sectors, is pleased to provide its financial accounts for the year end 31 August 2017.

Principal activity and fair review of the business

For the period from incorporation on 25 August 2016 to 31 August 2017, the Company's results included the running costs of the Company and listing fees on the London Stock Exchange standard segment.

During the period, the Company raised £888,000 (gross) in equity and on 12 July 2017 had successfully listed its entire share capital onto the London Stock Exchange.

Following completion of an acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view of generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the acquisition.

Key performance indicators

There are no key performance indicators for this period as the company did not commence its investment activity.

Principal risks and uncertainties

i.   Business strategy

The Company is a newly formed entity with no operating history and has not yet identified any potential target company or business for the acquisition.

The Company may acquire either less than whole voting control of, or less than a controlling equity interest in, a target, which may limit its operational strategies.

The Company may be unable to complete the 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 the acquisition.

ii.   Liquidity Risk

The Directors have reviewed the working capital requirements and believe that there is sufficient working capital to fund the business.

Future developments and acquisition strategy

The Company will be seeking to acquire a company or asset within the industrial and services sector, with a view to implementing an operational improvement strategy that will generate significant value for its shareholders.

While the Company does not currently have any acquisition under formal consideration, it expects that it will target those in the range of £1 million - £10 million.  Subsequent to its initial acquisition, the Company may explore the potential for further acquisitions within related industries in order to provide finance and operational leverage.

Going Concern

As stated in note 2 to the 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 financial statements.

On behalf of the board

__________________

Tim Cottier

Director

21 December 2017

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 AUGUST 2017

The directors present their report and the audited financial statements for the period from 25 August 2016 to 31 August 2017.

Results and dividends

The trading results for the period and the Company's financial position at the end of the period are shown in the attached financial statements.

The directors have not recommended a dividend.

Strategic Report

In accordance with section 414C (11) of the Companies Act 2006 the company chooses to report the review of the business, the future outlook and the risks and uncertainties faced by the company in the Strategic Report.

Directors

The following directors have held office during the period:

Charles Tatnall (appointed 25 August 2016)

Tim Cottier (appointed 28 November 2016)

James Longley (appointed 25 August 2016, resigned 23 November 2016)

Directors' interests

At the date of this report the directors held the following beneficial interest in the ordinary share capital and share options of the Company:

Director	Shareholding	Percentage of the Company's Ordinary Share Capital
Charles Tatnall	30,001,000	22.39%
Tim Cottier	27,501,000	20.52%

22,500,000 of Tim Cottier's holding is held by Bolly Investments Limited, a company incorporated in England and Wales (Company Number 10473027), in which he owns 100% of the issued share capital. The balance is held through Hargreaves Lansdown (Nominees) Limited.

Substantial Interests

The Company has been informed of the following shareholdings that represent 3% or more of the issued Ordinary Shares of the Company as at 4 December 2017:

Shareholder	Shareholding	Percentage of the Company's Ordinary Share Capital
JIM Nominees Limited Charles Tatnall Bolly Investments Limited	40,000,000 30,001,000 22,500,000	29.85% 22.39% 16.79%
Peel Hunt Holdings Limited	7,599,000	5.60%
Tim Cottier (held through Hargreaves Lansdown) James Longley (held through Hargreaves Lansdown) Robert Savill Tracey Edwards	5,001,000 5,000,000 5,000,000 5,000,000	3.73% 3.73% 3.73% 3.73%

Dividends

No dividends will be distributed for the current period.

Supplier Payment Policy

It is the Company's payment policy to pay its suppliers in conformance with industry norms. Trade payables are paid in a timely manner within contractual terms, which is generally 30 to 45 days from the date an invoice is received.

Financial risk and management of capital

The major balances and financial risks to which the company is exposed to and the controls in place to minimise those risks are disclosed in Note 4.

The Board considers and reviews these risks on a strategic and day-to-day basis in order to minimise any potential exposure.

Financial instruments

The Company has not entered into any financial instruments to hedge against interest rate or exchange rate risk.

Auditors

Jeffreys Henry LLP were appointed auditors to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period. In preparing these financial statements, the directors are required to:

-     select suitable accounting policies and then apply them consistently;

-     make judgements and accounting estimates that are reasonable and prudent;

-     state whether they have been prepared in accordance with IFRS as adopted by the European Union

-     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.

Statement of disclosure to auditors

Each person who is a Director at the date of approval of this Annual Report confirms that:

-     So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware; and

-     Each Director has taken all the steps that he ought to have taken as Director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

-     Each Director is aware of and concurs with the information included in the Strategic Report.

Post Balance Sheet Events

Further information on events after the reporting date are set out in note 19. On behalf of the board

Director

Tim Cottier

21 December 2017

FANDANGO HOLDINGS PLC

STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 AUGUST 2017

		Period ended 31 August 2017
		£'000
	Notes
Continuing operations
Listing costs		(123)
Administrative expenses	5	(77)
Loss before taxation		(200)
Taxation	7	-
Loss and comprehensive loss for the period		(200)
Basic loss per share	8	(0.15p)
Diluted loss per share		(0.13p)

Since there is no other comprehensive loss, the loss for the period is the same as the total comprehensive loss for the period attributable to the owners of the Company.

The notes on pages 19 to 27 form part of these financial statements.

FANDANGO HOLDINGS PLC STATEMENT OF FINANCIAL POSITION AS AT 31 AUGUST 2017

The Statement of Financial Position of the Company is stated below:

			As at 31 August
			2017
	Notes		£'000
Assets
Current assets
Trade and other receivables	10		53
Cash and cash equivalents	11		468
Total Assets			521
Equity and liabilities
Current liabilities
Trade and other payables	12		8
Total Liabilities			8
Equity attributable to equity holders of the company
Share Capital - Ordinary shares	13		134
Share Premium account			579
Profit and Loss Account			(200)
Total Equity			513
Total Equity and liabilities			521

The notes on pages 19 to 27 form part of these financial statements. Approved by the Board and authorised for issue on 21 December 2017

Tim Cottier

Director

Company Registration No. 10346576

		Period ended
		31 August
		2017
	Notes	£'000
Cash flows from operating activities
Operating loss	5	(200)
(Increase)/decrease in receivables		(53)
Increase/(decrease) in payables		8
Cash flow from operating activities		(245)
Cash flows from financing activities
Issue of shares	13	713
Net cash from financing activities		713
Net increase in cash and cash equivalents		468
Cash and cash equivalents at the beginning of the period		-
Cash and cash equivalents at end of period		468
Represented by: Bank balances and cash		468

The notes on pages 19 to 27 form part of these financial statements.

	Notes	Share capital	Share premium	Accumulated deficit	Total equity
		£'000	£'000	£'000	£'000
On Incorporation		-	-	-	-
Shares issued during the period	11	134	756	-	890
Share Issue costs		-	(177)	-	(177)
Loss for the period		-	-	(200)	(200)
As at 31 August 2017		134	578	(200)	513

Share capital is the amount subscribed for shares at nominal value.

Share premium represents amounts subscribed for share capital in excess of nominal value. Accumulated deficit represent the cumulative loss of the company attributable to equity shareholders.

The notes on pages 19 to 27 form part of these financial statements.

1      General information

Fandango Holdings PLC ('the company') is an investment company incorporated in the United Kingdom. The address of the registered office is disclosed on the company information page at the front of the annual report. 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 8 May 2017.

2      Accounting policies

2.1.    Basis of Accounting

This financial information has been prepared in accordance with International Financial Reporting Standards (IFRS), including IFRIC interpretations issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

These policies have been consistently applied.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Although these estimates are based on management's experience and knowledge of current events and actions, actual results may ultimately differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

a)    Going concern

These financial statements have been prepared on the assumption that the Company is a going concern. When assessing the foreseeable future, the Directors have looked at a period of at least twelve months from the date of approval of this report and have looked at the adequacy of funds required as well as working capital requirements of the Company.

After making enquiries, the Directors firmly believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

b)    New and amended standards adopted by the Company

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning that would be expected to have a material impact on the Company.

c)    Standards, interpretations and amendments to published standards that are not yet effective

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial period beginning 25 August 2016 and have not been early adopted. The Directors anticipate that the adoption of these standard and the interpretations in future period will have no material impact on the financial statements of the Company.

Reference	Title	Summary	Application date of standard	Application date of Company
IFRS 9	Financial Instruments	Revised standard for accounting for financial instruments	Periods commencing on or after 1 January 2018	1 Sept 2018
IFRS 10	Consolidated financial statement	Amended by Investment Entities: Applying the Consolidation Exception	Periods commencing on or after 1 January 2016	1 Sept 2017
IFRS 11	Joint Arrangements	Amended by Accounting for Acquisitions of Interests in Joint Operations	Periods commencing on or after 1 January 2016	1 Sept 2017
IFRS 12	Disclosure of Interests in Other Entities	Amended by Investment Entities: Applying the Consolidation Exception	Periods commencing on or after 1 January 2016	1 Sept 2017
IFRS 14	Regulatory deferral accounts	Aims to enhance the comparability of financial reporting by entities subject to rate-regulations	Periods commencing on or after 1 January 2016	1 Sept 2017
IFRS 15	Revenue from contracts with customers	Specifies how and when to recognise revenue from contracts as well as requiring more informative and relevant disclosures	Periods commencing on or after 1 January 2018	1 Sept 2018
IFRS 16	Leases	IFRS 16 Leases published	Periods commencing on or after 1 January 2019	1 Sept 2019
IFRS 17	Insurance Contracts	IFRS 17 Insurance Contracts	Periods commencing on or after 1 January 2021	1 Sept 2021
IAS 16	Property, Plant and Equipment	Amended standard for accounting treatment for property, plant and equipment	Periods commencing on or after 1 January 2016	1 Sept 2017
IAS 27	Separate financial statement	Amended by Equity Method in Separate Financial Statements (Amendments to IAS 27)	Periods commencing on or after 1 January 2016	1 Sept 2017
IAS 28	Investments in Associates and Joint Ventures	Amended by Investment Entities: Applying the Consolidation Exception	Periods commencing on or after 1 January 2016	1 Sept 2017

2.2    Financial instruments

Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument.

Other receivables

Other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to the initial recognition, other receivables are measured at amortised cost less impairment losses for bad and doubtful debts.

Impairment losses for bad and doubtful debts are measured as the difference between the carrying amount of financial asset and the estimated future cash flows, discounted where the effect of discounting is material.

Cash and cash equivalents

Cash and cash equivalents comprised of cash at bank and in hand.

Fair values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the company at the statement of financial position date approximated their fair values, due to relatively short-term nature of these financial instruments.

Other payables

Other payables are initially recognised at fair value and thereafter stated in amortised cost.

2.3    Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.4    Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, 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 end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.

2.5    Taxation (continued)

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of the each reporting period 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 asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

3       Critical accounting estimates and judgments

The company makes certain judgements and estimates which affect the reported amount of assets and liabilities. Critical judgements and the assumptions used in calculating estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the process of applying the Company's accounting policies, which are described above, the Directors do not believe that  they  have  had  to  make any  assumptions  or  judgements that would have a material effect on the amounts recognised in the financial information.

FANDANGO HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE PERIOD ENDED 31 AUGUST 2017

4       Financial risk management

The Company's activities may expose it to some financial risks. 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.

a)  Liquidity risk

Liquidity risk is the risk that Company will encounter difficulty in meeting obligations associated with financial liabilities. The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the Company's short term and long-term funding risks management requirements. During the period under review, the Company has not utilised any borrowing facilities. The Company manages liquidity risks by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

b)  Capital risk

The Company takes great care to protect its capital investments. Significant due diligence is undertaken prior to making any investment. The investment is closely monitored.

5       Operating loss, expenses by nature and personnel

	Period ended 31 August 2017
	£'000
Operating loss is stated after charging:
Directors Remuneration	10
Directors fees	31
Management fees	14
Rent	9
Listing fees	123
Audit fees
- Audit services	8
Other administrative expenses	5
Total administrative expenses	200

6       Personnel

The average monthly number of employees during the period was two directors.

There were no benefits, emoluments or remuneration payable during the period for key management personnel other than the £10,000 in salaries, £30,600 (inclusive of VAT of £5,100) in fees and £14,000 disclosed in Note 5. The fees paid are also detailed in Note 16 as related party transactions.

7       Taxation

	Period ended 31 August 2017
	£'000
Total current tax	-
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation	(200)
Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 19%	(38)
Effects of:
Non-deductible expenses	23
Tax losses carried forward	15
Current tax charge for the period	-

No liability to UK corporation tax arose on ordinary activities for the current period.

The company has estimated excess management expenses of £76,561 available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset of approximately £14,000 which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

8       Earnings per share

	Period ended 31 August 2017
Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:
Loss after tax attributable to equity holders of the company	(£ 199,990)
Weighted average number of ordinary shares	134,002,000
Weighted average number of ordinary shares on a diluted basis	159,002,000
Basic loss per share Diluted loss per share	(0.15p) (0.13p)

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.

9       Capital risk management

The Directors' objectives when managing capital are to safeguard the Company'  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. At the date of this financial information, the Company had been financed by the introduction of capital. In the future, the capital structure of the Company is expected to  consist of  borrowings  and  equity attributable  to equity holders of the Company, comprising issued share capital and reserves

10     Trade and other receivables

	2017
	£'000
Other receivables	50
Prepayments	3
	53

11     Cash and cash equivalents

	2017
	£'000
Cash at bank	468
	468

12     Trade and other payables

	2017
	£'000
Trade payables	8
Accruals	-
	8

FANDANGO HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE PERIOD ENDED 31 AUGUST 2017

13     Share capital

	For the year end 31 August 2017
	£'000
Allotted, called up and fully paid
134,002,000 Ordinary shares of £0.001 each	134
	134

During the period the company had the following share transactions:

On 25 August 2016 the Company was incorporated with an issued share capital of two Ordinary shares of £1 each.

On 8 May 2017 the Company subdivided each ordinary share of £1 into 1,000 Ordinary shares of £0.001 each.

On 8 May 2017 the Company issued and allotted 50,000,000 Ordinary shares of £0.001 each at par.

On 27 June 2017, the Company issued and allotted 84,000,000 Ordinary shares of £0.001 each at a price of £0.01 each

The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) right; they do not confer any rights of redemption.

FANDANGO HOLDINGS PLC

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE PERIOD ENDED 31 AUGUST 2017

14     Accumulated deficit

	2017
	£'000
At start of period	-
Loss for the period	(200)
At 31 August 2017	(200)

15     Contingent liabilities

The company has no contingent liabilities in respect of legal claims arising from the ordinary course of business.

16     Directors salaries, fees and Related parties

1)   Salaries paid to Directors of £1,000 per month paid to each of the Directors from April 2017

Charles Tatnall     £5,000

Timothy Cottier   £5,000

2)   Consultancy fees paid to Tatbels Limited, Kinloch Corporate Finance Limited and James Longley Limited

Tatbels Limited	£21,600
Kinloch Corporate Finance Limited	£9,000
James Longley Limited	£14,000

Tatbels Limited is controlled by Charles Tatnall.

Kinloch Corporate Finance Limited is controlled by Timothy Cottier. James Longley Limited is controlled by James Longley.

3)   Rent paid of £8,850 for offices occupied by Fandango Holdings PLC at 18 Adams Row, London W1K 2LA -Lease held by James Longley.

4)   There were no balances owed to the Directors or any other related parties at the year end.

17     Capital commitments

There was no capital expenditure contracted for at the end of the reporting period but not yet incurred.

18     Ultimate controlling party

As at 31 August 2017 there is no ultimate controlling party.

    19.    Events after the reporting period

There were no post balance sheet events requiring disclosure.

    20.   Nature of financial Information

These are not full accounts in terms of Section 434 of the Companies Act 2006.  The information contained within this financial information, which is extracted from the Annual Report and Financial Statements 2017, constitute regulated information, which is to be communicated to the media in full unedited text through a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules ("DTR"), Rule 6.3.5R. This announcement is not a substitute for reading the full Annual Report and Financial Statements 2017.

Full accounts for the period ended 31 August 2017 have been lodged with the Registrar of Companies.  The audited financial statements for the period ended 31 August 2017 contain an unqualified audit report.

The Company's Annual Report and Financial Statements 2017, Strategic Report 2017 and Notice of Annual General Meeting 2017 will be available on the Company's website at www.fandangoholdingsplc.com  

**ENDS**

For further information visit www.fandangoholdingsplc.com or contact the following: 

Fandango Holdings plc
Tim Cottier	Fandango Holdings plc	Tel: [phone]
Financial Adviser
Jon Isaacs	Alfred Henry Corporate Finance Ltd	Tel: [phone]
Financial PR
Isabel de Salis Olivier Vita	St Brides Partners Ltd	Tel: [phone]

 

END

 

 

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