Year End Financial Accounts

RNS Number : 9972W

Fandango Holdings PLC

24 April 2019

 

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

24 April 2019

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

Year End Financial Accounts

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 2018.

STRATEGIC REPORT

Principal activity and fair review of the business

For the year to 31 August 2018, the Company's results include the running costs of the Company and listing fees on the London Stock Exchange standard segment.

On 19 December 2018 your company announced that it has signed a non-binding Heads of Terms agreement to acquire the entire issued share of Konnect Mobile Communications Inc. However, However 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.

During the year Fandango has made loans to Stranger Holdings PLC, a company of which Charles Tatnall is a director, which attract interest at 5% per month. The loan is repayable upon the relisting of Stranger Holdings PLC. The amount of the loan outstanding at the year end was £141,000 and the maximum amount outstanding was £150,000. At the year end accrued interest amounted to £38,721. The current balance outstanding, at the date of this report, excluding interest is £108,000.

The future

The directors continue to investigate a number of opportunities for a suitable investment for the Company and looks forward to updating the market in due course.

Key performance indicators

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

Principal risks and uncertainties

i.              Business strategy

The Company is a relatively new entity with no operating history and has not yet completed the acquisition of a suitable investment. The Company may be unable to complete a suitable acquisition in a timely manner

ii.             Liquidity Risk

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

Going Concern

As stated in note 2 to the financial statements, the Directors and James Longley, a shareholder, have offered letters of comfort confirming that they will provide such additional working capital as necessary to enable the Company to meet all of its debts as and when they fall due for a period of at least twelve months from the date of approval of the financial statements. On this basis 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.

DIRECTORS' REPORT

The directors present their report and the audited financial statements for the year to 31 August 2018.

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                                                                                                  

Tim Cottier         

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 5% or more of the issued Ordinary Shares of the Company as at 31 December 2018:

Shareholder	Shareholding	Percentage of the Company's Ordinary Share Capital
JIM Nominees Limited Charles Tatnall Tim Cottier (held through Bolly Investments Limited and Hargreaves Lansdown)	38,000,000 30,001,000 27,501,000	28.36% 22.39% 20.52%
Peel Hunt Holdings Limited	7,487,605	5.59%

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

None.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 AUGUST 2018

		Year ended 31 August 2018		Period ended 31 August 2017
			£'000		£'000
	Notes
Continuing operations
Investment income	16		39
Listing costs			(51)		(123)
Administrative expenses	5		(278)		(77)
Loss before taxation			(290)		(200)
Taxation	7		-		-
Loss and comprehensive loss for the period			(290)		(200)
Basic loss per share	8		(0.22p)		(0.15p)
Diluted loss per share			(0.19p)		(0.13p)

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

STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2018

		As at 31 August
		2018		2017
	Notes	£'000		£'000
Assets
Current assets
Trade and other receivables	10	204		53
Cash and cash equivalents	11	53		468
Total Assets		257		521
Equity and liabilities
Current liabilities
Trade and other payables	12	26		8 -----
Accruals		8		-
Total Liabilities		34		8              8                19
Equity attributable to equity holders of the company
Share Capital - Ordinary shares	13	134		134
Share Premium account		579		579
Profit and Loss Account		(490)		(200)
Total Equity		223		513
Total Equity and liabilities		257		521

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2018

	Year ended		Period ended
		31 August		31 August
		2018		2017
	Notes	£'000		£'000
Cash flows from operating activities
Operating loss		(290)		(200)
Interest receivable		(39)		-
(Increase)/decrease in receivables		29		(53)
Increase/(decrease) in payables		26		8
Cash flow from operating activities		(274)		(245)
Cashflows from investing activities
Amounts advanced to related parties		(141)		-
		(415)		(245)
Cash flows from financing activities
Issue of shares		-		713
Net cash from/ (used in) financing activities		-		468
Net increase/(decrease) in cash and cash equivalents		(415)		468
Cash and cash equivalents at the beginning of the period		468		-
Cash and cash equivalents at end of period		53		468
Represented by:   Bank balances and cash		53		468

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2018

	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	579		(200)	513
Loss for the year		-	-		(290)	(290)
As at 31 August 2018		134	579		(490)	223

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.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

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.

The Directors and James Longley, a shareholder, have offered letters of comfort confirming that they will provide such additional working capital as necessary to enable the Company to meet all of its debts as and when they fall due for a period of at least twelve months from the date of approval of the financial statements. On this basis 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.

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 1 September 2017 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
IFRS 2	Share Based Payments	Amendments to clarify the classification and measurement of share based transactions	Periods beginning on or after 1 January 2018
IFRS 3	Business Combinations	Amendments resulting from the annual review cycle.	Periods beginning on or after 1 January 2019
IFRS 4	Insurance Contracts	Amendments regarding the interaction of IFRS 4 and IFRS9	Periods beginning on or after 1 January 2018
IFRS 9	Financial Instruments	Amendments regarding the interaction of IFRS 4 and IFRS9	Periods beginning on or after 1 January 2018
IFRS 9	Financial Instruments	Amendments regarding prepayment features with negative compensation and modifications of financial liabilities	Periods beginning on or after 1 January 2019
IFRS 11	Joint Arrangements	Amendments resulting from the annual review cycle.	Periods beginning on or after 1 January 2019

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

IFRS 15	Revenue from Contracts with Customers	Original issue	Periods beginning on or after 1 January 2018
		Amendments to defer the effective date	Periods beginning on or after 1 January 2018
		Clarifications to IFRS	Periods beginning on or after 1 January 2018
IAS 40	Investment Property	Amendments to clarify transfers or property to, or from, investment property.	Periods beginning on or after 1 January 2018
IFRS 1, IFRS 2, IAS 28	Annual improvements 2014-2016 Cycle	Amendments resulting	Annual periods beginning on and after 1 January 2018
IFRS 16	Leases	Original issue	Annual periods beginning on or after 1 January 2019
Amendments to IFRIC 22	Foreign Currency transactions and advance consideration	Amendments to clarify the accounting for transactions that include the receipt or payment of advance consideration in a foreign currency.	Annual periods beginning on or after 1 January 2019
IFRIC 23	Uncertainty over income tax treatment	Address how to reflect uncertainty in accounting for income tax	Annual periods beginning on or after 1 January 2019

The Directors anticipate that the adoption of these Standards and the Interpretations in future periods will have no material impact on the financial statements of the Company. The Company does not intend to apply any of these pronouncements early.

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.

There is no tax payable as the company has made a taxable loss for the year. Taxable loss differs from net loss 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 or loss. Deferred tax liabilities are generally recognised for all taxable temporary differences.

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 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.

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

	Year ended 31 August 2018		Period ended 31 August 2017
		£'000		£'000
Operating loss is stated after charging:
Directors Remuneration		24		10
Directors fees		66		31
Rent		39		9
Consultancy and advisory fees		61		14
Listing costs		51		123
Audit fees		10		8
Irrecoverable VAT		21		-
Reporting Accountants' fees		3		-
Other administrative expenses		54		5
Total administrative expenses		329		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 £24,000 in salaries and £66,700 in fees disclosed in Note 5. The fees paid are also detailed in Note 16 as related party transactions.

7       Taxation

		Year ended 31 August 2018		Period ended 31 August 2017
		£'000		£'000
Total current tax		-		-
Factors affecting the tax charge for the period
Loss on ordinary activities before taxation	(290)			(200)
Loss on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 19%		(55)		(38)
Effects of:
Non-deductible expenses		5		23
Tax losses carried forward		50		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 £347,086 (2017: £76,561) available for carry forward against future trading profits.

The tax losses have resulted in a deferred tax asset of approximately £65,000 (2017: £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

	Year ended 31 August 2018		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	(£290,190)		(£199,999)
Weighted average number of ordinary shares	134,002,000		134,002,000
Weighted average number of ordinary shares on a diluted basis	159,002,000		159,002,000
Basic loss per share	(0.22p)		(0.15p)
Diluted loss per share	(0.19p)		(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'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. 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

	2018		2017
	£'000		£'000
Other receivables	179		50
Prepayments	25		3
	204		53

Other receivables consist of an unsecured loan to a related party. Further details are provided in note 16 to the financial statements.

11     Cash and cash equivalents

	2018		2017
	£'000		£'000
Cash at bank	53		468
	53		468

12     Trade and other payables

	2018		2017
	£'000		£'000
Trade Payables	26		8
Accruals	8		-
	34		8

13           Share capital

For the year end	31 August 2018		31 August 2017
Allotted, called up and fully paid		£'000		£'000
134,002,000 Ordinary shares of £0.001 each		134		134
		134		134

During the period the company had no share transactions.

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.

14     Accumulated deficit

	2018		2017
	£'000		£'000
At start of period	(200)		-
Loss for the period	(290)		(200)
At 31 August	(490)		(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 during the year

	2018		2017
Charles Tatnall	£12,000		£5,000
Timothy Cottier	£12,000		£5,000

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

	2018		2017
Tatbels Limited	£51,700		£21,600
Kinloch Corporate Finance Limited	£15,000		£9,000

Tatbels Limited is controlled by Charles Tatnall.

                Kinloch Corporate Finance Limited is controlled by Timothy Cottier.

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

4)    The loan to Stranger Holdings PLC was advanced during the accounting period and attracts interest at 5% per month and is repayable upon the relisting of Stranger Holdings PLC. The amount of the loan outstanding at the year end was £141,000 and the maximum amount outstanding was £150,000. At the year end accrued interest amounted to £38,721. The current balance outstanding, at the date of this report, excluding interest is £108,000.

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 2018 there is no ultimate controlling party.

19.   Events after the reporting period

        There were no post balance sheet events requiring disclosure.

ENDS

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

Fandango Holdings plc
Charles Tatnall	Fandango Holdings plc	E: [e-mail] T: [phone]
Financial PR
Isabel de Salis / Cosima Akerman	St Brides Partners Ltd	E: [e-mail] T: [phone]

 

END

 

 

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