Results For The Six Months Ended 31 July 2023

Semper Fortis Esports PLC
31 October 2023
 

 

31 October 2023

 

SEMPER FORTIS ESPORTS PLC

 

("Semper" or the "Company")

 

HALF-YEARLY RESULTS FOR THE SIX MONTHS ENDED 31 JULY 2023

 

Semper Fortis Esports PLC (AQSE: SEMP), announces its unaudited half-yearly results for the six months ended 31 July 2023 and provides an update on post-period events.

 

 

FINANCIAL HIGHLIGHTS

·      Loss before tax of £0.25m (H1 2022: £0.46m).

·      Cash at bank as of 31 July 2023 £0.16m (H1 2022: £0.63m).

 

OPERATIONAL HIGHLIGHTS

·      No active operating business during the period.

·      Raised £100,000 before expenses through a subscription for an aggregate of 100m new ordinary shares.

·      Investment of £250,000 made in convertible loan notes of £1 each in GL Membership Limited.

POST PERIOD EVENTS

·      Continuing due diligence on GL Membership Limited as the Company explores the opportunity to acquire the entire issued share capital of GL Membership Limited by way of a reverse takeover transaction.

 

Keith Harris, Chairman, said: "We are excited at the potential acquisition of GL Membership Limited, a business that is undergoing rapid expansion and growth in the subscription model space. Our initial view is there is considerable upside potential in this early-stage investment and we will make further announcements in due course when our due diligence has concluded."

 

 


For more information, please contact:

Semper Fortis Esports plc

 

 Max Deeley, Finance Director

 

 

Novum Securities Limited

AQSE Corporate Adviser and Broker

 + 44 20 7399 9400

 

David Coffman / George Duxberry  -  Corporate Finance          

Colin Rowbury -  Corporate Broking 

 

 

 

 

 

 

 



 

 

 

Interim Management Report

 

Overview

 

 

The Company has no active operating business and has significantly reduced its overheads to a minimum in order to conserve its cash position.

On 22 March 2023 Jassem Osseiran stepped down as a director of the Company. The Board would like to thank Jassem for his hard work during his time with the Company.

During April 2023 the Company raised £100,000 before expenses through a subscription for an aggregate of 100,000,000 new ordinary shares of 0.01 pence par value each at a price of 0.1 pence per share.

On 16 May 2023 the Company agreed to subscribe for £250,000 of Convertible Loan Notes of £1 each in GL Membership Limited (trading as Good Life+ "Good Life+").

The Convertible Loan Notes have been secured against the assets of Good Life+ and the funding will assist Good Life's rapid expansion and growth in the subscription model space. 

Outlook

The Company has commenced due diligence on GL Membership Limited as it considers the opportunity to acquire the entire issued share capital of Good Life+ by way of a reverse takeover transaction under the AQSE Access Growth Market Rules ("Reverse Takeover").

 

Should the Convertible Loan Notes convert, the subscription price at conversion is expected to be at a discount to the price per ordinary share to be paid for Good Life+ on completion of a Reverse Takeover.  

 

Good Life+ offers a subscription based monthly membership that gives members access to daily, luxury prize draws whilst simultaneously providing access to thousands of discounts and deals. The membership base has seen significant growth and has more than doubled since November 2022 and now has over 18,000 active members.

 

 

Max Deeley

Finance Director

 

31 October 2023

 

 

 

 

INCOME STATEMENT AND STATEMENT OF COMPRENSIVE INCOME

 

 

 

Unaudited

Unaudited

Audited

 

 

Six

months ended

Six months ended

 

Year

ended

 

Note

31 July 2023

31 July 2022

31 January 2023








£

£

£

Revenue


-

55,824

100,977






Administrative expenses

3

(253,283)

(511,629)

(679,286)

Loss before income tax


(253,283)

(455,805)

(578,309)






Income tax


-

-

-






Loss for the period and total comprehensive loss


(253,283)

(455,805)

(578,309)






Earnings per share attributable to equity owners





Basic and diluted earnings per share

4

(0.001)

(0.001)

(0.001)

 

 

 



 

STATEMENT OF FINANCIAL POSITION

 

 

Unaudited

As at

31 July

2023

Unaudited

As at

31 July

2022

Audited

As at

31 January 2023

 

Note

£

£

£

ASSETS





Non-current assets





Investments

5

250,000

-

-






Current assets





Other receivables


57,179

97,543

46,086

Cash and cash equivalents


161,138

634,502

527,879

Other assets


-

-

1,432



218,317

732,045

575,397






Total assets


468,317

732,045

575,397






EQUITY AND LIABILITIES





Equity attributable to owners





Share capital

6

86,550

76,550

76,550

Share premium


2,577,410

2,487,410

2,487,410

Share based payments reserve


153,142

156,327

157,598

Investment in own shares


(56,747)

(56,747)

(56,747)

Retained earnings


(2,401,309)

(2,029,978)

(2,152,482)








359,046

633,562

512,329

Current liabilities





Trade and other payables


109,271

98,483

63,068






Total equity and liabilities


468,317

732,405

575,397






 

 



 

STATEMENT OF CHANGES IN EQUITY

 

 

 

Share

capital

 

Share

premium

 

Share based payments reserve


Retained

earnings

 

 

 

Investment in own shares

 

Total

 

 

£

 

£

 

£

 

£

 

£

 

£














At 1 February 2023


76,550


2,487,410


157,598


(2,152,482)


(56,747)


    512,329

Total comprehensive loss for the period


-


-


 

-


(253,283)


 

-


(253,283)

Shares issued in period


10,000


90,000


 

-


-


 

-


100,000

Forfeiture of share options


-


-


 

(4,456)


4,456


 

-


-

At 31 July 2023


86,550


2,577,410


153,142


(2,401,309)


(56,747)


359,046

 

 

 

Share

capital

 

Share

premium

 

Share based payments reserve


Retained

earnings

 

 

Investment in own shares

 

Total

 

 

£

 

£

 

£

 

£

 

            £

 

    £

At 1 February 2022


76,550


2,487,410


155,077


(1,574,173)


-


1,144,864

Total comprehensive loss for the period


-


-


-


(455,805)


-


 (455,805)

Share based payments


-


-


1,250


-


-

  

       1,250

Shares owned by Employee Benefit Trust


-


-


-




 

(56,747)


    (56,747)

At 31 July 2022


76,550


2,487,410


156,327


(2,029,978)


(56,747)


    633,562

 

 

 

Share

capital

 

Share

premium

 

Share based payments reserve


Retained

earnings

 

 

Investment in own shares

 

Total

 

 

£

 

£

 

£

 

£

 

            £

 

    £

At 1 February 2022


76,550


2,487,410


155,077


(1,574,173)


-


1,144,864

Total comprehensive loss for the period


-


-


-


(578,309)


 

-


 (578,309)

Share based payments


-


-


2,521


-


 

-

  

    2,521

Shares owned by Employee Benefit Trust


-


-


-


-


 

 

(56,747)


    (56,747)

At 31 January 2023


76,550


2,487,410


157,598


(2,152,482)


(56,747)


    512,329

 

 



 

STATEMENT OF CASH FLOWS



Unaudited

Unaudited

Audited



Six months

ended

Six months ended

Year

ended



           31 July

2023

31 July

 2022

31 January

2023








£

£

£

Cash flows from operating activities





Loss before income tax


(253,283)

(455,805)

(578,309)

Adjustments:





Share based payments


-

1,250

2,521

Fair value loss on other assets


-

-

32,649

Movement in working capital





Decrease/(Increase) in receivables


(9,661)

10,079

61,536

Increase/(Decrease) in payables


46,203

(192,693)

(228,108)






Net cash flow from operating activities


(216,741)

(637,169)

(709,711)






Cash flows from investing activities





Purchase of other assets


-

-

(34,081)

Purchase of investments


(250,000)

-

-

Purchase of own shares


-

(56,747)

(56,747)






Net cash flows from investing activities


(250,000)

(56,747)

(90,828)






Cash flows from financing activities





Issue of ordinary shares

6

100,000

-

-






Net cash flows from financing activities


100,000

-

-






Net decrease in cash and cash equivalents


(366,741)

(693,916)

(800,539)






Cash and cash equivalents at beginning of period


527,879

1,328,418

1,328,418






Cash and cash equivalents at end of period


161,138

634,502

527,879

 

 

 

The accounting policies and notes form an integral part of these financial statements.

NOTES TO THE FINANCIAL INFORMATION

For the six months ended 31 July 2023

 

1.          Basis of preparation

The interim financial information has been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs), as adopted by the UK.

The accounts have been prepared in accordance with accounting policies that are consistent with the Annual Report and Accounts for the year ended 31 January 2023.

The unaudited results for the six months ended 31 July 2023 do not constitute statutory accounts for that period under 435 of the Companies Act 2006 and have not been reviewed by the Company's auditor

. Statutory accounts for the year ended 31 January 2023 have been delivered to the Registrar of Companies.

The auditors' report on the accounts for 31 January 2023 was unqualified but was modified to include a material uncertainty related to going concern.  It did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

 

2.          Changes in significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the financial statements as at and for the year ended 31 January 2023.

 

3.          Operating expenses by nature

 

 

Unaudited

Six months

Unaudited

Six months

Audited

Year

 

 

ended

ended

ended



31 July

2023

31 July

2022

31 January

2023

Directors' Remuneration


79,134

125,563

191,066

Salaries


-

-

8,000

Professional fees


166,928

157,090

234,696

Esports team costs


-

157,727

179,488

Share based payments


-

1,250

2,521

Fair value adjustment


-


32,649

Sundry expenses


7,221

69,999

30,866








253,283

511,629

679,286






 

 



 

4.            Earnings per share

The basic earnings per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue.

The loss attributable to equity holders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. The weighted average number of shares excludes shares held by an Employee Benefit Trust and has been adjusted for the issue/purchase of shares during the period.

 

 

Unaudited

Six months

Unaudited

Six months

Audited

year

 

 

ended

ended

ended

 

 

31 July

2023

31 July

2022

31 January 2023

 

 

£

£

£

Loss for the year / period attributable to equity holders (£)


 

(253,283)

(455,805)

(578,309)

Weighted average number of shares in issue


 

467,433,502

387,637,922

415,499,800






Basic and diluted earnings per share (£)


 

 

(0.001)

(0.001)

(0.001)

5.   Investments

In the period, the Company made an investment of £250,000 in convertible loan notes ("CLNs") of £1 each in GL Membership Limited (trading as "Good Life+").

The CLN has been secured against the assets of Good Life+.

 

6.   Share capital

On 28 April 2023, the Company raised £100,000 before expenses through a subscription for an aggregate of 100,000,000 new ordinary shares of 0.01 pence par value at a price of 0.1 pence per share.

The issued share capital as at 31 July 2023 was 515,499,800 of 0.01 pence each ordinary shares (31 July 2022: 415,499,800; 31 January 2023: 415,499,800) and 35,000 of £1.00 each redeemable deferred shares (31 July 2022: 35,000; 31 January 2023: 35,000).

The ordinary shares have full voting, dividend and capital distribution (including on winding up) rights.

The redeemable deferred shares hold no voting rights or rights to receive dividends.

In March 2022 an Employee Benefit Trust established by the Company acquired 41,000,000 Ordinary Shares and 12,587 Redeemable Preference Shares. This has been included as part of Other Reserves within equity.

 

7.   Share based payments

On 26 April 2021, the Company granted options over 12,464,994 ordinary shares at an exercise price of £0.031 and a vesting period of 2 to 4 years. One of the directors left the company on 6 December 2021, resulting in 8,309,996 options lapsing, with one of the other directors leaving on 22 March 2023 resulting in the remaining 4,154,998 options lapsing.  At 31 July 2023, there are no options outstanding.

The charge for share based payments in the six months ended 31 July 2023 was £nil (31 July 2022: £1,250; 31 January 2022: £2,521).

58,000,000 warrants were outstanding at 31 July 2023 (31 January 2023: 58,000,000; 31 July 2022: 58,000,000) with a weighted average exercise price of £0.007 per share and a weighted average remaining life of 2.38 years.

 

 

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