28 September 2021

Starcrest Education The Belt & Road Limited

("Starcrest" or the "Company" or the "Group")

Interim Results for the six months to 30 June 2021

Starcrest Education The Belt & Road Limited (LSE: OBOR), the international developer and operator of education services in Europe, is pleased to announce its unaudited results for the six months to 30 June 2021.

Highlights

·    As of 30 June 2021, the Group had cash balances of £652,690 (2020: £1,920,399)

·    Post-period, on 06 August, the Company announced the signing of non-legally binding heads of terms ("Heads of Terms") for the acquisition of up to 80% of the issued share capital of National Training Company Limited ("NTC" or the "Target") (the "Proposed Transaction")

o  Simultaneously, the Company announced that it is no longer proceeding with the Company's previously stated intention to acquire 60% of the issued share capital of The London School of Science and Technology Limited ("LSST") as a result of uncertainties due to the COVID-19 pandemic

·    Loss before tax for the period of £415,827 (2020: £1,004,044), which principally covers costs relating to due diligence for acquisition targets

·    Post-period, at its Extraordinary General Meeting, held on 28 September 2021, the Company announced that its shareholders had approved its intention to change its name from "Starcrest Education The Belt & Road Limited" to "Starcrest Education Limited"

John McLean OBE, Non-Executive Chairman, commented:

"We are pleased to announce Starcrest's interim results for the six months to 30 June 2021.

"In response to the COVID-19 pandemic, the Company has refined its strategic focus to providing premier education services and products in the UK and Europe, having originally also included opportunities in the Chinese education sector. 

"Throughout the period, the Company remained proactively seeking acquisition targets that fit with its search criteria and offer attractive growth potential and returns. As a result of these efforts, we are pleased to have signed Heads of Terms for the acquisition of National Training Company Limited.

"We believe that the acquisition provides a valuable opportunity for Starcrest and its shareholders. The Board is progressing matters and we look forward to updating the market on our progress in due course. However, we would reiterate to shareholders that there can be no guarantee at this stage that the Proposed Transaction will complete."

- Ends -

Enquiries:

Notes to editors:

Starcrest is an international developer and operator of education services in Europe. The Company was established to seek acquisition opportunities in the international education sector and to provide premier education services and products in the UK and to countries in Europe. 

Starcrest listed on the Main Market of the London Stock Exchange on 31 January 2019 under the ticker symbol (LSE: OBOR). Further information can be found on the Company's website at https://www.starcresteducation.com.

Chairman's Statement

Introduction

I am very pleased to report the Company's interim results for the period ended 30 June 2021.

Results

As of 30 June 2021, the Group had cash balances of £652,690 (30 June 2020: £1,920,399). Loss before tax for the period ended 30 June 2021 was £415,827 (2020: £1,004,044).

Starcrest made approximately £418,219 loss for the period ended June 2021 (2020: £776,195). The majority of the losses reported in this period, representing approximately £172,000, are attributed to professional fees and associated costs relating to the due diligence cost for acquisition targets. The remaining expenditure related to Directors fees, administration and other costs.

The majority of the losses reported in the comparative period to 30 June 2020, representing approximately £725,000, were attributed to professional fees and associated costs relating to the due diligence cost for acquisition targets. The remaining expenditure related to Directors fees, administration and other costs.

Transactions

As outlined in Starcrest's Final results, announced on 22 April 2021, no further progression was expected to take place until 30 June 2021 regarding the Company's previously stated intention to acquire 60% of the issued share capital of The London School of Science and Technology Limited ("LSST"), a private management school that offers an open and inclusive education experience in London and the midlands, as announced on 18 September 2019. During the period, therefore, the Company remained proactively seeking relevant acquisition opportunities that fit with the Company's search criteria and that offer attractive growth potential.

Post-period, on 06 August 2021, with the uncertainties of the COVID-19 pandemic a major contributory factor, the Company decided to no longer proceed with acquiring LSST.

Simultaneously, we were pleased to announce that the Company had signed non-legally binding heads of terms ("Heads of Terms") for the acquisition of up to 80% of the issued share capital of National Training Company Limited ("NTC" or the "Target") (the "Proposed Transaction").

Under the Heads of Terms, the Company has agreed to put options to require it to purchase the remaining 20% of the issued share capital of the Target. The Proposed Transaction is subject to the agreement and signature by the parties to a legally binding share purchase agreement.

The Proposed Transaction is also subject to, amongst other things, legal and financial due diligence, therefore the Company is unable to provide further information at this stage about the terms of the Proposed Transaction. If the Proposed Transaction is successful, it will amount to a reverse takeover under the Listing Rules.

The Board believes that the Target provides a valuable opportunity for Starcrest and its shareholders. The Board is therefore progressing matters and will update shareholders as soon as they are able to. The Company is focused on completing the transaction with NTC, however there is no certainty that the transaction will complete which includes the raising of new monies to fund the consideration. In the event the transaction does not complete, the Company will continue to seek another potential acquisition and to ensure that the Company has sufficient funding, the Company has received a letter of support confirming that up to a further £500,000 is available from its parent company, Starcrest Education Management Company Ltd.

Change of Company Name and Strategy

At its Extraordinary General Meeting, held on 28 September 2021, the Company announced that its shareholders had approved its intention to change its name from "Starcrest Education The Belt & Road Limited" to "Starcrest Education Limited".

The Company initially included a strategic focus on opportunities in the Chinese education sector, as well as opportunities in the UK and Europe. However, the Company's international strategy has been constrained by the measures imposed in response to the COVID-19 pandemic. Accordingly, the Company has revised its strategy to provide premier education services and products in the UK and Europe. The Board believes that the new name better reflects the Company's current strategic focus.

Notwithstanding the change in strategy, the Company believes that its principal risks and uncertainties remain unchanged from those disclosed in the 2020 annual report.

Board

With the Company's intention to move from a shell to an operating company, Starcrest hopes to strengthen its Board through the appointment of a combined Chief Financial Officer and Chief Operating Officer. More details will be provided on this in due course.

Summary and Outlook 

First and foremost, the Board's focus remains on progressing the required steps to complete the acquisition of NTC. Alongside this, however, in line with the Company's revised strategy and with its extensive experience and contacts, the Board continues to seek further acquisition targets across the education sector in the UK and Europe, which the Board believes demonstrates potential for long-term growth.

We look forward to providing further updates in due course.

John McLean OBE

Non-Executive Chairman

28 September 2021

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2021

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

PERIOD ENDED 30 JUNE 2021

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.    GENERAL INFORMATION

Starcrest Education The Belt & Road Limited ("the Company") was incorporated and registered in the Cayman Islands as a private company limited by shares on 23 May 2018 under the Companies Law (as revised) of The Cayman Islands, with the name Starcrest Education The Belt & Road Limited, and registered number 337619.

The subsidiaries included in these condensed consolidated financial statements were incorporated in November 2019.

The Company's registered office is located at Cricket Square, Hutchins Drive PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.

2.    PRINCIPAL ACTIVITIES

The principal activity of the Group is to seek education related acquisition opportunities in Europe.

3.    RECENT ACCOUNTING PRONOUNCEMENT 

a) New interpretations and revised standards effective for the period ended 30 June 2021

The International Accounting Standards Board (Board) has issued an amendment to IFRS 16 Leases to make it easier for lessees to account for COVID-19-related rent concessions such as rent holidays and temporary rent reductions

The Group has had no lease contract since August 2020 and therefore the Group have not recognised an asset or liability during the interim period. No lease related payments have been included in profit or loss.

b) Standards and interpretations in issue but not yet effective

There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective for periods beginning subsequent to 1 January 2021 (the date on which the Company's next annual financial statements will be prepared from) that the Company has decided not to adopt early. The Directors do not believe these standards and interpretations will have a material impact on the financial statements once adopted.

4.    BASIS OF PREPARATION

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union and prepared under the historic cost convention. The comparative figures as at 31 December 2020 have been extracted from the Group's Financial Statements for that financial year, but do not constitute these accounts.

The Company's functional currency is USD. The Company listed its shares on the main market of the London Stock Exchange on 31 January 2019. The directors have decided to present the consolidated interim financial information in Pounds Sterling (£), which is the Group's presentation currency, as the Company is listed in the UK.

The Directors have prepared cash flow forecasts for the business on the expectation that the proposed transaction completes. These forecasts show that the Company and the enlarged Group will be able to continue in operational existence for at least 12 months from the date of signing these accounts. The Directors have also considered the scenario under which the proposed transaction does not complete. This shows that the Group would require additional funding to be able to meet its obligations as they fall due. The Directors have received an undertaking from the Company's parent company, Starcrest Education Management Company Ltd to provide financial support in the event that the Company and Group require such support in order to be able to meet its obligations as they fall due for a period of at least one year from the date of these condensed consolidated financial statements. Having considered this undertaking, and all relevant facts and circumstances, the Directors consider it appropriate to prepare the financial statements on the going concern basis.

5.    SIGNIFICANT ACCOUNTING POLICIES

5.1 Foreign currency translation

Transactions in currencies other than the Company's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise.

Results at 30 June 2021 are translated into the presentation currency. Assets and liabilities are translated at the closing rate while income and expenses are translated at exchange rates at the dates of the transactions. Differences arising are recognised in Other Comprehensive Income in the period in which they arise (foreign currency translation reserve).

5.2 Financial instruments

A financial asset or a financial liability is recognised only when the Group becomes a party to the contractual provisions of the instrument.

Financial instruments are initially recognised at the transaction price as this represents fair value, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar instrument.

Financial assets

All financial assets are initially recognised at fair value, less transaction costs. Subsequent to initial recognition, they are recorded at amortised cost.

Financial liabilities

Financial liabilities are initially recognised at fair value. Subsequent to initial recognition, they are recorded at amortised cost.

5.3  Share Capital

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

5.4  Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held on call with banks and other short term highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

5.5  Earnings per share

Basic earnings per share is computed using the weighted average number of shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares during the period plus the dilutive effect of dilutive potential ordinary shares outstanding during the year.

5.6  Leases

Where the Group enters into leases that are longer than 12 months, the Group recognises right-of-use assets measured at an amount equal to the lease liability. The lease liability is measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate at date of lease commencement. Lease modifications are accounted for at the effective date of the lease modification.

6.    ACCOUNTING ESTIMATES AND JUDGEMENTS

Preparation of financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

There are no significant accounting estimates or judgements that affect reported amounts of assets, liabilities, income and expenses in this period.

7.    FINANCIAL RISK MANAGEMENT

The Group has exposure to the liquidity risk, foreign currency risk and capital risks from its use of financial instruments. Credit, interest rate and market risks are not considered to be material to the Group. The Group is not subject to any externally imposed capital requirements.

The Group's financial instruments consist mainly of cash and accounts receivable and payable.

a. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The Group's financial liabilities comprise trade payables, amounts due to the parent company and accruals.

The Group's financial assets comprise cash and cash equivalents, trade and other receivables.

The Group has sufficient cash to meet their liabilities as they fall due.

b. Foreign currency risk

In 2020, the board decided to convert 80% of the U.S. Dollars in Singapore's OCBC Bank to British pounds and transfer them to HSBC bank account in the UK. There was no foreign currency payment during the period. Financial risks of variations in foreign currency exchange rates have been significantly reduced as a result.

c. Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit allowances are made for estimated losses that are anticipated to be incurred by the reporting date.

8.    CAPITAL MANAGEMENT

The Group actively manages the capital available to fund the Group, comprising equity and reserves. The Group's objectives when maintaining capital is to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders.

9.    SEGMENT REPORTING

IFRS 8 defines operating segments as those activities of an entity about which separate financial information is available and which are evaluated by the Board of Directors to assess performance and determine the allocation of resources. The Board of Directors are of the opinion that under IFRS 8 the Group has only one operating segment. The Board of Directors assess the performance of the operating segment using financial information which is measured and presented in a manner consistent with that in the Financial Statements. Segmental reporting will be reviewed and considered in light of the development of the Group's business over the next reporting period.

10.  OPERATING LOSS

The operating loss is stated after charging:

11.  STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS

12.  TAXATION

The Company is incorporated in the Cayman Islands, and its activities are subject to taxation at a rate of 0%.

The Company's wholly owned subsidiaries, Starcest Education PLC and Starcest Education Management (UK) Ltd are incorporated in England and Wales, and its activities are subject to taxation at a rate of 19%. For the period to 30 June 2021 the entities have made a taxable loss. No deferred tax asset has been recognised.

13.  EARNINGS PER SHARE

The Company presents basic and diluted earnings per ordinary share information for its ordinary shares. Basic earnings per share is calculated by dividing the loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the reporting period.

There is no difference between the basic and diluted loss per share.

14.  CASH AND CASH EQUIVALENTS

Cash at bank earns interest at floating rates based on daily bank deposit rates. 

15.  TRADE AND OTHER RECEIVABLES

16.  TRADE AND OTHER PAYABLES

All payables are financial liabilities measured at amortised cost.

Amounts due to the parent company are unsecured, interest free and repayable on demand.

17.  SHARE CAPITAL

18.  ULTIMATE CONTROLLING PARTY

The Company's immediate parent company is Starcrest Education Management Company Ltd. The Company's ultimate parent company is Fubao Group Holdings Ltd. The ultimate controlling party is Mr Peng Luo, who is also a director of the Company.

19.  RESERVES

The following describes the nature and purpose of each reserve within equity:

20.  RELATED PARTY TRANSACTIONS

As at 30 June 2021, an amount of £209,538 (unaudited) (31 December 2020 (audited): £209,455) was owed to Starcrest Education Management Company Ltd. This amount mainly arose from business expenses paid on behalf of the Group by the parent company.