30 June 2022

Starcrest Education Limited

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

Final Results

Starcrest Education Limited (LSE: OBOR), the international developer and operator of education services in Europe, is pleased to announce its audited final results for the year ended 31 December 2021.

Highlights

·    Cash balance of £42,427 as at 31 December 2021

·    Loss before tax of £1,391,381 for the year ended 31 December 2021

·    Post period end, on 23 March 2022, the Company announced that it had signed an agreement with Fairview International School (UK) Limited, for an advance of up to £1 million ("Advance Agreement"). As part of the terms of the Advance Agreement, Starcrest and Fairview have also agreed to acquire an interest in several Fairview IB World Schools (together the "Proposed Acquisition") subject to negotiation on the specific details.

Jeff Zhang, Executive Director of Starcrest, commented:

"We are pleased to announce Starcrest's final results for the year ended 31 December 2021.

"In line with our strategic focus on education opportunities within the UK and Europe, we have continued, throughout the period, to seek acquisition targets that fit our search criteria and offer attractive growth potential and shareholder returns.

"During the period, with uncertainties as a result of the COVID-19 pandemic a major contributory factor, the Company announced its decision to no longer proceed 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").

"Upon the cancellation of the intention to acquire LSST, we announced the Company's intention to acquire up to 80% of the issued share capital of National Training Company Limited ("NTC"). While the acquisition of NTC was considered by the Board to be an excellent opportunity for the Company, due to market conditions, the Company was not able to proceed with the reverse takeover.

"Post-period, we are pleased to announce that the Company has signed an agreement with Fairview International School (UK) Limited ("FIS UK") for an advance of up to £1 million. In addition to the advance, as part of the terms of the Advance Agreement, Starcrest and Fairview have also agreed to acquire an interest in several Fairview IB World Schools (together the "Proposed Acquisition") subject to negotiation on the specific details.

"We believe that the opportunity fits with the Company's strategy and provides an opportunity for long-term growth and returns to shareholders. The Board continues to work hard to facilitate the deal and will update the market with developments.

"The Board is confident that the Company is sufficiently funded and has the appropriate strategy to grow the Company.

"We would like to take this opportunity to thank the Company's shareholders for their continued support and all employees for their hard work.

"We look forward to providing further updates to the market in due course."

- 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.

Strategic Report

Introduction

I am pleased to report the final results for the year ended 31 December 2021.

Strategy and Transactions

Upon the Company's admission to trading on 31 January 2019, Starcrest initially had a strategic focus on opportunities in the Chinese education sector, as well as 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 now intends to provide premier education services and products in the UK and Europe.  In September 2021, the Company's shareholders approved its intention to change its name from "Starcrest Education The Belt & Road Limited" to "Starcrest Education Limited" to better reflect our new strategic focus.

In line with the Group's strategy, we have been proactively seeking relevant acquisition opportunities that fit with Starcrest's search criteria and that offer attractive growth potential.

In August 2021, with uncertainties as a result of the COVID-19 pandemic a major contributory factor, the Company announced its decision to no longer proceed 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 first announced on 18 September 2019.

At the same time, Starcrest announced its intention to acquire up to 80% of the issued share capital of National Training Company Limited ("NTC"). Subsequently, in December 2021, the Company announced the cancellation of its intended acquisition of NTC. The Directors considered NTC to be an excellent opportunity for the Company, however, due to market conditions, the Company was not able to proceed with the reverse takeover. 

Post period end, on 23 March 2022, the Company announced that it had signed an agreement with Fairview International School (UK) Limited, for an advance of up to £1 million ("Advance Agreement"). As part of the terms of the Advance Agreement, Starcrest and Fairview have also agreed to acquire an interest in several Fairview IB World Schools (together the "Proposed Acquisition") subject to negotiation on the specific details.

Fairview is the largest network of IB World Schools with 5 campuses across Malaysia and Scotland being the latest addition to the network. Fairview has been in education for over 4 decades and was recognised as among the Top 1% Global IB Schools for excellence in its academic achievement for the last 2 years.

Results and Trading

As of 31 December 2021, the Group had cash balances of £42,427. Loss before tax for the year ended 31 December 2021 was £1,391,381.  

The majority of the losses reported in the year, representing approximately £0.95m, is attributed to professional fees and associated costs relating to the reverse takeover project in 2021 and funds incurred in legal and financial due diligence.

Working Capital and Going Concern

As at 31 May 2022, funds held at our banks equated to £65,479. The agreement with Fairview has provided an advance of up to £1 million of which the Company has drawn £200,000.

The Board has reviewed its cash flows for the next 12 months on two scenarios, having taken into account current overheads and projected costs associated with the due diligence on the Proposed Acquisition. Further details of the scenarios can be found in Note 4 to the financial statements. 

Having considered the cash flow forecast scenarios, the Directors have identified circumstances that give rise to material uncertainties that may cast significant doubt on the ability of the Company and Group to continue as a going concern. Further details can be found in Note 4 to the financial statements.

Annual General Meeting

We anticipate our Annual General Meeting will be held in August 2022. The Company will notify shareholders of our proposed date and venue when the Annual Accounts are circulated. 

Summary and Outlook

Throughout the period, the Company remained proactively seeking acquisition targets that fit its search criteria and offer attractive growth potential and returns to shareholders.

Post period end, following their appointments to the Board in April 2022, we are also pleased to announce that Lim Hun Soon @ David Lim and Jasbeer Singh A/L Banta Singh have been appointed as interim Co-Chairmen of the Company.  Lim Hun Soon @ David Lim and Jasbeer Singh A/L Banta Singh bring extensive relevant financial and legal expertise across a broad range of businesses at this transformational time in the Company's development.

We would like to take this opportunity to thank the Company's shareholders for their continued support and all employees for their hard work.

The Directors look forward to updating the market with our progress as and when possible.

Xiao Jun Zhang

Executive Director

30 June 2022

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year ended 31 December 2021

These financial statements were approved by the Board of Directors for issue on 30 June 2022 and signed on behalf by:

Xiao Jun Zhang

Executive Director

30 June 2022

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2020

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2021

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2021

1.            GENERAL INFORMATION

Starcrest Education 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 Company has officially changed the name to Starcrest Education Ltd on 30 September 2021, the RNS was released on 5 October 2021.

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 PRONOUNCEMENTS 

(a)      New interpretations and revised standards effective for the year ended 31 December 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's had no lease contract in the last financial year. 

(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 Directors do not believe these standards and interpretations will have a material impact on the financial statements once adopted.

4.            BASIS OF PREPARATION

The consolidated financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and prepared under the historic cost convention.

The consolidated financial statements include the audited financial statements for the Company for the year ended 31 December 2021 and its subsidiary companies (See Note 15).

The Group's functional currency is USD as cash raised by shareholders was in 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 financial information in Pounds Sterling (£) rounded to nearest £1, which is the Company's presentation currency, as the Company is listed in the UK.

Going Concern

On 11 March 2022, the Company signed a loan agreement with Fairview International School (UK) Limited (Fairview) for an advance of up to £1,000,000. The loan is made available in tranches, with £200,000 received to date and further tranches totalling £800,000 to be made available for expenses incurred by the Group. The loan is repayable on the earlier of the successful completion of the reverse takeover of the Company by Fairview and the acquisition of certain Fairview IB World Schools (the Proposed Acquisition) or 12 months from the date of the loan agreement. The agreement contains a call option over up to 75% of the share capital of the Company which can be exercised at any time.

In order assess the going concern position of the Company and Group, the Directors have prepared forecasts and projections for a period of at least 12 months from the date of these financial statements under two scenarios. The first scenario is that the Proposed Acquisition of Fairview, as announced on 23 March 2022, completes in December 2022. The expectation is that, under this scenario, sufficient additional capital will be received by the Company from new shareholders enabling repayment of the Fairview loan. Having considered the financial position of the businesses subject to the Proposed Acquisition, the Directors' expectation is that the enlarged Group will be cash generative from the date of the acquisition such that it is expected to be able to continue as a going concern. In connection with the Proposed Acquisition, discussions with the Fairview and professional advisors to support the transaction are progressing well and the Directors expect to be able to agree terms with all parties. The Group needs to agree extended payment terms with its creditors and is reliant on its immediate parent not requesting repayment of the amounts owed to it by the Company as disclosed in Note 21, in order that it is able to complete the Proposed Acquisition.

The second scenario is that the Proposed Acquisition does not take place before 30 June 2023. Under this scenario, in addition to the need to extend payment terms with creditors and avoid repayment of the amounts due to the immediate parent company as described above, the Directors intend to amend and extend the loan arrangement with Fairview and to obtain additional working capital from Fairview in order that the Group and Company can continue to meet their obligations as they fall due for a period of at least one year from the date of these financial statements. The Directors envisage such a scenario would only arise in the event that there was an unexpected delay in the timing of the Proposed Acquisition.

The existence of the circumstances above gives rise to material uncertainties that may cast significant doubt on the ability of the Group and Company to continue as a going concern, and therefore that it may not be able to realise its assets and discharge its liabilities in the ordinary course of business. However, the Directors are confident in their ability to execute the Proposed Acquisition, to raise sufficient capital from new shareholders, to agree extended payment terms with their creditors and, if necessary, obtain alternative sources of funds as described above. The Directors have received a letter of support from the immediate parent company stating that it will not seek repayment of the amounts owed by the Company prior to completing the Proposed Acquisition.

On the basis of the above, Directors have a reasonable expectation that the Company and Group will have sufficient resources to meet their obligations as they fall due. Accordingly, these financial statements have been prepared on a going concern basis.

5.            SIGNIFICANT ACCOUNTING POLICIES

5.1         Foreign currency translation

Transactions in currencies other than the entity'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 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 31 December 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.

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.

Financial assets

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

Other than the assessment of going concern as described in Note 4, 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 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 external imposed capital requirements.

The Group's financial instruments consist mainly of cash and accounts 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 amounts due to the parent company and accruals. The Group's financial assets comprise cash and cash equivalents.

b) Foreign currency risk

The impact of exchange rate fluctuations that are recognised through other comprehensive income are those that arise on translation from functional to presentation currency. The carrying amounts of the balances and transactions denominated in a currency other than the Group's presentation currency are as follows:

A ten percent strengthening of GBP (£) against the following currencies at 31 December would have (decreased)/increased reported equity and other comprehensive income by the following amounts:

A ten percent weakening of GBP (£) against the following currencies at 31 December would have (decreased)/increased reported equity and other comprehensive income by the following amounts:

The impact of the exchange rate fluctuations that are recognised through profit or loss are those that arise on translation to functional currency. The carrying amounts of the balances and transactions denominated in a currency other than the entity's functional currency (United States Dollar) are as follows:

A ten percent strengthening of USD ($) against the following currencies at 31 December would have (decreased)/increased reported equity and profit or loss by the following amounts:

A ten percent weakening of USD ($) against the following currencies at 31 December would have (decreased)/increased reported equity and profit or loss by the following amounts:

c)  Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Credit allowances are made for estimated losses that have been 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

Administrative expenses incurred in the year principally include amounts incurred in connection with the Proposed Transaction, being legal and professional fees, together with directors and staff costs as shown in Note 11.

11.          STAFF COSTS AND KEY MANAGEMENT EMOLUMENTS

12.          AUDITORS' REMUNERATION

13.          TAXATION

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

14.          EARNINGS PER SHARE

The Company presents basic and diluted earnings per 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.

The loss per share for the period has been calculated using the weighted average number of shares in issue during the year.

15.          SUBSIDIARIES

All subsidiaries which have been included in these consolidated financial statements, are as follows:

16.          CASH AND CASH EQUIVALENTS

17.          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. 

18.          SHARE CAPITAL

19.          SHARE PREMIUM

The transaction costs of £111,177 incurred in the year ended 31 December 2019 and £291,222 incurred in the year ended 31 December 2018 have been deducted from equity.

The opening and closing balance of Share premium of £3,454,364 has been recognised.

20.          RESERVES

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

21.          RELATED PARTY TRANSACTIONS

As at 31 December 2021, an amount of £216,729 (31 December 2020: £209,455) was owed to Starcrest Education Management Company Ltd. This amount mainly arose from business expenses paid on behalf of the Company by the parent company.

The remuneration of the Directors, the key management personnel of the Company, is set out in Note 11.

22.          ULTIMATE CONTROLLING PARTY

The immediate parent company is Starcrest Education Management Company Ltd. The ultimate parent company is Shenzhen Xing Chen Investment Holdings Limited.  The ultimate controlling party is Mr Peng Luo, who is also a director of the Company.