FANDANGO HOLDINGS PLC
Interim Management Report
Half yearly report for the period ended 31 August 2024
To the members of Fandango Holdings plc
Chairman's Report
Fandango Holdings PLC ("the Company") is an investment company incorporated on 25 August 2016, with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector.
On 22 June 2023 Fandango Holdings plc announced that it had executed non-binding Heads of Terms ('HoT') to acquire European Battery Metals Pty Ltd ('the Acquisition') ("EBM").
The Company has prepared a prospectus in relation to the Acquisition, which is currently being reviewed by the United Kingdom Listing Authority, part of the Financial Conduct Authority for approval and progress is being made with respect of that. The company has been hampered slightly in terms of timing due to different year and period ends of the target company which has meant that we have to prepare a further set of EBM accounts, which was not expected, and these will be subject to review by the Reporting Accountants, Haysmacintyre who will update their report to reflect the latest set of accounts from EBM and these interim accounts for Fandango.
Following approval by the UKLA the company will make an application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.
The Acquisition is subject, inter alia, to the completion of due diligence, documentation, and compliance with all regulatory requirements, including the Listing and Prospectus Rules and as required, the Takeover Code. The Acquisition, if it proceeds, will constitute a Reverse Takeover ('RTO") under the Listing Rules since, inter alia, in substance it will result in a fundamental change in our business and the directors and it's financing by new investors and shareholders.
As the Acquisition will constitute a Reverse Takeover under the Listing Rules, the Company's ordinary shares shall remain suspended pending the publication of a prospectus and the application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.
Results for the period
For the period from 1 March 2024 to 31 August 2024, the Company's results include, inter alia, the ongoing running costs of the Company such as audit costs in addition to advisory costs, legal fees and reporting accountants' fees relating to the proposed RTO described above. These costs have increased in the period as the company approaches finalising the prospectus for the proposed RTO with FCA. The directors have not drawn fees during the period under review.
Long-term strategy and business objectives
The current strategy of the Company is to complete the proposed RTO of EBM as swiftly as possible and within the timescale indicated above. The directors would like to thank the directors of EBM and the incoming investors for their continued patience during this RTO process the directors are aiming to conclude as soon as practicable.
Risks and uncertainties
The Company has only a brief operating history, and therefore, investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating one or more companies or businesses.
Going Concern
As stated in Note 1 to the condensed 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 condensed financial statements.
Post Balance Sheet Events
There are no post balance sheet events to report.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting'
(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year; and
(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.
Charles Tatnall
Chairman
27 November 2024
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
| |
Notes | 6 months ended 31 August 2024 GBP ('000) (unaudited) | | 6 months ended 31 August 2023 GBP ('000) (unaudited | | 12 months ended 29 February 2024 GBP ('000) (audited) |
|
Continuing operations | | | | | | |
| Administrative expenses | | (136) | | (109) | | (724) |
| Listing costs | | (41) | | - | | (37) |
| Finance cost | | (1) | | (1) | | (15) |
| | | | | | | |
|
| | | | | | |
| Loss before tax | | (178) | | (110) | | (776) |
|
| | | | | | |
| Taxation | | - | | - | | - |
| | | | | | | |
| (Loss) / profit for the period |
| (178) |
| (110) |
| (776) |
| | |
| |
| |
|
| | | | | | | |
| Basic (loss) / earnings per share (pence) | 2 | (0.08p) | | (0.08p) | | (0.58p) |
| | | | | | | |
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
| | Notes | As at 31 August 2024 GBP ('000) (unaudited) | As at 31 August 2023 GBP ('000) (unaudited) | As at 29 February 2024 GBP ('000) (audited) |
| Assets | | | | |
| Current assets | | | | |
| Trade and other receivables | | 58 | 214 | 28 |
| Cash and cash equivalents | | - | 350 | - |
|
|
| ─────── | ─────── | ─────── |
| Total Assets | | 58 | 564 | 28 |
| | | ═══════ | ═══════ | ═══════ |
| | | | | |
| Equity and Liabilities |
|
|
|
|
| Share capital | 3 | 134 | 134 | 134 |
| Share premium | | 579 | 579 | 579 |
| Convertible Loan Note Reserve | | 686 | - | 686 |
| Retained earnings | | (2,200) | (1,356) | (2,022) |
| | | ─────── | ─────── | ─────── |
| Total Equity | | (801) | (643) | (623) |
|
| | | | |
| Current Liabilities | | | | |
| Trade and other payables | | 839 | 1,181 | 629 |
| | | | | |
| Creditors due after more than one year | | | | |
| Other payables | | 20 | 26 | 22 |
| | | | | |
| | | ─────── | ─────── | ─────── |
| Total Liabilities | | 859 | 1,207 | 651 |
|
| | ─────── | ─────── | ─────── |
| Total Equity and Liabilities | | 58 | 564 | 28 |
|
| | ═══════ | ═══════ | ═══════ |
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
| | Share Capital
GBP ('000) | Share premium
GBP ('000) | Convertible Loan Note Equity Reserve GBP ('000) | Retained earnings
GBP ('000) | Total Equity
GBP ('000) |
|
| | | | | |
| Equity at 28 February 2023 | 134 | 579 | | (1,246) | (533) |
|
| | | | | |
| Profit for the Period | - | - | | (110) | (110) |
| | ────── | ────── | | ────── | ────── |
| Equity at 31 August 2023 | 134 | 579 | | (1,356) | (643) |
| | | | | | |
| Loss for the Period | - | - | | (666) | (666) |
| | | | | | |
| Equity Component of Convertible Loan Note issued | | | 686 | | 686 |
| | ────── | ────── | ────── | ────── | ────── |
| Equity at 29 February 2024 | 134 | 579 | 686 | (2,022) | (623) |
| | | | | | |
| Loss for the Period | - | - | - | (178) | (178) |
| | | | | | |
|
| ────── | ────── | ────── | ────── | ────── |
| Equity at 31 August 2024 | 134 | 579 | 686 | (2,200) | (801) |
| | ══════ | ══════ | ══════ | ═══════ | ══════ |
FANDANGO HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
| | 6 months ended 31 August 2024 GBP ('000) (unaudited) | 6 months ended 31 August 2023 GBP ('000) (unaudited) | 12 months ended 29 February 2024 GBP ('000) (audited) |
| | | | |
| Cash flows from operating activities |
|
|
|
| Operating (loss) / profit | (178) | (109) | (776) |
| Provision against related party balances | - | - | 301 |
| Interest payable | 1 | 1 | 15 |
| Decrease/(increase) in receivables | (30) | - | 386 |
| Increase/(decrease) in payables | 209 | 114 | (89) |
|
| ─────── | ─────── | ─────── |
| Net cash flows from operating activities | 2 | 6 | (163) |
| | | | |
| Cash flows from investing activities |
|
|
|
| Amounts (advanced to) / repaid by related parties | - | - | (180) |
|
| ─────── | ─────── | ─────── |
| Net cash flows from investing activities | - | - | (343) |
|
| | |
|
| Cash flows from financing activities | | |
|
| Loan repaid | (2) | (6) | (7) |
| Loan received | | 350 | 350 |
|
| ─────── | ─────── | ─────── |
| Net cash flows from financing activities | (2) | 344 | 343 |
|
| | |
|
|
| ─────── | ─────── | ─────── |
| Net increase / (decrease) in cash and cash equivalents
| - | 350 | - |
| Cash and cash equivalents at the beginning of the period | - | - | - |
|
| ─────── | ─────── | ─────── |
| Cash and cash equivalents at the end of the period | - | 350 | - |
|
| ═══════ | ═══════ | ═══════ |
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Fandango Holdings Plc ('the company') is an investment company incorporated in the United Kingdom. The address of the registered office is 27-28 Eastcastle Street London W1E 8DN. 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 10 May 2017.
Basis of preparation
This interim condensed report was approved and authorised to issue by the Board of directors on 27 November 2024
The financial information in this interim report has been prepared in accordance with the International Financial Reporting Standards. IFRS comprises standards issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective for the first time in this period that would be expected to have a material impact on the company.
The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.
The Directors are of the opinion that the financial information should be prepared on a going concern basis, in the light of the Company's financial resources.
These condensed interim financial statements for the six months ended 31 August 2024 and 31 August 2023 are unaudited and do not constitute full accounts. The comparative figures for the period ended 29 February 2024 are extracted from the 2024 audited financial statements. The independent auditor's report on the 2024 financial statements was not qualified.
No taxation charge has arisen for the period and the Directors have not declared an interim dividend.
Copies of the August 2024 interim report can be found on the Company's website at www.fandangoholdingsplc.com.
Going concern
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 condensed financial statements.
2. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.
The calculation of basic and diluted earnings per share is based on the following figures:
| | Period ended 31 August 2024 GBP (unaudited) | Period ended 31 August 2023 GBP (unaudited) | Period ended 29 February 2024 GBP (audited)
|
| (Loss) / profit for the period | (177,562) | (109,785) | (776,380) |
| | | | |
| Weighted average number of shares - basic
| 134,002,000 | 134,002,000 | 134,002,000 |
| Weighted average number of shares - diluted
| 134,002,000 | 134,002,000 | 134,002,000 |
| | ─────── | ─────── | ─────── |
| Basic and diluted earnings per share (pence) | (0.13p) | (0.08p) | (0.58p) |
| | ─────── | ─────── | ─────── |
3. Share Capital
| | | As at 31 August 2023 GBP ('000) (unaudited) | As at 28 February 2022 GBP ('000) (unaudited) | As at 28 February 2023 GBP ('000) (audited)
|
| 134,002,000 Ordinary shares of £0.001 each | | 134 | 134 | 134 |
| | | ─────── | ─────── | ─────── |
4. Reports
A copy of this announcement will be mailed to shareholders and copies will be available for members of the public at the Company's Registered Office 27-28 Eastcastle Street London W1E 8DN
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