BERM.L Regulatory News (BERM)

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Bermele plc

("Bermele" or the "Company")

Unaudited interim results for the six months ended 31 July 2020

Bermele plc announces its unaudited interim results for the six months ended 31 July 2020. A pdf version of these results will be available for download from the Document Center on the Company's website (www.bermele.com).

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

Enquiries:

BERMELE PLC

Interim Management Report

For the Period 1 February 2020 to 31 July 2020

Overview

This has been an exciting 6 months for the Company, which, on 20 July 2020 announced it had signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd (the "Reverse Takeover"). The trading in the Company's shares and its Listing on the London Stock Exchange is currently suspended, until such time as the Reverse Takeover is completed or has been terminated.

The Company incurred a loss for the period ended 31 July 2020 of £210,818. The loss for the period results from the on-going administrative expenses of £210,818 reflecting the payroll, cost of being listed and the pursuit and expenses relating to the Reverse Takeover.

The Board continues to prudently manage its cash resources and has minimised ongoing operating costs in light of the Reverse Takeover.

Cash Flow and Net Debt

The company's cash balance as at 31 July 2020 was £233,738 and it had no debt as at 31 July 2020. In November 2020, the Company raised £100,000 through a Convertible Loan.

Dividends

The directors have not declared an interim dividend for the six months ended 31 July 2020.

Current Trading and Outlook

The Company is in the process of acquiring the entire issued share capital of East Imperial Pte. Ltd. The acquisition and balance of associated costs will be payable through the issuance of new ordinary shares. The transaction with East Imperial is progressing well and the directors believe the outlook is positive.

Risk and uncertainties

The economic environment has changed materially during the six month period following the onset of the global COVID-19 pandemic. The rapid development and fluidity of the COVID-19 virus make it difficult to predict its financial impact, but it may impact the Company's ability to raise further capital.

Completion of the Reverse Takeover will require further funding from new or existing shareholders.

Statement of directors' responsibilities in respect of the interim results

The Directors; being Toby Hayward; Derek Ward; Dr Sue Thompson and Anthony Reeves (all Non-Executive) confirm that the set of interim financial statements has been prepared in accordance with international Accounting Standard 34 "interim financial reporting", as adopted by the European Union and that interim report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely an indication of important events that have occurred during the first six months the financial year; and material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

BERMELE PLC

Condensed Statement of Comprehensive Income (Unaudited)

For the Period 1 February 2020 to 31 July 2020

BERMELE PLC

Condensed Statement of Financial Position (Unaudited)

As at 31 July 2020

BERMELE PLC

Condensed Statement of Changes in Equity (Unaudited)

For the Period 1 February 2020 to 31 July 2020

BERMELE PLC

Condensed Statement of Cash Flow Forecast (Unaudited)

For the Period 1 February 2020 to 31 July 2020

BERMELE PLC

Notes to the Condensed Interim Financial Statements

For the Period 1 February 2020 to 31 July 2020

1. Accounting Policies

1.1. Basis of Preparation of Interim Financial Statements

The condensed financial statements have been prepared in accordance with IAS 34 "Half Year Financial Reporting" as adopted by the European Union and the Disclosure and Transparency Rules of the Financial Conduct Authority. These condensed financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006, do not include all the notes of the type normally included in an annual financial report and have not been audited or reviewed by the auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information. Accordingly, this report should be read in conjunction with the annual report for the year ended 31 December 2019 (the "Annual Financial Statements"), which has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). The Annual Financial Statements constitute statutory accounts as defined in section 434 of the Companies Act 2006 and a copy these statutory accounts has been delivered to the Registrar of Companies. The auditor's report on those statutory accounts was unqualified, drew attention to a material uncertainty in relation to going concern by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The accounting policies adopted in the preparation of the condensed financial statements are consistent with those used to prepare the financial statements for the year ended 31 December 2019 and those applicable for the year ended 31 December 2020. The preparation of the condensed financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed financial statements, the significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Annual Financial Statements described above. The condensed financial statements have been prepared on a going concern basis, under the historical cost convention.

2. Going Concern

The Company had cash of £223,738 as at 31 July 2020 and ongoing operational costs of circa £200,000 per annum. On this basis, the Board considers the company to have sufficient resources to remain in operational existence for the foreseeable future, however, completion of the Reverse Takeover will require further funding from new or existing shareholders.  

3. Loss per share - basic and diluted  

The loss per share has been calculated using the loss for the period after tax attribution to the equity holders of the company, by the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the period, as follows:

4. Cash and cash equivalents

All bank balances are denominated in pounds sterling. The Directors consider that the carrying value of cash and cash equivalents represents their fair value.

BERMELE PLC

Notes to the Condensed Interim Financial Statements

For the Period 1 February 2020 to 31 July 2020

5. Debtors

The Company entered into an agreement in July 2020 to subscribe for 250,000 Secured Convertible Loan Notes 2020 of £1 each with East Imperial (the "Loan Notes"). Under the terms of the Loan Notes, Bermele has the right to convert the Loan Notes into shares in East Imperial at a 40% discount to the price of a change of control event, such as the proposed Acquisition.

In the event that the Acquisition does not proceed, the Loan Notes are repayable at Bermele's election after 12 months, with an accrued interest rate of 5% per annum. The Loan Notes are secured against the assets of East Imperial. 

6. Creditors: Amounts Falling Due Within One Year

7. Share Capital

8. Interim Statement

This interim financial statement will be available on the Company's investor relations website at www.bermele.com