Last checked at 27 Sep 2017 12:04
Boston International Holdings plc
("BIH" or "the Company")
27 September 2017
HALF YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2017
Boston International Holdings plc, formed in October 2015, which operates as a special purpose acquisitions company (SPAC) to undertake one or more acquisitions of target companies or businesses in the FX sector, announces its unaudited half year report for the six months ended 30 June 2017.
Chairman's Statement
I have pleasure in presenting the interim results of Boston International Holdings Plc for the six months ended 30 June 2017.
During the period the Company continued in its search for suitable acquisitions in the FX sector. The loss in the period was £127,000, being the administrative expenses incurred.
The Company issued an additional 1,000,000 ordinary shares of 1p at a price of 5 pence per share on 2 May 2017, with trading in the shares commencing on 11 May 2017.
Following the period end, the Company announced on 22 August 2017 its intention to enter into a non-binding letter of intent in respect of the proposed acquisition of Cornhill FX Holdings Limited ("CFXH"). Consequently the shares were suspended in accordance with Listing Rule 5.6. The Company has commenced the due diligence process on CFHX and the Board looks forward to providing further updates in due course.
Principal Risks and Uncertainties
The Company is subject to a number of risk factors. The Directors have identified the following key risks in the second six months of this financial year. Other risk factors not presently known or currently deemed immaterial may also apply.
· The Company has announced a proposed transaction which if it completes would constitute a reverse takeover under the Listing Rules and shares in the Company have been suspended from trading until the issue of a prospectus or termination of discussions. Significant cash resources will be spent in pursuit of the completing the transaction and should the proposed transaction not be completed the Company will have significantly less cash than it has now.
· Should the proposed transaction abort before the end of the period, the Board will have to assess the future viability and direction of the Company.
· The Company is dependent on its directors, in particular the Chairman, to manage the Company and lead the proposed transaction. If the Company were to lose the services of the Chairman, it could have a material adverse effect on the Company and its ability to complete the proposed transaction.
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).
The Directors confirm that the interim financial statements have been prepared in accordance with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the Interim Report includes a fair review of:
· important events that have occurred during the first six months of the year;
· the impact of those events on the financial statements;
· a description of the principal risks and uncertainties for the remaining six months of the financial year;
· details of any related party transactions that have materially affected the Company's financial position or performance in the six months ended 30 June 2017; and
· any changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year.
Borden James
Chairman
For further information please contact:
Yellow Jersey PR Limited (Financial PR)
Charles Goodwin / Joe Burgess Tel: +44 20 3735 8825
Cornhill Capital Limited (Broker)
Nick Bealer +44 20 3700 2500
Boston International Holdings plc
Borden James +44 20 3735 8825
Boston International Holdings plc
Condensed Statement of Comprehensive Income
|
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| Note |
| Six months 30 June 2017 Unaudited |
| Six months 30 June 2016 Unaudited |
|
|
| £'000 |
| £'000 |
Revenue |
|
| - |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
| (128) |
| (33) |
|
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|
|
|
Operating loss |
|
| (128) |
| (33) |
|
|
|
|
|
|
Finance income |
|
| 1 |
| - |
|
|
|
|
|
|
Loss on ordinary activities before taxation |
|
| (127) |
| (33) |
|
|
|
|
|
|
Income tax expense |
|
| - |
| - |
Loss after taxation |
|
| (127) |
| (33) |
|
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|
|
|
|
Other comprehensive income |
|
|
| ||
Items that will or may be reclassified to profit or loss: | - |
| - | ||
Exchange differences arising on translation of foreign operation | - |
| - | ||
Total comprehensive income attributable to owners of the parent | (127) |
| (33) | ||
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|
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|
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Earnings per share (EPS): |
|
|
|
|
|
Basic and diluted (pence) | 4 |
| (0.43) |
| (0.64) |
Boston International Holdings plc
Condensed Statement of Financial Position
As at 30 June 2017
|
|
| As at 30 June |
| As at 31 December |
|
|
| 2017 Unaudited |
| 2016 Audited |
| Note |
| £'000 |
| £'000 |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
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|
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Other receivables, deposit and prepayment |
|
| 35 |
| 11 |
Cash and bank balances |
|
| 1,119 |
| 1,211 |
|
|
| 1,154 |
| 1,222 |
|
|
|
|
|
|
Total Assets |
|
| 1,154 |
| 1,222 |
|
|
|
|
|
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Current liabilities |
|
|
|
|
|
Other payables and accruals |
|
| (45) |
| (31) |
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|
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Total liabilities |
|
| (45) |
| (31) |
|
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|
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Net Assets |
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| 1,109 |
| 1,191 |
|
|
|
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|
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Equity |
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|
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Share capital | 5 |
| 306 |
| 296 |
Share premium |
|
| 1,113 |
| 1,078 |
Reserves |
|
| (310) |
| (183) |
|
|
| 1,109 |
| 1,191 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity and Liabilities |
|
| 1,109 |
| 1,191 |
Boston International Holdings plc
Condensed Statement of Changes in Equity
For the six month period ended 30 June 2017 (Unaudited)
|
| Share capital | Sharepremium |
Retained profits | Total equity |
|
| £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
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Issue of shares |
| 66 | 164 | - | 230 |
Loss for the period |
| - | - | (33) | (33) |
|
|
|
|
|
|
Balance at 30 June 2016 |
| 66 | 164 | (33) | 197 |
|
|
|
|
|
|
Issue of shares |
| 230 | 920 | - | 1,150 |
Cost of share issue |
| - | (6) | - | (6) |
Loss for the period |
| - | - | (150) | (150) |
|
|
|
|
|
|
Balance at 31 December 2016 |
| 296 | 1,078 | (183) | 1,191 |
|
|
|
|
|
|
Issue of shares |
| 10 | 40 | - | 50 |
Cost of share issue |
| - | (5) | - | (5) |
Loss for the period |
| - | - | (127) | (127) |
|
|
|
|
|
|
Balance at 30 June 2017 |
| 306 | 1,113 | (310) | 1,109 |
|
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|
|
Boston International Holdings plc
Condensed Statements of Cash Flows
For the six month period ended 30 June 2017
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|
|
|
|
|
|
| Six months 30 June |
| Six months 30 June |
|
|
| 2017 Unaudited |
| 2016 Unaudited |
|
|
| £'000 |
| £'000 |
|
|
|
|
|
|
Cash flow from operating activities |
|
|
|
|
|
Loss before taxation |
|
| (127) |
| (33) |
|
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|
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Adjustment for: |
|
|
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|
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Interest income |
|
| (1) |
| - |
Operating cash flows before movements in working capital |
|
| (128) |
| (33) |
|
|
|
|
|
|
Increase in trade and other receivables |
|
| (24) |
| (11) |
Increase in trade and other payables |
|
| 14 |
| 6 |
Cash generated from operating activities |
|
| (10) |
| (5) |
|
|
|
|
|
|
Net cash generated from operating activities |
|
| (138) |
| (38) |
|
|
|
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|
|
Cash flows from investing activities |
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|
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|
|
Interest received |
|
| 1 |
| - |
Net cash generated from investing activities |
|
| 1 |
| - |
|
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|
|
|
|
Cash flows from/(for) financing activities |
|
|
|
|
|
Proceeds from issue of share capital |
|
| 50 |
| 230 |
Share issue costs |
|
| (5) |
| - |
Net cash generated from financing activities |
|
| 45 |
| 230 |
|
|
|
|
|
|
Net (decrease)/increase in cash & cash equivalents |
|
| (92) |
| 192 |
Cash and equivalent at beginning of the period |
|
| 1,211 |
| - |
Cash and equivalent at end of the period |
|
| 1,119 |
| 192 |
Boston International Holdings plc
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION AND PRINCIPAL ACTIVITIES
The Company is incorporated in the United Kingdom as a public limited company with company number 09876705. The registered office of the Company is 12 Times Court, Retreat Road, Richmond, Surrey TW19 1AF.
This financial information is for the Company only as there are no subsidiary undertakings.
The principal place of business of the Company is in the United Kingdom.
The interim financial statements are presented in the nearest thousands of Pound Sterling (£'000), which is the presentation currency of the company.
2. BASIS OF PREPARATION
The interim financial statements for the six months ended 30 June 2017 have been prepared in accordance with IAS 34, Interim Financial Reporting.
The principal accounting policies used in preparing the interim results are the same as those applied in the Company's Financial Statements as at and for the period ended 31 December 2016.
A copy of the audited financial statements for the period ended 31 December 2016, which was prepared under IFRS, is available on the Company's website.
The interim report for the six months ended 30 June 2017 was approved by the Directors on 26th September 2017.
Boston International Holdings plc
3. EARNINGS PER SHARE
During the period, the Company issued 1,000,000shares at 5 pence per share. The earnings per share information is as follows:
| 30 June 2017 |
| 30 June 2016 |
|
|
|
|
(Loss) after taxation (Pound £) | (127,489) |
| (33,044) |
Weighted average number of ordinary shares | 29,898,726 |
| 5,177,912 |
Basic earnings per share (pence) | (0.43) |
| (0.64) |
|
|
|
|
The diluted earnings per share was not applicable as there were no dilutive potential ordinary shares outstanding at the end of the reporting period.
4. Share Capital
| Number of shares |
|
£'000 |
|
Issued: |
|
|
|
|
As at 1 January 2017 | 29,620,948 |
| 296 |
|
Issue of shares on 11 May 2017
| 1,000,000 |
| 10 |
|
Less: Issuance costs | - |
| - |
|
|
|
|
|
|
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|
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As at 30 June 2017 | 30,628,948 |
| 306 |
|
|
|
|
|
|
5. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management received no compensation in the period.
During the period the Company did not enter into any material transactions with related parties. As at the balance sheet date the amounts due to the directors was £nil.
6. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the operations of the company.
Boston International Holdings plc
7. EVENTS AFTER THE REPORTING DATE
The Company announced on 22nd August 2017 that it intends to enter into a non-binding letter of intent with Cornhill FX Holdings Limited ("the Target"), a private limited company incorporated in England and Wales, in connection with the potential purchase of the entire issued share capital of that company. The proposed transaction is in accordance with the Company's stated strategy to acquire companies in the FX sector and is, inter alia, conditional on the completion of legal and financial due diligence on the Target.
If completed, the transaction would constitute a reverse takeover under the Listing Rules. As the Company is currently unable to provide full disclosure under Listing Rule 5.6 in relation to the Target, it requested from the UKLA a suspension of its listing with immediate effect from the date of the announcement. Listing of the Company's ordinary shares will remain suspended until such time as a prospectus is published in relation to the proposed acquisition or the Company announces that the discussions have been terminated. No binding agreement has been reached and, accordingly, the directors of BIH cannot guarantee that the proposed transaction will complete or provide any indication of a likely completion date.
- ENDS -