Last checked at 29 Nov 2022 13:39
INTERIM REPORT 2022
Chairman's Statement
Dear Fellow Shareholders
The Company announced the proposed acquisition of Guinevere Capital Esports & Entertainment on 11 October 2021, a transaction which would constitute a Reverse Takeover under the Listing Rules. The Company had hoped to complete this transaction during 2022 but market conditions have prevented this. It remains the intention of the Directors to conclude the acquisition and they continue to work with the Company's advisers to achieve this.
The results for the six months ended 31 August 2022 showed a loss before tax of £243,000 (six months ended 31 August 2021: £136,000 loss; year ended 28 February 2022: £543,000 loss).
No dividend has been declared.
Dr L Sobolewski
Chairman
29 November 2022
Update on Capital Structure
The Board of Highway Capital Plc ("HWC" or "Company") announces the following update on its share capital and convertible loans.
Shares in issue
There are currently 11,490,201 ordinary shares of 2p each.
Convertible Loan Notes - Current Financial Year
In the 6 month period to 31 August 2022, the Company completed a placing of £12,000 Convertible Loan Notes for working capital purposes. The notes have a term of 5 years and are convertible into new shares in the Company.
The Convertible Loan Note issued 13 April 2022 for the amount of £12,000 to an unconnected investor has a conversion price of 10p per new ordinary share and 5% interest per annum.
Key Risks and Uncertainties
Foreign currencies: The company deals in a variety of foreign currencies: Continual review of foreign currency movements to ensure company undertakes transactions in the most financially beneficial currency and ensuring the company is not overly exposed in one currency.
Brexit: Changing legislative environment between post Brexit UK and EU may place additional regularity burdens on the company which make it more difficult to operate with EU based companies to investments with Europe: Reviewing strategies to monitor and address the Brexit negotiations and outcomes.
Covid-19: The Pandemic may impact the Company's ability to execute an acquisition. However, the Directors will review, on an ongoing basis, the options for the Company, including raising additional funds.
War in Ukraine and cost of living crisis: These factors may impact the Company's ability to execute an acquisition. However, the Directors will review, on an ongoing basis, the options for the Company, including raising additional funds.
Statement of comprehensive income |
Notes | 6 months ended 31 August 2022 (unaudited) £'000 | 6 months ended 31 August 2021 (unaudited) £'000 | Year ended 28 February 2022 (audited) £'000 |
Management fees |
| - | - | - |
Administrative expenses |
| (243) | (136) | (543) |
Operating loss | 2 | (243) | (136) | (543) |
Interest receivable |
| - | - | - |
Amounts written back/(off) investments and loans |
|
- |
- |
- |
Profit/(loss) on ordinary activities before taxation |
| (243) | (136) | (543) |
Tax on profit or loss on ordinary activities |
| - | - | - |
Profit/(loss) for financial period and total comprehensive income |
| (243) | (136) | (543) |
|
|
|
| |
Basic profit/(loss) per share | 3 | (2.11)p | (1.19)p | (4.73)p |
Diluted profit/(loss) per share | 3 | (2.11)p | (1.19)p | (4.73)p |
Basic profit/(loss) per share from continuing operations |
3 |
(2.11)p |
(1.19)p |
(4.73)p |
Diluted profit/(loss) per share from continuing operations |
3 |
(2.11)p |
(1.19)p |
(4.73)p |
Statement of financial position |
Notes | 31 August 2022 (unaudited) £'000 | 31 August 2021 (unaudited) £'000 | 28 February 2022 (audited) £'000 |
Fixed assets | - | - | - | |
Investments | - | - | - | |
Current assets |
|
|
| |
Debtors | 7 | 28 | 27 | |
Cash at bank and in hand | 1 | 157 | 5 | |
8 | 185 | 32 | ||
Creditors: amounts falling due within one year | 5 |
(1,920) |
(781) |
(1,701) |
Net current assets/(liabilities) | (1,912) | (596) | (1,669) | |
Total assets less current liabilities |
(1,912) |
(596) |
(1,669) | |
Creditors: amounts falling due after more than one year | 6 |
- |
(666) |
- |
|
|
| ||
Net assets/(liabilities) | (1,912) | (1,262) | (1,669) | |
Capital and reserves |
|
|
| |
Share capital | 7 | 230 | 230 | 230 |
Share premium |
| 475 | 475 | 475 |
Profit and loss account |
| (2,617) | (1,967) | (2,374) |
Total equity shareholders' funds/(deficit) |
| (1,912) | (1,262) | (1,669) |
Statement of changes in equity |
| 6 months ended 31 August 2022 (unaudited) £'000 | 6 months ended 31 August 2021 (unaudited) £'000 | Year ended 28 February 2022 (audited) £'000 | |||||
Profit/(loss) attributable to ordinary shareholders |
|
(243) |
(136) |
(543) |
| ||||
Issue of new ordinary shares less costs |
| - | - | - |
| ||||
Net increase/(decrease) in shareholders' funds |
|
(243) |
(136) |
(543) |
| ||||
Opening Shareholders' funds/(deficit) |
| (1,669) | (1,126) | (1,126) |
| ||||
Closing Shareholders' funds/(deficit) |
| (1,912) | (1,262) | (1,669) |
| ||||
Statement of cash flows | 6 months ended 31 August 2022 (unaudited) £'000 | 6 months ended 31 August 2021 (unaudited) £'000 | Year ended 28 February 2022 (audited) £'000 | ||||
Cash flows from operating activities Profit/(loss) for the period |
|
|
(243) |
|
(136) |
|
(543) |
Adjustments for: |
|
|
|
|
|
|
|
Interest receivable |
|
| - |
| - |
| - |
Amounts written back on investments and loans |
|
|
- |
|
- |
|
- |
Amounts written off investments and loans |
|
|
- |
|
- |
|
- |
Changes in: |
|
|
|
|
|
|
|
Trade and other debtors |
|
| 20 |
| (11) |
| (10) |
Trade and other creditors |
|
| 205 |
| 62 |
| 238 |
Net cash from operating activities |
|
| (18) |
| (85) |
| (315) |
Cash flows from investing activities |
|
|
|
|
|
|
|
Interest received |
|
| - |
| - |
| - |
Net cash used in investing activities |
|
| - |
| - |
| - |
Cash flows from financing activities |
|
|
|
|
|
|
|
Issue of new equity (net of costs) |
|
| - |
| - |
| - |
Proceeds from loans to company |
|
| 12 |
| 200 |
| 278 |
Repayment and conversion of loans to company |
|
| - |
| - |
| - |
Net cash from financing activities |
|
| 12 |
| 200 |
| 278 |
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
| (6) |
| 115 |
| (37) |
Cash and cash equivalents at beginning of period |
|
| - |
| 37 |
| 37 |
Cash and cash equivalents at end of period |
|
| (6) |
| 152 |
| - |
Notes to the Interim Report
1. Basis of preparation of the interim report
The condensed set of financial statements for the six months ended 31 August 2022 has been prepared on a basis consistent with the financial statements for the year ended 28 February 2022.
The condensed set of financial statements for the six months ended 31 August 2022 has not been audited or reviewed by the auditors pursuant to the Auditing Practices Board guidance on Review of Interim Financial Information.
The comparative financial information for the year ended 28 February 2022 has been extracted from the audited financial statements, on which the auditors issued an unqualified audit report, and which have been delivered to the Registrar of Companies.
The financial information contained in the interim statement does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
There are no acquired or discontinued operations in the relevant financial periods.
There are no recognized gains or losses other than the profit or loss for the relevant financial periods.
Highway Capital plc is a stand-alone company and does not prepare consolidated accounts. It has therefore continued to prepare its accounts in accordance with UK rather than international accounting standards.
2. Operating loss
This is stated after charging: |
|
|
| |
|
| 6 months ended 31 August 2022 (unaudited) £'000 | 6 months ended 31 August 2021 (unaudited) £'000 | Year ended 28 February 2022 (audited) £'000 |
Directors' remuneration |
|
|
| |
- salaries and fees | 48 | 48 | 96 | |
Auditors' remuneration |
|
|
| |
- audit services | 8 | 10 | 15 | |
- other services | - | - | 97 | |
3. Profit/(loss) per share
The profit/(loss) per ordinary share calculation has been based on the loss attributable to ordinary shareholders of £243,000 (August 2021: loss £136,000; February 2022: loss £543,000), divided by 11,490,201 (August 2021: 11,490,201; February 2022: 11,490,201) being the weighted average number of ordinary shares in issue during the period. There is no difference between the basic and the diluted loss per ordinary share, as any adjustment would be anti-dilutive.
There are no discontinued operations in the periods and, therefore the basic and the diluted profit/(loss) per ordinary share from continuing operations are the same as the basic and the diluted profit/(loss) per ordinary share.
4. 2022 interim dividend
No interim dividend has been declared.
5. Creditors: falling due within one year
Creditors falling due within one year include £1,011,000 of convertible loan notes.
The loan note holders have all confirmed that they wish to convert their loans to equity when the company completes a suitable acquisition.
These loans are unsecured, convertible at the holder's request into new ordinary shares in the company at a price of 5 or 10 pence per share; in the event that the loans are not repaid or converted prior to their maturity date then they will attract accrued interest at a rate of 5% or 12% per annum.
6. Creditors: falling due after more than one year
There are no Creditors falling due after more than one year as at 31 August 2022.
7. Share capital
|
| 31 August 2022 (unaudited) | 31 August 2021 (unaudited) | 28 February 2022 (audited) |
| Ordinary shares of 2p each |
|
|
| |
Allotted, called-up, fully paid |
|
|
| |
Number of shares | 11,490,201 | 11,490,201 | 11,490,201 | |
Nominal value | £229,804 | £229,804 | £229,804 | |
8. Related party transactions
As at the balance sheet date, there are loans to the company of £31,000 from B Patnaik, a director of the company, and £255,000 from N Mayster, a director and shareholder of the company. The terms of the loans are interest at 5% and this is considered reasonable.
No other related party transactions were undertaken as such that are required to be disclosed under FRS 102.
9. Responsibility statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared in accordance with FRS 104 Interim Financial Reporting issued by the Financial Reporting Council;
(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 their impact on the financial statements 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 party transactions and changes therein).
By order of the Board
Dr L Sobolewski M Szytko
Chairman Non-Executive Director
10. Publication
Copies of this statement will be available on the company's website at www.highwaycapital.co.uk.