SEMP.PL Regulatory News (SEMP.PL)

· Loss before tax of £0.25m (H1 2022: £0.46m).

· Cash at bank as of 31 July 2023 £0.16m (H1 2022: £0.63m).

· No active operating business during the period.

· Raised £100,000 before expenses through a subscription for an aggregate of 100m new ordinary shares.

· Investment of £250,000 made in convertible loan notes of £1 each in GL Membership Limited.

· Continuing due diligence on GL Membership Limited as the Company explores the opportunity to acquire the entire issued share capital of GL Membership Limited by way of a reverse takeover transaction.

Keith Harris, Chairman, said: "We are excited at the potential acquisition of GL Membership Limited, a business that is undergoing rapid expansion and growth in the subscription model space. Our initial view is there is considerable upside potential in this early-stage investment and we will make further announcements in due course when our due diligence has concluded."

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Overview

The Company has no active operating business and has significantly reduced its overheads to a minimum in order to conserve its cash position.

On 22 March 2023 Jassem Osseiran stepped down as a director of the Company. The Board would like to thank Jassem for his hard work during his time with the Company.

During April 2023 the Company raised £100,000 before expenses through a subscription for an aggregate of 100,000,000 new ordinary shares of 0.01 pence par value each at a price of 0.1 pence per share.

On 16 May 2023 the Company agreed to subscribe for £250,000 of Convertible Loan Notes of £1 each in GL Membership Limited (trading as Good Life+ "Good Life+").

The Convertible Loan Notes have been secured against the assets of Good Life+ and the funding will assist Good Life's rapid expansion and growth in the subscription model space. 

Outlook

Max Deeley

Finance Director

31 October 2023

INCOME STATEMENT AND STATEMENT OF COMPRENSIVE INCOME

STATEMENT OF FINANCIAL POSITION

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CASH FLOWS

The accounting policies and notes form an integral part of these financial statements.

NOTES TO THE FINANCIAL INFORMATION

For the six months ended 31 July 2023

1. Basis of preparation

The interim financial information has been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs), as adopted by the UK.

The accounts have been prepared in accordance with accounting policies that are consistent with the Annual Report and Accounts for the year ended 31 January 2023.

The unaudited results for the six months ended 31 July 2023 do not constitute statutory accounts for that period under 435 of the Companies Act 2006 and have not been reviewed by the Company's auditor

. Statutory accounts for the year ended 31 January 2023 have been delivered to the Registrar of Companies.

The auditors' report on the accounts for 31 January 2023 was unqualified but was modified to include a material uncertainty related to going concern. It did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

2. Changes in significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the financial statements as at and for the year ended 31 January 2023.

3. Operating expenses by nature

4. Earnings per share

The basic earnings per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue.

The loss attributable to equity holders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. The weighted average number of shares excludes shares held by an Employee Benefit Trust and has been adjusted for the issue/purchase of shares during the period.

5. Investments

In the period, the Company made an investment of £250,000 in convertible loan notes ("CLNs") of £1 each in GL Membership Limited (trading as "Good Life+").

The CLN has been secured against the assets of Good Life+.

6. Share capital

On 28 April 2023, the Company raised £100,000 before expenses through a subscription for an aggregate of 100,000,000 new ordinary shares of 0.01 pence par value at a price of 0.1 pence per share.

The issued share capital as at 31 July 2023 was 515,499,800 of 0.01 pence each ordinary shares (31 July 2022: 415,499,800; 31 January 2023: 415,499,800) and 35,000 of £1.00 each redeemable deferred shares (31 July 2022: 35,000; 31 January 2023: 35,000).

The ordinary shares have full voting, dividend and capital distribution (including on winding up) rights.

The redeemable deferred shares hold no voting rights or rights to receive dividends.

In March 2022 an Employee Benefit Trust established by the Company acquired 41,000,000 Ordinary Shares and 12,587 Redeemable Preference Shares. This has been included as part of Other Reserves within equity.

7. Share based payments

On 26 April 2021, the Company granted options over 12,464,994 ordinary shares at an exercise price of £0.031 and a vesting period of 2 to 4 years. One of the directors left the company on 6 December 2021, resulting in 8,309,996 options lapsing, with one of the other directors leaving on 22 March 2023 resulting in the remaining 4,154,998 options lapsing. At 31 July 2023, there are no options outstanding.

The charge for share based payments in the six months ended 31 July 2023 was £nil (31 July 2022: £1,250; 31 January 2022: £2,521).

58,000,000 warrants were outstanding at 31 July 2023 (31 January 2023: 58,000,000; 31 July 2022: 58,000,000) with a weighted average exercise price of £0.007 per share and a weighted average remaining life of 2.38 years.