SHH.L Regulatory News (SHH)

19 September 2019

LEI number: 213800AU26HH5KXBS796

Safe Harbour Holdings plc

("Safe Harbour" or the "Company")

Interim Report for the six months ended 30 June 2019

London, 19 September 2019 - Safe Harbour Holdings plc announces its interim results for the six months ended 30 June 2019.

Safe Harbour aims to become a global leader in B2B distribution and/or business services, through a well-executed buy-and-build strategy. Safe Harbour intends to initially acquire a controlling stake in a platform asset of scale, which operates in a sector demonstrating a large addressable market opportunity, a steady growth outlook, and a high level of fragmentation allowing the deployment of a meaningful buy-and-build strategy to capitalise on economies of scale. As a team, we intend to draw upon our managerial and operational experience in consolidation and integration to drive business transformation to achieve attractive, long-term compounding returns for our shareholders.

Over the period, Safe Harbour generated a loss after taxation of £1.2 million, reflecting operating expenses and diligence costs incurred in the continued pursuit of its investment strategy. As at 30 June 2019, Safe Harbour held £25.6 million in cash.

Rodrigo Mascarenhas, Safe Harbour's Chief Executive Officer, commented: "During the period we reviewed, and continue to engage with, a number of potentially attractive assets. We are assessing a wide universe of assets across a number of sectors that we believe are commercially attractive. We remain committed to securing a compelling platform asset for Safe Harbour which meets our investment criteria and disciplined approach to valuation".

The Interim Report is also available on the Company's website at www.safeharbourplc.com

Enquiries:

Cenkos Securities plc (Nominated Adviser and Joint Broker)

Tel: +44(0)207 397 8900

Stephen Keys

Harry Hargreaves

Tulchan Communications (PR Adviser)

Tel: +44 20 7353 4200

Tom Murray

Suniti Chauhan

Matt Low

Amber Ahluwalia

Safe Harbour Holdings plc

Unaudited Interim Condensed Consolidated

For the six months ended 30 June 2019

SAFE HARBOUR HOLDINGS PLC

Company number 123821

CHAIRMAN'S STATEMENT AND STRATEGIC REPORT

I am pleased to present to shareholders the Interim Condensed Consolidated Financial Statements of Safe Harbour Holdings plc (the "Company") for the six months ended 30 June 2019, consolidating the results of Safe Harbour Holdings plc, Safe Harbour Holdings UK Limited and Safe Harbour Holdings Jersey Limited (collectively, the "Group" or "Safe Harbour").

Strategy

Safe Harbour aims to become a global leader in B2B distribution and/or business services, through a well-executed buy-and-build strategy. As a team, we intend to draw upon our managerial and operational experience in consolidation and integration to drive business transformation to achieve attractive, long-term compounding returns for our shareholders.

Safe Harbour initially intends to acquire a controlling stake in a platform asset of scale, which operates in a sector demonstrating a large addressable market opportunity, a steady growth outlook, and a high level of fragmentation allowing the deployment of a meaningful buy-and-build strategy to capitalise on economies of scale. It is likely that this platform asset will have operations in the UK, Europe, or North America. We seek businesses that demonstrate stable operating performance and high cash flow conversion, and benefit from competitive barriers to entry. Safe Harbour's strategy remains to prioritise assets outside competitive auction processes and situations where the Directors believe Safe Harbour has a distinct advantage in acquiring the assets at attractive valuations.

We believe that the publicly-listed nature of our vehicle offers us flexibility in structuring transactions and allows us to unlock opportunities that may not otherwise be available to typical financial sponsors.

Results and Developments in the Period

The Group's loss after taxation for the six months to 30 June 2019 was £1,152,704 (30 June 2018: £1,166,892). In the six months to 30 June 2019, the Group incurred £1,252,697 (30 June 2018: £1,194,680) of administrative expenses, received interest of £99,993 (30 June 2018: £27,788) and at the period end held a cash balance of £25,650,272 (31 December 2018: £26,904,510).

In June 2019, we strengthened our executive management team with the appointment of James Brotherton as Chief Financial Officer and Executive Director. James joined Safe Harbour in June 2019 from Tyman plc, where he held the role of Chief Financial Officer for eight years, successfully consolidating multiple acquisitions across various geographies and end markets. James also brings a wealth of experience in capital markets, having previously been a Director of Investment Banking at Citi. We are delighted to welcome James to the team.

Dividend Policy

The Company has not yet acquired a trading business and the Directors therefore consider it inappropriate to make a forecast of the likely level of any future dividends. The Directors intend to determine the Company's dividend policy following completion of the Company's first acquisition and, in any event, will only commence the payment of dividends when it becomes commercially prudent to do so. There are no arrangements in place under which future dividends are to be waived or agreed to be waived.

Risks

The Directors have carried out a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity. There have been no changes to the principal risks described in the Group's annual consolidated financial statements for the year ended 31 December 2018. The Directors are of the opinion that the risks are applicable to the six month period to 30 June 2019, as well as the remaining six months of the financial year. Further detail in relation to the risks faced by the Group can be found on pages 13-15 of the Group Annual Report and Financial Statements for the year ended 31 December 2018, which is available on the Company's website.

Outlook

The Group remains committed to its strategy as an acquisition vehicle and continued to evaluate multiple assets in the period. While the Group reviewed a number of attractive assets, we remain firmly committed to seeking an asset that meets our strict investment criteria. We remain active in pursuing targets across our broad global mandate and remain confident about acquiring an attractive platform business for our shareholders.

SAFE HARBOUR HOLDINGS PLC

Company number 123821

RESPONSIBILITY STATEMENT

Each of the Directors confirm that, to the best of their knowledge:

(a) these Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of Safe Harbour; and

(b) these Unaudited Interim Condensed Consolidated Financial Statements comply with the requirements of Rule 18 of the AIM Rules for Companies and Article 106 of the Companies (Jersey) Law 1991, as amended.

Neither the Company nor the Directors accept any liability to any person in relation to the interim financial report except to the extent that such liability could arise under applicable law.

Details on the Company's Board of Directors can be found on the Company website at www.safeharbourplc.com.

By order of the Board

Rodrigo Mascarenhas

Chief Executive Officer

18 September 2019

SAFE HARBOUR HOLDINGS PLC

Company number 123821

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The Group's activities derive from continuing operations.

The notes on pages 9 to 14 form an integral part of these condensed consolidated financial statements.

SAFE HARBOUR HOLDINGS PLC

Company number 123821

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The notes on pages 9 to 14 form an integral part of these condensed consolidated financial statements.

The financial statements were approved by the Board of Directors on 18 September 2019 and were signed on its behalf by:

SAFE HARBOUR HOLDINGS PLC

Company number 123821

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The notes on pages 9 to 14 form an integral part of these condensed consolidated financial statements.

SAFE HARBOUR HOLDINGS PLC

Company number 123821

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

The notes on pages 9 to 14 form an integral part of these condensed consolidated financial statements.

1 £9,363 (2018: £1,206) represents proceeds from issue of A1 and A3 Shares that are classified in trade & other payables in the Statement of Financial

Position and as proceeds from the issue of incentive shares in the Statement of Cash Flows.

SAFE HARBOUR HOLDINGS PLC

Company number 123821

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Safe Harbour Holdings plc (the ''Company'') is an investing company for the purposes of the AIM Rules for Companies ("AIM Rules"), is incorporated in Jersey and domiciled in the United Kingdom (company number: 123821). It is a public limited company and the address of the registered office is One Waverley Place, Union Street, St Helier, Jersey, JE1 1AX, with a UK establishment address of 11 Buckingham Street, London, WC2N 6DF. The Company is the parent company of Safe Harbour Holdings UK Limited (company number: 10348545) (''SHHUK'') and Safe Harbour Holdings Jersey Limited (company number: 121981) (''SHHJL''), (collectively, the ''Group''). The activity of the Company is the acquisition and subsequent development of assets engaged in business-to-business distribution and/or business services.

2. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES

(a) Basis of preparation

These Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2019 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union and the AIM Rules. The Interim Report does not include all the notes of the type normally included in an annual financial report. Accordingly, this Report is to be read in conjunction with the annual financial statements for the year ended 31 December 2018, which have been prepared in accordance with IFRS as adopted by the European Union.

These Interim Condensed Consolidated Financial Statements do not comprise statutory accounts within the meaning of Article 105 of the Companies (Jersey) Law 1991, as amended. Statutory accounts, which are available on the Company's website, www.safeharbourplc.com, for the year ended 31 December 2018, were approved by the Board of Directors on 11 June 2019 and delivered to the Registrar of Companies.

(b) Going concern

The Interim Condensed Consolidated Financial Statements have been prepared on a going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due within the next 12 months.

(c) New standards and amendments to International Financial Reporting Standards

Standards, amendments and interpretation effective and adopted by the Group:

The accounting policies adopted in the preparation of these Interim Consolidated Financial Statements are consistent with those followed in the preparation of the Group's audited consolidated financial statements for the year ended 31 December 2018, which were prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, updated to adopt those standards which became effective for periods starting on or before 1 January 2018.

Standards issued but not yet effective:

The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not expected that these standards will have a material impact on the Group.

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Condensed Consolidated Financial Statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

There are significant estimates and assumptions used in the valuation of the incentive shares. Management has considered, at the grant date, the probability of a successful first acquisition by the Company and the potential range of value for the incentive shares, based on the circumstances on the grant date. The fair value of the incentive shares and related share-based payments were calculated using a Monte Carlo valuation model.

For the period and at the period end, the Directors do not consider that they have made any other significant estimates, judgements or assumptions that would materially affect the balances and results reported in these financial statements.

4. SEGMENT INFORMATION

The Board of Directors is the Group's chief operating decision-maker. As the Group had not yet made an acquisition as at 30 June 2019, the Group is organised and operates as one segment.

5. EXPENSES BY NATURE

6. FINANCE INCOME

7. LOSS PER ORDINARY SHARE

Basic earnings per ordinary share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Incentive shares have not been included in the calculation of diluted earnings per share because they are anti-dilutive for the periods presented.

8. INVESTMENTS

Principal subsidiary undertakings of the Group

The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:

There are no restrictions on the Company's ability to access or use the assets and settle the liabilities of the Company's subsidiaries.

9. OTHER RECEIVABLES

All receivables are current. There is no material difference between the book value and the fair value of receivables.

10. TRADE AND OTHER PAYABLES

There is no material difference between the book value and the fair value of the trade and other payables.

11. STATED CAPITAL

All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at general meetings of the Company.

12. RESERVES

The following describes the nature and purpose of each reserve within shareholders' equity:

Share-based payment reserve

The share-based payment reserve is the cumulative amount recognised in relation to the equity settled share-based payment scheme.

Retained deficit

Cumulative net gains and losses recognised in the Consolidated Statement of Comprehensive Income.

13. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS

The Group has the following categories of financial instruments at the period end:

The fair value and book value of the financial assets and liabilities are equal.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates.

14. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.

Mark Brangstrup Watts and James Corsellis are managing partners of Marwyn Capital LLP which provides corporate finance advice and various office and finance support services to the Company. During the period Marwyn Capital LLP was paid a total of £375,074 (30 June 2018: £477,717) (net of VAT as applicable). Marwyn Capital LLP was owed an amount of £62,647 (30 June 2018: £nil) at the balance sheet date.

Mark Brangstrup Watts and James Corsellis are managing partners of Marwyn Investment Management LLP which incurred costs on behalf of the Group which it recharged. During the period Marwyn Investment Management LLP charged £10,930 (30 June 2018: £767) in respect of recharged costs and was owed £8,216 (30 June 2018: £nil) at the balance sheet date.

Mark Brangstrup Watts and James Corsellis are the ultimate beneficial owners of Marwyn Partners Limited which incurred costs on behalf of the Group which it recharged. During the period Marwyn Partners Limited charged £5,893 (30 June 2018: £4,738) in respect of recharged costs and was owed £1,549 (30 June 2018: £nil) at the balance sheet date.

Mark Brangstrup Watts and James Corsellis are the ultimate beneficial owners of Axio Capital Solutions Limited which provides company secretarial, administrative and accounting services to the Group. During the period Axio Capital Solutions Limited charged £157,614 (30 June 2018: £126,696) in respect of services supplied. Axio Capital Solutions Limited was owed an amount of £26,105 (30 June 2018: £25,000) at the balance sheet date.

15. COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 30 June 2019 that require disclosure or adjustment in these financial statements.

16. POST BALANCE SHEET EVENTS

There have been no material post balance sheet events that would require disclosure or adjustment to these financial statements.

SAFE HARBOUR HOLDINGS PLC

ADVISERS