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29 May 2019 07:00
29 May 2019
Summerway Capital Plc
("Summerway" or the "Company")
Interim Report for the six months ended 28 February 2019
London, 29 May 2019 - Summerway Capital plc announces its unaudited condensed interim results for the six months ended 28 February 2019.
Over the period, Summerway generated a loss after taxation of £0.115 million, reflecting operating expenses and one-off costs relating to the initial fund-raising. As at 28 February 2019, Summerway held £5.688 million cash.
Alexander Anton, Summerway's Chairman, commented: "Against the backdrop of Brexit, we continue to pursue our investment strategy since admission to trading on AIM on 19th October 2018. We have identified a number of potential acquisition opportunities which we hope to progress in the year ahead. We look forward to updating shareholders further in due course."
The Interim Report is also available on the Company's website at www.summerwaycapital.co.uk
Enquiries:
Summerway Capital | |
Mark Farmiloe | 020 7440 7520 |
N+1 Singer (Nominated Adviser and Broker) | |
Sandy Fraser / Lauren Kettle | 020 7496 3000 |
LEI Code: 213800YXCATORT475807
CHAIRMAN'S STATEMENT
I am pleased to present to shareholders the Interim Condensed Consolidated Financial Statements of Summerway Capital plc (the "Company") for the six months ended 28 February 2019.
Strategy
The Company's investment strategy remains the same as outlined in its Admission Document dated 16 October 2018.
Results and Developments in the Period
The Company was incorporated on 31 August 2018. The Group's loss after taxation for the six months to 28 February 2019 was £114,766, which comprised £74,670 of administrative expenses, £40,096 one-off costs relating to the initial fund-raising and interest received of £3,280. At the period end, the Company held a cash balance of £5,687,979.
On listing in October 2018, Summerway successfully raised £5.8million (after expenses).
Outlook
Against the backdrop of Brexit, we continue to pursue our investment strategy since admission to trading on AIM on 19th October 2018. We have identified a number of potential acquisition opportunities which we hope to progress in the year ahead. We look forward to updating shareholders further in due course.
Alexander Anton
Chairman
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended | ||
28 February 2019 | ||
Note | Unaudited | |
£ | ||
Administrative expenses | 3 | (118,046) |
Operating loss | (118,046) | |
Finance income | 3,280 | |
Finance income | 3,280 | |
Loss before income tax | (114,766) | |
Income tax | - | |
Net loss for the period | (114,766) | |
Total other comprehensive income | - | |
Total comprehensive loss | (114,766) | |
Attributable to: | ||
Owners of the Company | (114,766) | |
Loss per ordinary share | ||
Basic loss per share attributable to ordinary equity holders of the Company | 4 | (2.55)p |
The Company's activities derive from continuing operations.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at | ||
28 February | ||
2019 | ||
Note | Unaudited | |
£ | ||
Assets | ||
Current assets | ||
Cash and cash equivalents | 5,687,979 | |
Other receivables | 6 | 71,178 |
Total current assets | 5,759,157 | |
Total assets | 5,759,157 | |
Current liabilities | ||
Trade and other payables | 7 | 40,037 |
Total liabilities | 40,037 | |
Net Assets | 5,719,120 | |
Capital and reserves attributable to equity holders of the parent | ||
Share capital | 8 | 61,300 |
Share premium reserve | 9 | 5,711,086 |
Capital redemption reserve | 9 | 49,500 |
Accumulated losses | 9 | (114,766) |
Equity attributable to the equity holders of the parent | 5,707,120 | |
Non-controlling interest | 9 | 12,000 |
Total equity | 5,719,120 | |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share | Capital | Non- | |||||||
Share | Deferred | Premium | Redemption | Accumulated | controlling | Total | |||
Notes | capital | Shares | reserve | reserve | losses | Subtotal | interest | equity | |
£ | £ | £ | £ | £ | £ | £ | |||
Balance as at 31 August 2018 (unaudited) | 50,000 | - | - | - | - | 50,000 | - | 50,000 | |
Shares split | (49,500) | 49,500 | - | - | - | - | - | - | |
Cancellation of deferred shares | - | (49,500) | - | 49,500 | - | - | - | - | |
Issue of shares | 60,800 | - | 6,019,200 | - | - | 6,080,000 | - | 6,080,000 | |
Share issue costs | - | - | (308,114) | - | - | (308,114) | - | (308,114) | |
Non-controlling interest | - | - | - | - | - | - | 12,000 | 12,000 | |
Loss for the period | - | - | - | - | (114,766) | (114,766) | - | (114,766) | |
Balance as at 28 February 2019 (unaudited) | 61,300 | - | 5,711,086 | 49,500 | (114,766) | 5,707,120 | 12,000 | 5,719,120 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended | ||
28 February 2019 | ||
Note | Unaudited | |
£ | ||
Cash flows from operating activities | ||
Operating loss | (118,046) | |
Adjustments to reconcile loss before income tax to operating cash flows: | ||
Increase in other receivables | 6 | (9,178) |
Increase in trade and other payables | 7 | 40,037 |
Bank interest received | 3,280 | |
Net cash used in operating activities | (83,907) | |
Cash flows from financing activities | ||
Proceeds from issue of share capital | 6,080,000 | |
Share issue costs | (308,114) | |
Net cash generated from financing activities | 5,771,886 | |
Net increase in cash and cash equivalents | 5,687,979 | |
Cash and cash equivalents at beginning of the period | - | |
Cash and cash equivalents at the end of the period | 5,687,979 | |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Summerway Capital plc is an investing company (for the purposes of the AIM Rules for Companies) and is incorporated in England and Wales and domiciled in the United Kingdom (company number: 11545912). It is a public limited company and the address of the registered office is Fleetworks, 26 Farringdon Street, London EC4A 4AB. The Company is the parent company of Summerway Subco Limited (company number: 11565845). The activity of the Company is the acquisition and subsequent development of businesses which are either headquartered in the UK, or that have substantial operations in the UK. The Company is principally focused on opportunities in the wider household and consumer goods sector, including retail and consumer brands, particularly where there is an opportunity to introduce operational and performance improvements, including new technologies and associated operating and value leverage.
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 28 February 2019 have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and with the recognition and measurement principles of International Financial Reporting Standards ("IFRS") as adopted by the EU that are expected to be applicable to the financial statements for the year ended 31 August 2019 and on the basis of the accounting policies to be used in those financial statements. The Interim Condensed Consolidated Financial Statements do not include all the information required for full annual financial statements and accordingly, whilst the Interim Condensed Consolidated Financial Statements have been prepared in accordance with the recognition and measurement principles of IFRS, it cannot be construed as being in full compliance with IFRS.
These Interim Condensed Consolidated Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.
The Company was incorporated on 31 August 2018 and therefore there are no comparative figures.
(b) New standards and amendments to International Financial Reporting Standards
Standards, amendments and interpretation effective and adopted by the Group:
IFRS 9 'Financial Instruments' amends the classification and measurement models for financial assets and adds new requirements to address the impairment of financial assets. It also introduces a new hedge accounting model to more closely align hedge accounting with risk management strategy and objectives. The standard requires companies to make an election on whether gains and losses on equity instruments measured at fair value should be recognised in the Statement of Comprehensive Income or other comprehensive income, with no recycling. IFRS 9 has been adopted by the Group but has had no material effect on the Group's results.
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.
Standard | Effective date (period commencing) | |
IFRS 16 | Leases | 1 January 2019 |
IFRIC 23 | Uncertainty over Income Tax Treatments | 1 January 2019 |
IFRS 17 | Insurance Contracts | 1 January 2021 |
3. EXPENSES BY NATURE
Six months ended 28 February 2019 |
| |||||
£ |
| |||||
Group expenses by nature |
| |||||
One-off costs related to the listing | 40,096 |
| ||||
| ||||||
Staff related costs | 22,500 |
| ||||
Office costs | 17,604 |
| ||||
NOMAD, registrar and Stock Exchange costs | 17,552 |
| ||||
Audit and accountancy costs | 14,770 |
| ||||
Other expenses | 5,524 |
| ||||
118,046 |
| |||||
4. LOSS PER ORDINARY SHARE
Basic loss 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.
Six months ended 28 February 2019 | ||||
Loss attributable to the owners of the Company | £ (114,766) | |||
Weighted average number of ordinary shares in issue | 4,508,667 | |||
Basic loss per share | (2.55) p | |||
5. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:
Subsidiary |
Nature of business
|
Country of incorporation
| Proportion of A ordinary shares held by Company
| Proportion of B ordinary shares held by Company
| |
Summerway Subco Limited | Incentive vehicle | England and Wales | 100% | 0% | |
The address of the registered office of Summerway Subco Limited (the "Subsidiary") is Fleetworks, 26 Farringdon Street, London EC4A 4AB.
6. OTHER RECEIVABLES
All receivables are current. There is no material difference between the book value and the fair value of receivables.
As at 28 February 2019 | ||||
£ | ||||
Amounts falling due within one year | ||||
Prepayments | 6,330 | |||
Other receivables | 64,848 | |||
71,178 |
7. TRADE AND OTHER PAYABLES
There is no material difference between the book value and the fair value of the trade and other payables.
As at 28 February 2019 | ||||
£ | ||||
Trade payables | 15,711 | |||
Accruals | 21,490 | |||
Other tax and national insurance payable | 2,836 | |||
40,037 |
8. SHARE CAPITAL
As at 28 February 2019 | ||||
£ | ||||
Issued | ||||
6,130,000 ordinary shares of 1p each | 61,300 | |||
61,300 |
9. RESERVES
The following describes the nature and purpose of each reserve within shareholders' equity:
Share premium reserve
A statutory, non-distributable reserve which represents the premium paid for new shares above their nominal value.
Capital redemption reserve
A statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a Company's own shares
Retained deficit
Cumulative net gains and losses recognised in the Statement of Comprehensive Income.
Other reserves
Other reserves comprise 999,999 B Shares of £0.01 in the Subsidiary issued to the Executive Directors of the Company on 17 September 2018 at a price of £0.012 per share (the "B Shares").
10. 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.
Under the terms of their respective service agreements, the Executive Directors are each paid a salary of £1,000 per calendar month, in each case payable monthly in arrears. The Non-Executive Director is paid a monthly fee of £1,500 per calendar month.
The Directors and their connected persons hold a total of 1,650,000 ordinary shares in the Company, representing 26.9 per cent of the enlarged share capital following admission.
On 17 September 2018 the Executive Directors subscribed for, in aggregate, 999,999 B Shares in the subsidiary, Summerway Subco Limited pursuant to the Subsidiary Incentive Scheme.
11. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 28 February 2019 that require disclosure or adjustment in these interim financial statements.
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