TIDMSPC

RNS Number : 9604V

U.K. SPAC PLC

17 December 2021

17 December 2021

U.K. SPAC Plc

Ha lf-y e arly report to 30 September 2021

U.K. SPAC Plc ("the Company") announces its unaudited half-yearly report to 30 September 2021 ("the Period").

   --      Net loss before tax for the first half of the year was GBP261k (2020: GBP69k). 

-- The company disposed of its trading subsidiaries in the accounting period ended 31 March 2021 and therefore does not have any turnover for the period.

Peter Jay (Executive Chairman) said:

This half-yearly statement covers the period from 1 April 2021 to 30 September 2021 and follows the disposal of Mountfield Building Group Limited and Connaught Access Flooring Holdings Limited, which completed on 3 March 2021, and the Company becoming an AIM Rule 15 cash shell. You may recall that the decision to sell the divisions followed the major impact that they suffered during and following the pandemic lock-down in March 2021.

Although the Company did not trade during the period covered by this statement, the Directors of the Company were actively engaged in sourcing and appraising reverse takeover opportunities following the sales of its two trading divisions.

Following the sales, the Board was reconstituted with the resignations of Andy Collins and Graham Read and by the appointments of Brent Fitzpatrick and Simon Grant-Rennick, two persons with considerable experience of being members of boards of cash shells, to join me on the Board of the Company. Our job was twofold, to manage the affairs of the then non-trading Company and to source a business or asset that could, following a reverse take-over, provide shareholders with value and liquidity.

The sourcing I referred to above involved discussions with a number of entrepreneurs who were looking for a suitable cash shell to reverse their businesses into and also with Peterhouse Capital Limited who had been appointed as the Company's broker and who had raised over GBP3m for the Company in order to re-position it as a cash shell.

By the end of May 2021, the Directors had been introduced to, and were in extensive discussions with, a company whose business, although nascent, contained not only the assets and business model required to create a substantial operation but also an experienced management team. The Company, Hellenic Dynamics S.A., ("Hellenic") is company that has been set up in order to become a medical cannabis cultivation business. Based in Northern Greece and with the infrastructure required to undertake a substantial business operation in that sector, Hellenic aims to become a leading grower of medicinal cannabis in Europe within the next few years.

After further negotiation, a binding sale and purchase agreement ("Agreement"), subject to certain conditions including admission to the standard segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's main market for listed securities ("Standard Listing"), was entered into between the Company and Hellenic on 2 August 2021. The Agreement values the Company at a minimum of GBP11.76m for the purposes of the transaction and Hellenic at GBP45.2m. As a result of the Agreement, trading in the shares of the Company were suspended in accordance with the AIM Rules. A long stop date ("Long Stop Date") for completion of the sale and purchase and for admission to the Standard List ("Admission") of the Company's enlarged share capital of 31 October 2021 was agreed and the Company that day submitted a first draft of the prospectus in connection with Admission to the FCA along with an application in respect of a Standard Listing.

The Board of the Company and its advisers had expected the transaction to be completed and Admission to have occurred by 31 October 2021. I am able to tell you that the delays in completing the purchase (and the postponement of the Long Stop Date to 31 January 2022) did not result from any problems with the transaction or those raised by the FCA but from the fact that Hellenic's business will be undertaken in the German and Greek markets and this has substantially increased the due diligence requirements of the transaction and the Company has had to obtain opinions in various jurisdictions. In addition, as Hellenic will be one of the first medicinal cannabis cultivators to undertake a London listing, the FCA, understandably and appropriately, requires an extended period to consider and review such an application due to the nature of Hellenic's product and to review the Company's systems, procedures and controls and licenses.

As the Company and Hellenic said in the announcement that the former put out on 1 November 2021, they are both committed to completing the Agreement at the earliest possible date.

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

 
    U.K. SPAC Plc 
     P eter Jay, C hair man 
     Simon Grant-Rennick, Non-executive Director 
     Nigel Fitzpatrick, Non-executive Director                        +44 ( 0 )1 2 68 5 61 516 
 
  Cairn Financial Advisers LLP 
  Jo Turner/Sandy Jamieson                                            +44 ( 0 )20 72 13 0880 
   Peterhouse Capital Limited 
    Lucy Williams / Eran Zucker                                       +44 (0)20 7469 0930 
 

Condensed consolidated statement of comprehensive income

For the six months ended 30 September 2021

 
                                               6 months         6 months       15 months 
                                            to 30 September         to             to 
                                                 2021          30 September     31 March 
                                                                   2020           2021 
                                             (unaudited)       (unaudited)     (audited) 
                                    Note         GBP               GBP            GBP 
 Revenue                                                  -               -             - 
 Cost of sales                                            -               -             - 
                                          -----------------  --------------  ------------ 
 Gross profit                                             -               -             - 
 Administrative expenses                          (261,273)       (117,722)     (414,048) 
                                          -----------------  --------------  ------------ 
 Operating profit                                 (261,273)       (117,722)     (414,048) 
 Net finance costs                                        -               -       (2,132) 
                                          -----------------  --------------  ------------ 
 Profit before income tax                         (261,273)       (117,722)     (416,180) 
 Income tax expense                  3                    -               -             - 
                                          -----------------  --------------  ------------ 
 Loss from continuing operations                  (261,273)       (117,722)     (416,180) 
 Profit/(Loss) from discontinued 
  operations, net of tax             5                    -          48,406   (6,465,990) 
 
 Total comprehensive profit 
  for the period                                  (261,273)        (69,316)   (6,882,170) 
                                          =================  ==============  ============ 
 
 Earnings per share                    4 
 
 Continued operations: 
 Basic earnings per share                          (0.014)p        (0.046)p      (0.115)p 
 Diluted earnings per share                        (0.007)p        (0.046)p      (0.087)p 
                                          =================  ==============  ============ 
 
 Discontinued operations: 
 Basic earnings per share                                 -          0.019p      (1.792)p 
 Diluted earnings per share                               -          0.019p      (1.353)p 
                                          =================  ==============  ============ 
 
 
 

There are no recognised gains and losses other than those passing through the Statement of Comprehensive Income.

Condensed consolidated statement of financial position

As at 30 September 2021

 
                                         30 September   30 September    31 March 
                                             2021           2020 
                                          (Unaudited)    (Unaudited)       2021 
                                                                        (audited) 
                                  Note       GBP            GBP            GBP 
 ASSETS 
 Non-current assets 
 Investments                       6          166,510              -             - 
 Intangible assets                                  -      6,874,308             - 
 Property, plant and equipment                      -        112,280             - 
 Right-of-use assets                                -         87,833             - 
                                        -------------  -------------  ------------ 
                                              166,510      7,074,421             - 
                                        -------------  -------------  ------------ 
 Current assets 
 Inventories                                        -        145,355             - 
 Trade and other receivables                   61,264      2,780,768        35,617 
 Cash and cash equivalents                  2,456,832        290,578     2,858,775 
                                            2,518,096      3,216,701     2,894,392 
                                        -------------  -------------  ------------ 
 TOTAL ASSETS                               2,684,606     10,291,122     2,894,392 
                                        =============  =============  ============ 
 
 EQUITY AND LIABILITIES 
 Share capital and reserves 
 Issued share capital              7        4,122,400      2,524,426     4,122,400 
 Share premium                     7        2,816,208      1,490,682     2,816,208 
 Capital redemption reserve                     7,500          7,500         7,500 
 Merger reserve                                     -      4,051,967             - 
 Reverse acquisition reserve                        -    (2,856,756)             - 
 Retained earnings                        (4,329,493)      1,463,053   (4,180,798) 
                                        -------------  -------------  ------------ 
 TOTAL EQUITY                               2,616,615      6,680,872     2,765,310 
                                        -------------  -------------  ------------ 
 
 Current liabilities 
 Trade and other payables                      67,991      3,066,958       129,082 
 Short-term borrowings                              -        210,000             - 
 Lease liabilities                                  -         87,833             - 
 Current tax payable                                -        175,459             - 
                                        -------------  -------------  ------------ 
                                               67,991      3,540,250       129,082 
 Non-current liabilities 
 Loan notes                                         -         70,000             - 
 TOTAL LIABILITES                              67,991      3,610,250       129,082 
                                        -------------  -------------  ------------ 
 
 TOTAL EQUITY & LIABILITIES                 2,684,606     10,291,122     2,894,392 
                                        =============  =============  ============ 
 
 

Co ndens ed cons olidated s tat e m ent of changes in equity

Fo r the six m onths ended 30 September 2021

 
                 Sh ar e ca p       Sh ar e      Capital         R e v er     M e r ge r    R e t ai n ed   To t a l 
                    i t al          p re m i   redemption        se A c qu    rese r ve     ear n i ng s 
                                       um      reserve GBP       isi ti on 
                     GBP                                         rese r ve       GBP             GBP           GBP 
                                      GBP                           GBP 
B a la n c e 
 at 1 April 
 2020             2,524,426      1,490,682        7,500       (2,856,756)     4,051,967       1,532,369     6,750,188 
T o ta l c omp 
 r e h e nsi 
 ve i nc ome          -              -              -              -              -           (69,316)      (69,316) 
                -------------  -------------  -------------  -------------  --------------  -------------  ----------- 
B a la n c e 
 at 30 
 September 
 2020             2,524,426      1,490,682        7,500       (2,856,756)     4,051,967       1,463,053     6,680,872 
                -------------  -------------  -------------  -------------  --------------  -------------  ----------- 
B a la n c e 
 at 1 October 
 2020             2,524,426      1,490,682        7,500       (2,856,756)     4,051,967       1,463,053     6,680,872 
Issue of 
 shares during 
 the year         1,597,974      1,558,026          -              -              -               -         3,156,000 
Share issue 
 costs                -          (232,500)          -              -              -               -         (232,500) 
Transfer of 
 reserves             -              -              -          2,856,756     (4,051,967)      1,195,211         - 
Share based 
 payment 
 charge               -              -              -              -              -            22,516        22,516 
T o ta l c omp 
 r e h e nsi 
 ve income            -              -              -              -              -          (6,861,578)   (6,861,578) 
                -------------  -------------  -------------  -------------  --------------  -------------  ----------- 
B a la n c e 
 at 31 March 
 2021             4,122,400      2,816,208        7,500            -              -          (4,180,798)    2,765,310 
                -------------  -------------  -------------  -------------  --------------  -------------  ----------- 
B a la n c e 
 at 1 April 
 2021             4,122,400      2,816,208        7,500            -              -          (4,180,798)    2,765,310 
Share based 
 payment 
 charge               -              -              -              -              -            112,578       112,578 
T o ta l c omp 
 r e h e nsi 
 ve income            -              -              -              -              -           (261,273)     (261,273) 
                -------------  -------------  -------------  -------------  --------------  -------------  ----------- 
B a la n c e 
 at 30 
 September 
 2021             4,122,400      2,816,208        7,500            -              -          (4,329,493)    2,616,615 
                -------------  -------------  -------------  -------------  --------------  -------------  ----------- 
 

Condensed consolidated cash flow statement

For the six months ended 30 September 2021

 
                                                                                                                       6 months        6 months       15 months 
                                                                                                                           to              to             to 
                                                                                                                      30 September    30 September     31 March 
                                                                                                                          2021            2020 
                                                                                                                      (unaudited)     (unaudited)        2021 
                                                                                                                                                      (audited) 
                                                                                                              Note        GBP             GBP            GBP 
 Cash from operating activities: 
 Operating profit                                                                                                        (261,273)        (64,938)   (6,850,493) 
 Adjusted for: 
 Depreciation                                                                                                                    -          25,417        55,032 
 Loss on disposal of tangible fixed 
  assets                                                                                                                         -               -         1,079 
 Loss on disposal of subsidiaries                                                                              5                 -               -     6,751,996 
 Share based payment charge                                                                                                112,578               -        22,516 
 (Increase)/ decrease in inventories                                                                                             -        (11,073)        22,423 
 (Increase)/ decrease in trade and 
  other receivables                                                                                                       (25,647)         829,777   (1,813,977) 
 (Decrease)/ increase in trade and 
  other payables                                                                                                          (61,091)       (568,640)     1,830,032 
                                                                                                                    --------------  --------------  ------------ 
 Cash (used in)/ generated by operations                                                                                 (235,433)         210,543        18,608 
 
 Finance costs                                                                                                                   -         (4,378)      (17,239) 
 Taxation paid                                                                                                                   -         (5,963)     (181,114) 
                                                                                          Net cash 
                                                                                           (outflow)/inflow 
                                                                                           from 
                                                                                           operating 
                                                                                           activities                    (235,433)         200,202     (179,745) 
                                                                                                                    --------------  --------------  ------------ 
 
 Cash flows from investing activities 
 Disposal of discontinued operation, 
  net of cash disposed of                                                                                      5                 -               -     (557,980) 
 Purchase of property, plant and 
  equipment                                                                                                                      -        (16,499)      (31,356) 
 Acquisition of investment                                                                                               (166,510)               -             - 
 Proceeds from sale of property, 
  plant and equipment                                                                                                            -               -           600 
                                                                                          Net cash flows 
                                                                                           from / (used) in 
                                                                                           investing 
                                                                                           activities                    (166,510)        (16,499)     (588,736) 
                                                                                                                    --------------  --------------  ------------ 
 
 Cash flows from financing activities: 
 Proceeds from issues of shares                                                                                                  -               -     3,156,000 
 Share issue costs                                                                                                               -               -     (232,500) 
 Lease repayments                                                                                                                -        (15,500)      (36,167) 
 Repayment of non-convertible loan 
  notes                                                                                                                          -         (7,961)      (62,962) 
 Repayment of short-term loans                                                                                                   -               -             - 
                                                                                                                    --------------  --------------  ------------ 
 
   Net cash flows from financing activities                                                                                      -        (23,461)     2,824,371 
                                                                                                                    ==============  ==============  ============ 
 
   Net (decrease)/increase in cash 
   and cash equivalents                                                                                                  (401,943)         160,242     2,055,890 
 
 Cash and cash equivalents brought 
  forward                                                                                                                2,858,775         130,336       802,885 
                                                                                                                    --------------  --------------  ------------ 
 
   Cash and cash equivalents carried 
   forward                                                                                                               2,456,832         290,578     2,858,775 
                                                                                                                    ==============  ==============  ============ 
 

For the purposes of the cash flow statement, cash and cash equivalents comprise the following:

 
                             As at 30 September    As at 30    As at 31 March 
                                    2021           September        2021 
                                                     2020 
                                    GBP              GBP            GBP 
 Cash at bank and in hand             2,456,832      290,578        2,858,775 
 Bank overdraft                               -            -                - 
                                      2,456,832      290,578        2,858,775 
                            ===================  ===========  =============== 
 
   1 .     Notes  to the  Interim Report 

B a s is of preparation

T h e Company's half-yearly f i n a ncial state m e n ts f or the s ix m o n t hs en ded 30 September

2021   were auth orised  f or is s ue  by the directors  on 16 December 2021. 

Whilst the Company does not have any subsidiaries during the period, the intention is to make an acquisition before the year ended 31 March 2022 and therefore consolidated accounts will be required for the full year in accordance with IFRS 10. Under AIM rule 18 the interim accounts should be prepared under the same basis as the year end accounts and therefore the accounts and comparatives are referred to as consolidated even though the company had no subsidiaries during the period.

T h e co ns olidated half-yearly fin a ncial state men t s, w hich are u nau dited, do n ot con stit ute s tatuto ry accou n ts wit h in t he meaning of Section 434 of t he C o m p a nies Act 2006. T he statuto ry accou nts f or t he year en ded 31 March 2021 have been filed with t he Regis t rar of Co m panies at C o m panies Hou se. T he au dit report on t he statuto ry accou n ts f or the year en ded 31 March 2021 was u n q ualified and did n ot co ntain a ny state men ts un der Section 498 (2) or ( 3) of the C o m panies Act 2006.

T h e annu al f i n a ncial state m e nts of U.K. SPAC Plc f or the year en ded 31 March 2022 w ill be prepar ed in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006, IFRIC Interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. A ccordin g l y, these inter im f i nan cial state ments h a ve been prepared us i ng accou nti ng policies con siste nt with t h o se w hich will be adopted by t he Company in t he f i nancial state m e nts a nd in co m pliance with IAS 34 " I nter im finan cial reporting".

T h e co ns olidated inter im f i n a ncial state men ts have been prepared in accordance w ith the acco unti ng policies set o ut in the ann ual fin a ncial state men ts f or the year en ded 31 March 2021.

B a s is of cons olidation

T h e Gro up finan cial in f o r m ati on co ns olidates t hat of t he co m p a ny and its s u b sidiaries.

A ll i ntr a - g r o up transactio ns, balances, i nco me a nd ex pen ses are eli m i nated on co ns olidatio n.

   2.     Seg m ental reporting 

Seg ment in f o r mation is presented in res pect of the Group 's b us i ness s e g m e n t s prior to the disposal of its subsidiaries on 3 March 2021, w hich are based on the Gro u p 's man a g e m e nt and i nter nal reporting str uct u re.

The chief operating decision-maker has been identified as the Board of Directors (the Board). The Board reviews the Group's internal reporting in order to assess performance and allocate resources. Management have determined the operating segments based on these reports and on the internal report's structure.

Segment performance is evaluated by the Board based on revenue and profit before tax ("PBT"). Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis, such as centrally managed costs relating to individual segments and costs relating to land used in more than one individual segment.

Given that income taxes and certain corporate costs are managed on a centralised basis, these items are not allocated between operating segments for the purposes of the information presented to the Board and are accordingly omitted from the analysis below.

The Group comprised up to 3 March 2021 the following segments:

Construction

Direct contracting and trade contracting services to both main contractors and corporate end users.

Fit-out

Providing raised flooring systems to both main contractors and corporate end users.

Segmental operating performance

 
                              Six months to 30        Six months to         Fifteen months 
                               September 2021        30 September 2020      to 31 March 2021 
                             Segmental       PBT    Segmental       PBT   Segmental       PBT 
                               revenue                revenue               revenue 
                               GBP'000   GBP'000      GBP'000   GBP'000     GBP'000   GBP'000 
                           -----------  --------                         ----------  -------- 
 Construction                        -         -        2,537        10       6,427       171 
 
 Fit -out                            -         -        2,832        39       6,090       130 
 
                                     -         -        5,369        49      12,517       301 
 Inter-segmental revenue 
  and unallocated costs              -     (261)            -     (118)           -   (7,168) 
                           -----------  --------  -----------  --------  ----------  -------- 
                                     -     (261)        5,369      (69)      12,517   (6,867) 
 =====================================  ========  ===========  ========  ==========  ======== 
 

Business segments assets and liabilities

 
                                 Six months to            Six months to            Fifteen months 
                                  30 September           30 September 2020        to 31 March 2021 
                                      2021 
                             Segment        Segment   Segment        Segment   Segment        Segment 
                              assets    liabilities    assets    liabilities    assets    liabilities 
                             GBP'000        GBP'000   GBP'000        GBP'000   GBP'000        GBP'000 
                            --------  ------------- 
 Construction                      -              -     1,128          1,514         -              - 
 
 Fit-out                           -              -     3,040          1,668         -              - 
 
                                   -              -     4,168          3,182         -              - 
 
 Goodwill - Construction           -              -     2,000              -         -              - 
 Goodwill - Fit-out                -              -     4,874              -         -              - 
 Other unallocated assets 
  & liabilities                2,685             68         9          1,188     2,894            129 
                               2,685             68    11,051          4,370     2,894            129 
                            ========  =============  ========  =============  ========  ============= 
 

Unallocated assets consist of deferred tax, trade and other receivables and cash held by the Company.

Unallocated liabilities consist of trade and other payables and interest-bearing loans owed by the Company.

Revenue by geographical des tination

Revenue is attributable to the United Kingdom and other EU markets. T o tal assets incl u ding proper t y, plant and eq uip m e nt and i n tangible a ssets are all held in t he UK.

   3 .                Inco me  tax  (expense)/credit  (continuing  operations) 
 
                                            6 months         6 months      15 months to 
                                               to               to           31 March 
                                          30 September     30 September        2021 
                                               2021             2020 
                                           (unaudited)      (unaudited)      (audited) 
                                              GBP              GBP             GBP 
 Current tax on income for the period                 -                -         14,438 
 Deferred tax (expense)                               -                -              - 
                                        ---------------  ---------------  ------------- 
 Income tax (expense)/credit in the 
  income statement                                    -                -         14,438 
                                        ===============  ===============  ============= 
 
   4.           Earnings per share 

The basic earnings per share is calculated by dividing the earnings attributable to equity shareholders by the weighted average number of shares in issue. In calculating the diluted earnings per share, share options outstanding have been taken into account where the impact of these is dilutive.

T h e weig hted aver a ge nu m ber of shares in t he period w a s:

 
                                              6 months        6 months       15 months to 
                                                  to              to 
                                             30 September    30 September    31 March 2021 
                                                 2021            2020 
                                             (unaudited)     (unaudited)       (audited) 
 
                                               Number          Number           Number 
 
 B asic ordinary shares of 0.1p each        1,852,219,137     254,244,454      360,776,100 
 Diluti ve ordinary shares f r om warran 
  ts & optio ns                             1,758,728,084               -      117,248,538 
                                           --------------  --------------  --------------- 
 
 Total diluted                              3,610,947,221     254,244,454      478,024,638 
                                           --------------  --------------  --------------- 
 

E a rning attributable to equity shareholders of the parent

 
                                 6 months        6 months        15 months 
                                     to              to              to 
                                30 September    30 September    31 March 2021 
                                    2021            2020 
                                (unaudited)     (unaudited)       (audited) 
                                    GBP             GBP             GBP 
 Continuing operations 
 Basic earnings per share           (0.014)p        (0.046)p         (0.115)p 
 Diluted earnings per share         (0.007)p        (0.046)p         (0.087)p 
                              --------------  --------------  --------------- 
 
   Discontinuing operations 
 Basic earnings per share                  -          0.019p         (1.792)p 
 Diluted earnings per share                -          0.019p         (1.353)p 
                              --------------  --------------  --------------- 
 
   5.          Disposal of Subsidiaries 

On the 3rd March 2021, the Company sold both its construction and fit-out segments. Details of the results, cash flow activities and impact on the Company's balance sheet in the prior year have been detailed below;

Results of discontinued operations

 
                                                      6 months       15 months 
                                                     to September     to March 
                                                         2020           2021 
                                                         GBP             GBP 
 Revenue                                                5,369,281     12,517,575 
 Cost of sales                                        (4,690,097)   (11,001,920) 
                                                   --------------  ------------- 
 Gross profit                                             679,184      1,515,655 
 Administrative expenses                                (626,400)    (1,200,104) 
                                                   --------------  ------------- 
 Operating profit                                          52,784        315,551 
 Net finance costs                                        (4,378)       (15,107) 
                                                   --------------  ------------- 
 Profit before income tax                                  48,406        300,444 
 Income tax expenses                                            -       (14,438) 
                                                   --------------  ------------- 
 Profit from operating activities                          48,406        286,006 
 Loss on sale of discontinued operations                        -    (6,751,996) 
                                                   --------------  ------------- 
 Loss/(Profit) from discontinued operations, net 
  of tax                                                   48,406    (6,465,990) 
                                                   ==============  ============= 
 

Effect of disposal on the financial position of the Group

   6.          Investments 
 
                                                GBP 
 Goodwill                                    (6,874,308) 
 Property, plant and equipment                 (112,413) 
 Right-of-use assets                            (74,917) 
 Inventories                                   (124,610) 
 Trade and other receivables                 (5,321,683) 
 Cash and cash equivalents                   (1,513,502) 
 Trade and other payables                      3,306,437 
                                           ------------- 
 Net assets and liabilities                 (10,714,996) 
                                           ============= 
 
 Consideration received, in cash                 955,522 
 Cash and cash equivalents, disposed of      (1,513,502) 
                                           ------------- 
 Net cash inflows                              (557,980) 
                                           ============= 
 
 Consideration received, in cash                 955,522 
 Repayment of intercompany loans               3,007,478 
                                           ------------- 
 Total consideration                           3,963,000 
                                           ============= 
 
 
 
                                          Investments 
                                              GBP 
 Cost 
 At 1 April 2021                                    - 
 Additions                                    166,510 
                                         ------------ 
 At 30 September 2021                         166,510 
                                         ------------ 
 
   Accumulated Impairment provisions 
 At 1 April 2021                                    - 
 Impairment provision                               - 
                                         ------------ 
 At 30 September 2021                               - 
                                         ------------ 
 
 Net book value 
 At 1 April 2021                                    - 
                                         ============ 
 
 At 30 September 2021                         166,510 
                                         ============ 
 

Investments represent professionals incurred in respect of the proposed investment in Hellenic as further disclosed in note 8.

   7.           Share Capital 
 
                                   30 September 2021             31 March 2021 
                              --------------------------  -------------------------- 
                                  Number          GBP         Number          GBP 
 
 Allotted, called up and 
  fully paid 
 Ordinary shares of 0.1p 
  each                         1,852,219,137   1,852,218   1,852,219,137   1,852,218 
 Founder shares of GBP1 
  each                             2,270,182   2,270,182       2,270,182   2,270,182 
                                              ----------                  ---------- 
                                               4,122,400                   4,122,400 
                                              ==========                  ========== 
 

2,270,182 Founder shares were issued in 2016. The founder shares are not quoted and do not carry a right to vote or to receive a dividend.

During the period 1,597,974,683 0.01p ordinary shares were issued at a value of 0.1975p per share.

Warrants

Details of the warrants outstanding during the period are as follows;

 
                                         Weighted                            Weighted 
                                     average remaining                        average 
                                        contractual                           exercise 
                                       life (years)                            price 
                                                              Number            GBP 
 
 Brought forward at 1 April 2021                  0.92       1,647,594,936       0.003 
 
 Granted                                             -                   -           - 
 Lapsed                                              -                   -           - 
 
 Carried forward at 30 September 
  2021                                            0.92       1,647,594,936       0.003 
                                   ===================  ==================  ========== 
 
 

Share Options

Details of the equity settled EMI share options outstanding during the period are as follows:

 
                                                                           Weighted 
                                                                            average 
                                                     Weighted average       exercise 
                                                   remaining contractual     price 
                                      Number           life (years)           GBP 
 
 Brought forward at 1 April 2021    111,133,148                      1.5       0.002 
 
 Granted                                      -                        -           - 
 Lapsed                                       -                        -           - 
 
 Carried forward at 30 September 
  2021                              111,133,148                      1.5       0.002 
                                   ============  =======================  ========== 
 
 

The fair value of the remaining share options has been calculated using the Black-Scholes model. The assumptions used in the calculation of the fair value of the share options outstanding during the year are as follows:

 
 Grant Date                                   3 March 2021 
 
 Exercise period                         March 2021 - September 
                                                  2022 
 
 Share price at date of 
  grant                                          0.33p 
 
 Exercise price                                 0.1975p 
 
 Shares under option                          111,133,148 
 
 Expected volatility                              26% 
 
 Expected life (years)                            1.5 
 
 Risk free rate                                  0.01% 
 
 Expected dividend yield                           0% 
 
 Fair value per option                           0.12p 
 
 
 

Volatility was determined by reference to the standard deviation of expected share price returns based on a statistical analysis of the daily share value of the AIM All-Share Market over a 1-year period to grant date. All of the above options are equity settled and the charge for the period is GBP112,578 (Mar 2021 - GBP22,516).

   8.   Financial commitments 

On 2 August 2021, the Company has announced that it had signed a binding sale and purchase agreement with Hellenic in relation to the acquisition of 100 per cent. of the issued share capital of Hellenic. Hellenic is a European medical cannabis cultivation company.

The proposed Acquisition is classified as a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies.

The agreed consideration of GBP45.2 million is to be fully satisfied by way of the issue of an expected maximum of 9,578,937,499 new ordinary shares in the Company at an expected minimum of 0.472 pence per ordinary share.

The transaction is subject to the following conditions;

-- a minimum cash balance held on completion by UK SPAC of GBP3.92 million, net of transaction costs;

-- proposed admission of enlarged group, at a market capitalisation of more than GBP50 million, to the standard segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the London Stock Exchange's main market for listed securities;

As a result of the necessity for the enhanced legal and due diligence work, the Company and Hellenic have agreed to extend the completion date to 31 January 2022. All other terms in the Agreement remain unchanged.

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END

IR EAPAKFAPFFFA

(END) Dow Jones Newswires

December 17, 2021 02:00 ET (07:00 GMT)

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