TIDMSPMU
RNS Number : 3939E
Spiritus Mundi PLC
29 June 2023
29 June 2023
Spiritus Mundi plc
("Spiritus Mundi" or the "Company")
Interim Results for the six months ended 31 March 2023
Spiritus Mundi plc (LSE: SPMU), the Special Purpose Acquisition
Company (SPAC) which will seek to acquire targets in Europe and
Asia in the clinical diagnostics sector , announces its unaudited
half-yearly results for the six months ended 31 March 2023 (the
"Interim Report").
Financial Highlights
-- Net cash as at 31 March 2023 of GBP739,812 (31 March 2022: GBP973,360)
-- Net assets as at 31 March 2023 of GBP712,686 (31 March 2022: GBP950,128)
-- Operating loss and loss before tax for the six months ended
31 March 2023 of GBP233,132 (31 March 2022: GBP132,578)
Other highlights
-- Appointment of Konstantinos ("Kon") Gryllakis as a strategic
consultant, advising the Company on its business strategy and
assisting with the sourcing and evaluation of potential acquisition
targets in the laboratory and diagnostic testing sector
-- Appointment of Tim Metcalfe as a non-executive director on 1
April 2023, adding significant corporate finance skills and
experience to the board
Chairman's statement
We believe there are attractive acquisition opportunities in our
chosen sectors of laboratory and diagnostic testing, and digital
healthcare, particularly in light of how the COVID-19 pandemic has
changed the sector dynamics. During the period we have continued to
explore potential acquisition opportunities in order to execute on
our strategy to use Spiritus Mundi as a vehicle to acquire one or
more exciting businesses in these areas in order to generate
attractive returns for shareholders.
We are seeing a number of potentially attractive opportunities
and we look forward to updating the market on our progress in due
course. In the meantime, I would like to thank our shareholders for
their continued support.
Financial review
The Company incurred a loss for the six months ended 31 March
2023 of GBP233,132. The loss for the period resulted from the
on-going administrative expenses required to operate the Company
and evaluate potential acquisition opportunities. As at 31 March
2023 the Company held GBP739,812 in cash.
There have been no significant events since the end of the
reporting period.
Principal Risks and Uncertainties
Details of the principal risks and uncertainties facing the
company are disclosed in pages 5 and 6 of the last annual report
for the period ended 30 September 2022
The Directors confirm, to the best of their knowledge, that this
interim set of financial statements gives a true and fair view of
the assets, liabilities, financial position and profit or loss of
the Company as a whole and has been prepared in accordance with IAS
34, Interim Financial Reporting, as adopted by the United Kingdom.
The interim management report herein includes a fair review of the
information required by DTR 4.2.7 and DTR 4.2.8, namely:
- an indication of important events that have occurred during
the first six months and their impact on the financial statements
and a description of the principal risks and uncertainties for the
remaining six months of the financial year
- disclosure of material related party transactions in the first
six months and any material changes to related party
transactions.
By order of the Board
Zaccheus Peh
Non-Executive Chairman
29 June 2023
For further information please contact:
Spiritus Mundi plc Via IFC
Zaccheus Peh (Non-Executive Chairman)
Stanford Capital Partners (Broker)
Patrick Claridge / John Howes +44 (0)20 3650 3650
IFC Advisory Limited (Financial PR and
IR) +44 (0) 203 934 6630
Graham Herring, Florence Chandler spiritusmundi@investor-focus.co.uk
Interim Statement of Comprehensive Income
6 months 6 months 17 months
ended ended ended
31 March 31 March 30 September
Note 2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Continuing operations
Administrative expenses (233,132) (132,578) (714,253)
---------- ---------- -------------
Operating loss and
loss before tax 4 (233,132) (132,578) (714,253)
---------- ---------- -------------
Taxation - - -
---------- ---------- -------------
Total comprehensive
loss for the period
attributable to the
equity owners (233,132) (132,578) (714,253)
========== ========== =============
Loss per share
Basic and diluted 6 (0.006) (0.004) (0.018)
========== ========== =============
Interim Statement of Financial Position
As at As at As at
31 March 31 March 30 September
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
ASSETS
Current assets
Prepayments - - 8,524
Cash and cash equivalents 8 739,812 973,360 941,539
---------- ---------- -------------
Total current assets 739,812 973,360 950,063
TOTAL ASSETS 739,812 973,360 950,063
---------- ---------- -------------
LIABILITIES
Current liabilities
Other payables 8 27,126 23,232 22,253
Total current liabilities 27,126 23,232 22,253
---------- ---------- -------------
Total Liabilities 27,126 23,232 22,253
---------- ---------- -------------
NET ASSETS 712,686 950,128 927,810
========== ========== =============
EQUITY
Share capital 7 493,000 437,000 493,000
Share premium 7 957,531 774,000 957,531
Accumulated losses (737,845) (260,872) (522,721)
Total equity 712,686 950,128 927,810
========== ========== =============
These interim financial statements were approved by the Board of
Directors on 29 June 2023.
Zaccheus Peh
Non-Executive Chairman
Interim Statement of Cash Flows
6 months 6 months 17 months
ended ended ended
31 March 31 March 30 September
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Cash flow from operating activities
Loss for the period (233,132) (132,578) (714,253)
Adjustments:
Share based payments 18,008 - 191,532
---------- ---------- -------------
Loss for the period before changes
in working capital (215,124) (132,578) (522,721)
Changes in working capital
Decrease/(increase) in prepayments 8,524 - (8,524)
Increase/(decrease) in trade
and other payables 4,873 (9,330) 22,253
Net cash used in operating activities (201,727) (141,908) (508,992)
---------- ---------- -------------
Cash flows from financing activities
Proceeds from issue of shares, - - 1,491,000
Share issue costs - - (40,469)
Net cash generated from financing
activities - - 1,450,531
---------- ---------- -------------
Net (decrease)/increase in cash
and cash equivalents (201,727) (141,908) 941,539
Cash and cash equivalents at
the beginning of period 941,539 1,115,268 -
Cash and cash equivalent at the
end of the period 739,812 973,360 941,539
========== ========== =============
Interim Statement of Changes in Equity
Share Capital Share Accumulated Total Equity
Premium Losses
GBP GBP GBP GBP
For period from 28 April 2021 to 30 September 2022 (audited)
As at 28 April
2021 - - - -
Comprehensive income
Loss for the
period - - (714,253) (714,253)
Transactions with owners
Issue of ordinary
shares 493,000 998,000 - 1,491,000
Cost to issue
shares - (40,469) - (40,469)
Share based payments - - 191,532 191,532
As at 30 September
2022 493,000 957,531 (522,721) 927,810
============== ========= ============ =============
For period from 1 October 2021 to 31 March 2022 (unaudited)
As at 1 October
2021 437,000 774,000 (128,294) 1,082,706
Comprehensive income
Loss for the
period - - (132,578) (132,578)
As at 31 March
2022 437,000 774,000 (260,872) 950,128
============== ========= ============ =============
For period from 1 October 2022 to 31 March 2023 (unaudited)
As at 1 October
2022 493,000 957,531 (522,721) 927,810
Comprehensive income
Loss for the
period - - (233,132) (233,132)
Transactions with owners
Share based payments - - 18,008 18,008
As at 31 March
2023 493,000 957,531 (737,845) 712,686
============== ========= ============ =============
Notes to the Financial Statements
1. Company Information
Spiritus Mundi plc (the "Company") is a public company limited
by shares, listed on the London Stock Exchange, registered in
England and Wales. The Company is domiciled in England and its
registered office is 8(th) floor, The Broadgate Tower, 20 Primrose
Street, London, EC2A 2EW.
The principal activity of the Company is that of identifying and
acquiring investment projects.
2. Summary of significant accounting policies
2.1 Basis of preparation
The principal accounting policies applied in the preparation of
this interim financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless
otherwise stated. The financial statements are presented in its
functional currency, pounds Sterling ("GBP"), rounded to the
nearest pound.
The interim financial statements for the six months period ended
31 March 2023 have been prepared in accordance with International
Accounting Standard (IAS) 34 Interim Financial Reporting, as
adopted for use in the United Kingdom. The interim financial
statements do not include all the notes of the type normally
included in an annual financial statements. Accordingly, this
report is to be read in conjunction with the annual report for the
year ended 30 September 2022 and any public announcements made by
Spiritus Mundi Plc during the interim reporting period. The Interim
Report does not include all the information and disclosures
required in the financial statements and should be read in
conjunction with the audited financial statements for the period
from 28 April 2021 to 30 September 2022.
The Financial Statements have been prepared under the historical
cost convention unless otherwise stated. Historical cost is
generally based on the fair value of the consideration given in
exchange for assets. The preparation of the financial statements in
compliance with IAS 34 requires the use of certain critical
accounting estimates and management judgements in applying the
accounting policies.
The accounting policies and methods of computation adopted in
the preparation of the interim consolidated financial statements
are consistent with those followed in the preparation of the
Company's annual financial statements for the period from 28 April
2021 to 30 September 2022, except for the adoption of the new
standards, interpretations and amendments to IFRSs that became
effective as of 1 January 2023.
Definition of Accounting Estimates (Amendments to IAS 8)
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2)
Deferred Tax related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12)
International Tax Reform - Pillar Two Model Rules - Amendments
to IAS 12
These interim financial statements and accompanying notes have
neither been audited nor reviewed by the Company's auditor. The six
months financial statements do not constitute full accounts as
defined by Section 434 of the Companies Act 2006. The figures for
the period from 28 April 2021 to 30 September 2022 are derived from
the published statutory accounts. Full accounts for the period
ended 30 September 2022, including an unqualified auditor's report
which did not make any statement under Sections 498(2) or (3) of
the Companies Act 2006, have been delivered to the Registrar of
Companies.
2.2 Going concern
The Company had GBP739,812 cash as at 31 March 2023. With an
expected ongoing operational cost of GBP400,000 per annum, there
are significant headroom to fund costs associated with evaluating
acquisitions and investments, including due diligence. On this
basis, the Board considers the Company to have sufficient resources
to remain in operational existence for the foreseeable future. When
a suitable acquisition is identified, further funding will be
needed to finance the acquisition.
3. Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the Company's accounting policies,
the Directors make estimates and assumptions that have an effect on
the amounts recognised in the financial information. Although these
estimates are based on the Directors' best knowledge of the current
events and actions, actual results may ultimately differ from those
estimates.
The significant judgements made by the Directors in applying the
Company's accounting policies and the key sources of estimation
uncertainty were the same as those described in the last annual
financial statements.
4. Loss before income tax
The breakdown by nature of administrative expenses is as
follows:
6 months 6 months 17 months
ended ended ended
31 March 31 March 30 September
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Accounting fees 869 1,053 3,135
Audit fees 12,000 - 15,000
Directors' remunerations
(Note 5) 85,784 32,500 292,210
Listing fee 68,679 97,149 361,581
Professional fees 39,879 - 15,000
Secretarial fees 2,818 966 20,260
Other costs 23,103 910 7,067
233,132 132,578 714,253
========== ========== =============
5. Directors' remuneration
The Company has no employees other than the Directors.
6 months ended 31 March 2023
----------------------------------
Directors' Share-based
fees payment Total
GBP GBP GBP
Zaccheus Peh 17,572 18,008 35,580
Simon Winson Ng 12,551 - 12,551
Wong Fatt Heng 12,551 - 12,551
Wesley Gordon Lawrence 12,551 - 12,551
Rachel Stella Jan Maguire 12,551 - 12,551
67,776 18,008 85,784
=========== ============ =======
6 months ended 31 March 2022
----------------------------------
Directors' Share-based
fees payment Total
GBP GBP GBP
Zaccheus Peh 17,500 - 17,500
Simon Winson Ng 15,000 - 15,000
32,500 - 32,500
=========== ============ =======
17 months ended 30 September 2022
--------------------------------------
Directors' Share-based
fees payment Total
GBP GBP GBP
Zaccheus Peh 49,655 180,829 230,484
Simon Winson Ng 35,051 5,864 40,915
Wong Fatt Heng 5,753 2,054 7,807
Wesley Gordon Lawrence 5,753 749 6,502
Rachel Stella Jan Maguire 5,753 749 6,502
101,965 190,245 292,210
============= ============= ========
* Rachel Stella Jan Maguire resigned as Director with effect
from 1 April 2023.
6. Loss per share
The loss per share has been calculated using the loss for the
period and the weighted average number of ordinary shares entitled
to dividend rights which were outstanding during the period, as
follows:
6 months 6 months 17 months
ended ended ended
31 March 31 March 30 September
2023 2022 2022
Unaudited Unaudited Audited
GBP GBP GBP
Loss for the period attributable
to equity holders of the
Company (233,132) (132,578) (714,253)
Weighted average number
of ordinary shares 41,687,322 35,087,240 39,022,885
=========== =========== =============
Basic and diluted loss
per Share (0.006) (0.004) (0.018)
=========== =========== =============
For the financial periods, basic loss per share and diluted loss
per share are the same due to effect of warrants and options being
non-dilutive in light of the loss per share.
7. Share capital and share premium
Number of Share Share
shares capital premium(*)
'000 GBP GBP
Issued at incorporation 50,000 50,000 -
Effects of share consolidation at 10
for 1 on 24 May 2021 (45,000) - -
Shares issuance on 12 July 2021 38,700 387,000 774,000
At 31 March 2022 43,700 437,000 774,000
Shares issuance on 8 July 2022 5,600 56,000 224,000
At 30 September 2022 and 31 March 2023 49,300 493,000 998,000
========= ======== ===========
*Presented gross of issuance costs, set against share premium of
GBP40,469.
Each Ordinary Share (including Subscription Shares) ranks pari
passu for voting rights, dividends and return of capital upon
winding up of the Company.
All Ordinary Shares are freely transferable and there are no
restrictions on transfer, except for all shares held by Directors
including any shares exercised under Directors Warrants and
Options, which are subjected to a 12 month lock-in period from date
of admission and followed by a subsequent 12 month period where
they shall only be entitled to sell shares in such a manner that
would not create a disorderly market in the share.
As at 30 September 2022 and 31 March 2023, there were 23,886,000
warrants and options unissued ordinary shares exercisable. In
addition, subject to a successful RTO or an acquisition taking
place, another 10,000,000 warrants will be issued.
For the six months ended 31 March 2023, no warrant or option has
been issued or exercised or lapsed.
8. Financial instruments by category
Financial assets
Financial assets measured at amortised cost comprise the
following:
31 March 31 March 30 September
2023 2022 2022
GBP GBP GBP
Cash at bank 739,812 973,360 941,539
========= ========= =============
Financial liabilities
Financial liabilities measured at amortised cost comprise the
following:
31 March 31 March 30 September
2023 2022 2022
GBP GBP GBP
Other payables 11,526 23,232 356
Accruals 15,600 - 21,897
27,126 23,232 22,253
========= ========= =============
The Company's major financial instruments include bank balances
and amounts payables to suppliers. The risks associated with these
financial instruments, and the policies on how to mitigate these
risks are set out below. Risk management is carried out by Board of
Directors. The Company uses financial instruments to provide
flexibility regarding its working capital requirements and to
enable it to manage specific financial risk to which it is
exposed.
Liquidity risk
Liquidity risk arises from the Company's management of working
capital.
The Company regularly reviews its major funding positions to
ensure that it has adequate financial resources in meeting its
financial obligations. The Directors have considered the liquidity
risk as part of their going concern assessment. Controls over
expenditure are carefully managed in order to maintain its cash
reserves whilst it targets a suitable transaction.
The Company's financial liabilities as shown above have
contractual maturities within 6 months from the date of the
financial statements.
Credit risk
The Company's credit risk is wholly attributable to its cash
balance. The credit risk from its cash and cash equivalents is
limited because the counter parties are banks with high credit
ratings and have not experienced any losses in such accounts.
Interest risk
The Company's exposure to interest rate risk is the interest
received on the cash held, which is immaterial.
Currency risk
The Company is not exposed to any currency risk at present.
Capital risk management
The Company's capital structure consists mainly of equity share
capital and the share premium. The Company's objectives when
managing capital is to safeguard the Company's ability to continue
as a going concern, in order to provide returns for shareholders
and benefits for other stakeholders and to maintain an optimal
capital structure. The Company has no borrowings and does not pay
dividends. In order to maintain or adjust the capital structure,
the Company may return capital to shareholders or issue new shares.
Following an acquisition, the Company may also pay dividends to
shareholders.
9. Related party transactions
For the 6 months period ended 31 March 2023, there are no
related party transactions.
10. Subsequent events
There have been no significant events since the end of the
reporting period that would have a material impact on the financial
statements.
Spiritus Mundi LEI: 213800DXMLNXMLCX4Q80
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END
IR PPUPAQUPWUBB
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