TIDMBERM

RNS Number : 4450Y

Bermele PLC

13 May 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO UNITED STATES NEWS WIRE SERVICES OR IN OR INTO, AUSTRALIA, CANADA, JAPAN, THE UNITED STATES OF AMERICA OR SOUTH AFRICA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 
For Immediate Release  13 May 2021 
 

Bermele plc

("Bermele" or the "Company")

Annual Report

Bermele plc announces its audited final results for the 11 month period ended 31 December 2020. A full pdf version of the Annual Financial Report will be available for download from the Document Center on the Company's website (www.bermele.com).

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

Enquiries:

 
Bermele Plc                +44 (0) 20 3475 9760 
 Toby Hayward               info@bermele.com 
Novum Securities Limited 
 Colin Rowbury             +44 (0) 20 7399 9400 
 

Chairman's Statement for the 11 Month Period Ended 31 December 2020

I am pleased to present the audited financial statements to shareholders of Bermele Plc (the "Company") for the 11 month Period ended 31 December 2020.

Financial Review

The Company was formed for the purpose of acquiring a business or businesses operating in the pharmaceutical and biotechnology sectors. The Acquisition, of either the assets, or the share capital, of a target company, will be treated as a Reverse Takeover and to maintain its listing the enlarged group would be required to apply to have its shares readmitted to the Official List and trading on the Main Market of the London Stock Exchange. During the period, the Company evaluated and considered several businesses for acquisition or investment.

At the General Meeting held on the 13 February 2020, alongside a successful placing to raise GBP200,000, shareholders authorised the Board to pursue acquisitions outside of the biotechnology and pharmaceutical sector.

I am delighted that on the 20 July the Company announced it has signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd. ("East Imperial"), entered into a convertible loan with East Imperial and a legally binding Exclusivity Agreement to facilitate concluding the proposed Acquisition.

The Company incurred a loss for the year ended 31 December 2020 of GBP512,129. The loss for the period results from the on-going administrative expenses of GBP265,113 reflecting the ongoing administration costs of being listed, one-off costs of GBP247,016 incurred in connection with the reverse takeover and the London Stock Exchange.

The Board continues to prudently manage its cash flow and has minimised ongoing operating costs in light of the Acquisition. At the period end the Company had cash of GBP59,284. The company provided a convertible loan of GBP250,000 to East Imperial during the period.

Toby Hayward

Non- Executive Chairman

12 May 2021

Strategic Report For the 11 Month Period Ended 31 December 2020

The Directors present the Strategic Report of Bermele Plc for the period ended 31 December 2020.

Review of Business in the Period

Operational Review

The Company was incorporated in England and Wales on 20 September 2017 as a public Limited company under the Companies Act with registered number 10973102 .The Company's LEI is 213800NL4ICLKYSYU749.

In February 2020, 22,000,000 ordinary shares were issued of 0.1p each on the standard list as payment in lieu of fees of GBP22,000 and raising a further estimated net proceeds of GBP183,000.

Business Strategy and Execution

On 20 July 2020, the Company announced it has signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd. The shares are now suspended on the London Stock Exchange pending completion of the reverse takeover.

Acquisition Strategy

The Company was formed to undertake the Acquisition of a business or businesses across a broad range of sectors. The Company may seek to simultaneously acquire one or two businesses that have complementary products or technology in order to create one larger company. The Company's intention is to acquire a controlling majority in a targeted business or company.

In selecting acquisition opportunities to review, the Board focuses on businesses, assets and/or projects that are available at attractive valuations and hold opportunities to unlock embedded value.

The Company's focus is to capitalise on the opportunities presented as a result of what the Board believe to be fundamental changes that are underway in certain sectors where innovative new products and technologies sustain growth and new development models to improve productivity. The Company is not bound by geographic location and will consider an acquisition outside the UK if it is in line with the outlined acquisition strategy.

Failure to make an Acquisition

The Company will update shareholders on the Company's progress via the regulatory news service as required and specifically by way of general meeting. Should an Acquisition not be announced by the second anniversary of Admission then the Company will hold a second general meeting to review the future of the Company as a special acquisition vehicle. At the general meeting the Board will seek approval of the shareholders by simple majority to either return the remaining funds to shareholders or continue to look for acquisition targets. In the event that it is decided to return the remaining funds to shareholders it is unlikely that the funds returned will be equal to any original investment made.

Events since the year end

The Board has entered into a convertible loan of GBP100,000 with a private investor, which is for a fixed term of 12 months and carries no interest, is repayable or convertible at the Lender's discretion into new Ordinary Shares in the Company at 0.6 pence per share.

The proceeds from the Loan are to be used for working capital pending completion of the potential acquisition of East Imperial Pte. Ltd as announced by the Company on 20 July 2020. Preparations for the publication of a prospectus and admission of the enlarged group to trading on the London Stock Exchange are well advanced.

The transaction remains conditional, inter alia, on consent from the Financial Conduct Authority for the readmission of the enlarged share capital to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules).

COVID-19

The economic environment has changed materially since the year end following the onset of the global COVID-19 pandemic. The United Kingdom and many countries across the world have imposed unprecedented restrictions on the movement of their population, leading to the suspension or closure of many businesses not deemed critical.

However, the directors do not believe that COVID-19 is having a material impact on the Company as they continue to progress the acquisition of East Imperial.

Financial review

Results for the 11 Month period Ended 31 December 2020

The Company incurred a loss for the period ended 31 December 2020 of GBP 512,129 . The loss for the period results from: the on-going administrative expenses of GBP265,113 required to operate the Company; one-off reverse takeover & fund-raising costs of GBP 247,106 .

Cash flow

The cash balance as of 31 December was GBP 59,284 . This includes gross proceeds of GBP100,000 convertible loan received from a private investor in November 2020.

Key Performance Indicators

Other than continued monitoring and minimisation of all operating costs expenditure, there are no key performance indicators for the Year Ended 31 December 2020 as the Company has not completed an acquisition.

Position of Company's Business

As at 31 December 2020 the Company's Statement of Financial Position shows net assets totalling GBP 150,612 . The Company has minimal liabilities and is considered to have a sufficient cash position to successfully conclude the reverse takeover of East Imperial Pte. Ltd.

The Board contains personnel with a good history of running businesses that have been compliant with all relevant laws and regulations and there have been no instances of non-compliance in respect of environmental matters.

At present, there are three male and one female Directors in the Company. The Company has four Non- Executive Directors.

The Company ensures that its employment practices consider the necessary diversity requirements and compliance with all employment laws. The Board has experience in dealing with such issues and sufficient training and qualifications to ensure they meet all requirements.

The government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and the Board has adopted an anti-corruption and anti-bribery policy.

Risks/Uncertainties to the Company

 
 Issue                 Risk/Uncertainty                   Mitigation 
 No Business track     The Company is a newly             The management team has 
  record.               formed entity with no              experience in acquiring, 
                        operating history and              investing in and/or managing 
                        although a number of               companies in various 
                        potential acquisition              different sectors. The 
                        opportunities are being            board between them have 
                        considered none of these           almost 100 years of financial 
                        are in substantive negotiations    experience in various 
                        and there is a risk that           different sectors. 
                        no acquisitions are completed 
                        or that acquisitions 
                        are completed which do 
                        not create value for 
                        shareholders. 
                      ---------------------------------  ----------------------------------- 
 The Company relies    The Company is dependent           All members of the Board 
  on the experience     on the Directors to identify       and the non- Executive 
  and talent of         potential acquisition              Directors have been provided 
  its management        opportunities and to               further incentives e.g. 
  and advisers.         execute an acquisition             share options. once an 
                        and the loss of the services       acquisition is completed. 
                        of the Directors could             This ensures alignment 
                        materially adversely               of the Board and senior 
                        affect the Company's               management with the long-term 
                        strategy or ability to             success of the business. 
                        deliver upon it in a 
                        timely manner or at all. 
                      ---------------------------------  ----------------------------------- 
 The Company is        The Company may be unable          The Board is clear that 
  unable to complete    to complete an acquisition         all acquisitions and 
  any acquisitions.     in a timely manner or              investments completed 
                        at all or to fund the              by the Company will provide 
                        operations of the target           substantial returns for 
                        business if it does not            shareholders which will 
                        obtain additional funding          support the funding requirements. 
                        following completion               If no such acquisitions 
                        of an acquisition.                 are identified by the 
                                                           2 second anniversary 
                                                           of listing then a board 
                                                           meeting will decide the 
                                                           future of SPA. 
                      ---------------------------------  ----------------------------------- 
 Strategy              The Company currently              The Board has a clear 
                        has no assets producing            strategy and very experienced 
                        positive cash flow and             management team that 
                        its ultimate success               is highly motivated to 
                        will depend on the Directors'      deliver against the strategy. 
                        ability to implement               If the Board is unable 
                        the strategy outlined              to executive the strategy 
                        in its Prospectus, generate        due to unavailable acquisitions 
                        cash flow from the Company's       at the right price, the 
                        potential investments,             Company will consider 
                        and access equity and              the timely return of 
                        debt financing markets             funds to shareholders. 
                        as the Company grows 
                        and develops. Whilst 
                        the Directors are optimistic 
                        about the Company's prospects, 
                        there is no certainty 
                        that anticipated outcomes 
                        and sustainable revenue 
                        streams will happen. 
                      ---------------------------------  ----------------------------------- 
 COVID-19              COVID-19 may impact the            The Directors are closely 
                        Company's ability to               monitoring the commercial 
                        raise capital to fund              impact of the COVID-19 
                        acquisitions and working           pandemic on biotech & 
                        capital and could adversely        pharmaceutical industry 
                        impact acquisitions in             and will only propose 
                        biopharmaceuticals and             compelling acquisitions 
                        technology industry.               after carrying out significant 
                                                           due diligence for securing 
                                                           capital. 
                                                           In February 2020, the 
                                                           directors received a 
                                                           mandate to pursue acquisitions 
                                                           outside the biotechnology 
                                                           & pharmaceutical sector. 
                      ---------------------------------  ----------------------------------- 
 

Composition of the Board

A full analysis of the Board, its function, composition and policies, is included in the Governance report is pages 14 to 16.

Capital structure

The Company's capital consists of Ordinary Shares which rank pari passu in all respects and which are traded on the Standard list of the Main Market of London Stock Exchange. However, on 20 July 2020, the shares were suspended pending completion of the acquisition of East Imperial Pte. Ltd.

There are no restrictions on the transfer of securities in the Ordinary Shares of the Company or restrictions on voting rights and none of the Ordinary Shares are owned or controlled by employee share schemes. There are no arrangements in place between shareholders that are known to the Company that may restrict voting rights, restrict the transfer of securities, result in the appointment or replacement of Directors, amend the Company's Articles of Association or restrict the powers of the Company's Directors, including in relation to the issuing or buying back by the Company of its shares or any significant agreements to which the Company is a party that take effect after or terminate upon, a change of control of the Company following a takeover bid or arrangements between the Company and its Directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that may occur because of a takeover bid.

Section 172 Statement

Under section 172 of the Companies Act 2006 ("Section 172"), a director of a company must act in a way that they consider, in good faith, and would most likely promote the success of the company for the benefit of its members as a whole, taking into account the non-exhaustive list of factors set out in Section 172.

Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section 172(1) in their decision making.

The Company, as a special purpose acquisition vehicle seeking an acquisition that: has yet to complete an acquisition; has one employee; and has a Board and business which came together in conjunction with the Company's listing on the Main Market, Standard Segment, in May 2019 (the" Admission"), has had relatively little interaction with its members and internal stakeholders during the Year ended 31 December 2020 (the "Reporting Period").

It should be noted that due to the early stage of the Company's development, the Board also deems the Company's impact on external stakeholders to have been minimal during the Reporting Period. The Company's strategy is to acquiring a business or businesses operating in the pharmaceutical and biotechnology sector. The Company will look to acquire a target company with products and technology already at a stage of research and development that will add value to the Company. The Company will have a wide range of internal and external stakeholders, relations with which the Board will take into consideration both as part of its pre and post-acquisition strategy.

Engagement with our members plays an essential role throughout our business. We are cognisant of fostering an effective and mutually beneficial relationship with our members. Our understanding of our members is factored into boardroom discussions and decisions regarding the potential long-term impacts of our strategic decisions.

Post the Reporting Period end, the Directors have continued to have regard to the interests of the Company's stakeholders, including the potential impact of its future activities and acquisition strategy on the community, the environment and the Company's reputation, when making decisions. The Directors also continue to take all necessary measures to ensure the Company is acting in good faith and fairly between members and is promoting the success of the Company for its members in the long term.

The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests and how Bermele plc engages with them. Given the importance of stakeholder focus, long-term strategy and reputation to the Company, these themes are also discussed throughout this Annual Report.

 
 Stakeholder   Their interests                                       How we engage 
 Investors 
                *    Comprehensive review of financials                     *    Regular reports and analysis on investors and 
                                                                                 shareholders 
 
                *    Business sustainability 
                                                                            *    Annual Report 
 
                *    High standard of governance 
                                                                            *    Company website 
 
                *    Success of the business 
                                                                            *    Shareholder circulars 
 
                *    Ethical behaviour 
                                                                            *    AGM 
 
                *    Awareness of long-term strategy and direction 
                                                                            *    RNS announcements 
 
 
                                                                            *    Press releases 
              ----------------------------------------------------  ---------------------------------------------------------- 
 Regulatory 
  bodies              *    Compliance with regulations                       *    Company website 
 
 
                      *    Company reputation                                *    RNS announcements 
 
 
                      *    Insurance                                         *    Annual Report 
 
 
                                                                             *    Direct contact with regulators 
 
 
                                                                             *    Compliance updates at Board Meetings 
 
 
                                                                             *    Consistent risk review 
              ----------------------------------------------------  ---------------------------------------------------------- 
 Partners 
                 *    Business strategy                                      *    Meetings and negotiations 
 
 
                 *    Application of acquisition strategy                    *    Reports and proposals 
 
 
                                                                             *    Dialogue with third party stakeholders where 
                                                                                  appropriate 
              ----------------------------------------------------  ---------------------------------------------------------- 
 

The Section 172 statement should be read in conjunction with the full Strategic Report and the Company's Corporate Governance Statement.

Approved by the Board on 12 May 2021

Toby Hayward

Non- Executive Chairman

12 May 2021

Directors Report For the 11 Month Period Ended 31 December 2020

Toby Hayward , 62, Non-Executive Chairman

Toby Hayward qualified as a Chartered Accountant with Touche Ross & Co in 1984 and subsequently held a number of senior equity capital market positions in London.

He was formerly Managing Director and Head of Corporate Broking at Jefferies International Limited, prior to this he was Head of Oil and Gas Equity Capital Markets at Canaccord Adams. He has also previously held the positions of Chairman and Non-Executive Director at Severfield plc and Non-Executive Director and Interim CEO at Afren plc.

He is a Chartered Accountant and member of the Institute of Chartered Accountants of England and Wales.

Dr Susan (Sue) Thompson , 60, Non-Executive Director

Dr Sue Thompson completed an undergraduate degree (Kings College London) and research based Master's degree (University of Oxford) in the Life Sciences, prior to six years in Account Management at two major advertising agencies, contributing to product development, marketing and advertising for large pharmaceutical and consumer companies. She then returned to University to study Medicine and has been qualified as a Consultant Psychiatrist since 2003. Sue continues to practice medicine as a Consultant Psychiatrist, but also maintains a keen interest in business, as Director of both a property investment and a medical services company.

Derek Ward , 58, Non-Executive Director

Derek Ward was previously Executive Vice President, UK Markets & Strategic Relationships at Atos - a leading Business Consulting, Systems Integration and Managed Operations organization with worldwide annual revenues of more than EUR 10 billion . Derek reported directly to the Main Operating Board and was responsible for Strategic Relationships across all UK markets, from Financial Services, Health, Enterprise, Transport and Government. Derek provided leadership in the transformation of the UK business towards its goal of delivering a significant proportion of its revenues from transaction based business services.

In his role he also Chaired the UK Strategy Board, was the UK Executive sponsor of Sustainability and as the Worldwide Information Technology Partner for the Olympic Games, Derek was the UK Executive sponsor for London 2012.

Anthony Reeves, 80, Non-Executive Director

Tony has a wealth of domestic and international experience as a Director and Chairman, specialising in organic growth and strategic acquisitions across a number of sectors including staffing, healthcare and technology. He was formerly a Non-Executive Director of Levrett PLC which completed the successful acquisition of Nuformix by way of reverse takeover in 2017.

The Directors present their report with the audited financial statements of the Company for the 11 months period ended 31 December 2020. A commentary on the business for the year is included in the Chairman's Statement on page 3. A review of the business is also included in the Strategic Report on pages 4 to 8.

Directors

The Directors of the Company during the period and their beneficial interest in the Ordinary Shares of the Company at 31 December 2020 were as follows:

 
 Director           Position                    Appointed    Ordinary shares 
----------------  -------------------------  ------------  ----------------- 
 Anthony Reeves     Non-Executive Director     13/08/2019          1,800,000 
 

Directors Unapproved Options

The following hold unapproved options (being non-tax advantaged options) to subscribe for the following numbers of Ordinary Shares at not less than 0.1 pence per Share:

 
 Director              Position                     Appointed    Ordinary shares 
-------------------  --------------------------  ------------  ----------------- 
 Toby Hayward          Non-Executive Chairman      17/04/2018          3,000,000 
 Dr Susan Thompson     Non- Executive Director     20/09/2017          5,000,000 
 Derek Ward            Non-Executive Director      17/04/2018          3,000,000 
 Anthony Reeves        Non-Executive Director      13/08/2019          4,000,000 
 

On the date the Company Shares were listed on the Official List and admitted to trading on the LSE Toby Hayward & Derek Ward were each entitled to 3,000,000 shares & Dr Susan Thompson was entitled to 5,000,000 of the potential share options with an exercise price of 0.1p per share. Anthony Reeves was awarded 4,000,000 shares options exercisable at 1.25p per share on 13 August 2019.

Directors' and officers' liability insurance

The company has, as permitted by s234 and 235 of the Companies Act 2006, maintained insurance cover on behalf of the directors and company secretary indemnifying them against certain liabilities which may be incurred by them in relation to the company. At the date of this report, the Company has a third-party indemnity policy in place for all Directors.

Substantial Shareholders

As at 31 December 2020, the total number of issued Ordinary Shares with voting rights in the Company was 222,000,000. Details of the Company's capital structure and voting rights are set out in note 11 to the financial statements.

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at the date of approval of this report.

 
 Party Name                      Number of Ordinary                       % of Share Capital 
                                             Shares 
------------------------------  -------------------  --------------------------------------- 
 Capital Resources inc.                  20,000,000                                    9.01% 
 Richard Griffiths                       13,600,000                                    6.13% 
 James Bligh                              8,904,240                                    4.01% 
 Strada FZE                               8,333,333                                    3.75% 
 Prompt Properties Management             8,333,333                                    3.75% 
  Pipal Investment Limited                8,333,333                                    3.75% 
 
 

Financial instruments

Details of the use of the Company's financial risk management objectives and policies as well as exposure to financial risk are contained in the Accounting policies and note 12 of the financial statements.

Dividends

The Directors do not propose a dividend in respect of the year ended 31 December 2020.

Future developments and events subsequent to the year end

Further details of the Company's future developments and events subsequent to the year-end are set out in the Strategic Report on pages 4 to 8.

Corporate Governance

The Governance report forms part of the Directors' Report and is disclosed on pages 14 to 16 .

Going Concern

As set out in the Strategic Report on pages 4 to 8, the current activity of the company is to explore investment opportunities. The Company had GBP59,284 cash as at 31 December 2020 and ongoing operational costs of circa GBP200,000 per annum providing significant headroom to fund costs associated with evaluating acquisitions and investments, including due diligence. As set out on note 18, since the reporting date the company has secured GBP100,000 of convertible loan. The directors have also agreed to further equity issues to raise fund to cover all cost.

On this basis, the Board considers the company to have sufficient resources to remain in operational existence for the foreseeable future.

Principal Activities

The Company's principal activity was to seek an acquisition in the biotech & technology sector with supporting acquisitions/investments to support transformation of the sector. However, in February 2020 the board were granted approval by shareholders to consider acquisitions in all sectors and geographies.

On 20 July 2020 the Company announced it has signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd. The shares are now suspended on the London Stock Exchange pending completion of the reverse takeover.

Auditors

The Board appointed Crowe U.K. LLP as auditors of the Company on November 2018. It has expressed its willingness to continue in office and a resolution to reappoint the firm will be proposed at the Annual General Meeting.

Statement of Directors' responsibilities

The Directors are responsible for preparing the Annual Report alongside the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the of the Company and of the profit or loss of the Company for that year. The Directors are also required to prepare financial statements in accordance with the Listing Rules and the Disclosure and Transparency and Guidance Rules of the FCA of the London Stock Exchange for companies whose shares are admitted to the Standard Segment of the Official List.

In preparing these financial statements, the Directors are required to:

   -       select suitable accounting policies and then apply them consistently; 
   -       make judgments and accounting estimates that are reasonable and prudent; 

- state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Remuneration Committee Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. They are also responsible to make a statement that they consider that the annual report and accounts, taken as a whole, is fair, balanced, and understandable and provides the information necessary for the shareholders to assess the Company's position and performance, business model and strategy.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

Statement of Directors' responsibilities pursuant to Disclosure and Transparency Rules

Each of the Directors, whose names and functions are listed on page 9 confirm that, to the best of their knowledge and belief:

- the financial statements prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and loss of the Company; and

- the Annual Report and financial statements, including the Strategic Report, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face.

Disclosure of Information to Auditors

So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and each Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

The report of the Directors was approved by the Board on 11 May 2021 and signed on its behalf by:

Toby Hayward

Non-Executive Chairman

12 May 2021

Directors Remuneration Report For the 11 Month Period Ended 31 December 2020

Dear Shareholder

In line with the Prospectus the Directors intend, so far as possible given the Company's size and the construction of the Board, to comply with the UK Corporate Governance Code. At this time the Board comprises four members and there is one employee in addition to the Directors. As soon as the Company's business has developed sufficiently, the Directors intend to establish a Remuneration Committee comprising a majority of non-executive directors.

I look forward to setting out a more detailed policy once we are in a position to complete our first acquisition.

Toby Hayward

Non- Executive Chairman

12 May 2021

Governance Report For the 11 Month Period Ended 31 December 2020

Governance Report

Introduction

As a member of the London Stock Exchange Main Market (Standard Listing) the Board of Bermele is not required to comply with the revised UK Corporate Governance Code published by the Financial Reporting Council in July 2018 ("the Code"). However, the Board is committed to maintaining high standards of corporate governance and business ethics. Copies of the Code are available from the Financial Reporting Council's website at www.frc.org.uk .

The Directors recognise the value of the Code and will take necessary measures to ensure that the Company complies, taking into account the Company's size and the nature of its business. This report sets out in broad terms how we comply at this point in time and sets out the reasoning where we are not compliant.

The following statements correspond to the principles set out in the Code.

   1.     Board Leadership and Company Purpose 

It is the Board's responsibility to provide strategic oversight and guidance to ensure the Company is able to create and sustain shareholder value over the long term. For this purpose, the Board encourages an open, respectful and collaborative working environment where all Directors voice their opinions and contribute constructively to the debate.

The Board is committed to maintaining the Company's culture, values and standards. The Company currently has only one employee.

The Board ensures that all key matters affecting the Company are considered and that material risks and opportunities are identified and discussed by the Board.

The Company values the views of its shareholders and recognises their interest in the Company's strategy and performance and Board membership. The Board communicates with its shareholders principally through RNS announcements, the Annual Report, and the Company's website. The non- Executive Directors regularly engage with shareholders during the year. The Non-Executive Directors will have the opportunity to engage directly with shareholders at the AGM and on other occasions if appropriate. The upcoming inaugural AGM will give the Directors the opportunity to report to shareholders on current and proposed operations of the Company and enables shareholders to express their views on the Company's business activities. Committee Chairs will also use the inaugural AGM as a forum to engage with shareholders on significant matters related to their areas of responsibility. The Company's interactions with other stakeholders are outlined in the Section 172 statements of the Strategic Report section of this annual report.

The Company does not presently have a policy on diversity and will look to implement a policy post completion of an acquisition.

   2.     Division of Responsibilities 

The Company's business is directed by the Board which is comprised of a Non-Executive Chairman, and three Non-Executive Directors, all of whom are considered independent immaterial shareholders in the Company . As such, in compliance with the Code, at least half the board are independent. The Board has not appointed a Senior Independent Director contrary to the Code and will do so after completing an acquisition. The Board provides leadership and direction for the Company, sets overall strategy and oversees implementation, ensures appropriate systems and processes are in place to monitor and manage risk and compliance issues and takes responsibility for financial performance and corporate governance.

The Non-Executive Chairman is primarily responsible for the leadership and effectiveness of the Board. The Board's joint responsibilities include leading the development and execution of the Company's long-term strategy, overseeing matters pertaining to the running of the Company and ensuring that the Company meets all legal, compliance and corporate requirements. High level strategic decisions are discussed and taken by the Board with recommendations as appropriate from the Non-Executive Chairman. Operational decisions are also taken by the Board jointly.

The biographical details of the Directors are set out on page 9. The Directors are of the opinion that the Board comprises a suitable balance and that the recommendations of the Code have been implemented to an appropriate level.

During the reporting period, the Board considered all relevant matters within its remit, but focused in particular on the establishment of the Company and the identification of suitable acquisition opportunities for the Company to pursue, the associated due diligence work as required and the decisions thereon.

The Company does not have a CEO and, where appropriate, the Non-Executive Chairman assumes the role of CEO. It is the Board's opinion that the current arrangements are appropriate to the Company at this stage of development and that there are sufficient compliance structures within the Company to ensure that the governance functions that would be part of an independent Chairman's responsibility are met. The Board is satisfied with the balance between Executive and Non-Executive Directors which allows it to exercise objectivity in decision making and proper control of the Company's business. The Board considers its composition appropriate in view of the size and requirements of the Company's business.

The Non-Executive Directors' role is to act as a sounding board to the Non-Executive Chairman and to be available to shareholders as and when necessary. The Non-Executive Directors also provide constructive input and monitor the delivery of strategy within the risk parameters set by the Board. The Board considers the Non-Executive Directors to be independent in character and judgement and that there are no relationships or circumstances which could materially affect or interfere with the exercise of the Non-Executive Directors' strong, independent judgement, knowledge and experience.

It is the responsibility of the Non-Executive Chairman and Company Secretary to ensure the Board members receive sufficient and timely information regarding corporate and business issues to enable them to discharge their duties. The Board is also kept informed of changes in relevant legislation and changing commercial risks with the assistance of the Company's Legal Counsel and auditors.

   3.     Composition, succession and evaluation 

The Board and its governance committees are considered to have the appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively. Further information on the governance committees and its members are available in the annual report.

Directors appointed by the Board are subject to election by shareholders at the Annual General Meeting of the Company following their appointment and thereafter are subject to re-election in accordance with the Company's Articles of Association. The Company currently offers its Directors for re-election by rotation in accordance with its Articles of Association every three years. The Board considers this appropriate given the size of the Board and the benefit of stability and experience in the Board composition. This re-election process will be kept under review. Accordingly, the Company is non-compliant with the Code insofar as all Directors are not subject to annual re-election.

As the Company has not undertaken an acquisition, no formal annual appraisal of the performance of the other Directors is undertaken. A formal process will be undertaken once the Company undertakes and acquisition. Accordingly, Board Evaluations is an area where the Company is not compliant with the provisions of the Code.

   4.     Audit, risk and internal control 

The annual report describes the principal risks for the Company and the Board's view of the Company's position and prospects.

The Board acknowledges its responsibility for a sound system of internal control to safeguard shareholders' investments and the Company's assets. Financial, technical and operational risks are reviewed regularly by the Board and, where appropriate, the Audit and Risk Committee. The annual report describes the Company's internal control framework and risk mitigations.

   5.     Remuneration 

In line with the prospectus the Directors intend, so far as possible given the Company's size and the construction of the Board, to comply with the UK Corporate Governance Code. At this time the Board comprises four members and there is one employee in addition to the Directors. As soon as the Company's business has developed sufficiently, the Directors intend to establish a remuneration committee comprising a majority of Non-Executive Directors

DISCLOSURES REQUIRED BY PUBLICLY TRADED COMPANIES UNDER RULE 7.2.6R OF THE UK LISTING AUTHORITY'S DISCLOSURE AND TRANSPARENCY RULES

The following disclosures are made pursuant to Rule 7.2.6.R of the UK Listing Authority's Disclosure and Transparency Rules (DTR). As at 31 December 2020:

a) Details of significant direct or indirect holdings of securities of the Company are set out in the Directors' Report outlined in this document. The Company is not aware of any agreements between shareholders which may result in restrictions on the transfer of securities or on voting rights.

b) There are no persons who hold securities carrying special rights regarding control of the Company.

   c)     All ordinary shares carry one vote per share without restriction. 

d) The Company's rules about the appointment and replacement of Directors are contained in the company's constitution and accord with the Companies Act 2006. Amendments to the company's constitution must be approved by the Company's shareholders by passing a special resolution.

e) The Company may exercise in any manner permitted by the Companies Act 2006 any power which a public company limited by shares may exercise under the Companies Act 2006. The business of the Company is managed by or under the direction of the Directors. The Directors may exercise all the powers of the Company except any powers that the Companies Act 2006 or the constitution requires the Company to exercise.

f) Subject to any rights and restrictions attached to a class of shares and in compliance with the Companies Act 2006, the Company may allot and issue unissued shares and grant options over unissued shares, on any terms, at any time and for any consideration, as the Directors resolve. This power of the Company can only be exercised by the Directors. The Company may reduce its share capital and buy-back shares in itself on any terms and at any time. However, the Companies Act 2006 sets out certain procedures which must be followed in relation to reductions in share capital and the buy-back of shares.

Employment without discrimination

The Company is committed to recruitment of employees on the basis of aptitude and ability. We hire and promote our people regardless of gender, orientation, origin, creed, disability or any other inappropriate discrimination.

Environmental and social

In our day to day business we commit to comply with applicable environmental laws. The direct impact of our operations is low. We also aim to undertake good housekeeping practices such as reducing energy consumption, using sustainable resources and recycling waste.

This Governance Report was approved by the Board and signed on its behalf by:

Toby Hayward

Non-Executive Chairman

12 May 2021

Nomination Committee Report For the 11 Month Period Ended 31 December 2020

Nomination Committee Report

In line with the prospectus the Directors intend, so far as possible given the Company's size and the construction of the Board, to comply with the UK Corporate Governance Code. At this time the Board comprises four members and there is one employee in addition to the Directors. As soon as the Company's business has developed sufficiently, the Directors intend to establish a Nomination Committee which will comprise of a majority of Non-Executive Directors

Toby Hayward

Non-Executive Chairman

12 May 2021

Audit Committee Report For the 11 Month Period Ended 31 December 2020

Audit Committee

In line with the prospectus the Directors intend, so far as possible given the Company's size and the construction of the Board, to comply with the UK Corporate Governance Code. At this time the Board comprises four members and there is one employee in addition to the Directors. As soon as the Company's business has developed sufficiently, the Directors intend to establish an Audit Committee and a remuneration committee comprising a majority of Non-Executive Directors. To date the responsibilities to be taken on by the Audit Committee have been undertaken by the directors.

Toby Hayward

Non-Executive Chairman

12 May 2021

Independent Auditors Report For the 11 Month Period Ended 31 December 2020

Independent auditor's report to the Members of Bermele Plc

Opinion

We have audited the financial statements of Bermele Plc (the "Company") for the 11 month period ended 31 December 2020 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

-- give a true and fair view of the state of the company's affairs as at 31 December 2020 and of its loss for the period then ended;

-- have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;

   --      have been prepared in accordance with the requirements of the Companies Act 2006. 

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 2.1 to the financial statements concerning the company's ability to continue as a going concern. The financial statements have been prepared on the going concern basis, which depends on the company's ability to raise further financing to cover its ongoing working capital requirements. These conditions, along with other matters explained in note 2.1 to the financial statements, indicate the existence of a material uncertainty which may cast a significant doubt about the company's ability to continue as a going concern. The financial statements do not include adjustments that would result if the company were unable to continue as a going concern.

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors assessment of the company's ability to continue to adopt the going concern basis of accounting included reviewing the terms of the proposed reverse acquisition of East Imperial and the projected working capital requirements of the enlarged group should the transaction successfully complete, discussing the prospects for successful completion and associated equity fundraise with the directors and advisers and considering the options available to the company should the transaction ultimately not proceed.

Our responsibilities and the responsibilities of the directors with respect to going concern are described on the relevant sections of this report.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be GBP25,600 (Year ended 31/01/2020: GBP31,900), based on approximately 5% of normalised net loss before tax.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the Audit Committee to report to it all identified errors more than GBP1,280 (Year ended 31/01/2020: GBP1,595). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

   Overview of   the scope of our audit 

Bermele Plc is the only component included in the scope of the audit. Its location is London, United Kingdom.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. We have determined the matters described in the 'Material uncertainty related to going concern' section of this report to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the 'Auditor's responsibilities for the audit of the financial statements' section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matter, provide the basis for our audit opinion on the accompanying financial report.

Other information

The Directors are responsible for the other information contained within the annual report. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion based on the work undertaken in the course of our Audit

-- the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

-- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-- the parent company financial statements are not in agreement with the accounting records and returns; or

   --               certain disclosures of directors' remuneration specified by law are not made; or 
   --               we have not received all the information and explanations we require for our audit 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals and reviewing accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

We were appointed by management on 15 March 2019 to audit the financial statements for the period ended 31 December 2020. Our total uninterrupted period of engagement is 3 years, covering the period ended 31 December 2020.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the company in conducting our audit.

Our audit opinion is consistent with the additional report to management.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Bullock

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor

London

12 May 2021

Statement of Comprehensive Income For the 11 Month Period Ended 31 December 2020

 
 
                                                                                 31 December 2020    31 January 2020 
                                                                         Note                 GBP                GBP 
 Continuing operations 
 Listing & Reverse Takeover expenses                                                    (247,016)          (176,135) 
 Administrative expenses                                                                (265,113)          (370,262) 
                                                                               ------------------  ----------------- 
 Operating loss                                                                         (512,129)          (546,397) 
                                                                               ------------------  ----------------- 
 
 Shares Based Payment                                                                    (25,994)           (92,160) 
 Finance income                                                                                 -                  - 
 Loss before tax                                                                        (512,129)          (638,557) 
                                                                               ------------------  ----------------- 
 
 Taxation                                                                6                      -                  - 
 Loss after tax and total comprehensive loss for the period 
  attributable to the equity owners                                                     (538,123)          (638,557) 
                                                                               ==================  ================= 
 
 
 Loss per share 
 
 Basic and diluted (pence per share)                                     7                 (0.24)             (0.37) 
                                                                               ------------------  ----------------- 
 
 
 
 
 
 

The above results were derived from continuing operations.

The notes on pages 27 to 36 form part of these financial statements.

Statement of Financial Position For the 11 Month Period Ended 31 December 2020

 
 Company Number: 10973102                      As at         As at 
                                         31 December    31 January 
                                                2020          2020 
                                Note             GBP           GBP 
 ASSETS 
 Current assets 
 Trade and other receivables     8           265,812        15,503 
 Cash and cash equivalents       9            59,284       490,988 
 Total current assets                        325,096       506,491 
                                      --------------  ------------ 
 
 Total assets                                325,096       506,491 
                                      --------------  ------------ 
 
 LIABILITIES 
 Current liabilities 
 Trade and other payables        10          174,484        65,325 
 Taxation                                          -             - 
                                      --------------  ------------ 
 Total current liabilities                   174,484        65,325 
                                      --------------  ------------ 
 
 Total liabilities                           174,484        65,325 
                                      --------------  ------------ 
 
 NET ASSETS                                  150,612       441,166 
                                      ==============  ============ 
 
 EQUITY 
 Share Capital                   11          222,000       200,000 
 Share Premium                             1,098,000       900,000 
 Share Option Reserve                        118,154        92,160 
 Accumulated Losses                      (1,289,117)     (750,994) 
 Convertible Loan Reserve        14            1,575             - 
 
 Total equity                                150,612       441,166 
                                      ==============  ============ 
 
 
 

The financial statements were approved by the Board of Directors and authorised for issue on 12 May 2021.

Toby Hayward,

Non-Executive Chairman

The notes on pages 27 to 36 form part of these financial statements.

Statement of Changes in Equity For the 11 Month Period Ended 31 December 2020

 
                    Share Capital   Share Premium      Share Option       Convertible       Accumulated   Total Equity 
                                                            Reserve      Loan Reserve            Losses 
                              GBP             GBP               GBP               GBP               GBP            GBP 
 
 As at 31 January 
  2019                    100,001               -                 -                 -         (112,437)       (12,436) 
 
 Comprehensive 
 income 
 Loss for the 
  period                        -               -                 -                 -         (638,557)      (638,557) 
                   --------------  --------------  ----------------  ----------------  ----------------  ------------- 
 Transactions 
 with owners 
 Share Based 
  Payment                       -               -            92,160                 -                 -         92,160 
 Issue of 
  ordinary shares          99,999         900,000                 -                 -                 -        999,999 
 As at 31 January 
  2020                    200,000         900,000            92,160                 -         (750,994)        441,166 
                   ==============  ==============  ================  ================  ================  ============= 
 
 
                    Share Capital   Share Premium      Share Option       Convertible       Accumulated   Total Equity 
                                                            Reserve      Loan Reserve            Losses 
                              GBP             GBP               GBP               GBP               GBP            GBP 
 
 As at 31 January 
  2020                    200,000         900,000            92,160                 -         (750,994)      (441,166) 
 
 Comprehensive 
 income 
 Loss for the 
  period                        -               -                 -                 -         (538,123)      (538,123) 
                   --------------  --------------  ----------------  ----------------  ----------------  ------------- 
 Transactions 
 with owners 
 Share Based 
  Payment                       -               -            25,994                 -                 -         25,994 
 Issue of 
  ordinary shares          22,000         198,000                 -                 -                 -        220,000 
 Issue of 
  Convertible 
  Loan                          -               -                 -             1,575                 -          1,575 
 As at 31 
  December 2020           222,000       1,098,000       118,154                 1,575       (1,289,117)        150,612 
                   ==============  ==============  ================  ================  ================  ============= 
 
 
 
 
 

The notes on pages 27 to 36 form part of these financial statements.

Statement of Cash Flows For the 11 Month Period Ended 31 December 2020

 
                                               31 December             31 January 
                                                202 2020                     2020 
                                                                GBP           GBP 
 
 Cash flows from operating activities 
 
 Operating loss                                           (512,129)     (638,557) 
 Adjustments to cash flows from non-cash 
  items 
  Share Based Payment                                             -        92,160 
 Convertible Loan Reserve                                     1,575             - 
 
                                                          (510,554)     (528,397) 
 Changes in working capital 
 Increase in trade and other receivables                      (309)        24,723 
 Increase in trade and other payables                        10,734      (14,166) 
                                              ---------------------  ------------ 
 Net cash Outflow from operating activities               (500,129)     (517,840) 
                                              ---------------------  ------------ 
 
 Cash flows from investing activities 
 Issue of Convertible Loan to East                        (250,000)             - 
  Imperial Limited 
 Granting of Convertible Loan from                           98,425             - 
  Pascal Hughes 
 Net cash generated from investing                          651,704             - 
  activities 
                                              ---------------------  ------------ 
 
 Cash flows from financing activities 
 Proceeds from issue of shares, net 
  of issue costs                                            220,000     1,000,000 
                                              ---------------------  ------------ 
 Net cash generated from financing 
  activities                                                220,000     1,000,000 
                                              ---------------------  ------------ 
 
 Net increase in cash and cash equivalents                (431,704)       482,160 
 Cash and cash equivalents at the 
  beginning of the period                                   490,988         8,828 
                                              ---------------------  ------------ 
 Cash and cash equivalents at the 
  end of the period                                          59,284       490,988 
                                              =====================  ============ 
 
 

The notes on pages 27 to 36 form part of these financial statements.

Notes Forming Part of the Financial Statements For the 11 Month Period Ended 31 December 2020

   1.     Company information 

Bermele plc is a public company listed on the London Stock Exchange in England and Wales.

The company is domiciled in England and Wales and its registered office is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR.

The principal activity of the Company is that of identifying and acquiring investment projects.

Bermele plc is trading on the Main Market of the London Stock Exchange. Shares are currently suspended pending an acquisition of the entire issued share capital of East Imperial Pte. Ltd. ("East Imperial").

   2.     Summary of significant accounting policies 

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

   2.1   Basis of preparation 

These financial statements of the Company have been prepared on a going concern basis in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations issued by the International Accounting Standards Board (IASB) and adopted by the European Union, in accordance with the Companies Act 2006.

Measurement bases: The financial statements have been prepared under the historical cost convention. 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 adopted IFRS requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 3.

The accounting reference has been changed from 31 January to 31 December, resulting in the current accounting period being 11 months so the 12 month comparative period may not be comparable. This change has occurred so that the company's yearend date is aligned with East Imperial.

Going concern

On 20 July 2020, the Company announced it had signed Heads of Terms to acquire the entire issued share capital of East Imperial. During the financial period, the company subscribed GBP250,000 loan notes to East Imperial.

Although the company signed a legally binding exclusivity agreement in relation to the acquisition with East Imperial, at the date of approval of these financial statements the possible takeover is subject, inter-alia, to the completion of due diligence, documentation, and compliance with all regulatory requirements, including the listing and prospectus Rules and as required, the takeover code. Should the acquisition proceed, the acquisition will be entirely for shares with no cash consideration paid. The transaction will necessitate the raising of new equity funds in order to meet the full anticipated cost of the transaction and to provide working capital finance for the proposed enlarged group following the transaction.

The Company had GBP59,284 cash as at 31 December 2020 and ongoing operational costs of circa GBP200,000 per annum. , including due diligence. As set out on note 18, after the reporting date the company has issued GBP100,000 of convertible loan to assist with funding of running costs and costs of the proposed acquisition of East Imperial Further, the directors have agreed to further equity issues to raise funds to cover all cost.

On this basis, the Board considers the company to have sufficient resources to remain in operational existence for the foreseeable future. However, the successful completion of the proposed acquisition and associated fundraise is not guaranteed and this represents a material uncertainty.

2.2 Functional and presentation currency

The financial information is presented in the functional currency, pounds sterling ("GBP") except where otherwise indicated.

2.3 New standards, amendments, and interpretations

Bermele's financial statements are 11 months to 31 December 2020. So, this was the first year that a number of standards, amendments to standards, and interpretations which have been issued by the IASB. The most significant of these is as follows, which are all effective for the period beginning 1 January 2020:

- IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Definition of Material)

   -     IFRS 3 Business Combinations (Amendment - Definition of Business); 
   -     Revised Conceptual Framework for Financial Reporting. 

2.4 Segment reporting

Identifying and acquiring investment projects is the only activity the Company is involved in and is therefore considered as the only operating segment.

The financial information of the single segment is the same as that set out in the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the Statement of Cash Flows.

2.5 Net finance income

Finance income comprises interest receivable on funds invested and other interest receivable. Interest income is recognised in profit or loss as it accrues using the effective interest method.

2.6 Financial instruments

Financial instruments are recognised in the statements of financial position when the Company has become a party to the contractual provisions of the instruments.

Financial instruments are classified as assets, liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability are reported as an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.

2.7 Financial assets

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Subsequent measurement of debt instruments depends on the group's business model for managing the asset and the cash flow characteristics of the asset. There are two measurement categories into which the group classifies its debt instruments:

Amortised cost

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.

The Company's financial assets held at amortised cost comprise solely of cash and cash equivalents in the statement of financial position. The cash and cash equivalents in the statement of financial position is entirely made up of deposits held with Metro Bank Plc, a counterparty with independent credit ratings of a minimum of BB.

Fair value through profit and loss

Assets that do not meet the criteria for amortised cost or fair value through OCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss and presented net within other gains/(losses) in the period in which it arises.

The Company's financial assets held at fair value through profit and loss comprise solely of convertible loan receivable in the statement of financial position.

2.8 Financial Liabilities

The Company classifies its financial liabilities in the category of financial liabilities at amortised cost. All financial liabilities are recognised in the statement of financial position when the Company becomes a party to the contractual provision of the instrument. Trade and other payables are included in this category.

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

2.9 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classified as equity.

   -       The share capital account represents the nominal value of the shares issued. 

- The share premium account represents premiums received on the initial issuing of the share capital. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds, net of tax.

- Accumulated losses include all current period results as disclosed in the Statement of Comprehensive Income.

2.10 Income tax

Income tax for the period presented comprises current and deferred tax. Income tax is recognised in the profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Deferred income tax is recognised on temporary differences arsing between the tax bases of assets and liabilities and their carrying amounts.

2.11 Share-based payments

Where share options are awarded to directors or employees, the fair value of the options at the date of grant is charged to the Statement Of Comprehensive Income over the vesting period. Non-market vesting conditions are considered by adjusting the number of equity instruments expected to vest at period ended 31 December 2020 so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. No charge will be made for the Value Creation Plan until such time the Company completes an acquisition.

2.12 Non-recurring costs

Non-recurring costs are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Company. They are items that are material, either because of their size or their nature and are presented within the line items to which they best relate.

2.13 Government grants

Government assistance was claimed during the year as entitled under the Coronavirus Job Retention Scheme (CJRS). CJRS is a furlough scheme administered by Her Majesty's Revenue & Customs (HMRC). The scheme allowed companies to reclaim up to 80% of employment costs for employees who might otherwise have been subject to redundancy as a result of downturn in trade caused by the Coronavirus pandemic.

Any amounts received in the year are recorded against administrative expenses.

The assistance provided was unconditional, outside of the obligation to pay a minimum of the amount received over to affected employees, that these employees would no longer be required to perform any duties whilst furloughed and that they were retained in the company's employ for the period of each claim. There are no other contingencies that apply to the amounts received.

3. Significant judgments and estimates

The preparation of the Company's financial statements under IFRS as endorsed by the EU requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the Statement Of Financial Position as at 31 December 2020, amounts reported for revenues and expenses during the period, and the disclosure of contingent liabilities at the reporting date.

Estimates and judgements are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Directors consider that there are no critical accounting judgements or estimates relating to the financial information of the Company.

   4.      Directors and employees 

Staff costs for the Company for the period:

 
                                         31 December   31 January 
                                          2020          2020 
 
 Staff costs (including directors): 
 Wages and salaries                          133,000      115,000 
 Social security costs                         6,681        7,005 
 HMRC JRS                                   (47,278) 
 Other pension costs                           3,300        3,244 
                                        ------------  ----------- 
                                              95,703      125,249 
  ====================================  ============  =========== 
 

Average monthly number of people (including all directors) employed by activity:

 
                                         31 December           31 
                                                2020            January 
                                                                2020 
                                                 No.                  No. 
 Directors                                         4                    4 
 Management and administration                     1                    1 
                                   -----------------  ------------------- 
                                                   5                    5 
  ===============================  =================  =================== 
 

Directors' emoluments:

 
                                 31 December 2020      31 January 2020 
                                  GBP                          GBP 
Directors' emoluments: 
Salaries and fees                78,000                         64,000 
                                  78,000                        64,000 
  ===========================  ===================  ================== 
 
 
                                  31 December 2020     31 January 2020 
                                  GBP                          GBP 
Highest paid Director 
Salaries and Pension Costs       22,000                         18,400 
                                  22,000                        18,400 
  ===========================  ===================  ================== 
 
   5.      Loss before income tax 

The loss in the financial statements is stated after charging:

 
                                              31 December 2020   31 January 2020 
                                                           GBP               GBP 
 Legal Fees & Regulatory fees                           29,498            56,847 
 Listing Fees & Reverse Takeover Fees                  247,016           176,135 
  Fees for Company's audit                              15,000            18,000 
 
 
   6.      Taxation 

No liability to corporation tax arose for the period ended 31 December 2020 and year ended 31 January 2020.

 
                                                            31 December 2020   31 January 2020 
                                                                         GBP         GBP 
 Reconciliation of effective tax rate 
 
   Loss before tax                                                 (512,129)         (638,537) 
 Tax at the UK corporation tax rate of 19% (2020: 19%)              (97,286)         (121,322) 
 Unrecognised deferred tax                                            97,286           121,322 
                                                                           -                 - 
 
 

The Company has incurred indefinitely available tax losses of GBP240,014 (2020: GBP142,728) to carry forward against future taxable income. No deferred tax asset was recognised in respect to these accumulated tax losses as there is insufficient evidence that the amount will be recoverable in future year.

   7.      Loss per share 

The loss per share has been calculated using the loss for the period after tax attribution to the equity holders of the company, by the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the period, as follows:

 
                                                                    31 December 2020   31 January 2020 
                                                                                   p                 p 
 Loss for period attributable to equity holders of the Company          (538,123,00)      (638,557,00) 
 Weighted average number of ordinary shares                              220,814,372       164,931,507 
                                                                   -----------------  ---------------- 
 Loss per share                                                               (0.24)            (0.37) 
                                                                   =================  ================ 
 
   8.      Trade and other receivables 
 
                                            31 December 2020   31 January 2020 
                                                         GBP               GBP 
 
 Amounts falling due within one year: 
 Prepayments                                           7,884             9,898 
 Other receivables                                   257,928             5,605 
                                                     265,812            15,503 
 ======================================  ===================  ================ 
 
 

It is the Company's policy to assess receivables for recoverability based on historical data available to management in addition to forward looking information utilising management's knowledge. The Directors consider that the carrying amount of trade and other receivables is approximately equal to their value.

Other receivables comprise of GBP250,000 convertible loan given to East Imperial Limited, this will be converted into shares on the completion of the reverse takeover, or repayable in cash should the acquisition not proceed.

VAT due on expenses incurred during the period and GBP7,928 was recovered by 7 January 2021.

   9.      Cash and cash equivalents 
 
                   31 December   31 January 
                          2020         2020 
                                        GBP 
 Cash at bank        59,284         490,988 
                  ------------  ----------- 
                     59,284         490,988 
  ==============  ============  =========== 
 

All bank balances are denominated in pounds sterling. The Directors consider that the carrying value of cash and cash equivalents represents their fair value.

   10.    Trade and other payables 
 
                                                                                     31           31 January 
                                                                                     December      2020 
                                                                                     2020 
                                                                                        GBP          GBP 
 Amounts falling due within one year: 
 Trade Payables                                                                          19,450       42,192 
 Convertible Loan- Pascal Hughes                                                         98,425            - 
 Other Payables                                                                          24,609        5,133 
 Accruals                                                                                32,000       18,000 
                                                                                    -----------  ----------- 
                                                                                        174,484       65,325 
       ===========================================================================  ===========  =========== 
 
              The fair value of trade and other payables is considered by the Directors not to be materially 
                                                                           different to the carrying amount. 
 
 
   11.    Share capital 
 
                                     Number of   Share Capital   Share premium 
                                        Shares             GBP             GBP 
 Issued and fully paid Ordinary 
  shares of 0.001p each 
 At 31 December 2020               222,000,000         222,000       1,098,000 
                                  ============  ==============  ============== 
 

The Company was incorporated on 20 September 2017. On incorporation, 10,000,000 Ordinary Shares were issued at the par value of GBP0.001 each.

On 25 July 2018, the Company issued a further 90,000,000 Ordinary Shares at a par value of GBP0.001 each.

A further 100,000,000 Ordinary Shares were issued on listing at 9 May 2019.

A further 22,000,000 Ordinary Shares were issued on 13 February 2020.

Voting rights

The holders of ordinary shares are entitled to one voting right per share.

Dividends

The holders of ordinary shares are entitled to dividends out of the profits of the Company available for distribution.

   12.    Financial instruments 

Financial assets

Financial assets measured at amortised cost comprise cash and cash equivalents, as follows:

 
                   31 December 2020   31 January 2020 
                                GBP               GBP 
 Cash at bank                59,284           490,988 
                  -----------------  ---------------- 
                             59,284           490,988 
  ==============  =================  ================ 
 

Financial liabilities

Financial liabilities measured at amortised cost comprise trade and other payables, as follows:

 
                                     31 December 2020   31 January 2020 
                                                  GBP               GBP 
 Trade payables                                19,450            42,192 
 Convertible Loan-Pascal Hughes                98,425                 - 
 Other payables                                24,609             5,133 
 Accruals                                      32,000            18,000 
                                              174,484            65,325 
  ================================  =================  ================ 
 
 

The Company's major financial instruments include bank balances and amounts payable 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 the Board of Directors. The Company uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed.

Liquidity risk

Liquidity risk arises seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs.

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 (note 2). Controls over expenditure are carefully managed in order to maintain its cash reserves whilst it targets a suitable transaction. Financial liabilities are all due within one year.

The COVID-19 pandemic resulted in a significant fall in the value of global stock markets during March 2020. The pandemic has created a unique environment, which adds additional challenges for any companies seeking future funding from the capital markets.

Credit risk

The Company's credit risk is its cash balance and the convertible shares. 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.

In November, Bermele entered a convertible loan of GBP100,000 with a private investor, which is for a fixed term of 12 months and carries no interest, is repayable or convertible at the Lender's discretion into new Ordinary Shares in the Company at 0.6 pence per share.

The company feel it would have sufficient funds by November 2021 if the investor requests the funds instead of issuance of Ordinary Shares.

Capital risk Management

The Company's objective when managing capital are:

- To safeguard the Companies ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;

   -       To support the Companies growth; and 

- To provide capital for the purpose of strengthening the Companies risk management capability

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. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

Bermele plc is in talks to acquire the entire issued share capital of East Imperial Pte. Ltd. The acquisition costs will be payable through the issuance of new ordinary shares. The Board continues to prudently manage its cash risks and has minimised ongoing operating costs in light of the Acquisition.

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.

   13.    Share Options and Warrants 

The Company's fair values equity settled share based payments transaction through the black Scholes model.

The Company operates share-based payments arrangement to remunerate Directors and key employees in the form of a share option scheme. Equity based share payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value is determined at the grant date of the equity-settled share based payments is expensed on a straight line basis over the vesting period, based on the Companies estimates of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

 
                      Director                                Number of Unapproved Options 
                                                              held in relation to Ordinary 
                                                                                    Shares 
                      Toby Hayward                                               3,000,000 
                      Susan Thompson                                             5,000,000 
                      Derek Ward                                                 3,000,000 
                      Total                                                     11,000,000 
 
 

Unapproved options (being non-tax advantaged options) to subscribe for the following numbers of Ordinary Shares at not less than 0.1 pence per Share:

11,000,000 unapproved share options were issued to the above Directors on the 24 April 2019. The options have an exercise price of 0.1 p per share and a 3-year exercise period from the date of the reverse takeover. The fair value of the options was determined as 0.90p per share.

4,000,000 options under an EMI share options scheme were issued to an employee on the 24 April 2019. The options have an exercise price of 0.1 p per share and a 3-year exercise period from the date of the reverse takeover. The fair value of the options was determined as 0.90p per share.

4,000,000 unapproved share options were issued to Anthony Reeves in 2019. The options have an exercise price of 1.25p per share and a 3 year exercise period from date of the Reverse Takeover. The fair value of the options was determined as 0.43p per share.

500,000 Ordinary Shares Shakespeare Martineau warrants were issued on the 24 April 2019. The warrants have an exercise price of 1p per share and a 2 year exercise period from vesting at the date of the reverse Takeover. The fair value of the options was determined as 0.28p per share.

 
                       2020                                 2020       2020 
                        Unapproved             2020          Existing   Shakespeare 
                        options                EMl options   director   Martineau 
                                                             Options    warrants 
---------------------  -----------  ----------------------  ---------  ------------ 
Grant date share 
 price                 1p           1p                      1.25p      1p 
Exercise price         0.1p         0.1p                    1.25p      1p 
No. of share options   11,000,000   4,000,000               4,000,000  500,000 
Risk free rate         0.1%         0.1%                    0.1%       0.1% 
Expected volatility    50%          50%                     50%        50% 
Expected option life   3 years      3 years                 3 years    2 years 
 

14. Convertible Loan Reserve

Bermele plc issued GBP 100,000 convertible Loan on 4 November 2020. the notes are convertible into ordinary shares of the entity, at the option of the holder, or repayable in 12 months on 3 November 2021 and carries no interest, is repayable or convertible at the Lender's discretion into new Ordinary Shares in the Company at 0.6 pence per share.

 
                                                          31 December 2020   31 January 2020 
                                                                       GBP               GBP 
 Face Value of the convertible Loan                                100,000                 - 
 Other equity securities-Value of conversion Right.                (1,575)                 - 
                                                                    98,425                 - 
                                                         =================  ================ 
 

The initial fair value of the liability portion of the convertible loan was determined using a present value calculation. The liability is subsequently recognised on an amortised cost basis until extinguished on conversion or issuance of shares. The remainder of the proceeds is allocated to the conversion option and recognised in equity, and not subsequently remeasured.

15. Related party transactions

The Company's related parties are the Directors of the Companies. The remuneration of Directors are as follows:

 
                                                       31 December 2020 
 Directors emoluments, including salary and fees:                   GBP 
 Toby Hayward                                                    12,000 
 Derek Ward                                                      22,000 
 Dr Susan Thomas                                                 22,000 
 Anthony Reeves                                                  22,000 
                                                                 78,000 
  ==================================================  ================= 
 
 

16. Ultimate controlling party

The Company has no ultimate controlling party.

17. Subsequent events

The Company is pending completion of the potential acquisition of East Imperial Pte. Ltd as announced by the Company on 20 July 2020. Preparations for the publication of a prospectus and admission of the enlarged group to trading on the London Stock Exchange are well advanced. The transaction remains conditional, inter alia, on consent from the Financial Conduct Authority for the re-admission of the enlarged share capital to the Official List (by way of Standard Listing under Chapter 14 of the Listing Rules).

   18.   Post Balance Sheet Events 

The Board has entered a convertible loan of GBP100,000 with a private investor, which is for a fixed term of 12 months and carries no interest, is repayable or convertible at the Lender's discretion into new Ordinary Shares in the Company at 0.6 pence per share.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FR QLLFFFELLBBV

(END) Dow Jones Newswires

May 13, 2021 02:00 ET (06:00 GMT)

Grafico Azioni Bermele (LSE:BERM)
Storico
Da Ott 2021 a Nov 2021 Clicca qui per i Grafici di Bermele
Grafico Azioni Bermele (LSE:BERM)
Storico
Da Nov 2020 a Nov 2021 Clicca qui per i Grafici di Bermele