TIDMBERM

RNS Number : 8182H

Bermele PLC

07 December 2020

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  7 December 2020 
 

Bermele plc

("Bermele" or the "Company")

Unaudited interim results for the six months ended 31 July 2020

Bermele plc announces its unaudited interim results for the six months ended 31 July 2020. A pdf version of these results 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 
 

BERMELE PLC

Interim Management Report

For the Period 1 February 2020 to 31 July 2020

 
 
 

Overview

This has been an exciting 6 months for the Company, which, on 20 July 2020 announced it had signed Heads of Terms to acquire the entire issued share capital of East Imperial Pte. Ltd (the "Reverse Takeover"). The trading in the Company's shares and its Listing on the London Stock Exchange is currently suspended, until such time as the Reverse Takeover is completed or has been terminated.

The Company incurred a loss for the period ended 31 July 2020 of GBP210,818. The loss for the period results from the on-going administrative expenses of GBP210,818 reflecting the payroll, cost of being listed and the pursuit and expenses relating to the Reverse Takeover.

The Board continues to prudently manage its cash resources and has minimised ongoing operating costs in light of the Reverse Takeover.

Cash Flow and Net Debt

The company's cash balance as at 31 July 2020 was GBP233,738 and it had no debt as at 31 July 2020. In November 2020, the Company raised GBP100,000 through a Convertible Loan.

Dividends

The directors have not declared an interim dividend for the six months ended 31 July 2020.

Current Trading and Outlook

The Company is in the process of acquiring the entire issued share capital of East Imperial Pte. Ltd. The acquisition and balance of associated costs will be payable through the issuance of new ordinary shares. The transaction with East Imperial is progressing well and the directors believe the outlook is positive.

Risk and uncertainties

The economic environment has changed materially during the six month period following the onset of the global COVID-19 pandemic. The rapid development and fluidity of the COVID-19 virus make it difficult to predict its financial impact, but it may impact the Company's ability to raise further capital.

Completion of the Reverse Takeover will require further funding from new or existing shareholders.

Statement of directors' responsibilities in respect of the interim results

The Directors; being Toby Hayward; Derek Ward; Dr Sue Thompson and Anthony Reeves (all Non-Executive) confirm that the set of interim financial statements has been prepared in accordance with international Accounting Standard 34 "interim financial reporting", as adopted by the European Union and that interim report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely an indication of important events that have occurred during the first six months the financial year; and material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

BERMELE PLC

Condensed Statement of Comprehensive Income (Unaudited)

For the Period 1 February 2020 to 31 July 2020

 
 
                                                     6 Month Period        6 Month 
                                                       to 31 July          Period to 
                                                          2020              31 July 
                                                                             2019 
                                                       (Unaudited)        (Unaudited) 
                                              Notes       GBP                GBP 
 
 
  Administrative expenses                                 (210,818)         (292,384) 
 
OPERATING LOSS                                            (210,818)         (292,384) 
Interest payment                                                  -                 - 
 
LOSS AND TOTAL COMPREHENSIVE LOSS 
 FOR THE FINANCIAL PERIOD                                 (210,818)         (292,384) 
                                                     ==============      ============ 
 
 
The notes on Page 7 form part of these Financial 
 Statements 
 
Basic and diluted earnings per share 
 
Basic and diluted (pence per share)             3        (0.19)             (0.46) 
                                                     ==============      ============ 
 
 
 
 

BERMELE PLC

Condensed Statement of Financial Position (Unaudited)

As at 31 July 2020

 
 
 
 
                                             As at 31 July          As at 31 Jan 2020 
                                                  2020 
                                              (Unaudited)               (Audited) 
                                   Notes    GBP        GBP           GBP        GBP 
CURRENT ASSETS 
Cash at bank and in hand             4     223,738                  681,820 
Debtors                              5     254,759                   13,976 
 
                                           478,497                  695,796 
Creditors: Amounts Falling 
 Due Within One Year                 6    (28,149)                    (617) 
 
NET CURRENT ASSETS (LIABILITIES)                      450,348                  695,179 
 
TOTAL ASSETS LESS CURRENT 
 LIABILITIES                                          450,348                  695,179 
 
NET ASSETS                                            450,348                  695,179 
                                                    =========                ========= 
 
CAPITAL AND RESERVES 
Called Up share Capital              7                222,000                  200,000 
Share Premium                                       1,098,000                  900,000 
Share Option Reserve                                   92,160                        - 
Profit and Loss Account                             (961,812)                (404,821) 
 
SHAREHOLDERS' FUNDS                                   450,348                  695,179 
                                                    =========                ========= 
 
 

BERMELE PLC

Condensed Statement of Changes in Equity (Unaudited)

For the Period 1 February 2020 to 31 July 2020

 
                          Share          Share   Share Based   Accumulated   Total Equity 
                         Capital        Premium     Payment          Losses 
                             GBP            GBP           GBP           GBP            GBP 
 
   As at 31 
    January 2019         100,001              -             -     (112,437)       (12,436) 
 
   Comprehensive 
   income 
   Loss for the 
    period                     -              -             -     (292,384)      (292,384) 
                   -------------  -------------  ------------  ------------  ------------- 
   Transactions 
   with owners 
   Issue of 
    ordinary 
    shares                99,999        900,000             -             -        999,999 
   Share based                 -              -             -             -              - 
   payment 
   expense 
   As at 31 July 
    2019                 200,000        900,000             -     (404,821)        659,179 
                   =============  =============  ============  ============  ============= 
 
 
    As at 31 
    January 2020         200,000        900,000        92,160     (750,994)      (441,166) 
   Comprehensive 
   income 
   Loss for the 
    period                     -              -             -     (210,818)      (638,557) 
                   -------------  -------------  ------------  ------------  ------------- 
   Transactions 
   with owners 
   Issue of 
    ordinary 
    shares                22,000        198,000             -             -      1,320,000 
   Share based                 -              -             -             -              - 
   payment 
   expense 
   As at 31 July 
    2020                 222,000      1,098,000        92,160     (961,812)        450,348 
                   =============  =============  ============  ============  ============= 
 

BERMELE PLC

Condensed Statement of Cash Flow Forecast (Unaudited)

For the Period 1 February 2020 to 31 July 2020

 
 
 
 
The financial statement of cash flows of the Company for the period from 1 February 2020 - 
 31 July 2020 is as follows: 
 
                                                   Period ended   Period ended 
                                                        31 July        31 July 
                                                           2020           2019 
                                                    (Unaudited)    (Unaudited) 
                                                            GBP            GBP 
 
  Cash flows from operations 
                                                  -------------  ------------- 
  Loss for the period                                 (210,818)      (292,384) 
                                                  -------------  ------------- 
  Decrease in trade payables                           (37,176)       (21,984) 
                                                  -------------  ------------- 
  Decrease in Receivables                             (239,255)       (12,639) 
                                                  -------------  ------------- 
 
  Cash flows from financing activities                (487,250)      (327,007) 
                                                  -------------  ------------- 
 
  Proceeds from issue of share capital/Ordinary 
   Shares to be issued                                  220,000        999,999 
                                                  -------------  ------------- 
 
  Net cash flow in the period                           267,250        672,992 
                                                  -------------  ------------- 
 
  Cash and cash equivalents at the beginning 
   of the period                                        490,988          8,828 
                                                  -------------  ------------- 
  Cash and cash equivalents at the end of the 
   period                                               223,738        681,820 
                                                  -------------  ------------- 
 

BERMELE PLC

Notes to the Condensed Interim Financial Statements

For the Period 1 February 2020 to 31 July 2020

 
 
 

1. Accounting Policies

1.1. Basis of Preparation of Interim Financial Statements

The condensed financial statements have been prepared in accordance with IAS 34 "Half Year Financial Reporting" as adopted by the European Union and the Disclosure and Transparency Rules of the Financial Conduct Authority. These condensed financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006, do not include all the notes of the type normally included in an annual financial report and have not been audited or reviewed by the auditors pursuant to the Financial Reporting Council guidance on Review of Interim Financial Information. Accordingly, this report should be read in conjunction with the annual report for the year ended 31 December 2019 (the "Annual Financial Statements"), which has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). The Annual Financial Statements constitute statutory accounts as defined in section 434 of the Companies Act 2006 and a copy these statutory accounts has been delivered to the Registrar of Companies. The auditor's report on those statutory accounts was unqualified, drew attention to a material uncertainty in relation to going concern by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The accounting policies adopted in the preparation of the condensed financial statements are consistent with those used to prepare the financial statements for the year ended 31 December 2019 and those applicable for the year ended 31 December 2020. The preparation of the condensed financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed financial statements, the significant judgements made by management in applying the accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Annual Financial Statements described above. The condensed financial statements have been prepared on a going concern basis, under the historical cost convention.

2. Going Concern

The Company had cash of GBP223,738 as at 31 July 2020 and ongoing operational costs of circa GBP200,000 per annum. On this basis, the Board considers the company to have sufficient resources to remain in operational existence for the foreseeable future, however, completion of the Reverse Takeover will require further funding from new or existing shareholders.

3. Loss per share - basic and diluted

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:

 
                                                 6 Months Period to 31 July 2020   6 Months Period to 31 July 2019 
                                                                             GBP                               GBP 
 Loss for period attributable to equity 
  holders of the Company                                               (210,818)                         (292,384) 
 Weighted average number of ordinary shares                          108,394,521                        63,561,644 
                                                --------------------------------  -------------------------------- 
 Loss per share                                                           (0.19)                            (0.46) 
                                                ================================  ================================ 
 

4. Cash and cash equivalents

 
                   As at 31 July 2020   As at 31 Jan 20120 
                          GBP                  GBP 
 Cash at bank           223,738                    681,820 
                  -------------------  ------------------- 
                        223,738                    681,820 
  ==============  ===================  =================== 
 

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

BERMELE PLC

Notes to the Condensed Interim Financial Statements

For the Period 1 February 2020 to 31 July 2020

 
 
 

5. Debtors

 
                                       As at 31   As at 31 
                                       July 2020   Jan 2020 
                                         GBP         GBP 
Due within one year 
Prepayments and accrued income             3,398     13,976 
Convertible Loan- East Imperial Ltd      250,000          - 
VAT                                       13,976          - 
 
                                         254,759     13,976 
 
 

The Company entered into an agreement in July 2020 to subscribe for 250,000 Secured Convertible Loan Notes 2020 of GBP1 each with East Imperial (the "Loan Notes"). Under the terms of the Loan Notes, Bermele has the right to convert the Loan Notes into shares in East Imperial at a 40% discount to the price of a change of control event, such as the proposed Acquisition.

In the event that the Acquisition does not proceed, the Loan Notes are repayable at Bermele's election after 12 months, with an accrued interest rate of 5% per annum. The Loan Notes are secured against the assets of East Imperial.

6. Creditors: Amounts Falling Due Within One Year

 
                   As at 31   As at 31 
                   July 2020   Jan 2020 
                     GBP         GBP 
Trade creditors       10,149        617 
Accruals              18,000          - 
 
                      28,149        617 
 
 

7. Share Capital

 
           GBP 
 
            As at 31 January 2020 1,100,000 
            Issue of Capital 220,000 __________ 
            As at 31 July 2020 1,320,000 
            __________ 
 
 
            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 at GBP0.001 per share 
 
            On 9 May 2019, the Company issued a further 100,000,000 Ordinary Shares at GBP0.01 per share. 
 
            On 19 February 2020, the Company issued a further 22,000,000 Ordinary Shares at GBP0.01 per 
            share.. 
 
 

8. Interim Statement

This interim financial statement will be available on the Company's investor relations website at www.bermele.com

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