TIDMFHP

RNS Number : 2852O

Fandango Holdings PLC

29 May 2020

29 May 2020

FANDANGO HOLDINGS PLC

Half yearly report for the period ended 29 February 2020

Chairman's Report

Fandango Holdings PLC ("the Company") is an investment company incorporated on 25 August 2016, with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector, including the energy sector.

Results for the period

For the period from 1 October 2019 to 29 February 2020, the Company's results included the ongoing running costs of the Company including listing fees on the London Stock Exchange, and fees in connection with the current reverse take-over being worked on currently, and other advisory costs.

Long-term strategy and business objectives

On 4 March 2020, we announced that we had executed a non-binding Heads of Terms to acquire an early-stage, oil well services provider (the "Acquisition" "target"). The enlarged group will be engaged in the business of providing sustainable drilling, fishing and clean-up products to businesses engaged in the exploration and production of oil and gas. The core products of the enlarged group would include vibration devices, swivels, casing accessories and stage tools. The enlarged group would also offer advisory services to upstream oil and gas businesses, with a focus on the creation of efficient, energy-saving solutions to help customers manage wells and meet their sustainability goals.

The transaction is progressing well, and we are currently preparing the prospectus for the acquisition of the oil well services provider in exchange for shares in Fandango. The Acquisition, if it completes, will constitute a reverse takeover under the Financial Conduct Authority's Listing Rules. Additionally, Fandango is raising additional funds via the issue of additional ordinary shares (the "Placing"). The Placing is conditional upon the completion of the Acquisition and the readmission of the Company's enlarged share capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities.

The proceeds from the contemplated Placing will be used, in conjunction with Fandango's existing resources, to continue the development of the target's business, namely the development of sustainable drilling, fishing and clean-up products and related services to businesses engaged in the exploration and production of oil and gas. The directors believe that the Acquisition has enormous potential in a large market and that the proposed investment will add significant shareholder value. The Acquisition proposes to break new ground in providing efficient, energy-saving solutions to help oil and gas exploration and development companies manage wells and meet their sustainability goals.

Included in trade and other payables is GBP184,250 lent to the Company by investors connected with target to defray listing costs. This will either be repaid or converted to equity upon completion of the acquisition or remain as a loan to the company in the event that it does not complete. There is no interest payable.

The Company is currently preparing a prospectus for the Financial Conduct Authority, which the Directors expect to submit to the FCA for approval in due course with a view towards consummation of the Placing and re-admission of the Company's ordinary shares to trading on the standard segment of the LSE. The Acquisition is subject, inter alia, to the completion of due diligence, documentation, and compliance with all regulatory requirements.

I would personally like to thank our shareholders for their patience during this process and the time in which the shares of your company have been suspended from trading and we look forward to a successful future post the completion of our Acquisition.

Risks and uncertainties

The Company is a relatively new entity, with only a brief operating history, and therefore, investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating one or more companies or businesses. There is no certainty that the reverse take-over will complete.

Going Concern

As stated in Note 1 to the condensed financial statements, the directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

Post Balance Sheet Events

The Company does not currently perceive a negative impact from COVID-19 (COVID) but acknowledges that COVID presents national and global economic uncertainty. The ongoing COVID (coronavirus) pandemic could affect the Company's results of operations and financial condition in unforeseen ways. The recent outbreak of COVID has begun to negatively impact economic conditions globally, including in the United Kingdom, and there are concerns for a prolonged tightening of global financial conditions, which could result in a global recession or depression. For instance, in March 2020 the COVID outbreak caused stock markets worldwide to lose significant value and impacted economic activity worldwide. Although Fandango is taking measures to mitigate the broader public health risks associated with COVID to its business and employees, including through self-isolation of employees where necessary in line with the recommendations of relevant health authorities, the full extent of the COVID outbreak and the adverse impact this may have on the Company's and target's workforce and its counterparties, including the Company's and target's suppliers, is unknown. In addition, whilst it is impossible to determine the eventual scope of the COVID outbreak, or its eventual impact on Fandango any sustained outbreak resulting in the postponement or repudiation of commercial contracts could have a material adverse change on the Company's and target's business.

Responsibility Statement

We confirm that to the best of our knowledge:

(a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year; and

(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.

Charles Tatnall

Chairman

FANDANGO HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME

 
                                     6 months ended        6 months ended         Year ended 
                                        29 February           28 February          31 August 
                                                                                        2019 
                                               2020                  2019         GBP ('000) 
                                         GBP ('000)            GBP ('000)          (audited) 
                             Notes      (unaudited)           (unaudited) 
 
 Investment income                               32                    36                159 
 Administrative expenses                       (70)                 (111)              (196) 
 Listing costs                                (124)                  (24)               (37) 
                                          _________             _________          _________ 
 Loss before taxation                         (162)                  (99)               (74) 
 Taxation                                         -                     -                  - 
                                          _________             _________          _________ 
 Loss for the period                          (162)                  (99)               (74) 
 
 
 Basic loss per share 
  (pence)                     2             (0.12p)               (0.07p)             (0.06) 
 Diluted loss per 
  share (pence)                             (0.10p)               (0.06p)            (0.05p) 
 
 

FANDANGO HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY

 
                                    Share          Share       Retained          Total 
                                  Capital        premium       earnings         Equity 
                               GBP ('000)     GBP ('000)     GBP ('000)     GBP ('000) 
 
 Equity at 31 August 
  2018                                134            579          (490)            223 
 
 Loss for the Period                    -              -           (99)           (99) 
                             ------------   ------------   ------------   ------------ 
 Equity at 28 February 
  2019                                134            579          (589)            124 
 
 Gain/Loss for the Period               -              -             25             25 
                             ------------   ------------   ------------   ------------ 
 Equity at 31 August 
  2019                                134            579          (564)            149 
 
 Loss for the Period                    -              -          (162)          (162) 
 
                             ------------   ------------   ------------   ------------ 
 Equity at 29 February 
  2020                                134            579          (726)           (13) 
 
 

FANDANGO HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

 
                                 Notes            As at            As at            As at 
                                            29 February      28 February        31 August 
                                                   2020             2019             2019 
                                             GBP ('000)       GBP ('000)       GBP ('000) 
                                            (unaudited)      (unaudited)        (audited) 
 Assets 
 Current assets 
 Prepayments & other 
  receivables                                       343              200              321 
 Cash and cash equivalents                            -                8                - 
                                         --------------   --------------   -------------- 
 Total Assets                                       343              208              321 
 
 
 Equity and Liabilities 
 Share capital                     3                134              134              134 
 Share premium                                      579              579              579 
 Retained earnings                                (726)            (589)            (564) 
                                         --------------   --------------   -------------- 
 Total Equity                                      (13)              124              149 
 
 Current Liabilities 
 Trade and other payables                           356               84              172 
 
                                         --------------   --------------   -------------- 
 Total Liabilities                                  356               84              172 
                                         --------------   --------------   -------------- 
 Total Equity and Liabilities                       343              208              321 
 
 

FANDANGO HOLDINGS PLC

INTERIM CONDENSED CASH FLOW STATEMENT

 
                                  6 months ended   6 months ended       Year ended 
                                     29 February      28 February        31 August 
                                            2020             2019             2019 
                                      GBP ('000)       GBP ('000)       GBP ('000) 
                                     (unaudited)       (unaudited        (audited) 
                                                                ) 
 
 Cash flows from operating 
  activities 
 Operating loss                            (162)             (99)             (74) 
 Interest receivable                        (32)             (36)            (159) 
 Interest payable                              -                2                7 
 (Increase)/decrease in 
  receivables                                (4)                7                8 
 Increase/(decrease) in 
  payables                                   187               37              133 
                                  --------------   --------------   -------------- 
 Net cash flows from operating 
  activities                                (11)             (89)             (85) 
 
 Cash flows from investing 
  activities 
 Amounts advanced to / repaid 
  by related parties                          11               33               34 
                                  --------------   --------------   -------------- 
 Net cash flows from investing 
  activities                                  11               33               34 
 
 Cash flows from financing 
  activities 
 Proceeds from borrowing                       -                -               20 
 Borrowings repaid                             -                -             (20) 
 Finance costs paid                            -               11                2 
                                  --------------   --------------   -------------- 
 Net cash flows from financing 
  activities                                   -               11              (2) 
 
                                  --------------   --------------   -------------- 
 Net increase/(decrease) 
  in cash and cash equivalents                 -             (45)             (53) 
 Cash and cash equivalents 
  at the beginning of the 
  period                                       -               53               53 
                                  --------------   --------------   -------------- 
 Cash and cash equivalents                     -                8                - 
  at the end of the period 
 
 

NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT

   1.    General Information 

Fandango Holdings Plc ('the company') is an investment company incorporated in the United Kingdom. The address of the registered office is 27-28 Eastcastle Street London W1E 8DN. The Company was incorporated and registered in England on 25 August 2016 as a private limited company and re-registered as a public limited company on 10 May 2017.

Basis of preparation

This announcement was approved and authorised to issue by the Board of directors on 28 May 2020.

The financial information in this interim report has been prepared in accordance with the International Financial Reporting Standards. IFRS comprises standards issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union (EU).

There are no IFRS, or IFRIC interpretations that are effective for the first time in this period that would be expected to have a material impact on the company.

The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.

The Directors are of the opinion that the financial information should be prepared on a going concern basis, in the light of the Company's financial resources.

These condensed interim financial statements for the six months ended 28 February 2020 and 28 February 2019 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 August 2019 are extracted from the 2019 audited financial statements. The independent auditor's report on the 2019 financial statements was not qualified. The accounting policies are consistent with those in the most recent annual report.

No taxation charge has arisen for the period and the Directors have not declared an interim dividend.

Copies of the February 2020 interim report can be found on the Company's website at www.fandangoholdingsplc.com.

Going concern

The directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

2. Loss per share

Basic loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.

The calculation of basic and diluted earnings per share is based on the following figures:-

 
                              Period ended     Period ended       Year ended 
                               29 February      28 February        31 August 
                                      2020             2019             2019 
                                       GBP              GBP              GBP 
                               (unaudited)      (unaudited)        (audited) 
 Loss for the period             (162,470)         (98,907)         (74,328) 
 
 Weighted average number 
  of 
  shares - basic               134,002,000      134,002,000      134,002,000 
 Weighted average number 
  of 
  shares - diluted             159,002,000      159,002,000      159,002,000 
                            --------------   --------------   -------------- 
 Basic loss per share 
  (pence)                          (0.12p)          (0.07p)          (0.06p) 
 Diluted loss per share 
  (pence)                          (0.10p)          (0.06p)          (0.05p) 
                            --------------   --------------   -------------- 
 

The diluted loss per share relates to the issue of 25,000,000 warrants to the Directors which confers the right but not the obligation to subscribe in cash for up to 25,000,000 GBP0.01p Ordinary Shares at the subscription price.

3. Share Capital

 
                                               As at            As at            As at 
                                         29 February      28 February        31 August 
                                                2020             2019             2019 
                                          GBP ('000)       GBP ('000)       GBP ('000) 
                                         (unaudited)      (unaudited)        (audited) 
 134,002,000 Ordinary shares 
  of GBP0.001 each                               134              134              134 
                                      --------------   --------------   -------------- 
 

4. Reports

A copy of this announcement will be mailed to shareholders and copies will be available for members of the public at the Company's Registered Office 27-28 Eastcastle Street London W1E 8DN.

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.

END

IR FLFEREIITFII

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May 29, 2020 02:00 ET (06:00 GMT)