TIDMSTHP

RNS Number : 4630H

Stranger Holdings PLC

01 August 2019

Stranger Holdings plc / Index: LSE / Epic: STHP / Sector: Investment

1 August 2019

Stranger Holdings plc ('Stranger' or 'the Company')

Final Results

Stranger Holdings plc, the London listed investment company is pleased to announce its results for the period ended 31 March 2019.

Chairman's Report

Stranger Holdings PLC ("the Company") is an investment company with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector to which end it announced non-binding Heads of Terms to acquire Alchemy Utilities Limited ("Alchemy") via a reverse takeover transaction as described below.

Results for the period

In the previous annual report and accounts for the year ended 31 March 2018 together with the interims results for the six months to 30 September 2018 of the company, we had reported that we had progressed well with the Alchemy Reverse Takeover Acquisition which was only waiting for regulatory approval having almost completed its review with the UKLA.

However, on 19 March 2019, just prior to the year end of the company, the directors reported that we believed that the proposed RTO of Alchemy, which was reaching the final regulatory stages of the RTO process, had been deliberately sabotaged by Alchemy and its directors, whom had refused to provide audited accounts, as requested by Stranger for some months, to complete an up-to-date Prospectus necessary for re-submission to the UKLA. The fact that this happened towards the end of a very long process leads the directors to conclude this was probably an attempt to defraud the company of the monies lent to Alchemy in the region of GBP290,000 and to avoid paying its share of the transaction fees which had been agreed on a legally binding basis amounting to GBP150,000. We have had to make a provision in our accounts for these costs but we will be pursuing Alchemy and its directors, subsidiaries and associates for the recovery of these monies together with interest, costs and substantial damages.

Stranger is in talks with its legal advisers over the likely legal action required to remedy the monies lent to Alchemy totalling GBP290,000 and Alchemy's share of the costs incurred during the RTO process of GBP150,000. Stranger's advisers are concerned that the withholding of audited accounts may be due to solvency issues of Alchemy and that its management including Richard Griffin, Robert Barr and Andrew West may have deliberately and fraudulently misrepresented the financial status of Alchemy throughout the RTO process to date.

On 4 April 2019 the directors announced that it has signed a non-binding Heads of Terms to acquire the entire issued share capital of HCS (North East) Limited ('HCS') for new shares in the Company (the 'Acquisition'). The Acquisition, if completed, would result in Stranger shareholders having a minority interest in the enlarged group (the 'Group').

HCS is principally involved in the provision of goods to local government and social housing; to this end, it is has long term contracts and is revenue generative and profitable. This Acquisition 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.

The Acquisition, if it proceeds, will constitute a Reverse Takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the issuer.

The Future

The directors look forward with confidence to a bright future for the combined group and we very much look forward to working with the directors of HCS. We would like thank our shareholders very much for their continued patience during the process of this reverse takeover until completion of this acquisition

Principal risks and uncertainties

The Company operates in an uncertain environment and is subject to a number of risk factors. The Directors have carried out a robust assessment of the risks and consider the following risk factors are of particular relevance to the Company's activities, although it should be noted that this list is not exhaustive and that other risk factors not presently known or currently deemed immaterial may apply. This has been further discussed in Note 4 of the financial statements.

     i.           Business strategy 

The Company is a relatively new entity with no operating history and has not yet completed the acquisition of the target identified and discussed above in.

The Company may be unable to complete the Acquisition in a timely manner or at all or to fund the operations of the target business if it does not obtain additional funding following completion of the acquisition.

   ii.            Liquidity Risk 

The Directors have reviewed the working capital requirements in conjunction with the current financing arrangements and believe that there is sufficient working capital to fund the business.

Going Concern

As stated in note 2 to the 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 financial statements.

Post Balance Sheet Events

Further information on events after the reporting date are set out in note 20.

On behalf of the Board

James Longley

Director

31 July 2019

Statement of Comprehensive Income for the Year Ended 31 March 2019

 
 
                                            Year ended     Period ended 
                                         31 March 2019    31 March 2018 
                                               GBP'000          GBP'000 
                                Notes 
 
 Continuing operations 
 
 Listing costs                                    (23)             (76) 
 Reverse Takeover costs                           (29)            (170) 
 Administrative expenses          5              (503)            (554) 
                                       ---------------  --------------- 
 Operating Loss                                  (555)            (800) 
 
 Investment income                                   6                - 
 Finance costs                                   (267)             (21) 
 
 Loss before taxation                            (816)            (821) 
 
 Taxation                         7                  -                - 
                                       ---------------  --------------- 
 Loss and comprehensive loss 
  for the period                                 (816)            (821) 
                                       ---------------  --------------- 
 
 
 Basic and diluted loss per 
  share                           8            (0.56p)          (0.56p) 
 
 
 

Since there is no other comprehensive loss, the loss for the period is the same as the total comprehensive loss for the period attributable to the owners of the Company.

Statement of Financial Position as at 31 March 2019

 
                                                       As at 31 March 
                                                       2019       2018 
 
                                          Notes     GBP'000    GBP'000 
 Assets 
 
 Current assets 
 Trade and other receivables               10             7        259 
 Cash and cash equivalents                 12             -          - 
                                                 ----------  --------- 
                                                          7        259 
 
 Non-current assets 
 Other debtors                             11            47         30 
 
 Total Assets                                            54        289 
 
 
 Equity and liabilities 
 Current liabilities 
 Trade and other payables                  13           716        400 
 
 Noncurrent liabilities 
 Borrowings                                14           335         70 
 
 Total Liabilities                                    1,051        470 
 
 
 Equity attributable to equity holders 
  of the company 
 
 Share Capital - Ordinary shares           15           145        145 
 Share Premium account                                  737        737 
 Profit and Loss Account                   16       (1,879)    (1,063) 
 
 Total Equity                                         (997)      (181) 
 
 Total Equity and liabilities                            54        289 
                                                 ----------  --------- 
 
 

Approved by the Board and authorised for issue on 31 July 2019

_________________

James Longley

Director

Company Registration No. 09837001

Statement of Cash Flows for the Year Ended 31 March 2019

 
                                                Year ended   Period ended 
                                                  31 March       31 March 
                                                      2019           2018 
 
                                         Notes     GBP'000        GBP'000 
 
 Cash flows from operating activities 
 Operating loss                                      (816)          (821) 
 Add interest payable                                  220 
 Less interest receivable                              (6) 
 (Increase)/decrease in receivables                    235          (241) 
 Increase/(decrease) in payables                       159            451 
 
 Cash flow from operating activities                 (208)          (611) 
                                                 ---------  ------------- 
 
 Cashflows from investing activities 
 Amounts advanced to related parties                   141              - 
 Interest received                                       6 
 Interest paid                                       (204) 
 
 Net cash from/(used in) investing                    (57)              - 
  activities 
                                                 ---------  ------------- 
 
 Cash flows from financing activities 
 Bond cash receipts                                    265              - 
 
 Net cash from/(used in) financing                     265              - 
  activities 
                                                 ---------  ------------- 
 
 Net increase/(decrease) in cash 
  and cash equivalents                                   -          (611) 
 Cash and cash equivalents at the 
  beginning of the period                                -            611 
 
 Cash and cash equivalents at end                        -              - 
  of period 
                                                 ---------  ------------- 
 
 Represented by: Bank balances and                       -              - 
  cash 
                                                 ---------  ------------- 
 
 
 

At the year end the Company had undrawn borrowings of GBPNil (2018: GBP68,000) as part of a loan facility. The facility is discussed in greater detail in note 14.

Statement of Changes in Equity for the Year Ended 31 March 2019

 
 
                        Notes       Share      Share   Accumulated     Total 
                                  capital    premium       deficit    equity 
                                  GBP'000    GBP'000       GBP'000   GBP'000 
 
 As at 31 March 
  2017                                145        737         (242)       640 
                                ---------  ---------  ------------  -------- 
 
 Loss for the period                    -          -         (821)     (821) 
 
 As at 31 March 
  2018                                145        737       (1,063)     (181) 
                                ---------  ---------  ------------  -------- 
 
 Loss for the period                    -          -         (816)     (816) 
 
 As at 31 March 
  2019                             145           737       (1,879)     (997) 
                                =========  =========  ============  ======== 
 
 
 

Share capital is the amount subscribed for shares at nominal value.

Share premium represents amounts subscribed for share capital in excess of nominal value.

Accumulated deficit represent the cumulative loss of the company attributable to equity shareholders.

Notes to the Financial Statements for the Year Ended 31 March 2019

   1       General information 

Stranger Holdings PLC ('the Company') is an investment company incorporated in the United Kingdom. The address of the registered office is disclosed on the company information page at the front of the annual report. The Company is limited by shares and was incorporated and registered in England on 22 October 2015 as a private limited company and re-registered as a public limited company on 14 November 2016.

   2       Accounting policies 
   2.1   Basis of Accounting 

This financial information has been prepared in accordance with International Financial Reporting Standards (IFRS), including IFRIC interpretations issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

These policies have been consistently applied.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3. The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Although these estimates are based on management's experience and knowledge of current events and actions, actual results may ultimately differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

   a)    Going concern 

These financial statements have been prepared on the assumption that the Company is a going concern. When assessing the foreseeable future, the Directors have looked at a period of at least twelve months from the date of approval of this report. The forecast cash-flow requirements of the business are contingent upon the ability of the Company to attract investors in the bonds issued by Dover to extend the credit facility to the Company and the continued support of the directors.

After making enquiries, the Directors firmly believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

   b)    New and amended standards adopted by the company 

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning that would be expected to have a material impact on the Company. The new IFRSs adopted during the year are as follows:

   --     IFRS 9 - Financial Instruments 
   --     IFRS 15 - Revenue from Contracts with Customers including amendments and clarifications 
   c)    Standards, interpretations and amendments to published standards that are not yet effective 

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial period beginning 1 April 2018 and have not been early adopted. The Directors anticipate that the adoption of these standard and the interpretations in future periods will have no material impact on the financial statements of the Company.

The new standards include:

   IFRS 3                           Business Combinations2 
   IFRS 16                        Leases1 
   IFRS 17                        Insurance Contracts3 
   IAS 1                             Presentation of Financial Statements2 
   IAS 8                             Accounting Policies, Changes in Accounting Estimates and Errors2 
   IAS 19                          Employee Benefits (amendment) 1 
   IAS 28                          Investment in associates and joint ventures (amendment) 1 
   IFRIC 23                       Uncertainty over Income Tax Treatments1 
   Improvements to IFRSs       Annual Improvements 2015-2017 Cycle1: Amendments to 2 IFRSs and 2 IASs 

1 Effective for annual periods beginning on or after 1 January 2019

2 Effective for annual periods beginning on or after 1 January 2020

3 Effective for annual periods beginning on or after 1 January 2021

The directors anticipate that the adoption of these standards and interpretations in future periods will have no material effect on the financial statements of the group.

   2.2   Segmental reporting 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions. In the opinion of the director, the Company has one class of business, being that of an investment company. The Company's primary reporting format is determined by the geographical segment according to the location of its establishments. There is currently only one geographic reporting segment, which is the UK. All costs are derived from the single segment.

   2.3   Financial assets and liabilities 

Financial instruments

Financial assets and financial liabilities are initially classified as measured at amortised cost, fair value through other comprehensive income, or fair value through profit and loss when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows expire, or the Company no longer retains the significant risks or rewards of ownership of the financial asset. Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.

Financial assets are classified dependent on the Company's business model for managing the financial and the cash flow characteristics of the asset. Financial liabilities are classified and measured at amortised cost except for trading liabilities, or where designated at original recognition to achieve more relevant presentation. The Company classifies its financial assets and liabilities into the following categories:

Financial assets at amortised cost

The Company's financial assets at amortised cost comprise trade and other receivables. These represent debt instruments with fixed or determinable payments that represent principal or interest and where the intention is to hold to collect these contractual cash flows. They are initially recognised at fair value, included in current and non-current assets, depending on the nature of the transaction, and are subsequently measured at amortised cost using the effective interest method less any provision for impairment.

Impairment of trade and other receivables

In accordance with IFRS 9 an expected loss provisioning model is used to calculate an impairment provision. We have implemented the IFRS 9 simplified approach to measuring expected credit losses arising from trade and other receivables, being a lifetime expected credit loss. This is calculated based on an evaluation of our historic experience plus an adjustment based on our judgement of whether this historic experience is likely reflective of our view of the future at the balance sheet date. In the previous year the incurred loss model is used to calculate the impairment provision.

Financial liabilities at amortised cost

Financial liabilities at amortised cost comprise loan liabilities and trade and other payables. They are classified as current and non-current liabilities depending on the nature of the transaction, are subsequently measured at amortised cost using the effective interest method.

Financial assets at fair value through profit and loss

Financial assets at fair value are recognized and measured at fair value using the most recent available market price with gains and losses recognized immediately in the profit and loss.

The fair value measurement of the Company's financial and non- financial assets and liabilities utilises market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the 'fair value hierarchy').

Level 1 - Quoted prices in active markets

Level 2 - Observable direct or indirect inputs other than Level 1 inputs

Level 3 - Inputs that are not based on observable market data

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and other short-term highly liquid investments with original maturities of three months or less.

   2.4   Borrowings 

Borrowings are recognised initially as fair value, net of transactions costs incurred.

Borrowings are subsequently carried at amortised cost: any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of the loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

Borrowing costs

All other borrowing costs are recognised in the profit or loss in the period in which they are incurred.

   2.5   Share capital 

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

   2.6   Taxation 

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.

Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

   3       Critical accounting estimates and judgments 

The company makes certain judgements and estimates which affect the reported amount of assets and liabilities. Critical judgements and the assumptions used in calculating estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the process of applying the Company's accounting policies, which are described above, the Directors believe that that the only assumption would have a material effect on the amounts recognised in the financial information is the recoverability of the loan with Alchemy.

   4       Financial risk management 

The company's activities may expose it to some financial risks. The company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the company's financial performance. No Currently there is no hedging policy in place.

a) Liquidity and cash flow risk

Liquidity risk is the risk that company will encounter difficulty in meeting obligations associated with financial liabilities. The responsibility for liquidity risks management rest with the Board of Directors, which has established appropriate liquidity risk management framework for the management of the company's short term and long-term funding risks management requirements. The company manages liquidity risks by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

b) Capital risk

The company takes great care to protect its capital investments. Significant due diligence is undertaken prior to making any investment. The investment is closely monitored.

   c)   Price and credit risk 

The Directors do not consider price or credit risk to be currently material to the Company.

d) Foreign Currency risk

The Company trades substantially within the United Kingdom and the so the majority of it's transactions are denominated in GBP. As such the Directors do not consider the foreign currency risk to be material to the Company.

   5       Operating loss, expenses by nature and personnel 
 
                                              Year ended   Period ended 
                                                31 March       31 March 
                                                    2019           2018 
                                                 GBP'000        GBP'000 
 Operating loss is stated after charging: 
 Directors Remuneration                                -             22 
 Directors fees                                      115            178 
 Premises                                             35             35 
 Legal and professional fees                           7            123 
 Listing costs                                        23             76 
 Accountancy fees                                     13             21 
 Audit fees                                            6             14 
 Consultancy & advisory fees                           5             91 
 Broker fees                                          17            103 
 Bad and Doubtful debt provision                     290              - 
 Other administrative expenses                        44            137 
                                             -----------  ------------- 
 Total administrative expenses                       555            800 
                                             -----------  ------------- 
 

Included in the administration expenses are fees payable to the Company's current auditors for the audit of the financial statements of GBP6,000 (2018:14,000), as well as fees for non-audit work of GBP1,750 (2018: GBP1,500).

   6       Personnel 

The average monthly number of employees during the period was two directors.

There were no benefits, emoluments or remuneration payable during the period for key management personnel, except GBP115,000 (inclusive of VAT) in fees disclosed in Note 5 (2018: GBP22,000 in salaries, GBP973 of -social security costs and GBP178,000 (inclusive of VAT in fees). The fees paid are also detailed in Note 18 as a related party transaction.

The highest paid directors are Charles Tatnall and James Longley with fees of GBP57,600 each.

   7       Taxation 
 
                                                   Year ended   Year ended 
                                                     31 March     31 March 
                                                         2019         2018 
                                                      GBP'000      GBP'000 
 
 Total current tax                                          -            - 
 Factors affecting the tax charge for 
  the period 
 Loss on ordinary activities before taxation            (816)        (821) 
                                                  -----------  ----------- 
 
 Loss on ordinary activities before taxation 
  multiplied by standard rate of UK corporation 
  tax of 19% (2017: 20%)                                (155)        (156) 
 Effects of: 
 Non-deductible expenses                                    5           36 
 Tax losses carried forward                               150          120 
                                                  -----------  ----------- 
 Current tax charge for the period                          -            - 
                                                  -----------  ----------- 
 

No liability to UK corporation tax arose on ordinary activities for the current period.

The company has estimated excess management expenses of GBP1,604,000 (2018: GBP802,000) available for carry forward against future trading profits.

The tax losses for the year have resulted in a deferred tax asset of approximately GBP305,000 (2018: GBP152,000) which has not been recognised in the financial statements due to the uncertainty of the recoverability of the amount.

   8       Earnings per share 
 
                                                  Year ended     Year ended 
                                                    31 March       31 March 
                                                        2019           2018 
 Basic loss per share is calculated by 
  dividing the loss attributable to equity 
  shareholders by the weighted average 
  number of ordinary shares in issue during 
  the period: 
 
 Loss after tax attributable to equity 
  holders of the company (GBP'000)                     (816)          (821) 
  Weighted average number of ordinary shares     145,770,000    145,770,000 
 
 Basic and diluted loss per share                    (0.56p)        (0.56p) 
 

There were no potential dilutive shares in issue due to the losses in the period. Warrants in issue are discussed in Note 15.

   9       Capital risk management 

The Directors' objectives when managing capital are 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 to reduce the cost of capital. At the date of this financial information, the Company had been financed by the introduction of capital. In the future, the capital structure of the Company is expected to consist of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.

   10     Trade and other receivables 
 
                          2019      2018 
                       GBP'000   GBP'000 
 
 
 Other receivables           5       252 
 Prepayments                 2         7 
                      --------  -------- 
                             5       259 
                      --------  -------- 
 

Included in Other receivables a loan of GBP290,000 due from Alchemy Utilities Ltd ("Alchemy") in respect of an interest free loan repayable on demand. This loan has been fully impaired in the year due to uncertainty over recoverability. Legal proceedings are expected to commence in the next financial year to recover this balance, as well as other costs of the failed RTO. More details of this can be found in the Strategic Report. The loan is unsecured.

Included in Other receivables in 2018 is the portion of the loan facility which the Company is immediately able to draw down upon. The loan is further discussed in note 14.

   11     Receivables due after one year 
 
                          2019      2018 
                       GBP'000   GBP'000 
 
 Other receivables          47        30 
                            73        30 
                      --------  -------- 
 

Non-current Other receivables relate to the reserve balances of the loan facility, which cannot be

drawn upon until the loan becomes repayable. The loan is further discussed in note 14.

   12     Cash and cash equivalents 
 
                    2019        2018 
                 GBP'000     GBP'000 
 
  Cash at bank         -           - 
                       -           - 
                --------    -------- 
 
   13     Trade and other payables 
 
                      2019      2018 
                   GBP'000   GBP'000 
 
 Trade Payables        393       173 
 Accruals              323       227 
                  --------  -------- 
                       716       400 
                  --------  -------- 
 
   14      Borrowings 
 
                                    2019         2018 
                                 GBP'000      GBP'000 
 Non - current borrowings 
 Loan facility                       402           95 
 Unamortised finance costs          (67)         (25) 
                             -----------  ----------- 
                                     335           70 
                             -----------  ----------- 
 

All non-current borrowings relate to a loan facility provided by Dover Harcourt Plc. The loan is wholly repayable within 5 years and is secured by a fixed and floating charge over all assets held by the Company. The loan bears interest of 7.75% per annum and is paid half yearly in arrears based on the total facility available to the Company. A portion of the facility balance as an expense and liquidity reserve.

The finance costs incurred in order to obtain the facility are being amortised on a straight-line basis over the life of the loan. The balance above represents the remaining unamortised amount.

   15     Share capital 
 
                                               2019      2018 
                                            GBP'000   GBP'000 
 Allotted, called up and fully paid 
 145,770,000 Ordinary shares of GBP0.001 
  each                                          145       145 
                                           --------  -------- 
                                                145       145 
                                           --------  -------- 
 

During the period the company had no share transactions.

The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) right; they do not confer any rights of redemption.

Both James Longley and Charles Tatnall have 12.5M share warrants outstanding with an exercise price of 1.25p per warrant and are exercisable until 13 January 2020.

   16     Accumulated deficit 
 
                           2019      2018 
                        GBP'000   GBP'000 
 
 At start of period     (1,063)     (242) 
 Loss for the period      (816)     (821) 
                       --------  -------- 
 At 31 March            (1,879)   (1,063) 
                       --------  -------- 
 
   17   Contingent liabilities 

The company has no contingent liabilities in respect of legal claims arising from the ordinary course of business.

   18    Directors salaries, fees and Related parties 
   1)   Salaries paid to Directors 
   Charles Tatnall                             Nil (2018: GBP11,000) 
   James Longley                              Nil (2018: GBP11,000) 

2) Consultancy fees charged by James Longley Limited (a company controlled by James Longley) of GBP57,600 (2018: GBP89,000) of which GBP45,000 (2018: GBPNil) was outstanding as at the year end. All balances are inclusive of VAT.

3) Consultancy fees charged by Tatbels Limited (a company controlled by Charles Tatnall) of GBP57,600 (2018: GBP89,000) of which GBP45,000 (2018: GBPNil) was outstanding as at the year end

   4)   Rent expense of GBP35,400 (2018: GBP35,400) for offices occupied by the Company at Adams Row. 

The head lease is held by James Longley. Of this balance GBP27,850 (2018: GBPNil) was still outstanding as at the year end, A deposit of GBP3,825 is held by the landlord of James Longley in relation to this property.

5) Papillon Holdings Plc (a company under common control) owes GBP1,089 (2018: owed GBP28,992) as at the year end. Interest was payable of 5% per month to the completion of the reverse takeover of Alchemy or 3 months from agreement increasing to 10% per month thereafter. The loan is not secured. Net payments of GBP34,175 were made to Papillon post year end.

6) Fandango Holdings Plc (a company under common control) was owed GBP250,330 (2018: GBP64,677) as at the year end. Interest was payable of 5% per month to the completion of the reverse takeover of Alchemy or 3 months from agreement increasing to 10% per month thereafter. The loan is not secured. No net payment was made post year end.

7) Included within trade creditors is a balance of GBP4,592 relating to Plutus Powergen Plc (a company under common control). This was in relation to expenses paid in error on behalf of the company as they have a common supplier and was repaid as soon as the error can to light.

   19     Capital commitments 

There was no capital expenditure contracted for at the end of the reporting period but not yet incurred.

   20   Events after the reporting period 

The loan facility with Dover Harcourt Plc (see note 14 for further details) has been extended post year end from GBP442,000 as at the year end to GBP758,000 as at 30 June 2019.

On 1 April 2019 Stranger signed a non-binding head of terms for the potential reverse takeover for HSC (North East) Limited. The Reverse takeover process is ongoing. Further details can be found in the Strategic Report.

General Information

 
For further information visit www.strangerholdingsplc.com or contact 
 the following: 
 Stranger Holdings plc 
James Longley    Stranger Holdings plc           info@strangerholdingsplc.com 
Financial Adviser 
Jon Isaacs       Alfred Henry Corporate Finance  Tel: +44 (0) 20 7251 
                  Ltd                             3762 
Financial PR 
Isabel de Salis  St Brides Partners Ltd          Tel: +44 (0) 20 7236 
                                                  1177 
 

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(END) Dow Jones Newswires

August 01, 2019 02:00 ET (06:00 GMT)

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