TIDMTAU
RNS Number : 7787K
Tau Capital PLC
02 September 2019
2 September 2019
TAU CAPITAL PLC
(the "Company" or "Tau")
Interim Results
Tau Capital Plc ("Tau" or the "Company"), today announces its
interim results for the six months ended 30 June 2019.
For further information, please contact:
FIM Capital Limited
Philip Scales +44 (0) 1624 681250
Allenby Capital Limited (Nominated Adviser and Joint-Broker)
John Depasquale / Alex Brearley +44 203 328 5656
Peterhouse Corporate Finance Limited (Joint-Broker)
Lucy Williams / Eran Zucker +44 207 469 0933
Chairman's Statement
It is less than nine weeks since the Annual Financial Statements
for the year ended 31 December 2018 were issued along with my last
statement but, since then, your Board has continued to review a
number of potential opportunities for a Reverse Takeover ("RTO").
The Board is very aware of the need to act quickly given that the
admission to trading of the Company's ordinary shares on AIM will
be cancelled if such a transaction is not completed by the relevant
date in October 2019. The Board are considering a number of
possibilities including applying for admission to a different
exchange.
In the meantime, a close watch is being kept on all expenses
and, wherever possible, cost savings will continue to be made.
As soon as there is material progress with an RTO, an
appropriate announcement will be made.
Gerwyn Williams
Chairman
30 August 2019
Condensed Statement of Comprehensive Income
For the For the year
six months ended 31 For the six
ended December months ended
30 June 2018 30 June
2019 2018
(Unaudited) (Audited) (Unaudited)
Note US$ US$ US$
Investment income
Interest income - 7 6
Net gain/(loss) on financial
assets and liabilities at fair
value through profit or loss - 45,050 (6,244)
Total operating gain/(loss) - 45,057 (6,238)
------------ ------------- --------------
Expenses
Operating expenses 8 (200,757) (502,667) (204,688)
------------ ------------- --------------
Loss for the period/year: (200,757) (502,667) (210,926)
Total comprehensive loss
for the period/year attributable
to shareholders (200,757) (457,610) (210,926)
Basic and diluted loss
per share (cents) 11 (0.17) (0.93) (0.43)
All results derive from continuing operations.
The accompanying notes are an integral part of these condensed
financial statements.
Condensed Statement of Financial Position
As at As at As at
31 December
30 June 2019 2018 30 June 2018
(Unaudited) (Audited) (Unaudited)
Note US$ US$ US$
Assets
Investments in subsidiaries 4 - - 2,560,349
Cash 147,455 1,407,341 105,199
Debtors and prepayments 52,499 22,224 40,465
Loan to subsidiary 6 - - 111,574
Total assets 199,954 1,429,565 2,817,587
-------------- ------------- --------------
Liabilities
Creditors and accruals (70,383) (63,808) (78,699)
Loan from subsidiary 6 - - (1,126,447)
Total liabilities (70,383) (63,808) (1,205,146)
-------------- ------------- --------------
Total net assets 129,571 1,365,757 1,612,441
============== ============= ==============
Shareholders' equity
Share capital 5 1,126,209 976,209 976,209
Distributable reserves (996,638) 389,548 636,232
Total shareholders'
equity 129,571 1,365,757 1,612,441
============== ============= ==============
Net Asset Value per
share (cents) 0.26 2.79 3.29
The accompanying notes are an integral part of these condensed
financial statements.
Approved by the Board of Directors and signed on its behalf
by:
Gerwyn Williams Philip Scales
30 August 2019
Condensed Statement of Changes in Equity for the
six months ended 30 June 2019
Share Distributable Total
capital reserves
(Unaudited) (Unaudited) (Unaudited)
US$ US$ US$
Balance at 31 December 2018 976,209 389,548 1,365,757
Loss for the period - (200,757) (200,757)
------------ -------------- -------------
Total comprehensive loss for
the period - (200,757) (200,757)
------------ -------------- -------------
Transactions with shareholders
Redenomination of ordinary shares
to no par value (976,209) 976,209 -
Distribution to ordinary shareholders - (1,185,429) (1,185,429)
Placing of ordinary shares - 150,000 150,000
------------ -------------- -------------
Total transactions with ordinary
shareholders (976,209) (59,220) (1,035,429)
------------ -------------- -------------
Balance at 30 June 2019 - 129,571 129,571
============ ============== =============
Condensed Statement of Changes in Equity for the
year ended 31 December 2018
Share Distributable Total
capital reserves
(Audited) (Audited) (Audited)
US$ US$ US$
Balance at 31 December 2017 976,209 847,158 1,823,367
Total comprehensive loss for
the year - (457,610) (457,610)
---------- -------------- ----------
Balance at 31 December 2018 976,209 389,548 1,365,757
========== ============== ==========
Condensed Statement of Changes in Equity for the
six months ended 30 June 2018
Share Distributable Total
capital reserves
(Unaudited) (Unaudited) (Unaudited)
US$ US$ US$
Balance at 31 December 2017 976,209 847,158 1,823,367
Total comprehensive loss for
the period - (210,926) (210,926)
------------ -------------- -------------
Balance at 30 June 2018 976,209 636,232 1,612,441
============ ============== =============
The accompanying notes are an integral part of these condensed
financial statements.
Condensed Statement of Cash Flows for the
six months ended 30 June 2019
For the six For the For the
months year ended six months
ended 30 31 December ended 30
June 2019 2018 June 2018
(Unaudited) (Audited) (Unaudited)
US$ US$ US$
Cash flows from operating activities
Loss for the period/year (200,757) (457,610) (210,926)
Adjustments to reconcile loss
for the period/year to net cash
provided by operating activities:
Net (gain)/loss on financial
assets at fair value through
profit or loss - (45,050) 6,244
Working capital adjustments:
Increase in debtors and prepayments (30,274) (7,081) (25,322)
Decrease/(increase) in creditors
and accruals 6,575 (26,325) (11,434)
------------ ------------- ------------
(224,457) (536,066) (241,438)
Proceeds from the disposal of - 1,202,512 -
Stopharm
Receipts of payments from subsidiaries - 671,111 276,853
Net cash from operating activities - 1,337,557 276,853
Cash flows from financing activities
Distributions paid to holders (1,185,429) - -
of ordinary shares
Proceeds from the issue of ordinary 150,000 - -
shares
------------ ------------- ------------
Net cash from financing activities (1,035,429) - -
------------ ------------- ------------
Net (decrease)/increase in cash
and cash equivalents (1,259,886) 1,337,557 35,415
Cash and cash equivalents at
the beginning of period/year 1,407,341 69,784 69,784
Cash and cash equivalents at
the end of period/year 147,455 1,407,341 105,199
============ ============= ============
The accompanying notes are an integral part of these condensed
financial statements.
Notes to the Condensed Financial Statements
1. General
Tau Capital Plc (the "Company") is a closed-ended investment
company domiciled in the Isle of Man since 3 April 2007. The
Company was incorporated under the Isle of Man Companies Acts
1931-2004. Following approval at the Annual General Meeting held on
24 July 2012, the Company was re-registered under the Isle of Man
Companies Act 2006 with registered number 008604V. The Company's
ordinary shares are admitted to trading on AIM, a market of that
name operated by the London Stock Exchange. The Company has no
employees.
On 18 October 2018, the Company completed the disposal of the
Company's indirect interest in Stopharm LLP ("Stopharm") (see note
4). Following this disposal, under AIM Rule 15, the Company was
then classified as a cash shell. The result of this was that the
Company was required, within six months to make an acquisition
which constitutes a reverse takeover under AIM Rule 14 or be
re-admitted to trading on AIM as an investing company, failing
which the Company's ordinary shares would be suspended. The
Company's ordinary shares were suspended on 23 April 2019 and the
Company now has up to six months from the date of suspension of the
Company's ordinary shares to complete a reverse takeover or be
readmitted to trading on AIM as an investing company or the
Company's shares will be cancelled from trading on AIM pursuant to
AIM Rule 41.
The Company's subsidiaries, Tau (Cayman) L.P., Tau Cayman
Limited and Tau SPV 1 Cooperatief WA ("Tau SPV 1") were dissolved
on 20 December 2018, 31 January 2019 and 3 January 2019
respectively.
On 9 April 2019 the Company allotted and admitted to AIM
150,000,000 ordinary shares with one voting right each, raising
gross proceeds of US$150,000, via a placing.
On 12 April 2019 the Company made a distribution of
US$1,185,429, equivalent to US$0.0242 per share to ordinary
shareholders on record at 5 April 2019.
2. Statement of compliance
These interim financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting. They do not
include all of the information required for full annual financial
statements, and should be read in conjunction with the financial
statements of the Company as at the year ended 31 December 2018.
The financial statements of the Company as at and for the year
ended 31 December 2018 are available upon request from the
Company's registered office at IOMA House, Hope Street, Douglas,
Isle of Man IM1 1AP or at www.taucapitalplc.com.
This is the first set of financial statements in which IFRS 16
Leases has been applied. The Company is neither a lease or lessor,
therefore the application has resulted in no measurement or
disclosure impact on the financial statements.
A number of other new standards are effective from 1 January
2019 but they do not have a material effect on the financial
statements.
3. Significant accounting Policies
The accounting policies applied in these interim financial
statements are the same as those applied in the Company's financial
statements as at 31 December 2018 other than noted above. There are
no IFRS or IFRIC interpretations that are not yet effective that
would be expected to have a material impact on the Company.
Key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates and
assumptions. It also requires the Board of Directors to exercise
its judgement in the process of applying the Company's accounting
policies. Key estimates, assumptions and judgements that have
significant risk of causing material adjustment to the carrying
amount of assets and liabilities within the next financial period
are outlined below.
Going concern
Following the liquidation of all subsidiaries and the suspension
of trading of the Company's ordinary shares on the AIM as detailed
in note 1, the Board has made an assessment of the Company's going
concern. In light of this, the financial statements have been
presented on a non-going concern basis, which assumes that the
Company will be placed into liquidation, following the delisting of
the Company's ordinary shares, should a reverse takeover not be
completed or be readmitted to trading on AIM as an investing
company by the relevant date in October 2019.
a) Segment reporting
IFRS 8 requires operating segments to be identified on the basis
of internal reports about components of the Company that are
regularly reviewed by the Board of Directors in order to allocate
resources to the segment and assess its performance. The Directors
are of the opinion that over the financial period, the Company held
no operating segments.
4. Investments in Subsidiaries
At 30 June 2019 the Company held no subsidiaries. The fair value
of Tau Cayman Ltd at 31 December 2018 was US$ nil and at 30 June
2018 was US$2,560,349.
From 1 January 2018 the Company classified its investments in
subsidiaries in accordance with IFRS 9 Financial Instruments:
Recognition and Measurement ("IFRS 9"). This standard replaces IAS
39 Financial Instruments: Recognition and Measurement ("IAS
39").
The Company valued its investments in subsidiaries in accordance
with IFRS 13 - Fair Value Measurements ("IFRS 13"). IFRS 13 defines
fair value and establishes a framework for measuring fair
value.
Financial instruments included in each category are as
follows:
Level 1 - Quoted market price
Level 2 - Market observable inputs
Level 3 - Non-market observable inputs
No financial assets were held at 30 June 2019 or 31 December
2018. At 30 June 2018 Level 3 financial assets of US$2,560,349 were
held by the Company.
The following is a reconciliation of the movement in financial
assets for which non-market observable inputs Level 3 were used to
determine fair value in the comparative periods:
31 Dec 2018 30 June 2018
US$ US$
Opening balance at beginning of year/period 2,566,593 2,566,593
Opening loan balances netted off investments (738,020) -
--------------- -------------
Net loans and investments 1,828,573 2,566,593
Payments received from subsidiaries (671,111) -
Proceeds from the disposal of Stopharm (1,202,512) -
Net gain/(loss) on financial assets at
fair value through profit or loss 45,050 (6,244)
--------------- -------------
(1,828,573) 2,560,349
Closing balance at end of year/period - 2,560,349
--------------- -------------
There were no transfers between Levels during any of the
reported financial period. Net realised and unrealised
gains/(losses) on investments are recognised as investment income
in the Condensed Statement of Comprehensive Income.
As at 30 June 2019 and 31 December 2018 the Company held no
Level 3 financial assets. The only Level 3 financial asset measured
at fair value at 30 June 2018 was the Company's investment in Tau
Cayman L.P. which had a fair value of US$2,560,349. The investment
was valued using a net realisable assets approach; details of the
significant unobservable inputs in the valuation at 30 June 2018
included the perceived valuation of the Stopharm investment.
Fair value of the Company's Level 3 financial assets and
financial liabilities that are measured at fair value on a
recurring basis
Tau (Cayman) L.P.
Tau (Cayman) L.P. was dissolved on 20 December 2018, the assets
and liabilities at 30 June 2018 were as follows:
As at 30 June
2018
US$
Cash 470,106
Debtors and prepayments 7,951
Investment in subsidiary 1,088,416
Loan to parent 1,131,620
Total assets 2,698,093
Accounts payable and accrued expenses (12,560)
Loan from parent (125,184)
--------------
Total liabilities (137,744)
Total net assets 2,560,349
--------------
Tau SPV 1
Tau SPV 1 was dissolved on 31 January 2019. In the comparative
periods the fair value of Tau SPV 1 was based on its net assets,
which were as follows:
As at As at
31 December 30 June
2018 2018
US$ US$
Cash - 764
Financial assets at fair value through
profit or loss - 1,100,000
Total assets - 1,100,764
Accounts payable and accrued expenses - (12,348)
Total liabilities - (12,348)
Total net assets - 1,088,416
-------------- ----------
Stopharm
Stopharm is a wholesale pharmaceuticals distributor operating in
Kazakhstan of which Tau SPV1 held 40.35 per cent of the equity. On
18 October 2018 the Company completed the disposal of the Company's
indirect interest in Stopharm. The investment was valued at 30 June
2018 at US$1,100,000 based on estimated net proceeds at the date
the accounts were signed.
5. Share Capital and Share Premium
The authorised share capital of the Company is GBP3,502,000
comprising 350,200,000 ordinary shares of no par value. The share
capital of the Company has been allocated, called up and fully
paid.
On 9 April 2019, the Company issued 150,000,000 ordinary shares
with one voting right each. The number of shares in issue as at 30
June 2019 was 198,984,680 ordinary shares.
6. Intercompany loan
All of the Company's subsidiaries had been dissolved by 30 June
2019. In the comparative periods the loan balances were as
follows:
31 December
2018 30 June 2018
US$ US$
Due to the Company - Tau SPV 1 - 111,574
Due from the Company - Tau (Cayman)
L.P. - (1,126,447)
All the loans detailed above were interest free, unsecured and
repayable on demand.
7. Related Party Items
Philip Scales, a Director of the Company is a director of FIM
Capital Limited, the Company's Administrator.
On 12 April 2019, Gerwyn Williams was appointed as a Director.
As at 30 June 2019, Gerwyn Williams held 32,530,000 ordinary shares
in the Company.
On 12 April 2019, Nigel Burton was appointed as a Director. As
at 30 June 2019, Nigel Burton held 26,024,000 ordinary shares in
the Company.
On 12 April 2019, Philip Lambert resigned as a Director. As at
30 June 2019, Philip Lambert held 101,201 ordinary shares in the
Company (101,201 shares at 30 June 2018 and 31 December 2018).
On 12 April 2019, Terence Mahony resigned as a Director. As at
30 June 2019, 30 June 2018 and 31 December 2018 Terence Mahony held
102,424 ordinary shares in the Company (102,424 shares at 30 June
2018 and 31 December 2018).
As at 30 June 2019, Richard Horlick, a previous Director of the
Company held 12,684,221 ordinary shares (12,684,221 shares at 31
December 2018 and 30 June 2018). Global Asset Tracking, a company
to whom Richard Horlick provides consultancy services, received no
fees during the financial period (31 December 2018: GBP GBP48,000;
30 June 2018: GBP GBP48,000).
8. Operating expenses
Directors' remuneration
On 12 April 2019, both Philip Lambert and Terence Mahony
resigned as Directors and Gerwyn Williams and Nigel Burton were
appointed to the Board. Gerwyn Williams was also appointed
Chairman. Gerwyn Williams and Nigel Burton do not receive a
Directors' fee. From 12 April 2019 Philip Scales no longer receives
a Directors' fee.
Included within operating expenses are the Directors'
remunerations, which are shown below:
30 June 2019 31 Dec 2018 30 June 2018
US$ US$ US$
Philip Lambert 16,313 39,744 20,405
Terence Mahony 10,875 26,892 14,000
Philip Scales 3,910 15,864 8,162
Total Directors' remuneration 31,098 82,500 42,567
------------------------------------ ------------ -------------
During the period ended 30 June 2019, none of the Directors
received any additional cash or non-cash benefits (31 December
2018: US$nil; 30 June 2018: US$nil).
Administrator fees
The Administrator is entitled to receive a fixed fee of
GBP35,000 for provision of administration services and US$35,000
for provision of accounting services per annum, payable quarterly
in arrears. The Administrator's fees for the period ended 30 June
2019 amounted to US$45,075 (31 December 2018: US$91,154; 30 June
2018: US$46,369).
9. Exchange rates
The following exchange rates were used to translate assets and
liabilities into US dollars:
As at 30 June As at 31 December As at 30 June
2019 2018 2018
Euro 1.11655 1.1467 1.16840
Pound sterling 1.26965 1.2754 1.32070
10. Distributions
On 5 April 2019 a distribution was declared of US$0.0242 per
share, equivalent to US$1,185,429. The distribution was paid on 12
April 2019. No distributions or dividends were declared or paid
during the year ended 31 December 2018 and 30 June 2018.
11. Loss per Share
Basic and diluted loss per share is calculated by dividing the
net profit or loss attributable to shareholders by the weighted
average number of ordinary shares outstanding during the
period/year.
For the six For the year For the six
months ended ended 31 December months ended
30 June 2019 2018 30 June 2018
Net loss attributable
to shareholders (US$200,757) (US$457,610) (US$235,402)
Weighted average number
of ordinary shares in
issue 117,318,013 48,984,680 48,984,680
Basic loss per share
(cents) (0.17) (0.93) (0.43)
There is no difference between the fully diluted earnings per
share and basic earnings per share.
12. Subsequent events
Save as disclosed in this report, there were no events occurring
after the date of the Condensed Statement of Financial Position
that would have a material impact on this interim report.
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 PMMATMBIJBML
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September 02, 2019 02:00 ET (06:00 GMT)
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