TIDMSWC
RNS Number : 2255B
Summerway Capital PLC
29 January 2020
29 January 2020
Summerway Capital plc
("Summerway" or the "Company")
Audited results for the year ended 31 August 2019
Summerway Capital plc announces its maiden audited consolidated
results for the year ended 31 August 2019.
CHAIRMAN'S STATEMENT
Introduction
I am pleased to present the financial results for Summerway
Capital PLC ("Summerway") for the period ended 31 August 2019,
being the first full year since the Company's incorporation on 31
August 2018. Summerway Capital floated on the AIM market of the
London Stock Exchange on 19 October 2019.
As an investing company (as defined by the AIM Rules for
Companies), the Company's investing policy is to acquire companies
or businesses which the Directors believe have the potential for
strategic, operational and performance improvement so as to enhance
Shareholder value in the wider household and consumer goods sector.
The political backdrop of 2019 and the resulting uncertainty on the
financial markets caused us to act with caution. At the time of
writing, post the December election, there is increased certainty
and consequently we are already seeing more interesting
opportunities.
Business Review
Summerway was established in August 2018 and upon its admission
to AIM on 19 October 2018, the Company raised GBP6.08 million
before expenses through the issue of 6,080,000 shares at a price of
GBP1.00 per share. Since admission, the Company has actively
pursued its investment strategy.
During the period the costs associated with the admission to the
London Stock Exchange were GBP347,454 (5.7% of the funds raised)
and the costs of operating the Company were GBP166,542 (2.7% of
funds raised).
Summerway recorded an accounting loss of GBP191,320 and the loss
per share was 3.6p and had cash reserves at the end of the period
of GBP5,647,837 with no debt financing.
The Directors continue to actively consider and review a number
of investment opportunities and acquisition targets. Although the
Board has evaluated a number of potential acquisition targets, it
has not yet identified a suitable investment opportunity and as
such, it has not yet substantially implemented its investing
policy. Given the period of time since its admission to AIM, the
Company is seeking shareholder approval of its ongoing investing
policy. Further details of the investing policy resolution are set
out in the Company's notice of annual general meeting, which
accompanies this document.
Future Developments
We will continue to evaluate acquisition and investment
opportunities. The Board is committed to keeping operating costs to
a 'bare' minimum until such time as a deal has been concluded. I
hope to be able to announce Summerway's first investment in the
coming twelve months.
Alexander Anton
Chairman
Enquiries:
Summerway Capital
Mark Farmiloe 020 7440 7520
N+1 Singer (Nominated Adviser and Broker)
Sandy Fraser / Lauren Kettle 020 7496 3000
LEI Code: 213800YXCATORT475807
Consolidated Statement of Comprehensive Income for the year
ended 31 August 2019
Year ended
31 August 2019
Note
----------------------------------------------- ----- ---------------
GBP
Administrative expenses 7 (205,882)
---------------
Operating loss (205,882)
Finance income 9 14,562
---------------
Finance income 14,562
Loss before income tax (191,320)
---------------
Income tax 11 -
---------------
Net loss for the period (191,320)
Total other comprehensive income -
---------------
Total comprehensive loss (191,320)
===============
Attributable to:
Owners of the Company (191,320)
Loss per ordinary share
Basic and diluted loss per share attributable
to ordinary equity holders of the Company 12 (3.60)p
The Company's activities derive from continuing operations.
Consolidated Statement of Financial Position as at 31 August
2019
As at
31 August
2019
Note
---------------------------------------------------- ---- ---------
GBP
Assets
Current assets
Cash and cash equivalents 5,647,837
Other receivables 13 15,670
---------
Total current assets 5,663,507
Total assets 5,663,507
---------
Current liabilities
Trade and other payables 15 20,941
---------
20,941
Non-current liabilities
Incentive shares 16 12,000
---------
12,000
Total liabilities 32,941
---------
Net Assets 5,630,566
=========
Capital and reserves attributable to equity holders
of the parent
Share capital 14 61,300
Share premium reserve 5,711,086
Capital redemption reserve 49,500
Accumulated losses (191,320)
---------
Total Equity 5,630,566
=========
Consolidated Statement of Changes in Equity for the year ended
31 August 2019
Notes Share Deferred Share Capital Accumulated Total
capital shares Premium Redemption losses equity
reserve reserve
--------- --------- ---------- ------------ ------------ ----------
GBP GBP GBP GBP GBP GBP
Issue of initial
shares 50,000 - - - - 50,000
Shares split (49,500) 49,500 - - - -
Cancellation
of deferred shares - (49,500) - 49,500 - -
Issue of shares 60,800 - 6,019,200 - - 6,080,000
Share issue costs - - (308,114) - - (308,114)
Loss for the
period - - - - (191,320) (191,320)
--------- --------- ---------- ------------ ------------ ----------
Balance as at
31 August 2019 61,300 - 5,711,806 49,500 (191,320) 5,630,566
--------- --------- ---------- ------------ ------------ ----------
Consolidated Statement of Cash Flows for the year ended 31
August 2019
Year ended
31 August 2019
Note
---------------------------------------------------- -------- ---------------
GBP
Cash flows from operating activities
Operating loss (205,882)
Adjustments to reconcile loss before income tax
to operating cash flows:
Increase in other receivables 13 (15,670)
Increase in trade and other payables 15,16 32,941
Bank interest received 14,562
---------------
Net cash used in operating activities (174,049)
---------------
Cash flows from financing activities
Proceeds from issue of share capital 14 6,130,000
Share issue costs (308,114)
Net cash generated from financing activities 5,821,886
---------------
Net increase in cash and cash equivalents 5,647,837
Cash and cash equivalents at beginning of the
period -
Cash and cash equivalents at the end of the period 5,647,837
===============
Notes to the Financial Statements for the year ended 31 August
2019
1. GENERAL INFORMATION
Summerway Capital plc is an investing company (for the purposes
of the AIM Rules for Companies) and is incorporated in England and
Wales and domiciled in the United Kingdom (company number:
11545912). It is a public limited company and the address of the
registered office is Fleetworks, 26 Farringdon Street, London EC4A
4AB. The Company is the parent company of Summerway Subco Limited
(company number: 11565845). The activity of the Company is the
acquisition and subsequent development of businesses which are
either headquartered in the UK, or that have substantial operations
in the UK. The Company is principally focused on opportunities in
the wider household and consumer goods sector, including retail and
consumer brands, particularly where there is an opportunity to
introduce operational and performance improvements, including new
technologies and associated operating and value leverage.
2. BASIS OF PREPARATION
The financial information does not constitute statutory
financial statements as defined in section 434 of the Companies Act
2006. The figures for the year ended 31 August 2019 are an abridged
version of the Group's financial statements which will be reported
on by the Group's auditors before dispatch to the shareholders and
filing with the Registrar of Companies and as such do not contain
full disclosures under International Financial Reporting Standards
("IFRS"). The preliminary announcement was approved by the Board
and authorised for issue on 28 January 2020. The Group's statutory
financial statements for the year ended 31 August 2019 received an
audit report which was unqualified and did not include any
reference to matters to which the auditors drew attention by way of
emphasis without qualifying their report or a statement under
section 498(2) or section 498(3) of the Companies Act 2006.
The Company was incorporated on 31 August 2018 and therefore
there are no comparative figures.
The financial statements are presented in Pounds Sterling. All
amounts, unless otherwise stated, have been rounded to the nearest
Pound.
The preparation of financial statements in compliance with
adopted IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise judgement in
applying those accounting policies. The areas where significant
judgements and estimates have been made in preparing the financial
statements and their effect are disclosed in Note 5.
The principal accounting policies adopted in the preparation of
the financial statements are set out below. The policies have been
consistently applied to all years presented, unless otherwise
stated.
3. PRINCIPAL ACCOUNTING POLICIES
2.1 NEW STANDARDS, AMMENTS AND INTERPRETATIONS
The Company and Group applied standards, amendments and
interpretations which are effective for annual periods commencing
on or after 1 September 2018. There are a number of standards,
amendments to standards, and interpretations which have been issued
by the IASB that are effective in future accounting periods that
the group has decided not to adopt early. The most significant of
these are:
-- IFRS 16 - Leases (effective for periods commencing on or after 1 January 2019);
-- IFRIC 23 - Uncertainty over Income Tax Positions (effective
for periods commencing on or after 1 January 2019);
-- Annual improvements to IFRSs 2015 - 2017 Cycle (IFRS 3 -
Business Combinations, IFRS 11 - Joint Arrangements, IAS 12 -
Income Taxes and IAS 23 - Borrowing Costs) (effective for periods
commencing on or after 1 January 2019).
The Group does not currently expect any material impact of the
above standards or any other standards issued by the IASB, but not
yet effective.
2.2 BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiary undertakings). Where necessary, adjustments are
made to the financial statements of the subsidiaries to bring their
accounting policies in line with those of the Group. All
intra-Group transactions, balances, income and expenses are
eliminated on consolidation. Summerway Subco Limited's accounting
reference date is 30 September and so adjustments are made as
necessary for inclusion in the consolidation.
2.3 GOING CONCERN
The Directors are satisfied that the Company and Group have
adequate resources to continue in business for the foreseeable
future. For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
2.3 SEGMENT REPORTING
The accounting policy for identifying segments is based on
internal management reporting information which is reviewed by the
chief operating decision maker. The Company and Group are
considered to have a single business segment, being the
identification and acquisition of companies or businesses.
2.4 FOREIGN CURRENCIES
Assets and liabilities in foreign currencies are translated into
Sterling at the rates of exchange ruling at the statement of
financial position date. Transactions in foreign currencies are
translated into Sterling at the rates of exchange ruling at the
date of the transaction. Exchange differences are taken into
account in arriving at the operating result.
2.5 TAXATION
Current taxes are based on the results shown in the financial
statements and are calculated according to local tax rules, using
tax rates enacted or substantively enacted by the statement of
financial position date.
The tax currently payable is based on the taxable profit for the
year. Taxable profit/(loss) differs from the net profit/(loss)
reported in the statement of comprehensive income as it excludes
items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or
deductible.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which the
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary differences arise
from the initial recognition (other than in a business combination)
of other assets or liabilities in a transaction that affects
neither the tax profit nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the statement of
comprehensive income, except when it relates to items charged or
credited directly to equity, in which case deferred tax is also
dealt with in equity.
2.6 CURRENT VERSUS NON-CURRENT CLASSIFICATION
The Company and Group present assets and liabilities in the
statement of financial position based on current/non-current
classification. An asset is current when it is:
-- expected to be realised or intended to be sold or consumed in
the normal operating cycle; or
-- held primarily for the purpose of trading; or
-- expected to be realised within twelve months after the reporting period; or
-- cash or cash equivalents unless restricted from being
exchanged or used to settle a liability for at least twelve months
after the reporting date.
All other assets are classified as non-current.
A liability is current when:
-- it is expected to be settled in the normal operating cycle; or
-- it is held primarily for the purpose of trading; or
-- it is due to be settled within twelve months after the reporting period; or
-- there is no unconditional right to defer the settlement of
the liability for at least twelve months after the reporting
date.
The Company and Group classify all other liabilities as
non-current.
Deferred tax assets and liabilities are classified as
non-current assets and liabilities.
2.7 INVESTMENTS
Investments in subsidiaries are recorded at cost less any
provision for permanent diminution in value.
2.8 FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognised in the Company's
and Group's statement of financial position when the Company and
Group becomes a party to the contractual provisions of the
instrument. The Company's and Group's financial instruments
comprise cash, trade and other receivables and trade and other
payables.
Trade, group and other receivables
Trade receivables are initially measured at their transaction
price. Group and other receivables are initially measured at fair
value plus transaction costs.
Cash and cash equivalents
The Company and Group manage short-term liquidity through the
holding of cash and highly liquid interest-bearing deposits. Only
deposits that are readily convertible into cash with maturities of
three months or less from inception, with no penalty of lost
interest, are shown as cash and cash equivalents.
Impairment of financial assets
An impairment loss is recognised for the expected credit losses
on financial assets when there is an increased probability that the
counterparty will be unable to settle an instrument's contractual
cash flows on the contractual due dates, a reduction in the amounts
expected to be recovered, or both. The probability of default and
expected amounts recoverable are assessed using reasonable and
supportable past and forward-looking information that is available
without undue cost or effort.
The Group does not currently have trade receivables. For group
and other receivables, the measurement of impairment losses depends
on whether the financial asset is 'performing', 'underperforming'
or 'non-performing' based on the company's assessment of increases
in the credit risk of the financial asset since its initial
recognition and any events that have occurred before the year-end
which have a detrimental impact on cash flows. The financial asset
moves from 'performing' to 'underperforming' when the increase in
credit risk since initial recognition becomes significant.
In assessing whether credit risk has increased significantly,
the company compares the risk of default at the year-end with the
risk of a default when the investment was originally recognised
using reasonable and supportable past and forward-looking
information that is available without undue cost.
The risk of a default occurring takes into consideration default
events that are possible within 12 months of the year-end ("the
12-month expected credit losses") for 'performing' financial
assets, and all possible default events over the expected life of
those receivables ("the lifetime expected credit losses") for
'underperforming' financial assets.
Impairment losses and any subsequent reversals of impairment
losses are adjusted against the carrying amount of the receivable
and are recognised in profit or loss.
Financial liabilities and equity
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Company and Group
becomes a party to the contractual provisions of the
instrument.
Trade, group and other payables
Trade, group and other payables are initially measured at fair
value, net of direct transaction costs and subsequently measured at
amortised cost.
Derecognition of financial assets (including write-offs) and
financial liabilities
A financial asset (or part thereof) is derecognised when the
contractual rights to cash flows expire or are settled, or when the
contractual rights to receive the cash flows of the financial asset
and substantially all the risks and rewards of ownership are
transferred to another party.
When there is no reasonable expectation of recovering a
financial asset it is derecognised ('written off'). The gain or
loss on derecognition of financial assets measured at amortised
cost is recognised in profit or loss.
A financial liability (or part thereof) is derecognised when the
obligation specified in the contract is discharged, cancelled or
expires.
2.9 EQUITY
An equity instrument is any contract that evidences a residual
interest in the assets of the company after deducting all of its
liabilities. Equity instruments issued by the Company are recorded
at fair value on initial recognition net of transaction costs.
Equity comprises the following:
-- Called up share capital represents the nominal value of the equity shares;
-- Share premium represents the excess over nominal value of the
fair value of consideration received from the equity shares, net of
expenses of the share issue;
-- Capital redemption reserve is a statutory, non-distributable
reserve into which amounts are transferred following the redemption
or purchase of a Company's own shares;
-- Retained deficit represent accumulated net gains and losses
from incorporation recognised in the Statement of Comprehensive
Income
4. CAPITAL MANAGEMENT
The Company defines capital as the total equity of the Company.
The objective of the Company's capital management is to ensure that
it makes the maximum use of its capital to support its business and
to maximise shareholder value. There are no external constraints on
the Company's capital.
5. CRITICAL JUDGEMENTS AND ACCOUNTING ESTIMATES
The Company and Group make certain estimates and assumptions
regarding the future. Estimates and judgements are continually
evaluated based on historical experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances. In the future, actual
expenditure may differ from these estimates and assumptions. The
estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial year are discussed below:
Valuation and classification of incentive share scheme
As described in the Remuneration Committee's Report on page 10
the Board has implemented an incentive scheme during the year via
the issue of 999,999 B shares of GBP0.01 in the subsidiary
undertaking, to the Executive Directors of the Company at a price
of GBP0.012 per share.
Critical judgements and accounting estimates have been exercised
by management in respect of the incentive shares:
-- in determining the classification of the incentive shares as
a financial liability rather than equity in the statement of
financial position, as the B shares issued in the subsidiary do not
contain any voting rights and are not permitted to participate in
any ordinary dividends declared by the Company.
-- in presenting the financial liability as non-current in the
statement of financial position as the valuation mechanism in the
incentive share arrangement is measured over a three-year and
five-year period; and
-- in assessing the most appropriate valuation method to apply
to estimate the fair value of the incentive share liability as at
31 August 2019. See note 18 for further details.
Allocation of share issue and listing costs
In accordance with IAS 32 - 'Financial Instruments:
Presentation', incremental costs that are directly attributable to
issuing new shares should be deducted from equity and costs that
relate to the stock market listing (i.e. not directly attributable
to issuing new shares), should be recorded as an expense in the
income statement. IAS 32 states that costs relating to both share
issuance and listing should be allocated between the two functions
on a rational and consistent basis.
Judgement has been applied by the Board in allocating the costs
associated with the company's initial public offering and issue of
new shares. Issue costs capitalised and deducted against share
premium of GBP308,114 relate to specific legal and professional
fees due to the company's NOMAD, legal advisors and reporting
accountant fees. These are all services provided in respect of both
the admission to AIM and associated share issue. As the Company was
incorporated with the objective of listing on AIM, the capital base
after the listing is almost entirely due to shares raised as part
of the listing and thus, the full costs above have been recognised
in equity as a deduction against share premium. Other costs of
GBP39,340 have been recognised directly in profit and loss and are
directly attributable to the company's listing only.
6. SEGMENTAL REPORTING
For management purposes, the Company and Group are considered to
have one single business segment, being the identification and
acquisition of companies and businesses. The Group comprises
Summerway Capital PLC and its subsidiary company Summerway SubCo
Limited. The two companies do not transact with each other. Further
segment information is therefore not presented in the financial
statements.
7. ADMINISTRATION EXPENSES
Year ended
31 August
2019
-------------
GBP
Group expenses by nature
One-off costs related to the
listing 39,340
Staff related costs 51,978
Office costs 35,660
NOMAD, registrar and Stock Exchange
costs 38,834
Audit and accountancy costs 31,993
Other expenses 8,077
205,882
=============
8. EMPLOYEES AND DIRECTORS
2019
GBP
Wages and salaries 49,500
Social security costs -
Other pension costs -
-------
49,500
=======
The average monthly number of employees during the year,
including the Directors, was 4.
Key management personnel
The Directors are currently considered to be the key management
personnel of the Group. The total remuneration paid to Directors
during the year was GBP49,500. There were no pension contributions
paid on behalf of the Directors.
9. FINANCE INCOME
2019
GBP
Finance income:
Deposit account interest 14,562
-------
10. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging:
2019
GBP
Auditor's remuneration:
Audit fees 19,200
Review of interim report 4,800
Corporate finance 30,075
-------
54,075
-------
11. INCOME TAX
The Group has reported a loss of GBP191,320 in the first
reporting period since incorporation. No revenue has been generated
in the period and no significant differences exist between the tax
charge of GBPNil recognised in the financial statements and that
calculated by applying the standard rate of United Kingdom
corporation tax. No deferred tax asset is recognised on these
losses as at 31 August 2019 due to uncertainty over the expected
timing of future profits with which to offset the losses.
12. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Year ended
31 August
2019
--------------
Loss attributable to the owners
of the Company GBP (191,320)
Weighted average number of ordinary
shares in issue 5,313,781
Basic and diluted loss per share (3.60) p
13. OTHER RECEIVABLES
All receivables are current. There is no material difference
between the book value and the fair value of receivables.
As at
31 August
2019
-----------
GBP
Amounts falling due within
one year
Prepayments 10,027
Other receivables 5,643
15,670
===========
14. CALLED UP SHARE CAPITAL
As at
31 August
2019
-----------
GBP
Issued
6,130,000 ordinary shares of
1p each 61,300
61,300
===========
On incorporation on 31 August 2018 the issued share capital of
the Company consisted of 50,000 ordinary shares of GBP1 each.
On 12 October 2018 each ordinary share of GBP1.00 each in the
capital of the Company was sub-divided into 1 ordinary share of
GBP0.01 each and 1 deferred share of GBP0.99 each.
On 19 October 2018 Alexander Anton and Benjamin Shaw each gifted
16,667 deferred shares of GBP0.99 each and Mark Farmiloe gifted
16,666 deferred shares of GBP0.99 each arising on the sub-division
of the ordinary shares of GBP1.00 each referred to above held by
him to the Company for cancellation and the Board resolved to
cancel all such gifted deferred shares.
On 19 October 6,080,000 ordinary of GBP0.01 each were issued
pursuant to a placing at a price of GBP1 per share and together the
existing ordinary 6,130,000 ordinary shares were admitted to
trading on AIM.
15. TRADE AND OTHER PAYABLES
There is no material difference between the book value and the
fair value of the trade and other payables.
As at
31 August
2019
----------
GBP
Trade payables 941
Accruals 19,200
Other tax and social security
payables 800
Amounts owed to subsidiary
undertakings -
----------
20,941
==========
16. NON-CURRENT LIABILITIES
As at
31 August
2019
-----------
GBP
Incentive shares 12,000
12,000
===========
The incentive shares liability is estimated at fair value
through profit and loss using level 3 fair value measurement
techniques.
Fair values are categorised into different levels in a fair
value hierarchy based on the degree to which the inputs to the
measurement are observable and the significance of the inputs to
the fair value measurement in its entirety:
-- Level 1 fair value measurements are those derived from quoted
prices (unadjusted) in active markets for identical assets or
liabilities.
-- Level 2 fair value measurements are those derived from inputs
other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
-- Level 3 fair value measurements are those derived from
valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable
inputs).
The B shares issued by the subsidiary under the incentive scheme
were deemed to have an implied aggregate subscription price of
GBP12,000, based on the nominal value per B share plus a premium.
The initial subscription price of the incentive shares remains the
best estimate of the fair value of the liability associated with
the incentive shares as none of the criteria for potential value
creation have been met as at 31 August 2019. The fair value of the
liability is assessed at each reporting date with any changes
accounted for as a fair value gain or loss and recognised directly
in the statement of comprehensive income.
17. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
Carrying amount of financial assets
The carrying amounts of financial assets by category were:
As at
31 August
2019
----------
GBP
Financial assets measured
at amortised cost:
- Cash and cash equivalents 5,647,837
- Other receivables 5,643
5,653,480
==========
Carrying amount of financial liabilities
The carrying amounts of financial liabilities by category
were:
As at
31 August
2019
----------
GBP
Financial liabilities measured
at amortised cost:
- Trade and other payables 20,141
- Group payables -
Financial liabilities measured
at fair value through profit
and loss:
- Incentive shares liability 12,000
32,141
==========
The carrying amounts of financial assets and financial
liabilities reasonably approximate to fair value.
Risks arising from financial instruments
Credit risk
The risk that counterparties will fail to settle amounts due to
the company predominantly arises from cash and cash equivalents.
Credit risk on cash and cash equivalents is limited by depositing
funds with banks with high credit ratings assigned by international
credit rating agencies.
Liquidity risk
Liquidity risk is the risk that an entity will encounter
difficulty in meeting obligations associated with financial
liabilities. The Group closely monitors its cash position to ensure
that it has sufficient funds to meet the obligations of the Group
as they fall due.
18. RELATED PARTY DISCLOSURES
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party, or the parties are under common
control or influence, in making financial or operational
decisions.
Under the terms of their respective service agreements, the
Executive Directors are each paid a salary of GBP1,000 per calendar
month, in each case payable monthly in arrears. The Non-Executive
Director is paid a monthly fee of GBP1,500 per calendar month.
The Directors and their connected persons hold a total of
1,650,000 ordinary shares in the Company, representing 26.9 per
cent of the enlarged share capital following admission.
On 17 September 2018 the Executive Directors subscribed for, in
aggregate, 999,999 B Shares in the subsidiary, Summerway Subco
Limited pursuant to the Subsidiary Incentive Scheme.
Alexander Anton and Mark Farmiloe are members of VirginiaCo
LLP.
Benjamin Shaw is a member of Romana Capital LLP and Sealark
LLP.
VirginiaCo LLP and Romana Capital LLP are members of AFS
Advisors LLP ("AFS").
The Company is party to a corporate advisory agreement dated 12
October 2018 with AFS.
Pursuant to that agreement, AFS has agreed to provide strategic
and general business advice to the Company, including identifying
potential investment opportunities and acquisition targets and
making recommendations to the Board in respect of the acquisition
and disposition of the same.
AFS will receive a transaction fee equal to 1 per cent. of the
gross transaction value of any acquisition or investment undertaken
by the Company during the term of the agreement or after
termination of the agreement to the extent the Company completes a
transaction in relation to which AFS had provided any services
prior to the date notice to terminate was deemed to have been
received by AFS. In addition, from legal completion of the first
acquisition or investment undertaken by the Company, the Company
will pay AFS a monthly retainer of GBP15,000. As at 31 August 2019
no charges have been incurred under the agreement as the legal of
completion of the first acquisition has not happened.
Under the corporate advisory agreement, AFS agrees that it shall
not (and shall procure that each associate of AFS shall not)
introduce to any person other than the Company any acquisition of
or investment in any company or business that would fall within the
scope of the Investment Policy without offering the Company a right
of first refusal in respect of the same (if applicable) or
obtaining the prior written consent of the Company.
The appointment is for an initial term of eighteen months or
such longer period as the Company is an investing company for the
purposes of the AIM Rules for Companies. Thereafter the agreement
shall be renewed automatically for successive periods of 12 months
unless a party gives notice to the other party in writing that it
wishes to terminate the agreement at least three months before the
relevant renewal date.
Either party may terminate the agreement (without prejudice to
any right of action accruing or already accrued to it) without
penalty by notice in writing, inter alia, if the other party
commits: (i) an act of fraud or negligence; (ii) or a material
breach of the terms of the agreement, which has not been rectified
within 60 business days of being requested in writing to do so (if
such breach is capable of rectification).
The Company may also terminate the agreement if there is a
change of control of AFS without the prior written consent of the
Company.
The agreement shall terminate automatically if either party to
the agreement: (i) enters into liquidation (except on terms
previously approved in writing by the other party) or has a
receiver appointed over that party or its assets; (ii) if an
effective resolution is passed for the winding up of any party
(other than for the purposes of a solvent reconstruction or
amalgamation previously approved in writing by the other party); or
(iii) if any party becomes insolvent or stops or threatens to stop
carrying on business or payment of its material proven debts or
make any arrangement with creditors generally.
The Company has given an indemnity in favour of AFS in respect
of AFS' potential losses in carrying on its responsibilities under
the agreement. The Agreement is governed by and construed in
accordance with the laws of England.
The Company had desk rental agreements with Romana Capital LLP
and Sealark LLP under which the Company paid GBP39,120 during the
year.
The Company engaged Fraser Real Estate, a company in which
Alexander Anton is an indirect shareholder and Mark Farmiloe is a
Director, to provide administrative and accounting services
throughout the period. The Company paid Fraser Real Estate GBP7,993
during the period for the provision of these services.
The Company's Admission Document dated 19 October 2018 sets out
in detail the other related parties transactions. There have been
no material changes to these arrangements and transactions since
the Admission Document was published.
19. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding
at 31 August 2019 that require disclosure or adjustment in the
financial statements.
20. AVAILABILITY OF THE REPORT AND ACCOUNTS
The Company's report and accounts for the year ended 31 August
2019 will be posted to shareholders tomorrow, 30 January 2020, and
will also be available to download from the Company's website at
www.summerwaycapital.co.uk.
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
FR BPMTTMTJTTFM
(END) Dow Jones Newswires
January 29, 2020 02:00 ET (07:00 GMT)
Grafico Azioni Celadon Pharmaceuticals (LSE:CEL)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Celadon Pharmaceuticals (LSE:CEL)
Storico
Da Apr 2023 a Apr 2024