TIDMBERM
RNS Number : 4450Y
Bermele PLC
13 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
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DISTRIBUTE THIS ANNOUNCEMENT.
For Immediate Release 13 May 2021
Bermele plc
("Bermele" or the "Company")
Annual Report
Bermele plc announces its audited final results for the 11 month
period ended 31 December 2020. A full pdf version of the Annual
Financial Report will be available for download from the Document
Center on the Company's website (www.bermele.com).
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
Enquiries:
Bermele Plc +44 (0) 20 3475 9760
Toby Hayward info@bermele.com
Novum Securities Limited
Colin Rowbury +44 (0) 20 7399 9400
Chairman's Statement for the 11 Month Period Ended 31 December
2020
I am pleased to present the audited financial statements to
shareholders of Bermele Plc (the "Company") for the 11 month Period
ended 31 December 2020.
Financial Review
The Company was formed for the purpose of acquiring a business
or businesses operating in the pharmaceutical and biotechnology
sectors. The Acquisition, of either the assets, or the share
capital, of a target company, will be treated as a Reverse Takeover
and to maintain its listing the enlarged group would be required to
apply to have its shares readmitted to the Official List and
trading on the Main Market of the London Stock Exchange. During the
period, the Company evaluated and considered several businesses for
acquisition or investment.
At the General Meeting held on the 13 February 2020, alongside a
successful placing to raise GBP200,000, shareholders authorised the
Board to pursue acquisitions outside of the biotechnology and
pharmaceutical sector.
I am delighted that on the 20 July the Company announced it has
signed Heads of Terms to acquire the entire issued share capital of
East Imperial Pte. Ltd. ("East Imperial"), entered into a
convertible loan with East Imperial and a legally binding
Exclusivity Agreement to facilitate concluding the proposed
Acquisition.
The Company incurred a loss for the year ended 31 December 2020
of GBP512,129. The loss for the period results from the on-going
administrative expenses of GBP265,113 reflecting the ongoing
administration costs of being listed, one-off costs of GBP247,016
incurred in connection with the reverse takeover and the London
Stock Exchange.
The Board continues to prudently manage its cash flow and has
minimised ongoing operating costs in light of the Acquisition. At
the period end the Company had cash of GBP59,284. The company
provided a convertible loan of GBP250,000 to East Imperial during
the period.
Toby Hayward
Non- Executive Chairman
12 May 2021
Strategic Report For the 11 Month Period Ended 31 December
2020
The Directors present the Strategic Report of Bermele Plc for
the period ended 31 December 2020.
Review of Business in the Period
Operational Review
The Company was incorporated in England and Wales on 20
September 2017 as a public Limited company under the Companies Act
with registered number 10973102 .The Company's LEI is
213800NL4ICLKYSYU749.
In February 2020, 22,000,000 ordinary shares were issued of 0.1p
each on the standard list as payment in lieu of fees of GBP22,000
and raising a further estimated net proceeds of GBP183,000.
Business Strategy and Execution
On 20 July 2020, the Company announced it has signed Heads of
Terms to acquire the entire issued share capital of East Imperial
Pte. Ltd. The shares are now suspended on the London Stock Exchange
pending completion of the reverse takeover.
Acquisition Strategy
The Company was formed to undertake the Acquisition of a
business or businesses across a broad range of sectors. The Company
may seek to simultaneously acquire one or two businesses that have
complementary products or technology in order to create one larger
company. The Company's intention is to acquire a controlling
majority in a targeted business or company.
In selecting acquisition opportunities to review, the Board
focuses on businesses, assets and/or projects that are available at
attractive valuations and hold opportunities to unlock embedded
value.
The Company's focus is to capitalise on the opportunities
presented as a result of what the Board believe to be fundamental
changes that are underway in certain sectors where innovative new
products and technologies sustain growth and new development models
to improve productivity. The Company is not bound by geographic
location and will consider an acquisition outside the UK if it is
in line with the outlined acquisition strategy.
Failure to make an Acquisition
The Company will update shareholders on the Company's progress
via the regulatory news service as required and specifically by way
of general meeting. Should an Acquisition not be announced by the
second anniversary of Admission then the Company will hold a second
general meeting to review the future of the Company as a special
acquisition vehicle. At the general meeting the Board will seek
approval of the shareholders by simple majority to either return
the remaining funds to shareholders or continue to look for
acquisition targets. In the event that it is decided to return the
remaining funds to shareholders it is unlikely that the funds
returned will be equal to any original investment made.
Events since the year end
The Board has entered into a convertible loan of GBP100,000 with
a private investor, which is for a fixed term of 12 months and
carries no interest, is repayable or convertible at the Lender's
discretion into new Ordinary Shares in the Company at 0.6 pence per
share.
The proceeds from the Loan are to be used for working capital
pending completion of the potential acquisition of East Imperial
Pte. Ltd as announced by the Company on 20 July 2020. Preparations
for the publication of a prospectus and admission of the enlarged
group to trading on the London Stock Exchange are well
advanced.
The transaction remains conditional, inter alia, on consent from
the Financial Conduct Authority for the readmission of the enlarged
share capital to the Official List (by way of Standard Listing
under Chapter 14 of the Listing Rules).
COVID-19
The economic environment has changed materially since the year
end following the onset of the global COVID-19 pandemic. The United
Kingdom and many countries across the world have imposed
unprecedented restrictions on the movement of their population,
leading to the suspension or closure of many businesses not deemed
critical.
However, the directors do not believe that COVID-19 is having a
material impact on the Company as they continue to progress the
acquisition of East Imperial.
Financial review
Results for the 11 Month period Ended 31 December 2020
The Company incurred a loss for the period ended 31 December
2020 of GBP 512,129 . The loss for the period results from: the
on-going administrative expenses of GBP265,113 required to operate
the Company; one-off reverse takeover & fund-raising costs of
GBP 247,106 .
Cash flow
The cash balance as of 31 December was GBP 59,284 . This
includes gross proceeds of GBP100,000 convertible loan received
from a private investor in November 2020.
Key Performance Indicators
Other than continued monitoring and minimisation of all
operating costs expenditure, there are no key performance
indicators for the Year Ended 31 December 2020 as the Company has
not completed an acquisition.
Position of Company's Business
As at 31 December 2020 the Company's Statement of Financial
Position shows net assets totalling GBP 150,612 . The Company has
minimal liabilities and is considered to have a sufficient cash
position to successfully conclude the reverse takeover of East
Imperial Pte. Ltd.
The Board contains personnel with a good history of running
businesses that have been compliant with all relevant laws and
regulations and there have been no instances of non-compliance in
respect of environmental matters.
At present, there are three male and one female Directors in the
Company. The Company has four Non- Executive Directors.
The Company ensures that its employment practices consider the
necessary diversity requirements and compliance with all employment
laws. The Board has experience in dealing with such issues and
sufficient training and qualifications to ensure they meet all
requirements.
The government of the United Kingdom has issued guidelines
setting out appropriate procedures for companies to follow to
ensure that they are compliant with the UK Bribery Act 2010. The
Company has conducted a review into its operational procedures to
consider the impact of the Bribery Act 2010 and the Board has
adopted an anti-corruption and anti-bribery policy.
Risks/Uncertainties to the Company
Issue Risk/Uncertainty Mitigation
No Business track The Company is a newly The management team has
record. formed entity with no experience in acquiring,
operating history and investing in and/or managing
although a number of companies in various
potential acquisition different sectors. The
opportunities are being board between them have
considered none of these almost 100 years of financial
are in substantive negotiations experience in various
and there is a risk that different sectors.
no acquisitions are completed
or that acquisitions
are completed which do
not create value for
shareholders.
--------------------------------- -----------------------------------
The Company relies The Company is dependent All members of the Board
on the experience on the Directors to identify and the non- Executive
and talent of potential acquisition Directors have been provided
its management opportunities and to further incentives e.g.
and advisers. execute an acquisition share options. once an
and the loss of the services acquisition is completed.
of the Directors could This ensures alignment
materially adversely of the Board and senior
affect the Company's management with the long-term
strategy or ability to success of the business.
deliver upon it in a
timely manner or at all.
--------------------------------- -----------------------------------
The Company is The Company may be unable The Board is clear that
unable to complete to complete an acquisition all acquisitions and
any acquisitions. in a timely manner or investments completed
at all or to fund the by the Company will provide
operations of the target substantial returns for
business if it does not shareholders which will
obtain additional funding support the funding requirements.
following completion If no such acquisitions
of an acquisition. are identified by the
2 second anniversary
of listing then a board
meeting will decide the
future of SPA.
--------------------------------- -----------------------------------
Strategy The Company currently The Board has a clear
has no assets producing strategy and very experienced
positive cash flow and management team that
its ultimate success is highly motivated to
will depend on the Directors' deliver against the strategy.
ability to implement If the Board is unable
the strategy outlined to executive the strategy
in its Prospectus, generate due to unavailable acquisitions
cash flow from the Company's at the right price, the
potential investments, Company will consider
and access equity and the timely return of
debt financing markets funds to shareholders.
as the Company grows
and develops. Whilst
the Directors are optimistic
about the Company's prospects,
there is no certainty
that anticipated outcomes
and sustainable revenue
streams will happen.
--------------------------------- -----------------------------------
COVID-19 COVID-19 may impact the The Directors are closely
Company's ability to monitoring the commercial
raise capital to fund impact of the COVID-19
acquisitions and working pandemic on biotech &
capital and could adversely pharmaceutical industry
impact acquisitions in and will only propose
biopharmaceuticals and compelling acquisitions
technology industry. after carrying out significant
due diligence for securing
capital.
In February 2020, the
directors received a
mandate to pursue acquisitions
outside the biotechnology
& pharmaceutical sector.
--------------------------------- -----------------------------------
Composition of the Board
A full analysis of the Board, its function, composition and
policies, is included in the Governance report is pages 14 to
16.
Capital structure
The Company's capital consists of Ordinary Shares which rank
pari passu in all respects and which are traded on the Standard
list of the Main Market of London Stock Exchange. However, on 20
July 2020, the shares were suspended pending completion of the
acquisition of East Imperial Pte. Ltd.
There are no restrictions on the transfer of securities in the
Ordinary Shares of the Company or restrictions on voting rights and
none of the Ordinary Shares are owned or controlled by employee
share schemes. There are no arrangements in place between
shareholders that are known to the Company that may restrict voting
rights, restrict the transfer of securities, result in the
appointment or replacement of Directors, amend the Company's
Articles of Association or restrict the powers of the Company's
Directors, including in relation to the issuing or buying back by
the Company of its shares or any significant agreements to which
the Company is a party that take effect after or terminate upon, a
change of control of the Company following a takeover bid or
arrangements between the Company and its Directors or employees
providing for compensation for loss of office or employment
(whether through resignation, purported redundancy or otherwise)
that may occur because of a takeover bid.
Section 172 Statement
Under section 172 of the Companies Act 2006 ("Section 172"), a
director of a company must act in a way that they consider, in good
faith, and would most likely promote the success of the company for
the benefit of its members as a whole, taking into account the
non-exhaustive list of factors set out in Section 172.
Section 172 also requires directors to take into consideration
the interests of other stakeholders set out in Section 172(1) in
their decision making.
The Company, as a special purpose acquisition vehicle seeking an
acquisition that: has yet to complete an acquisition; has one
employee; and has a Board and business which came together in
conjunction with the Company's listing on the Main Market, Standard
Segment, in May 2019 (the" Admission"), has had relatively little
interaction with its members and internal stakeholders during the
Year ended 31 December 2020 (the "Reporting Period").
It should be noted that due to the early stage of the Company's
development, the Board also deems the Company's impact on external
stakeholders to have been minimal during the Reporting Period. The
Company's strategy is to acquiring a business or businesses
operating in the pharmaceutical and biotechnology sector. The
Company will look to acquire a target company with products and
technology already at a stage of research and development that will
add value to the Company. The Company will have a wide range of
internal and external stakeholders, relations with which the Board
will take into consideration both as part of its pre and
post-acquisition strategy.
Engagement with our members plays an essential role throughout
our business. We are cognisant of fostering an effective and
mutually beneficial relationship with our members. Our
understanding of our members is factored into boardroom discussions
and decisions regarding the potential long-term impacts of our
strategic decisions.
Post the Reporting Period end, the Directors have continued to
have regard to the interests of the Company's stakeholders,
including the potential impact of its future activities and
acquisition strategy on the community, the environment and the
Company's reputation, when making decisions. The Directors also
continue to take all necessary measures to ensure the Company is
acting in good faith and fairly between members and is promoting
the success of the Company for its members in the long term.
The table below acts as our Section 172 statement by setting out
the key stakeholder groups, their interests and how Bermele plc
engages with them. Given the importance of stakeholder focus,
long-term strategy and reputation to the Company, these themes are
also discussed throughout this Annual Report.
Stakeholder Their interests How we engage
Investors
* Comprehensive review of financials * Regular reports and analysis on investors and
shareholders
* Business sustainability
* Annual Report
* High standard of governance
* Company website
* Success of the business
* Shareholder circulars
* Ethical behaviour
* AGM
* Awareness of long-term strategy and direction
* RNS announcements
* Press releases
---------------------------------------------------- ----------------------------------------------------------
Regulatory
bodies * Compliance with regulations * Company website
* Company reputation * RNS announcements
* Insurance * Annual Report
* Direct contact with regulators
* Compliance updates at Board Meetings
* Consistent risk review
---------------------------------------------------- ----------------------------------------------------------
Partners
* Business strategy * Meetings and negotiations
* Application of acquisition strategy * Reports and proposals
* Dialogue with third party stakeholders where
appropriate
---------------------------------------------------- ----------------------------------------------------------
The Section 172 statement should be read in conjunction with the
full Strategic Report and the Company's Corporate Governance
Statement.
Approved by the Board on 12 May 2021
Toby Hayward
Non- Executive Chairman
12 May 2021
Directors Report For the 11 Month Period Ended 31 December
2020
Toby Hayward , 62, Non-Executive Chairman
Toby Hayward qualified as a Chartered Accountant with Touche
Ross & Co in 1984 and subsequently held a number of senior
equity capital market positions in London.
He was formerly Managing Director and Head of Corporate Broking
at Jefferies International Limited, prior to this he was Head of
Oil and Gas Equity Capital Markets at Canaccord Adams. He has also
previously held the positions of Chairman and Non-Executive
Director at Severfield plc and Non-Executive Director and Interim
CEO at Afren plc.
He is a Chartered Accountant and member of the Institute of
Chartered Accountants of England and Wales.
Dr Susan (Sue) Thompson , 60, Non-Executive Director
Dr Sue Thompson completed an undergraduate degree (Kings College
London) and research based Master's degree (University of Oxford)
in the Life Sciences, prior to six years in Account Management at
two major advertising agencies, contributing to product
development, marketing and advertising for large pharmaceutical and
consumer companies. She then returned to University to study
Medicine and has been qualified as a Consultant Psychiatrist since
2003. Sue continues to practice medicine as a Consultant
Psychiatrist, but also maintains a keen interest in business, as
Director of both a property investment and a medical services
company.
Derek Ward , 58, Non-Executive Director
Derek Ward was previously Executive Vice President, UK Markets
& Strategic Relationships at Atos - a leading Business
Consulting, Systems Integration and Managed Operations organization
with worldwide annual revenues of more than EUR 10 billion . Derek
reported directly to the Main Operating Board and was responsible
for Strategic Relationships across all UK markets, from Financial
Services, Health, Enterprise, Transport and Government. Derek
provided leadership in the transformation of the UK business
towards its goal of delivering a significant proportion of its
revenues from transaction based business services.
In his role he also Chaired the UK Strategy Board, was the UK
Executive sponsor of Sustainability and as the Worldwide
Information Technology Partner for the Olympic Games, Derek was the
UK Executive sponsor for London 2012.
Anthony Reeves, 80, Non-Executive Director
Tony has a wealth of domestic and international experience as a
Director and Chairman, specialising in organic growth and strategic
acquisitions across a number of sectors including staffing,
healthcare and technology. He was formerly a Non-Executive Director
of Levrett PLC which completed the successful acquisition of
Nuformix by way of reverse takeover in 2017.
The Directors present their report with the audited financial
statements of the Company for the 11 months period ended 31
December 2020. A commentary on the business for the year is
included in the Chairman's Statement on page 3. A review of the
business is also included in the Strategic Report on pages 4 to
8.
Directors
The Directors of the Company during the period and their
beneficial interest in the Ordinary Shares of the Company at 31
December 2020 were as follows:
Director Position Appointed Ordinary shares
---------------- ------------------------- ------------ -----------------
Anthony Reeves Non-Executive Director 13/08/2019 1,800,000
Directors Unapproved Options
The following hold unapproved options (being non-tax advantaged
options) to subscribe for the following numbers of Ordinary Shares
at not less than 0.1 pence per Share:
Director Position Appointed Ordinary shares
------------------- -------------------------- ------------ -----------------
Toby Hayward Non-Executive Chairman 17/04/2018 3,000,000
Dr Susan Thompson Non- Executive Director 20/09/2017 5,000,000
Derek Ward Non-Executive Director 17/04/2018 3,000,000
Anthony Reeves Non-Executive Director 13/08/2019 4,000,000
On the date the Company Shares were listed on the Official List
and admitted to trading on the LSE Toby Hayward & Derek Ward
were each entitled to 3,000,000 shares & Dr Susan Thompson was
entitled to 5,000,000 of the potential share options with an
exercise price of 0.1p per share. Anthony Reeves was awarded
4,000,000 shares options exercisable at 1.25p per share on 13
August 2019.
Directors' and officers' liability insurance
The company has, as permitted by s234 and 235 of the Companies
Act 2006, maintained insurance cover on behalf of the directors and
company secretary indemnifying them against certain liabilities
which may be incurred by them in relation to the company. At the
date of this report, the Company has a third-party indemnity policy
in place for all Directors.
Substantial Shareholders
As at 31 December 2020, the total number of issued Ordinary
Shares with voting rights in the Company was 222,000,000. Details
of the Company's capital structure and voting rights are set out in
note 11 to the financial statements.
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at the date of
approval of this report.
Party Name Number of Ordinary % of Share Capital
Shares
------------------------------ ------------------- ---------------------------------------
Capital Resources inc. 20,000,000 9.01%
Richard Griffiths 13,600,000 6.13%
James Bligh 8,904,240 4.01%
Strada FZE 8,333,333 3.75%
Prompt Properties Management 8,333,333 3.75%
Pipal Investment Limited 8,333,333 3.75%
Financial instruments
Details of the use of the Company's financial risk management
objectives and policies as well as exposure to financial risk are
contained in the Accounting policies and note 12 of the financial
statements.
Dividends
The Directors do not propose a dividend in respect of the year
ended 31 December 2020.
Future developments and events subsequent to the year end
Further details of the Company's future developments and events
subsequent to the year-end are set out in the Strategic Report on
pages 4 to 8.
Corporate Governance
The Governance report forms part of the Directors' Report and is
disclosed on pages 14 to 16 .
Going Concern
As set out in the Strategic Report on pages 4 to 8, the current
activity of the company is to explore investment opportunities. The
Company had GBP59,284 cash as at 31 December 2020 and ongoing
operational costs of circa GBP200,000 per annum providing
significant headroom to fund costs associated with evaluating
acquisitions and investments, including due diligence. As set out
on note 18, since the reporting date the company has secured
GBP100,000 of convertible loan. The directors have also agreed to
further equity issues to raise fund to cover all cost.
On this basis, the Board considers the company to have
sufficient resources to remain in operational existence for the
foreseeable future.
Principal Activities
The Company's principal activity was to seek an acquisition in
the biotech & technology sector with supporting
acquisitions/investments to support transformation of the sector.
However, in February 2020 the board were granted approval by
shareholders to consider acquisitions in all sectors and
geographies.
On 20 July 2020 the Company announced it has signed Heads of
Terms to acquire the entire issued share capital of East Imperial
Pte. Ltd. The shares are now suspended on the London Stock Exchange
pending completion of the reverse takeover.
Auditors
The Board appointed Crowe U.K. LLP as auditors of the Company on
November 2018. It has expressed its willingness to continue in
office and a resolution to reappoint the firm will be proposed at
the Annual General Meeting.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report
alongside the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
Under Company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the of the Company and of the profit or loss of the Company
for that year. The Directors are also required to prepare financial
statements in accordance with the Listing Rules and the Disclosure
and Transparency and Guidance Rules of the FCA of the London Stock
Exchange for companies whose shares are admitted to the Standard
Segment of the Official List.
In preparing these financial statements, the Directors are
required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable IFRSs as adopted by the European
Union have been followed, subject to any material departures
disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements and the Remuneration Committee Report
comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities. They are also responsible to make a statement
that they consider that the annual report and accounts, taken as a
whole, is fair, balanced, and understandable and provides the
information necessary for the shareholders to assess the Company's
position and performance, business model and strategy.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements may
differ from legislation in other jurisdictions.
Statement of Directors' responsibilities pursuant to Disclosure
and Transparency Rules
Each of the Directors, whose names and functions are listed on
page 9 confirm that, to the best of their knowledge and belief:
- the financial statements prepared in accordance with IFRS as
adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and loss of the Company;
and
- the Annual Report and financial statements, including the
Strategic Report, includes a fair review of the development and
performance of the business and the position of the Company,
together with a description of the principal risks and
uncertainties that they face.
Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit
information of which the Company's auditors are unaware, and each
Director has taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit
information and to establish that the Company's auditors are aware
of that information.
The report of the Directors was approved by the Board on 11 May
2021 and signed on its behalf by:
Toby Hayward
Non-Executive Chairman
12 May 2021
Directors Remuneration Report For the 11 Month Period Ended 31
December 2020
Dear Shareholder
In line with the Prospectus the Directors intend, so far as
possible given the Company's size and the construction of the
Board, to comply with the UK Corporate Governance Code. At this
time the Board comprises four members and there is one employee in
addition to the Directors. As soon as the Company's business has
developed sufficiently, the Directors intend to establish a
Remuneration Committee comprising a majority of non-executive
directors.
I look forward to setting out a more detailed policy once we are
in a position to complete our first acquisition.
Toby Hayward
Non- Executive Chairman
12 May 2021
Governance Report For the 11 Month Period Ended 31 December
2020
Governance Report
Introduction
As a member of the London Stock Exchange Main Market (Standard
Listing) the Board of Bermele is not required to comply with the
revised UK Corporate Governance Code published by the Financial
Reporting Council in July 2018 ("the Code"). However, the Board is
committed to maintaining high standards of corporate governance and
business ethics. Copies of the Code are available from the
Financial Reporting Council's website at www.frc.org.uk .
The Directors recognise the value of the Code and will take
necessary measures to ensure that the Company complies, taking into
account the Company's size and the nature of its business. This
report sets out in broad terms how we comply at this point in time
and sets out the reasoning where we are not compliant.
The following statements correspond to the principles set out in
the Code.
1. Board Leadership and Company Purpose
It is the Board's responsibility to provide strategic oversight
and guidance to ensure the Company is able to create and sustain
shareholder value over the long term. For this purpose, the Board
encourages an open, respectful and collaborative working
environment where all Directors voice their opinions and contribute
constructively to the debate.
The Board is committed to maintaining the Company's culture,
values and standards. The Company currently has only one
employee.
The Board ensures that all key matters affecting the Company are
considered and that material risks and opportunities are identified
and discussed by the Board.
The Company values the views of its shareholders and recognises
their interest in the Company's strategy and performance and Board
membership. The Board communicates with its shareholders
principally through RNS announcements, the Annual Report, and the
Company's website. The non- Executive Directors regularly engage
with shareholders during the year. The Non-Executive Directors will
have the opportunity to engage directly with shareholders at the
AGM and on other occasions if appropriate. The upcoming inaugural
AGM will give the Directors the opportunity to report to
shareholders on current and proposed operations of the Company and
enables shareholders to express their views on the Company's
business activities. Committee Chairs will also use the inaugural
AGM as a forum to engage with shareholders on significant matters
related to their areas of responsibility. The Company's
interactions with other stakeholders are outlined in the Section
172 statements of the Strategic Report section of this annual
report.
The Company does not presently have a policy on diversity and
will look to implement a policy post completion of an
acquisition.
2. Division of Responsibilities
The Company's business is directed by the Board which is
comprised of a Non-Executive Chairman, and three Non-Executive
Directors, all of whom are considered independent immaterial
shareholders in the Company . As such, in compliance with the Code,
at least half the board are independent. The Board has not
appointed a Senior Independent Director contrary to the Code and
will do so after completing an acquisition. The Board provides
leadership and direction for the Company, sets overall strategy and
oversees implementation, ensures appropriate systems and processes
are in place to monitor and manage risk and compliance issues and
takes responsibility for financial performance and corporate
governance.
The Non-Executive Chairman is primarily responsible for the
leadership and effectiveness of the Board. The Board's joint
responsibilities include leading the development and execution of
the Company's long-term strategy, overseeing matters pertaining to
the running of the Company and ensuring that the Company meets all
legal, compliance and corporate requirements. High level strategic
decisions are discussed and taken by the Board with recommendations
as appropriate from the Non-Executive Chairman. Operational
decisions are also taken by the Board jointly.
The biographical details of the Directors are set out on page 9.
The Directors are of the opinion that the Board comprises a
suitable balance and that the recommendations of the Code have been
implemented to an appropriate level.
During the reporting period, the Board considered all relevant
matters within its remit, but focused in particular on the
establishment of the Company and the identification of suitable
acquisition opportunities for the Company to pursue, the associated
due diligence work as required and the decisions thereon.
The Company does not have a CEO and, where appropriate, the
Non-Executive Chairman assumes the role of CEO. It is the Board's
opinion that the current arrangements are appropriate to the
Company at this stage of development and that there are sufficient
compliance structures within the Company to ensure that the
governance functions that would be part of an independent
Chairman's responsibility are met. The Board is satisfied with the
balance between Executive and Non-Executive Directors which allows
it to exercise objectivity in decision making and proper control of
the Company's business. The Board considers its composition
appropriate in view of the size and requirements of the Company's
business.
The Non-Executive Directors' role is to act as a sounding board
to the Non-Executive Chairman and to be available to shareholders
as and when necessary. The Non-Executive Directors also provide
constructive input and monitor the delivery of strategy within the
risk parameters set by the Board. The Board considers the
Non-Executive Directors to be independent in character and
judgement and that there are no relationships or circumstances
which could materially affect or interfere with the exercise of the
Non-Executive Directors' strong, independent judgement, knowledge
and experience.
It is the responsibility of the Non-Executive Chairman and
Company Secretary to ensure the Board members receive sufficient
and timely information regarding corporate and business issues to
enable them to discharge their duties. The Board is also kept
informed of changes in relevant legislation and changing commercial
risks with the assistance of the Company's Legal Counsel and
auditors.
3. Composition, succession and evaluation
The Board and its governance committees are considered to have
the appropriate balance of skills, experience, independence and
knowledge of the Company to enable them to discharge their
respective duties and responsibilities effectively. Further
information on the governance committees and its members are
available in the annual report.
Directors appointed by the Board are subject to election by
shareholders at the Annual General Meeting of the Company following
their appointment and thereafter are subject to re-election in
accordance with the Company's Articles of Association. The Company
currently offers its Directors for re-election by rotation in
accordance with its Articles of Association every three years. The
Board considers this appropriate given the size of the Board and
the benefit of stability and experience in the Board composition.
This re-election process will be kept under review. Accordingly,
the Company is non-compliant with the Code insofar as all Directors
are not subject to annual re-election.
As the Company has not undertaken an acquisition, no formal
annual appraisal of the performance of the other Directors is
undertaken. A formal process will be undertaken once the Company
undertakes and acquisition. Accordingly, Board Evaluations is an
area where the Company is not compliant with the provisions of the
Code.
4. Audit, risk and internal control
The annual report describes the principal risks for the Company
and the Board's view of the Company's position and prospects.
The Board acknowledges its responsibility for a sound system of
internal control to safeguard shareholders' investments and the
Company's assets. Financial, technical and operational risks are
reviewed regularly by the Board and, where appropriate, the Audit
and Risk Committee. The annual report describes the Company's
internal control framework and risk mitigations.
5. Remuneration
In line with the prospectus the Directors intend, so far as
possible given the Company's size and the construction of the
Board, to comply with the UK Corporate Governance Code. At this
time the Board comprises four members and there is one employee in
addition to the Directors. As soon as the Company's business has
developed sufficiently, the Directors intend to establish a
remuneration committee comprising a majority of Non-Executive
Directors
DISCLOSURES REQUIRED BY PUBLICLY TRADED COMPANIES UNDER RULE
7.2.6R OF THE UK LISTING AUTHORITY'S DISCLOSURE AND TRANSPARENCY
RULES
The following disclosures are made pursuant to Rule 7.2.6.R of
the UK Listing Authority's Disclosure and Transparency Rules (DTR).
As at 31 December 2020:
a) Details of significant direct or indirect holdings of
securities of the Company are set out in the Directors' Report
outlined in this document. The Company is not aware of any
agreements between shareholders which may result in restrictions on
the transfer of securities or on voting rights.
b) There are no persons who hold securities carrying special
rights regarding control of the Company.
c) All ordinary shares carry one vote per share without restriction.
d) The Company's rules about the appointment and replacement of
Directors are contained in the company's constitution and accord
with the Companies Act 2006. Amendments to the company's
constitution must be approved by the Company's shareholders by
passing a special resolution.
e) The Company may exercise in any manner permitted by the
Companies Act 2006 any power which a public company limited by
shares may exercise under the Companies Act 2006. The business of
the Company is managed by or under the direction of the Directors.
The Directors may exercise all the powers of the Company except any
powers that the Companies Act 2006 or the constitution requires the
Company to exercise.
f) Subject to any rights and restrictions attached to a class of
shares and in compliance with the Companies Act 2006, the Company
may allot and issue unissued shares and grant options over unissued
shares, on any terms, at any time and for any consideration, as the
Directors resolve. This power of the Company can only be exercised
by the Directors. The Company may reduce its share capital and
buy-back shares in itself on any terms and at any time. However,
the Companies Act 2006 sets out certain procedures which must be
followed in relation to reductions in share capital and the
buy-back of shares.
Employment without discrimination
The Company is committed to recruitment of employees on the
basis of aptitude and ability. We hire and promote our people
regardless of gender, orientation, origin, creed, disability or any
other inappropriate discrimination.
Environmental and social
In our day to day business we commit to comply with applicable
environmental laws. The direct impact of our operations is low. We
also aim to undertake good housekeeping practices such as reducing
energy consumption, using sustainable resources and recycling
waste.
This Governance Report was approved by the Board and signed on
its behalf by:
Toby Hayward
Non-Executive Chairman
12 May 2021
Nomination Committee Report For the 11 Month Period Ended 31
December 2020
Nomination Committee Report
In line with the prospectus the Directors intend, so far as
possible given the Company's size and the construction of the
Board, to comply with the UK Corporate Governance Code. At this
time the Board comprises four members and there is one employee in
addition to the Directors. As soon as the Company's business has
developed sufficiently, the Directors intend to establish a
Nomination Committee which will comprise of a majority of
Non-Executive Directors
Toby Hayward
Non-Executive Chairman
12 May 2021
Audit Committee Report For the 11 Month Period Ended 31 December
2020
Audit Committee
In line with the prospectus the Directors intend, so far as
possible given the Company's size and the construction of the
Board, to comply with the UK Corporate Governance Code. At this
time the Board comprises four members and there is one employee in
addition to the Directors. As soon as the Company's business has
developed sufficiently, the Directors intend to establish an Audit
Committee and a remuneration committee comprising a majority of
Non-Executive Directors. To date the responsibilities to be taken
on by the Audit Committee have been undertaken by the
directors.
Toby Hayward
Non-Executive Chairman
12 May 2021
Independent Auditors Report For the 11 Month Period Ended 31
December 2020
Independent auditor's report to the Members of Bermele Plc
Opinion
We have audited the financial statements of Bermele Plc (the
"Company") for the 11 month period ended 31 December 2020 which
comprise the Statement of Comprehensive Income, Statement of
Financial Position, Statement of Changes in Equity and Statement of
Cash Flows and notes to the financial statements, including a
summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 31 December 2020 and of its loss for the period then
ended;
-- have been properly prepared in accordance with International
Financial Reporting Standards as adopted by the European Union;
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
In forming our opinion on the financial statements, which is not
modified, we have considered the adequacy of the disclosure made in
note 2.1 to the financial statements concerning the company's
ability to continue as a going concern. The financial statements
have been prepared on the going concern basis, which depends on the
company's ability to raise further financing to cover its ongoing
working capital requirements. These conditions, along with other
matters explained in note 2.1 to the financial statements, indicate
the existence of a material uncertainty which may cast a
significant doubt about the company's ability to continue as a
going concern. The financial statements do not include adjustments
that would result if the company were unable to continue as a going
concern.
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors assessment of the company's ability to
continue to adopt the going concern basis of accounting included
reviewing the terms of the proposed reverse acquisition of East
Imperial and the projected working capital requirements of the
enlarged group should the transaction successfully complete,
discussing the prospects for successful completion and associated
equity fundraise with the directors and advisers and considering
the options available to the company should the transaction
ultimately not proceed.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described on the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the financial statements as a whole to be GBP25,600
(Year ended 31/01/2020: GBP31,900), based on approximately 5% of
normalised net loss before tax.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the Audit Committee to report to it all
identified errors more than GBP1,280 (Year ended 31/01/2020:
GBP1,595). Errors below that threshold would also be reported to it
if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
Bermele Plc is the only component included in the scope of the
audit. Its location is London, United Kingdom.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
report of the current year. These matters were addressed in the
context of our audit of the financial report as a whole, and in
forming our opinion thereon, but we do not provide a separate
opinion on these matters. We have determined the matters described
in the 'Material uncertainty related to going concern' section of
this report to be the key audit matters to be communicated in our
report.
We have fulfilled the responsibilities described in the
'Auditor's responsibilities for the audit of the financial
statements' section of our report, including in relation to these
matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of
material misstatement of the financial report. The results of our
audit procedures, including the procedures performed to address the
matter, provide the basis for our audit opinion on the accompanying
financial report.
Other information
The Directors are responsible for the other information
contained within the annual report. The other information comprises
the information included in the Annual Report, other than the
financial statements and our auditor's report thereon. Our opinion
on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion the part of the directors' remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion based on the work undertaken in the course of our
Audit
-- the information given in the strategic report and the
directors' report for the financial period for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and their environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement set out on page 11, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
We obtained an understanding of the legal and regulatory
frameworks within which the company operates, focusing on those
laws and regulations that have a direct effect on the determination
of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the
Companies Act 2006 and taxation legislation.
We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be
the override of controls by management. Our audit procedures to
respond to these risks included enquiries of management about their
own identification and assessment of the risks of irregularities,
sample testing on the posting of journals and reviewing accounting
estimates for biases.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we have
properly planned and performed our audit in accordance with
auditing standards. We are not responsible for preventing
non-compliance and cannot be expected to detect non-compliance with
all laws and regulations.
These inherent limitations are particularly significant in the
case of misstatement resulting from fraud as this may involve
sophisticated schemes designed to avoid detection, including
deliberate failure to record transactions, collusion or the
provision of intentional misrepresentations.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by management on 15 March 2019 to audit the
financial statements for the period ended 31 December 2020. Our
total uninterrupted period of engagement is 3 years, covering the
period ended 31 December 2020.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the company and we remain independent of the
company in conducting our audit.
Our audit opinion is consistent with the additional report to
management.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Stephen Bullock
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
12 May 2021
Statement of Comprehensive Income For the 11 Month Period Ended
31 December 2020
31 December 2020 31 January 2020
Note GBP GBP
Continuing operations
Listing & Reverse Takeover expenses (247,016) (176,135)
Administrative expenses (265,113) (370,262)
------------------ -----------------
Operating loss (512,129) (546,397)
------------------ -----------------
Shares Based Payment (25,994) (92,160)
Finance income - -
Loss before tax (512,129) (638,557)
------------------ -----------------
Taxation 6 - -
Loss after tax and total comprehensive loss for the period
attributable to the equity owners (538,123) (638,557)
================== =================
Loss per share
Basic and diluted (pence per share) 7 (0.24) (0.37)
------------------ -----------------
The above results were derived from continuing operations.
The notes on pages 27 to 36 form part of these financial
statements.
Statement of Financial Position For the 11 Month Period Ended 31
December 2020
Company Number: 10973102 As at As at
31 December 31 January
2020 2020
Note GBP GBP
ASSETS
Current assets
Trade and other receivables 8 265,812 15,503
Cash and cash equivalents 9 59,284 490,988
Total current assets 325,096 506,491
-------------- ------------
Total assets 325,096 506,491
-------------- ------------
LIABILITIES
Current liabilities
Trade and other payables 10 174,484 65,325
Taxation - -
-------------- ------------
Total current liabilities 174,484 65,325
-------------- ------------
Total liabilities 174,484 65,325
-------------- ------------
NET ASSETS 150,612 441,166
============== ============
EQUITY
Share Capital 11 222,000 200,000
Share Premium 1,098,000 900,000
Share Option Reserve 118,154 92,160
Accumulated Losses (1,289,117) (750,994)
Convertible Loan Reserve 14 1,575 -
Total equity 150,612 441,166
============== ============
The financial statements were approved by the Board of Directors
and authorised for issue on 12 May 2021.
Toby Hayward,
Non-Executive Chairman
The notes on pages 27 to 36 form part of these financial
statements.
Statement of Changes in Equity For the 11 Month Period Ended 31
December 2020
Share Capital Share Premium Share Option Convertible Accumulated Total Equity
Reserve Loan Reserve Losses
GBP GBP GBP GBP GBP GBP
As at 31 January
2019 100,001 - - - (112,437) (12,436)
Comprehensive
income
Loss for the
period - - - - (638,557) (638,557)
-------------- -------------- ---------------- ---------------- ---------------- -------------
Transactions
with owners
Share Based
Payment - - 92,160 - - 92,160
Issue of
ordinary shares 99,999 900,000 - - - 999,999
As at 31 January
2020 200,000 900,000 92,160 - (750,994) 441,166
============== ============== ================ ================ ================ =============
Share Capital Share Premium Share Option Convertible Accumulated Total Equity
Reserve Loan Reserve Losses
GBP GBP GBP GBP GBP GBP
As at 31 January
2020 200,000 900,000 92,160 - (750,994) (441,166)
Comprehensive
income
Loss for the
period - - - - (538,123) (538,123)
-------------- -------------- ---------------- ---------------- ---------------- -------------
Transactions
with owners
Share Based
Payment - - 25,994 - - 25,994
Issue of
ordinary shares 22,000 198,000 - - - 220,000
Issue of
Convertible
Loan - - - 1,575 - 1,575
As at 31
December 2020 222,000 1,098,000 118,154 1,575 (1,289,117) 150,612
============== ============== ================ ================ ================ =============
The notes on pages 27 to 36 form part of these financial
statements.
Statement of Cash Flows For the 11 Month Period Ended 31
December 2020
31 December 31 January
202 2020 2020
GBP GBP
Cash flows from operating activities
Operating loss (512,129) (638,557)
Adjustments to cash flows from non-cash
items
Share Based Payment - 92,160
Convertible Loan Reserve 1,575 -
(510,554) (528,397)
Changes in working capital
Increase in trade and other receivables (309) 24,723
Increase in trade and other payables 10,734 (14,166)
--------------------- ------------
Net cash Outflow from operating activities (500,129) (517,840)
--------------------- ------------
Cash flows from investing activities
Issue of Convertible Loan to East (250,000) -
Imperial Limited
Granting of Convertible Loan from 98,425 -
Pascal Hughes
Net cash generated from investing 651,704 -
activities
--------------------- ------------
Cash flows from financing activities
Proceeds from issue of shares, net
of issue costs 220,000 1,000,000
--------------------- ------------
Net cash generated from financing
activities 220,000 1,000,000
--------------------- ------------
Net increase in cash and cash equivalents (431,704) 482,160
Cash and cash equivalents at the
beginning of the period 490,988 8,828
--------------------- ------------
Cash and cash equivalents at the
end of the period 59,284 490,988
===================== ============
The notes on pages 27 to 36 form part of these financial
statements.
Notes Forming Part of the Financial Statements For the 11 Month
Period Ended 31 December 2020
1. Company information
Bermele plc is a public company listed on the London Stock
Exchange in England and Wales.
The company is domiciled in England and Wales and its registered
office is 6th Floor, 60 Gracechurch Street, London, EC3V 0HR.
The principal activity of the Company is that of identifying and
acquiring investment projects.
Bermele plc is trading on the Main Market of the London Stock
Exchange. Shares are currently suspended pending an acquisition of
the entire issued share capital of East Imperial Pte. Ltd. ("East
Imperial").
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these financial statements are set out below. The policies have
been consistently applied to all the years presented, unless
otherwise stated.
2.1 Basis of preparation
These financial statements of the Company have been prepared on
a going concern basis in accordance with International Financial
Reporting Standards (IFRS) and IFRIC interpretations issued by the
International Accounting Standards Board (IASB) and adopted by the
European Union, in accordance with the Companies Act 2006.
Measurement bases: The financial statements have been prepared
under the historical cost convention. Historical cost is generally
based on the fair value of the consideration given in exchange for
assets.
The preparation of the financial statements in compliance with
adopted IFRS requires the use of certain critical accounting
estimates and management judgements in applying the accounting
policies. The significant estimates and judgements that have been
made and their effect is disclosed in note 3.
The accounting reference has been changed from 31 January to 31
December, resulting in the current accounting period being 11
months so the 12 month comparative period may not be comparable.
This change has occurred so that the company's yearend date is
aligned with East Imperial.
Going concern
On 20 July 2020, the Company announced it had signed Heads of
Terms to acquire the entire issued share capital of East Imperial.
During the financial period, the company subscribed GBP250,000 loan
notes to East Imperial.
Although the company signed a legally binding exclusivity
agreement in relation to the acquisition with East Imperial, at the
date of approval of these financial statements the possible
takeover 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. Should the acquisition proceed, the
acquisition will be entirely for shares with no cash consideration
paid. The transaction will necessitate the raising of new equity
funds in order to meet the full anticipated cost of the transaction
and to provide working capital finance for the proposed enlarged
group following the transaction.
The Company had GBP59,284 cash as at 31 December 2020 and
ongoing operational costs of circa GBP200,000 per annum. ,
including due diligence. As set out on note 18, after the reporting
date the company has issued GBP100,000 of convertible loan to
assist with funding of running costs and costs of the proposed
acquisition of East Imperial Further, the directors have agreed to
further equity issues to raise funds to cover all cost.
On this basis, the Board considers the company to have
sufficient resources to remain in operational existence for the
foreseeable future. However, the successful completion of the
proposed acquisition and associated fundraise is not guaranteed and
this represents a material uncertainty.
2.2 Functional and presentation currency
The financial information is presented in the functional
currency, pounds sterling ("GBP") except where otherwise
indicated.
2.3 New standards, amendments, and interpretations
Bermele's financial statements are 11 months to 31 December
2020. So, this was the first year that a number of standards,
amendments to standards, and interpretations which have been issued
by the IASB. The most significant of these is as follows, which are
all effective for the period beginning 1 January 2020:
- IAS 1 Presentation of Financial Statements and IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
(Amendment - Definition of Material)
- IFRS 3 Business Combinations (Amendment - Definition of Business);
- Revised Conceptual Framework for Financial Reporting.
2.4 Segment reporting
Identifying and acquiring investment projects is the only
activity the Company is involved in and is therefore considered as
the only operating segment.
The financial information of the single segment is the same as
that set out in the Statement of Comprehensive Income, Statement of
Financial Position, Statement of Changes in Equity and the
Statement of Cash Flows.
2.5 Net finance income
Finance income comprises interest receivable on funds invested
and other interest receivable. Interest income is recognised in
profit or loss as it accrues using the effective interest
method.
2.6 Financial instruments
Financial instruments are recognised in the statements of
financial position when the Company has become a party to the
contractual provisions of the instruments.
Financial instruments are classified as assets, liabilities or
equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a
financial instrument classified as a liability are reported as an
expense or income. Distributions to holders of financial
instruments classified as equity are charged directly to
equity.
2.7 Financial assets
At initial recognition, the group measures a financial asset at
its fair value plus, in the case of a financial asset not at fair
value through profit or loss (FVPL), transaction costs that are
directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed
in profit or loss.
Subsequent measurement of debt instruments depends on the
group's business model for managing the asset and the cash flow
characteristics of the asset. There are two measurement categories
into which the group classifies its debt instruments:
Amortised cost
Assets that are held for collection of contractual cash flows
where those cash flows represent solely payments of principal and
interest are measured at amortised cost. Interest income from these
financial assets is included in finance income using the effective
interest rate method. Any gain or loss arising on derecognition is
recognised directly in profit or loss and presented in other
gains/(losses) together with foreign exchange gains and losses.
Impairment losses are presented as separate line item in the
statement of profit or loss.
The Company's financial assets held at amortised cost comprise
solely of cash and cash equivalents in the statement of financial
position. The cash and cash equivalents in the statement of
financial position is entirely made up of deposits held with Metro
Bank Plc, a counterparty with independent credit ratings of a
minimum of BB.
Fair value through profit and loss
Assets that do not meet the criteria for amortised cost or fair
value through OCI are measured at FVPL. A gain or loss on a debt
investment that is subsequently measured at FVPL is recognised in
profit or loss and presented net within other gains/(losses) in the
period in which it arises.
The Company's financial assets held at fair value through profit
and loss comprise solely of convertible loan receivable in the
statement of financial position.
2.8 Financial Liabilities
The Company classifies its financial liabilities in the category
of financial liabilities at amortised cost. All financial
liabilities are recognised in the statement of financial position
when the Company becomes a party to the contractual provision of
the instrument. Trade and other payables are included in this
category.
Trade and other payables are initially recognised at fair value
and subsequently measured at amortised cost using the effective
interest rate method. Accounts payable are classified as current
liabilities if payment is due within one year or less. If not, they
are presented as non-current liabilities.
2.9 Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Company after deducting all its
liabilities. Equity instruments issued by the Company are recorded
at the proceeds received net of direct issue costs.
Ordinary shares are classified as equity.
- The share capital account represents the nominal value of the shares issued.
- The share premium account represents premiums received on the
initial issuing of the share capital. Incremental costs directly
attributable to the issue of new shares are shown in share premium
as a deduction from the proceeds, net of tax.
- Accumulated losses include all current period results as
disclosed in the Statement of Comprehensive Income.
2.10 Income tax
Income tax for the period presented comprises current and
deferred tax. Income tax is recognised in the profit or loss except
to the extent that it relates to items recognised directly in
equity, in which case it is recognised in equity.
Deferred income tax is recognised on temporary differences
arsing between the tax bases of assets and liabilities and their
carrying amounts.
2.11 Share-based payments
Where share options are awarded to directors or employees, the
fair value of the options at the date of grant is charged to the
Statement Of Comprehensive Income over the vesting period.
Non-market vesting conditions are considered by adjusting the
number of equity instruments expected to vest at period ended 31
December 2020 so that, ultimately, the cumulative amount recognised
over the vesting period is based on the number of options that
eventually vest. Market vesting conditions are factored into the
fair value of the options granted. The cumulative expense is not
adjusted for failure to achieve a market vesting condition. No
charge will be made for the Value Creation Plan until such time the
Company completes an acquisition.
2.12 Non-recurring costs
Non-recurring costs are disclosed separately in the financial
statements where it is necessary to do so to provide further
understanding of the financial performance of the Company. They are
items that are material, either because of their size or their
nature and are presented within the line items to which they best
relate.
2.13 Government grants
Government assistance was claimed during the year as entitled
under the Coronavirus Job Retention Scheme (CJRS). CJRS is a
furlough scheme administered by Her Majesty's Revenue & Customs
(HMRC). The scheme allowed companies to reclaim up to 80% of
employment costs for employees who might otherwise have been
subject to redundancy as a result of downturn in trade caused by
the Coronavirus pandemic.
Any amounts received in the year are recorded against
administrative expenses.
The assistance provided was unconditional, outside of the
obligation to pay a minimum of the amount received over to affected
employees, that these employees would no longer be required to
perform any duties whilst furloughed and that they were retained in
the company's employ for the period of each claim. There are no
other contingencies that apply to the amounts received.
3. Significant judgments and estimates
The preparation of the Company's financial statements under IFRS
as endorsed by the EU requires the Directors to make estimates and
assumptions that affect the reported amounts of assets and
liabilities at the Statement Of Financial Position as at 31
December 2020, amounts reported for revenues and expenses during
the period, and the disclosure of contingent liabilities at the
reporting date.
Estimates and judgements are continually evaluated and are based
on historical experiences and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
The Directors consider that there are no critical accounting
judgements or estimates relating to the financial information of
the Company.
4. Directors and employees
Staff costs for the Company for the period:
31 December 31 January
2020 2020
Staff costs (including directors):
Wages and salaries 133,000 115,000
Social security costs 6,681 7,005
HMRC JRS (47,278)
Other pension costs 3,300 3,244
------------ -----------
95,703 125,249
==================================== ============ ===========
Average monthly number of people (including all directors)
employed by activity:
31 December 31
2020 January
2020
No. No.
Directors 4 4
Management and administration 1 1
----------------- -------------------
5 5
=============================== ================= ===================
Directors' emoluments:
31 December 2020 31 January 2020
GBP GBP
Directors' emoluments:
Salaries and fees 78,000 64,000
78,000 64,000
=========================== =================== ==================
31 December 2020 31 January 2020
GBP GBP
Highest paid Director
Salaries and Pension Costs 22,000 18,400
22,000 18,400
=========================== =================== ==================
5. Loss before income tax
The loss in the financial statements is stated after
charging:
31 December 2020 31 January 2020
GBP GBP
Legal Fees & Regulatory fees 29,498 56,847
Listing Fees & Reverse Takeover Fees 247,016 176,135
Fees for Company's audit 15,000 18,000
6. Taxation
No liability to corporation tax arose for the period ended 31
December 2020 and year ended 31 January 2020.
31 December 2020 31 January 2020
GBP GBP
Reconciliation of effective tax rate
Loss before tax (512,129) (638,537)
Tax at the UK corporation tax rate of 19% (2020: 19%) (97,286) (121,322)
Unrecognised deferred tax 97,286 121,322
- -
The Company has incurred indefinitely available tax losses of
GBP240,014 (2020: GBP142,728) to carry forward against future
taxable income. No deferred tax asset was recognised in respect to
these accumulated tax losses as there is insufficient evidence that
the amount will be recoverable in future year.
7. Loss per share
The loss per share has been calculated using the loss for the
period after tax attribution to the equity holders of the company,
by the weighted average number of ordinary shares entitled to
dividend rights which were outstanding during the period, as
follows:
31 December 2020 31 January 2020
p p
Loss for period attributable to equity holders of the Company (538,123,00) (638,557,00)
Weighted average number of ordinary shares 220,814,372 164,931,507
----------------- ----------------
Loss per share (0.24) (0.37)
================= ================
8. Trade and other receivables
31 December 2020 31 January 2020
GBP GBP
Amounts falling due within one year:
Prepayments 7,884 9,898
Other receivables 257,928 5,605
265,812 15,503
====================================== =================== ================
It is the Company's policy to assess receivables for
recoverability based on historical data available to management in
addition to forward looking information utilising management's
knowledge. The Directors consider that the carrying amount of trade
and other receivables is approximately equal to their value.
Other receivables comprise of GBP250,000 convertible loan given
to East Imperial Limited, this will be converted into shares on the
completion of the reverse takeover, or repayable in cash should the
acquisition not proceed.
VAT due on expenses incurred during the period and GBP7,928 was
recovered by 7 January 2021.
9. Cash and cash equivalents
31 December 31 January
2020 2020
GBP
Cash at bank 59,284 490,988
------------ -----------
59,284 490,988
============== ============ ===========
All bank balances are denominated in pounds sterling. The
Directors consider that the carrying value of cash and cash
equivalents represents their fair value.
10. Trade and other payables
31 31 January
December 2020
2020
GBP GBP
Amounts falling due within one year:
Trade Payables 19,450 42,192
Convertible Loan- Pascal Hughes 98,425 -
Other Payables 24,609 5,133
Accruals 32,000 18,000
----------- -----------
174,484 65,325
=========================================================================== =========== ===========
The fair value of trade and other payables is considered by the Directors not to be materially
different to the carrying amount.
11. Share capital
Number of Share Capital Share premium
Shares GBP GBP
Issued and fully paid Ordinary
shares of 0.001p each
At 31 December 2020 222,000,000 222,000 1,098,000
============ ============== ==============
The Company was incorporated on 20 September 2017. On
incorporation, 10,000,000 Ordinary Shares were issued at the par
value of GBP0.001 each.
On 25 July 2018, the Company issued a further 90,000,000
Ordinary Shares at a par value of GBP0.001 each.
A further 100,000,000 Ordinary Shares were issued on listing at
9 May 2019.
A further 22,000,000 Ordinary Shares were issued on 13 February
2020.
Voting rights
The holders of ordinary shares are entitled to one voting right
per share.
Dividends
The holders of ordinary shares are entitled to dividends out of
the profits of the Company available for distribution.
12. Financial instruments
Financial assets
Financial assets measured at amortised cost comprise cash and
cash equivalents, as follows:
31 December 2020 31 January 2020
GBP GBP
Cash at bank 59,284 490,988
----------------- ----------------
59,284 490,988
============== ================= ================
Financial liabilities
Financial liabilities measured at amortised cost comprise trade
and other payables, as follows:
31 December 2020 31 January 2020
GBP GBP
Trade payables 19,450 42,192
Convertible Loan-Pascal Hughes 98,425 -
Other payables 24,609 5,133
Accruals 32,000 18,000
174,484 65,325
================================ ================= ================
The Company's major financial instruments include bank balances
and amounts payable to suppliers. The risks associated with these
financial instruments, and the policies on how to mitigate these
risks are set out below. Risk management is carried out by the
Board of Directors. The Company uses financial instruments to
provide flexibility regarding its working capital requirements and
to enable it to manage specific financial risks to which it is
exposed.
Liquidity risk
Liquidity risk arises seeks to manage financial risk, to ensure
sufficient liquidity is available to meet foreseeable needs.
The Company regularly reviews its major funding positions to
ensure that it has adequate financial resources in meeting its
financial obligations. The Directors have considered the liquidity
risk as part of their going concern assessment (note 2). Controls
over expenditure are carefully managed in order to maintain its
cash reserves whilst it targets a suitable transaction. Financial
liabilities are all due within one year.
The COVID-19 pandemic resulted in a significant fall in the
value of global stock markets during March 2020. The pandemic has
created a unique environment, which adds additional challenges for
any companies seeking future funding from the capital markets.
Credit risk
The Company's credit risk is its cash balance and the
convertible shares. The credit risk from its cash and cash
equivalents is limited because the counter parties are banks with
high credit ratings and have not experienced any losses in such
accounts.
In November, Bermele entered a convertible loan of GBP100,000
with a private investor, which is for a fixed term of 12 months and
carries no interest, is repayable or convertible at the Lender's
discretion into new Ordinary Shares in the Company at 0.6 pence per
share.
The company feel it would have sufficient funds by November 2021
if the investor requests the funds instead of issuance of Ordinary
Shares.
Capital risk Management
The Company's objective when managing capital are:
- To safeguard the Companies ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
- To support the Companies growth; and
- To provide capital for the purpose of strengthening the
Companies risk management capability
The Company's objectives when managing capital is 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. The
Company has no borrowings. In order to maintain or adjust the
capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders or issue new
shares.
Bermele plc is in talks to acquire the entire issued share
capital of East Imperial Pte. Ltd. The acquisition costs will be
payable through the issuance of new ordinary shares. The Board
continues to prudently manage its cash risks and has minimised
ongoing operating costs in light of the Acquisition.
Interest risk
The Company's exposure to interest rate risk is the interest
received on the cash held, which is immaterial.
Currency risk
The Company is not exposed to any currency risk at present.
13. Share Options and Warrants
The Company's fair values equity settled share based payments
transaction through the black Scholes model.
The Company operates share-based payments arrangement to
remunerate Directors and key employees in the form of a share
option scheme. Equity based share payments are measured at fair
value (excluding the effect of non-market based vesting conditions)
at the date of grant. The fair value is determined at the grant
date of the equity-settled share based payments is expensed on a
straight line basis over the vesting period, based on the Companies
estimates of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions.
Director Number of Unapproved Options
held in relation to Ordinary
Shares
Toby Hayward 3,000,000
Susan Thompson 5,000,000
Derek Ward 3,000,000
Total 11,000,000
Unapproved options (being non-tax advantaged options) to
subscribe for the following numbers of Ordinary Shares at not less
than 0.1 pence per Share:
11,000,000 unapproved share options were issued to the above
Directors on the 24 April 2019. The options have an exercise price
of 0.1 p per share and a 3-year exercise period from the date of
the reverse takeover. The fair value of the options was determined
as 0.90p per share.
4,000,000 options under an EMI share options scheme were issued
to an employee on the 24 April 2019. The options have an exercise
price of 0.1 p per share and a 3-year exercise period from the date
of the reverse takeover. The fair value of the options was
determined as 0.90p per share.
4,000,000 unapproved share options were issued to Anthony Reeves
in 2019. The options have an exercise price of 1.25p per share and
a 3 year exercise period from date of the Reverse Takeover. The
fair value of the options was determined as 0.43p per share.
500,000 Ordinary Shares Shakespeare Martineau warrants were
issued on the 24 April 2019. The warrants have an exercise price of
1p per share and a 2 year exercise period from vesting at the date
of the reverse Takeover. The fair value of the options was
determined as 0.28p per share.
2020 2020 2020
Unapproved 2020 Existing Shakespeare
options EMl options director Martineau
Options warrants
--------------------- ----------- ---------------------- --------- ------------
Grant date share
price 1p 1p 1.25p 1p
Exercise price 0.1p 0.1p 1.25p 1p
No. of share options 11,000,000 4,000,000 4,000,000 500,000
Risk free rate 0.1% 0.1% 0.1% 0.1%
Expected volatility 50% 50% 50% 50%
Expected option life 3 years 3 years 3 years 2 years
14. Convertible Loan Reserve
Bermele plc issued GBP 100,000 convertible Loan on 4 November
2020. the notes are convertible into ordinary shares of the entity,
at the option of the holder, or repayable in 12 months on 3
November 2021 and carries no interest, is repayable or convertible
at the Lender's discretion into new Ordinary Shares in the Company
at 0.6 pence per share.
31 December 2020 31 January 2020
GBP GBP
Face Value of the convertible Loan 100,000 -
Other equity securities-Value of conversion Right. (1,575) -
98,425 -
================= ================
The initial fair value of the liability portion of the
convertible loan was determined using a present value calculation.
The liability is subsequently recognised on an amortised cost basis
until extinguished on conversion or issuance of shares. The
remainder of the proceeds is allocated to the conversion option and
recognised in equity, and not subsequently remeasured.
15. Related party transactions
The Company's related parties are the Directors of the
Companies. The remuneration of Directors are as follows:
31 December 2020
Directors emoluments, including salary and fees: GBP
Toby Hayward 12,000
Derek Ward 22,000
Dr Susan Thomas 22,000
Anthony Reeves 22,000
78,000
================================================== =================
16. Ultimate controlling party
The Company has no ultimate controlling party.
17. Subsequent events
The Company is pending completion of the potential acquisition
of East Imperial Pte. Ltd as announced by the Company on 20 July
2020. Preparations for the publication of a prospectus and
admission of the enlarged group to trading on the London Stock
Exchange are well advanced. The transaction remains conditional,
inter alia, on consent from the Financial Conduct Authority for the
re-admission of the enlarged share capital to the Official List (by
way of Standard Listing under Chapter 14 of the Listing Rules).
18. Post Balance Sheet Events
The Board has entered a convertible loan of GBP100,000 with a
private investor, which is for a fixed term of 12 months and
carries no interest, is repayable or convertible at the Lender's
discretion into new Ordinary Shares in the Company at 0.6 pence per
share.
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END
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