TIDMFHP
RNS Number : 4396K
Fandango Holdings PLC
05 May 2022
Fandango Holdings plc / Index: LSE / Epic: FHP / Sector:
Investment
5 May 2022
Fandango Holdings plc ('Fandango' or 'the Company')
Interims
Fandango Holdings plc, the investment company, is pleased to
provide its interim financial accounts for the period ended 28
February 2022.
Chairman's Report
Fandango Holdings PLC ("the Company") is an investment company
incorporated on 25 August 2016, with the original primary objective
of undertaking a single acquisition of a target company, business
or asset in the industrial or service sector.
On 23 December 2021, the Company entered into a non-binding
Heads of with Radair Limited, a Bahamian based Internet of Things
provider, which has a mature infrastructure and early-use phase of
development, with some new providers seeking to gain first-mover
advantage and capture budding value by facilitating the use of IoT
for hardware manufacturers, software creators, network partners and
business and consumer end users. Radair, with its unique approach,
is one such provider.
Radair (a) manufactures and sells third-party as well as
proprietary consumer IoT network devices, such as consumer hubs (b)
designs and deploys bespoke, holistic enterprise IoT solutions, and
(c) provides network infrastructure to support generic IoT
applications in mesh networks. This tripartite business model means
that the Target generates revenue from all three interlinked layers
of the fast-growing IoT ecosystem, whilst facilitating and
deepening the presence and penetration of each layer.
Additionally, the Target intends to earn revenue in the form of
cryptocurrency from its network provision activities, through
'Proof of Coverage' mining and will issue its own cryptocurrency
token, 'RAIR', which leverages a unique and novel consensus
mechanism to create a secure and decentralised data-driven
distributed ledger. The Directors intend for Radair's balance sheet
value to be driven, therefore, by fiat currency generated through
device sale revenue, third-party tokens mined from network
provision and the value of the RAIR token itself, a proportion of
which will stay in the Target's possession.
The directors believe that that the acquisition of Radair should
add significant shareholder value and look forward to completing
the RTO transaction
The Acquisition, if it proceeds, will constitute a Reverse
Takeover under the Listing Rules since, inter alia, in substance it
will result in a fundamental change in the business of the issuer
The Acquisition is subject, inter alia, to the completion of due
diligence, documentation and compliance with all regulatory
requirements, including the Listing and Prospectus Rules and, as
required, the Takeover Code.
As the Acquisition will constitute a Reverse Takeover under the
Listing Rules, the Company's shares remain suspended pending the
publication of a prospectus and the application for the enlarged
Company to have its Ordinary Shares admitted to the Official List
and to trading on the main market for listed securities of the
London Stock Exchange.
The Company is working on the preparation of a prospectus in
relation to the Acquisition and will, in due course, be making
application for the enlarged Company to have its Ordinary Shares
admitted to the Official List and to trading on the standard
segment of the main market for listed securities of the London
Stock Exchange. It is anticipated that re-listing should take place
in Q3 2022.
Results for the period
For the period from 1 September 2021 to 28 February 2022, the
Company's results included the ongoing running costs of the Company
including listing fees on the London Stock Exchange and other
advisory costs.
Risks and uncertainties
The Company is a relatively new entity, with only a brief
operating history, and therefore, investors have no basis on which
to evaluate the Company's ability to achieve its objective of
identifying, acquiring and operating one or more companies or
businesses.
Going Concern
As stated in Note 1 to the condensed financial statements, the
directors are satisfied that the Company has sufficient resources
to continue in operation for the foreseeable future, a period of
not less than 12 months from the date of this report. Accordingly,
they continue to adopt the going concern basis in preparing the
condensed financial statements.
Post Balance Sheet Events
There are no post balance sheet events other that the company is
in the process of raising "pre-IPO/RTO" funds sufficient to enable
the company to complete the re-listing process. Such funds will be
converted into ordinary shares of the company upon completion of
the RTO.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year; and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to
provide additional information to shareholders to assess the
Company's strategies and the potential for those strategies to
succeed. The IMR should not be relied on by any other party or for
any other purpose.
Charles Tatnall
Chairman
4 May 2022
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months 6 months ended Year ended
ended
28 February 28 February 31 August
2021
2022 2021 GBP ('000)
GBP ('000) GBP ('000) (audited)
Notes (unaudited) (unaudited)
Continuing operations
Investment income 138 - (6)
Administrative
expenses (89) (88) (183)
Listing costs (5) (5) (10)
Loan impairment - - (296)
Profit/(loss) before
tax 44 (93) (496)
Taxation - - -
Profit/(loss) for
the period 44 (93) (496)
Basic earnings
per share (pence) 2 0.03p (0.07p) (0.37p)
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
Notes As at As at As at
28 February 28 February 31 August
2022 2021 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Investments held for
resale - - 375
Prepayments & other
receivables 221 698 10
Cash and cash equivalents - - 1
-------------- -------------- --------------
Total Assets 221 698 386
Equity and Liabilities
Share capital 3 134 134 134
Share premium 579 579 579
Retained earnings (1,060) (702) (1,104)
-------------- -------------- --------------
Total Equity (347) 12 (391)
Current Liabilities
Trade and other payables 530 643 735
Creditors due after
more than one year
Other payables 38 43 42
-------------- -------------- --------------
Total Liabilities 568 686 777
-------------- -------------- --------------
Total Equity and Liabilities 221 698 386
FANDANGO HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share Retained Total
Capital premium earnings Equity
GBP ('000) GBP ('000) GBP ('000) GBP ('000)
Equity at 31 August
2020 134 579 (608) 105
Loss for the Period - - (93) (93)
------------ ------------ ------------ ------------
Equity at 28 February
2021 134 579 (701) 12
Loss for the Period - - (403) (403)
------------ ------------ ------------ ------------
Equity at 31 August
2021 134 579 (1,104) (391)
Profit for the Period - - 44 44
------------ ------------ ------------ ------------
Equity at 28 February
2022 134 579 (1,060) 347
FANDANGO HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
6 months ended 6 months ended Year ended
28 February 28 February 31 August
2022 2021 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited (audited)
)
Cash flows from operating
activities
Operating profit / (loss) 44 (93) (495)
Interest receivable - - -
Impairment 297
Fair value movement - - 6
Interest payable - - -
Decrease/(increase) in
receivables 369 (10) -
(Decrease)/increase) in
payables (209) 154 245
-------------- -------------- --------------
Net cash flows from operating
activities 204 51 53
Cash flows from investing
activities
Amounts (advanced to) /
repaid by related parties (204) (51) 52
-------------- -------------- --------------
Net cash flows from investing
activities (204) (51) (52)
Cash flows from financing
activities
Proceeds from borrowing - - -
Borrowings repaid (1) - -
Finance costs paid - - -
-------------- -------------- --------------
Net cash flows from financing (1) - -
activities
-------------- -------------- --------------
Net increase/(decrease)
in cash and cash equivalents (1) - 1
Cash and cash equivalents 1 - -
at the beginning of the
period
-------------- -------------- --------------
Cash and cash equivalents
at the end of the period - - 1
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Fandango Holdings Plc ('the company') is an investment company
incorporated in the United Kingdom. The address of the registered
office is 27-28 Eastcastle Street London W1E 8DN. The Company was
incorporated and registered in England on 25 August 2016 as a
private limited company and re-registered as a public limited
company on 10 May 2017.
Basis of preparation
This announcement was approved and authorised to issue by the
Board of directors on 4 May 2022.
The financial information in this interim report has been
prepared in accordance with the International Financial Reporting
Standards. IFRS comprises standards issued by the International
Accounting Standards Board (IASB) and the interpretations issued by
the International Financial Reporting Interpretations Committee
(IFRIC) as adopted by the European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective
for the first time in this period that would be expected to have a
material impact on the company.
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value.
The Directors are of the opinion that the financial information
should be prepared on a going concern basis, in the light of the
Company's financial resources.
These condensed interim financial statements for the six months
ended 28 February 2022 and 28 February 2021 are unaudited and do
not constitute full accounts. The comparative figures for the
period ended 31 August 2021 are extracted from the 2021 audited
financial statements. The independent auditor's report on the 2021
financial statements was not qualified.
No taxation charge has arisen for the period and the Directors
have not declared an interim dividend.
Copies of the February 2022 interim report can be found on the
Company's website at www.fandangoholdingsplc.com.
Going concern
The directors are satisfied that the Company has sufficient
resources to continue in operation for the foreseeable future, a
period of not less than 12 months from the date of this report.
Accordingly, they continue to adopt the going concern basis in
preparing the condensed financial statements.
2. Earnings per share
Basic earnings per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period.
For diluted loss per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares.
The calculation of basic and diluted earnings per share is based
on the following figures:-
Period ended Period ended Year ended
28 February 28 February 31 August
2022 2021 2021
GBP GBP GBP
(unaudited) (unaudited) (audited)
Profit/(Loss) for
the period 43,943 (92,995) (495,801)
Weighted average number
of
shares - basic 134,002,000 134,002,000 134,002,000
Weighted average number
of
shares - diluted 134,002,000 159,002,000 134,002,000
-------------- -------------- --------------
Basic earnings per
share (pence) 0.03p (0.07p) (0.37p)
Diluted learnings
per share (pence) 0.03p (0.06p) (0.37p)
-------------- -------------- --------------
The diluted loss per share relates to the issue of 25,000,000
warrants to the Directors which confers the right but not the
obligation to subscribe in cash for up to 25,000,000 GBP0.01p
Ordinary Shares at the subscription price. These warrants were
deemed to have expired during the year to 31 August 2021.
3. Share Capital
As at As at As at
28 February 28 February 31 August
2022 2021 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
134,002,000 Ordinary shares
of GBP0.001 each 134 134 134
-------------- -------------- --------------
4. Reports
A copy of this announcement will be mailed to shareholders and
copies will be available for members of the public at the Company's
Registered Office 27-28 Eastcastle Street London W1E 8DN
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END
IR FIFLTEEIEIIF
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