TIDMHWC
RNS Number : 9667H
Highway Capital PLC
29 November 2022
HIGHWAY CAPITAL PLC
INTERIM REPORT 2022
Chairman's Statement
Dear Fellow Shareholders
The Company announced the proposed acquisition of Guinevere
Capital Esports & Entertainment on 11 October 2021, a
transaction which would constitute a Reverse Takeover under the
Listing Rules. The Company had hoped to complete this transaction
during 2022 but market conditions have prevented this. It remains
the intention of the Directors to conclude the acquisition and they
continue to work with the Company's advisers to achieve this.
The results for the six months ended 31 August 2022 showed a
loss before tax of GBP243,000 (six months ended 31 August 2021:
GBP136,000 loss; year ended 28 February 2022: GBP543,000 loss).
No dividend has been declared.
Dr L Sobolewski
Chairman
29 November 2022
Update on Capital Structure
The Board of Highway Capital Plc ("HWC" or "Company") announces
the following update on its share capital and convertible
loans.
Shares in issue
There are currently 11,490,201 ordinary shares of 2p each.
Convertible Loan Notes - Current Financial Year
In the 6 month period to 31 August 2022, the Company completed a
placing of GBP12,000 Convertible Loan Notes for working capital
purposes. The notes have a term of 5 years and are convertible into
new shares in the Company.
The Convertible Loan Note issued 13 April 2022 for the amount of
GBP12,000 to an unconnected investor has a conversion price of 10p
per new ordinary share and 5% interest per annum.
Key Risks and Uncertainties
Foreign currencies : The company deals in a variety of foreign
currencies: Continual review of foreign currency movements to
ensure company undertakes transactions in the most financially
beneficial currency and ensuring the company is not overly exposed
in one currency.
Brexit : Changing legislative environment between post Brexit UK
and EU may place additional regularity burdens on the company which
make it more difficult to operate with EU based companies to
investments with Europe: Reviewing strategies to monitor and
address the Brexit negotiations and outcomes.
Covid-19 : The Pandemic may impact the Company's ability to
execute an acquisition. However, the Directors will review, on an
ongoing basis, the options for the Company, including raising
additional funds.
War in Ukraine and cost of living crisis : These factors may
impact the Company's ability to execute an acquisition. However,
the Directors will review, on an ongoing basis, the options for the
Company, including raising additional funds.
Statement of comprehensive 6 months 6 months Year ended
income ended ended
31 August 31 August 28 February
2022 2021 2022
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
Management fees - - -
Administrative expenses (243) (136) (543)
--------------------------------- -------- -------------- -------------- --------------
Operating loss 2 (243) (136) (543)
Interest receivable - - -
Amounts written back/(off)
investments and loans - - -
--------------------------------- -------- -------------- -------------- --------------
Profit/(loss) on ordinary
activities before taxation (243) (136) (543)
Tax on profit or loss - - -
on ordinary activities
Profit/(loss) for financial
period and total comprehensive
income (243) (136) (543)
Basic profit/(loss) per
share 3 (2.11)p (1.19)p (4.73)p
Diluted profit/(loss)
per share 3 (2.11)p (1.19)p (4.73)p
Basic profit/(loss) per
share from continuing
operations 3 (2.11)p (1.19)p (4.73)p
Diluted profit/(loss)
per share from continuing
operations 3 (2.11)p (1.19)p (4.73)p
================================= ======== ============== ============== ==============
Statement of financial Notes 31 August 31 August 28 February
position 2022 2021 2022
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Fixed assets - - -
Investments - - -
---------------------------------- ------- -------------- -------------- -------------
Current assets
Debtors 7 28 27
Cash at bank and in hand 1 157 5
---------------------------------- ------- -------------- -------------- -------------
8 185 32
Creditors: amounts falling
due within one year 5 (1,920) (781) (1,701)
Net current assets/(liabilities) (1,912) (596) (1,669)
---------------------------------- ------- -------------- -------------- -------------
Total assets less current
liabilities (1,912) (596) (1,669)
Creditors: amounts falling
due after more than one
year 6 - (666) -
Net assets/(liabilities) (1,912) (1,262) (1,669)
================================== ======= ============== ============== =============
Capital and reserves
Share capital 7 230 230 230
Share premium 475 475 475
Profit and loss account (2,617) (1,967) (2,374)
---------------------------------- ------- -------------- -------------- -------------
Total equity shareholders'
funds/(deficit) (1,912) (1,262) (1,669)
================================== ======= ============== ============== =============
Statement of changes 6 months 6 months Year ended
in equity ended ended
31 August 31 August 28 February
2022 2021 2022
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Profit/(loss) attributable
to ordinary shareholders (243) (136) (543)
Issue of new ordinary shares - - -
less costs
------------------------------------------ -------------- -------------- -------------
Net increase/(decrease)
in shareholders' funds (243) (136) (543)
Opening Shareholders' funds/(deficit) (1,669) (1,126) (1,126)
------------------------------------------ -------------- -------------- -------------
Closing Shareholders' funds/(deficit) (1,912) (1,262) (1,669)
========================================== ============== ============== =============
Statement of cash 6 months 6 months Year ended
flows ended ended
31 August 31 August 28 February
2022 2021 2022
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Profit/(loss) for
the period (243) (136) (543)
Adjustments for:
Interest receivable - - -
Amounts written back
on investments and - - -
loans
Amounts written off
investments and loans - - -
Changes in:
Trade and other debtors 20 (11) (10)
Trade and other creditors 205 62 238
-------------------------------------- -------------- -------------- --------------
Net cash from operating
activities (18) (85) (315)
-------------------------------------- -------------- -------------- --------------
Cash flows from investing
activities
Interest received - - -
Net cash used in - - -
investing activities
Cash flows from financing
activities
Issue of new equity - - -
(net of costs)
Proceeds from loans
to company 12 200 278
Repayment and conversion - - -
of loans to company
------------------------------- ---- -------------- -------------- --------------
Net cash from financing
activities 12 200 278
-------------------------------------- -------------- -------------- --------------
Net increase/(decrease)
in cash and cash equivalents (6) 115 (37)
Cash and cash equivalents
at beginning of period - 37 37
-------------------------------------- -------------- -------------- --------------
Cash and cash equivalents
at end of period (6) 152 -
-------------------------------------- -------------- -------------- --------------
Notes to the Interim Report
1. Basis of preparation of the interim report
The condensed set of financial statements for the six months
ended 31 August 2022 has been prepared on a basis consistent with
the financial statements for the year ended 28 February 2022.
The condensed set of financial statements for the six months
ended 31 August 2022 has not been audited or reviewed by the
auditors pursuant to the Auditing Practices Board guidance on
Review of Interim Financial Information.
The comparative financial information for the year ended 28
February 2022 has been extracted from the audited financial
statements, on which the auditors issued an unqualified audit
report, and which have been delivered to the Registrar of
Companies.
The financial information contained in the interim statement
does not constitute statutory accounts within the meaning of
section 434 of the Companies Act 2006.
There are no acquired or discontinued operations in the relevant
financial periods.
There are no recognized gains or losses other than the profit or
loss for the relevant financial periods.
Highway Capital plc is a stand-alone company and does not
prepare consolidated accounts. It has therefore continued to
prepare its accounts in accordance with UK rather than
international accounting standards.
2. Operating loss
This is stated after
charging:
6 months 6 months Year ended
ended ended
31 August 31 August 28 February
2022 2021 2022
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Directors' remuneration
- salaries and fees 48 48 96
Auditors' remuneration
- audit services 8 10 15
- other services - - 97
============== ============== ==============
3. Profit/(loss) per share
The profit/(loss) per ordinary share calculation has been based
on the loss attributable to ordinary shareholders of GBP243,000
(August 2021: loss GBP136,000; February 2022: loss GBP543,000),
divided by 11,490,201 (August 2021: 11,490,201; February 2022:
11,490,201) being the weighted average number of ordinary shares in
issue during the period. There is no difference between the basic
and the diluted loss per ordinary share, as any adjustment would be
anti-dilutive.
There are no discontinued operations in the periods and,
therefore the basic and the diluted profit/(loss) per ordinary
share from continuing operations are the same as the basic and the
diluted profit/(loss) per ordinary share.
4. 2022 interim dividend
No interim dividend has been declared.
5. Creditors: falling due within one year
Creditors falling due within one year include GBP1,011,000 of
convertible loan notes.
The loan note holders have all confirmed that they wish to
convert their loans to equity when the company completes a suitable
acquisition.
These loans are unsecured, convertible at the holder's request
into new ordinary shares in the company at a price of 5 or 10 pence
per share; in the event that the loans are not repaid or converted
prior to their maturity date then they will attract accrued
interest at a rate of 5% or 12% per annum.
6. Creditors: falling due after more than one year
There are no Creditors falling due after more than one year as
at 31 August 2022.
7. Share capital
31 August 31 August 28 February
2022 2021 2022
(unaudited) (unaudited) (audited)
Ordinary shares of
2p each
Allotted, called-up,
fully paid
Number of shares 11,490,201 11,490,201 11,490,201
Nominal value GBP229,804 GBP229,804 GBP229,804
============== ============== =============
8. Related party transactions
As at the balance sheet date, there are loans to the company of
GBP31,000 from B Patnaik, a director of the company, and GBP255,000
from N Mayster, a director and shareholder of the company . The
terms of the loans are interest at 5% and this is considered
reasonable.
No other related party transactions were undertaken as such that
are required to be disclosed under FRS 102.
9. Responsibility statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared
in accordance with FRS 104 Interim Financial Reporting issued by
the Financial Reporting Council;
(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 their impact on the financial
statements 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 party
transactions and changes therein).
By order of the Board
Dr L Sobolewski M Szytko
Chairman Non-Executive Director
10. Publication
Copies of this statement will be available on the company's
website at www.highwaycapital.co.uk .
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END
IR XKLFLLFLXFBQ
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