TIDMSTHP
RNS Number : 4035B
Stranger Holdings PLC
30 September 2022
30 September 2022
STRANGER HOLDINGS PLC
("Stranger" or the "Company")
Final Results
Stranger Holdings plc (LSE:STHP) is pleased to provide its final
results for the year ended 31 March 2022.
Strategic Report
Principal activity
Stranger Holdings PLC ("the Company") is an investment company
with the original primary objective of undertaking a single
acquisition of a target company, business or asset in the
industrial or service sector to which end it has announced a
proposed acquisition of certain mineral interests which will result
in a reverse takeover transaction as described below.
Results for the period
For the year from 1 April 2021 to 31 March 2022, the Company
reported a loss of GBP602,000 (2021 - GBP432,000). At 31 March 2022
the cash balance was GBPNil (2021 - GBPNil)
On 26 September 2021 the Company entered into a Memorandum of
Understanding with Mayflower Capital Investments Pty Limited
("Mayflower") for the acquisition of certain mineral rights in
Africa, to include commodities primarily Uranium and Tin. It is a
very exciting opportunity for the company as it should not have
such a long period of time until mining operations commence,
expected to be around three years, compared with similar operations
whereby such resources can take up to thirteen years until
extraction commences, the lead time to production is therefore
relatively much shorter and profitability should be reached much
sooner.
Acquisitions are 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. The Company will, in due course, be
making an 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. The company has already submitted the draft
prospectus to the UKLA for its first review and Reporting
Accountants have been appointed and are progressing with the
Accountants Report, solicitors have been appointed, and the
Competent Person's Report has been completed.
The Recyclus Group Reverse Take-Over transaction was terminated
due to their non-performance. We have lent Recyclus substantial
monies to assist in the development of their business prior to the
then expected re-listing of the combined group. The company had
received substantial further advances from the bond, which have
been onward advanced to Recyclus, for which they had assumed
responsibility for the servicing and ultimate repayment of the
bond. We have engaged lawyers and sent a letter before action
demanding the return of these monies at the due date together with
costs and interest, and the costs of the aborted transaction. There
is no guarantee that we will be successful in the claims, but we
are advised our claims are strong.
We have to date received more than GBP1,834,000 under the Audley
Funding Facility. The loan facility with Dover Harcourt Plc
("Dover") was entered into on 31 October 2017 and was due for
repayment on the fifth anniversary thereof, which provided the
company access to a 5-year loan of up to GBP20 million. The
facility was conditional on Dover issuing bonds on the Frankfurt
stock exchange. Interest is charged at 7.75% per annum on the
nominal value of the bonds issued.
Subsequent event
On 16 June 2022, notice was issued of a noteholders meeting of
Dover Harcourt PLC (incorporated as a public limited liability
company under the laws of the United Kingdom with registration
number 10537069 (the Issuer)) with regard to GBP20,000,000 7.75%%
Fixed Rate Secured Notes due 31 October 2022 (the "SERIES 2017-F2
Notes") of which Stranger had issued the amounts as described in
the above paragraph under the umbrella GBP400,000,000 Secured
Medium Term Note Programme of Dover Harcourt PLC and on 22 July
2022 the resolutions were passed by the noteholders to the
redemption of the Series 2017-F2 Notes in full by way of:
(i) the issue to the Noteholders of their pro rata entitlement,
being that the issuer converts all amounts due under the Facility
Agreement into shares of the Borrower at a rate of 15p per GBP1 the
same price that shares in the Borrower are issued to Mayflower at
the placing price upon relisting pursuant to the Proposed
Transaction per GBP1,000 of Series 2017-F2 Notes outstanding
(including any accrued and unpaid interest) on 22 July 2022.
(ii) The shareholders of the Borrower will incorporate a new
company, Newco, and will procure that the Borrower transfers
certain rights to Newco (such as litigation rights and assets
secured under the debenture,) and, furthermore, shall transfer
shares valued at GBP100,000 in the Borrower to Newco to assist in
funding the operations and litigation. The rights to be transferred
represent rights to certain monies owed to the Borrower and the
issue to the Noteholders their pro rata entitlement to shares in
Newco per GBP1,000 of Series 2017-F2 Notes outstanding (including
any accrued and unpaid interest) on 22 July 2022, such that the
Noteholders will, in aggregate, own 100% of the shares in
Newco.
(iii) the payment of expenses equal to GBP82,856.30 with the
balance of reserves held by the Issuer on 22 July 2022; and
(iv) the termination and release of the Facility Agreement and the Security Agreement,
The future
The directors look forward with confidence to a bright future
and we very much look forward to working with the Mayflower team.
We would like to thank our shareholders very much for their
continued patience during the process of this reverse takeover
until completion of this acquisition.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2022
Year ended Year ended
31 March 2022 31 March 2021
GBP
GBP '000 '000
Notes
Continuing operations
Government grant income - 1
Listing costs 5 (1) (12)
Administrative expenses 5 (457 ) (344)
Operating loss (458) (355)
Investment income 5 13 106
Finance costs 5 (157) (183)
Loss before taxation (602) (432)
Taxation 7 - -
--------------- ---------------
Loss for the year attributable
to the equity owners (602) (432)
--------------- ---------------
Total comprehensive income
attributable to the equity
owners (602) (432)
Basic and diluted earnings (0.30
per share 8 (0.41 p) p)
The loss for the period is the same as the total comprehensive
income for the year attributable to the owners of the Company.
The notes below form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2022
As at 31 March
2022 2021
GBP GBP
Notes '000 '000
Assets
Current assets
Trade and other receivables 10 501 750
Cash and cash equivalents 12 - -
501 750
Non current assets
Other debtors 11 - 133
Total Assets 501 883
Equity and liabilities
Current liabilities
Trade and other payables 13 949 771
Borrowings 14 2,051 199
Non current liabilities
Borrowings 14 37 1,847
Total Liabilities 3,037 2,817
Equity attributable to equity holders
of the company
Share Capital - Ordinary shares 15 145 145
Share Premium account 737 737
Profit and Loss Account 16 (3,418) (2,816)
Total Equity (2,536) (1,934)
Total Equity and liabilities 501 883
---------- ---------
Approved by the Board and authorised for issue on 30 September
2022
_______________
James Longley
Director
Company Registration No. 09837001
The notes below form part of these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2022
As at 31 March
2022 2021
GBP GBP
Notes '000 '000
Assets
Current assets
Trade and other receivables 10 501 750
Cash and cash equivalents 12 - -
501 750
Non current assets
Other debtors 11 - 133
Total Assets 501 883
Equity and liabilities
Current liabilities
Trade and other payables 13 949 771
Borrowings 14 2,051 199
Non current liabilities
Borrowings 14 37 1,847
Total Liabilities 3,037 2,817
Equity attributable to equity holders
of the company
Share Capital - Ordinary shares 15 145 145
Share Premium account 737 737
Profit and Loss Account 16 (3,418) (2,816)
Total Equity (2,536) (1,934)
Total Equity and liabilities 501 883
---------- ---------
Approved by the Board and authorised for issue on 30 September
2022
_________________
James Longley
Director
Company Registration No. 09837001
The notes below form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2022
Share Share Accumulated Total
capital premium deficit equity
GBP'000 GBP'000 GBP'000 GBP'000
As at 31 March
2020 145 737 (2,384) (1,502)
--------- --------- ------------ --------
Loss for the period - - (432) (432)
As at 31 March
2021 145 737 (2,816) (1,934)
Loss for the period - - (602) (602)
As at 31 March
2022 145 737 (3,418) (2,536)
========= ========= ============ ========
Share capital is the amount subscribed for shares at nominal
value.
Share premium represents amounts subscribed for share capital in
excess of nominal value.
Accumulated deficit represent the cumulative loss of the company
attributable to equity shareholders.
The notes below form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2022
1 General information
Stranger Holdings PLC ('the Company') is an investment company
incorporated in the United Kingdom. The address of the registered
office is disclosed on the company information page at the front of
the annual report. The Company is limited by shares and was
incorporated and registered in England on 22 October 2015 as a
private limited company and re-registered as a public limited
company on 14 November 2016.
2 Accounting policies
2.1 Basis of Accounting
These financial statements of Stranger Holdings PLC have been
prepared in accordance with UK adopted International Accounting
Standards and in accordance with the Companies Act 2006. The
financial statements have been prepared under the historical cost
convention.
The principal accounting policies adopted are set out below.
These policies have been consistently applied.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to the consolidated financial
statements are disclosed in Note 3. The preparation of financial
statements in conformity with IFRSs requires management to make
judgments, estimates and assumptions that affect the application of
accounting policies and reported amounts of assets, liabilities,
income and expenses. Although these estimates are based on
management's experience and knowledge of current events and
actions, actual results may ultimately differ from these
estimates.
The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised if the revision
affects only that period or in the period of the revision and
future periods if the revision affects both current and future
periods.
Both the functional and presentational currency in which the
financial statements are presented is GBP.
a) Going concern
These financial statements have been prepared on the assumption
that the Company is a going concern. When assessing the foreseeable
future, the Directors have looked at a period of at least twelve
months from the date of approval of this report.
Subsequent to the year end Dover Harcourt PLC approved the
resolutions set out by the company in their notice on 16 June 2022.
This will result in the bonds being converted to equity.
The above significantly reduces the debt of the company and
related interest payments and thus corresponding working capital
requirements and contributes materially to the going concern
considerations of the directors. Further details are disclosed in
the Strategic Report.
The Company is working on a potential transaction with Mayflower
Capital Investments Pty Limited ("Mayflower") which may result in a
Reverse Take Over transaction being completed and access to new
funds. The transaction is progressing well and, accordingly, after
making further enquiries, the Directors firmly believe that the
Company has adequate resources to continue in operational existence
for the foreseeable future. If the transaction does not materialise
and the company is unable to raise funds from other sources, a
material uncertainty may exist. However, the directors remain
optimistic with the proposed transaction with Mayflower and
accordingly, we continue to adopt the going concern basis in
preparing the financial statements.
b) New and amended standards adopted by the company
The Company has applied the following standard and amendments
for the first time for its annual reporting period commencing 1
April 2022:
-- Amendments to IAS 1: Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current
-- Amendments to IAS 1: Classification of Liabilities as Current
or Non-current - Deferral of Effective Date
-- Amendments to IAS 16: Property, Plant and Equipment
-- Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets
-- Annual Improvements to IFRS Standards 2018-2020 Cycle
-- Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16:
Interest Rate Benchmark Reform - Phase 2
-- Amendments to IAS 1: Presentation of Financial Statements and
IFRS Practice Statement 2: Disclosure of Accounting Policies
-- Amendments to IAS 8: Accounting policies, Changes in
Accounting Estimates and Errors - Definition of Accounting
Estimates
-- Amendments to IAS 12: Income Taxes - Deferred Tax related to
Assets and Liabilities arising from a Single Transaction
The adoption of these standards and amendments have not had a
material impact on the company.
c) Standards, interpretations and amendments to published standards that are not yet effective
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning after 1
April 2022 and have not been applied in preparing these financial
statements. None of these are expected to have a significant effect
on the financial statements of the company, except the following
set out below:
There are no other IFRSs or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Company
2.2 Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as directors make strategic
decisions. In the opinion of the director, the Company has one
class of business, being that of an investment company. The
Company's primary reporting format is determined by the
geographical segment according to the location of its
establishments. There is currently only one geographic reporting
segment, which is the UK. All costs are derived from the single
segment.
2.3 Financial assets and liabilities
The Company classifies its financial assets at fair value
through profit or loss or as loans and receivables and classifies
its financial liabilities and other financial liabilities.
Management determines the classification of it's investments at
initial recognition, A financial asset or liability is measured
initially at fair value. At inception transaction costs that are
directly attributable to the acquisition or issue, for an item not
at fair value through profit or loss, is added to the fair value of
the financial asset and deducted from the fair value of the
financial liabilities.
Loans and receivables
Loans and receivables are non-derivative financial assets with
fixed or determined payments that are not quoted on an active
market. They arise when the Company provides money, goods or
services directly to a debtor with no intention of trading the
receivable. Loans are recognised when funds are advanced to the
recipient. Loan sand receivables are carried at amortised cost
using the effective interest method (see below).
Other financial liabilities
Other financial liabilities are non-derivative financial
liabilities with fixed or determined payments. Other financial
liabilities are recognised when cash is received from a depositor.
Other financial liabilities are carried at amortised cost using the
effective interest method. The fair value of the other liabilities
repayable on demand is assumed to be the amount payable on demand
at the statement of financial position date.
Derecognition
Financial assets are derecognised when the rights to receive
cash flows from the financial assets have expired or where the
Company has transferred substantially all the risks and rewards of
ownership. In transactions in which the Company neither retains nor
transfers substantially all the risks and rewards of ownership of a
financial asset and retains control over the asset, the Company
continues to recognise the asset to the extent of it's continuing
involvement, determined by the extent to which it is exposed to
changes in the value of the transferred asset. There have not been
any instances where assets have only been partly derecognised. The
Company derecognises a financial liability when it's contractual
obligations are discharged, cancelled or expired.
Amortised cost measurement
The amortised cost of a financial asset or financial liability
is the amount at which the financial asset or liability is measured
at initial recognition, minus principal payments, plus or minus the
cumulative amortisation using the effective interest method of any
differences between the initial amount recognised and maturity
amount, minus any reduction to impairment.
Fair value measurement
Fair value is the amount for which an asset could be exchanged,
or a liability settled, between knowledgeable, willing parties in
an arm's length transaction on the measurement date. The fair value
of assets and liabilities in active markets are based on current
bid and offer prices respectively. If the market is not active the
Company establishes fair value by using other financial liabilities
appropriate valuation techniques. These include the use of recent
arm's length transactions, reference to other instruments that are
substantially the same for which market observable prices exist,
net of present value and discounted cash flow analysis.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and
other short-term highly liquid investments with original maturities
of three months or less.
2.4 Borrowings
Borrowings are recognised initially as fair value, net of
transactions costs incurred.
Borrowings are subsequently carried at amortised cost: any
difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the income statement over the
period of the borrowings using the effective interest method.
Fees paid on the establishment of the loan facilities are
recognised as transaction costs of the loan to the extent that it
is probable that some or all of the facility will be drawn down. In
this case, the fee is deferred until the draw down occurs. To the
extent there is no evidence that it is probable that some or all of
the facility will be drawn down, the fee is capitalised as a
pre-payment for liquidity services and amortised over the period of
the facility to which it relates.
Borrowing costs
All other borrowing costs are recognised in the profit or loss
in the period in which they are incurred.
2.5 Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
ordinary shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
2.6 Taxation
Income tax expense represents the sum of the tax currently
payable and deferred tax.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
statement of comprehensive income because it excludes items of
income and expense that are taxable or deductible in other years,
and it further excludes items that are never taxable or deductible.
The Company's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the end of
the reporting period.
Deferred tax is recognised on temporary differences between the
carrying amount of assets and liabilities in the consolidated
financial statements and the corresponding tax bases used in the
computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible
temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible
temporary differences can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary differences arise
from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences associated with investments in subsidiaries, except
where the Company is able to control the reversal of the temporary
difference and it is probable that the temporary difference will
not reverse in the foreseeable future. Deferred tax assets arising
from deductible temporary differences associated with such
investments are only recognised to the extent that it is probable
that there will be sufficient taxable profits against which to
utilise the benefits of the temporary differences and they are
expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the
end of each reporting period and reduced to the extent that it is
no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply in the period in which the
liability is settled or the asset realised. The measurement of
deferred tax assets and liabilities reflects the tax consequences
that would follow from the manner in which the Company expects, at
the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or
loss, except when it relates to items that are recognised in other
comprehensive income or directly in equity, in which case the
current and deferred tax is also recognised in other comprehensive
income or directly in equity respectively. Where current tax or
deferred tax arises from the initial accounting for a business
combination, the tax effect is included in the accounting for the
business combination.
2.7 Interest receivable
Interest receivable consists of interest received or receivable
in the reporting period and may consist of both bank interest and
non-bank interest.
2.8 Interest payable
Interest payable consists of interest received or receivable in
the reporting period and may consist of both bank interest and
non-bank interest.
3 Critical accounting estimates and judgments
The company makes certain judgements and estimates which affect
the reported amount of assets and liabilities. Critical judgements
and the assumptions used in calculating estimates are continually
evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances.
Amounts due from Recyclus
The Recyclus Group Reverse Take-Over transaction was terminated
due to their non-performance. We have lent Recyclus substantial
monies to assist in the development of their business prior to the
then expected re-listing of the combined group. The company had
received substantial further advances from the bond, which have
been onward advanced to Recyclus, for which they had assumed
responsibility for the servicing and ultimate repayment of the
bond. We have engaged lawyers and sent a letter before action
demanding the return of these monies at the due date together with
costs and interest, and the costs of the aborted transaction. There
is no guarantee that we will be successful in the claims, but we
are advised our claims are strong.
4 Financial risk management
The company's activities may expose it to some financial risks.
The company's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise
potential adverse effects on the company's financial
performance.
a) Liquidity and cash flow risk
Liquidity risk is the risk that company will encounter
difficulty in meeting obligations associated with financial
liabilities. The responsibility for liquidity risks management rest
with the Board of Directors, which has established appropriate
liquidity risk management framework for the management of the
company's short term and long-term funding risks management
requirements. The company manages liquidity risks by maintaining
good relationships with their lenders and by continuously
monitoring forecast and actual cash flows,
Less Between Between Over
than 1 and 2 and 5 years
1 year 2 years 5 years
GBP'000 GBP'000 GBP'000 GBP'000
As at 31 March 2022
Borrowings (excluding finance
lease liabilities) 2,051 10 27 -
Trade and other payables 949 - - -
As at 31 March 2021
Borrowings (excluding finance
lease liabilities) 199 1,817 30 -
Trade and other payables 771 - - -
b) Capital risk
The company takes great care to protect its capital investments.
Significant due diligence is undertaken prior to making any
investment. The investment is closely monitored.
5 Operating loss, expenses by nature and personnel
Year ended Year ended
31 March 31 March
2022 2021
GBP'000 GBP'000
Operating loss is stated after charging:
Directors fees (note 6) 144 109
Premises 20 -
Legal and professional fees 20 18
Listing costs 1 12
Accountancy fees 20 4
Audit fees 33 16
Consultancy & advisory fees 4 59
Provision for impairment of bond
reserves - 44
Other administrative expenses 181 94
----------- -----------
Total administrative expenses 423 356
----------- -----------
In addition to the above operating cost analysis, the company
incurred finance costs of GBP191,000 which were made up of bank and
non-bank interest payable as well as bond interest payable.
Investment income stated of GBP13,000 includes interest
receivable by the company.
Audit remuneration for the year ended 31 March 2022 was
GBP29,000 (2021: GBP20,000)
6 Personnel
The average monthly number of employees during the period
consisted of the two directors (2021: two).
There were no benefits, emoluments or remuneration payable
during the period for key management personnel, except GBP144,000
(inclusive of VAT) in fees disclosed in Note 5 (2021: GBP109,410
inclusive of VAT in fees). The fees paid are also detailed in Note
18 as a related party transaction.
The highest paid directors are both Charles Tatnall and James
Longley with fees of GBP72,000 each including VAT.
7 Taxation
Year ended Year ended
31 March 31 March
2022 2021
GBP'000 GBP'000
Total current tax - -
Factors affecting the tax charge for
the period
Loss on ordinary activities before taxation (602) (432)
----------- -----------
Loss on ordinary activities before taxation
multiplied by standard rate of UK corporation
tax of 19% (2020: 19%) (114) (82)
Effects of:
Non-deductible expenses - -
Tax losses carried forward 114 82
----------- -----------
Current tax charge for the period - -
----------- -----------
No liability to UK corporation tax arose on ordinary activities
for the current period (2021: GBPnil).
The company has estimated excess management expenses of
GBP2,409,000 (2021: GBP1,990,000) available for carry forward
against future trading profits.
No deferred tax asset has been recognised in the financial
statements due to the uncertainty of the recoverability of the
amount.
8 Earnings per share
Year ended Year ended
31 March 31 March
2022 2021
Basic loss per share is calculated by
dividing the loss from continuing operations
attributable to equity shareholders by
the weighted average number of ordinary
shares in issue during the period:
Loss after tax attributable to equity
holders of the company (GBP'000) (602) (432)
Weighted average number of ordinary shares 145,770,000 145,770,000
Basic and diluted loss per share (0.41p) (0.30p)
In 2019, the company issued convertible loan notes with a
nominal value of GBP190,000 which can be converted into shares at a
rate between 0.55p/share and 1.25p/share resulting in potentially
dilutive shares of 24,363,636. As the company is loss making these
would be considered antidilutive.
9 Capital risk management
The Directors' objectives when managing capital are 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 to reduce
the cost of capital. At the date of this financial information, the
Company had been financed by the introduction of capital. In the
future, the capital structure of the Company is expected to consist
of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves.
10 Trade and other receivables
2022 2021
GBP'000 GBP'000
Other receivables 488 745
Prepayments 1 5
Other debtors 12 -
501 750
-------- --------
Other debtors consists of an advance for an investment being
made by the company
Other receivables include amounts due from Recyclus Group of
GBP404,000 (2021: GBP391,000)
There are no material differences between the fair value of
trade and other receivables and their carrying value at the year
end.
No receivables were past due or impaired at the year end. In
respect of the Recyclus debt, legal proceedings continue to recover
the monies owed which are due before the end of 2022.
11 Receivables due after one year
2022 2021
GBP'000 GBP'000
Other receivables - 133
- 133
-------- --------
Non-current other receivables relate to the reserve balances of
the loan facility, which cannot be
drawn upon until the loan becomes repayable. The loan is further
discussed in note 14.
12 Cash and cash equivalents
2022 2021
GBP'000 GBP'000
Cash at bank - -
- -
-------- --------
13 Trade and other payables
2022 2021
GBP'000 GBP'000
Trade Payables 442 557
Accruals 507 214
949 771
-------- --------
14 Borrowings
2022 2021
GBP'000 GBP'000
Current borrowings
Convertible loan notes 190 190
Bank loan 11 9
Loan facility 1,853 -
Unamortised finance costs (3) -
------------- --------
Total current borrowings 2,051 199
------------- --------
Non-current borrowings
Loan facility - 1,834
Unamortised finance costs - (28)
Bank loan 37 41
--------- -------------
Total non-current borrowings 37 1,847
--------- -------------
Total borrowings 2,088 2,046
--------- -------------
A bank loan was received in 2020 for GBP50,000. The loan is
repayable over 6 years, is unsecured and attracts interest at 2.5%
per annum.
A number of convertible loan notes were issued in 2019 and 2020,
with a total nominal value of GBP190,000
Convertible loan notes of GBP90,000, bear interest at 10% per
annum, are convertible at 0.75p per share and can convert at any
time but are fully repayable upon the completion or fall through of
the planned reverse take-over.
Convertible loan notes of GBP100,000, are non-interest bearing,
are convertible at 0.75p per share and can convert at any time but
are fully repayable upon the completion or fall through of the
planned reverse take-over.
All loan facility borrowings relate to a loan facility provided
by Dover Harcourt Plc. The loan facility is wholly repayable within
5 years of inception and is secured by a fixed and floating charge
over all assets held by the Company. The loan bears interest of
7.75% per annum and is paid half yearly in arrears based on the
total facility available to the Company.
The finance costs incurred in order to obtain the facility are
being amortised on a straight-line basis over the life of the loan.
The balance above represents the remaining unamortised amount.
15 Share capital
2022 2021
GBP'000 GBP'000
Allotted, called up and fully paid
145,770,000 Ordinary shares of GBP0.001
each 145 145
-------- --------
145 145
-------- --------
During the period the company had no share transactions.
The ordinary shares have attached to them full voting, dividend
and capital distribution (including on winding up) right; they do
not confer any rights of redemption.
16 Accumulated deficit
2022 2021
GBP'000 GBP'000
At start of period (2,816) (2,384)
Loss for the period (602) (432)
-------- --------
At 31 March (3,418) (2,816)
-------- --------
17 Contingent liabilities
The company has no contingent liabilities in respect of legal
claims arising from the ordinary course of business.
18 Financial instruments
Categories of financial instruments
2022 2021
GBP'000 GBP'000
Financial assets
Trade and other receivables 501 750
Other debtors - 133
Cash and cash equivalents - -
-------- --------
501 883
-------- --------
2022 2021
GBP'000 GBP'000
Financial liabilities at amortised
cost:
Convertible loan notes 190 190
Bank loan 48 50
Non-bank loan facility 1,850 1,806
-------- --------
2,088 2,046
-------- --------
a) Interest rate risk
The Company holds quoted debt securities at fixed rates of
interest and is therefore exposed to interest rate risk. The impact
of an increase or decrease on interest rates of 100 basis points on
cash and deposits, based on the closing balance sheet position over
a 12-month period, is considered immaterial.
Based on cash balances as above as at the statement of financial
position date, a rise in interest rates of 1% would not have a
material impact on the profit and loss of the Company and such is
not disclosed.
In relation to sensitivity analysis, there was no material
difference to disclosures made on financial assets and
liabilities.
b) Credit risk
The Company had other long term receivables of GBPNil at 31
March 2022 (2021: GBP133k). No receivables were past due or
impaired at the year end. In respect of the Recyclus debt, legal
proceedings continue to recover the monies owed, see note 11.
c) Fair value of financial assets and liabilities
There are no material differences between the fair value of the
Company's financial assets and liabilities and their carrying
values in the financial statements.
19 Directors salaries, fees and Related parties
1) Salaries paid to Directors
Charles Tatnall GBPNil (2021: GBPNil)
James Longley GBPNil (2021: GBPNil)
2) Consultancy fees charged by Chapman Longley Limited (a
company controlled by James Longley) of GBP72,000 (2021: GBP54,705)
of which GBP71,686 (2021: GBPnil) was outstanding as at the year
end. All balances are inclusive of VAT where applicable.
3) Consultancy fees charged by Brookborne Limited (a company
controlled by Charles Tatnall) of GBP72,000 (2021: GBP54,705) of
which GBP71,686 (2021: GBPnil) was outstanding as at the year end.
All balances are inclusive of VAT.
4) Fandango Holdings Plc (a company under common control) is
owed GBP122,300 (2021: GBP197,850) by the company as at the year
end. The loan is not secured, does not attract interest and is
repayable on demand. These are included in trade and other
payables.
5) Plutus Energy Limited (a company under common control) is
owed GBP24,570 (2021: GBPnil) by the company as at the year end.
The loan is unsecured, does not attract interest and is repayable
on demand. These are included in trade and other payables.
6) Included within trade and other payables is a balance of
GBP5,080 payable (2021: GBP5,080) relating to Plutus Powergen PLC
(a company under common control). The loan is unsecured, does not
attract interest and is repayable on demand.
7) Included within trade and other payables is a balance of
GBP18,000 (2021: GBPNil) which is due to Charles Tatnall for
expenses incurred on behalf of the company. The balance is
unsecured, does not attract interest and is repayable on
demand.
8) Included within trade and other payables is a balance of
GBP25,800 (2021: GBPNil) which is due to James Longley for expenses
incurred on behalf of the company. The balance is unsecured, does
not attract interest and is repayable on demand.
20 Subsequent Events
Subsequent to the year end Dover Harcourt PLC approved the
resolutions set out by the company in their notice on 16 June 2022.
This will result in the bonds being converted to equity.
The above significantly reduces the debt of the company and
related interest payments and thus corresponding working capital
requirements and contributes materially to the going concern
considerations of the directors. Further details are disclosed in
the Strategic Report.
21 Capital commitments
There was no capital expenditure contracted for at the end of
the reporting period but not yet incurred.
22 Ultimate controlling party
The company has no single controlling party.
* * ENDS * *
For further information visit www.strangerholdingsplc.co.uk or
contact the following:
Stranger Holdings James Longley info@strangerholdingsplc.com
plc
St Brides Partners Financial PR stranger@stbridespartners.co.uk
Ltd
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