TIDMSTHP
RNS Number : 2068L
Stranger Holdings PLC
29 December 2022
29 December 2022
STRANGER HOLDINGS PLC
("Stranger" or the "Company")
Interim Results for the Six-Month Period Ended 30 September
2022
Stranger 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.
Chairman's Report
O n 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 being primarily uranium. 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 three years or less, 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. The Uranium price has been strong and is
expected to continue to be so.
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 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 interim condensed statement of comprehensive income includes
the write back of the bond, which has now been wound up and the
shares in the Company will be distributed to the bond holders in
settlement for the bond at completion of the Reverse Take Over.
Please see the note below the condensed statement of comprehensive
income for further details.
The Future
The directors look forward to completing this RTO as soon as
practicable and we are in the final stages of achieving that goal.
We are expecting final approval shortly for the Reverse Take-Over
form the Take-Over Panel. We will then be filing and requesting
final approval for the prospectus from UKLA after which we will be
calling a General Meeting to approve the transaction, publishing
the prospectus, and which should then proceed to completion.
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 the notes 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.
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.
James Longley
Director
29 December 2022
STRANGER HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 Months 6 Months Year ended
ended ended 31 March
30 September 30 September 2022
2022 2021 GBP ('000)
GBP ('000) GBP ('000) (audited)
(unaudited) (unaudited)
Administrative expenses (661) (142) (457)
Bond facility written back 1,626 - -
- see below
Listing costs (36) (1) (1)
-------------- -------------- --------------
Operating profit /(loss) 929 (143) (458)
Investment Income 7 - 13
Finance costs (6) (79) (157)
-------------- -------------- --------------
Loss before taxation 930 (222) (602)
Taxation - - -
-------------- -------------- --------------
P rofit/(Loss) for the
period 930 (222) (602)
Earnings / (Loss) per share
- basic and diluted (pence) 0.64p (0.15p) (0.41p)
-------------- -------------- --------------
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.
STRANGER HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
As at As at As at
30 September 30 September 31 March
2022 2021 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Trade & other receivables 513 392 501
Cash and cash equivalents 2 - -
Non current assets
Other debtors - 138 -
-------------- -------------- --------------
Total Assets 515 530 501
Equity and Liabilities
Share capital 145 145 145
Share premium 737 737 737
Profit and loss (2,488) (3,038) (3,418)
-------------- -------------- --------------
Total Equity (1,606) (2,156) (2,536)
Current Liabilities
Trade and other payables 1,358 477 949
Borrowings 726 336 2,051
-------------- -------------- --------------
Total current liabilities 2,084 813 3,000
-------------- -------------- --------------
Long term liabilities
Borrowings 37 1,873 37
-------------- -------------- --------------
Total long term liabilities 3 7 1,873 37
-------------- -------------- --------------
-------------- -------------- --------------
Total Liabilities 2,121 2,686 3,037
-------------- -------------- --------------
Total Equity and Liabilities 515 530 501
STRANGER HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share premium Retained Total
Capital earnings
GBP ('000)
GBP ('000) GBP ('000) GBP ('000)
Equity at 31 March
2021 145 737 (2,816) (1,934)
Loss for the period - - (222) (222)
------------ ------------ -------------- ------------
Equity at 30 September
2021 145 737 (2,606) (1,724)
Loss for the period - - (210) (210)
------------ ------------ ------------ ------------
Equity at 31 March
2022 145 737 (3,418) (2,536)
Profit for the Period - - 930 930
------------ ------------ ------------ ------------
Equity at 30 September
2021 145 737 (2,488) (1,606)
STRANGER HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
6 months Period ended Year ended
ended 30 September 31 March
30 September 2020 2021
2021 GBP ('000) GBP ('000)
GBP ('000) (unaudited (audited)
(unaudited) )
Cash flows from operating
activities
Operating profit/(loss) 930 (222) (602)
Add interest payable 6 79 157
(Increase)/decrease in
trade and other receivables (12) (2) 133
Less interest receivable (7) - (13)
(Decrease) /Increase in
trade and other payables (922) 162 500
-------------- -------------- --------------
Net cash flows from operating
activities (5) 17 175
Cashflows from investing
activities
Advance for investment - - (12)
Amounts advanced from related
parties 6 43 36
Interest received 7 - 13
Interest paid (6) (79) (157)
-------------- -------------- --------------
Net cash from/(used in)
investing activities 7 (36) (192)
Cash flows from financing
activities
Net proceeds from issue
of bonds - 19 19
Convertible loan notes - - -
Bank borrowing - - (2)
-------------- -------------- --------------
Net cash flows from financing
activities 2 19 17
-------------- -------------- --------------
Net increase in cash and 2 - -
cash equivalents
Cash and cash equivalents - - -
at the beginning of the
period
-------------- -------------- --------------
Cash and cash equivalents 2 - -
at the end of the period
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
General Information
Stranger 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 and Wales on 22 October 2015
as a private limited company and re-registered on 14 November 2016
as a public limited company.
1. Bas is of preparation
This announcement was approved and authorised to issue by the
Board of directors on 29 December 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). The same accounting
policies and methods of computations are used as in the most recent
annual financial statements
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 30 September 2022 and 30 September 2021 are unaudited and do
not constitute full accounts. The comparative figures for the
period ended 31 March 2022 are extracted from the 2022 audited
financial statements.
No taxation charge has arisen for the period and the Directors
have not declared an interim dividend.
Copies of the interim report can be found on the Company's
website at www.strangerholdingsplc.com.
Going concern
The forecast cash-flow requirements of the business are
contingent upon the ability of the Company to attract investors in
the bonds issued by Dover to extend the credit facility to the
Company. 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. Loss per share
Basic loss 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:
6 months ended Year ended Year ended
30 September 30 September 31 March
2022 2021 2022
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Profit/(loss) for
the period 930 (222) (432)
Weighted average number
of
shares - basic and
diluted 145,770,000 145,770,000 145,770,000
-------------- -------------- --------------
Basic and diluted
earnings per share 0.64p (0.15p) (0.30p)
-------------- -------------- --------------
The basic and diluted earnings per share are the same as t here
were no potential dilutive shares in issue during the period.
3 . Share Capital
As at As at As at
30 September 30 September 31 March
2022 2021 2022
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
145,770,000 Ordinary shares
of GBP0.001 each (145) (145) (145)
-------------- -------------- --------------
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 FEWFSUEESEFE
(END) Dow Jones Newswires
December 29, 2022 05:30 ET (10:30 GMT)
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