TIDMTRA
RNS Number : 0488Q
Tertre Rouge Assets PLC
15 February 2023
TERTRE ROUGE ASSETS PLC
Interim Condensed Financial Statements
Half Year to 30 September 2022
Tertre Rouge Assets PLC (the "Company"), the special purpose
acquisition company established to acquire assets and/or businesses
that are in or otherwise focused on or ancillary to the collectible
automobile sector, announces its unaudited interim results for the
half year ended 30 September 2022.
Copies of this interim report will be made available on the
Company's website www.tertrerougeassets.com
For further information, please contact:
Steven Schapera
Non-Executive Chairman & Co-Founder
steven@tertrerougeassets.com
Interim Management Report
Dear Shareholders
Tertre Rouge Assets PLC (the "Company") was formed to undertake
an acquisition of a target company or business or asset(s) that are
in or otherwise focused on or ancillary to the collectible
automobile sector. This could include physical automobile assets
and/or companies, businesses or assets with technology and/or
services relevant to the collectible automobile sector.
The Company's shares were admitted to trading on the standard
list of the London Stock Exchange's main market on 13 July 2022
("Admission"). Even though the Company has only been publicly
quoted for a relatively short period of time, the board of
directors of the Company ("Board" or "Directors", as the context
requires) has been active in executing the Company's objectives as
outlined in the prospectus published in connection with
Admission.
The Directors believe that their network and profile following
Admission mean that the Company will be able to target an
acquisition where the target company or business or asset(s) has a
transaction value of between GBP30 million and GBP50 million.
The Company's determinations in identifying a prospective target
company or business or asset(s) in the collectible automobile
sector will not be limited to a particular geographic region except
that it will avoid countries with significant geopolitical or
economic risks.
Since Admission, the Company has been actively seeking suitable
acquisition opportunities and has seen good deal flow. The Company
has commenced due diligence on several assets located in the UK,
the USA and Western Europe. All these assets present significant
capital appreciation opportunities. The due diligence process for
each of these assets is in the early stages and there can be no
guarantee that such assets will fulfil the Company's requirements
and, even if they do, that the Company can raise the required level
of funding to be able to successfully complete an acquisition.
The Company will remain diligent in minimising its overheads.
The Company does not rent an office space.
I look forward to communicating with you further once a suitable
acquisition has been identified and secured by the Company.
Steven Schapera
Non-Executive Chairman
14 February 2023
Statement of Directors' Responsibilities
The Directors are responsible for preparing the interim
management report in accordance with applicable law and
regulations. The Directors confirm the interim condensed financial
information has been prepared in accordance with International
Accounting Standard 34 ('Interim Financial Reporting') as endorsed
for use in the United Kingdom.
The interim management report includes a fair review of the
information required by the Disclosure Guidance and Transparency
Rules paragraphs 4.2.7 R and 4.2.8 R, namely:
- the interim condensed financial statements, which have been
prepared in accordance with applicable accounting standards, give a
true and fair view of the assets, liabilities, financial position,
and profit or loss of the issuer as required by DTR 4.2.4R;
- an indication of important events that have occurred during
the six months ended 30 September 2022 and their impact on the
condensed set of financial information, and a description of the
principal risks and uncertainties facing our business for the
remaining six months of the financial year; and
- material related-party transactions during the six months
ended 30 September 2022 and any material changes in any
related-party transactions described in the Company's prospectus
dated 27 June 2022.
The Directors are listed in the interim condensed financial
statements.
The Directors are responsible for the maintenance and integrity
of, amongst other things, the financial and corporate governance
information pertaining to the Company.
The interim condensed financial statements have been prepared on
a going concern basis.
The interim report was approved by the Board and authorised for
issue on 14 February 2023 and signed on its behalf by:
André Ahrlé
Chief Executive Officer
14 February 2023
Condensed Statement of Comprehensive Income
Period ended Period ended
30 September 31 March
2022 2022
Notes (unaudited) (unaudited)
GBP GBP
Revenue - -
Other operating income 624 -
Administrative expenses (235,527) -
Operating loss (234,903) -
Income tax expense - -
Loss and total comprehensive (234,903) -
income
Loss per share (pence per
share)
Basic loss per share 2 (10.04) -
Diluted loss per share (10.04) -
Condensed Statement of Financial Position
As at As at
30 September 31 March
2022 2022
Notes (unaudited) (unaudited)
GBP GBP
Current assets
Prepayments 3 2,218 110,400
Cash and cash equivalents 1,012,793 1,170,000
Total assets 1,015,011 1,280,400
Current liabilities
Other payables and accruals 4 70,423 -
Net current assets/(liabilities) 944,588 -
Total liabilities 70,423 -
Net assets/(liabilities) 944,588 1,280,400
Equity
Called up share capital 5 204,000 204,000
Share premium account 6 907,631 1,076,400
Warrants reserve 7 67,860 -
Accumulated deficit (234,903) -
Total equity 944,588 1,280,400
Condensed Statement of Changes in Equity
Share Share premium Warrants Accumulated
capital account reserve deficit Total
equity
Notes GBP GBP GBP GBP GBP
Balance at 17 - - - - -
November
2020
Issue of share capital
- paid 204,000 1,076,400 - - 1,280,400
Loss and total - - - - -
comprehensive
income for the
period
Balance at 31 March
2022 (unaudited) 204.000 1,076,400 - - 1,280,400
Loss and total comprehensive
income for the period - - - (234,903) (234,903)
Costs of share issue - (100,909) - (100,909)
Issue of warrants - (67,860) 67,860 - -
Balance at 30 September
2022 (unaudited) 204,000 907,631 67,860 (234,903) 944,588
Statement of Cash Flows
6 months to Period to
30 September 31 March 2022
2022 (unaudited)
(unaudited)
Notes GBP GBP
Changes in working capital 8 (56,298) (110,400)
Cash flows from financing activities
Proceeds from issue of shares - 1,280,400
Costs of share issue charged to share (100,909) -
premium
----------------------------- ----------------
Net (decrease)/increase in cash and
cash equivalents (157,207) 1,170,000
----------------------------- ----------------
Cash and cash equivalents at beginning 1,170,000 -
of period
Cash and cash equivalents at end of
period 1,012,793 1,170,000
1 Notes to the interim financial statements
General information
Tertre Rouge Assets PLC (the " Company ") is a public limited
company incorporated and domiciled in England and Wales. The
interim condensed financial statements for the six months ended 30
September 2022. The address of the Company's registered office is
48 Chancery Lane, c/o Keystone Law, London WC2A 1JF. The interim
condensed financial statements of the Company were authorised for
issue in accordance with a resolution of the Directors on 14
February 2023.
The interim condensed financial statements do not comprise
statutory accounts within the meaning of section 434 of the
Companies Act 2006 The interim condensed financial statements have
been prepared on a going concern basis.
1.1 Accounting convention
The interim financial statements are for the six months ended 30
September 2022 and have been prepared in accordance with IAS 34
'Interim Financial Reporting'. They do not include all the
information required in annual financial statements in accordance
with International Financial Reporting Standards. The financial
statements have been prepared under the historical cost
convention.
1.2 Accounting policies, critical estimates, and judgements
The accounting policies and methods of computation followed in
the interim financial statements are in accordance with those
adopted for the historical financial information included in the
Company's prospectus dated 23 June 2022 (the "Prospectus")
published in connection with Admission. The following additional
critical estimates and judgements were made in the preparation of
these interim financial statements:
Critical accounting judgements and key sources of estimation
uncertainty
In the process of applying the entity's accounting policies,
management makes estimates and assumptions that have an effect on
the amounts recognised in the financial information. Although these
estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those
estimates. Apart from share-based payments and share issue costs
discussed below the Directors consider that there are no other
critical accounting judgements or key sources of estimation
uncertainly relating to the financial information of the
Company.
Financial Instruments: warrants
On 16 June 2022, the Company issued warrants to each of those
persons who subscribed for shares as part of the subscription
detailed in the Prospectus (the "Subscription"). Equity-settled
financial instruments are measured at fair value (excluding the
effect of non-market based vesting conditions) at each reporting
date. The fair value so determined is expensed on a straight-line
basis over the vesting period, based on the Company's estimate of
the number of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions. Fair value is
measured using the Black Scholes pricing model. The key assumption
used in the model have been adjusted, based on the Board's best
estimate of the vesting period and volatility.
Share Issue costs
The costs of share issues are charged against the share premium
account. Where the share issue costs are incurred but the share
issue is interdependent with another activity such as a stock
market admission and/or an issue of a prospectus or admission
document then the costs of these activities can be difficult to
quantify separately and therefore reliance is placed on
management's best estimate of the split of the costs.
2 Loss per share
30 September 31 March
2022 (GBP) 2022 (GBP)
Number of shares
Weighted average number of ordinary shares
for basic loss per share 2,340,000 2,340,000
-------------- ------------------------------
Weighted average number of ordinary shares
for diluted loss per share 4,680.000 4,680,000
-------------- ------------------------------
Loss per share
Basic loss per share (pence) 10.04 -
--------- -----
Basic earnings per share (" EPS ") is calculated by dividing the
loss for the period attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares
outstanding during the period.
Diluted EPS is calculated by dividing the loss attributable to
ordinary equity holders of the Company by the weighted average
number of ordinary shares outstanding during the period plus the
weighted average number of ordinary shares that would be issued on
conversion of all the dilutive potential ordinary shares into
ordinary shares.
Diluted EPS is not separately calculated as the warrants would
be anti-dilutive due to the loss.
3 Prepayments 30 September 31 March
2022 2022
GBP GBP
Prepaid expenses and services 2,218 110,400
------- ---------------
2,218 110,400
------- ---------------
4 Other payables and accruals 30 September 31 March
2022 2022
GBP GBP
Other payables 2,400 -
Accruals 68,023 -
70,423 -
-------- ----------
5 Share Capital
30 September 2022 31 March 2022
Ordinary issued share capital GBP GBP
2 ordinary shares of GBP0.001 - -
each
2,759,998 ordinary shares of
GBP0.001 each 2,760 2,760
107,640,000 ordinary shares
of GBP0.001 each 107,640 107,640
Following 40:1 consolidation
2,340,000 ordinary shares of
GBP0.04 each 93,600 93,600
204,000 204,000
On 3 February 2021, the Company allotted one ordinary share of
GBP0.001 which was issued at par which, together with the one
ordinary share of GBP0.001 in issue when the Company was
incorporated, resulted in the enlarged share capital of the Company
being two issued ordinary shares of GBP0.001 each.
On 16 September 2021, the Company allotted 2,759,998 ordinary
shares of GBP0.001 each which were issued at par (for no cash
consideration in lieu of services to be provided).
On 24 November 2021, the Company allotted 107,640,000 ordinary
shares of GBP0.001 each which were issued at par (for no cash
consideration in lieu of services to be provided).
On 24 November 2021, the Company resolved that the 110,400,000
ordinary shares of GBP0.001 each be consolidated into new ordinary
shares of GBP0.04 each on the basis of one new ordinary share for
every then 40 existing ordinary shares; resulting in the then
issued share capital of the Company being comprised of 2,760,000
ordinary shares of GBP0.04 each (the " Ordinary Shares ").
On 30 December 2021, the Company allotted 2,340,000 new Ordinary
Shares for a price per share of 50 pence.
The Ordinary Shares have attached to them full voting rights,
dividend and capital distribution rights (including on a winding
up) but they do not confer any rights of redemption.
6 Share premium account 30 September 2022 31 March 2022
GBP GBP
At the beginning of period 1,076,400 -
Issue of new shares - 1,076,400
Less directly attributable issue costs (100,909) -
Less transfer to warrant reserve re. fair (67,860) -
value of warrants
At end of period 907,631 1,076,400
--------- ---------------
7 Warrants reserve
On 16 June 2022 and conditional on Admission (which occurred on
13 July 2022), the Company constituted 1,170,000 warrants (the "
Warrants ") on the terms of a warrant instrument pursuant to which
the Company issued 1,170,000 Warrants to each of those persons
(each, a " Subscriber ") that participated in the Subscription (one
Warrant being issued for each Subscription Share allotted to the
Subscribers pursuant to the Subscription). The Warrants entitle
(but do not obligate) each Subscriber to subscribe for two Ordinary
Shares for each Warrant held by them, exercisable on readmission of
the Company's shares to the Official List and to trading on the
London Stock Exchange's main market for listed securities following
completion of an acquisition (as more fully detailed in the
Prospectus) (" Readmission ") and concurrent with such fundraising
undertaken by the Company at such time, at a price per share equal
to a 10 per cent. discount to the price paid by third party
investors in conjunction with Readmission. The Warrants are
exercisable either in whole or in part. The Warrants are not
exercisable prior to Readmission.
The charge for the Warrants is spread over the 1.75 years period
from 13 July 2022 being the date of Admission. The 1.75 years
period is determined by the Company having until 1 December 2023 to
seek an FCA eligibility review in relation to a de-SPAC acquisition
(i.e. a prospectus review).
The Company determines the fair value of the Warrants using a
model based on the Black-Scholes-Merton methodology. In determining
the fair value of the Warrants granted by it, the Company made the
following assumptions.
-- Share Price 65p
-- Exercise price 58.5p
-- Annualised volatility 80%
-- Expected dividend yield 0%
-- Risk free interest rate 2.2%
-- Fair value of warrants 20.3p
Expected volatility was determined by reference to historical
data for a similar Special Purpose Acquisition Company in the same
market sector and listed on the same exchange.
8 Reconciliation of Loss before income tax to changes in working capital
30 September 2022 31 March 2022
GBP GBP
Loss for the period before tax (234,903) -
Decrease/ (Increase) in prepayments 108,182 (110,400)
Increase in other payables and accruals 70,423 -
-------------- -----------------------------
Working capital movement (56,298) -
9 Events after reporting date
On 24 October 2022, the Company entered into a service agreement
with André Ahrlé (the "October 2022 Agreement") pursuant to which
the terms of the previous service agreement entered between the
parties on 29 September 2021 were superseded. The October 2022
Agreement increased the annual director's fee payable to Mr Ahrlé
from GBP60,000 per annum to GBP144,000 per annum effective from 13
July 2022, being the date of Admission. The increased director's
fee awarded to Mr Ahrlé was in consideration of the significant
contributions and time commitment given to the Company, both in
relation to Admission and the subsequent dealings he has had with
prospective vendors of potential target assets and businesses being
explored by the Company. The Board consider that the increased
director's fee is fair and reasonable, and far more commensurate
with the level of services provided and continuing to be provided
by Mr Ahrlé. The salary increase for Mr Ahrlé has not been
incorporated into these interim results as it is a "non-adjusting
event" but will be reflected in the Company's annual accounts for
the year ended 31 March 2023.
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IR BXGDDCUBDGXU
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