REG - Seed Capital Sltns. - Half-Year Report for Six Months Ending Dec 31 2023
29/01/2024 07:15
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RNS Number : 1732B Seed Capital Solutions PLC 29 January 2024
29 January 2024 SEED CAPITAL
SOLUTIONS PLC
("Seed Capital", "SCSP" or the "Company")
UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHS ENDED 31
DECEMBER 2023
Seed Capital Solutions plc, formed in December 2017, which operates as a
special purpose acquisitions company (SPAC) to undertake one or more
acquisitions of target companies or businesses, announces its unaudited half
year report for the six months ended 31 December 2023.
Chairman's Statement
I have pleasure in presenting the interim results of Seed Capital Solutions
Plc for the six months ended 31 December 2023.
During the financial period under review, the Company reported a net loss of
£117,600 (December 2022: £25,800, year to 30 June 2023: £174,800), being
the administrative expenses incurred. As at 31 December 2023 the Company had a
cash in bank balance of £550,500 (December 2022: £2,400, 30 June 2023:
£517,300).
There have been no transactions or events post the balance sheet date that
require disclosure.
On 31 March 2023 the Company applied for Admission to Standard Listing on the
London Stock Exchange with effect from 11 April 2023 and raised £970,000
through a subscription for 185,406,000 new Ordinary shares at £0.0075 each.
The Directors have commenced a review for potential acquisition opportunities.
A further announcement will be made at such time as the Company is able to
provide further details on any proposed transaction.
Damion Greef, Chairman
Interim Management Report
Company Objective
The Company has been formed for the purpose of acquiring a business or
businesses operating in market sectors that display strong environmental,
social and governance ("ESG") credentials, thereby benefitting from the
current trend of superior performance aligned with increased investor
appetite. The Company is not geographically focused on any one or specific
country or region, but rather opportunity focused hence any potential
acquisition opportunities will not be limited by jurisdiction or geographic
region.
The Company was Admitted to the Standard Listing of the London Stock Exchange
on 11 April 2023. Since listing, the Directors are targeting socially
conscious technology based organisations which are capable of generating
sustainable long term growth for investors. The Company's initial focus is to
identify opportunities to acquire companies with undervalued or
pre-commercialisation technologies, or current commercialisation technologies
which, when applied, produce cost savings or revenue enhancement for
customers. These commercial advantages could offer market and sector beating
performance potential whilst fulfilling the Company's ESG assessment criteria.
Principal Risks and Uncertainties
The Company's primary risk is that it may not be able to identify suitable
investment opportunities or there is no guarantee that the Company will be
able to secure an acquisition on commercially acceptable terms, and the
Company may incur costs in conducting due diligence into potential investment
opportunities that may not result in an investment being made. The directors
believe that their broad collective experience, together with their extensive
network of contacts will assist them in identifying, evaluating, and funding
suitable acquisition opportunities.
It may be necessary to raise additional funds in the future by a further issue
of new Ordinary Shares or by other means. However, the ability to fund future
investments and overheads as well as the ability of any acquisition to return
suitable profit cannot be guaranteed.
Related Parties Transactions
Details of related party transactions are set out in note 5 to these accounts.
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance
with the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority ('DTR') and with International Accounting Standard 34 on
Interim Financial Reporting (IAS 34).
The Directors (all non-executive) being John Zorbas, Segar Karupiah, Damion
Greef and Mike Hirschfield confirm that to the best of their knowledge:
• the interim financial statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company; and
• the interim financial statements have been prepared in accordance with IAS 34
and that as required by DTR 4.2.7 and DTR 4.2.8, the Interim Report gives a
fair review of:
- important events that have occurred during the first six months of the year;
- the impact of those events on the financial statements;
- a description of the principal risks and uncertainties for the remaining six
months of the financial year;
- details of any related party transactions that have materially affected the
Company's financial position or performance in the six months ended 31
December 2023; and
- any changes in the related parties transactions described in the last annual
report that could have a material effect on the financial position or
performance of the enterprise in the first six months of the current financial
year.
By order of the Board
Damion Greef
Chairman
29 January 2024
Seed Capital Solutions plc
Condensed Statement of Comprehensive Income (unaudited)
6 months 6 months 12 months
31 31 30 June
December December
2023 2022 2023
Note Unaudited Unaudited Audited
£000 £000 £000
Revenue - - -
Administrative expenses (117.6) (25.8) (152.3)
Share based payments charge - - (22.5)
Operating loss (117.6) (25.8) (174.8)
Loss on ordinary activities before taxation (117.6) (25.8) (174.8)
Income tax expense - - -
Loss after taxation (117.6) (25.8) (174.8)
Other comprehensive income - - -
Total comprehensive loss attributable to (117.6) (25.8) (174.8)
owners of the parent
Loss per share (EPS):
Basic and diluted(pence) 3 (0.06) (0.06) (0.23)
Seed Capital Solutions plc
Condensed Statement of Financial Position as at 31
December 2023 (unaudited)
6 months 6 months 12 months
31 31 30 June
December December
2023 2022 2023
Note Unaudited Unaudited Audited
£000 £000 £000
Current assets
Trade and other receivables 82.3 - 305.6
Cash at bank and in hand 550.5 2.4 517.3
Total assets 632.8 2.4 822.9
Current liabilities
Trade and other payables (28.0) (27.3) (100.5)
Total current liabilities (28.0) (27.3) (100.5)
Total liabilities (28.0) (27.3) (100.5)
Net assets/(liabilities) 604.8 (24.9) 722.4
Equity
Share capital 4 463.5 110.0 463.5
Share premium 539.3 - 539.3
Share based payments reserve 22.5 - 22.5
Reserves (420.5) (134.9) (302.9)
Shareholders' funds / (deficit) 604.8 (24.9) 722.4
Seed Capital Solutions plc
Condensed Statement of Changes in Equity
For the six-month period ended 31 December 2023 (unaudited)
Share Share Share Retained Total
based
capital premium payment profits equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 July 2022 110.0 - - (128.1) (18.1)
Loss for the period - - - (6.8) (6.8)
Balance at 31 December 2022 110.0 - - (134.9) (24.9)
Issue of shares 353.5 647.0 - - 1,000.5
Costs of share issue - (107.7) - - (107.7)
Share based payments - - 22.5 - 22.5
Loss for the period - - - (168.0) (168.0)
Balance at 30 June 463.5 539.3 22.5 (302.9) 722.4
2023
Loss for the period - - - (117.6) (117.6)
Balance at 31 December 2023 463.5 539.3 22.5 (420.5) 604.8
Seed Capital Solutions plc
Condensed Statements of Cash Flows
For the six-month period ended 31 December 2023 (unaudited)
6 months 6 months 12 months
31 December 31 December 30 June
2023 2022 2023
Note Unaudited Unaudited Audited
£000 £000 £000
Cash flow from operating activities
Loss before taxation (117.6) (25.8) (174.8)
Share based payments charge - - 22.5
Change in prepayments 3.2 - (10.5)
Change in accruals (42.9) - 35.3
Operating cash flows before movements in working capital (157.3) (25.8) (127.5)
Decease/(increase) in trade and other 220.1 - (295.1)
receivables
(Decrease)/increase in trade and other (29.6) (15.3) 3.6
payables
Cash generated from operations 33.2 (41.1) (419.0)
Cash flows from operating activities 33.2 (41.1) (419.0)
Proceeds from share issue - - 1,000.5
Share issue costs - - (107.7)
Net cash generated from financing activities - - 892.8
Net Increase/(decrease) in cash & cash equivalents 33.2 (41.1) 473.8
Cash and equivalent at beginning of the period 517.3 43.5 43.5
Cash and equivalent at end of the period 550.5 2.4 517.3
Seed Capital Solutions plc
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION AND PRINCIPAL ACTIVITIES
The Company is incorporated in England and Wales as a public limited
company with company number 11115718. The registered office of the Company
is 80 Cheapside, London EC2V 6EE.
This financial information is for the Company only as there are no subsidiary
undertakings.
The principal place of business of the Company is in the United Kingdom.
The interim financial statements are presented in the nearest thousands of
Pound Sterling (£'000), which is the presentation currency of the company.
2. BASIS OF PREPARATION
The interim financial statements for the six months ended 31 December 2023
have been prepared in accordance with IAS 34, Interim Financial Reporting.
The principal accounting policies used in preparing the interim results are
the same as those applied in the Company's Financial Statements as at and for
the period ended 30 June 2023.
A copy of the audited financial statements for the period ended 30 June 2023,
which was prepared under IFRS, is available on the Company's website.
The interim report for the six months ended 31 December 2023 was approved by
the Directors on 29 January 2024.
3. EARNINGS PER SHARE
The earnings per share information is as follows:
6 months 6 months 12 months
31 31 30 June
December December
2023 2022 2023
Unaudited Unaudited Audited
(Loss) after taxation (Pound £) (117.6) (25.8) (174.8)
Weighted average number of ordinary shares 185,406,000 44,000,000 75,704,615
Basic earnings per share (pence) (0.06) (0.06) (0.23)
There are 8,313,532 warrants outstanding at 31 December 2023 and at 30 June
2023 (December 2022: nil). Their effect is anti-dilutive but is potentially
dilutive against future profits.
4. SHARE CAPITAL
31 December 31 December 30 June
2023 2022 2023
Unaudited Unaudited Audited
£000 £000 £000
Ordinary shares allotted, called up and
issued of £0.0025 each
175,406,000 issued and fully paid 438,515 - 438,515
10,000,000 issued and not fully paid 25,000 - 25,000
44,000,000 issued and fully paid - 110,000 -
On 18 December 2017, the Company was incorporated with 100 shares of £0.01
each.
On 26 January 2021, the 100 issued Ordinary shares of £0.01 each were
sub-divided into 400 new Ordinary shares of £0.0025 each.
On 29 January 2021, new subscribers applied for 15,999,600 new Ordinary shares
of £0.0025 each at par raising £39,999. On 10 March 2021, a further
24,000,000 new Ordinary shares of £0.0025 each were issued at par to raise a
further £60,000. On 10 August 2021, 4,000,000 new Ordinary shares of £0.0025
each were issued at par to raise £10,000.
On 23 March 2023 12,000,000 new Ordinary Shares of £0.0025 each were issued
at par to raise £30,000 and on Admission to trading on the London Stock
Exchange on 11 April 2023 129,406,000 new Ordinary Shares of £0.0025 each
were issued at £0.0075 per share to raise £970,545. The Company incurred
broker commission and legal costs amounting to £107,704 regarding the issue
of these shares and this amount has been charged against share premium during
the year.
Included in the new ordinary shares issued upon admission are 10,000,000
shares of £0.0025 each issued at £0.0075 to AMI Assets SA for £75,000 and
accounted for as receivables at the year end. The Directors are comfortable
that the balance will be recoverable.
At 31 December 2023, the Company had the following warrants in issue:
31 December 2023 and 30 June 31 December 2022
2023
Weighted Number Weighted Number
Average Average
exercise price exercise price
(p) (p)
Outstanding at the beginning of the - - - -
period
Granted during the period 0.0027 8,313,532 - -
Exercised during the period - - - -
Outstanding at the end of the period 0.0027 8,313,532 - -
Exercisable at the end of the period 0.0027 8,313,532 - -
All of these warrants have an exercise price of 1.125 pence per share, vested
immediately and have a five-year contractual life.
A share-based payments charge of £22,447 was calculated on the basis of a
Black Scholes valuation of £0.0027 per share. In calculating this grant date
11 April 2023 fair value the parameters used were a stock asset price of
£0.0075, an option strike price of £0.01125, a five year maturity period, a
risk free interest rate of 3.79% (based on five year Gilt yields) and a
volatility of 50% based on management assessment of the risk profile. No
dividend payments were factored in the model. As the warrants all vested
immediately, the full charge has been recognised in the year.
Nature and purpose of reserves
Share based payments
The share based payments reserve reflects the share based payments charge on
warrants granted by the Company as described earlier in this note.
5. RELATED PARTY TRANSACTIONS
Kitwell Administration Limited ("Kitwell"), a company wholly owned by Mr
Hirschfield, has provided Company Secretarial and accounting services to the
Company since incorporation. Mr Hirschfield agreed that Kitwell would not make
any charges for its services prior to listing. These accounts include an
accrual of £500 for Company Secretarial services for December 2023 (30 June
2023: £2,500 plus VAT in respect of accountancy services and £1,500 plus VAT
for Company Secretarial services for the year ended 30 June 2023).
Prior to being appointed a director on 5 June 2023, Segar Karupiah charged for
his services via Danmar Management Limited, a wholly owned service company.
These accounts include an accrual of £nil (30 June 2023: £2,000 plus VAT in
respect of services provided in May and June 2023).
6. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially affect the operations of the
company.
7. EVENTS AFTER THE REPORTING DATE
There are no events since the reporting date which require reporting.
- ENDS -
This announcement contains inside information for the purposes of article 7 of EU Regulation 596/2014
(which forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018) ("UK MAR").
FOR FURTHER INFORMATION, PLEASE CONTACT:
Seed Capital Solutions plc Tel: +44 (0)1535 647 479
Chairman Damion Greef
Brand Communications Tel: +44 (0) 7976 431608
Public & Investor Relations
Alan Green
ABOUT SEED CAPITAL SOLUTIONS PLC
Seed Capital Solutions Plc (LON: SCSP) has been formed for the purpose of
acquiring a business or businesses operating in market sectors that can
display strong ESG credentials, thereby benefitting from the current trend of
superior performance and increased investor appetite.
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