TIDMSEMP
RNS Number : 8605R
Semper Fortis Esports PLC
31 October 2023
31 October 2023
SEMPER FORTIS ESPORTS PLC
("Semper" or the "Company")
HALF-YEARLY RESULTS FOR THE SIX MONTHSED 31 JULY 2023
Semper Fortis Esports PLC (AQSE: SEMP), announces its unaudited
half-yearly results for the six months ended 31 July 2023 and
provides an update on post-period events.
FINANCIAL HIGHLIGHTS
-- Loss before tax of GBP0.25m (H1 2022: GBP0.46m).
-- Cash at bank as of 31 July 2023 GBP0.16m (H1 2022: GBP0.63m).
OPERATIONAL HIGHLIGHTS
-- No active operating business during the period.
-- Raised GBP100,000 before expenses through a subscription for
an aggregate of 100m new ordinary shares.
-- Investment of GBP250,000 made in convertible loan notes of
GBP1 each in GL Membership Limited.
POST PERIOD EVENTS
-- Continuing due diligence on GL Membership Limited as the
Company explores the opportunity to acquire the entire issued share
capital of GL Membership Limited by way of a reverse takeover
transaction.
Keith Harris, Chairman, said : " We are excited at the potential
acquisition of GL Membership Limited, a business that is undergoing
rapid expansion and growth in the subscription model space. Our
initial view is there is considerable upside potential in this
early-stage investment and we will make further announcements in
due course when our due diligence has concluded."
For more information, please contact:
Semper Fortis Esports plc
Max Deeley, Finance Director https://semperfortisesports.com
Novum Securities Limited
AQSE Corporate Adviser and Broker + 44 20 7399 9400
David Coffman / George Duxberry - Corporate Finance
Colin Rowbury - Corporate Broking
Interim Management Report
Overview
The Company has no active operating business and has
significantly reduced its overheads to a minimum in order to
conserve its cash position.
On 22 March 2023 Jassem Osseiran stepped down as a director of
the Company. The Board would like to thank Jassem for his hard work
during his time with the Company.
During April 2023 the Company raised GBP100,000 before expenses
through a subscription for an aggregate of 100,000,000 new ordinary
shares of 0.01 pence par value each at a price of 0.1 pence per
share.
On 16 May 2023 the Company agreed to subscribe for GBP250,000 of
Convertible Loan Notes of GBP1 each in GL Membership Limited
(trading as Good Life+ "Good Life+").
The Convertible Loan Notes have been secured against the assets
of Good Life+ and the funding will assist Good Life's rapid
expansion and growth in the subscription model space.
Outlook
The Company has commenced due diligence on GL Membership Limited
as it considers the opportunity to acquire the entire issued share
capital of Good Life+ by way of a reverse takeover transaction
under the AQSE Access Growth Market Rules ("Reverse Takeover").
Should the Convertible Loan Notes convert, the subscription
price at conversion is expected to be at a discount to the price
per ordinary share to be paid for Good Life+ on completion of a
Reverse Takeover.
Good Life+ offers a subscription based monthly membership that
gives members access to daily, luxury prize draws whilst
simultaneously providing access to thousands of discounts and
deals. The membership base has seen significant growth and has more
than doubled since November 2022 and now has over 18,000 active
members.
Max Deeley
Finance Director
31 October 2023
INCOME STATEMENT AND STATEMENT OF COMPRENSIVE INCOME
Unaudited U naudited Audited
Six S ix months ended
months ended Year
ended
Note 31 July 2023 31 July 2022 31 January 2023
GBP GBP GBP
Revenue - 55,824 100,977
Administrative expenses 3 (253,283) (511,629) (679,286)
------------- ------------------ ---------------
Loss before income tax (253,283) (455,805) (578,309)
Income tax - - -
Loss for the period a nd total comprehensive loss (253,283) (455,805) (578,309)
============= ================== ===============
Earnings per share attributable to equity owners
Basic and diluted earnings per share 4 (0.001) (0.001) (0.001)
------------- ------------------ ---------------
STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited
As at As at As at
3 1 July 31 July 31 January 2023
2023 2022
Note GBP GBP GBP
ASSETS
Non-current assets
Investments 5 250,000 - -
Current assets
Other receivables 57,179 97,543 46,086
Cash and cash equivalents 161,138 634,502 527,879
Other assets - - 1,432
----------- ------------ ----------------
218,317 732,045 575,397
----------- ------------ ----------------
Total assets 468,317 732,045 575,397
=========== ============ ================
EQUITY AND LIABILITIES
Equity attributable to owners
Share capital 6 86,550 76,550 76,550
Share premium 2,577,410 2,487,410 2,487,410
Share based payments reserve 153,142 156,327 157,598
Investment in own shares (56,747) (56,747) (56,747)
Retained earnings (2,401,309) (2,029,978) (2,152,482)
359,046 633,562 512,329
Current liabilities
Trade and other payables 109,271 98,483 63,068
Total equity and liabilities 468,317 732,405 575,397
=========== ============ ================
STATEMENT OF CHANGES IN EQUITY
Share based
payments reserve
Share Share Retained Investment in
capital premium earnings own shares Total
GBP GBP GBP GBP GBP GBP
At 1 February
2023 76,550 2,487,410 157,598 (2,152,482) (56,747) 512,329
Total
comprehensive
loss for the
period - - - (253,283) - (253,283)
Shares issued in
period 10,000 90,000 - - - 100,000
Forfeiture of
share options - - (4,456) 4,456 - -
-----------
At 31 July 2023 86,550 2,577,410 153,142 (2,401,309) (56,747) 359,046
========= ========== ================= ============ ================= ===========
Share based
Share Share payments reserve Retained Investment in
capital premium earnings own shares Total
GBP GBP GBP GBP GBP GBP
At 1 February
2022 76,550 2,487,410 155,077 (1,574,173) - 1,144,864
Total
comprehensive
loss for the
period - - - (455,805) - (455,805)
Share based
payments - - 1,250 - - 1,250
Shares owned by
Employee Benefit
Trust - - - (56,747) (56,747)
-----------------
At 31 July 2022 76,550 2,487,410 156,327 (2,029,978) (56,747) 633,562
========= ========== ================ ============ ================= ============
Share based
Share Share payments reserve Retained Investment in
capital premium earnings own shares Total
GBP GBP GBP GBP GBP GBP
At 1 February
2022 76,550 2,487,410 155,077 (1,574,173) - 1,144,864
Total
comprehensive
loss for the
period - - - (578,309) - (578,309)
Share based
payments - - 2,521 - - 2,521
Shares owned by
Employee Benefit
Trust - - - - (56,747) (56,747)
-----------------
At 31 January
2023 76,550 2,487,410 157,598 (2,152,482) (56,747) 512,329
========= ========== ================ ============ ================= ============
STATEMENT OF CASH FLOWS
Unaudited Unaudited Audited
Six months Year
ended S ix months ended ended
31 July 31 July 31 January
2023 2022 2023
GBP GBP GBP
Cash flows from operating activities
Loss before income tax (253,283) (455,805) (578,309)
Adjustments:
Share based payments - 1,250 2,521
Fair value loss on other assets - - 32,649
Movement in working capital
Decrease/(Increase) in receivables (9,661) 10,079 61,536
Increase/(Decrease) in payables 46,203 (192,693) (228,108)
---------- ------------------ ----------
Net cash flow from operating activities (216,741) (637,169) (709,711)
---------- ------------------ ----------
Cash flows from investing activities
Purchase of other assets - - (34,081)
Purchase of investments (250,000) - -
Purchase of own shares - (56,747) (56,747)
N et cash flows from investing activities (250,000) (56,747) (90,828)
---------- ------------------ ----------
Cash flows from financing activities
Issue of ordinary shares 6 100,000 - -
Net cash flows from financing activities 100,000 - -
---------- ------------------ ----------
Net decrease in cash and cash equivalents (366,741) (693,916) (800,539)
Cash and cash equivalents at beginning of period 527,879 1,328,418 1,328,418
Cash and cash equivalents at end of period 161,138 634,502 527,879
========== ================== ==========
The accounting policies and notes form an integral part of these
financial statements.
NOTES TO THE FINANCIAL INFORMATION
For the six months ended 31 July 2023
1. Basis of preparation
The interim financial information has been prepared in
accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations
(collectively IFRSs), as adopted by the UK.
The accounts have been prepared in accordance with accounting
policies that are consistent with the Annual Report and Accounts
for the year ended 31 January 2023.
The unaudited results for the six months ended 31 July 2023 do
not constitute statutory accounts for that period under 435 of the
Companies Act 2006 and have not been reviewed by the Company's
auditor
. Statutory accounts for the year ended 31 January 2023 have
been delivered to the Registrar of Companies.
The auditors' report on the accounts for 31 January 2023 was
unqualified but was modified to include a material uncertainty
related to going concern. It did not contain a statement under
498(2) or 498(3) of the Companies Act 2006.
2. Changes in significant accounting policies
The accounting policies applied in these interim financial
statements are the same as those applied in the financial
statements as at and for the year ended 31 January 2023.
3. Operating expenses by nature
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
31 July 31 July 31 January
2023 2022 2023
Directors' Remuneration 79,134 125,563 191,066
Salaries - - 8,000
Professional fees 166,928 157,090 234,696
Esports team costs - 157,727 179,488
Share based payments - 1,250 2,521
Fair value adjustment - 32,649
Sundry expenses 7,221 69,999 30,866
253,283 511,629 679,286
----------- ------------ ----------
4. Earnings per share
The basic earnings per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number
of shares in issue.
The loss attributable to equity holders and weighted average
number of ordinary shares for the purposes of calculating diluted
earnings per ordinary share are identical to those used for basic
earnings per ordinary share. The weighted average number of shares
excludes shares held by an Employee Benefit Trust and has been
adjusted for the issue/purchase of shares during the period.
Unaudited Unaudited Audited
Six months Six months year
ended ended ended
31 July 31 July
2023 2022 31 January 2023
GBP GBP GBP
Loss for the year / period attributable to equity holders (GBP) (253,283) (455,805) (578,309)
Weighted average number of shares in issue 467,433,502 387,637,922 415,499,800
Basic and diluted earnings per share (GBP) (0.001) (0.001) (0.001)
============ ============ ===============
5. Investments
In the period, the Company made an investment of GBP250,000 in
convertible loan notes ("CLNs") of GBP1 each in GL Membership
Limited (trading as "Good Life+").
The CLN has been secured against the assets of Good Life+.
6. Share capital
On 28 April 2023, the Company raised GBP100,000 before expenses
through a subscription for an aggregate of 100,000,000 new ordinary
shares of 0.01 pence par value at a price of 0.1 pence per
share.
The issued share capital as at 31 July 2023 was 515,499,800 of
0.01 pence each ordinary shares (31 July 2022: 415,499,800; 31
January 2023: 415,499,800) and 35,000 of GBP1.00 each redeemable
deferred shares (31 July 2022: 35,000; 31 January 2023:
35,000).
The ordinary shares have full voting, dividend and capital
distribution (including on winding up) rights.
The redeemable deferred shares hold no voting rights or rights
to receive dividends.
In March 2022 an Employee Benefit Trust established by the
Company acquired 41,000,000 Ordinary Shares and 12,587 Redeemable
Preference Shares. This has been included as part of Other Reserves
within equity.
7. Share based payments
On 26 April 2021, the Company granted options over 12,464,994
ordinary shares at an exercise price of GBP0.031 and a vesting
period of 2 to 4 years. One of the directors left the company on 6
December 2021, resulting in 8,309,996 options lapsing, with one of
the other directors leaving on 22 March 2023 resulting in the
remaining 4,154,998 options lapsing. At 31 July 2023, there are no
options outstanding.
The charge for share based payments in the six months ended 31
July 2023 was GBPnil (31 July 2022: GBP1,250; 31 January 2022:
GBP2,521).
58,000,000 warrants were outstanding at 31 July 2023 (31 January
2023: 58,000,000; 31 July 2022: 58,000,000) with a weighted average
exercise price of GBP0.007 per share and a weighted average
remaining life of 2.38 years.
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END
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October 31, 2023 05:23 ET (09:23 GMT)
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