28 September 2017
[NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED
STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN.]
Simian Global Plc
("Simian Global" or the "Company")
Half yearly report for the six months ended 30 June 2017
The Chairman’s Report
In January 2017, the Company
successfully completed a placing of 5,130,000 shares, raising
£769,500 before expenses. Its shares were admitted to trading on
the Main Market on 10 January 2017.
The Company made a total comprehensive loss in the period of
£154,000, which was mainly due to the advisor costs relating to the
reverse takeover.
Cash in hand at the period end was £443,000.
The Board have entered into a
non-binding Letter of Intent to acquire the entire issued share
capital of GVC Holdings Limited, a company that specialises in
outdoor media in Asia. Due
diligence on the target is still underway, and if successful, the
acquisition will result in the reverse takeover of the Company. The
Company’s shares were suspended on 17
February 2017, and remain suspended whilst the Company is
preparing a new Prospectus.
On behalf of the board
Edward Ng
Director
28 September 2017
Interim Condensed
Statement of Comprehensive Income
|
Notes |
|
6 months
Ended
30 June
2017 |
Period
from 26 February 2016 to
31 December
2016 |
6 months
Ended
30 June
2016 |
|
|
£’000 |
£’000 |
£’000 |
Turnover |
|
- |
- |
- |
Cost of
Sales |
|
- |
- |
- |
Gross
Profit |
|
- |
- |
- |
Other
Income / Expenditure |
|
- |
- |
- |
Administrative expenses |
|
(155) |
(101) |
- |
Loss
before taxation |
|
(155) |
(101) |
- |
Tax on
loss on ordinary activities |
|
- |
- |
- |
Loss
after taxation |
|
(155) |
(101) |
- |
|
|
|
|
|
Loss
and total comprehensive loss for the period |
|
(155) |
(101) |
- |
|
|
|
|
|
Basic and
diluted earnings per share |
5 |
(2.597p) |
(0.127p) |
- |
Interim Condensed Statement of Changes in Equity
|
Share Capital |
Share
Premium |
Retained
Earnings |
Total
Equity |
|
£’000 |
£’000 |
£’000 |
£’000 |
Incorporation |
- |
- |
- |
- |
Share
Issue* |
50 |
- |
- |
50 |
Loss for
the period |
- |
- |
- |
- |
Balance at 30 June 2016 |
50 |
- |
- |
50 |
Issue of
shares* |
60 |
- |
- |
60 |
Loss for
the period |
- |
- |
(101) |
(101) |
Balance at 31 December 2016 |
110 |
- |
(101) |
9 |
Issue of
shares* |
513 |
257 |
- |
770 |
Loss for
the period |
- |
- |
(155) |
(155) |
Balance at 30 June 2017 |
623 |
257 |
(256) |
624 |
* On 10 January 2017, the
Company’s shares were admitted to the Standard Listing segment of
the Official List of the UK Listing Authority and to trading on the
London Stock Exchange Main Market. In total these shares amounted
to 6,230,000 Ordinary Shares.
Share capital is the amount subscribed for shares at nominal
value.
Retained losses represent the cumulative loss of the Company
attributable to equity shareholders.
Interim Condensed
Statement of the Financial Position
|
Notes |
30
June
2017 |
31
December 2016 |
30
June
2016 |
|
|
£’000 |
£’000 |
£’000 |
Assets |
|
|
|
|
Current assets |
|
|
|
|
GVC
Deposit |
|
200 |
- |
- |
Trade and
Other Receivables |
|
- |
24 |
- |
Cash and
Cash Equivalents |
|
443 |
60 |
50 |
Total Current Assets |
|
643 |
84 |
50 |
Total
Assets |
|
643 |
84 |
50 |
|
|
|
|
|
Equity
and Liabilities |
|
|
|
|
Share
Capital |
6 |
623 |
110 |
50 |
Share
Premium Account |
6 |
257 |
- |
- |
Retained
Earnings |
|
(256) |
(101) |
- |
Total Equity |
|
624 |
9 |
50 |
|
|
|
|
|
Current Liabilities |
|
|
|
|
Trade and
Other Payables |
|
19 |
75 |
- |
Total
Liabilities |
|
19 |
75 |
- |
Total
Equity and Liabilities |
|
643 |
84 |
50 |
Interim Condensed Cash Flow Statement
|
Notes |
6 Months
Ended
30 June 2017 |
Period
from 26 February 2016 to 31 December 2016 |
6 Months
Ended
30 June 2016 |
|
|
£’000 |
£’000 |
£’000 |
Cash
flows from operating activities |
|
|
|
|
Operating
loss |
|
(154) |
(101) |
- |
Add:
Depreciation |
|
- |
- |
- |
Add:
Foreign exchange movements |
|
- |
- |
- |
Add:
Share Based Payments Reserve |
|
- |
- |
- |
Add: Loss
from equity accounted investment |
|
- |
- |
- |
Changes
in working capital |
|
|
|
|
(Increase) / decrease in inventories |
|
(200) |
- |
- |
(Increase) / decrease in receivables |
|
24 |
(24) |
- |
Increase
/ (decrease) in payables |
|
(56) |
75 |
- |
Interest
received |
|
- |
- |
- |
|
|
- |
- |
- |
Net
cash flow from operating activities |
|
(386) |
(50) |
- |
|
|
|
|
|
|
Investing Activities |
|
|
|
|
|
Decrease in Investments |
|
- |
- |
- |
|
Acquisition of fixed assets |
|
- |
- |
- |
|
Disposal of fixed assets |
|
- |
- |
- |
|
Decrease / (Increase) in financial assets |
|
- |
- |
- |
|
Decrease / (Increase) in Loans |
|
- |
- |
- |
|
Net cash flow from investing activities |
|
- |
- |
- |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
Net proceeds from issue of shares |
6 |
513 |
60 |
50 |
|
Net proceeds from share premium |
|
256 |
- |
- |
|
Net cash flow from financing activities |
|
769 |
60 |
50 |
|
|
|
|
|
|
|
Net cash flow for the period |
|
383 |
10 |
50 |
|
Opening Cash and cash equivalents |
|
60 |
50 |
- |
|
Closing Cash and cash equivalents |
|
443 |
60 |
50 |
|
|
|
|
|
|
|
|
Notes to the Interim Condensed Financial Statements
1.
General Information
Simian Global plc (‘the Company’) is an investment company
incorporated in the United
Kingdom. Details of the registered office, the officers and
advisers to the Company are presented on the Directors and Advisers
page at the end of this report. The information within these
Interim condensed financial statements and accompanying notes must
be read in conjunction with the Audited annual financial statements
that have been prepared for the period ended 31 December
2016.
2.
Basis of Preparation
These unaudited condensed consolidated interim financial
statements for the six months ended 30 June
2017 were approved by the board and authorised for issue on
27 September 2017.
The basis of preparation and accounting policies set out in the
Annual Report and Accounts for the period ended 31 December 2016 have been applied in the
preparation of these condensed interim financial statements.
These interim financial statements have been prepared in accordance
with the recognition and measurement principles of the
International Financial Reporting Standards (“IFRS”) as endorsed by
the EU that are expected to be applicable to the financial
statements for the year ending 31 December
2017 and on the basis of the accounting policies expected to
be used in those financial statements.
The figures for the six months ended 30
June 2017 and 30 June 2016 are
unaudited and do not constitute full accounts. The comparative
figures for the period ended 31 December
2016 are extracts from the 2016 audited accounts. The
independent auditor’s report on the 2016 accounts was not
qualified.
3.
Segmental Reporting
In the opinion of the Directors, 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
revenues and costs are derived from the single segment.
4.
Company Result for the period
The Company has elected to take the exemption under section 408
of the Companies Act 2006 not to present the parent Company income
statement account.
The operating loss of the Company for the six months ended
30 June 2017 was £155,000 (2016:
loss of £Nil, year ended 31 December
2016: £101,000). The current period operating loss
incorporated the following main items:
|
30
June
2017 |
31
December
2016 |
30 June
2016 |
(Unaudited) |
(Audited) |
(Unaudited) |
|
£’000 |
£’000 |
£’000 |
|
|
|
|
Accounting and
administration fees |
22 |
- |
- |
Admission
expenses |
- |
56 |
- |
Rent fees |
7 |
- |
- |
Legal and professional
fees |
- |
45 |
- |
Listing costs |
103 |
- |
- |
Other expenses |
22 |
- |
- |
|
|
|
|
5.
Earnings per Share
Earnings per share data is based on the Company result for the
six months and the weighted average number of shares in issue.
Basic loss per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number
of ordinary shares in issue during the period:
|
30 June 2017 |
31 December
2016 |
30 June 2016 |
|
£ |
£ |
£ |
Loss after tax |
(154,415) |
(101,000) |
- |
Weighted average number of ordinary
shares in issue |
5,945,000 |
79,419,355 |
50,000,000 |
Basic and diluted loss per share
(pence) |
(2.597p) |
(0.127p) |
- |
Basic and diluted earnings per share are the same, since where a
loss is incurred the effect of outstanding share options and
warrants is considered anti-dilutive and is ignored for the purpose
of the loss per share calculation. There were no potential dilutive
shares in issue during the period.
6.
Share Capital
Ordinary shares are classified as equity. Proceeds from issuance
of ordinary shares are classified as equity. Incremental costs
directly attributable to the issuance of new ordinary shares are
deducted against share capital.
Allotted, called up and fully
paid ordinary shares of 0.1p each |
Number of shares |
Share
Capital |
Share Premium |
|
|
£ |
£ |
Balance at 26 February 2016 |
50,000,000 |
50,000 |
- |
Balance at 30 June 2016 |
50,000,000 |
50,000 |
- |
Share issue – 2 August 2016 |
60,000,000 |
60,000 |
- |
Consolidate shares – 3 August
2016 |
1,100,000 |
110,000 |
|
Balance at 31 December 2016 |
1,100,000 |
110,000 |
- |
Share issue – 10 January 2017 |
5,130,000 |
513,000 |
257,000 |
Balance at 30 June 2017 |
6,230,000 |
623,000 |
257,000 |
|
|
|
|
|
7.
Events Subsequent to 30 June
2017
There were no events subsequent to the period end.
8.
Reports
This interim condensed financial statement will be available
shortly on the Company website at www.simian global.com