TIDMVOR
RNS Number : 2412A
Vordere PLC
22 December 2017
-COMPANY REGISTRATION NUMBER 07892904
VORDERE PLC
INTERIM REPORT FOR THE
SIX MONTHSED 30 SEPTEMBER 2017
Chief Executive's Report
It is with pleasure that I present the interim financial report
to shareholders for the period 1 April 2017 to 30 September
2017.
We published an announcement on 28 March 2017 to notify you of
possible acquisitions and share subscriptions. We were pleased to
issue a circular of a General Meeting on 29 March 2017 to ratify
consideration shares, disapply pre-emption rights, cancel share
premium and change the name of the Company. We are pleased to
confirm that these items were approved in a General meeting held at
10.00am on 24 April 2017.
The properties were bought by the four newly formed, wholly
owned limited partnerships in Germany, each of which is ultimately
wholly owned by the Company, being the Acquisition Vehicles. Each
Acquisition Vehicle contracted to acquire a property in Germany
(conditional, inter alia, in each case on admission of the
Consideration Shares), following which, the relevant Property will
be the sole asset of the relevant Acquisition Vehicle.
We agreed with the vendors that the consideration payable for
the Properties under each conditional purchase agreement would be
satisfied by the issue of new Ordinary Shares in the Company at a
price of 17 pence per share. Completion of the Acquisition was
conditional upon; inter alia, the admission of the Consideration
Shares.
In June 2017, we completed four planned Acquisitions, together
with the re-listing of the Company's shares pursuant to Listing
Rule 5.6.21 and their re-admission to trading. Furthermore, in July
2017 we completed the purchase of the final of the four
acquisitions.
We have satisfied the conditions precedent for the purchase of
the properties. We are currently working on finalising the German
property portfolio title deed for the Haag, Bamberg and Hanau
Properties. The title deed for Berchtesgaden Property has been
successfully completed.
The Company is negotiating terms for further properties. We
expect to significantly expand the Company portfolio of
property.
Obviously, reviewing projects requires some expenditure but we
continue to judiciously manage the Company's funds and at the end
of the half year under review we still have approximately GBP7.6m
cash, no debt and continue to keep administration costs to a
minimum so that maximum funds can be dedicated to the review of and
potentially investments in suitable projects.
This has all required considerable work by your Board and on
your behalf, I thank my fellow Directors Graeme Johnson, Brent
Fitzpatrick and newly welcomed Stuart Cheek for their effort and
commitment to this cause and I also thank you for your continuing
support and look forward to updating you soon on further
progress.
Stuart Cheek joined the Board as a non-executive Director on 23
October 2017. Stuart Cheek has over 35 years' experience in the
financial services sector, especially in sales and marketing,
operating in regulated securities trading in the UK. He began his
career on the floor of the London Stock Exchange and then the
London International Financial Futures Exchange. He later became
one of the original partners at Cantor Fitzgerald where he ran the
Sterling Bond Division before moving into Investment Banking. He
spent over 12 years at UBS and then Santander as Managing Director
and Head of UK Institutional Sales, where he was responsible for
overseeing and integrating sales and relationship management across
various asset classes. At Santander he was responsible for
creating, marketing and launching the Santander Gilt Edged Market
Making operation and liaising with the Bank of England.
From 2009-10 Mr. Cheek was a partner, Managing Director and Head
of UK Government Bonds at BGC Partners, where he ran and grew the
government bonds desk and ancillary sterling products. He also
appeared on financial segments on Bloomberg, CNN, SKY news and
BBC.
Business review
The strategy of the Company is to establish itself over the
medium term as a property investment and development company
primarily focused on the German residential market.
The Board believe that the prevailing conditions in the German
residential property market present a significant opportunity for
the Group. The Company has established four limited partnerships
registered in Germany to acquire four properties in Germany (the
Properties) conditional in each case upon Admission of the
Consideration Shares (the Acquisition). At the date of their
acquisition, the properties had an aggregate market value of EUR
19,190,000. The Board believe that the value of the Properties can
be enhanced by obtaining or improving planning permission. The
Board will continue to explore further opportunities Company to
acquire properties, whether for cash or in exchange for Ordinary
Shares. In the short to medium term, the Company will focus on
properties (including greenfield or brownfield sites) that are
suitable for residential development in Germany.
The Company's focus for the next six months will be to obtain
and/or improve planning permission on the Properties and identify
potential acquisitions in accordance with its strategy.
Once the relevant planning consents are obtained, it is the
current intention of the Board to (i) sell the Properties; or (ii)
sell the Properties upon conducting a detailed independent
analysis; or (iii) partially develop the Properties by undertaking
limited building works prior to any sale; (iv) fully develop the
Properties and sell the units; provided always that the Company may
dispose of any of the Properties at any time (with or without
planning consents), should an appropriate opportunity arise where,
in the opinion of the Board, such disposal would enhance the value
of the Company or the Company decides not to proceeds with the
development of the Property or the Properties.
The Board believe that the prevailing conditions in the German
residential property market present a significant opportunity for
the Group.
It is not the current intention of the board to rent out the
Properties.
Key Performance Indicators
During the interim period the Company has focused on
redevelopment of the purchased properties in Germany and listing of
the Company's shares pursuant to Listing Rule 5.6.21 and admission
to trading. We have engaged with a German top-five, vertically
integrated planning, permitting and construction firm. They are
progressing our properties towards completion and obtainment of
permit in order to tender for construction contracts. Additional
work has been made in reviewing the key systems and procedures
around Corporate Governance in order for the company to prepare for
significant expansion of its capital and resources. We note that
the share price of the Company has increased reflecting an
acknowledgement by the shareholder market of the Key Performance
Indicators of the Company.
Principal Risks and uncertainties
The preservation of its cash balances remains a principal risk
for the Company, the Company is committed to maintaining its
minimal operational costs to ensure maximum funds are available to
invest in its projects.
Since completing its first project within the real estate sector
within Germany further key risks have been identified being the
risks surrounding the housing market conditions and the
macroeconomic climate which may deteriorate. Should the current
relative stability in the German housing market and/or the
macroeconomic climate deteriorate, the Company could experience
lower sales volumes than anticipated and/or decreases in sales
prices which could have a material adverse impact on the Company's
business, financial condition, results of operations and prospects,
and could result in a decline in the value of the Company's
portfolio. Economic factors which could adversely impact the
Company's business include the availability of credit, increases in
inflation, exchange rate fluctuations, interest rate fluctuations
and uncertainty around Brexit.
The Board will provide leadership within a framework of
appropriate and effective controls. The Board will set up, operate
and monitor the corporate governance values of the Company, and
will have overall responsibility for setting the Company's
strategic aims, defining the business objective, managing the
financial and operational resources of the Company and reviewing
the performance of the officers and management of the Company's
business both prior to and following an acquisition.
The Directors of Vordere PLC are listed on the Company's website
at www.vordere.com.
Nicholas W. Hofgren
Chief Executive Officer
Condensed consolidated income statement and condensed
consolidated statement of comprehensive income
for the six months ended 30 September 2017
Note Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
2017 2016 2017
GBP GBP GBP
GBP
Revenue - - -
Administrative costs (493,432) (48,664) (661,065)
---------------------------- ----- ------------ ------------ -----------------
Operating Loss (493,432) (48,664) (661,065)
Net finance income 13,938 409 1,118
Loss before taxation (479,494) (48,255) (659,947)
Taxation - - -
---------------------------- ----- ------------ ------------ -----------------
Loss for the period
attributable to equity
owners of the company (479,494) (48,255) (659,947)
---------------------------- ----- ------------ ------------ -----------------
Statement of comprehensive
income
---------------------------- ----- ------------ ------------ -----------------
Total comprehensive
loss for the period/year
attributable to the
owners of the company (479,494) (48,255) (659,947)
---------------------------- ----- ------------ ------------ -----------------
Loss per share
---------------------------- ----- ------------ ------------ -----------------
Basic 4 (0.005) (0.007) (0.029)
Diluted 4 (0.005) (0.007) (0.029)
Condensed consolidated statement of financial position
as at 30 September 2017
Note Unaudited Unaudited Unaudited
Six months Six months Year ended
ended ended 31 Mar
30 Sep 30 Sep 2017
2017 2016 GBP
GBP GBP
---------------------- ----- ------------ ------------ ------------
NON CURRENT ASSETS
Investment property 5 18,818,162 - -
---------------------- ----- ------------ ------------ ------------
Total non-current 18,818,162 - -
assets
CURRENT ASSETS
Trade and other
receivables 6 1,307,651 - 149,495
Cash and cash
equivalents 7,619,577 1,102,856 3,089,371
---------------------- ----- ------------ ------------ ------------
Total current
assets 8,927,228 1,102,856 3,238,866
LIABILITIES
Total current
liabilities (265,623) (600) (359,918)
---------------------- ----- ------------ ------------ ------------
NET ASSETS 27,479,767 1,102,256 2,878,948
---------------------- ----- ------------ ------------ ------------
EQUITY
Capital and reserves
attributable to
owners of the
company
Share capital 7 3,665,124 285,760 616,115
Share premium 22,031,304 1,380,917 3,299,509
Retained earnings 1,783,339 (564,421) (1,036,676)
---------------------- ----- ------------ ------------ ------------
TOTAL EQUITY 27,479,767 1,102,256 2,878,948
---------------------- ----- ------------ ------------ ------------
Condensed consolidated statement of changes in equity
for the six months ended 31 September 2017
Share Share Retained Total
capital premium earnings equity
GBP GBP GBP GBP
Balance at 1 April
2016 285,760 1,380,917 (516,166) 1,150,511
Comprehensive Loss
Loss for the period
and total comprehensive
income - - (48,255) (48,255)
Total owners equity
at 30 September 2016 285,760 1,380,917 (564,421) 1,102,256
----------------------------- ---------- ------------ ------------ --------------
Comprehensive loss
Loss for the period
and total comprehensive
income - - (611,692) (611,692)
Share based payment - - 139,437 139,437
Transactions with owners
Share issue (net of
issue costs) 330,355 1,918,592 - 2,248,947
----------------------------- ---------- ------------ ------------ -----------
Total owners equity
at 31 March 2017 (audited) 616,115 3,299,509 (1,036,676) 2,878,948
----------------------------- ---------- ------------ ------------ --------------
Comprehensive Loss
Loss for the period
and total comprehensive
income - - (479,494) (479,494)
Transactions with owners
Cancellation of share
premium - (3,299,509) 3,299,509 -
Share issue (net of
issue costs) 3,049,009 22,031,304 - 25,080,313
Total owners equity
at 30 September 2017
(unaudited) 3,665,124 22,031,304 1,783,339 27,479,767
----------------------------- ---------- ------------ ------------ --------------
Condensed consolidated cash flow statement
for the six months ended 30 September 2017
Unaudited Unaudited Audited
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
2017 2016 2017
GBP GBP GBP
------------------------------------ ------------ ------------ ----------
Cash flows from operating
activities
Operating (Loss) (479,494) (48,664) (661,065)
Adjustments for:
Interest received (13,938) - -
Share based payments - - 69,719
Decrease/(Increase) in receivables (1,158,156) - (149,495)
(Decrease)/Increase in payables (217,944) (10,900) 382,647
------------------------------------ ------------ ------------ ----------
Net cash used in operating
cash flows (1,869,532) (59,564) (358,194)
Net cash used in cash flows
from investing activities
Interest received 13,938 409 1,118
Purchase of subsidiaries - - (34,229)
------------------------------------ ------------ ------------ ----------
Net cash generated from
investing activities 13,938 409 (33,111)
Proceeds from the issue
of ordinary share capital 6,385,800 - 2,318,665
------------------------------------ ------------ ------------ ----------
Net cash from financing
activities 6,385,800 - 2,318,665
------------------------------------ ------------ ------------ ----------
Net increase in cash and
cash equivalents 4,530,206 (59,155) 1,927,360
Net cash at start of the
period 3,089,371 1,162,011 1,162,011
------------------------------------ ------------ ------------ ----------
Cash and cash equivalents
at period end 7,619,577 1,102,856 3,089,371
------------------------------------ ------------ ------------ ----------
Notes to the interim accounts
For the six months ended 30 September 2017
1. General information
The Company is incorporated in England and Wales and is
domiciled in the UK. Its registered office is at 3(rd) Floor, 11-12
St. James's Square, London, United Kingdom, SW1Y 4LB.
These unaudited condensed interim financial statements for the
six months ended 30 September 2017 have been prepared in accordance
with International Financial Reporting Standards (IFRS) and IAS 34
"Interim Financial Reporting" as adopted by the European Union and
do not constitute statutory accounts as defined in Section 434 of
the Companies Act 2006. This condensed set of financial statements
has been consistent with the Company's published financial
statements for the year ended 31 March 2017 and is presented in
pounds sterling.
The comparative figures for the financial year ended 31 March
2017 have been extracted from the Company's statutory accounts
which have been reported on by the Company's auditor and delivered
to the Registrar of Companies. The report of the auditors was
unqualified and did not contain a statement under the Companies Act
2006 regarding matters which are required to be noted by exception.
The interim results have been reviewed by Grant Thornton but have
not been audited.
2. Changes in accounting policies
There are no changes in accounting policies since year ended 31
March 2017.
3. Going concern
The Company's activities, together with the factors likely to
affect its future development and performance, the financial
position of the Company, its cash flows and liquidity position have
been considered by the Directors, taking account of the current
market conditions which demonstrate that the Company shall continue
to operate within its own resources.
The Directors believe that the Company is well placed to manage
its business risks successfully, and that the Company has adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, they consider it appropriate to adopt the
going concern basis in preparing these condensed financial
statements.
4. Loss per share
The calculation of the basic and fully diluted loss per share is
based on the loss for the period after tax of GBP 479,494 (30 Sep
2016: GBP48,255; 31 Mar 2017: GBP659,947) divided by the weighted
average issued ordinary shares of 102,442,454 (30 Sep 2016:
7,144,002; 31 Mar 2017: 30,805,783). Where a loss has been recorded
for the year the diluted loss per share does not differ from basic
loss per share as the exercise of any options or warrants would
have the effect of reducing loss per share and is therefore not
dilutive under the terms of IAS 33.
5. Investment property
Investment property adopted the fair value model and derived
from professional valuation. No depreciation is provided. Changes
in fair value are recognised in the Profit and Loss Account.
6. Other debtors
Including within trade and other receivables is a loan facility
agreement between the subsidiary Vordere SARL and a third party -
MV13 Eiendom AS amounting to GBP1,122,798.
7. Issued share capital
Authorised, allotted and called up share capital:
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31
2017 2016 Mar 2017
GBP GBP GBP
Ordinary shares of GBP0.02
each at the beginning
of the period 616,115 285,760 285,760
Offer and consideration
shares under the prospectus 3,049,009 - -
Shares issued during
the year - - 330,355
3,665,124 285,760 616,115
---------- ---------- ---------
On 12(th) June 2017, it was resolved that the Company would
embark upon an offer for subscription of up to 52,941,176 at 17p
per share. The details regarding the Acquisitions and offer for
subscription are set out in a Prospectus issued by the Company
which was approved by the UK Listing Authority and is available for
viewing at the Company's website at: http://www.vordere.com.
In contemplation of the completion of the Acquisitions and
further to the issue of the Prospectus, the listing of the
Company's existing 30,805,783 ordinary shares of nominal value 2p
each ("Existing Shares") on the standard segment of the Official
List of the United Kingdom Listing Authority and their trading on
the main market of the London Stock Exchange plc was to be
cancelled. Immediately following that cancellation the Existing
Shares were re-listed pursuant to Listing Rule 5.6.21 and
re-admitted to trading (the "Cancellation and Re-admission"), which
took place on 12(th) July 2017.
On 14 June 2017, the Company completed three of the four
Acquisitions, subject to the re-listing of the Company's shares
pursuant to Listing Rule 5.6.21 and their re-admission to trading.
The total of 51,411,411 Consideration Shares of nominal value
GBP0.02 in the capital of the Company was allotted at a price of
17p per share.
On 7 July 2017, the Company allotted 29,205,882 Offer ordinary
shares of nominal value GBP0.02 at a price of GBP0.17 per share.
The Company further issued 1,651,778 ordinary shares of nominal
value GBP0.02 at a price of GBP0.15 per share, pursuant to the
advisory agreement entered into by the Company and GFG Limited
("GFG") on 30 September 2016 as detailed in the prospectus dated 28
September 2016.
On 11 July 2017, the Company completed the fourth Acquisition,
subject to the admission of 54,751,950 Consideration Shares of
GBP0.02 at a price of GBP0.17 per share.
On 26 July 2017 the Company obtained a High Court order for the
share premium account to be cancelled.
On 1 August 2017, the Company allotted 2,664,707 Offer ordinary
shares of nominal value GBP0.02 at a price of GBP0.17 per share for
subscriptions equal to GBP453,000.
On 22 August 2017, the Company allotted 11,764,706 Offer
ordinary shares of nominal value GBP0.02 at a price of GBP0.17 per
share for subscriptions equal to GBP2,000,000.
On 26 September 2017, the Company allotted 1,000,000 Offer
ordinary shares of nominal value GBP0.02 at a price of GBP0.17 per
share for subscriptions equal to GBP170,000.
8. Related parties
Mr Nicholas Hofgren, a Director of Vordere PLC is also a
director of GFG Limited. On 30 September 2016, the Company signed a
2-year Corporate advisory agreement with GFG Limited, under the
agreement the Company has agreed to pay GFG Limited a fee of
GBP7,500 per month until such time that the Company asset value
exceeds GBP10,000,000 whereupon the fee will be calculated at the
rate of 1.5% of the gross asset value or GBP15,000, whichever is
greater, per month. During the six months period ended 30 September
2017 the Company paid GBP134,966 for monthly advisory services to
GFG Limited and GBP10,000 to Mr Nicholas Hofgren in respect of
board services.
Mr Nicholas Hofgren, a Director of Vordere PLC received
GBP11,354 in directors remuneration during the six months ended 30
September 2017.
Mr G Johnson, a Director of Vordere PLC is also a Director of
Granite and Pine Investments International Ltd. During the year
Directors' fees of GBP11,391 were paid to Granite and Pine
Investments International Ltd on behalf of Mr G Johnson.
9. Principal risks and uncertainties
There have been no significant changes in the first six months
of the financial year to the principle risks and uncertainties as
set out in the 31 March 2017 Annual Report and Accounts.
10. Post balance sheet events
On 23 October 2017, the Company allotted 3,052,825 Offer
Ordinary shares of nominal value GBP0.02 at a price of GBP0.17 per
share for total subscriptions equal to GBP518,980.
On 23 October 2017, the Company appointed Stuart Cheek as a
non-executive Director of the Company.
On 16 November 2017, the Company allotted 1,868,824 Offer
Ordinary shares of nominal value GBP0.02 at a price of GBP0.17 per
share for total subscriptions equal to GBP317,700.
On 13 December 2017, the Company allotted 2,843,114 Offer
Ordinary shares of nominal value GBP0.02 at a price of GBP0.17 per
share for total subscriptions equal to GBP483,329.
On 14 December 2017, the Company allotted 1,500,000 Offer
Ordinary shares of nominal value GBP0.02 at a price of GBP0.17 per
share for total subscriptions equal to GBP225,000.
11. Board Approval
These interim results were approved by the Board of Vordere Plc
on 22 December 2017.
DIRECTORS RESPONSIBILITY STATEMENT AND REPORT ON PRINCIPAL RISKS
AND UNCERTANTIES
Responsibility statement
We confirm to the best of our knowledge:
(a) The condensed set of financial statements have been prepared
in accordance with IAS 34 Interim Financial Reporting as adopted by
the EU;
(b) The interim management report includes a fair review of the
information required by:
(1) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events that have occurred during the
first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
(2) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the entity during
the period; and any changes in the related party described in the
last annual report that could do so.
Strategic Decisions
The Board will provide leadership within a framework of
appropriate and effective controls. The Board will set up, operate
and monitor the corporate governance values of the Company, and
will have overall responsibility for setting the Company's
strategic aims, defining the business objective, managing the
financial and operational resources of the Company and reviewing
the performance of the officers and management of the Company's
business both prior to and following an acquisition.
Financial Risk Management
The Company has a simple capital structure and its principal
financial asset is cash. The Company has no material exposure to
market risk or currency risk, and the Directors manage its exposure
to liquidity risk by maintaining adequate cash reserves.
Nicholas W. Hofgren
Chief Executive Officer
22 December 2017
Independent review report to the members of Vordere Plc
Introduction
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report of
Vordere Plc for the six months ended 30 September 2017 which
comprises the Condensed Consolidated Income Statement, the
Condensed Consolidated Statement of Comprehensive Income, the
Condensed Consolidated Statement of Financial Position, the
Condensed Consolidated Statement of Changes in Equity, the
Condensed Cash Flow Statement and the related notes. We have read
the other information contained in the half-yearly financial report
which comprises only the Chief Executive's Report and the Business
Review and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of financial statements.
This report is made solely to the company, in accordance with
International Standard on Review Engagements (UK and Ireland) 2410,
'Review of Interim Financial Information performed by the
Independent Auditor of the Entity' issued by the Auditing Practices
Board. Our review work has been undertaken so that we might state
to the company those matters we are required to state to it in an
independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company for our review work, for this
report, or for the conclusion we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the Disclosure and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the
group are prepared in accordance with International Financial
Reporting Standards as adopted by the European Union. The condensed
set of financial statements included in this half-yearly financial
report has been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted
by the European Union.
Our responsibility
Our responsibility is to express a conclusion on the condensed
set of financial statements in the half-yearly financial report
based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK and Ireland) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
September 2017 is not prepared, in all material respects, in
accordance with International Accounting Standard 34, 'Interim
Financial Reporting', as adopted by the European Union and the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Crawley
22 December 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR FMMZZMZDGNZM
(END) Dow Jones Newswires
December 22, 2017 06:36 ET (11:36 GMT)
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