Baskerville Cap PLC - Half-year Report London Stock Exchange
RNS Number : 8421E
Baskerville Capital PLC
03 March 2020
 

 BASKERVILLE CAPITAL PLC

("Baskerville" or "the Company")

 

Interim Report for the period ended 31 December 2019

  

Baskerville (BASK) announces its unaudited interim financial results for the six months ended 31 December 2019.

  

·    Loss of £83,790 

·    Cash balances of over £1.4m at period end

 

Post period end, on 27 January 2020, Baskerville announced the completion of the acquisition of a 7.83% shareholding in Oberon Investments Limited ('Oberon') for £850,640 in cash ('Investment'), together with a commitment to subscribe for a further £350,945 worth of Oberon shares by no later than 30 April 2020.

 

Oberon is the holding company of MD Barnard & Co Limited (trading as Oberon Investments), an FCA regulated fund manager. The Investment has been made by Baskerville to assist Oberon in funding and accelerating its acquisition strategy.

 

In addition to the Investment, Baskerville and Oberon have entered into non-legally binding heads of agreement providing for the acquisition by Baskerville of the entire issued share capital of Oberon not already owned by it ('Proposed Acquisition').  The purchase price of the Proposed Acquisition will be satisfied by the allotment and issue to the sellers of Oberon of new ordinary shares in Baskerville.

 

The Proposed Acquisition is subject to legal, financial and other due diligence and entry into a legally binding agreement.  As no binding agreement has been reached, the Company cannot guarantee that the Proposed Acquisition will complete.

  

As Baskerville is a cash shell, the Investment is deemed to be a reverse takeover under the Listing Rules.  As a result, the Company's shares were suspended on 27 January 2020, pending the publication of a prospectus.

  

Rodger Sargent, Chairman of Baskerville said: "Oberon has made tremendous progress in the last two years. We are delighted to become part of their success, with this initial investment and agreement to acquire Oberon.

 

"We believe Oberon can consolidate the booming yet disparate and fragmented UK small fund manager market. Becoming a quoted entity through this reverse acquisition will give Oberon access to the capital markets, accelerating its ambitions of becoming one of the UK's pre-eminent small fund managers.

 

"We will update as soon as possible with developments of the Proposed Acquisition and re-listing, which we aim to complete in Q2 2020." 

 

 

For information please contact:

 

Baskerville Capital plc

Rodger Sargent

via Walbrook PR

 

 

Walbrook PR Ltd

Tel: 020 7933 8780 or baskerville@walbrookpr.com

Paul McManus / Nick Rome

 

 

 

 

 

BASKERVILLE CAPITAL PLC

 

INTERIM REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2019

 

 

CHAIRMAN'S STATEMENT

 

Introduction

 

I am pleased to present the unaudited interim results for the period ended 31 December 2019. During this interim period, Baskerville recorded a loss of £83,790, being the running costs of the Company. Cash assets at period end were over £1.4 million with no debts. 

 

Outlook

 

Post period end, on 27 January 2020 Baskerville announced the completion of the acquisition of a 7.83% shareholding in Oberon Investments Limited ("Oberon") for £850,640 in cash ("Investment"), together with a commitment to subscribe for a further £350,945 worth of Oberon shares by no later than 30 April 2020.

 

Oberon is the holding company of MD Barnard & Co Limited (trading as Oberon Investments), an FCA regulated fund manager.  The Investment has been made by Baskerville to assist Oberon in funding and accelerating its acquisition strategy.

 

In addition to the Investment, Baskerville and Oberon have entered into non-legally binding heads of agreement providing for the acquisition by Baskerville of the entire issued share capital of Oberon not already owned by it ('Proposed Acquisition').  The purchase price of the Proposed Acquisition will be satisfied by the allotment and issue to the sellers of Oberon of new ordinary shares in Baskerville.

 

The Proposed Acquisition is subject to legal, financial and other due diligence and entry into a legally binding agreement.  As no binding agreement has been reached, the Company cannot guarantee that the Proposed Acquisition will complete.

 

On completion of the Proposed Acquisition, it is the Company's intention to seek admission to trading on the NEX Exchange Growth Market ('NEX') although the Company reserves the option to apply for re-admission to the Standard segment of the Main Market or to AIM.

 

As Baskerville is a cash shell, the Investment is deemed to be a reverse takeover under the Listing Rules.  As a result, the Company's shares were suspended on 27 January 2020, pending the publication of a prospectus.

 

The Company is working to complete the Proposed Acquisition and re-listing as soon as possible.

 

Rodger Sargent

Chairman

 

3 March 2020

 

 

BASKERVILLE CAPITAL PLC

 

INTERIM STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2019

 

 

 

 

 

 

Unaudited period to 31 December 2019

Unaudited period to 31 December    2018

 

 

 

 

 

 

Notes

 

£

£

 

 

 

 

 

Revenue

          2

 

-

-

 

 

 

-------------------

-------------------

Gross profit

 

 

 

-

 

 

 

 

 

General & administrative expenses

 

 

(85,953)

(57,178)

 

 

 

-------------------

-------------------

Loss from operations before interest

 

 

(85,953)

(57,178)

 

 

 

 

 

Interest income

 

 

2,163

4,032

 

 

 

--------------------

--------------------

Loss before tax

 

 

(83,790)

(53,146)

 

 

 

 

 

Tax

 

 

-

-

 

 

 

---------------------

---------------------

Retained Loss after tax for the period

 

 

(83,790)

(53,146)

 

 

 

=============

=============

 

 

 

 

 

Retained loss attributable to:

 

 

 

 

Owners of the company

 

 

(83,790)

(53,146)

 

 

 

-------------------

-------------------

Loss for period

 

 

(83,790)

(53,146)

 

 

 

=============

=============

Total comprehensive loss attributable to:

 

 

 

 

Owners of the company

 

 

(83,790)

(53,146)

 

 

 

---------------------

---------------------

Total comprehensive loss for the period

 

 

(83,790)

(53,146)

 

 

 

=============

=============

 

 

 

 

 

Loss per share

 

 

 

 

Basic and diluted (pence)

3

 

(0.18)

(0.11)

 

 

 

=============

=============

 

 

 

 

 

  

 

BASKERVILLE CAPITAL PLC

 

INTERIM STATEMENT OF FINANCIAL POSITION

FOR THE PERIOD ENDED 31 DECEMBER 2019

 

 

 

 

 

 Unaudited as at 31 December 2019

 Unaudited as at 31 December 2018

 

 

 

 

 

 

 

 

 

Notes

                     £

                         £

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

Cash and cash equivalents

 

1,420,484

1,538,260

 

 

  -----------------------

  -----------------------

TOTAL CURRENT ASSETS

 

1,420,484

1,538,260

 

CURRENT LIABILITIES

 

 

 

Trade and other payables

 

 

(13,314)

 (194)

 

 

------------------------

------------------------

TOTAL NET ASSETS

 

1,407,170

1,538,066

 

 

============

============

Share capital

4

239,000

239,000

Share premium reserve

 

1,467,894

1,467,894

Share option reserves

 

53,252

53,252

Retained loss

 

(352,976)

(222,080)

 

 

------------------------

------------------------

TOTAL EQUITY

 

1,407,170

1,538,066

 

 

============

============

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASKERVILLE CAPITAL PLC

 

INTERIM STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2019

 

 

  

 

 For the period ended from 1 July to 31 December 2019 

 

 

 

 

 

Share

Share

 

 

 

Share

premium

Option

Retained

Total

 

capital

account

Reserve

loss

equity

 

£

£

£

£

£

 

 

 

 

 

 

As at 1 July 2019

239,000

1,467,894

53,252

(269,186)

1,490,960

 

 

 

 

 

 

Loss for the period

-

-

-

(83,790)

(83,790)

 

 

 

 

 

 

Balance at 31 December 2019

239,000

1,467,894

53,252

(352,976)

1,407,170

 

 

 

 For the period ended from 1 July to 31 December 2018 

 

 

 

 

 

Share

Share

 

 

 

Share

premium

Option

Retained

Total

 

capital

account

Reserve

loss

equity

 

£

£

£

£

£

 

 

 

 

 

 

As at 1 July 2019

239,000

1,467,894

53,252

(168,934)

1,591,212

 

 

 

 

 

 

Loss for the period

-

-

 

(53,146)

(53,146)

 

 

 

 

 

 

Balance at 31 December 2019

239,000

1,467,894

53,252

(222,080)

1,538,066

 

 

BASKERVILLE CAPITAL PLC

 

INTERIM STATEMENT OF CASH FLOW

FOR THE PERIOD ENDED 31 DECEMBER 2019

 

 

 

 

 

Unaudited period to 31 December 2019

£

Unaudited period to 31 December 2018

£

Cash flow from operating activities

 

 

Loss for the period

(83,790)

(53,146)

 

-------------------------

-------------------------

Operating cash flows before movements in working capital

(83,790)

(53,146)

Interest income

(2,163)

(4,032)

Increase/(Decrease) in payables

76

(39,428)

Decrease in receivables

14,532

14,618

 

---------------------

---------------------

Net cash outflow from operating activities

(71,345)

(81,988)

 

 

 

Cash flow from investing activities

 

 

 

Interest income

2,163

4,032

 

------------------------

------------------------

Net cash flow from investing activities

2,163

4,032

 

------------------------

------------------------

 

 

 

Net cash outflow for the period

(69,182)

(77,956)

 

----------------------

----------------------

 

 

 

Cash and cash equivalents at start of period

1,489,666

1,616,216

 

-----------------------

-----------------------

Cash and cash equivalents at end of period

1,420,484

1,538,260

 

============

============

 

 

 

 

 

 

 

 

 

BASKERVILLE CAPITAL PLC

 

NOTES TO THE UNAUDITED INTERIM REPORT

FOR THE PERIOD ENDED 31 DECEMBER 2019

 

 

1.    BASIS OF PREPARATION

 

The interim financial statements have been prepared on a going concern basis and in accordance with the recognition and measurement principles of International Financial Reporting Standards adopted for use in the European Union ("IFRS"). The interim financial statements for the period ended 31 December 2019 have not been audited and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.  This Interim Financial Report was approved by the Board of Directors on 2nd March 2020.

 

Statement of compliance

 

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ('IAS') 34 - Interim Financial Reporting as adopted by the European Union. Accordingly, the interim financial statements do not include all of the information or disclosures required in the annual financial statements. 

 

2.         ACCOUNTING POLICIES

 

The interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.  The interim financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense.  The measurement bases are more fully described in the accounting policies below.

 

Going Concern

The directors have assessed the Company's position as at 31 December 2019 and consider it appropriate to prepare the financial statements on a going concern basis. There are cash reserves of over £1.4m which the directors consider sufficient to ensure that the Company will be able to continue to meet its commitments as they fall due for at least twelve months from the date of approval of this interim financial report.

 

Expenses

All expenses are accounted for on an accruals basis and are presented through the Statement of Comprehensive Income.

 

Taxation

Current taxation is the taxation currently payable on taxable profit for the period.

 

Trade and other receivables

Trade and other receivables are recognised and carried at original invoice value less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

 

Cash and Cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

 

Trade payables

Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.

 

Financial instruments

The Company's financial assets comprise cash and cash equivalents.

The Company's financial liabilities comprise trade payables.  Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Company becomes a party to the contractual provisions of the instruments.

 

Equity

Equity comprises the following:

"Share capital" represents the nominal value of equity shares.

"Share premium" represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.

"Retained losses" represents cumulative net gains and losses recognised in the Statement of Comprehensive Income

 

3.    TURNOVER AND SEGMENTAL ANALYSIS

 

All of the Company's activity and income and expenses in the period ended 31 December 2019 were incurred in the United Kingdom, and relate to Baskerville's ongoing investment activities.

 

4.   LOSS PER SHARE

 

The calculation of the basic and diluted earnings per share is based on the following data:

 

 

Earnings

2019

£

2018

£

Earnings for the purpose of basic earnings per share

(83,790)

(53,146)

 

 

 

Number of shares

 

 

Weighted average number of ordinary shares in issue

47,800,000

47,800,000

                                               

The denominator for the purpose of calculating the basic earnings per share has been adjusted to reflect all capital raisings.

 

5.

SHARE CAPITAL

Number of

Nominal value

Premium (net of transaction costs)

 

 

shares

£

£

 

a)  Issued and Fully Paid:

 

 

 

 

 

 

 

 

 

     As at 31 December 2018 and 2019

47,800,000

239,000

£1,467,494

 

 

==============

============

============

 

The nominal value of the shares is £0.005.

 

The Company has 13,500,000 warrants in issue to the initial shareholders and the directors exercisable at either 2.5 pence or 7.5 pence per share which expire on 22 September 2021. 

 

6.    AVAILABILITY OF INTERIM RESULTS

 

Copies of the Interim Results for the period to 31 December 2019 are available from the Company's registered address and will be available on the Company's website, later today.

 

 


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