- Title:
Final Results and Annual Financial Report - Time:
14:26:57 - Date:
29 Jun 2021 - Category:
Results - ID:
5260D
For immediate release
29 June 2021
Boston International Holdings Plc
("BIH" or the "Company")
Annual Report and Accounts for the year ended 31 December 2020
The Company is pleased to announce its audited annual report and accounts for the year ended 31 December 2020 ("2020 Annual Accounts"), extracts from which are set out below.
A copy of the 2020 Annual Accounts will be shortly uploaded onto the Company's website at: https://www.bihplc.com/ and the National Storage Mechanism where it will be available for viewing at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").
For more information, please contact:-
| Boston International Holdings Plc |
|
| Christopher Pitman, Chairman |
+44 (0) 7768 104 329 |
| Beaumont Cornish Limited (Financial Adviser) |
|
| Roland Cornish |
+44 (0) 20 7628 3396 |
| Peterhouse Capital Limited (Broker) |
|
| Lucy Williams / Duncan Vasey / Eran Zucker |
+44 (0) 20 7469 0930 |
EXTRACTS FROM THE COMPANY'S 2020 ANNUAL ACCOUNTS
CHAIRMAN'S REPORT
I have pleasure in presenting the financial statements of Boston International Holdings Plc (the "Company") for the year ended 31 December 2020.
During the financial year, the Company reported a net loss before taxation of 1.2p per share. There was no revenue in the period. The loss reflects the operating loss of the Company for the period of £441,473. As at 31 December 2020, the Company had cash at bank of £73,362.
On 19 March 2020 the Company announced that it had signed a non-binding heads of terms, save principally for provisions relating to exclusivity, in relation to the potential acquisition of Alexanders Discount Limited, a business in a similar sector to the one contemplated at the time of original IPO in October 2016. The acquisition would constitute a Reverse Takeover under the Listing Rules since it will result in a fundamental change in the business of the Company. Accordingly, trading of the ordinary shares of the Company on the London Stock Exchange's main market for listed securities was suspended.
On 12 June 2020, the Company announced that it had entered into a new Loan Facility with Boston Merchant (HK) Limited (BMHK). BMHK is a substantial shareholder of the Company as defined by the Listing Rules . The provision of the Loan Facility is a related party transaction pursuant to DTR 7.3. BMHK is 98.04% owned by Borden James, a director of the Company. Under the Loan Facility BMHK provided £200,000 at an interest rate of 2.5% per annum to be used for general capital expenditure and working capital requirements.
On 4 March 2021, the Company announced that it was withdrawing from the acquisition of Alexanders Discount Limited and on 9 March 2021 the listing of the Company's ordinary shares on the Official List was restored.
On 31 March 2021 the Company announced:
- that Peterhouse Capital has been appointed as sole Broker to the Company.
- that £198,956 of new financing has been secured by way of a fundraising undertaken by Peterhouse Capital Limited ("Peterhouse") which involves a combination of a subscription of £125,714 Convertible Loan Notes ("Notes"). The Notes which have a 12-month term, are interest free, unsecured and are convertible at a price of 1p per Ordinary Share at the earlier of (1) the publication of a prospectus which would cover the issue and allotment of the Ordinary Shares pursuant to the conversion of the Notes; or (2) the completion of a reverse transaction and relisting of the Company onto a recognised stock exchange and the placing of 7,324,189 new ordinary shares of 1p each (the "Ordinary Shares") all at a price of 1p by Peterhouse (the "Fundraise"). Trading in the new shares commenced on 1 April 2021. The additional funds will be used for working capital and due diligence on deals which the Board will be assessing. In connection with the Fundraise the Company is issuing warrants to Peterhouse to subscribe for 1,318,354 new Ordinary Shares and to Beaumont Cornish Limited, its Financial Adviser, a warrant to subscribe for 1,250,000 new Ordinary Shares.
- the proposed novation of the existing £200,000 loan facility ("Loan Facility") with BMHK to Borden James for a nominal sum. The terms of the Loan Facility remain the same as announced on 12 June 2020. Borden James has agreed to convert the Loan Facility into Ordinary Shares in the near future, sell the Ordinary Shares and reinvest the proceeds back into the Company in the form of a convertible loan note not payable before 30 September 2022. Further information will be released by the Company at the appropriate time.
On 28 April 2021 the Company announced the appointment of Mr Christopher Pitman as Chairman and Mr Martin Lampshire as Non-Executive Director to the Board of Company with immediate effect. In conjunction with these appointments, Mr Norman Connell is stepping down from the Board and Mr Borden James resumes a role of Non-Executive Director.
The Directors have considered the impact of the Covid-19 pandemic on the Company, in the context of its operations and the market it operates in. The Dirctors are of the opinion that although a degree of uncertaintity exists about the future the business is a going-concern and they do not envisage a long term impact to the Company resulting from the Covid-19 pandemic.
A more detailed update on recent developments is provided in the Directors Report - Events after the Reporting Date.
Whilst it continues its assessment of potential acquisitions, the Board will continue to prudently manage the Company's remaining cash reserves and minimise its operating expenses in order to put the Company in the best position possible to complete the acquisition.
The Board looks forward to providing further updates to shareholders in due course.
Christopher Pitman
Chairman
28 June 2021
STRATEGIC REPORT
The Directors present their strategic report with the financial statements of the Company for the year ended 31 December 2020.
review of developments and future prospects
The Company was originally formed to undertake an acquisition of a target company or business in the foreign exchange (FX) sector, however due to a lack of current opportunities in that sector, following the general meeting held on 6 September 2019 the Directors' efforts in identifying a prospective target company or business are no longer limited to a particular industry or geographic region.
There is no specific expected target value for the acquisition and the Company expects that any funds not used for the acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.
Following completion of an acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the acquisition.
The Company's financial performance for the period reflected market conditions. The Company loss after taxation for the year to 31 December 2020 amounted to £441,473 (2019: £334,880). Cash at bank amounted to £73,362 (2019: £302,458) and net liabilities amounted to (£172,601) (2019: £268,872). No dividends were paid during the year and none are proposed. A review of the activity of the business and future prospects is contained in the Chairman's Statement on page 2 which accompanies these financial statements.
KEY PERFORMANCE INDICATORS
The key indicator of performance for the Company is its success in identifying, acquiring, developing and divesting investments in projects so as to create shareholder value.
Control of bank and cash balances is a priority for the Company and these are budgeted and monitored closely to ensure that it maintains adequate liquid resources to meet financial commitments as they arise.
At this stage in its development, quantitative key performance indicators are not an effective way to measure the Company's performance.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.
a) Currency risk
The Company does not operate internationally and its exposure to foreign exchange risk is limited to the transactions and balances that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate amount of committed credit facilities. The Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 15).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The Company monitors the interest rate on its interest bearing assets closely to ensure favourable rates are secured.
e) Capital risk management
The Company manages its capital to ensure that entities within the Company will be able to continue individually as going concerns, while maximising the return to Shareholders through the optimisation of debt and equity balances. The Company manages its capital structure and makes adjustments to it, in the light of changes in economic conditions. To maintain or adjust its capital structure, the Company may adjust or issue new shares or raise debt. No changes were made in the objectives, policies or processes during the year ended 31 December 2020.
f) Social, community and human rights issues
The Company does not consider it necessary to include a statement on these issues as it is currently looking for an investment and is not a trading entity.
g) COVID-19
Trading conditions are likely to remain dynamic amid social and market uncertainty related to the Covid-19 pandemic. Given the continuing existance of the pandemic it is not possible to quantify with any certainty how long the impact of the Covid-19 restrictions will last. The Company continues to monitor the situation. The full impact of the Covid-19 pandemic on the Company will depend on a variety of factors including the length of time the restrictions on social movement are in place and the extent to which further measures are required. The Company is nonetheless of the opinion that the operations and business model of the Company should be able to accommodate a relatively high degree of variability.
h) Energy and carbon reporting
The Company did not trade during the year and does not occupy any premises so it's utilisation of energy is below the minimum threshold of 40,000 kwh.
The Company does not hold any collateral as security.
On behalf of the board
Christopher Pitman
Chairman
28 June 2021
EXTRACT FROM THE DIRECTORS' REPORT
Directors' Responsibility Statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report, Annual report and the statutory financial statements in accordance with applicable law and regulations.
The Directors are required to prepare financial statements for the Company in accordance with International Financial Reporting Standards as adopted by the EU (together, "IFRS").
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and applicable law.
International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company's financial position, financial performance and cash flows. This requires the faithful representation of transactions, other events and conditions in accordance with the definitions and recognition criteria for the assets, liabilities, income and expenses set out in the International Accounting Standards Board's "Framework for the Preparation and Presentation of Financial Statements". In virtually all circumstances, a fair representation will be achieved by compliance with all IFRS. Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a manner that provides relevant, reliable, comparableand understandable information; and
- provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time, the financial position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
They are further responsible for ensuring that the Strategic Report and the Directors' Report and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Company's website is the responsibility of the Directors; work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in Annual Reports may differ from legislation in other jurisdictions.
The Directors are responsible for preparing the Financial Statements in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Financial Reporting Standards (IFRS) as adopted by the European Union.
The Directors, whose names and functions are set out on page 1, confirm that to the best of their knowledge:
· the 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 management report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces.
The annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.
Provision of information to auditors
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
· so far as that Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
· that Director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the Company's auditors in connection with preparing their report and to establish that the Company's auditors are aware of that information.
Auditors
The auditors, Haysmacintyre LLP, have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.
Events after the reporting date
On 4 March 2021, the Company announced that it was withdrawing from the acquisition of Alexanders Discount Limited and on 9 March 2021 the listing of the Company's ordinary shares on the Official List was restored.
On 31 March 2021 the Company announced:
- that Peterhouse Capital has been appointed as sole Broker to the Company.
- that £198,956 of new financing has been secured by way of a fundraising undertaken by Peterhouse Capital Limited ("Peterhouse") which involves a combination of a subscription of £125,714 Convertible Loan Notes ("Notes").
- the proposed novation of the existing £200,000 loan facility ("Loan Facility") with BMHK to Borden James for a nominal sum. The terms of the Loan Facility remain the same as announced on 12 June 2020. Borden James has agreed to convert the Loan Facility into Ordinary Shares in the near future, sell the Ordinary Shares and reinvest the proceeds back into the Company in the form of a convertible loan note not payable before 30 September 2022. Further information will be released by the Company at the appropriate time.
On 28 April 2021 the Company announced the appointment of Mr Christopher Pitman as Chairman and Mr Martin Lampshire as Non-Executive Director to the Board of Company with immediate effect. In conjunction with these appointments, Mr Norman Connell is stepping down from the Board and Mr Borden James resumes a role of Non-Executive Director.
On 28 April 2021, the Company announced that it was utilising the temporary relief measures implemented by the Financial Conduct Authority and Financial Reporting Council regarding the publication of annual financial results during the COVID-19 pandemic, thereby deferring the publication of these annual financial statements for the year ending 31 December 2020 for the permitted time extension of two months.
On 9 June 2021 the Company announced that it had posted a circular to its shareholdings containing notice of a General Meeting to be held on 24 June 2021 to consider and, if thought fit, approve resolutions to give the Directors of the Company various authorities and powers in respect of the Company's share capital which were duly approved.
The Directors have considered the impact of the Covid-19 pandemic on the Company, in the context of its operations and the market it operates in. The Company's management and staff are operating remotely and the Directors continue to monitor the market. Business continuity has been unaffected. At this stage, the Directors do not envisage a long term impact to the Company resulting from the Covid-19 pandemic, but will continue to monitor the situation and continue to expand its search for appropriate acquisition targets, to alternative sectors in addition to the forex market.
This responsibility statement was approved by the Board of Directors on 28 June 2021 and is signed on its behalf by:
Christopher Pitman . Director
AUDITOR'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2020
Opinion
We have audited the financial statements of Boston International Holdings Plc (the 'company') for the year ended 31 December 2020 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Cash Flow, Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
• give a true and fair view of the state of the company's affairs as at 31 December 2020 and of the company's loss for the year then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2 in the financial statements, which indicates that the Company is not revenue generating as it seeks a potential transaction and is reliant on the proceeds of future fundraises to cover financial expenditure over the next 12 months. Whilst the Directors' believe the Company has sufficient cash to meet its liabilities as they fall due, there remains a risk that cash would not be available should additional costs arise.
As stated in note 2, these facts, along with other matters described indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter: Going concern
The going concern status of the Company is considered to be a risk area due to it's loss and cash outflow in the year (as set out above). The purpose of the existence of the company is to make an acquisition and therefore there is uncertainty existing until this has been completed. Further detail is included in note 2.
How the matter was addressed in the audit
Our audit work included, but was not restricted to:
· We discussed the current status of the proposed fundraise with the directors and gained an understanding of projected future events and timelines.
· We reviewed and challenged management's cash flow forecasts for 12 months from signing the financial statements.
· We considered the level of cash in the Company in relation to the expected costs over the next 12 months and considered whether they were appropriate.
Key observations
We have included a material uncertainty in respect of going concern above, and based on the procedures performed, we have no further matters to report.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and application of materiality. We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the financial statements as a whole.
Materiality for the Financial Statements as a whole was set at £11,000, determined with reference to the draft loss of the Company. We report to the Directors any corrected or uncorrected misstatements arising exceeding £550. Performance materiality was set at £8,250, being 75% of materiality. This was considered an appropriate level of materiality given the limited trading activity of the Company as it continues to seek investment opportunities.
An overview of the scope of our audit
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company and the internal control environment when assessing the level of work to be performed.
Based on our assessment of the accounting processes, the industry in which the company operates and the control environment, it was appropriate to undertake an entirely substantive audit approach. Our substantive audit procedures included testing of total expenditure, total assets, liabilities and Equity.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
• the Directors' Remuneration report has been properly prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
• the company financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements with the London Stock Exchange regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journals and management bias in accounting estimates. Audit procedures performed by the engagement team included:
· We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are the Companies Act 2006 and the Listing Rules.
· We understood how the Company is complying with those frameworks through discussions with the Directors.
· We assessed the susceptibility of the Company's financial statements to material misstatement including how fraud might occur by considering the key risks impacting the financial statements.
· We carried out a review of manual entries recorded in Management's accounting records and assessed the appropriateness of such entries.
· We have assessed that the Company's control environment is adequate for the size and operating model of such a listed Company.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 6 September 2018 to audit the financial statements for the year ended 31 December 2018. This is our third year of uninterrupted engagement.
The non-audit services prohibited by the FRC's Ethical Standard were not provided to the Company and we remain independent of the Company in our conduct of the audit.
Our audit opinion is consistent with the additional report to the Board of Directors.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's 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 and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Ian Cliffe (Senior Statutory Auditor) 10 Queen Street Place
For and on behalf of Haysmacintyre LLP, Statutory Auditors London
Date: 28 June 2021 EC4R 1AG
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020
|
|
|
|
|
|
2020 |
2019 |
|
|
Notes |
|
|
|
£ |
£ |
|
|
|
|
|
|
|
|
| Reverse take-over costs |
|
|
|
|
(240,500)
|
(161,924) |
| Other operating expenses |
4 |
|
|
|
(198,916) |
(174,303) |
| OPERATING LOSS BEFORE TAXATION
|
|
|
|
|
(439,416) |
(336,227) |
| Interest income |
|
|
|
|
737 |
1,347 |
| Interest expense |
|
|
|
|
(2,794) |
- |
| Income tax expense |
5 |
|
|
|
- |
- |
| LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY |
|
|
|
|
(441,473) |
(334,880) |
| OTHER COMPREHENSIVE INCOME |
|
|
|
|
|
|
| Other comprehensive income |
|
|
|
|
- |
- |
| TOTAL COMPREHENSIVE INCOME /(LOSS) FOR THE PERIOD |
|
|
|
|
(441,473)
|
(334,880) |
|
Basic and diluted loss per share (pence) |
12 |
|
|
|
(1.2) |
(1.0) |
The notes to the financial statements on pages 27 to 35 form an integral part of these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
|
|
|
|
|
|
2020 |
2019 |
|
|
Notes |
|
|
|
£ |
£ |
|
|
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
| Other receivables |
6 |
|
|
|
10,320 |
8,928 |
| Cash and cash equivalents |
7 |
|
|
|
73,362 |
302,458 |
| TOTAL CURRENT ASSETS |
|
|
|
|
83,682 |
311,386 |
| CURRENT LIABILITIES |
|
|
|
|
|
|
| Unsecured Loan |
8 |
|
|
|
(200,000 ) |
- |
| Other payables |
9 |
|
|
|
(56,283) |
(42,514) |
| TOTAL CURRENT LIABILITIES |
|
|
|
|
(256,283) |
(42,514) |
|
|
|
|
|
|
|
|
| NET (LIABILITIES)/ASSETS |
|
|
|
|
(172,601) |
268,872 |
|
|
|
|
|
|
|
|
| EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY |
|
|
|
|
|
|
| Share capital |
10 |
|
|
|
366,209 |
366,209 |
| Share premium |
|
|
|
|
1,318,292 |
1,318,292 |
| Retained earnings |
11 |
|
|
|
(1,857,102) |
(1,415 ,629) |
| TOTAL EQUITY |
|
|
|
|
(172,601) |
268,872 |
The financial statements of Boston International Holdings Plc for the period ended 31 December 2020 were authorised for issue by the Company's Board of Directors on 28 June 2021.
The accompanying notes on pages 27 to 35 are an integral part of these financial statements.
……………………
Christopher Pitman
Director
28 June 2021
STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 31 DECEMBER 2020
|
|
|
2020 |
2019 |
|
|
|
£ |
£ |
| Cash flow from operating activities |
|
|
|
| Loss before tax |
|
(441,473) |
(334,880) |
|
|
|
|
|
| Changes in working capital |
|
|
|
| Other receivables |
|
(1,392) |
(2,970) |
| Other payables |
|
13,769 |
(80,978) |
| Net cash outflow from operating activities |
|
(429,096) |
(418,828) |
|
|
|
|
|
| Cash flow from financing activities |
|
|
|
| Unsecured Loan |
|
200,000 |
- |
| Proceeds from issue of shares |
|
- |
300,000 |
| Net cash inflow from financing activities |
|
200,000 |
300,000 |
|
|
|
|
|
| Net decrease in cash and cash equivalents |
|
(229,096) |
(118,828) |
| Cash and cash equivalents at beginning of period |
|
302,458 |
421,286 |
| Cash and cash equivalents at end of period |
|
73,362 |
302,458 |
The accompanying notes on pages 27 to 35 are an integral part of these financial statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
|
|
|
|
Share Capital |
Share Premium |
Profit and Loss account |
Total Equity |
|
|
|
|
£ |
£ |
£ |
£ |
| At 1 January 2019 |
|
|
306,209 |
1,078,292 |
(1,080,749) |
303,752 |
|
|
|
|
|
|
|
|
Issue of shares 60,000 240,000 - 300,000
Loss for the year after tax - - (334,880) (334,880)
At 31 December 2019 366,209 1,318,292 (1,415,629) 268,872
Loss for the year after tax - - (441,473) (441,473)
At 31 December 2020 366,209 1,318,292 (1,857,102) (172,601)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
1. GENERAL INFORMATION
The Company was incorporated on 17 November 2015 (Company Number 09876705) in accordance with the laws of England and Wales as a private company limited by shares and re-registered as a public limited company on 14 June 2016.
The Company's ordinary shares commenced trading on the main market of the London Stock Exchange on 12 October 2016.
The Company's nature of operations is to act as a special purpose acquisition company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and considers them to be the most appropriate to the Company's business activities.
Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use by the European Union and IFRIC interpretations applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.
The financial information of the Company is presented in British Pound Sterling ("£").
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.
Comparative figures
The comparative figures shown for 2019 cover the twelve months to 31 December 2019.
Going concern
This financial statement has been prepared on a going concern basis. The Directors have considered the impact of the Covid-19 pandemic on the Company, in the context of its operations and the market it operates in. The Company's management and staff are operating remotely and the Directors continue to monitor investment opportunities. Business continuity has been unaffected. At this stage, the Directors do not envisage a long term impact to the Company resulting from the Covid-19 pandemic, but will continue to monitor the situation and continue to expand its search for appropriate acquisition targets.
After reviewing it's cash requirements over the next twelve months the Company announced on 1 April 2021, that £198,956 of new financing has been secured by way of a fundraising undertaken by Peterhouse Capital Limited ("Peterhouse") which involves a combination of a subscription of £125,714 Convertible Loan Notes ("Notes") and the placing of 7,324,189 new ordinary shares of 1p each (the "Ordinary Shares") all at a price of 1p by Peterhouse (the "Fundraise"). The Directors have received confirmation from Borden James that the loan facility will be converted into ordinary shares which will be sold via the company's brokers Peterhouse, and the funds reinvested into the company in the form of a convertible loan note not payable before 30 September 2022. The Directors are also confident of raising additional funds through the issue of new shares should the need arise. On the basis that the above happens, this would ensure that the Company will continue to be able to meet its liabilities as they fall due for the 12 months from signing the financial statements.
The Directors note that a material uncertainty in respect of going concern exists as a result of the possible variables in both the costs and cash inflows for the business in the coming 12 months.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in otherperiods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred income tax is provided for using the liability method on temporary timing differences at the balance sheetdate between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets arerecognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to theextent that it is probable that taxable profits will be available against which the deductible temporary differences, andcarry-forward of unused tax credits and unused losses can be utilised.
The carrying amount of deferred income tax assets is assessed at each balance sheet date and reduced to the extent thatit is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to be recovered.
Financial instruments
Financial assets and financial liabilities are recognised on the statement of financial position when the company becomes a party to the contractual provisions of the instrument.
Financial assets
Financial assets within the scope of IAS 39 are classified as either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any financial assets at fair value through profit or loss, and in the categories of held-to-maturity investments and available-for-sale financial assets.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities measured at amortised costs.
Financial liabilities are classified as at fair value through comprehensive income statement if the financial liability is either held for trading or it is designated as such upon initial recognition
Other financial liabilities
Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.
Operating segments
As the company has not completed an acquisition there is no activity to report.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The Company's nature of operations is to act as a special purpose acquisition Company. This significantly reduces the level of estimates and assumptions required.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
|
|
2020 |
2019 |
|
|
£ |
£ |
| Auditors' remuneration: |
|
|
| Fees payable to the Company's auditor for the audit of the Company's annual accounts |
20,500 |
19,000 |
| Fees payable to the Company's auditor for the review of the interim accounts |
3,600 |
3,480 |
5. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in the United Kingdom.
No tax is applicable to the Company for the year ended 31 December 2020. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.
Reconciliation of effective tax rate
|
|
|
|
2020 |
2019 |
|
|
|
|
£ |
£ |
|
|
|
|
|
|
| Loss for the period |
|
|
(441,473) |
(334,880) |
| Total tax expense |
|
|
- |
- |
|
|
|
|
|
|
| Loss before taxation |
|
|
(441,473) |
(334,880) |
| Tax using the applicable corporation tax rate |
|
|
- |
- |
| Losses carried forward |
|
|
(1,857,102) |
(1,451,629) |
| Total tax expense included in profit and loss |
|
|
- |
- |
6. OTHER RECEIVABLES
|
|
2020 |
2019 |
|
|
£ |
£ |
|
|
|
|
| Prepayments |
10,320 |
8,928 |
7. CASH and CASH EQUIVALENTS
|
|
2020 |
2019 |
|
|
£ |
£ |
|
|
|
|
| Cash held at bank |
73,362 |
302,458 |
8. UNSECURED LOAN
|
|
2020 |
2019 |
|
|
£ |
£ |
|
|
|
|
| Unsecured Loan |
200,000 |
- |
On 12 June 2020, the Company entered into a new Loan Facillty with Boston Merchant (HK) Limited (BMHK). BMHK is a substantial shareholder of the Company as defined by the Listing Rules . The provision of the Loan Facility is a related party transaction pursuant to DTR 7.3. BMHK is 98.04% owned by Borden James, a director of the Company. Under the Loan Facility BMHK provided £200,000 at an interest rate of 2.5% per annum to be used for general capital expenditure and working capital requirements.
9. OTHER PAYABLES
|
|
|
|
10. SHARE CAPITAL
|
|
Shares |
£ |
| Issued, called up and fully paid Ordinary shares of £0.01 each |
|
|
|
|
|
|
| At 31 December 2020 and 31 December 2019 |
36,620,948 |
366,209 |
|
|
|
|
On 31 March 2021 the Company completed the placement of 7,324,189 new ordinary shares of 1p each at a price of 1p. The number of shares is therefore 43,945,137.
11. RETAINED EARNINGS
|
|
2020 |
2019 |
|
|
£ |
£ |
|
|
|
|
| Retained earnings represent accumulated losses |
(1,857,102) |
(1,415,629) |
12. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There are currently no dilutive potential ordinary shares.
| Loss per share attributable to ordinary shares |
|
2020 |
2019 |
| Earnings |
£ |
(441,473) |
(334,880) |
| Weighted average number of shares |
Unit |
36,620,948 |
32,938,756 |
| Per share amount |
Pence |
(1.2) |
(1.0) |
13. NET FUNDS/DEBT RECONCILIATION
|
|
Beginning of |
Movement in |
End of |
|
|
the period |
the period |
the period |
| Cash & cash equivalents |
302,458 |
(229,096) |
73,362 |
| Debt |
- |
(200,000) |
(200,000) |
|
|
302,458 |
(429,096) |
(126,638) |
|
|
|
|
|
14. DIRECTORS REMUNERATION
|
|
Total fees paid |
In advance |
Bonuses |
Benefits |
Pension |
Total |
Total |
|
|
2020 |
2020 |
2020 |
2020 |
2020 |
2020 |
2019 |
| W Borden James |
- |
- |
- |
- |
- |
- |
- |
| Richard Hartheimer |
£25,000 |
- |
- |
- |
- |
£25,000 |
£25,000 |
| Norman Connell |
£18,750 |
- |
- |
- |
- |
£18,750 |
£25,000 |
| Total |
£43,750 |
- |
- |
- |
- |
£43,750 |
£50,000 |
The Directors were appointed for an initial term commencing on 1 July 2016 and ending on completion of the acquisition by the Company of an operating company or business, at which time each Director shall retire from office and offer himself for re-appointment by the members.
During the period to 31 December 2020 there were no staff costs, as no staff were employed by the Company, other than the Directors fees.
15. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company consists of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.
16. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments, comprising cash, short-term deposits, bank loans and overdrafts and various items such as trade receivables and payables, which arise directly from operations. The Company does not trade in financial instruments.
Financial risk factors
The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cashflow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.
a) Currency risk
The Company does not operate internationally and its exposure to foreign exchange risk is limited to the transactions and balances that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate amount of committed credit facilities. The Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and assets. The Company monitors the interest rate on its interest bearing assets closely to ensure favourable rates are secured.
e) Market risk
The Company is not currently active so does not have any exposure to individual market risks.
Fair values
Management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
17. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payables. The Company's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in Note 2. The Company do not use financial instruments for speculative purposes.
The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:
| Financial assets |
|
£ |
|
|
|
|
| Loans and receivables |
|
|
| Other receivables |
|
10,320 |
| Cash and cash equivalents |
|
73,362 |
| Total financial assets |
|
83,682 |
|
|
|
|
|
|
|
|
| Financial liabilities measured at amortised cost |
|
|
|
Unsecured short-term loan |
|
200,000 |
| Other payables |
|
56,283 |
| Total financial liabilities |
|
256,283 |
There are no financial assets that are either past due or impaired.
18. PENSION COMMITMENT
The Company has no pension commitments at the end of the period.
19. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key management personnel compensation has been disclosed in note 13.
On 10 June 2020 the Company agreed a £200,000 Unsecured loan facility with an interest rate of 2.5% from a business controlled by the Chairman. The loan is to finance general capital expenditure and working capital requirements and is repayable by the earlier of 31 December 2021 or the the re-admission of the entire issued share capital to the Official List of the UK Listing Authority.
During the period the Company did not enter into any other material transactions with related parties. As at the balance sheet date the amounts due to the directors was £nil.
20. CONTROL
The Company has been notified of the following interests of 3% or more in its issued share capital as at 31 December 2020.
| Shareholder |
|
Shareholding |
% |
||
| Digger International Group PLTD |
|
7,500,000 |
20.48% |
||
| Boston Merchant (HK) Limited |
|
9,571,428 |
26.14% |
||
| Emirates Fund Exchange PLTD |
|
8,100,000 |
22.12% |
||
| Stephen Gibson |
|
3,000,000 |
8.19% |
||
| SCA LTD |
|
|
|
2,000,000 |
5.46% |
21. EVENTS AFTER THE REPORTING DATE
On 4 March 2021, the Company announced that it was withdrawing from the acquisition of Alexanders Discount Limited and on 9 March 2021 the listing of the Company's ordinary shares on the Official List was restored.
On 31 March 2021 the Company announced:
- that Peterhouse Capital has been appointed as sole Broker to the Company.
- that £198,956 of new financing has been secured by way of a fundraising undertaken by Peterhouse Capital Limited ("Peterhouse") which involves a combination of a subscription of £125,714 Convertible Loan Notes ("Notes"). The Notes which have a 12-month term, are interest free, unsecured and are convertible at a price of 1p per Ordinary Share at the earlier of (1) the publication of a prospectus which would cover the issue and allotment of the Ordinary Shares pursuant to the conversion of the Notes; or (2) the completion of a reverse transaction and relisting of the Company onto a recognised stock exchange and the placing of 7,324,189 new ordinary shares of 1p each (the "Ordinary Shares") all at a price of 1p by Peterhouse (the "Fundraise"). Trading in the new shares commenced on 1 April 2021. The additional funds will be used for working capital and due diligence on deals which the Board will be assessing. In connection with the Fundraise the Company is issuing warrants to Peterhouse to subscribe for 1,318,354 new Ordinary Shares and to Beaumont Cornish Limited, its Financial Adviser, a warrant to subscribe for 1,250,000 new Ordinary Shares.
- the proposed novation of the existing £200,000 loan facility ("Loan Facility") with BMHK to Borden James for a nominal sum. The terms of the Loan Facility remain the same as announced on 12 June 2020. Borden James has agreed to convert the Loan Facility into Ordinary Shares in the near future, sell the Ordinary Shares and reinvest the proceeds back into the Company in the form of a convertible loan note not payable before 30 September 2022. Further information will be released by the Company at the appropriate time.
Status of information
In accordance with section 435 of the Companies Act 2006, the Directors advise that the financial information set out in this announcement does not constitute the Company's statutory financial statements for the year ended 31 December 2020, but is derived from these financial statements. The financial statements for the year ended 31 December 2019 have been delivered to the Registrar of Companies. The financial statements for the year ended 31 December 2020 have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The financial statements for the year ended 31 December 2020 will be forwarded to the Registrar of Companies. The Auditors have reported on the 2020 accounts. Their report was unqualified but it did contain a reference to material uncertainty related to going concern.
Final Results and Annual Financial Report14:26:5729 Jun 2021Results5260D