TIDMHELD

RNS Number : 3413L

Hellenic Dynamics PLC

30 December 2022

30 December 2022

Hellenic Dynamics plc

("HELD", "Hellenic Dynamics" or "the Company")

Interim Results for the six months ended 30 September 2022

London, 30 December 2022: Hellenic Dynamics plc (LSE: HELD) the medical cannabis cultivator specifically focused on the cultivation and supply of THC dominant strains of medical cannabis flowers destined for the growing medical cannabis markets across Europe. Hellenic Dynamic's core strategy is to develop and operate its 40,000 square metre active cultivation licence from its 195,506 square metre facility located near Thessaloniki in Northern Greece. Once in full production, Hellenic will be capable of producing over 54,000 kg of dried flowers per annum.

The Company reports its half-yearly results for the six months ended 30 September 2022 (the "Period"). As the Period relates to a point in time prior to the completion of the acquisition of Hellenic Dynamics SA, admission of the Company's enlarged share capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market ("Admission") on 5 December 2022, the results being reported do not directly relate to the activities of the Company and shareholders are directed to the information in the Company's recent prospectus for further information.

Operational highlights for the period

-- Complete substantial transaction due diligence and gain approval for the enlarged company's prospectus; and

-- Commence fundraise by way of subscription to achieve minimum working capital requirements of the enlarged entity as per the company prospectus

Operational highlights for post period-end

   --      Completion of the acquisition and Admission to London Stock Exchange 

Financial highlights for the period

Cash at 31 March 2022 of GBP 2,095,682 , with current cash as at 30 September 2022 of GBP1,884,210.

Davinder Rai, CEO of Hellenic Dynamics plc, commented:

"These results, our first as a public company, cover the period ended 30 September 2022 prior to our successful Admission and reverse takeover of UK SPAC plc by Hellenic Dynamics SA (renamed Hellenic Dynamics plc), where we raised GBP1,125,000, providing the company with over GBP2,626,600 to support our growth plans. On Admission, we became the first medical cannabis cultivator to be admitted to the Main Market.

Since Admission, the Hellenic Dynamics team has not ceased it its ambition to provide dried THC medical cannabis flowers to the 25 European countries that now allow medical cannabis to patients via prescription".

The Directors of the Company accept responsibility for the content of this announcement.

Enquiries:

 
 Hellenic Dynamics plc                  +44 (0)20 3818 7850 
  Davinder Rai                           davinder@hellenicdynamics.com 
 Cairn Financial Advisers 
  Emily Staples / Jo Turner               +44 (0)20 7213 0880 
 Peterhouse Capital - Corporate 
  Brokers 
  Lucy Williams / Charles Goodfellow      +44 (0)20 7469 0930 
 J&H Communications Limited 
  James Henderson                         +44 (0)20 7933 8780 
  George Hudson                           +44 (0)7768 807631 
 

About Hellenic Dynamics plc

Founded in 2019 Hellenic Dynamics is specifically focused on the cultivation and supply of THC dominant strains of medical cannabis flowers, destined for the growing medical cannabis markets across Europe. Hellenic Dynamics' core strategy is to develop and operate its 40,000 square metre active cultivation licence from its 195,506 square metre facility located near Thessaloniki in Northern Greece. In full production Hellenic Dynamics is capable of producing over 54,000 kg of dried flowers per annum.

Hellenic Dynamics will take advantage of its relatively low cost base resulting from a comparatively low cost of power, having its own running water supply and the labour rates for skilled and semi-skilled labour in Northern Greece.

25 European countries now allow medical cannabis via prescription and the European medicinal cannabis market is expected to reach EUR43.3 billion per annum by 2027. Sales of Hellenic Dynamics' dried THC-dominant cannabis flowers and extracts are initially intended for export into Europe's largest market - Germany, in addition to other European markets including domestically in Greece.

As the first medical cannabis cultivator to obtain a Main Market listing, Hellenic is significantly different to the number of CBD (Cannabidiol) related companies that have appeared over the recent years. Hellenic Dynamics cultivates THC (Tetrahydrocannabinol) dominant medical cannabis flowers. THC-dominant medical cannabis products are only available via a medical prescription and have been approved for use in the UK, plus 24 other European countries for conditions including but not limited to chronic pain, intractable chemotherapy-related nausea, PTSD, Anxiety, Insomnia, Tourette's syndrome, substance use disorder, Multiple Sclerosis, IBS, spinal cord treatment, lack of appetite due to HIV/AIDS, Cachexia, Anorexia and Glaucoma.

For further information please visit our website www.hellenicdynamics.com .

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identi ed by their use of terms and phrases such as "believe", "could", "should" "envisage", "estimate", "intend", "may", "plan", "potentially", "expect", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements re ect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Chairman's statement

The Company did not trade during the period covered by this statement, however significant work was undertaken by it and the previous directors to progress the acquisition of Hellenic Dynamic SA.

The Chairman is delighted that the acquisition completed on 5 December 2022, together with listing on the main market of the London Stock Exchange.

The acquisition cost of Hellenic was GBP31,243,342.59 and that the consideration for the transaction was satisfied by the issue and allotment of a total of 10,414,447,530 consideration shares on completion (such shares having an implied issue price of GBP0.003).

The only transactions in the period were costs of operating the Company and transaction costs of progressing the acquisition which amounted to GBP279,667 in total.

On 5 December 2022, following the acquisition, P H Jay, S R Grant-Rennick and N B Fitzpatrick resigned as directors and the following appointments were made:

   --      Davinder Rai, Chief Executive Officer 
   --      Dr. Filippos Papadopoulos, Executive Director 
   --      Sir Anthony Jolliffe, Non-executive Chairman 
   --      Joseph Colliver, Non-executive Director 

Hellenic Dynamics

Founded in 2019, Hellenic Dynamics SA was a private Greek company specifically focused on the cultivation and supply of THC dominant strains of medical cannabis flowers, destined for the growing medical cannabis markets across Europe.

Hellenic Dynamics SA's core strategy remains to develop and operate its 40,000 square metre active cultivation licence from its 195,506 square metre facility located near Thessaloniki in Northern Greece. In full production Hellenic Dynamics is capable of producing over 54,000 kg of dried flowers per annum.

Hellenic Dynamics will take advantage of its relatively low cost base resulting from a comparatively low cost of power, having its own running water supply and the labour rates for skilled and semi-skilled labour in Northern Greece.

Twenty five European countries now allow medical cannabis via prescription and the European medicinal cannabis market is expected to reach EUR43.3 billion per annum by 2027. Sales of Hellenic's dried THC-dominant cannabis flowers and extracts are initially intended for export into Europe's largest market - Germany, in addition to other European markets including domestically in Greece. As the first medical cannabis cultivator to obtain a Main Market listing, Hellenic is significantly different to the number of CBD (Cannabidiol) related companies that have appeared over the recent years. Hellenic cultivates THC (Tetrahydrocannabinol) dominant medical cannabis flowers. THC-dominant medical cannabis products are only available via a medical prescription and have been approved for use in the UK, plus 24 other European countries for conditions including but not limited to chronic pain, intractable chemotherapy-related nausea, PTSD, Anxiety, Insomnia, Tourette's syndrome, substance use disorder, Multiple Sclerosis, IBS, spinal cord treatment, lack of appetite due to HIV/AIDS, Cachexia, Anorexia and Glaucoma.

Condensed statement of comprehensive income

For the six months ended 30 September 2022

 
                                          6 months           6 months 
                                       to 30 September    to 30 September 
                                            2022               2021 
                                        (unaudited)        (unaudited) 
                               Note         GBP                GBP 
 Revenue                                             -                  - 
 Cost of sales                                       -                  - 
                                     -----------------  ----------------- 
 Gross profit                                        -                  - 
 Administrative expenses                     (279,667)          (427,783) 
                                     -----------------  ----------------- 
 Operating profit                            (279,667)          (427,783) 
 Net finance costs                                   -                  - 
                                     -----------------  ----------------- 
 Profit before income 
  tax                                        (279,667)          (427,783) 
 Income tax expense                                  -                  - 
                                     -----------------  ----------------- 
 Total comprehensive profit 
  for the period                             (279,667)          (427,783) 
                                     =================  ================= 
 
 Earnings per share               7 
 Basic earnings per share                     (0.015)p           (0.023)p 
 
 
 

There are no recognised gains and losses other than those passing through the Statement of Comprehensive Income.

Condensed statement of financial position

As at 30 September 2022

 
                                        30 September    31 March 
                                            2022 
                                         (Unaudited)       2022 
                                                        (audited) 
                                Note        GBP            GBP 
 ASSETS 
 Current assets 
 Trade and other receivables                 329,196       216,871 
 Cash and cash equivalents                 1,884,210     2,095,682 
                                           2,213,406     2,312,553 
                                      --------------  ------------ 
 TOTAL ASSETS                              2,213,406     2,312,553 
                                      ==============  ============ 
 
 EQUITY AND LIABILITIES 
 Share capital and reserves 
 Issued share capital            8         4,122,400     4,122,400 
 Share premium                   8         2,816,208     2,816,208 
 Capital redemption reserve                    7,500         7,500 
 Retained earnings                       (4,961,583)   (4,681,916) 
                                      --------------  ------------ 
 TOTAL EQUITY                              1,984,525     2,264,192 
                                      --------------  ------------ 
 
 Current liabilities 
 Trade and other payables                    228,881        48,361 
                                             228,881        48,361 
 Non-current liabilities 
 Loan notes                                        -             - 
 TOTAL LIABILITES                            228,881        48,361 
                                      --------------  ------------ 
 
 TOTAL EQUITY & LIABILITIES                2,213,406     2,312,553 
                                      ==============  ============ 
 
 

Co ndens ed s tat e m ent of changes in equity

Fo r the six m onths ended 30 September 2022

 
                         Sh ar        Sh ar e     Capital     R e t ai     To t a 
                         e ca p       p re m i   redemption    n ed ear       l 
                         i t al          um       reserve      n i ng s 
                                                    GBP 
                           GBP          GBP                      GBP         GBP 
B a la n c e at 
 1 April 2021          4,122,400   2,816,208       7,500     (4,180,798)  2,765,310 
Share based payment 
 charge                    -           -             -         112,578     112,578 
T o ta l c omp r 
 e h e nsi ve income       -           -             -        (427,783)   (427,783) 
                       ---------  ------------  -----------  -----------  --------- 
B a la n c e at 
 30 September 2021     4,122,400   2,816,208       7,500     (4,496,003)  2,450,105 
                       ---------  ------------  -----------  -----------  --------- 
B a la n c e at 
 1 October 2021        4,122,400   2,816,208       7,500     (4,496,003)  2,450,105 
T o ta l c omp r 
 e h e nsi ve income       -           -             -        (185,913)   (185,913) 
                       ---------  ------------  -----------  -----------  --------- 
B a la n c e at 
 31 March 2022         4,122,400   2,816,208       7,500     (4,681,916)  2,264,192 
                       ---------  ------------  -----------  -----------  --------- 
B a la n c e at 
 1 April 2022          4,122,400   2,816,208       7,500     (4,681,916)  2,264,192 
T o ta l c omp r 
 e h e nsi ve income       -           -             -        (279,667)   (279,667) 
                       ---------  ------------  -----------  -----------  --------- 
B a la n c e at 
 30 September 2022     4,122,400   2,816,208       7,500     (4,961,583)  1,984,525 
                       ---------  ------------  -----------  -----------  --------- 
 

Condensed cash flow statement

For the six months ended 30 September 2022

 
                                                        6 months        6 months 
                                                           to               to 
                                                       30 September    30 September 
                                                           2022            2021 
                                                       (unaudited)     (unaudited) 
                                                          GBP              GBP 
 Cash from operating activities: 
 Operating profit                                         (279,667)       (427,783) 
 Adjusted for: 
 Share based payment charge                                       -         112,578 
 (Increase)/ decrease in trade and other 
  receivables                                             (112,325)        (25,647) 
 (Decrease)/ increase in trade and other 
  payables                                                  180,520        (61,091) 
                                                    ---------------  -------------- 
 Cash (used in)/ generated by operations                  (211,472)       (401,943) 
 
 Finance costs                                                    -               - 
 Taxation paid                                                    -               - 
 Net cash (outflow)/inflow from operating 
  activities                                              (211,472)       (401,943) 
                                                    ---------------  -------------- 
 
 
 Cash flows from investing activities:                            -               - 
 Net cash flows from / (used) in investing 
  activities                                                      -               - 
                                                    ---------------  -------------- 
 
 
 Cash flows from financing activities:                            -               - 
 
   Net cash flows from financing activities                       -               - 
                                                    ===============  ============== 
 
   Net (decrease)/increase in cash and 
   cash equivalents                                       (211,472)       (401,943) 
 
 Cash and cash equivalents brought 
  forward                                                 2,095,682       2,858,775 
                                                    ---------------  -------------- 
 
   Cash and cash equivalents carried 
   forward                                                1,884,210       2,456,832 
                                                    ===============  ============== 
 

For the purposes of the cash flow statement, cash and cash equivalents comprise the following:

 
                              As at 30      As at 30 
                              September     September 
                                 2022         2021 
                                 GBP          GBP 
 
 Cash at bank and in hand      1,884,210    2,456,832 
 Bank overdraft                        -            - 
                               1,884,210    2,456,832 
                            ============  =========== 
 
   1.      Corporate information 

The interim condensed financial statements of Hellenic Dynamics plc for the six months ended 30 September 2022 were authorised for issue in accordance with a resolution of the directors on 29 December 2022.

Hellenic Dynamics plc ("the Company") is a limited company, incorporated in England and Wales, whose shares are publicly traded on the London Stock Exchange in the standard segment.

The address of its registered office is 21 Arlington Street, London, SW1A 1RN.

On 1 December 2022, the Company changed its name from U.K. SPAC Plc to Hellenic Dynamics plc.

   2.      Notes to the Interim Report 

B a s is of preparation

T h e Company's half-yearly f i n a ncial state m e n ts f or the s ix m o n t hs en ded 30 September 2022 were auth orised f or is s ue by the directors on 29 December 2022.

T h e half-yearly fin a ncial state men t s, w hich are u nau dited, do n ot con stit ute s tatuto ry accou n ts wit h in t he meaning of Section 434 of t he C o m p a nies Act 2006. T he statuto ry accou nts f or t he year en ded 31 March 2022 have been filed with t he Regis t rar of Co m panies at C o m panies Hou se. T he au dit report on t he statuto ry accou n ts f or the year en ded 31 March 2022 was u n q ualified and did n ot co ntain a ny state men ts un der Section 498 (2) or ( 3) of the C o m panies Act 2006.

T h e annu al f i n a ncial state m e nts of Hellenic Dynamics f or the year en ded 31 March 2023 w ill be prepar ed in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006,

IFRIC Interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. A ccordin g l y, these inter im f i nan cial state ments h a ve been prepared us i ng accou nti ng policies con siste nt with t h o se w hich will be adopted by t he Company in t he f i nancial state m e nts a nd in co m pliance with IAS 34 " I nter im finan cial reporting".

Whilst the Company does not have any subsidiaries during the period, the company has made an acquisition before the year ended 31 March 2023 and therefore consolidated accounts will be required for the full year in accordance with IFRS 10.

T h e inter im f i n a ncial state men ts have been prepared in accordance w ith the acco unti ng policies set o ut in the ann ual fin a ncial state men ts f or the year en ded 31 March 2022.

There is a prior period amendment in respect of the interim financial statements for the period ended 30 September 2021. Acquisition costs amounting to GBP166,510 were previously capitalised and have now been treated as an expense. The correct treatment was reflected in the financial statements for the year ended 31 March 2022.

   3.      New standards adopted 

There are no accounting pronouncements which have become effective from 1 April 2022 that have a significant impact on the Company's interim condensed financial statements.

   4.      Significant accounting policies 

The interim condensed financial statements have been prepared in accordance with the accounting policies adopted in the Company's most recent annual financial statements for the year ended 31 March 2022.

   5.      Estimates and judgements 

The judgements, estimates and assumptions applied in the interim condensed financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Company's last annual financial statements for the year ended 31 March 2022.

   6.      Going concern 

The interim financial statements are prepared on a going concern basis which the directors believe to be appropriate. At the balance sheet date, the company had net assets of GBP2m and a cash balance of GBP1.88m. Subsequent to the year end and following the reverse acquisition of Hellenic Dynamics SA the company have raised cash of GBP1.125m as a result of shares and loan note issues, which will support the growth plans of the group. The Directors are confident that the group will be able to meet its obligations as they fall due.

   7.      Earnings per share 

The basic earnings per share is calculated by dividing the earnings attributable to equity shareholders by the weighted average number of shares in issue.

T h e weig hted aver a ge nu m ber of shares in t he period w a s:

 
                                      6 months        6 months        Year-ended 
                                         to               to 
                                     30 September    30 September    31 March 2022 
                                         2022            2021 
                                     (unaudited)     (unaudited)       (audited) 
 
                                       Number          Number           Number 
 
 B asic ordinary shares of 0.1p 
  each                              1,852,219,137   1,852,219,137    1,852,219,137 
                                  ---------------  --------------  --------------- 
 
 Total                              1,852,219,137   1,852,219,137    1,852,219,137 
                                  ===============  ==============  =============== 
 

E a rning attributable to equity shareholders of the parent

 
                                6 months        6 months        12 months 
                                   to               to              to 
                               30 September    30 September    31 March 2022 
                                   2022            2021 
                               (unaudited)     (unaudited)       (audited) 
                                  GBP              GBP             GBP 
 Basic earnings per share          (0.015)p        (0.023)p         (0.033)p 
                            ===============  ==============  =============== 
 

The loss attributable to equity shareholders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is because the exercise of share options would have the effect of reducing the loss per ordinary share and is therefore anti-dilutive.

   8.      Share Capital 
 
                              30 September 2022             31 March 2022 
                         --------------------------  -------------------------- 
                             Number          GBP         Number          GBP 
 
 Allotted, called 
  up and fully paid 
 Ordinary shares of 
  0.1p each               1,852,219,137   1,852,218   1,852,219,137   1,852,218 
 Founder shares of 
  GBP1 each                   2,270,182   2,270,182       2,270,182   2,270,182 
                                         ----------                  ---------- 
                                          4,122,400                   4,122,400 
                                         ==========                  ========== 
 

2,270,182 Founder shares were issued in 2016. The founder shares are not quoted and do not carry a right to vote or to receive a dividend.

Warrants

Details of the warrants outstanding during the period are as follows;

 
                                         Weighted                          Weighted 
                                     average remaining                      average 
                                        contractual                         exercise 
                                       life (years)                          price 
                                                             Number           GBP 
 
 Brought forward at 1 April 
  2022                                            0.92     1,647,594,936       0.003 
 
 Granted                                             -                 -           - 
 Lapsed                                         (0.92)   (1,584,810,126)     (0.003) 
 
 Carried forward at 30 September                     -        62,784,810           - 
  2022 
                                   ===================  ================  ========== 
 

Share Options

Details of the equity settled EMI share options outstanding during the period are as follows:

 
                                                                           Weighted 
                                                                            average 
                                                     Weighted average       exercise 
                                                   remaining contractual     price 
                                      Number           life (years)           GBP 
 
 Brought forward at 1 April 
  2022                              111,133,148                      0.5       0.002 
 
 Granted                                      -                        -           - 
 Lapsed                                       -                        -           - 
 
 Carried forward at 30 September 
  2022                              111,133,148                      0.0       0.002 
                                   ============  =======================  ========== 
 

Although the last day for exercising the EMI share options was 1 September 2022, subsequent to the year end the exercise date was extended to 30 September 2027.

The fair value of the remaining share options has been calculated using the Black-Scholes model. The assumptions used in the calculation of the fair value of the share options outstanding during the year are as follows:

 
 Grant Date                        3 March 2021 
 
 Exercise period              March 2021 - September 
                                       2022 
 
 Share price at date 
  of grant                            0.33p 
 
 Exercise price                      0.1975p 
 
 Shares under option               111,133,148 
 
 Expected volatility                   26% 
 
 Expected life (years)                 1.5 
 
 Risk free rate                       0.01% 
 
 Expected dividend 
  yield                                 0% 
 
 Fair value per option                0.12p 
 

Volatility was determined by reference to the standard deviation of expected share price returns based on a statistical analysis of the daily share value of the AIM All-Share Market over a 1-year period to grant date. All of the above options are equity settled and the charge for the period is GBPNil as all of the charge was recognised in prior periods (Mar 2022 - GBP122,578).

   9.   Related party transactions 

During the period, the former Directors received remuneration of GBP35,000 (2021 - GBP25,000) and fees of GBP17,500 (2021 - GBP18,600).

   10.   Subsequent events 

Post period end on 5 December 2022 Hellenic Dynamics Plc ("the Company") formerly known as UK SPAC Plc acquired through share for share exchange the entire share capital of Hellenic Dynamic S.A ("Hellenic"). a company whose principal activity is the cultivation of medical grade cannabis.

Although the transaction resulted in Hellenic becoming a wholly owned subsidiary of the Company, the transaction constituted a reverse acquisition, as the previous shareholders of Hellenic own a substantial majority of the Ordinary Shares of the Company and the executive management of Hellenic became the executive management of the Company.

In substance, the shareholders of Hellenic acquired a controlling interest in the Company and the transaction will therefore be accounted for as a reverse acquisition. As the Company's activities prior to the acquisition were purely that of a cash shell seeking a suitable acquisition, it will not meet the definition of a business in accordance with IFRS 3. Accordingly, this reverse acquisition will not constitute a business combination and will be accounted for in accordance with IFRS 2 "Share-based Payments" and associated IFRIC guidance. Although, the reverse acquisition is not a business combination, the Company has become a legal parent and will be required to apply IFRS 10 and prepare consolidated financial statements.

The acquisition cost of Hellenic was GBP31,243,342.59 the consideration for the transaction was satisfied by the issue and allotment of a total of 10,414,447,530 Consideration Shares to the Sellers, such shares having an implied issue price of GBP0.003.

Further to the above, the following events took place after the period end;

-- The subscription for 250,000,000 new ordinary shares at a subscription price of GBP0.003 each to raise GBP750,000.

-- The issue of unsecured convertible loan notes raising a further GBP375,000, the convertible loan notes holder will be able to convert at a price of 0.3 pence and the subscription for the loan notes is conditional to admission.

-- The grant of 1,171,555,000 new options to the members of the board, management, and members of the advisory board.

-- The grant of an aggregate total of 375,000,000 warrants to investors participating in the subscription and the subscription for loan notes.

11. Statement of Directors' responsibilities

The Directors of Hellenic Dynamics plc are set out on page 3 of this report. We confirm that to the best of our knowledge:

-- the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the UK.

   --      the interim management report includes a fair review of the information required by; 

o DTR 4.2.7R of the Disclosure Guidance 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

o DTR 4.2.8R if the Disclosure Guidance 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 that period; and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board

Davinder Rai

Chief Executive Officer

29 December 2022

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