TIDMSTHP
RNS Number : 8946Z
Stranger Holdings PLC
28 January 2022
28 January 2022
STRANGER HOLDINGS PLC
("Stranger" or the "Company")
Interim Results for the Six-Month Period Ended 30 September
2021
Stranger is an investment company with the original primary
objective of undertaking a single acquisition of a target company,
business, or asset in the industrial or service sector.
Chairman's Report
On 26 September 2021 the directors were pleased to announce that
the company had entered into a Memorandum of Understanding with
Mayflower Capital Investments Pty Limited ("Mayflower") for the
acquisition of certain mineral rights in Africa, to include
commodities such as Tin and Uranium. It is a very exciting
opportunity for the Company; however, we are still currently unable
to disclose any further details at this stage due to
confidentiality reasons, but we will update the market as soon as
we are able. The directors have already completed a Reverse
Take-Over transaction with Mayflower via Caracal Gold PLC (formerly
Papillon Holdings PLC), which they still act as directors for, and
we have enjoyed an excellent working relationship with the
Mayflower team and look forward to progressing this transaction
with them.
Post 30 September, the Company provided an update on the
transaction with Mayflower Capital to acquire an advance and
near-term production uranium project (the 'Project') located in
South Africa (the 'Acquisition'). The Project is located in the
Northern Cape and close to the Namibian border and is an
established uranium production jurisdiction.
High grade uranium mineralisation was first discovered by Anglo
American in 1975 and extensive exploration programs, resource
definition drilling, metallurgical test work and feasibility
studies have been completed since then. The Project extends over a
total area of 74,151 hectares and is covered by a granted
Prospecting Right and all necessary permits and approvals are in
place to allow the Company to commence exploration and update the
feasibility study work.
The Board and its consultants are of the opinion that the
Project has the potential to be developed as a near term, low cost
uranium project, which benefits from excellent infrastructure with
road, power and water within 2km of deposit, and which is likely to
receive strong market support when the Company is re-admitted to
the Official List and to trading on the main market for listed
securities of the London Stock Exchange, given the strength of the
uranium market.
In accordance with the announced Heads of Terms, the Company
appointed a new non-executive director, Ms Jackline Muchai, to the
Board, in December 2021 as a representative of the Project vendors,
and a further a representative is to be appointed as a
non-executive director on completion of its legal, financial and
technical due diligence. The Company is pleased with the process
that its consultants and Mayflower are making with the Acquisition
and looks forward to concluding it in 2022. As part of the
transaction the Company is commencing a balance sheet restructuring
and is being advised by Mazars LLP.
Acquisitions are subject, inter alia, to the completion of due
diligence, documentation and compliance with all regulatory
requirements, including the Listing and Prospectus Rules and, as
required, the Takeover Code. The Company will, in due course, be
making an application for the enlarged Company to have its Ordinary
Shares admitted to the Official List and to trading on the main
market for listed securities of the London Stock Exchange.
The previously contemplated and announced transactions to
acquire The Recyclus Group were terminated with immediate effect
and we have appointed solicitors to recover monies owed to us of in
the region of GBP390,000 plus interest and costs. The Company had
received substantial further advances from the bond, which have
been onward advanced to Recyclus, for which they had assumed
responsibility for the servicing and ultimate repayment of the
bond. There is no guarantee that we will be successful in the
claim, but we are advised our claims are strong.
The Future
The directors look forward to completing this RTO as soon as
practicable as we believe the acquisition represents an exciting
and profitable opportunity for the shareholders of the Company.
Risks and uncertainties
The Company is a relatively new entity, with only a brief
operating history, and therefore, investors have no basis on which
to evaluate the Company's ability to achieve its objective of
identifying, acquiring, and operating one or more companies or
businesses.
Going Concern
As stated in the notes to the condensed financial statements,
the directors are satisfied that the Company has sufficient
resources to continue in operation for the foreseeable future, a
period of not less than 12 months from the date of this report.
Accordingly, they continue to adopt the going concern basis in
preparing the condensed financial statements.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year; and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to
provide additional information to shareholders to assess the
Company's strategies and the potential for those strategies to
succeed. The IMR should not be relied on by any other party or for
any other purpose.
James Longley
Director
27 January 2022
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 Months 6 months Year ended
ended ended
30 September 30 September 31 March
2021 2020 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Revenue - 1 1
Administrative expenses (142) (117) (344)
Listing costs (1) (1) (12)
-------------- -------------- --------------
Operating loss (143) (118) (355)
Investment Income 106
Finance costs (79) (104) (103)
-------------- -------------- --------------
Loss before taxation (222) (222) (432)
Taxation - - -
-------------- -------------- --------------
Loss for the period (222) (222) (432)
Loss per share - basic and
diluted (pence) (0.15p) (0.15p) (0.30p)
-------------- -------------- --------------
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
As at As at As at
30 September 30 September 31 March
2021 2020 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Assets
Current assets
Trade & other receivables 392 391 750
Cash and cash equivalents - - -
Non current assets
Other debtors 138 135 133
-------------- -------------- --------------
Total Assets 530 526 883
Equity and Liabilities
Share capital 145 145 145
Share premium 737 737 737
Profit and loss (3,038) (2,606) (2,816)
-------------- -------------- --------------
Total Equity (2,156) (1,724) (1,934)
Current Liabilities
Trade and other payables 477 674 771
Borrowings 336 201 199
-------------- -------------- --------------
Total current liabilities 813 875 970
-------------- -------------- --------------
Long term liabilities
Borrowings 1,873 1,375 1,847
-------------- -------------- --------------
Total long term liabilities 1,873 1,375 1,847
-------------- -------------- --------------
-------------- -------------- --------------
Total Liabilities 2,686 2,250 2,817
-------------- -------------- --------------
Total Equity and Liabilities 530 526 883
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share premium Retained Total
Capital GBP ('000) earnings GBP ('000)
GBP ('000) GBP ('000)
Equity at 31 March 2020 145 737 (2,384) (1,502)
Loss for the period - - (222) (222)
------------ ------------ -------------- ------------
Equity at 30 September
2020 145 737 (2,606) (1,724)
Loss for the period - - (210) (210)
------------ ------------ ------------ ------------
Equity at 31 March 2021 145 737 (2,816) (1,934)
Loss for the Period - - (222) (222)
------------ ------------ ------------ ------------
Equity at 30 September
2021 145 737 (3,038) (2,156)
INTERIM CONDENSED CASH FLOW STATEMENT
6 months ended Period ended Year ended
30 September 30 September 31 March
2021 2020 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited (audited)
)
Cash flows from operating
activities
Operating loss (222) (222) (432)
Add interest payable 79 104 183
(Increase)/decrease in
trade and other receivables (2) (178) (464)
Less interest receivable - (47) (106)
Increase/(decrease) in
trade and other payables 162 243 (108)
-------------- -------------- --------------
Net cash flows from operating
activities 17 (100) (927)
Cashflows from investing
activities
Amounts advanced/(repaid)
to related parties 43 (21) 35
Interest received - 47 106
Interest paid (79) (36) (53)
-------------- -------------- --------------
Net cash from/(used in)
investing activities (36) (10) (88)
Cash flows from financing
activities
Net proceeds from issue
of bonds 19 - 729
Convertible loan notes - - -
Bank borrowing - 50 50
-------------- -------------- --------------
Net cash flows from financing
activities 19 50 779
-------------- -------------- --------------
Net increase in cash and
cash equivalents - (60) (60)
Cash and cash equivalents
at the beginning of the
period - 60 60
-------------- -------------- --------------
Cash and cash equivalents - - -
at the end of the period
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
General Information
Stranger Holdings Plc ('the company') is an investment company
incorporated in the United Kingdom. The address of the registered
office is 27-28 Eastcastle Street London W1E 8DN. The Company was
incorporated and registered in England and Wales on 22 October 2015
as a private limited company and re-registered on 14 November 2016
as a public limited company.
1. Bas is of preparation
This announcement was approved and authorised to issue by the
Board of directors on 26 January 2022.
The financial information in this interim report has been
prepared in accordance with the International Financial Reporting
Standards. IFRS comprises standards issued by the International
Accounting Standards Board (IASB) and the interpretations issued by
the International Financial Reporting Interpretations Committee
(IFRIC) as adopted by the European Union (EU). The same accounting
policies and methods of computations are used as in the most recent
annual financial statements.
There are no IFRS, or IFRIC interpretations that are effective
for the first time in this period that would be expected to have a
material impact on the company.
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value.
The Directors are of the opinion that the financial information
should be prepared on a going concern basis, in the light of the
Company's financial resources.
These condensed interim financial statements for the six months
ended 30 September 2021 and 30 September 2020 are unaudited and do
not constitute full accounts. The comparative figures for the
period ended 31 March 2021 are extracted from the 2021 audited
financial statements.
No taxation charge has arisen for the period and the Directors
have not declared an interim dividend.
Copies of the interim report can be found on the Company's
website at ww.strangerholdingsplc.com
2. Loss per share
Basic loss per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period.
For diluted loss per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares.
The calculation of basic and diluted earnings per share is based
on the following figures:
6 months ended Year ended Year ended
30 September 30 September 31 March
2020 2019 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
Loss for the period (222) (222) (432)
Weighted average number
of
shares - basic and
diluted 145,770,000 145,770,000 145,770,000
-------------- -------------- --------------
Basic and diluted
earnings per share (0.15p) (0.15p) (0.30p)
-------------- -------------- --------------
The basic and diluted earnings per share are the same as there
were no potential dilutive shares in issue during the period.
3 . Share Capital
As at As at As at
30 September 30 September 31 March
2021 2020 2021
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (audited)
145,770,000 Ordinary shares
of GBP0.001 each (145) (145) (145)
-------------- -------------- --------------
4. Reports
A copy of this announcement will be mailed to shareholders and
copies will be available for members of the public at the Company's
Registered Office 27-28 Eastcastle Street London W1E 8DN.
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END
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(END) Dow Jones Newswires
January 28, 2022 01:59 ET (06:59 GMT)
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