TIDMDISP

RNS Number : 3673W

Dispensa Group PLC

11 December 2023

The following amendments have been made to the Dispensa Group plc Second Interim Results announcement released on 30 November 2023 at 2.00pm under RNS No 2416V:

The addition of a Statement of Cashflows for the Period ended 31 August 2023

Two references to Zamaz plc in Note 1 to the Accounts amended to read Dispensa Group plc

All other details remain unchanged.

The full amended text is shown below.

11 December 2023

DISPENSA GROUP PLC

SECOND UNAUDITED INTERIM RESULTS FOR THE SIX MONTH PERIODED 31 AUGUST 2023

Dispensa Group plc (LON: DISP), ("Dispensa" or "The Company") the acquisitive holding company developing a portfolio of international luxury food brands, is pleased to announce its unaudited interim results for the six month period from 1 March 2023 to 31 August 2023.

These are the second set of Interim Results announced by the Company following its announcement on 24 August 2023 that it had changed its year-end from 31 August to 31 December to align itself with the accounting reference date of its operating subsidiaries. As such, the next full set of audited annual financial statements will cover the 16-month period from 1 September 2022 to 31 December 2023 and are expected to be published in April 2024.

Key Highlights for the six month period from 1 March 2023 to 31 August 2023:

-- Change of Company name from Zamaz plc to Dispensa Group plc and updated strategy and focus on the acquisition and digitization of luxury foods brands as well as vertical integration within each brand business.

-- After three acquisitions in the luxury foods sector in Italy completed since Listing and in the previous six month period, management has concentrated on building its team, consolidating operations, expanding distribution channels and achieving efficiencies. Administration costs have fallen following the restructuring of the UK team and closing the UK warehouse, moving all logistics to Italy.

-- There is significant seasonality in the business which is reflected by a fall in revenues - Summer is a slower period and Christmas tends to be much busier. Revenues are lower also due to the legacy Amazon business having experienced persistent cost increases and operational challenges from Amazon.

-- Overall, the loss position over the last 12 months to August 2023 has improved compared to the previous 12 months To August 2022.

-- Exciting organic growth opportunities through product development and enhanced store openings for existing brand distribution. Pipeline of accretive acquisition opportunities.

Commenting on the second Interim Results, Chairman Dr Niccolò Caderni said: "The Dispensa Group is rolling out its integration and expansion plans for the acquired businesses including adding senior team members. While revenue has fallen compared to the first six months of the year, this is mainly, as expected, due to the seasonality of the business. The arriving Christmas trading period has generally significantly higher revenues than the same summer trading period for our brands. Our revenue is however also lower following difficulties with the Amazon platform and Ecomoist brand which has under-performed and which is being addressed. Organic growth through brand development and distribution of products through store openings continues while our focus on acquisition of additional brand businesses is ongoing. We are also considering minority investments in brands and related businesses to accelerate growth. Fully to exploit the opportunities in the market, the Company would naturally need to access further capital."

 
  Dispensa Group plc 
  Dr Niccolò Caderni                                   n.caderni@dispensagroup.com 
                                                           ---------------------------- 
 
  VSA Capital                                               +44(0)20 3005 5000 
                                                           ---------------------------- 
  Andrew Raca, Alexander Cabral (Corporate Finance) 
  Peter Mattsson (Corporate Broking) 
                                                           ---------------------------- 
  Walbrook PR Limited                                       +44 20 7933 8780 or 
                                                             +44 07768 807631 
                                                           ---------------------------- 
   Paul Vann/Nick Rome/Joe Walker                            dispensa@walbrookpr.com 
                                                           ---------------------------- 
 
 
 

About Dispensa Group plc:

Dispensa Group plc is an international Holding Company whose shares are listed on the Main Market of The London Stock Exchange. It acquires majority and minority stakes-in businesses which have ethically sourced luxury food brands of exceptional quality, but which are undervalued by dint of not having been exposed to global markets. We add value and international reach to such brands by digitalization and our own e-commerce expertise, via online distribution channels and specialist stores. To date, our strategy has focused on the Italian market; however, we believe there are many more expansion, partnership and acquisition opportunities throughout Europe and beyond.

CEO's Report

Dear Shareholder

The Company, (previously Zamaz plc) listed its shares on the Main Market of the London Stock Exchange on 2 September 2022, since then the Group, via its wholly owned subsidiary, Bella Dispensa S.r.l. ("Bella Dispensa"), based in Milan, Italy, has made three acquisitions in the luxury foods sector. These acquisitions are being integrated and we are beginning to see positive operational synergies which we expect will be reflected in the financial performance from FY 2024. There is an increasing focus on Bella Dispensa to diversify products, markets and distribution channels, achieve efficiencies and capture the opportunity afforded by a well-considered pipeline of organic and investment growth opportunities.

The Group is also now at the end of its geographical re-organisation. It has closed its UK warehouse and reduced its UK team, transferring operations and warehouse to the Milan area. This has reduced costs significantly and improved internal controls and communications.

Within the team at both Plc and operating level there has been a focus on team building in both senior management and operational roles to enable the execution of the growth plan, enable the digitization of existing businesses acquired as well as the optimization of operations to reduce costs and increase sales. In common with our peers in the industry, the acquisition and retention of good people at every level remains a challenge in the current climate.

Income

Revenue fell in the six month period to GBP1.74m (GBP3.48m for the previous six months) leading to a Gross Profit of GBP0.37m (GBP1.68m). Admin expenses fell to GBP0.90m (GBP1.67m) delivering an Operating Loss of GBP0.53m (gain of GBP0.01m).

Finance costs increased to GBP0.18m (GBP0.09m) following an increase in the bond amount issued from GBP1.4 million on listing in early September 2022 to GBP3.1 million at 31 August 2023, plus an increase in bond coupon from 6% p.a. to 7.5% p.a. following the bondholder meeting held in March 2023.

The Loss before Tax was lower at GBP1.19 million for the six month period (previous period GBP1.64 million)

Financial Position

The key points on the assets side of the balance sheet are as follows.

Inventories fell to GBP0.24m (GBP0.79m) as stocks were reduced in the Ecomoist business and not replenished, as well as resulting from the seasonality of the business.

Receivables fell to GBP1.28m (February 2023: GBP2.05m) as collections improved to a more sustainable level.

Key points on the liabilities side of the balance sheet are as follows.

Current liabilities were significantly reduced to GBP2.46m (February 2023: GBP4.56m) as cash inflows increased, while Non-current liabilities increased to GBP4.36m (GBP2.75m) mainly due to successful additional placings of the Dispensa Plc Bond.

Bond Restructuring

On 9 March 2023 Dispensa Plc convened a meeting of the Bondholders of the Company's EUR 3,000,000 6% Fixed Rate Bonds due 30 April 2023. It was agreed that the maturity of the 6% Bond would be extended to 20 April 2026 from 30 April 2023, the Nominal Value of the Bond could be increased from EUR3,000,000 to EUR15,000,000, and the rate of interest was increased to 7.5% from 6% per annum.

Following the Resolution, additional Bonds have been issued bringing an extra EUR530,000 into the Company for a total of EUR3,530,000 (GBP3,141,891) outstanding.

Board Changes

On 24 August 2023 the Company announced that Martin Groak, who was Independent Chairman of the Board and who had led the listing process, would relinquish his Chairmanship and remain an Independent Non-Executive Director. Martin was replaced by Niccolo Caderni who was until that point an Independent Non-Executive Director.

On 20 October, the Company announced the appointment of Alessandro Colombo to take over the CEO role from Daniele Besnati. On 21 November, Mr Colombo stepped down for personal reasons. Daniele Besnati, who had remained on the Board as Executive Director of Operations, returned to his previous role as CEO.

Vision

Our company's vision is to be a fast-growing player in the international Luxury Foods sector. It believes that it can achieve this through a well-planned strategy of organic growth through store openings and product development, as well as external growth via acquisitions, and majority and minority investments in brand businesses and associated sectors.

In recent months the company has expanded its operations and diversified its product and geographic presence within Italy. The financial results of the implementation of this strategy are expected to come through in FY 2024.

We look forward to being able to report on further progress across the board for our 16-month audited financial year ending 31 December 2023 next April.

Forward looking statements:

This announcement contains statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements, including statements that relate to the Company's future prospects, developments and strategies. The Company does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions express by the press or other media regarding the Group. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.

Forward-looking statements are identified by their use of terms and phrases such as "believe", "targets", "expects", "aim", "anticipate", "projects", "would", "could", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially from any results, performance or achievements expressed or implied by such forward looking statements. Factors that may cause actual results to differ materially from those expressed or implied by such forward looking statements include, but are not limited to, those described in the Risk Management Framework section of the Company's most recent Annual Report. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Group and the environment in which it is and will operate in the future. All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. Each forward-looking statement speaks only as at the date of this announcement. Except as required by law, regulatory requirement, the Listing Rules and the Disclosure Guidance and Transparency Rules, neither the Company nor any other party intends to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Financial Results & Review

The loss for the six month period ending 31 August 2023 was GBP1,191,459 including exceptional listing costs (GBP1,642,336 loss).

The Board monitors the activities and performance of the Group on a regular basis. The Board uses financial indicators based on budget versus actual to assess the performance of the Group. The indicators set out below will continue to be used by the Board to assess performance over the period to 31 August 2023. The main KPIs

for   the Group are as follows. These allow the Group to monitor costs and plan future activities: 
 
                                        Six Month Period    Six Month period 
                                         ended 31 August          ended 
                                              2023             28 February 
                                           (unaudited)       2023 (unaudited) 
    Revenue GBP'000                             GBP1,744         GBP3,480 
     Gross Margin GBP'000                         GBP372         GBP1,683 
     %                                            21.33%          48.36% 
     EBITDA GBP'000- excluding listing                             GBP10 
     costs 
                                                (GBP526) 
 
 

Financial Position

The Group's Statement of Financial Position as at 31 August 2023 and comparatives at 28 February 2022 are summarized below.

 
                                             31 August  28 February 
                                                  2023         2023 
  Current assets                             2,292,406    3,633,125 
--------------------------  --------------------------  ----------- 
  Non-current assets                        23,839,599   24,142,460 
--------------------------  --------------------------  ----------- 
  Total assets                              26,132,005   27,775,585 
--------------------------  --------------------------  ----------- 
  Current liabilities                        2,495,288    4,555,545 
--------------------------  --------------------------  ----------- 
  Non-current liabilities                    4,362,905    2,749,810 
--------------------------  --------------------------  ----------- 
  Total liabilities                          6,858,193    7,305,355 
--------------------------  --------------------------  ----------- 
  Net assets                                19,273,813   20,470,230 
--------------------------  --------------------------  ----------- 
 

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the Group's strategy are subject to a number of risks. The key business risks affecting the Group are set out below.

Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Group.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they. The Group's policy during the year has been to ensure that it has adequate liquidity to meet its liabilities when due by careful management of its working capital.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations.

In accordance with the Group's policy, the Board monitors the Group's exposure to credit risk on n ongoing basis. The risk is largely mitigated by the use of Amazon trading platform, which is regarded as an extremely low credit risk.

Market risk

Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates, interest rates and equity prices will affect the Group's and Company's income or value of its holdings in financial instruments.

Capital Management

The Company's capital consists wholly in ordinary shares, The Board's policy is to preserve a strong capital base in order to maintain investor, creditor, and market confidence and to safeguard the future development of the business, whilst balancing these objectives with the efficient use of capital.

Responsibility Statement

We confirm that to the best of our knowledge:

-- the 6 Month Unaudited Report and its comparative have been prepared in accordance with International

Accounting Standard 34 'Interim Financial Reporting'; and

-- gives a true and fair view of the assets, liabilities, financial position and loss of the Group; and

-- the 6 Month Unaudited Report includes a fair review of the information required by DTR 4.2.7R of the

Disclosure and Transparency Rules, being an indication of important events that have occurred during the first

six months of the financial year and their impact on the set of interim financial statements; and a

description of the principal risks and uncertainties for the remaining six months of the year; and

-- the 6 Month Unaudited Report includes a fair review of the information required by DTR 4.2.8R of the

Disclosure and Transparency Rules, being the information required on related party transactions.

The 6 Month Unaudited Report was approved by the Board of Directors on 29 November 2023 and the above responsibility statement was signed on its behalf by:

Daniele Besnati

Chief Executive Officer

Dispensa Group Plc

DISPENSA GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 12 MONTH PERIODED 31 AUGUST 2023

 
                                                  6 months          6 months           Year ended 
                                                  to                to 
                                                   31 Aug            28 Feb             31 Aug 
                                                   2023              2023               2022 
                                                   (unaudited)       (unaudited)        (audited) 
                                                     GBP               GBP               GBP 
Continuing operations 
Income 
Revenues                                              1,744,204        3,479,564          1,679,105 
Cost of sales                                       (1,372,617)      (1,796,435)        (1,363,822) 
Gross Profit                                            371,587        1,683,129            315,283 
Administrative expenses                               (898,562)      (1,672,650)        (1,511,652) 
Operating Result                                      (526,975)           10,479        (1,196,369) 
Finance Costs                                         (179,964)         (92,152)          (128,023) 
Exceptional Item: Listing costs                       (484,520)      (1,560,663)                  - 
Profit/(Loss) before tax                            (1,191,459)      (1,642,336)        (1,324,392) 
Taxation                                                      -                -              (847) 
Profit/(Loss) for the period attributable 
 to equity shareholders of the Company              (1,191,459)      (1,642,336)        (1,325,239) 
 
  Other comprehensive income / (expenditure)                  -                -                  - 
  for the period net of tax 
Total comprehensive income/(expenditure) 
 for the period                                     (1,191,459)      (1,642,336)        (1,325,239) 
 
  Loss per ordinary share 
Basic and diluted income (loss) per share 
 attributable to the equity shareholders 
 of the parent (pence)                                   (0.17)           (0.23)             (0.30) 
 

The unaudited net loss for the 12 months to 31 August 2023, excluding the extraordinary listing costs, is (GBP788,612)

 
                                                            As at                 As at                  As at 31 
 DISPENSA GROUP PLC                                          31 Aug 2023          28 Feb                August 2022 
                                                                             2023 (unaudited)            (audited) 
    CONSOLIDATED STATEMENT OF FINANCIAL POSITION             (unaudited) 
                                                               GBP                GBP                      GBP 
       ASSETS 
       Non-current assets 
           Intangibles                                         1,182,914            1,191,986                     223,853 
           Goodwill                                           21,998,500           22,285,391                  20,454,876 
           Receivables - Non current                             235,876              235,876                           - 
             Property, Plant, & Equipment                        422,309              429,208                      30,130 
       Total non-current assets                               23,839,599           24,142,460                  20,708,859 
       Current assets 
           Inventories                                           245,935              785,522                     321,457 
           Trade and other receivables                         1,280,971            2,053,178                     767,092 
           Cash and cash equivalents                             765,500              794,425                      26,818 
       Total current assets                                    2,292,406            3,633,125                   1,115,367 
       TOTAL ASSETS                                           26,132,005           27,775,585                  21,824,226 
 
         LIABILITIES 
       Current Liabilities                                     2,495,288            4,555,545                   2,837,341 
        Non current Liabilities                                4,362,905            2,749,810                     874,618 
       TOTAL LIABILITIES                                       6,858,193            7,305,355                   3,711,959 
 
   EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY 
           Called up share Capital                               188,299              188,299                     178,031 
           Share premium                                      23,322,318           23,324,638                  19,568,774 
             Translation reserve                                 263,159              220,151                       5,278 
           Retained earnings                                 (4,744,627)          (3,550,529) 
 
            Minorities interest                                  244,662              287,671                 (1,639,816) 
 
         TOTAL EQUITY                                         19,273,813           20,470,230                  18,112,267 
 
    TOTAL EQUITY AND LIABILITIES                              26,132,006           27,775,585                  21,824,226 
 
 

DISPENSA GROUP PLC

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE PERIODED 31 AUGUST 2023 AND 31 AUGUST 2022

 
 
                             Called up    Share premium    Translation       Retained    Third Parties    Total Equity 
                         Share Capital                         Reserve       Earnings 
--------------------------------------  ---------------  -------------  -------------  ---------------  -------------- 
 Balance at 1 September 
  2021                          50,000                -              -      (314,577)                          264,577 
 Loss of the year                    -                -              -    (1,325,239)                      (1,325,239) 
 Exchange differences on 
  consolidation                      -                -          5,278              -                            5,278 
 Issue of share Capital        128,031       19,568,774              -              -                       19,696,805 
 Balance at August 31 2022     178,031       19,568,774          5,278    (1,639,816)                0      18,112,267 
===========================  =========  ===============  =============  =============  ===============  ============== 
 
   At August 31 2022           178,031       19,568,774          5,278    (1,639,816)                       18,112,267 
 Issue of shares                10,268                                                                          10,268 
 Share premium                                3,753,544                                                      3,753,544 
 Exchange differences on 
  translation                        -                -        257,881                                         257,881 
 Third parties                                                                                 244,662         244,662 
 Total comprehensive income 
  for the period                     -                -              -    (3,104,811)                      (3,104,811) 
---------------------------  ---------  ---------------  -------------  -------------  ---------------  -------------- 
 Balance at August 31 2023     188,299       23,322,318        263,159    (4,744,627)          244,662      19,273,811 
---------------------------  ---------  ---------------  -------------  -------------  ---------------  -------------- 
 
 
DISPENSA GROUP PLC                                           6 months          6 months          Year ended 
                                                             to                to 
 STATEMENT OF CASHFLOWS                                       31 Aug 2023       28 Feb            31 Aug 
                                                                                2023              2022 
                                                              (unaudited)       (unaudited)       (audited) 
                                                                      GBP               GBP             GBP 
 
   Cash flows from operating activities 
 Income from operations                                       (1,226,317)         1,139,703       (219,844) 
 
   Cash flows from investing activities 
                Purchase of Property                                    -         (459,338)        (10,009) 
                Investments acquired                                    -         (235,876)               0 
                Purchase of Intangibles                                 -         (968,133)       (113,551) 
                 Cash acquired with company acquisition                                               6,135 
 Cash flows generated from investing 
  activities                                                            -       (1,663,347)       (117,425) 
 
 
   Cash flows generated from financing 
   activities 
   Repayments of borrowings                                             -          (63,438)        (81,339) 
   Proceeds from borrowings                                     1,288,873           370,202          77,500 
   Bond Interest paid                                            (91,481)          (49,500)        (59,182) 
   Proceeds of share issues                                             -           746,317          74,800 
   Proceeds third parties                                               -           287,670               - 
 Cash flows from financing activities                           1,197,392         1,291,251          11,779 
 Cash and cash equivalents at beginning 
  of the period                                                   794,425            26,818         350,568 
 
 Effect of foreign exchange rate of changes                             -                 -           1,739 
 Cash and cash equivalents at end of 
  the period                                                    765,500             794,425          26,818 
 (Decrease)/Increase in cash                                 (28,925)               767,607       (325,490) 
 

DISPENSA GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIODED 31 AUGUST 2023

NOTE 1: ACCOUNTING POLICIES

General Information

The Company is a public limited company incorporated and domiciled in England (registered number: 12167179), which is listed on the London Stock Exchange. The registered office of the Company is Eastcastle House, 27/28 Eastcastle Street, London W1W 8DH.

Accounting policies

The accounting policies, presentation and methods of computation applied by the Group in these condensed interim financial statements are the same as those applied by the Group in its consolidated financial information in its 2022 Annual Report and Accounts.

Basis of Preparation of Financial Statements

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting'. The accounting policies adopted in this report are consistent with those of the annual

financial   statements for the year to 31 August 2022 as described in those financial statements 

Basis of consolidation

The consolidated financial statements comprise the financial statements of Dispensa Group plc and its subsidiaries as at 31 August 2023. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognized in assets, are eliminated in full.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Dispensa Group plc owns the majority of the shareholdings and has operational control over all its subsidiaries. Please refer to Note 4 for information on the consolidation of Dispensa Group plc.

Going Concern

The Group Financial Statements have been prepared on a going concern basis. Although the Group's assets are not currently generating sufficient revenues and an operating loss has been reported, the Directors are of the view that, the Group has funds to meet its planned expenses over the next 12 months from the date of these Financial Statements.

In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the current and future position of the Group, including current level of resources and the required level of spending on corporate activities. As part of the assessment, the Directors have also taken into account the ability to raise new funding whilst maintaining an acceptable level of cash for the Group to meet all commitments.

The Directors are confident that the measures they have available will result in sufficient working capital and cash flows to continue in operational existence. Taking these matters in consideration, the Directors continue to adopt the going concern basis of accounting in the preparation of the financial statements.

NOTE 2: INTERIM FINANCIAL INFORMATION

The condensed consolidated interim financial statements are for the six-month period ended 31 August 2023. The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 August 2022, which were prepared under International Financial Reporting Standards (IFRS).

The condensed consolidated interim financial statements have not been audited nor have they been reviewed by the Group's auditors under ISRE 2410 of the Auditing Practices Board. These condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434of the Companies Act 2006. The Group's statutory financial statements for the year ended 30 June 2021 prepared under IFRS have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498(2) of the Companies Act 2006.

NOTE 3: CRITICAL ACCOUNTING ESTIMATE AND JUDGEMENTS

The preparation of the financial statements in conformity with International Financial Reporting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. Actual results may differ from these estimates.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 August 2022.

NOTE 4: LOSS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

In accordance with IAS 33, no diluted earnings per share is presented, so there is no difference between the basic and the diluted loss per share

Basic and Diluted EPS

Loss attributable to ordinary shareholders (0.17) pence,

based on a weighted average number of shares in issue of 7 11,530,255 Ordinary shares

February 2023: Loss per shares (0.23) based on a weighted average number of shares in issue of 710,763,588 Ordinary shares

NOTE 5: BORROWINGS

 
 As at                    31 August      31 August 
                           2023               2022 
 
 Bond                      3,141,891     1,482,816 
                         -----------  ------------ 
 Lease Liability                   0         1,800 
                         -----------  ------------ 
 Short Term borrowings             0        47,722 
                         -----------  ------------ 
 
 Total                     3,141,891     1,532,338 
                         -----------  ------------ 
 

On 9 March 2023 Dispensa Plc (previously Zamaz Plc) convened a meeting of the Bondholders of the Company's EUR 3,000,000 6% Fixed Rate Bonds due 30 April 2023, to consider and approve a proposal to modify the terms of conditions of the 6% Bonds by way of an Extraordinary Resolution.

The meeting was then adjourned to the 21 March 2023 and the following Resolution was put to the Bondholders and approved:

   -       the maturity of the 6% Bond was extended to 20 April 2026 from 30 April 2023; 
   -       the Nominal Value of the Bond was increased from EUR3,000,000 to EUR15,000,000; 
   -       the rate of interest was increased to 7.5% from 6% per annum. 

Following the Resolution additional Bonds have been issued bringing a total of Euros 530,000 into the Company resulting in a total of EUR3,530,000 (GBP3,141,891) outstanding.

NOTE 6: INVESTMENTS

Investments Held- Company

Financial assets at fair value through profit or loss are as follows:

 
 
                                   Bella Dispensa            Total 
                                   Srl 
 1 September 2021 
 Cost                            20,487,259             20,487,259 
------------------  -----------------------------  --------------- 
 31 August 2022                  20,487,259             20,487,259 
------------------  -----------------------------  --------------- 
 Additions                        2,419,301              1,798,132 
31 August 2023                   22,906,560            22,285,391 
------------------  -----------------------------  --------------- 
 

As at August 31, 2023, investments were classified as held for trading and recorded at their fair values based on quoted market prices (if available).

Investments that do not have quoted market prices are measured at cost less impairment.

Last 26 September 2022 Bella Dispensa agreed to acquire the entire issued share capital of Ecocarni Srl, a purveyor of

premium quality meats and associated products sourced from Italy and Argentina to both wholesale and retail customers

from its managed general store in Milan.

On 10 October 2022 Bella Dispensa agreed to acquire a 72.61 per cent stake in Eccellenze Srl, a luxury food products

business based at its flagship store in one of Milan's premier districts.

On 11 February 2023, the Company exercised an option and acquired the entire issued share capital of Dallatte Italia

Srl

NOTE 7: SHARE CAPITAL AND RESERVES

Share Capital and Share Premium

 
 
    Issued                   Share Capital       Share Premium 
------------------------  ----------------  ------------------ 
  At 1 September 2021          50,000 
------------------------  ----------------  ------------------ 
  Issue of Shares             128,031 
------------------------  ----------------  ------------------ 
  Share Premium thereon                         19,568,774 
------------------------  ----------------  ------------------ 
  At 31 August 2022              178,031          19.568.774 
------------------------  ----------------  ------------------ 
  Issue of shares                  10,268 
------------------------  ----------------  ------------------ 
  Share Premium thereon                              3,753,544 
------------------------  ----------------  ------------------ 
  At 31 August 2023                188,299         23,322,318 
------------------------  ----------------  ------------------ 
 

NOTE 8: RELATED PARTIES

Two directors of the Company: Messrs. White and Groak are also directors of the Holding Company of Innovative Finance Srl. ("Innovative") and Epsion Capital Ltd. ("Epsion")

Innovative provided advisory services to the Company for its listing and Bella Dispensa for its acquisition strategy.

Epsion provided advisory services for the Company's prospectus for listing on the London Stock Exchange.

Expenses in these accounts include

Fees to Innovative GBP 704,577

Fees to Epsion GBP 260,000

-Ends-

Enquiries:

Dispensa Group Plc www.dispensagroup.com

Daniele Besnati ,CEO c/o Walbrook PR Limited

Walbrook PR Limited

Paul Vann/Nick Rome/Joe Walker Tel: 020 7933 8780 or 07768 807631 dispensa@walbrookpr.com

Notes to editors

Dispensa Group plc is an international Holding Company whose shares are listed on the Main Market of The London Stock Exchange. It sources, acquires, integrates and digitizes businesses which have ethically sourced but undervalued luxury food brands of exceptional quality which have not yet been exposed to global markets. We add value and international reach to individual brands by utilizing the latest digital transformation technology, combining it with our own proprietary e-commerce expertise, online distribution channels and specialist stores. To date, our strategy has focused on the Italian market; we believe there are many more expansion, partnership and acquisition opportunities throughout Europe and beyond.

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IR MZMMZZMKGFZM

(END) Dow Jones Newswires

December 11, 2023 09:00 ET (14:00 GMT)

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