TIDMBERM
RNS Number : 8251U
Bermele PLC
31 July 2020
This announcement amends and replaces the announcement "Annual
Report" made by Bermele plc on 31 July 2020 at 12.00pm under RNS
Number: 6824U.
There was an error in Note 2.2 which stated "The Company had
GBP490,988 cash as at 31 January 2020 and ongoing operational costs
of circa GBP200,000 per annum providing significant headroom to
fund costs associated with evaluating acquisitions and investments,
including due diligence. On this basis, the Board considers the
company to have sufficient resources to remain in operational
existence for the foreseeable future."
The Note should have stated "The Company is an acquisition
vehicle established to identify a reverse takeover target. Its
initial funding is sufficient to finance its costs in identifying
an appropriate target and negotiating terms of a possible
acquisition.
The Company had GBP490,988 cash as at 31 January 2020 and
ongoing operational costs of circa GBP200,000 per annum providing
headroom to fund costs associated with evaluating acquisitions and
investments, including due diligence. On this basis, the Board
considers the company to have sufficient resources to remain in
operational existence for the foreseeable future.
As set out in note 18, since the reporting date the Company has
identified a possible acquisition target and committed to
subscribing GBP250,000 to loan notes in the target. The Company's
present financial resources are sufficient to fund that
subscription.
Although the Company has signed a legally binding exclusivity
agreement in relation to a possible acquisition, at the date of
approval of these financial statements the possible acquisition is
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. Should the possible acquisition proceed the
acquisition will be entirely for shares with no cash consideration
paid. The directors expect to fund professional and other fees and
working capital funding for the of the Company as enlarged by the
possible acquisition from existing resources and the proceeds of a
further share placing at the time of the acquisition
Because the Company is not committed to the possible acquisition
at the date of approval of these financial statements a detailed
assessment of the funding requirement, should it proceed, has not
been prepared.
The directors believe that such funds, should they be required,
are likely to come from a further equity issue but at the date of
the approval of these financial statements it is not certain that
such funds will be available. This condition represents a material
uncertainty which may cast doubt about the ability of the Company
to continue as a going concern".
There was an error in Note 18 which stated "On 20 July 2020 the
Company announced it has signed Heads of Terms to acquire the
entire issued share capital of East Imperial Pte. Ltd. The shares
are now suspended on the London stock exchange until a reverse
takeover has been completed."
The Note should have stated "The economic environment has
changed materially since the year end following the onset of the
global COVID-19 pandemic. COVID-19 may impact the Company's ability
to raise capital to fund acquisitions. However, The Directors are
closely monitoring the commercial impact of the COVID-19 pandemic
on the biotech & technology sector and will only propose
compelling acquisitions after carrying out significant due
diligence for securing capital. There are no operating issues prior
to completing an acquisition as the Company maintains a significant
cash balance. The Directors believe the company will maintain
sufficient working capital to continue in operational existence and
will have the ongoing support of its shareholders, if required, for
the foreseeable future.
On 20 July 2020, the Company announced that it had signed Heads
of Terms to acquire the entire issued share capital of East
Imperial Pte. Ltd. ("East Imperial") for new shares in the Company.
East Imperial is a Singapore incorporated company that designs,
develops, formulates, manufactures, distributes and sells small
batch blended premium mixers using all-natural ingredients and New
Zealand artesian spring water.
Although the Company has signed a legally binding exclusivity
agreement in relation to the proposed acquisition, at the date of
approval of these financial statements the proposed acquisition is
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 possible acquisition of East Imperial, if it proceeds, will
constitute a Reverse Takeover under the Listing Rules since, inter
alia, in substance it will result in a fundamental change in the
business of the Company. As such, the Company's Listing and
ordinary shares were suspended (pursuant to Listing Rule 5.3.1)
with immediate effect pending the publication of a prospectus and
the 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.
Also on 20 July 2020, the Company announced that it has entered
into an agreement to subscribe for 250,000 Secured Convertible Loan
Notes 2020 of GBP1 each with East Imperial (the "Loan Notes").
Under the terms of the Loan Notes, Bermele has the right to convert
the Loan Notes into shares in East Imperial at a 40% discount to
the price of a change of control event, such as the proposed
acquisition. The proceeds of the Loan Notes are to be used for
general working capital purposes to support East Imperial's
strategy in the short term. In the event that the Acquisition does
not proceed, the Loan Notes are repayable at Bermele's election
after 12 months, with an accrued interest rate of 5% per annum. The
loan notes are secured against the assets of East Imperial."
The amended announcement is set out in full below:
For Immediate Release 31 July 2020
Bermele plc
("Bermele" or the "Company")
Annual Report
Bermele plc announces its audited final results for the year
ended 31 January 2020. A full pdf version of the Annual Financial
Report 2020 will be available for download from the Document Center
on the Company's website (www.bermele.com).
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
Enquiries:
Bermele Plc +44 (0) 20 3475 9760
Toby Hayward info@bermele.com
Novum Securities Limited
Colin Rowbury +44 (0) 20 7399 9400
Chairman's Statement
I am pleased to present the audited financial statements to
shareholders of Bermele Plc (the "Company") for the year ended
31(st) January 2020.
Financial Review
The Company was formed for the purpose of acquiring a business
or businesses operating in the pharmaceutical and biotechnology
sectors. The Acquisition, of either the assets, or the share
capital, of a target company, will be treated as a Reverse Takeover
and in order to maintain its listing the enlarged group would be
required to apply to have its shares re-admitted to the Official
List and trading on the Main Market of the London Stock Exchange.
During the period, the Company evaluated and considered several
businesses for acquisition or investment.
At the General Meeting held on the 13 February 2020, alongside a
successful placing to raise GBP200,000, shareholders authorised the
Board to pursue acquisitions outside of the biotechnology and
pharmaceutical sector.
I am delighted that on the 20 July the Company announced it has
signed Heads of Terms to acquire the entire issued share capital of
East Imperial Pte. Ltd. ("East Imperial"), entered into a
convertible loan with East Imperial and a legally binding
Exclusivity Agreement to facilitate concluding the proposed
Acquisition.
The Company incurred a loss for the year ended 31 January 2020
of GBP638,557. The loss for the period results from the on-going
administrative expenses of GBP370,262 reflecting the ongoing
administration costs of being listed, one-off costs of GBP176,135
incurred for the Admission to the Official List and the London
Stock Exchange of GBP57,847.
The Board continues to prudently manage its cash flow and has
minimised ongoing operating costs in light of the Acquisition. At
the period end the Company had cash of approximately GBP490,988
(prior to the Placing).
Board Changes
On 13 August 2019 the company added a broader skill set to the
Board with the appointment of Anthony Henry Reeves as a
Non-Executive Director of the Company. He has a wealth of domestic
and international experience as a director and chairman,
specialising in organic growth and strategic acquisitions across a
number of sectors including staffing, healthcare and
technology.
Toby Hayward
Non-Executive Chairman
31 July 2020
Strategic Review
The Directors present the Strategic Report of Bermele Plc for
the Year ended 31 January 2020.
Review of Business in the Period
Operational Review
The Company's principal activity is set out in the Directors'
Report on page 11.
The Company was incorporated in England and Wales on 20
September 2017 as a public limited company under the Companies Act
with registered number 10973102 .The Company's LEI is
213800NL4ICLKYSYU749.
On incorporation, 10,000,000 Ordinary Shares were issued at the
par value of GBP0.001 each. On 25 July 2018, the Company issued a
further 90,000,000 Ordinary Shares at a par value of GBP0.001 each.
On 9 May 2019, a further 99,999,999 Ordinary Shares of 0.1p each on
the standard list raising estimated net proceeds of GBP
916,450.
Bermele PLC was formed for the purpose of acquiring a business
or businesses operating in the pharmaceutical and biotechnology
sector. The Company looked to acquire a target company with
products and technology already at a stage of research and
development that will add value to the Company.
Anthony Reeves joined the Company in August 2019. He has a
wealth of domestic and international experience as a director and
chairman, specialising in organic growth and strategic acquisitions
across a number of sectors including staffing, healthcare and
technology.
Since Admission, the Company has evaluated several potential
acquisitions which were deemed unsuitable due to either the outlook
and/or the consideration being sought by the vendors. The Board has
subsequently agreed Heads of Terms on a potential acquisition and
will update the market on progress when appropriate.
Business Strategy and Execution
The Directors believe that opportunities exist to acquire one or
more existing businesses, ideally with significant intellectual
property across a broad range of sectors, as technological advances
enable the development of new products and services.
The Directors have focused on companies with products and
technology already at a stage of research and development that will
add value to the Company.
Acquisition Strategy
The Company has been formed to undertake the Acquisition of a
business or businesses across a broad range of sectors. The Company
may seek to simultaneously acquire one or two businesses that have
complementary products or technology in order to create one larger
company.
In selecting acquisition opportunities to review, the Board
focuses on businesses, assets and/or projects that are available at
attractive valuations and hold opportunities to unlock embedded
value.
Evaluating Acquisition Opportunities
Once an Acquisition target has been identified the Company will
undertake a full due diligence process to assess the efficacy and
robustness of the products and/or technology and a review of the
business and its staff and key employees in order to be in a
position to ensure the best possible outcome for the Company. The
Directors intend to mitigate Acquisition risk by appropriate due
diligence and transaction analysis.
The Board will conduct initial due diligence appraisals of
potential businesses or projects and, where they believe further
investigation is warranted, to appoint appropriately qualified
personnel and professional advisers to assist. The Board believes
it has a broad range of contacts through which it is likely to
identify various opportunities that may prove suitable and believes
its expertise will enable it to determine quickly which
opportunities could be viable and so progress quickly to formal due
diligence as appropriate.
The Board proposes to carry out a comprehensive and thorough
project review process in which all material aspects of a potential
project or business will be subject to rigorous due diligence, as
appropriate. Opportunities meeting the following criteria would be
eligible for further evaluation:
- Sustainable technological advantage
- Above average business potential
- Sound intellectual property protection or potential for patenting
- Clearly definable milestones for development
It is possible the Board may consider Acquisitions that do not
conform to all of the above framework. However, in all cases,
opportunities should offer the ability for the shareholders of the
Company to benefit from an acquisition through increased
shareholder value (measured in terms of profitability, dividend
income or increased share price) in the medium to long term.
Evaluation criteria will include:
- In-house expertise
- Peer-reviewed literature
- Investigating other companies developing related technologies
- Identifying competitors
- Understanding the competitive eco system
- The commercialisation skills of management
The above factors are not intended to be exhaustive. Any
evaluation relating to the merits of a particular Acquisition will
be based on the above factors as well as other considerations
deemed relevant to the Company's business objective by the
Board.
The Company's focus is to capitalise on the opportunities
presented as a result of what the Board believe to be fundamental
changes that are underway in certain sectors where innovative new
products and technologies sustain growth and new development models
to improve productivity. The Company is not bound by geographic
location and will consider an acquisition outside the UK if it is
in line with the outlined acquisition strategy.
Failure to make an Acquisition
The Company will update shareholders on the Company's progress
via the regulatory news service as required and specifically by way
of general meeting. Should an Acquisition not be announced by the
second anniversary of Admission then the Company will hold a second
general meeting to review the future of the Company as a special
acquisition vehicle. At the general meeting the Board will seek
approval of the shareholders by simple majority to either return
the remaining funds to shareholders or continue to look for
acquisition targets. In the event that it is decided to return the
remaining funds to shareholders it is unlikely that the funds
returned will be equal to any original investment made.
Events since the year end
On 20 July 2020 the Company announced it has signed Heads of
Terms to acquire the entire issued share capital of East Imperial
Pte. Ltd. The listing and trading in shares are now suspended from
the London Stock Exchange until a reverse takeover has been
completed. T he Board looks forward to progressing this transaction
and providing further updates to shareholders in due course.
COVID-19
The economic environment has changed materially since the year
end following the onset of the global COVID-19 pandemic. The United
Kingdom and many countries across the world have imposed
unprecedented restrictions on the movement of their population,
leading to the suspension or closure of many businesses not deemed
critical. However, the Directors do not believe that COVID-19 is
having a material impact on the Company and they have initiated an
Acquisition.
Financial review
Results for the period Ended 31 January 2020
The Company incurred a loss for the period ended 31 January 2020
of GBP 638,557 . The loss for the period results from: the on-going
administrative expenses of GBP370,262 required to operate the
Company; one-off listing & fund-raising costs of GBP 176,135
for setting-up the Company and costs incurred for UKLA and the
London Stock Exchange of GBP 57,847.
Cash flow
Net cash inflow for 31 January 2020 was GBP 482,160 . This
includes gross proceeds of GBP1,000,000 for the issue of
100,000,000 on the public offering on 9 May 2019 ordinary
shares.
Key Performance Indicators
Other than continued monitoring and minimisation of all
operating costs expenditure, there are no key performance
indicators for the Year Ended 31 January 2020 as the Company has
not completed an acquisition.
Position of Company's Business
As at 31 January 2020 the Company's Statement of Financial
Position shows net assets totalling GBP 441,166 . The Company has
minimal liabilities and is considered to have a strong cash
position at the reporting date.
The Board contains personnel with a good history of running
businesses that have been compliant with all relevant laws and
regulations and there have been no instances of non-compliance in
respect of environmental matters.
At present, there are three male and one female Directors in the
Company. The Company has four Non- Executive Directors.
The Company ensures that its employment practices consider the
necessary diversity requirements and compliance with all employment
laws. The Board has experience in dealing with such issues and
sufficient training and qualifications to ensure they meet all
requirements.
The government of the United Kingdom has issued guidelines
setting out appropriate procedures for companies to follow to
ensure that they are compliant with the UK Bribery Act 2010. The
Company has conducted a review into its operational procedures to
consider the impact of the Bribery Act 2010 and the Board has
adopted an anti-corruption and anti-bribery policy.
Principal Risks and Uncertainties
The Company operates in an uncertain environment and is subject
to a number of risk factors. The Directors consider the following
risk factors are of particular relevance to the Company's
activities although it should be noted that this list is not
exhaustive and that other risk factors not presently known or
currently deemed immaterial may apply.
Risks/Uncertainties to the Company
Issue Risk/Uncertainty Mitigation
No business track The Company is a newly The management team has
record. formed entity with no experience in acquiring,
operating history and investing in and/or managing
although a number of companies in various
potential acquisition different sectors. The
opportunities are being board between them have
considered none of these significant experience
are in substantive negotiations in various different
and there is a risk that sectors
no acquisitions are completed
or that acquisitions
are completed which do
not create value for
shareholders.
--------------------------------- -----------------------------------
The Company relies The Company is dependent The Non- Executive Directors
on the experience on the Directors and have been provided further
and talent of employee(s) to identify incentives if an acquisition
its management potential acquisition is completed, including
and advisers opportunities and to share options. This ensures
execute an acquisition alignment of the Board
and the loss of the services and employee(s) with
of the Directors could the long-term success
materially adversely of the business.
affect the Company's
strategy or ability to
deliver upon it in a
timely manner or at all.
--------------------------------- -----------------------------------
The Company is The Company may be unable The Board is clear that
unable to complete to complete an acquisition all acquisitions and
any acquisitions in a timely manner or investments completed
at all or to fund the by the Company will provide
operations of the target substantial returns for
business if it does not shareholders which will
obtain additional funding support the funding requirements.
following completion If no such acquisitions
of an acquisition. is identified by the
2 second anniversary
of listing, then a shareholder
general meeting will
decide the future of
the Company's strategy.
--------------------------------- -----------------------------------
Strategy The Company currently The Board has a clear
has no assets producing strategy and very experienced
positive cash flow and management team that
its ultimate success is highly motivated to
will depend on the Directors' deliver against the strategy.
ability to implement If the Board is unable
the strategy outlined to executive the strategy
in its Prospectus, generate due to unavailable acquisitions
cash flow from the Company's at the right price, the
potential acquisition(s), Company will consider
and access equity and the timely return of
debt financing markets funds to shareholders.
as the Company grows
and develops. Whilst
the Directors' are optimistic
about the Company's prospects,
there is no certainty
that anticipated outcomes
and sustainable revenue
streams will happen.
--------------------------------- -----------------------------------
Raising funding The Company may need It is anticipated that
to raise substantial a reverse acquisition
additional capital in will take place and that
the future to fund any funds will be raised
acquisition and future for the enlarged business
revenues, taxes, capital in conjunction with the
expenditures and operating acquisition. The Company
expenses will all be monitors its cash requirements
factors which will have carefully and the net
an impact on the amount proceeds from the share
of additional capital issues in May 2019 have
required. Any additional been conserved as much
equity financing may as possible pending completion
be dilutive to Shareholders. of an acquisition.
--------------------------------- -----------------------------------
COVID-19 COVID-19 may impact the The Directors are closely
Company's ability to monitoring the commercial
raise capital to fund impact of the COVID-19
acquisitions and working pandemic and will only
capital and could adversely propose compelling acquisitions
impact acquisitions after carrying out significant
due diligence for securing
capital.
--------------------------------- -----------------------------------
Composition of the Board
A full analysis of the Board, its function, composition and
policies, is included in the Governance Report on pages 16 to
19.
Capital structure
The Company's capital consists of Ordinary Shares which rank
pari passu in all respects and which are traded on the Standard
list of the Main Market of London Stock Exchange. There are no
restrictions on the transfer of securities in the Ordinary Shares
of the Company or restrictions on voting rights and none of the
Ordinary Shares are owned or controlled by employee share schemes.
There are no arrangements in place between shareholders that are
known to the Company that may restrict voting rights, restrict the
transfer of securities, result in the appointment or replacement of
Directors, amend the Company's Articles of Association or restrict
the powers of the Company's Directors, including in relation to the
issuing or buying back by the Company of its shares or any
significant agreements to which the Company is a party that take
effect after or terminate upon, a change of control of the Company
following a takeover bid or arrangements between the Company and
its Directors or employees providing for compensation for loss of
office or employment (whether through resignation, purported
redundancy or otherwise) that may occur because of a takeover
bid.
Section 172 Statement
Under section 172 of the Companies Act 2006 ("Section 172"), a
director of a company must act in a way that they consider, in good
faith, and would most likely promote the success of the company for
the benefit of its members as a whole, taking into account the
non-exhaustive list of factors set out in Section 172.
Section 172 also requires directors to take into consideration
the interests of other stakeholders set out in Section 172(1) in
their decision making.
The Company, as a special purpose acquisition vehicle seeking an
acquisition that: has yet to complete an acquisition; has one
employees; and has a Board and business which came together in
conjunction with the Company's listing on the Main Market, Standard
Segment, in May 2019 (the" Admission"), has had relatively little
interaction with its members and internal stakeholders during the
Year ended to 31 January 2020 (the "Reporting Period").
It should be noted that due to the early stage of the Company's
development, the Board also deems the Company's impact on external
stakeholders to have been minimal during the Reporting Period. The
Company's strategy is to acquire a business or businesses operating
in the pharmaceutical and biotechnology sector. The Company will
look to acquire a target company with products and technology
already at a stage of research and development that will add value
to the Company. The Company will have a wide range of internal and
external stakeholders, relations with which the Board will take
into consideration both as part of its pre and post-acquisition
strategy.
Engagement with our members plays an essential role throughout
our business. We are cognisant of fostering an effective and
mutually beneficial relationship with our members. Our
understanding of our members is factored into boardroom discussions
and decisions regarding the potential long-term impacts of our
strategic decisions.
Post the Reporting Period end, the Directors have continued to
have regard to the interests of the Company's stakeholders,
including the potential impact of its future activities and
acquisition strategy on the community, the environment and the
Company's reputation, when making decisions. The Directors also
continue to take all necessary measures to ensure the Company is
acting in good faith and fairly between members and is promoting
the success of the Company for its members in the long term.
As outlined above, the Company did not retain any employees
during the Reporting Period and therefore this Section 172
statement does not make reference to how we consider their
interests. The Company will monitor the need to incorporate the
interests of employees in its decision making as the Company
grows.
The table below acts as our Section 172 statement by setting out
the key stakeholder groups, their interests and how Bermele plc
engages with them. Given the importance of stakeholder focus,
long-term strategy and reputation to the Company, these themes are
also discussed throughout this Annual Report.
Stakeholder Their interests How we engage
Investors
* Comprehensive review of financials * Regular reports and analysis on investors and
shareholders
* Business sustainability
* Annual Report
* High standard of governance
* Company website
* Success of the business
* Shareholder circulars
* Ethical behaviour
* AGM
* Awareness of long-term strategy and direction
* RNS announcements
* Press releases
---------------------------------------------------- ----------------------------------------------------
Regulatory
bodies * Compliance with regulations * Company website
* Company reputation * RNS announcements
* Insurance * Annual Report
* Direct contact with regulators
* Compliance updates at Board Meetings
* Consistent risk review
---------------------------------------------------- ----------------------------------------------------
Partners
* Business strategy * Meetings and negotiations
* Application of acquisition strategy * Reports and proposals
* Dialogue with third party stakeholders where
appropriate
---------------------------------------------------- ----------------------------------------------------
The Section 172 statement should be read in conjunction with the
full Strategic Report and the Company's Corporate Governance
Statement.
Toby Hayward
Non-Executive Chairman
31 July 2020
Director's Report
Toby Hayward, 61, Non-Executive Chairman
Toby Hayward qualified as a Chartered Accountant with Touche
Ross & Co in 1984 and subsequently held a number of senior
equity capital market positions in London. Mr. Hayward is a
Chartered Accountant and member of the Institute of Chartered
Accountants of England and Wales.
Mr. Hayward was formerly Managing Director and Head of Corporate
Broking at Jefferies International Limited, prior to this he was
Head of Oil and Gas Equity Capital Markets at Canaccord Adams. He
has also previously held the positions of Chairman and
Non-Executive Director at Severfield plc and Non-Executive Director
and Interim CEO at Afren plc.
Dr Susan (Sue) Thompson , 59, Non-Executive Director
Dr Sue Thompson completed an undergraduate degree (Kings College
London) and research based Master's degree (University of Oxford)
in the Life Sciences, prior to six years in Account Management at
two major advertising agencies, contributing to product
development, marketing and advertising for large pharmaceutical and
consumer companies. She then returned to University to study
Medicine and has been qualified as a Consultant Psychiatrist since
2003. Sue continues to practice medicine as a Consultant
Psychiatrist, but also maintains a keen interest in business, as
Director of both a property investment and a medical services
company.
Derek Ward, 57, Non-Executive Director
Derek Ward was previously Executive Vice President, UK Markets
& Strategic Relationships at Atos - a leading Business
Consulting, Systems Integration and Managed Operations organization
with worldwide annual revenues of more than EUR 10 billion . Derek
reported directly to the Main Operating Board and was responsible
for Strategic Relationships across all UK markets, from Financial
Services, Health, Enterprise, Transport and Government.
Mr Ward provided leadership in the transformation of the UK
business towards its goal of delivering a significant proportion of
its revenues from transaction-based business services. In his role
he also Chaired the UK Strategy Board, was the UK Executive sponsor
of Sustainability and as the Worldwide Information Technology
Partner for the Olympic Games, Derek was the UK Executive sponsor
for London 2012.
Anthony Reeves, 80, Non-Executive Director
Mr. Reeves has a wealth of domestic and international experience
as a director and chairman, specialising in organic growth and
strategic acquisitions across a number of sectors including
staffing, healthcare and technology. He was formerly a
non-executive director of Levrett Plc which completed the
successful acquisition of Nuformix Plc, by way of a reverse
takeover in 2017.
Prior to this he held the position as non-Executive Chairman of
The Kellan Group plc, the AIM listed recruitment business, until
2015 and prior to this, he was Chairman and chief executive officer
of the Hotgroup plc until its acquisition in 2005. Previously, he
was Chairman and chief executive officer of the Delphi Group plc
until 2001 when it was acquired by Adecco SA. Before joining Delphi
Group plc,
Mr Reeves was Chairman, President and chief executive officer of
Lifetime Corporation, a recruitment agency staffing hospitals and
construction projects primarily in the Middle East. He oversaw the
reverse of Lifetime Corporation into a company listed on the
American Stock Exchange in 1986 with revenues of $25 million, which
grew to $1 billion in 1993. Mr Reeves oversaw the sale of Lifetime
Corporation to Olsten for $660 million.
The Directors present their report with the audited financial
statements of the Company for the year ended 31 January 2020. A
commentary on the business for the year is included in the
Chairman's Statement on page 3. A review of the business is also
included in the Strategic Report on page 4.
Directors
The Directors of the Company during the period and their
beneficial interest in the Ordinary Shares of the Company at 31
January 2020 were as follows:
Director Position Appointed Ordinary shares
---------------- ------------------------ ------------ -----------------
Anthony Reeves Non-Executive Director 13/09/2019 1,800,000
Directors Unapproved Options
The following hold unapproved options (being non-tax advantaged
options) to subscribe for the following numbers of Ordinary Shares
at not less than 0.1 pence per Share:
Director Position Appointed Ordinary shares
------------------- ------------------------- ------------ -----------------
Toby Hayward Non-Executive Chairman 17/04/2018 3,000,000
Dr Susan Thompson Non- Executive Director 20/09/2017 5,000,000
Derek Ward Non-Executive Director 17/04/2018 3,000,000
Anthony Reeves Non-Executive Director 13/09/2019 4,000,000
On the date the Company Shares were listed on the Official List
and admitted to trading on the LSE, Toby Hayward and Derek Ward
were each entitled to 3,000,000, and Dr Susan Thompson was entitled
to 5,000,000, of the potential share options at 0.1p. Anthony
Reeves was awarded 4,000,000 shares options at 1.25p
Directors' and officers' liability insurance
The company has, as permitted by s234 and 235 of the Companies
Act 2006, maintained insurance cover on behalf of the directors and
company secretary indemnifying them against certain liabilities
which may be incurred by them in relation to the Group. At the date
of this report, the Company has a third-party indemnity policy in
place for all Directors.
Substantial Shareholders
As at 31 January 2020, the total number of issued Ordinary
Shares with voting rights in the Company was 200,000,000. Details
of the Company's capital structure and voting rights are set out in
note 15 to the financial statements.
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at the date of
approval of this report.
Party Name Number of Ordinary % of Share Capital
Shares
------------------------------ ------------------- ---------------------------------------
Capital Resources Inc. 20,000,000 9%
James Bligh 10,000,000 4.5%
Hambro Bruetcher Limited 10,000,000 4.5%
Strada FZE 8,333,333 3.75%
Prompt Properties Management 8,333,333 3.75%
Pipal Investment Limited 8,333,333 3.75%
Financial instruments
Details of the use of the Company's financial risk management
objectives and policies as well as exposure to financial risk are
contained in the Accounting policies and note 14 of the financial
statements.
Dividends
The Directors do not propose a dividend in respect of the year
ended 31 January 2020.
Future developments and events subsequent to the year end
Further details of the Company's future developments and events
subsequent to the year-end are set out in the Strategic Report on
pages 4 to 9.
Corporate Governance
The Governance report forms part of the Directors' Report and is
disclosed on pages 15 to 17.
Going Concern
As set out in the Strategic Report on pages 4 to 9, the current
activity of the company is to explore investment opportunities. The
Company had GBP 490,988 cash as at 31 January 2020 and ongoing
operational costs of circa GBP200,000 per annum providing
significant headroom to fund costs associated with evaluating
acquisitions and investments, including due diligence. On this
basis, the Board considers the company to have sufficient resources
to remain in operational existence for the foreseeable future.
Principal Activities
The Company's principal activity was to seek an acquisition in
the Biotech & Technology sector with supporting
acquisitions/investments to support transformation of the sector.
However, in February 2020 the board were given approval by
shareholders to consider acquisitions in all sectors and
geographies.
Auditors
The Board appointed Crowe U.K. LLP as auditors of the Company on
November 2018. It has expressed its willingness to continue in
office and a resolution to reappoint the firm will be proposed at
the Annual General Meeting.
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report
alongside the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
Under Company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the of the Company and of the profit or loss of the Company
for that year. The Directors are also required to prepare financial
statements in accordance with the Listing Rules and the Disclosure
and Transparency and Guidance Rules of the FCA of the London Stock
Exchange for companies whose share are admitted to the Standard
Segment of the Official List.
In preparing these financial statements, the Directors are
required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and accounting estimates that are reasonable and prudent;
- state whether applicable IFRSs as adopted by the European
Union have been followed, subject to any material departures
disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements and the Remuneration Committee Report
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 also responsible to make a statement
that they consider that the annual report and accounts, taken as a
whole, is fair, balanced, and understandable and provides the
information necessary for the shareholders to assess the Company's
position and performance, business model and strategy.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements may
differ from legislation in other jurisdictions.
Statement of Directors' responsibilities pursuant to Disclosure
and Transparency Rules
Each of the Directors, whose names and functions are listed on
page 10 confirm that, to the best of their knowledge and
belief:
- the financial statements prepared in accordance with IFRS as
adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and loss of the Company;
and
- the Annual Report and financial statements, including the
Strategic Report, includes a fair review of the development and
performance of the business and the position of the Company,
together with a description of the principal risks and
uncertainties that they face.
Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit
information of which the Company's auditors are unaware, and each
Director has taken all the steps that he ought to have taken as a
Director in order to make himself aware of any relevant audit
information and to establish that the Company's auditors are aware
of that information.
The report of the Directors was approved by the Board on 31 July
2020 and signed on its behalf by:
Toby Hayward
Non-Executive Chairman
31 July 2020
Director's Remuneration Report
Dear Shareholder
In line with the prospectus The Directors intend, so far as
possible given the Company's size and the construction of the
Board, to comply with the UK Corporate Governance Code. At this
time the Board comprises four members and there is one employee in
addition to the Directors. As soon as the Company's business has
developed sufficiently, the Directors intend to establish a
remuneration committee comprising a majority of non-executive
directors
I look forward to setting out a more detailed policy once we are
in a position to complete our first acquisition.
Toby Hayward
Non-Executive Chairman
31 July 2020
Governance Report
Introduction
As a member of the London Stock Exchange Main Market (Standard
Listing) the Board of Bermele PLC is not required to comply with
the revised UK Corporate Governance Code published by the Financial
Reporting Council in July 2018 ("the Code"). However, the Board is
committed to maintaining high standards of corporate governance and
business ethics. Copies of the Code are available from the
Financial Reporting Council's website at www.frc.org.uk .
The Directors recognise the value of the Code and will take
necessary measures to ensure that the Company complies, taking into
account the Company's size and the nature of its business. This
report sets out in broad terms how we comply at this point in time
and sets out the reasoning where we are not compliant.
The following statements correspond to the principles set out in
the Code.
1. Board Leadership and Company Purpose
It is the Board's responsibility to provide strategic oversight
and guidance to ensure the Company is able to create and sustain
shareholder value over the long term. For this purpose, the Board
encourages an open, respectful and collaborative working
environment where all Directors voice their opinions and contribute
constructively to the debate.
The Board is committed to maintaining the Company's culture,
values and standards. The Company currently has only one
employee.
The Board ensures that all key matters affecting the Company are
considered and that material risks and opportunities are identified
and discussed by the Board.
The Company values the views of its shareholders and recognises
their interest in the Company's strategy and performance and Board
membership. The Board communicates with its shareholders
principally through RNS announcements, the Annual Report, and the
Company's website. The Executive Directors regularly engage with
shareholders during the year. The Non-Executive Directors will have
the opportunity to engage directly with shareholders at the AGM and
on other occasions if appropriate. The upcoming inaugural AGM will
give the Directors the opportunity to report to shareholders on
current and proposed operations of the Company and enables
shareholders to express their views on the Company's business
activities. Committee Chairs will also use the inaugural AGM as a
forum to engage with shareholders on significant matters related to
their areas of responsibility. The Company's interactions with
other stakeholders are outlined in the Section 172 Report of the
Strategic Report section of this annual report.
The Company does not presently have a policy on diversity and
will look to implement a policy post completion of an
acquisition.
2. Division of Responsibilities
The Company's business is directed by the Board which is
comprised of a Non-Executive Chairman, and three Non-Executive
Directors, all of whom are considered independent notwithstanding
immaterial shareholdings in the Company. As such, in compliance
with the Code, at least half the board, are considered to be
independent. The Board has not appointed a Senior Independent
Director contrary to the Code and will do so after completing an
acquisition. The Board provides leadership and direction for the
Company, sets overall strategy and oversees implementation, ensures
appropriate systems and processes are in place to monitor and
manage risk and compliance issues and takes responsibility for
financial performance and corporate governance.
The Non-Executive Chairman is primarily responsible for the
leadership and effectiveness of the Board. The board's joint
responsibilities include leading the development and execution of
the Company's long-term strategy, overseeing matters pertaining to
the running of the Company and ensuring that the Company meets all
legal, compliance and corporate requirements. High level strategic
decisions are discussed and taken by the Board with recommendations
as appropriate from the Non-Executive Chairman. Operational
decisions are also taken by the board jointly.
The biographical details of the Directors are set out on page
10. The Directors are of the opinion that the Board comprises a
suitable balance and that the recommendations of the Code have been
implemented to an appropriate level.
During the reporting period, the Board considered all relevant
matters within its remit, but focused in particular on the
establishment of the Company and the identification of suitable
acquisition opportunities for the Company to pursue, the associated
due diligence work as required and the decisions thereon.
Attendance at Board meetings since Admission to the Main Market
is outlined below.
Member Position Meetings attended
----------------- ---------------------- -----------------
Toby Hayward Non-Executive Chairman 8 of 8
Dr Susan Thompson Non-Executive Director 3 of 8
Derek Ward Non-Executive Director 7 of 8
Anthony Reeves Non-Executive Director 6 of 8
The Company does not have a CEO and, where appropriate, the
Non-Executive Chairman assumes the role of CEO. It is the Board's
opinion that the current arrangements are appropriate to the
Company at this stage of development and that there are sufficient
compliance structures within the Company to ensure that the
governance functions that would be part of an independent
Chairman's responsibility are met. The Board is satisfied with the
balance between Executive and Non-Executive Directors which allows
it to exercise objectivity in decision making and proper control of
the Company's business. The Board considers its composition
appropriate in view of the size and requirements of the Company's
business
The Non-Executive Directors' role is to act as a sounding board
to the Non-Executive Chairman and to be available to shareholders
as and when necessary. The Non-Executive Directors also provide
constructive input and monitor the delivery of strategy within the
risk parameters set by the Board. The Board considers the
Non-Executive Directors to be independent in character and
judgement and that there are no relationships or circumstances
which could materially affect or interfere with the exercise of the
Non-Executive Directors strong, independent judgement, knowledge
and experience.
It is the responsibility of the Non-Executive Chairman and
Company Secretary to ensure the Board members receive sufficient
and timely information regarding corporate and business issues to
enable them to discharge their duties. The Board is also kept
informed of changes in relevant legislation and changing commercial
risks with the assistance of the Company's Legal Counsel and
auditors.
3. Composition, succession and evaluation
The Board and its governance committees are considered to have
the appropriate balance of skills, experience, independence and
knowledge of the Company to enable them to discharge their
respective duties and responsibilities effectively. Further
information on the governance committees and its members are
available in the annual report.
Directors appointed by the Board are subject to election by
shareholders at the Annual General Meeting of the Company following
their appointment and thereafter are subject to re-election in
accordance with the Company's articles of association. The Company
currently offers its Directors for re-election by rotation in
accordance with its articles of association every three years. The
Board considers this appropriate given the size of the Board and
the benefit of stability and experience in the Board composition.
This re-election process will be kept under review. Accordingly,
the Company is non-compliant with the Code insofar as all Directors
are not subject to annual re-election.
As the Company has not undertaken an acquisition, no formal
annual appraisal of the performance of the other Directors is
undertaken. A formal process will be undertaken once the Company
undertakes and acquisition. Accordingly, Board Evaluations is an
area where the Company is not compliant with the provisions of the
Code.
4. Audit, risk and internal control
The annual report describes the principal risks for the Company
and the Board's view of the Company's position and prospects.
The Board acknowledges its responsibility for a sound system of
internal control to safeguard shareholders' investments and the
Company's assets. Financial, technical and operational risks are
reviewed regularly by the Board. The annual report describes the
Company's internal control framework and risk mitigations.
5. Remuneration
In line with the prospectus The Directors intend, so far as
possible given the Company's size and the construction of the
Board, to comply with the UK Corporate Governance Code. At this
time the Board comprises four members and there is one employee in
addition to the Directors. As soon as the Company's business has
developed sufficiently, the Directors intend to establish a
remuneration committee comprising a majority of non-executive
directors
DISCLOSURES REQUIRED BY PUBLICLY TRADED COMPANIES UNDER RULE
7.2.6R OF THE UK LISTING AUTHORITY'S DISCLOSURE AND TRANSPARENCY
RULES
The following disclosures are made pursuant to Rule 7.2.6.R of
the UK Listing Authority's Disclosure and Transparency Rules (DTR).
As at 31 January 2020:
a) Details of significant direct or indirect holdings of
securities of the Company are set out in the Directors Report
outlined in this document. The Company is not aware of any
agreements between shareholders which may result in restrictions on
the transfer of securities or on voting rights.
b) There are no persons who hold securities carrying special
rights regarding control of the Company.
c) All ordinary shares carry one vote per share without restriction.
d) The Company's rules about the appointment and replacement of
Directors are contained in the company's constitution and accord
with the Companies Act 2006. Amendments to the company's
constitution must be approved by the Company's shareholders by
passing a special resolution.
e) The Company may exercise in any manner permitted by the
Companies Act 2006 any power which a public company limited by
shares may exercise under the Companies Act 2006. The business of
the Company is managed by or under the direction of the Directors.
The Directors may exercise all the powers of the Company except any
powers that the Companies Act 2006 or the constitution requires the
Company to exercise.
f) Subject to any rights and restrictions attached to a class of
shares and in compliance with the Companies Act 2006, the Company
may allot and issue unissued shares and grant options over unissued
shares, on any terms, at any time and for any consideration, as the
Directors resolve. This power of the Company can only be exercised
by the Directors. The Company may reduce its share capital and
buy-back shares in itself on any terms and at any time. However,
the Companies Act 2006 sets out certain procedures which must be
followed in relation to reductions in share capital and the
buy-back of shares.
This Governance Report was approved by the Board and signed on
its behalf by:
Employment without discrimination
The Company is committed to recruitment of employees on the
basis of aptitude and ability. We hire and promote our people
regardless of gender, orientation, origin, creed, disability or any
other inappropriate discrimination.
Environmental and social
In our day to day business we commit to comply with applicable
environmental laws. The direct impact of our operations is low. We
also aim to undertake good housekeeping practices such as reducing
energy consumption, using sustainable resources and recycling
waste.
Toby Hayward
Non-Executive Chairman
31 July 2020
Nomination Committee Report
In line with the prospectus the Directors intend, so far as
possible given the Company's size and the construction of the
Board, to comply with the UK Corporate Governance Code. At this
time the Board comprises four members and there is one employee in
addition to the Directors. As soon as the Company's business has
developed sufficiently, the Directors intend to establish a
Nomination committee which will comprise of a majority of
non-executive directors
Toby Hayward
Non-Executive Chairman
31 July 2020
Audit Committee Report
Governance
In line with the prospectus The Directors intend, so far as
possible given the Company's size and the construction of the
Board, to comply with the UK Corporate Governance Code. At this
time the Board comprises four members and there is one employee in
addition to the Directors. As soon as the Company's business has
developed sufficiently, the Directors intend to establish an audit
committee and an audit committee comprising a majority of
non-executive directors
Toby Hayward
Non-Executive Chairman
31 July 2020
Independent auditor's report
Independent auditor's report to the Directors of Bermele Plc
Opinion
We have audited the financial statements of Bermele Plc (the
"Company") for the year ended 31 January 2020 which comprise the
consolidated statements of comprehensive income, the consolidated
and parent company statements of financial position, the
consolidated and parent company statements of changes in equity,
the consolidated and parent company statements of cashflows, 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 and, as regards the parent company financial
statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion:
-- the financial statements give a true and fair view of the
state of the company's affairs as at 31 December 2019 and of the
company's loss for the year then ended;
-- the company financial statements have been properly prepared
in accordance with International Financial Reporting Standards as
adopted by the European Union;
-- the parent company financial statements have been properly
prepared in accordance with International Financial Reports
Standards as adopted by the European Union and as applied in
accordance with the provisions of the Companies Act 2006;
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006, and, as regards
the company financial statements, Article 4 of the IAS
Regulation.
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 relating to going concern
We draw attention to note 2.2 in the financial statements in
relation to going concern. Since the reporting date the Company has
identified a possible acquisition target and committed to
subscribing GBP250,000 to loan notes in the target. Further funds
may be required to enable the Company to execute the possible
acquisition. This condition represents a material uncertainty which
may cast doubt about the ability of the Company to continue as a
going concern. Our opinion is not modified in respect of this
matter.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the financial statements as a whole to be
GBP31,900, based on 5% of loss before tax.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed to report all identified errors in excess of GBP1,595.
Errors below that threshold would also be reported to management
if, in our opinion as auditor, disclosure was required on
qualitative grounds.
Overview of the scope of our audit
The Company finance function is based in the United Kingdom and
a full scope audit was carried out thereon from our office, and
with discussions with management as required. This provided us with
sufficient evidence for our opinion on the Company financial
statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, 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) that we identified. These matters included 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.
In addition to the matter described in the material uncertainty
relating to going concern section, we have determined the matter
described below to be the key audit matter to be communicated in
our audit report. This is not a complete list of all risks
identified by our audit.
There were no matters which we consider should be separately
reported as key audit matters.
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 the part of the directors' remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion based on the work undertaken in the course of our
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.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the
parent company and their 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
where 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 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 the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement set out on page 13, 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 Group's and 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
Group or 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.
We designed our audit approach to be capable of detecting
irregularities, including fraud. In particular:
-- We gained an understanding of the legal and regulatory
framework applicable to the Group and considered the risk of acts
by the Group which were contrary to applicable laws and
regulations, including fraud.
-- We designed audit procedures to respond to the risk,
recognising that the risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment.
Our tests included, but were not limited to: review of the
financial statement disclosures to underlying supporting
documentation and enquiries of management.
There are inherent limitations in the audit procedures described
above and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the
financial statements, the less likely we would become aware of
it.
We did not identify any key audit matters relating to
irregularities, including fraud. As in all of our audits we also
addressed the risk of management override of internal controls,
including testing journals and evaluating whether there was
evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
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 management to audit the financial
statements for the period ending 31 January 2020. Our total
uninterrupted period of engagement is 1 year, covering the period
ending 31 January 2020.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the company and we remain independent of the
group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to
management.
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.
Stephen Bullock
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
31 July 2020
Statement of Comprehensive Income
31 January 2020 31 January 2019
Note GBP GBP
Continuing operations
Listing expenses (176,135) (-)
Administrative expenses (370,262) (112,353)
----------------- -----------------
Operating loss (546,397) (112,353)
----------------- -----------------
Shares Based Payment (92,160) -
Finance income - (84)
Loss before tax (638,557) (112,437)
----------------- -----------------
Taxation 7 - -
Total comprehensive loss for the period attributable to the equity
owners (638,557) (112,437)
================= =================
Loss per share
Basic and diluted (pence per share) 8 (0.37) (0.25)
----------------- -----------------
The above results were derived from continuing operations.
Statement of Financial Position
Company Number: 10973102 As at As at
31 January 31 January
2020 2019
Note GBP GBP
ASSETS
Current assets
Trade and other receivables 9 15,503 1,337
Cash and cash equivalents 10 490,988 8,828
Total current assets 506,491 10,165
------------- ------------
Total assets 506,491 10,165
------------- ------------
LIABILITIES
Current liabilities
Trade and other payables 11 65,325 22,601
Taxation - -
------------- ------------
Total current liabilities 65,325 22,601
------------- ------------
Total liabilities 65,325 12,436
------------- ------------
NET ASSETS 441,166 (12,436)
============= ============
EQUITY
Share capital 12 200,000 100,001
Share premium 12 900,000 -
Share Option Reserve 15 92,160 -
Accumulated Losses (750,994) (112,437)
Total equity 441,166 (12,436)
============= ============
The financial statements were approved by the Board of Directors
and authorised for issue on 31 July 2020.
Statement on Changes of Equity
Share Capital Share Premium Share Option Reserve Accumulated Losses Total Equity
GBP GBP GBP GBP GBP
As at 31 January 2019 100,001 - - (112,437) (12,436)
Comprehensive income
Loss for the period - - - (638,557) (638,557)
-------------- -------------- --------------------- ------------------- -------------
Transactions with owners
Issue of ordinary shares 99,999 900,000 - 999,999
Share based payment
expense - - 92,160 92,160
As at 31 January 2020 200,000 900,000 92,160 (750,994) 441,166
============== ============== ===================== =================== =============
Statement of Cash Flows
31 January 31 January
2020 2019
GBP GBP
Cash flows from operating activities
Operating loss (638,557) (112,437)
Adjustments to cash flows from non-cash 92,160 -
items
Share Based Payment
(528,397) (112,437)
Changes in working capital
Decrease in trade and other receivables 24,723 22,601
Increase in trade and other payables (14,166) (1,337)
--------------------- ------------
Net cash Flow from operating activities 517,840 91,173
--------------------- ------------
Cash flows from investing activities
Interest received
--------------------- ------------
Net cash generated from investing - -
activities
--------------------- ------------
Cash flows from financing activities
Proceeds from issue of shares, net
of issue costs 1,000,000 100,001
--------------------- ------------
Net cash generated from financing
activities 1,000,000 100,001
--------------------- ------------
Net increase in cash and cash equivalents 482,160 8,828
Cash and cash equivalents at the beginning 8,828 -
of the period
--------------------- ------------
Cash and cash equivalents at the end
of the period 490,988 8,828
===================== ============
Notes Forming Part of the Financial Statements
1. Company information
Bermele plc is a public company listed on the London Stock
Exchange in England and Wales.
The company is domiciled in England and its registered office is
6 Floor, 60 Gracechurch Street, London, EC3V 0HR.
The principal activity of the Company is that of identifying and
acquiring investment projects.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these financial statements are set out below. The policies have
been consistently applied to all the years presented, unless
otherwise stated.
2.1 Basis of preparation
These financial statements of the Company have been prepared on
a going concern basis in accordance with International Financial
Reporting Standards (IFRS) and IFRIC interpretations issued by the
International Accounting Standards Board (IASB) and adopted by the
European Union, in accordance with the Companies Act 2006.
Measurement bases: The financial statements have been prepared
under the historical cost convention. Historical cost is generally
based on the fair value of the consideration given in exchange for
assets.
The preparation of the financial statements in compliance with
adopted IFRS requires the use of certain critical accounting
estimates and management judgements in applying the accounting
policies. The significant estimates and judgements that have been
made and their effect is disclosed in note 3.
2.2 Going concern
The Company is an acquisition vehicle established to identify a
reverse takeover target. Its initial funding is sufficient to
finance its costs in identifying an appropriate target and
negotiating terms of a possible acquisition.
The Company had GBP490,988 cash as at 31 January 2020 and
ongoing operational costs of circa GBP200,000 per annum providing
headroom to fund costs associated with evaluating acquisitions and
investments, including due diligence. On this basis, the Board
considers the company to have sufficient resources to remain in
operational existence for the foreseeable future.
As set out in note 18, since the reporting date the Company has
identified a possible acquisition target and committed to
subscribing GBP250,000 to loan notes in the target. The Company's
present financial resources are sufficient to fund that
subscription.
Although the Company has signed a legally binding exclusivity
agreement in relation to a possible acquisition, at the date of
approval of these financial statements the possible acquisition is
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. Should the possible acquisition proceed the
acquisition will be entirely for shares with no cash consideration
paid. The directors expect to fund professional and other fees and
working capital funding for the of the Company as enlarged by the
possible acquisition from existing resources and the proceeds of a
further share placing at the time of the acquisition
Because the Company is not committed to the possible acquisition
at the date of approval of these financial statements a detailed
assessment of the funding requirement, should it proceed, has not
been prepared.
The directors believe that such funds, should they be required,
are likely to come from a further equity issue but at the date of
the approval of these financial statements it is not certain that
such funds will be available. This condition represents a material
uncertainty which may cast doubt about the ability of the Company
to continue as a going concern.
2.3 Functional and presentation currency
The financial information is presented in the functional
currency, pounds sterling ("GBP") except where otherwise
indicated.
2.4 New standards, amendments and interpretations
New standards, interpretations and amendments
There were no IFRSs or IFRICS interpretations relevant to the
Company that were effective for the first time for the financial
period that had a material impact on the Company.
Standards, interpretations and amendments in issue but not yet
effective and not early adopted
There are a number of standards, amendments to standards, and
interpretations which have been issued by the IASB that are
effective in future accounting periods that the Company has decided
not to adopt early. The most significant of these is are as
follows, which are all effective for the period beginning 1 January
2020:
- IAS 1 Presentation of Financial Statements and IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
(Amendment - Definition of Material)
- IFRS 3 Business Combinations (Amendment - Definition of Business)
- Revised Conceptual Framework for Financial Reporting
The Company is currently assessing the impact of these new
accounting standards and amendments.
2.5 Segment reporting
Identifying and acquiring investment projects is the only
activity the Company is involved in and is therefore considered as
the only operating segment.
The financial information therefore of the single segment is the
same as that set out in the Statement of Comprehensive Income,
Statement of Financial Position, Statement of Changes in Equity and
the Statement of Cash Flows.
2.6 Net finance income
Finance income
Finance income comprises interest receivable on funds invested
and other interest receivable. Interest income is recognised in
profit or loss as it accrues using the effective interest
method.
2.7 Financial assets
The Company classifies all its financial assets at amortised
cost. Financial assets do not comprise prepayments. Management
determines the classification of its financial assets at initial
recognition.
The Company's financial assets held at amortised cost comprise
solely of cash and cash equivalents in the statement of financial
position.
The cash and cash equivalents in the statement of financial
position is entirely made up of deposits held with Metro Bank Plc,
a counterparty with independent credit ratings of a minimum of
BB-.
2.8 Financial Liabilities
The Company classifies its financial liabilities in the category
of financial liabilities at amortised cost. All financial
liabilities are recognised in the statement of financial position
when the Company becomes a party to the contractual provision of
the instrument. Trade and other payables are included in this
category.
Trade and other payables Trade and other payables are initially
recognised at fair value and subsequently measured at amortised
cost using the effective interest rate method. Accounts payable are
classified as current liabilities if payment is due within one year
or less. If not, they are presented as non-current liabilities.
2.9 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 issued by the Company are recorded
at the proceeds received net of direct issue costs.
Ordinary shares are classified as equity.
- The share capital account represents the nominal value of the shares issued.
- The share premium account represents premiums received on the
initial issuing of the share capital. Incremental costs directly
attributable to the issue of new shares are shown in share premium
as a deduction from the proceeds, net of tax.
- Accumulated losses include all current period results as
disclosed in the Statement of Comprehensive Income.
2.10 Income tax
Income tax for the period presented comprises current and
deferred tax. Income tax is recognised in profit or loss except to
the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity
Deferred income tax is recognised on temporary differences
arsing between the tax bases of assets and liabilities and their
carrying amounts.
2.11 Share-based payments
Where share options are awarded to directors or employees, the
fair value of the options at the date of grant is charged to the
statement of comprehensive income over the vesting period.
Non-market vesting conditions are considered by adjusting the
number of equity instruments expected to vest at each balance sheet
date so that, ultimately, the cumulative amount recognised over the
vesting period is based on the number of options that eventually
vest. Market vesting conditions are factored into the fair value of
the options granted. The cumulative expense is not adjusted for
failure to achieve a market vesting condition. No charge will be
made for the Value Creation Plan until such time the Company
completes an acquisition.
2.12 Non-recurring costs
Non-recurring costs are disclosed separately in the financial
statements where it is necessary to do so to provide further
understanding of the financial performance of the Company. They are
items that are material, either because of their size or their
nature and are presented within the line items to which they best
relate.
3. Significant judgments and estimates
The preparation of the Company's financial statements under IFRS
as endorsed by the EU requires the Directors to make estimates and
assumptions that affect the reported amounts of assets and
liabilities at the statement of financial position date, amounts
reported for revenues and expenses during the period, and the
disclosure of contingent liabilities, at the reporting date.
Estimates and judgements are continually evaluated and are based
on historical experiences and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
The Directors consider that there are no critical accounting
judgements or estimates relating to the financial information of
the Company.
4. Directors and employees
Staff costs for the Company for the period:
31 January 31 January
2020 2019
Staff costs (including directors):
Wages and salaries 115,000 35,695
Social security costs 7,005 957
Other pension costs 3,244 120
----------- -----------
125,249 36,772
==================================== =========== ===========
Average monthly number of people (including all directors)
employed by activity:
31 January 31
2020 January
2019
No. No.
Directors 4 0
Management and administration 1 1
---------------- -------------------
5 1
=============================== ================ ===================
Directors' emoluments:
31 January 2020 31 January 2019
GBP GBP
Directors' emoluments:
Salaries and fees 64,000 -
64,000 -
================== ==================
31 January 2020 31 January 2019
GBP GBP
Highest paid Director
Salaries and Pension Costs 18,400 -
18,400 -
================== ==================
5. Loss before income tax
The loss in the financial statements is stated after
charging:
31 January 2020 31 January 2019
GBP
GBP
Legal Fees & Regulatory fees 56,847 17,400
Listing Fees 176,135 -
Fees to the Company's auditors 18,000 15,000
---------------- ----------------
6. Listing & Fundraising Expenses
During the year, the Company incurred GBP176,135 in IPO costs
and Fundraising fees.
7. Taxation
31 January 2020 31 January 2019
GBP GBP
Analysis of charge in period
Loss before tax on continuing operations (638,557) (112,437)
---------------- ----------------
Tax at the UK corporation tax rate of 19% (121,322) (21,406)
Tax losses carried forward (142,728) (21,406)
---------------- ----------------
Tax charge for the period - -
================ ================
The standard rate of corporation tax applicable for the period
was 19 per cent.
The Company has tax losses carried forward of GBP142,728. The
Directors believe that it would not be prudent to recognise any
deferred tax assets before such time as the Company generates
taxable income.
8. Loss per share
The loss per share has been calculated using the loss for the
period after tax attribution to the equity holders of the company,
by the weighted average number of ordinary shares entitled to
dividend rights which were outstanding during the period, as
follows:
31 January 2020 31 January 2019
GBP GBP
Loss for period attributable to equity holders of the Company (638,557) (112,437)
Weighted average number of ordinary shares 173,424,658 44,448,898
---------------- ----------------
Loss per share (0.37) (0.25)
================ ================
9. Trade and other receivables
31 January 2020 31 January 2019
GBP
Amounts falling due within one year:
Prepayments 9,898 -
Other receivables 5,605 -
15,503 -
================== ================
It is the Company's policy to assess receivables for
recoverability based on historical data available to management in
addition to forward looking information utilising management's
knowledge. The Directors consider that the carrying amount of trade
and other receivables is approximately equal to their value.
Other receivables comprise VAT due on expenses incurred during
the period and GBP2,973 was recovered by 7 March 2020.
10. Cash and cash equivalents
31 January 31 January
2020 2019
GBP
Cash at bank 490,888 8,828
----------- -----------
490,888 8,828
============== =========== ===========
All bank balances are denominated in pounds sterling. The
Directors consider that the carrying value of cash and cash
equivalents represents their fair value.
11. Trade and other payables
31 31
January January
2020 2019
GBP GBP
Amounts falling due within one year:
Trade Payables 42,192 10,000
Other Payables 5,133 12,601
Accruals 18,000 -
-------- --------
65,325 22,601
=========================================================================================== ======== ========
The fair value of trade and other payables is considered by the Directors not to be
materially
different to the carrying amount
12. Share capital
Number of Share Capital Share premium
Shares GBP GBP
Issued and fully paid Ordinary
shares of 0.001p each
At 31 January 2020 200,000,000 200,000 900,000
============ ============== ==============
The Company was incorporated on 20 September 2017. On
incorporation, 10,000,000 Ordinary Shares were issued at the par
value of GBP0.001 each.
On 25 July 2018, the Company issued a further 90,000,000
Ordinary Shares at a par value of GBP0.001 each.
A further 100,000,000 Ordinary Shares were issued on listing at
9 May 2019.
Voting rights
The holders of ordinary shares are entitled to one voting right
per share.
Dividends
The holders of ordinary shares are entitled to dividends out of
the profits of the Company available for distribution.
31 January 31 January
2020 2019
GBP
Share Capital 1,101,000 100,001
----------- -----------
1,101,000 100,001
=============== =========== ===========
13. Reserves
Share premium
Includes all premiums in excess of the nominal value of shares
received on issue of share capital.
Accumulated losses
Includes all losses incurred in the period.
Voting rights
The holders of ordinary shares are entitled to one voting right
per share.
Dividends
The holders of ordinary shares are entitled to dividends out of
the profits of the Company available for distribution.
14. Financial instruments
Financial assets
Financial assets measured at amortised cost comprise cash and
cash equivalents, as follows:
31 January 2020 31 January 2019
GBP GBP
Cash at bank 490,988 8,828
---------------- ----------------
490,988 8,828
============== ================ ================
Financial liabilities
Financial liabilities measured at amortised cost comprise trade
and other payables, as follows:
31 January 2020 31 January 2019
GBP GBP
Trade payables 42,192 10,000
Other payables 5,133 12,601
Accruals 18,000
65,325 22,601
================ ================ ================
The Company's major financial instruments include bank balances
and amounts payables to suppliers. The risks associated with these
financial instruments, and the policies on how to mitigate these
risks are set out below. Risk management is carried out by the
Board of Directors. The Company uses financial instruments to
provide flexibility regarding its working capital requirements and
to enable it to manage specific financial risks to which it is
exposed.
Liquidity risk
Liquidity risk arises seeks to manage financial risk, to ensure
sufficient liquidity is available to meet foreseeable needs.
The Company regularly reviews its major funding positions to
ensure that it has adequate financial resources in meeting its
financial obligations. The Directors have considered the liquidity
risk as part of their going concern assessment (note 2). Controls
over expenditure are carefully managed in order to maintain its
cash reserves whilst it targets a suitable transaction. Financial
liabilities are all due within one year.
The COVID-19 pandemic resulted in a significant fall in the
value of global stock markets during March 2020. The pandemic has
created a unique environment, which adds additional challenges for
any companies seeking future funding from the capital markets.
Credit risk
The Company's credit risk is wholly attributable to its cash
balance. The credit risk from its cash and cash equivalents is
limited because the counter parties are banks with high credit
ratings and have not experienced any losses in such accounts.
Capital risk Management
The Company's objectives when managing capital are:
- To safeguard the Company's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
- To support the Group's growth; and
- To provide capital for the purpose of strengthening the
Companies risk management capability
Bermele plc is in talks to acquire the entire issued share
capital of East Imperial Pte. Ltd. The acquisition costs will be
payable through the issuance of new ordinary shares. The Board
continues to prudently manage its cash risks and has minimised
ongoing operating costs in light of the Acquisition.
Interest risk
The Company's exposure to interest rate risk is the interest
received on the cash held, which is immaterial.
Capital risk management
The Company's objectives when managing capital is 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. The
Company has no borrowings. In order to maintain or adjust the
capital structure, the Company may adjust the number of dividends
paid to shareholders, return capital to shareholders or issue new
shares.
Currency risk
The Company is not exposed to any currency risk at present.
15. Share Options and Warrants
The company's fair values equity settled share-based payments
transaction through the black Scholes model.
The company operates share-based payments arrangement to
remunerate directors and key employees in the form of a share
option scheme. Equity based share payments are measured at fair
value (excluding the effect of non-market based vesting conditions)
at the date of grant. The fair value is determined at the grant
date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the companies
estimates of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions.
Director Number of Unapproved Options
held in relation to Ordinary
Shares
Toby Hayward 3,000,000
Susan Thompson 5,000,000
Derek Ward 3,000,000
Total 11,000,000
The following hold unapproved options (being non-tax advantaged
options) to subscribe for the following numbers of Ordinary Shares
at not less than 0.1 pence per Share:
11,000,000 unapproved share options were issued to the above
directors on the 24 April 2019. The options have an exercise price
of 0.1p per share and a 3-year exercise period from the date of the
reverse takeover. The fair value of the options was determined as
0.9p per share and a charge of GBP59,400 has to be recognized in
the current year.
4,000,000 options under an EMI share options scheme were issued
to an employee on the 24 April 2019. The options have an exercise
price of 0.1p per share and a 3-year exercise period from the date
of the reverse takeover. The fair value of the options was
determined as 0.90p per share and a charge of GBP21,600 has been
recognized in the current year.
4,000,000 unapproved share options were issued to the Anthony
Reeves on the 14 August 2019. The options have an exercise price of
1.25p per share and a 3-year exercise period from date of the
reverse takeover. The fair value of the options was determined as
0.43p per share and a charge of GBP10,320 has been recognized in
the current year.
500,000 Ordinary shares Shakespeare Martineau warrants were
issued on the 24 April 2019. The warrants have an exercise price of
1p per share and a 2-year exercise period from vesting at the date
of the reverse Takeover. The fair value of the options was
determined as 0.28p per share and a charge of GBP840 has been
recognized in the current year.
2020 2020 2020 2020
Unapproved EMl options Existing Shakespeare
options director Martineau
Options warrants
----------------------- ----------- ------------ --------- ------------
Grant date share price 1p 1p 1.25p 1p
Exercise price 0.1p 0.1p 1.25p 1p
No. of share options 11,000,000 4,000,000 4,000,000 500,000
Risk free rate 0.1% 0.1% 0.1% 0.1%
Expected volatility 50% 50% 50% 50%
Expected option life 3 years 3 years 3 years 2 years
16. Related party transactions
The Company's related parties are the directors of the
companies. The remuneration of directors are as follows:
31 January 2020 31 January
2019
Directors emoluments, including salary and fees: GBP GBP
Toby Hayward 18,000 -
Derek Ward 18,000 -
Dr Susan Thomas 18,000 -
Anthony Reeves 10,000 -
64,000 -
================ ===========
17. Ultimate controlling party
The Company has no ultimate controlling party.
18. Subsequent events
The economic environment has changed materially since the year
end following the onset of the global COVID-19 pandemic. COVID-19
may impact the Company's ability to raise capital to fund
acquisitions
The Directors are closely monitoring the commercial impact of
the COVID-19 pandemic and will only propose compelling acquisitions
after carrying out significant due diligence for securing capital.
There are no operating issues prior to completing an acquisition as
the Company maintains a significant cash balance. The Directors
believe the company will maintain sufficient working capital to
continue in operational existence and will have the ongoing support
of its shareholders, if required, for the foreseeable future.
19. Post Balance Sheet Events
The economic environment has changed materially since the year
end following the onset of the global COVID-19 pandemic. COVID-19
may impact the Company's ability to raise capital to fund
acquisitions. However, The Directors are closely monitoring the
commercial impact of the COVID-19 pandemic on the biotech &
technology sector and will only propose compelling acquisitions
after carrying out significant due diligence for securing capital.
There are no operating issues prior to completing an acquisition as
the Company maintains a significant cash balance. The Directors
believe the company will maintain sufficient working capital to
continue in operational existence and will have the ongoing support
of its shareholders, if required, for the foreseeable future.
On 20 July 2020, the Company announced that it had signed Heads
of Terms to acquire the entire issued share capital of East
Imperial Pte. Ltd. ("East Imperial") for new shares in the Company.
East Imperial is a Singapore incorporated company that designs,
develops, formulates, manufactures, distributes and sells small
batch blended premium mixers using all-natural ingredients and New
Zealand artesian spring water.
Although the Company has signed a legally binding exclusivity
agreement in relation to the proposed acquisition, at the date of
approval of these financial statements the proposed acquisition is
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 possible acquisition of East Imperial, if it proceeds, will
constitute a Reverse Takeover under the Listing Rules since, inter
alia, in substance it will result in a fundamental change in the
business of the Company. As such, the Company's Listing and
ordinary shares were suspended (pursuant to Listing Rule 5.3.1)
with immediate effect pending the publication of a prospectus and
the 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.
Also on 20 July 2020, the Company announced that it has entered
into an agreement to subscribe for 250,000 Secured Convertible Loan
Notes 2020 of GBP1 each with East Imperial (the "Loan Notes").
Under the terms of the Loan Notes, Bermele has the right to convert
the Loan Notes into shares in East Imperial at a 40% discount to
the price of a change of control event, such as the proposed
acquisition. The proceeds of the Loan Notes are to be used for
general working capital purposes to support East Imperial's
strategy in the short term. In the event that the Acquisition does
not proceed, the Loan Notes are repayable at Bermele's election
after 12 months, with an accrued interest rate of 5% per annum. The
loan notes are secured against the assets of East Imperial.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR WPUMUMUPUGAG
(END) Dow Jones Newswires
July 31, 2020 11:13 ET (15:13 GMT)
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