TIDMBIH
RNS Number : 0627L
Boston International Holdings PLC
17 April 2018
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or "the Company")
Final Results
Boston International Holdings plc, a special purpose acquisition
company (SPAC) formed to undertake one or more acquisitions of
target companies or businesses in the FX sector, announces its
Final Results for the year ended 31 December 2017.
Enquiries:
Boston International Holdings plc
Borden James
Tel: +44 7769 277752
Cairn Financial Advisers LLP
Jo Turner / David Coffman
Tel: +44 20 7213 0880
CHAIRMAN'S REPORT
I have pleasure in presenting the financial statements of Boston
International Holdings Plc (the "Company") for the year ended 31
December 2017.
During the financial year, the Company reported a net loss
before taxation of GBP472,150 (0.006p.per share). There was no
revenue in the period. The loss reflects the operating of the
company. As at 31 December 2017, the Company had cash at bank of
GBP811,300.
The Board actively reviewed a number of potential acquisition
opportunities across the sector and on 22(nd) August 2017 the
Company's shares were suspended as the Company announced that it
had entered into a non-binding letter of intent with Cornhill FX
Holdings Limited ("CFXH"), a private limited company incorporated
in England and Wales, in connection with the potential purchase of
the entire issued share capital of that company.
As at the date of this report, the due diligence in respect of
the proposed acquisition is at an advanced stage and the Directors
are optimistic that the acquisition will conclude during Q2 of
2018. However completion is subject to reaching a binding agreement
with the shareholders of CFXH and approval by the UKLA of
re-admission to the main market of the London Stock Exchange.
The Board looks forward to providing further updates to
shareholders in due course.
W Borden James
Chairman
STRATEGIC REPORT
The Directors present their strategic report with the financial
statements of the Company for the year ended 31 December 2017.
review of developments and future prospects
The Company was formed to undertake an acquisition of a target
company or business in the foreign exchange (FX) sector.
There is no specific expected target value for the acquisition
and the Company expects that any funds not used for the acquisition
will be used for future acquisitions, internal or external growth
and expansion, and working capital in relation to the acquired
company or business.
The Board actively reviewed a number of potential acquisition
opportunities across the sector and on 22(nd) August 2017 the
Company's shares were suspended as the Company announced that it
had entered into a non-binding letter of intent with Cornhill FX
Holdings Limited ("CFXH"), a private limited company incorporated
in England and Wales, in connection with the potential purchase of
the entire issued share capital of that company.
As at the date of this report, the due diligence in respect of
the proposed acquisition is at an advanced stage and the Directors
are optimistic that the acquisition will conclude during Q2 of
2018. However completion is subject to reaching a binding agreement
with the shareholders of CFXH and approval by the UKLA of
re-admission to the main market of the London Stock Exchange.
Assuming completion of this acquisition, the objective of the
company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the acquisition.
The Company's financial performance for the period reflected
market conditions. The company loss after taxation for the year to
31 December 2017 amounted to GBP472,150 (2016: GBP183,622). No
dividends were paid during the year and none are proposed. A review
of the activity of the business and future prospects is contained
in the Chairman's Statement which accompanies these financial
statements.
KEY PERFORMANCE INDICATORS
The key indicator of performance for the Company is its success
in identifying, acquiring, developing and divesting investments in
projects so as to create shareholder value.
Control of bank and cash balances is a priority for the Company
and these are budgeted and monitored closely to ensure that it
maintains adequate liquid resources to meet financial commitments
as they arise.
At this stage in its development, quantitative key performance
indicators are not an effective way to measure the Company's
performance.
However, a qualitative summary of performance in the year is
included in the Chairman's Statement.
PRINCIPAL RISKS AND UNCERTAINTIES
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
e) Capital risk management
The Company manages its capital to ensure that entities within
the Company will be able to continue individually as going
concerns, while maximising the return to Shareholders through the
optimisation of debt and equity balances. The Company manages its
capital structure and makes adjustments to it, in the light of
changes in economic conditions. To maintain or adjust its capital
structure, the Company may adjust or issue new shares or raise
debt. No changes were made in the objectives, policies or processes
during the year ended 31 December 2017.
The Company does not hold any collateral as security.
On behalf of the board
W Borden James
Chairman
16 April 2018
DIRECTORS' REPORT
The Directors present their report together with the audited
financial statements, for the year ended 31 December 2017.
The Company was incorporated on 17 November 2015 as a private
company limited by shares in England and Wales.
Its issued share capital, consisting of Ordinary Shares was
admitted to trading on the London Stock Exchange's main market for
listed securities on 12 October 2016.
The Company issued an additional 1,000,000 ordinary shares of 1p
at a price of 5 pence per share on 2 May 2017, with trading in the
shares commencing on 11 May 2017.
On 22(nd) August 2017 the Company announced that it had entered
into a non-binding letter of intent in respect of the proposed
acquisition of Cornhill FX Holdings Limited ("CFXH"). Consequently
the shares were suspended in accordance with Listing Rule 5.6.
As at the date of this report, the due diligence in respect of
the proposed acquisition is at an advanced stage and the Directors
are optimistic that the acquisition will conclude during Q2 of
2018. However completion is subject to reaching a binding agreement
with the shareholders of CFXH and approval by the UKLA of
re-admission to the main market of the London Stock Exchange.
Results and dividends
The results for the year are set out in the Statement of
Comprehensive Income. The Directors do not recommend the payment of
a dividend on the ordinary shares.
Company objective
The Company has been formed to undertake an acquisition of a
target company or business in the FX Industry.
There is no specific expected target value for the acquisition
and the Company expects that any funds not used for the acquisition
will be used for future acquisitions, internal or external growth
and expansion, and working capital in relation to the acquired
company or business.
Following completion of an acquisition, the objective of the
Company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the acquisition. Following an acquisition, the Company intends to
seek re-admission of the enlarged group to listing on the Official
List and trading on the London Stock Exchange's main market for
listed securities.
The Company's business risk
An explanation of the Company's financial risk management
objectives, policies and strategies is set out in the Strategic
report and note 11.
Key events
The Company issued an additional 1,000,000 ordinary shares of 1p
at a price of 5 pence per share on 2 May 2017, with trading in the
shares commencing on 11 May 2017.
On 22(nd) August 2017 the Company announced that it had entered
into a non-binding letter of intent in respect of the proposed
acquisition of Cornhill FX Holdings Limited ("CFXH"). Consequently
the shares were suspended in accordance with Listing Rule 5.6. As
at the date of this report, the due diligence in respect of the
proposed acquisition is at an advanced stage and the Directors are
optimistic that the acquisition will conclude during Q2 of 2018.
However completion is subject to reaching a binding agreement with
the shareholders of CFXH and approval by the UKLA of re-admission
to the main market of the London Stock Exchange.
At the year end the Company has cash of approximately GBP0.8
million and continues to keep administrative costs to a minimum so
that the majority offunds can be dedicated to the review of and
potentially investment in, suitable acquisitions.
Directors
The Directors of the Company during the year were:
W Borden James
Richard Hartheimer
Norman Connell
Substantial shareholders
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at 27(TH) March
2018.
Shareholder Shareholding %
------------------------------------ ------------- -------
Digger International Group PLTD 7,500,000 24.49%
Boston Merchant (HK) Limited 6,571,428 21.46%
Boston Merchant Financial PLTD 5,100,000 16.66%
Stephen Gibson 3,000,000 9.80%
SCA LTD 2,000,000 6.53%
David Bailey 1,000,000 3.27%
Capital and returns management
The Directors believe that, following an acquisition, further
equity capital raisings may be required by the Company for working
capital purposes as the Company pursues its objectives. The amount
of any such additional equity to be raised, which could be
substantial, will depend on the nature of the acquisition
opportunities which arise and the form of consideration the Company
uses to make the acquisition and cannot be determined at this
time.
The Company expects that any returns for Shareholders would
derive primarily from capital appreciation of the Ordinary Shares
and any dividends paid pursuant to the Company's dividend
policy.
Dividend policy
The Company intends to pay dividends on the Ordinary Shares
following an acquisition at such times (if any) and in such amounts
(if any) as the Board determines appropriate in its absolute
discretion. The Company's current intention is to retain any
earnings for use in its business operations, and the Company does
not anticipate declaring any dividends in the foreseeable future.
The Company will only pay dividends to the extent that to do so is
in accordance with all applicable laws.
Corporate governance
In order to implement its business strategy, the Company has
adopted a corporate governance structure whereby the key features
of its structure are:-
-- a wholly non-executive board with independent non-executive
Directors. The Board is knowledgeable and experienced and has
extensive experience of making acquisitions such as the
acquisition;
-- consistent with the rules applicable to companies with a
Standard Listing, unless required by law or other regulatory
process, Shareholder approval is not required in order for the
Company to complete the acquisition. The Company will, however, be
required to obtain the approval of the Board of Directors, before
it may complete the acquisition;
-- the Board is not subject to the provisions of a formal
governance code and given its present size do not intend to
formally adopt any specific code, but will apply governance the
directors consider to be appropriate, having due regard to the
principles of governance set out in the UK Corporate Governance
Code.
-- until an acquisition is made, the Company will not have
separate audit and risk, nominations or remuneration committees.
The Board as a whole will instead review audit and risk matters, as
well as the Board's size, structure and composition and the scale
and structure of the Directors' fees, taking into account the
interests of Shareholders and the performance of the Company, and
will take responsibility for the appointment of auditors and
payment of their audit fee, monitor and review the integrity of the
Company's financial statements and take responsibility for any
formal announcements on the Company's financial performance;
-- the Corporate Governance Code recommends the submission of
all directors for re-election at annual intervals. None of the
Directors will be required to retire by rotation and be submitted
for re-election until the first annual general meeting of the
Company following the Acquisition; and
-- following an acquisition, the Company may seek to transfer
from a Standard Listing to either a Premium Listing or other
appropriate listing venue, based on the track record of the company
or business it acquires, subject to fulfilling the relevant
eligibility criteria at the time. If the Company is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure and Transparency
Rules and the Company will be obliged to comply with the Model Code
and to comply or explain any derogation from the UK Corporate
Governance Code.
Auditors and disclosure of information
The directors confirm that:
-- there is no relevant audit information of which the Company's
statutory auditor is unaware; and
-- each Director has taken all the necessary steps 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
statutory auditor is aware of that information.
Directors' Responsibility Statement
The directors are responsible for preparing the Strategic
report, the Directors' Report, Annual report and the statutory
financial statements in accordance with applicable law and
regulations.
The directors are required to prepare financial statements for
the Company in accordance with International Financial Reporting
Standards as adopted by the EU (together, "IFRS").
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the Directors
have elected to prepare the Financial Statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the EU and applicable law.
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of transactions, other events
and conditions in accordance with the definitions and recognition
criteria for the assets, liabilities, income and expenses set out
in the International Accounting Standards Board's "Framework for
the Preparation and Presentation of Financial Statements". In
virtually all circumstances, a fair representation will be achieved
by compliance with all IFRS. Directors are also required to:
- select suitable accounting policies and then apply them consistently;
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparableand
understandable information; and
- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the Company's financial position and financial
performance.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time, the
financial position of the Companyand enable them to ensure that the
Financial Statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
They are further responsible for ensuring that the Strategic
Report and the Directors' Report and other information included in
the Annual Report and Financial Statements is prepared in
accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Company's website is the
responsibility of the Directors; work carried out by the auditors
does not involve the consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred in the accounts since they were initially
presented on the website.
Legislation in the United Kingdom governing the preparation and
dissemination of the accounts and the other information included in
Annual Reports may differ from legislation in other
jurisdictions.
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ('DTR') and
with International Financial Reporting Standards (IFRS) as adopted
by the European Union.
The Directors confirm,to the best of their knowledge that:
-- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company; and
-- the financial statements include a fair review of the
development and performance of the business and the financial
position of the Company, together with a description of the
principal risks and uncertainties that it faces.
-- the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the company's performance,
business model and strategy.
Provision of information to auditors
Each of the persons who are Directors at the time when this
Directors' Report is approved has confirmed that:
-- so far as that Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
-- that Director has taken all the steps that ought to have been
taken as a director in order to be aware of any information needed
by the Company's auditors in connection with preparing their report
and to establish that the Company's auditors are aware of that
information.
Auditors
The auditors, RPG Crouch Chapman LLP have expressed their
willingness to continue in office and a resolution to reappoint
them will be proposed at the Annual General Meeting.
Events after the reporting date
There are no reportable events as defined by IAS 10 para 21.
This responsibility statement was approved by the Board of
Directors on 16 April 2018 and is signed on its behalf by:
W Borden James
Director
16 April 2018
DIRECTORS' REMUNERATION REPORT
This Remuneration Report sets out the Company's policy on the
remuneration of Directors together with details of Directors'
remuneration packages and service contracts for the year ended 31
December 2017.
The first part is the Annual Remuneration Report which details
remuneration awarded to Directors during the year. The Annual
Remuneration Report will be proposed as an ordinary resolution to
shareholders at the forthcoming Annual General Meeting, the date of
which will be notified to shareholders in due course.
The second part is the Remuneration Policy Report which details
the remuneration policy for Directors. This policy will be subject
to a binding vote by shareholders at the forthcoming Annual General
Meeting and if approved will apply until the completion of an
acquisition. The policy is very much in line with the existing
policy set out in the prospectus dated 7 October 2016.
Until an acquisition is made, the Company will not have a
separate remuneration committee. The Board as a whole will review
the scale and structure of the Directors' fees, taking into account
the interests of shareholders and the performance of the Company
and Directors. Following the completion of an acquisition, the
Board intends to put in place a remuneration committee.
The Company maintains contact with its shareholders about
remuneration in the same way as other matters and, as required by
Section 439 of the Companies Act 2006, this remuneration report
will be put to an advisory vote of the Company's shareholders at
the forthcoming Annual General Meeting.
Annual Remuneration Report
Directors' emoluments (audited)
Total
fees paid In advance Bonuses Benefits Pension Total Total
2017 2017 2017 2017 2017 2017 2016
----------- ----------- -------- --------- -------- ---------- -----------
W Borden James GBP36,000 - - - - GBP36,000 GBP21,000
Richard Hartheimer GBP25,000 - - - - GBP25,000 GBP12,500
Norman Connell GBP25,000 - - - - GBP25,000 GBP12,500
Total GBP86,000 - - - - GBP86,000 GBP46,000
W Borden James, Richard Hartheimer and Norman Connell were
appointed as Directors of the Company on 1st July 2016.
Each of the Directors' appointments shall be for an initial term
commencing on the date hereof and ending on completion of the
acquisition by the Company.
As the Company is non-operational, all the Directors are
non-executive.
Payments to past Directors
No payments were made to past Directors in the year ended 31
December 2017.
Payments for loss of office
No payments for loss of office were made in the year ended 31
December 2017.
Directors' interests
The table below sets out the interests of the Directors in the
Company's shares at 31 December 2017.
Current Directors Ordinary shares %
-------------------- ------------------- ------
W Borden James 6,571,428 21.46
Richard Hartheimer - -
Norman Connell - -
--------------------- ------------------- ------
Since the year end there have been no changes to the interests
of the Directors in the Company's shares.
Remuneration of the non-executive Chairman
2017 2016
GBP GBP
--------------------------------------------------- -------- -------
W Borden James
Salaries and fees 36,000 21,000
--------------------------------------------------- -------- -------
71% - %
Annual bonus pay-out against maximum opportunity -
Long-term incentive vesting rates against maximum
opportunity -
--------------------------------------------------- -------- -------
The Company does not have a chief executive so the table
includes the equivalent information for the non-executive
Chairman.
Percentage change in remuneration of Director undertaking role
of Chairman
The 2016 salaries and fees were for the period from 1(st) July
2016 to 31(st) December 2016 consequently there are no comparatives
for 2016.
Statement of implementation of Remuneration Policy in the
following year
If the policy is approved at the Annual General Meeting, it is
intended that the Remuneration Policy takes effect immediately
after the date of approval. The vote on the Remuneration Policy is
binding in nature. The Company may not then make a remuneration
payment or payment for loss of office to a person who is, is to be,
or has been a Director of the Company unless that payment is
consistent with the approved remuneration policy or has otherwise
been approved by a resolution of members.
Consideration by the Directors of matters relating to Directors'
remuneration
The Board considered the Directors' remuneration in the year
ended 31 December 2017. No increases were awarded and no external
advice was taken in reaching this decision.
Remuneration Policy Report
The Remuneration Policy is the Company's policy on Directors'
remuneration, which will be proposed for a binding vote at the
forthcoming Annual General Meeting. If approved it is intended that
the policy will take effect immediately after the date of
approval.
In setting the policy, the Board has taken the following into
account:
-- The need to attract, retain and motivate individuals of a
calibre who will ensure successful leadership and management of the
Company;
-- The Company's general aim of seeking to reward all employees
fairly according to the nature of their role and their
performance;
-- Remuneration packages offered by similar companies within the same sector;
-- The need to align the interests of shareholders as a whole
with the long-term growth of the Company; and
-- The need to be flexible and adjust with operational changes
throughout the term of this policy.
Remuneration scenario for Directors
As there is no element of remuneration for performance, the
Directors will receive their fixed fees in accordance with the
letters of appointment dated 1 July 2016.
Approach to recruitment remuneration
All appointments to the Board are made on merit. The components
of a new Director's remuneration package (who is recruited within
the life of the approved remuneration policy) would comprise base
salary as outlined above and the approach to such appointments are
detailed within the Future Policy Table above. The Company will pay
such levels of remuneration to new directors that would enable the
Company to attract appropriately skilled and experienced
individuals that are not in the opinion of the remuneration
committee excessive.
Service contracts
The non-executive Directors are contracted under letters of
appointment with the Company and do not have a contract of
employment with the Company. None of the Directors are entitled to
receive compensation for loss of office, they are all appointed on
rolling one year contracts which are subject to termination on
three months' notice on either side and are subject to annual
re-election in accordance with the Company's Articles of
Association. The letters of appointment are kept at the Company's
registered office.
Policy on payment for loss of office
Termination payments will be calculated in accordance with the
existing letters of appointment. It is the policy of the Company to
appoint Directors without extended terms of notice which could give
rise to extraordinary termination payments.
Consideration of shareholders' views
No shareholder views have been taken into account when
formulating this policy. In accordance with the new regulations, an
ordinary resolution for approval of this policy will be put to
shareholders at the forthcoming Annual General Meeting.
This report was approved by the Board on 16 April 2018 and
signed on its behalf by
W Borden James
Director
INDEPENT AUDITOR'S REPORT TO THE MEMBERS
Opinion
We have audited the financial statements of Boston International
Holdings Plc for the year ended 31 December 2017 which comprise the
Company Statement of Financial Position, the Company Statement of
Comprehensive Income, the Company Cash Flow Statement, the Company
Statement of Changes in Equity and the related notes, 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 andthe
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 2017;
-- the company financial statements have been properly prepared
in accordance with IFRSs as adopted by the European Union; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) andapplicable law. Our
responsibilities under those standards are further described in the
Auditors'responsibilities for the audit of the financial statements
section of our report. We are independent ofthe Company in
accordance with the ethical requirements that are relevant to our
audit of the financialstatements in the United Kingdom, including
the Financial Reporting Council's Ethical Standard, andwe have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believethat the audit evidence we have
obtained is sufficient and appropriate to provide a basis for
ouropinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the Company's ability to continue to adopt the
goingconcern basis of accounting for a period of at least twelve
months from the date when the financial statements are authorised
for issue.
Key audit matters
We summarise below the risks of material misstatement that had
the greatest effect on our audit (in decreasing order of audit
significance), our key audit procedures to address those risks and
our findings from those procedures in order that the Company's
members as a body may better understand the process by which we
arrived at the audit opinion. Our findings are based on procedures
undertaken in the context of and solely for the purpose of our
statutory audit opinion on the Company Financial Statements as a
whole and consequently are incidental to that opinion and we do not
express discrete opinions on separate elements of the Company
Financial Statements.
Risk Our response to the Key observations communicated
risk to the Board (in lieu
of Audit Committee)
The going concern We discussed the current Our observations included
status of the Company status of the acquisition outlining the discussions
is considered to be with the directors held with management,
a risk area due to and gained an understanding the key judgments involved
the purpose of its of projected future and our understanding
existence being to events and timelines. of the most recent Prospectus
make an acquisition We considered the adequacy information of the potential
in the foreign exchange of management's disclosures acquisition.
sector and therefore in the financial statements
the uncertainty existing in respect of the acquisition,
until this has completed. taking into account
the existing commercial
sensitivities.
We also considered
the level of cash in
the Company in relation
to level of recurring
overheads in the company,
and the Company's exposure
to costs in case the
proposed acquisition
became abortive.
-------------------------------- -------------------------------
Completeness of accruals We reviewed the legal Our observations included
and provisions for & professional invoices an outline of the range
legal fees in the posted in the post of audit procedures performed
financial statements. year end period to and the results of our
ensure the 2017 accrualsin testing.
the financial statements
are materially complete.
We also held discussions
with management to
ascertain whether any
disputes exist and
are disclosed adequately
in the financial statements.
We also reviewed statements
of costs at the balance
sheet date received
directly from professional
advisors engaged by
the company.
-------------------------------- -------------------------------
Our application of materiality
We apply the concept of materiality in planning and performing
the audit, in evaluating the effect ofidentified misstatements on
the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent
of our audit procedures.
We determined materiality for the Company to be GBP16.5k, which
is 2% of Gross Assets. Gross Assets is considered to be the most
appropriate metric on which to base our materiality calculation.
The company is a special purpose acquisition company that had not
yet made an acquisition during the period since incorporation to
the end of the year under review. The funds raised through share
issues at a premium drive the Company's ability to acquire a
Company in the foreign exchange (FX) sector.
We therefore consider gross assets to be the most relevant
performance measure to the stakeholders of the Company.
During the course of our audit, we reassessed initial
materiality. There was no change requiredto the final
materiality.
An overview of the scope of our audit
Our audit involves applying the calculated materiality, adjusted
for our risk assessments of the year end balances and transaction
totals for the year, to the audit testing for each section. The
Company is a standalone entity in the year under review and
therefore this forms the basis for our audit testing. The adequacy
of the disclosure of post year end events forms an important part
of our work, as this is information used by the readers of the
accounts.
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 Auditors'
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 thefinancial 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the Strategic Report and the
Directors' Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act
2006.
-- the Directors' Report and Strategic report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the Strategic report and
the Directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the company financial statements are not in agreement with
the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern andusing the going concern basis of accounting unless the
directors either intend to liquidate the Company or to cease
operations or have no realistic alternative but to do so.
Auditors' 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
Auditors' 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 misstatementwhen it exists. Misstatements can arise from
fraud or error and are considered material if, individuallyor in
the aggregate, they could reasonably be expected to influence the
economic decisions of userstaken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on theFinancial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our Auditors' report.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 ofPart 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state tothe
Company's members those matters we are required to state to them in
an Auditors' report and forno 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.
Paul Randall BA ACA (Senior Statutory Auditor)
For and on behalf of
RPG Crouch Chapman LLP
Chartered Accountants
Statutory Auditors
62 Wilson Street
London
EC2A 2BU
Date: 16 April 2018
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2017
Notes 2017 2016
GBP GBP
------------------------------------------ ------ ---------- ----------
Reverse take-over costs (149,755) -
Listing expenses - (19,272)
Other operating expenses 4 (324,291) (164,350)
------------------------------------------ ------ ---------- ----------
OPERATING LOSS BEFORE TAXATION (474,046) (183,622)
Finance Income- bank interest 1,896
Income tax expense 5 - -
------------------------------------------ ------ ---------- ----------
LOSS FOR THE PERIOD ATTRIBUTABLE TO
EQUITY HOLDERS OF THE COMPANY (472,150) (183,622)
OTHER COMPREHENSIVE INCOME
Other comprehensive income - -
TOTAL COMPREHENSIVE INCOME /(LOSS) FOR
THE PERIOD (472,150) (183,622)
Basic and diluted loss per share (pence) 7 (0.016) (0.006)
========================================== ====== ========== ==========
The notes to the financial statements form an integral part of
these financial statements.
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2017
2017 2016
--------------------------------------- ------ ---------- ----------
Notes GBP GBP
--------------------------------------- ------ ---------- ----------
CURRENT ASSETS
Other receivables 6 15,654 10,513
Cash and cash equivalents 811,300 1,211,344
------------------------------------------ ------ ---------- ----------
TOTAL CURRENT ASSETS 826,954 1,221,857
CURRENT LIABILITIES
Other payables (98,225) (30,978)
------------------------------------------ ------ ---------- ----------
TOTAL CURRENT LIABILITIES (98,225) (30,978)
NET ASSETS 728,729 1,190,879
========================================== ====== ========== ==========
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS
OF THE COMPANY
Share capital 8 306,209 296,209
Share premium 1,078,292 1,078,292
Retained earnings (655,772) (183,622)
------------------------------------------ ------ ---------- ----------
TOTAL EQUITY 728,729 1,190,879
========================================== ====== ========== ==========
The financial statements of Boston International HoldingsPlc for
the year ended 31 December 2017 were authorised for issue by the
Company's Board of Directors on 16 April 2018.
The accompanying notes are an integral part of these financial
statements.
W Borden James
Director
STATEMENT OF CASH FLOW
FOR THE YEARED 31 DECEMBER 2017
2017 2016
GBP GBP
-------------------------------------------- ---------- ----------
Cash flow from operating activities
Loss before tax (472,150) (183,622)
Changes in working capital
Other receivables (5,141) (10,513)
Other payables 67,246 30,978
--------------------------------------------- ---------- ----------
Net cash outflow from operating activities (410,044) (163,157)
Cash flow from financing activities
Proceeds from issue of share 10,000 1,374,501
--------------------------------------------- ---------- ----------
Net cash inflow from financing activities 10,000 1,374,501
Net increase in cash and cash equivalents (400,044) 1,211,344
Cash and cash equivalents at beginning 1,211,344 -
of period
Cash and cash equivalents at end of
period 811,300 1,211,344
============================================= ========== ==========
The accompanying notes are an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2017
Share Share Premium Profit Total
Capital and Loss Equity
account
GBP GBP GBP GBP
----------------------- --------- -------------- ---------- ----------
Issue of shares 296,209 1,078,292 - 1,374,501
Loss for the period
after tax - - (183,622) (183,622)
------------------------- --------- -------------- ---------- ----------
At 31st December 2016 296,209 1,078,292 (183,622) 1,190,879
========================= ========= ============== ========== ==========
Issue of shares 10,000 40,000 - 50,000
Expenses charged to Share Premium
Account (40,000) - (40,000)
Loss for the period after tax (472,150) (472,150)
------------------------------------- -------- ---------- ---------- ----------
At 31st December 2017 306,209 1,078,292 (655,772) 728,729
===================================== ======== ========== ========== ==========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2017
1. GENERAL INFORMATION
The Company was incorporated on 17 November 2015 in accordance
with the laws of England and Wales as a private company limited by
shares and re-registered as a public limited company on 14 June
2016.
The Company's Ordinary shares commenced trading on the main
market of the London Stock Exchange on 12(th) October 2016.
The Company's nature of operations is to act as a special
purpose acquisition company.
2. ACCOUNTING POLICIES
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted for
use by the European Union and IFRIC interpretations applicable to
companies reporting under IFRS. The financial statements have been
prepared under the historical cost convention as modified for
financial assets carried at fair value.
The financial information of the Company is presented in British
Pound Sterling ("GBP").
Standards and interpretations issued but not yet applied
At the date of authorisation of this financial information, the
directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the Company.
Comparative figures
The comparative figures shown for 2016 cover the period from
incorporation on 17 November 2015 to 31 December 2016.
Going concern
This financial statement has been prepared on a going concern
basis, which assumes that the Company will continue to be able to
meet its liabilities as they fall due for the foreseeable
future
Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in otherperiods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheetdate between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred income tax liabilities
are recognised in full for all temporary differences. Deferred
income tax assets arerecognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to theextent that it is probable that taxable profits will
be available against which the deductible temporary differences,
and carry-forward of unused tax credits and unused losses can be
utilised.
The carrying amount of deferred income tax assets is assessed at
each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available
to allow all or part of the deferred income taxasset to be
utilised. Unrecognised deferred income tax assets are reassessed at
each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to berecovered.
Financial instruments
Financial assets and financial liabilities are recognised on the
statement of financial position when the company becomes a party to
the contractual provisions of the instrument.
Financial assets
Financial assets within the scope of IAS 39 are classified as
either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any
financial assets at fair value through profit or loss, and in the
categories of held-to-maturity investments and available-for-sale
financial assets.
Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the
Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the company after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or financial
liabilities measured at amortised costs.
Financial liabilities are classified as at fair value through
comprehensive income statement if the financial liability is either
held for trading or it is designated as such upon initial
recognition.
Other financial liabilities
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only
when, the Company's obligations are discharged, cancelled or they
expire.
Operating segments
As the company has not completed an acquisition there is no
activity to report.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements in conformity with IFRS
requires management to make estimates and assumptions that affect
the reported amounts of income, expenditure, assets and
liabilities. Estimates and judgements are continually evaluated,
including expectations of future events to ensure these estimates
to be reasonable.
The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The Company's nature of operations is to act as a special
purpose acquisition Company. This significantly reduces the level
of estimates and assumptions required.
4. LOSS BEFORE TAXATION
The loss before income tax is stated after charging:
2017 2016
GBP GBP
Auditors' remuneration:
Fees payable to the Company's auditor for the
audit of the Company's annual accounts 12,000 10,000
Fees payable to the Company's former auditor:
- for other services:
- preparation of report in connection with the 4,404 4,114
admission of the Company's shares on the London
Stock Exchange 52,500 7,500
------------------------------------------------------------- --------- ----------
5. INCOME TAX EXPENSE
The Company is regarded as resident for the tax purposes in the
United Kingdom.
No tax is applicable to the Company for the period ended 31
December 2017. No deferred income tax asset has been recognised in
respect of the losses carried forward, due to the uncertainty as to
whether the Company will generate sufficient future profits in the
foreseeable future to prudently justify this.
6. OTHER RECEIVABLES
2017 2016
GBP GBP
------------- ------- -------
Prepayments 15,564 10,513
------------- ------- -------
7. LOSS PER SHARE
Basic loss per ordinary share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares. There are currently no
dilutive potential ordinary shares.
Loss per share attributable 2017 2016
to ordinary shares
Earnings GBP ( 472,150) ( 183,622)
------- ----------- ------------------
Weighted average number of shares Unit 30,262,044 29,620,948
------- ----------- ------------------
Per share amount Pence ( 0.0156) (0.0062)
------- ----------- ------------------
SHARE CAPITAL
Shares GBP
------------------------------------------- ------------------ ------------- ----------
Issued, called up and fully paid Ordinary
shares of GBP0.01 each
Share issue 18th May 2016 6,571,428 65,714
Share issue 6th October 2016 23,049,520 230,495
Share issue 2nd May 2017 1,000,000 10,000
Issued, called up and fully paid Ordinary
shares of GBP0.01 each at 31 December
2017 30,620,948 306,209
================================================================= ============= ==========
Share issues
On 17th November 2015 (date of incorporation), one share was
issued at GBP1 each. On 18 May 2016, the Founder invested
GBP230,000 by subscribing for 6,571,328 Ordinary Shares at 3.5
pence per Ordinary Share. On 6 October 2016, the Company closed a
private placing raising approximately GBP1,152,476 through the
issue of 23,049,520 Ordinary Shares to the Places at a price of 5
pence per Ordinary Share.On 2(nd) May 2017, the Company closed a
private placing raising approximately GBP50,000 through the issue
of 1,000,000 Ordinary Shares to the Places at a price of 5 pence
per Ordinary Share.
8. DIRECTORS REMUNERATION
Directors remuneration (audited):
Total In advance
fees paid Bonus Benefits Pension Total Total
2017 2017 2017 2017 2017 2017 2016
----------- ----------- -------- ----------- ------------ ---------- ----------
W Borden James GBP36,000 - - - - GBP36,000 GBP21,000
Richard Hartheimer GBP25,000 - - - - GBP25,000 GBP12,500
Norman Connell GBP25,000 - - - - GBP25,000 GBP12,500
Total GBP86,000 - - - - GBP86,000 GBP46,000
The Directors were appointed for an initial term commencing on
1st July 2016 and ending on completion of the acquisition by the
Company of an operating company or business, at which time each
Director shall retire from office and offer himself for
re-appointment by the members.
During the year to 31 December 2017 there were no staff costs,
as no staff were employed by the Company, other than the Directors
fees.
9. CAPITAL MANAGEMENT POLICY
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. The capital structure of the Company consists
of borrowings and equity attributable to equity holders of the
Company, comprising issued share capital and reserves.
10. FINANCIAL RISK MANAGEMENT
The Company uses a limited number of financial instruments,
comprising cash, short-term deposits, bank loans and overdrafts and
various items such as trade receivables and payables, which arise
directly from operations. The Company does not trade in financial
instruments.
Financial risk factors
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
a) Currency risk
The Company does not operate internationally and its exposure to
foreign exchange risk is limited to the transactions and balances
that are denominated in currencies other than Pounds Sterling.
b) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and available funding through an adequate amount of committed
credit facilities. The Company ensures it has adequate resource to
discharge all its liabilities. The directors have considered the
liquidity risk as part of their going concern assessment. (See note
2).
d) Cash flow interest rate risk
The Company has no significant interest-bearing liabilities and
assets. The Company monitors the interest rate on its interest
bearing assets closely to ensure favourable rates are secured.
Fair values
Management assessed that the fair values of cash and short-term
deposits, trade receivables, trade payables, bank overdrafts and
other current liabilities approximate their carrying amounts
largely due to the short-term maturities of these instruments.
11. FINANCIAL INSTRUMENTS
The Company's principal financial instruments comprise cash and
cash equivalents, trade and other receivables and trade and other
payables. The Company's accounting policies and method adopted,
including the criteria for recognition, the basis on which income
and expenses are recognised in respect of each class of financial
assets, financial liability and equity instrument are set out in
Note 2. The Company does not use financial instruments for
speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
2017 2016
Financial assets GBP GBP
--------------------------------------------- ---------- ----------
Loans and receivables
Other receivables 15,654 10,513
Cash and cash equivalents 811,300 1,211,344
--------------------------------------------- ---------- ----------
Total financial assets 826,954 1,221,857
--------------------------------------------- ---------- ----------
Financial liabilities measured at amortised
cost
--------------------------------------------- ---------- ----------
Other payables 98,225 30,978
Total financial liabilities 98,225 30,978
--------------------------------------------- ---------- ----------
There are no financial assets that are either past due or
impaired.
12. PENSION COMMITMENT
The Company has no pension commitments at the end of the
period.
13. OPERATING LEASES
During the period the company did not enter into any operating
leases.
14. RELATED PARTY TRANSACTIONS
Key management are considered to be the directors and the key
management personnel compensation has been disclosed in note 8.
During the period the Company did not enter into any material
transactions with related parties. As at the balance sheet date the
amounts due to the directors was GBPnil.
15. CONTROL
The Company has been notified of the following interests of 3
per cent or more in its issued share capital as at 27(th) March
2018.
Shareholder Shareholding %
----------------------------------- ------------- -------
Digger International Group PLTD 7,500,000 24.49%
Boston Merchant (HK) Limited 6,571,428 21.46%
Boston Merchant Financial PLTD 5,100,000 16.66%
Stephen Gibson 3,000,000 9.80%
SCA LTD 2,000,000 6.53%
David Bailey 1,000,000 3.27%
---------------------------------- ------------- -------
16. Events after the reporting date
There are no reportable events as defined by IAS 10 para 21.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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