TIDMBWN

RNS Number : 4300O

Bowen Fintech PLC

31 January 2023

This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

31 January 2023

Bowen Fintech Plc

("Bowen" or the "Company")

Interim Results

Bowen (LSE: BWN), a special purpose acquisition company formed to acquire businesses in the technology innovations market with a focus on the financial services sector, announces its interim results for the six months ended 31 October 2022.

Summary

-- Joined the Official List of the London Stock Exchange (by way of a Standard Listing) on 31 October 2022

-- Raised gross proceeds of GBP2 million through a placing of new ordinary shares of 1 penny each in the Company ("Ordinary Shares")

-- Post period, the Board commenced its search for acquisition opportunities in the technology innovations market with a focus on companies that own products or applications that are relevant to the financial services sector

-- As of 31 October 2022, the Company had cash and cash equivalents of GBP1.3 million, with GBP1.8 million held at 31 December 2022

Aamir Quraishi, Non-executive Chairman of Bowen, said: "This was a milestone period for Bowen as we became listed on the London Stock Exchange, marking the true start of our journey. While it is early days, we are excited at the prospect of evaluating the acquisition opportunities that we are being presented with so far. Whether it is for businesses or consumers, industries are being fundamentally transformed through innovation in technology - which is happening globally. This creates a substantial market opportunity for Bowen to acquire a business and to generate shareholder value through participating in that growth."

Enquiries

 
 Bowen Fintech Plc                         c/o +44 (0)204 582 
                                            3500 
 Aamir Quraishi, Non-executive Chairman 
                                          -------------------- 
 
 Optiva Securities Ltd - Broker            +44 (0)203 137 1903 
                                          -------------------- 
 Vishal Balasingham 
                                          -------------------- 
 
 Gracechurch Group - Financial PR          +44 (0)204 582 3500 
                                          -------------------- 
 Harry Chathli, Claire Norbury 
                                          -------------------- 
 

Website publication

A copy of this announcement, together with the full Interim Report with financial statements and notes to the financial statements, can be found on the Company's website at: https://ukbowen.com/

Introduction

Bowen was formed as a special purpose acquisition company to acquire businesses, or assets, in the technology innovations market with a focus on companies that own products or applications that are relevant to the financial services sector, such as digital payment systems, trading platforms and other related infrastructure. The Company raised gross proceeds of GBP2.0 million through a placing of Ordinary Shares was admitted to trading on the Official List of the London Stock Exchange (by way of a Standard Listing) ("Admission") on 31 October 2022.

Since Admission, the Board has begun screening and identifying potential acquisition targets and will update the market, as appropriate, in due course.

Financial Review

The loss for the period to 31 October 2022 was GBP0.1 million. This reflects the transaction costs of GBP11.9 thousand and share-based payment charge of GBP88.1 thousand associated with the Company's Standard Listing and fundraising as well as day-to-day administration expenses of GBP8.5 thousand.

The basic loss per share for H1 2023 was 2.1 pence.

As of 31 October 2022, the Company had cash and cash equivalents of GBP1.3 million (30 April 2022: GBP9,463) derived from the placing in relation to the Company's admission to the Standard Listing segment of the London Stock Exchange. As at 31 December 2022, cash and cash equivalents had increased to GBP1.8 million, reflecting the timing of receipt of the proceeds from the fundraising associated with the IPO on 31 October 2022.

Strategy & Outlook

As noted, Bowen is seeking to acquire businesses or assets in the technology innovations market, with a focus on companies that own products or applications that are relevant to the financial services sector, such as digital payment systems, trading platforms and other related infrastructure. Applications relating to other sectors may also be considered. While not limited to a particular geographic region, the Directors expect they will acquire a company mostly likely located in the UK, Europe, Asia or the US.

The Directors intend to consider businesses that are:

   --    founder or entrepreneur-led, typically with a buy-and-build strategy; 

-- preferably already revenue generating and within the small to medium cap range where the Board believes it has greater access and where the negotiation process is generally less time consuming than companies that are much larger;

-- at an inflection point, such as those requiring additional management expertise, are able to innovate by developing new products or services, or where the Board believes it can drive improved financial performance and it may help facilitate growth; and are

-- well positioned to benefit from being a public company and leverage the Board's capital markets experience.

The Board, collectively, has significant experience in establishing and growing businesses along with significant experience of managing public companies and risks associated with such ventures both operationally and financially. The Board believes that it has a broad network of contacts and corporate relationships that makes it efficient at sourcing and evaluating businesses and bridging cultural differences to negotiate and execute a transaction in a timely and professional manner.

In the unlikely event that an acquisition has not been announced within two years of Admission, shareholders of the Company will be given the opportunity to vote to extend the period in which to identify a relevant acquisition for 12 months or to windup the Company and return unused cash assets to shareholders.

UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME

For the period from 1 May 2022 to 31 October 2022

 
                                For the period     For the period 
                                 1 May 2022 to      21 April 2021 
                                                               to 
                               31 October 2022     30 April 2022* 
                                   (unaudited)          (audited) 
                                           GBP                GBP 
 
 
 
Administrative expenses                (8,498)           (64,976) 
Share-based payment charge            (88,050)                  - 
IPO related costs                     (11,888)                  - 
                              ----------------  ----------------- 
Operating loss                       (108,436)           (64,976) 
 
Loss before taxation                 (108,436)           (64,976) 
Income tax                                   -                  - 
                              ----------------  ----------------- 
Loss for the period and 
 total comprehensive loss 
 for the period                      (108,436)           (64,976) 
                              ----------------  ----------------- 
 
 
  Loss per share 
 
  Basic and Diluted loss 
  per share                            (0.021)            (0.013) 
                              ----------------  ----------------- 
 

*Comparative information has been included covering the period from incorporation to Company's first annual reporting date, as there were minimal transactions in the comparable 6 month period.

All items in the above statement are derived from continuing operations.

UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION

As at 31 October 2022

 
                                           31 October 2022   30 April 2022 
                                               (unaudited)       (audited) 
                                                       GBP             GBP 
Current assets 
Cash and cash equivalents                        1,289,791           9,463 
Prepayments & other receivables                    718,000               - 
                                       -------------------  -------------- 
Total assets                                     2,007,791           9,463 
                                       -------------------  -------------- 
Current liabilities: 
Director's Loan                                          -          15,439 
Trade and other payables                           129,215               - 
Accruals                                            78,000           9,000 
                                       -------------------  -------------- 
Total liabilities                                  207,215          24,439 
                                       -------------------  -------------- 
 
Net Assets (Liabilities)                         1,800,576        (14,976) 
                                       -------------------  -------------- 
 
  Capital and reserves 
Share capital                                      550,000          50,000 
Share premium account                            1,335,938               - 
Warrant reserve                                      8,050               - 
Retained Losses                                   (93,412)        (64,976) 
                                       -------------------  -------------- 
Total Shareholders' funds                        1,800,576        (14,976) 
                                       -------------------  -------------- 
 

UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY

For the period from 1 May 2022 to 31 October 2022

 
 
                                               Share       Share Premium        Warrant       Retained         Total 
                                                capital                         Reserve         losses 
                                                      GBP            GBP            GBP            GBP           GBP 
 
As at 1 May 2022                                   50,000              -              -       (64,976)      (14,976) 
Comprehensive loss for the 
 period                                                 -              -              -      (108,436)     (108,436) 
                                    ---------------------  -------------  -------------  -------------  ------------ 
                                                   50,000              -              -      (173,412)     (123,412) 
                                    ---------------------  -------------  -------------  -------------  ------------ 
Transactions with owners, 
 recorded directly in equity 
Ordinary Shares issued                            500,000      1,500,000              -              -     2,000,000 
Cost of share issue                                     -      (164,062)              -              -     (164,062) 
Share-based payments - Broker 
 Warrants                                               -              -          8,050              -         8,050 
Share-based payments - Founder 
 Warrants                                               -              -              -         80,000        80,000 
As at 31 October 2022 (unaudited)                 550,000      1,335,938          8,050       (93,412)     1,800,576 
                                    ---------------------  -------------  -------------  -------------  ------------ 
 
 

For the period from 21 April 2021 to 30 April 2022

 
 
                                           Share     Share Premium        Warrant       Retained     Total 
                                            capital                       Reserve        losses 
                                                GBP            GBP            GBP            GBP       GBP 
 
 As at 21 April 2021                              -              -              -              -         - 
  (date of incorporation) 
Total comprehensive loss for 
 the period                                       -              -              -       (64,976)  (64,976) 
                                -------------------  -------------  -------------  -------------  -------- 
                                                  -              -              -       (64,976)  (64,976) 
                                -------------------  -------------  -------------  -------------  -------- 
 
Transactions with owners, 
 recorded directly in equity 
Ordinary shares issued on 
 incorporation                               50,000              -              -              -    50,000 
As at 30 April 2022 (audited)                50,000              -              -       (64,976)  (14,976) 
                                -------------------  -------------  -------------  -------------  -------- 
 

Other reserves comprise of share premium representing consideration received in excess of nominal value of the share and share-based payment reserve.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

For the period from 1 May 2022 to 31 October 2022

 
                                                      For the period  For the period 
                                                     from 1 May 2022   from 21 April 
                                                                  to         2021 to 
                                                     31 October 2022   30 April 2022 
                                                         (unaudited)       (audited) 
                                                                 GBP             GBP 
Cash flows from operating activities 
Loss for the period                                        (108,436)        (64,976) 
Adjustments for: 
Share-based payments                                          88,050               - 
Decrease/(Increase) in prepayments 
 and other receivables                                     (718,000)               - 
(Decrease)/increase in trade and 
 other payables (excluding share 
 issue costs)                                                118,776           9,000 
                                              ----------------------  -------------- 
Net cash outflows from operating 
 activities                                                (619,610)        (55,976) 
                                              ----------------------  -------------- 
 
  Cash flows from financing activities 
Issue of Ordinary Shares                                   2,000,000          50,000 
Issue costs settled during the period                      (100,062)               - 
Director's Loan                                                    -          15,439 
Net cash inflows from financing 
 activities                                                1,899,938          65,439 
                                              ----------------------  -------------- 
 
  Net increase in cash and cash equivalents                1,280,328           9,463 
Opening balance of Cash and cash 
 equivalents                                                   9,463               - 
                                              ----------------------  -------------- 
Closing balance of Cash and cash 
 equivalents                                               1,289,791           9,463 
                                              ----------------------  -------------- 
 

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January 31, 2023 06:23 ET (11:23 GMT)

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