TIDMBWN
RNS Number : 2187A
Bowen Fintech PLC
19 January 2024
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).
19 January 2024
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 2023.
Summary
-- Evaluated a number of potential acquisition targets and identified a suitable opportunity - Minnadeooyasan-Hanbai Co., Ltd ("MOH") - with attractive revenue growth, clear pathway to quality earnings and not reliant on raising new capital
-- Post period, signed conditional, non-legally binding heads of
terms to acquire 93.49% of the issued share capital of MOH, an
established and profitable crowdfunding services platform in
Japan
-- Subject to due diligence, final transaction documents and
various approvals, the Company will acquire MOH for c. GBP34.47
million to be satisfied through the issue of new shares priced at
15p, representing a 25% premium to the Company's closing share
price on 21 December 2023, the day prior to the announcement
-- As the acquisition would constitute a reverse takeover under
the Listing Rules, trading in the shares of the Company was
suspended on 22 December 2023, pending completion of the
transaction or the termination of discussions
-- As of 31 October 2023, the Company had cash and cash
equivalents of GBP1.6 million (30 April 2023: GBP1.7 million)
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/
Enquiries
Bowen Fintech plc c/o +44 (0)204 582
3500
Aamir Quraishi, Non-executive Chairman
--------------------
Gracechurch Group - Financial PR +44 (0)204 582 3500
--------------------
Harry Chathli, Claire Norbury
--------------------
Chairman's Statement
Dear Shareholders,
It is with pleasure that I present these interim financial
statements of Bowen Fintech Plc (the "Company") for the six-month
period ended 31 October 2023.
During this period, we worked tirelessly to identify and
evaluate a number of potential acquisition targets for the Company.
In addition to the criteria previously set out, we were keen to
identify a transaction opportunity that would not be wholly reliant
on raising significant new capital given the prevalent challenging
market conditions. At the same time, we made a conscious effort to
preserve cash in the Company as much as possible and as is
practical.
We are pleased to report that we did identify a suitable
opportunity with attractive revenue growth and clear pathway to
quality earnings, and on 22 December 2023, shortly after the
period, we announced the signing of conditional, non-legally
binding heads of terms to acquire 93.49% of the issued share
capital of Minnadeooyasan-Hanbai Co., Ltd ("MOH").
MOH is an established and profitable crowdfunding services
platform in Japan and solution provider for local investors seeking
returns from investment into real estate. The head office is
located in Tokyo and MOH is regulated under the Real Estate
Specified Joint Venture Act in Japan. In the last 16 years, MOH
management has advised that it has arranged over JPY 217 billion
(c. GBP1.2 billion at the prevailing exchange rate) in capital
raising from the Japanese market.
MOH is majority owned by Kyosei Bank Co., Ltd ("KBC"), a
privately owned company in Japan, and provides crowdfunding
services to a property holding and management company within the
same corporate group as KBC. This provides MOH with a proprietary
pipeline of projects to facilitate funds for, and (where it has the
resources to do so) occasionally MOH itself may participate in the
acquisition of land for development.
Subject to due diligence, final transaction documents and
various approvals, the Company will acquire a 93.49% interest in
MOH for a consideration of approximately GBP34.47 million to be
satisfied through the issue of new shares in the Company priced at
15p per ordinary share, representing a 25% premium to the closing
middle market price the day before the announcement of the proposed
acquisition.
As the acquisition would constitute a reverse takeover under the
Listing Rules, trading in the shares of the Company was suspended
on 22 December 2023, upon the request of the Directors, pending
completion of the transaction or the termination of discussions. We
look forward to completing the transaction as soon as practical
during 2024 and we will continue to update the market on our
progress.
Mr. Aamir Ali Quraishi
Non-Executive Chairman
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the six-month period ending 31 October 2023
31 October 2023 31 October 2022
(unaudited) (unaudited)
GBP GBP
Administrative expenses (45,047) (8,498)
Share-based payment charge - (88,050)
IPO related costs - (11,888)
--------------- ---------------
Operating loss (45,047) (108,436)
Loss before taxation (45,047) (108,436)
Income tax - -
--------------- ---------------
Loss for the period and
total comprehensive loss
for the period (45,047) (108,436)
--------------- ---------------
Loss per share
Basic and Diluted loss
per share (0.00) (0.021)
All items in the above statement are derived from continuing
operations.
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
As at 31 October 2023
31 October 2023 30 April 2023
(unaudited) (audited)
GBP GBP
Current assets
Cash and cash equivalents 1,589,414 1,730,544
Prepayments and other receivables 59,951 9,167
------------------- -----------------
Total assets 1,649,365 1,739,711
------------------- -----------------
Current liabilities
Trade and other payables (9,303) (62,769)
Accruals (8,167) -
------------------- -----------------
Total liabilities (17,470) (62,769)
------------------- -----------------
Net assets 1,631,895 1,676,942
------------------- -----------------
Capital and reserves
Share capital 550,000 550,000
Share premium account 1,352,043 1,352,043
Warrant reserve 88,050 88,050
Retained losses (358,198) (313,151)
------------------- -----------------
Total Shareholders' funds 1,631,895 1,676,942
------------------- -----------------
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
For the six-month period ending 31 October 2023
Share Share premium Warrant reserve Retained Total
capital losses
GBP GBP GBP GBP GBP
As at 1 May 2023 550,000 1,352,043 88,050 (313,151) 1,676,942
Comprehensive loss
for the period - - - (45,047) (45,047)
As at 31 October
2023 (unaudited) 550,000 1,352,043 88,050 (358,198) 1,631,895
------------------- ------------- -------------------- ------------- ---------
For the six-month period ending 31 October 2022
Share Share premium Warrant reserve Retained Total
capital losses
GBP GBP GBP GBP GBP
As at 1 May 2022 50,000 - - (64,976) (14,976)
Total 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 - (147,957) - - (147,957)
Share-based payments - - 88,050 - 88,050
------------------- ------------- -------------------- ------------- ------------
As at 31 October
2022 (unaudited) 550,000 1,352,043 88,050 (173,412) 1,816,681
------------------- ------------- -------------------- ------------- ------------
Other reserves comprise 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 six-month period ending 31 October 2023
31 October 2023 31 October 2022
(unaudited) (unaudited)
GBP GBP
Cash flows from operating activities
Loss for the period (45,047) (108,436)
Adjustments for:
Share-based payments - 88,050
Increase in prepayments and other
receivables (50,784) (718,000)
(Decrease)/increase in trade and
other payables (excluding share
issue costs) (45,299) 118,776
----------------- -----------------
Net cash outflows from operating
activities (141,130) (619,610)
----------------- -----------------
Cash flows from financing activities
Issue of ordinary shares - 2,000,000
Issue costs settled during the period - (100,062)
Net cash inflows from financing
activities - 1,899,938
----------------- -----------------
Net (decrease)/increase in cash
and cash equivalents (141,130) 1,280,328
Opening balance of cash and cash
equivalents 1,730,544 9,463
----------------- -----------------
Closing balance of cash and cash
equivalents 1,589,414 1,289,791
----------------- -----------------
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IR QKFBNKBKBCDD
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