TIDMCRV
RNS Number : 1923R
Craven House Capital PLC
27 February 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
Craven House Capital PLC
("Craven House" or the "Company")
Unaudited Interim Report for the period ended 30 November
2022
CRAVEN HOUSE CAPITAL PLC
CRAVEN HOUSE CAPITAL PLC
INVESTMENT MANAGER'S REPORT FOR THE SIX MONTH PERIODED
30 NOVEMBER 2022
Statement by the Investment Manager
The Company's investment portfolio comprises minority
shareholdings in five Swedish-managed businesses operating in the
eCommerce and pharmaceutical sectors. The valuations of the
respective entities at the end of the period are as follows
Investment Value at 30 Nov Value at 31
2022 May 2022
Shares in Garimon Limited $290,000 $1,600,000
Shares in Stormfjord Limited $1,310,000 -
Shares in Rosedog Limited $1,600,000 $1,600,000
Shares in Honeydog Limited $1,600,000 $1,600,000
Shares in Bio Vitos Medical Limited $1,600,000 $1,600,000
The investee companies have each demonstrated positive progress
during the period however remain at a 'pre-revenue' stage of
business development. As previously disclosed on 15 November 2022,
the onebas.com domain was transferred out of Garimon during the
period into a new entity (Stormfjord Ltd). Stormfjord Ltd
subsequently raised $520,000 of arms-length financing, which valued
the domain at $5,000,000. The proceeds of the financing were used
to upgrade the functionality and capacity of the websites as well
as launch a PR / advertising campaign across key target
markets.
After the end of the period, BioVitos Ltd reported that it had
entered into a conditional agreement (the "Agreement") to undertake
a reverse takeover of Hemcheck Sweden AB, a company listed on the
Nasdaq Stockholm (as announced on 8 February 2023). As part of the
Agreement and subject to approval by Hemcheck's shareholders at an
EGM to be convened at a date still to be confirmed, Hemcheck will
create a new subsidiary ("NewCo") and transfer all current business
and assets of Hemcheck to this new subsidiary. Under the terms of
the Agreement, Bio Vitos has agreed to provide Hemcheck with
SEK1.23 million in cash, within 14 days after the approval of the
transaction by Hemcheck's shareholders.
Bio Vitos will then pay a further SEK4 million in cash, to
Hemcheck, within thirty days following the distribution of shares
in NewCo to Hemcheck shareholders.
In addition Bio Vitos has agreed to provide Hemcheck with its IP
rights (patents or patent applications) in respect of an active
substance Iron Succinate (Succifer and used in a marketed product
Inofer). In exchange, Bio Vitos will receive 259,654,000 shares in
Hemcheck, amounting to circa 88.3% of Hemcheck's share capital.
Desmond Holdings Ltd
Investment Manager to Craven House Capital Plc
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2022
Six months ended Year Ended
30 Nov 2022 30 Nov 2021 31 May 2022
Note (Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
CONTINUING OPERATIONS
Changes in fair value - - -
Administrative expenses (72) (78) (180)
OPERATING LOSS (72) (78) (180)
Interest expense - - (56)
------------ ------------ ------------
LOSS BEFORE INCOME TAX (72) (78) (236)
Income tax 2 - - -
------------ ------------ ------------
LOSS FOR THE PERIOD (72) (78) (236)
============ ============ ============
Earnings per share expressed
In cents per share:
Basic and diluted 5 (1.86) (2.02) (6.11)
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2022
Six months ended Year Ended
30 Nov 2022 30 Nov 2021 31 May 2022
(Unaudited) (Unaudited) (Audited)
Note $'000 $'000 $'000
ASSETS
NON-CURRENT ASSETS
Investments at fair value
through
profit or loss 3 6,400 6,400 6,400
--------- -------- --------------
6,400 6,400 6,400
--------- -------- --------------
CURRENT ASSETS
Trade and other receivables 32 16 43
Cash and cash equivalents 1 1 1
--------- -------- --------------
33 17 44
--------- -------- --------------
TOTAL ASSETS 6,433 6,417 6,444
========= ======== ==============
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 4 3,802 3,802 3,802
Share premium 11,153 11,153 11,153
Accumulated deficit (9,896) (9,666) (9,824)
--------- -------- --------------
TOTAL EQUITY 5,059 5,289 5,131
--------- -------- --------------
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 78 86 76
NON-CURRENT LIABILITIES
Other payables 1,296 1,042 1,237
--------- -------- --------------
TOTAL LIABILITIES 1,374 1,128 1,313
--------- -------- --------------
TOTAL EQUITY AND LIABILITIES 6,433 6,417 6,444
========= ======== ==============
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2022
Called
up share Share Accumulated
capital premium deficit Total
$'000 $'000 $'000 $'000
Balance at 1 June
2021 3,802 11,153 (9,588) 5,367
Changes in equity
Issue of share capital - - - -
---------- ---------- -------------- --------
Transactions with
owners 3,802 11,153 (9,588) 5,367
---------- ---------- -------------- --------
Loss for the period - - (78) (78)
Balance at 30 November
2021 3,802 11,153 (9,666 5,289
---------- ---------- -------------- --------
Changes in equity
Issue of share capital - - - -
---------- ---------- -------------- --------
Transactions with
owners 3,802 11,153 (9,666) 5,289
---------- ---------- -------------- --------
Loss for the period - - (158) (158)
Balance at 31 May
2022 3,802 11,153 (9,824) 5,131
---------- ---------- -------------- --------
Changes in equity
Issue of share capital - - - -
---------- ---------- -------------- --------
Transactions with
owners 3,802 11,153 (9,824) 5,131
---------- ---------- -------------- --------
Loss for the period - - (72) (72)
Balance at 30 November
2022 3,802 11,153 (9,896) 5,059
---------- ---------- -------------- --------
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2022
Six months ended Year Ended
30 Nov 30 Nov 31 May 2022
2022 2021
(Unaudited) (Unaudited) (Audited)
$'000 $'000 $'000
Cash flows from operating activities
Loss before income tax (72) (78) (236)
Adjustments for non-cash items
Decrease/(increase) in trade and
other receivables
Increase/(decrease) in trade and
other payables 11 22 (5)
Interest expense 2 (1) (11)
- - 56
------------ ------------ --------------
Net cash used in operating activities (59) (57) (196)
Cash flows from financing activities
Loans received 59 53 192
------------ ------------ --------------
Net cash from financing activities 59 53 192
Net decrease in cash and cash
equivalents - (4) (4)
Cash and cash equivalents at
the beginning
of the period 1 5 5
Cash and cash equivalents at
the end of the period 1 1 1
============ ============ ==============
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2022
1. ACCOUNTING POLICIES
General Information
Craven House Capital Plc is a company incorporated in the United
Kingdom under the Companies Act 2006. The address of the registered
office is given on the company information page. The Company is
listed on the AIM Market of the London Stock Exchange (ticker:
CRV).
The next annual financial statements of Craven House Capital Plc
will be prepared in accordance with International Financial
Reporting Standards and IFRIC interpretations and with those parts
of the Companies Act 2006 applicable to companies reporting under
UK adopted international standards. Accordingly, the interim
financial information in this report has been prepared using
accounting policies consistent with IFRS. IFRS are subject to
amendment and interpretation by the International Accounting
Standards Board (IASB) and the International Financial Reporting
Interpretations Committee (IFRIC) and there is an on-going process
of review and endorsement by the European Commission. The financial
information has been prepared on the basis of the IFRS that the
directors expect to be applicable as at 31 May 2023.
The financial information has been prepared under the historical
cost convention, except to the extent varied for fair value
adjustments required by accounting standards, and in accordance
with International Financial Reporting Standards and IFRIC
interpretations and with those parts of the Companies Act 2006
applicable to companies reporting under UK adopted international
standards. The principal accounting policies have been applied to
all periods presented.
This financial information is unaudited and does not constitute
statutory financial statements within the meaning of Section 434 of
the Companies Act 2006. The financial statements of the Company for
the year ended 31 May 2022, which were prepared in accordance with
International Financial Reporting Standards and IFRIC
interpretations and with those parts of the Companies Act 2006
applicable to companies reporting under UK adopted international
standards, have been reported on by the Company's auditors and
delivered to the Registrar of Companies. The report of the auditors
was unqualified and did not include any statement under Section 498
of the Companies Act 2006.
This financial information is presented in United States dollar,
rounded to the nearest $'000.
The directors do not propose the issuance of a dividend.
The interim financial information for the six months ended 30
November 2022 was approved by the directors on 24 February
2023.
Going concern
The directors consider that the Company is well placed to manage
its business risks successfully and have a reasonable expectation
that the Company has adequate resources to continue in operational
existence for the foreseeable future. Thus, they continue to adopt
the going concern basis of accounting in preparing the financial
information.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2022
2. Taxation
No tax charges arose in the period or in comparative periods as
a result of losses incurred.
3. Investments at fair value through profit or loss
Unquoted
equity investments
$'000 Total
$'000
As at 1 June 2022 and 30 November
2022 6,400 6,400
-------------------- --------
The value of Investments represents the Company's acquisitions
during 2020 of interests in the below-named four UK entities. These
are all unquoted investments and have therefore been measured on a
Level 3 basis as no observable market data is available. Further
information on each investment holding is as follows;
Shares in Garimon Limited are valued at $290,000 representing a
29.9% holding. The prior period valuation was used as a starting
point for estimation of fair value and the directors have applied
consideration to current facts and circumstances in reviewing the
November 2022 valuation. Garimon Limited is the owner of
"Magazinos.com", an on-line media magazine and periodical content
provision service
Shares in Stormfjord Limited are valued at $1,310,000
representing a 26.2% holding. The valuation of this shareholding is
supported by arms-length financing which occurred during the period
and represents the best indication of the fair value at the period
end. Stormfjord is the owner of www.onebas.com, an optimised search
engine providing a portal to music content freely circulating
online.
Shares in Honeydog Limited are valued at $1,600,000 representing
a 29.9% holding, unchanged from the prior period. The prior period
valuation was used as a starting point for estimation of fair value
and the directors have applied consideration to current facts and
circumstances in reviewing the November 2022 valuation. Honeydog
Limited is the 25% owner of the entity which owns the licence to
manufacture and distribute the chemotherapy drug, Temodex, which is
used in the treatment of brain tumours.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIODED 30 NOVEMBER 2022
3. Investments at fair value through profit or loss (continued)
Shares in Rosedog Limited are valued at $1,600,000 representing
a 29.9% holding, unchanged from the prior period. The prior period
valuation was used as a starting point for estimation of fair value
and the directors have applied consideration to current facts and
circumstances in reviewing the November 2022 valuation. Rosedog
Limited is the owner of TV Zinos (www.tvzinos.com), a website which
offers a number of free-to-view television channels
Shares in Bio Vitos Medical Limited are valued at $1,600,000 representing
a 24.5% holding, unchanged from the prior period. The prior period
valuation was used as a starting point for estimation of fair value
and the directors have applied consideration to current facts and
circumstances in reviewing the November 2022 valuation. Bio Vitos
has a portfolio of over 40 different Omega-3 supplements in addition
to its range of collagen products marketed under the "Ocean Skin
Lab" brand. During the prior period, Bio Vitos acquired the licence
to market a patented heart drug 'Succifer' (also marketed as 'Inofer'),
from Double Bond Pharmaceutical AB. The drug has been demonstrated
to improve iron uptake in patients with chronic heart conditions.
The businesses of all of the above portfolio investments are presently
loss-making although their cost bases are low and there is minimal
committed future expenditure, meaning that the extent and timing
of the Company's further investment in the businesses are highly
controllable. The Company and the incumbent management teams of
the investee companies will continue to work together with the aim
that these businesses become financially self-sustaining and generating
surpluses within the short- to medium-term and to crystallise additional
capital value for shareholders through strategic, third-party partnerships
.
4. Called up share capital
Authorised, issued and fully paid share capital as at 30 November
2022 is as follows:
Number Class: Nominal 30 Nov 31 May
Value 2022 2022
(Unaudited) (Audited)
$'000 $'000
3,863,590 Ordinary $1.00 3,802 3,802
3,802 3,802
------------ ------------
The aggregate nominal values of the ordinary shares include exchange
differences arising from the translation of shares at historic rates
and the translation at the rate prevailing at the date of the change
in functional currency.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2022
5. Earnings per share
The calculation of basic earnings per share is based on the loss
attributable to the equity holders of $72,000 divided by the
weighted average number of shares in issue during the period of
3,863,590 (six months ended 30 November 2021: loss of $78,000 and
3,863,590 shares; year ended 31 May 2022: loss of $236,000 and
3,863,590 shares).
6. Related party disclosures
Craven Industrial Holdings Plc
During the period, Craven Industrial Holdings Plc paid costs on
behalf of and advanced loans to the Company. At the period end, the
outstanding balance due to Craven Industrial Holdings Plc was
$1,296,335. Despite the common director in Mr M J Pajak, the board
of Craven House Capital Plc do not believe that Craven House
Capital Plc or Craven Industrial Holdings Plc are able to exert
control or influence over each other and neither are accustomed to
act in accordance with instructions from the other.
7. Events after the reporting period
On the 8(th) February 2023, the Company announced that its
subsidiary, BioVitos Ltd, had entered into a conditional agreement
to undertake an RTO of Hemcheck Sweden AB, a company listed on the
Nasdaq Stockholm. Under the terms of this agreement, BioVitos has
agreed to provide cash to Hemcheck in addition to IP rights
relating to an active substance Iron Succinate (Succifer and used
in a marketed product Inofer). In exchange, Bio Vitos will receive
259,654,000 shares in Hemcheck, amounting to circa 88.3% of
Hemcheck's share capital. This agreement remains subject to
approval at a meeting of Hemcheck's shareholders in the coming
weeks.
For further information please
contact: Tel: 0203 286 8130
Craven House Capital Plc
Mark Pajak
www.Cravenhousecapital.com
SI Capital Tel: 01483 413500
Broker
Nick Emerson
www.sicapital.co.uk
SPARK Advisory Partners Limited Tel: 0203 368 3550
Nominated Adviser
Matt Davis/James Keeshan
www.Sparkadvisorypartners.com
About Craven House Capital:
The Company's Investing Policy is primarily to invest in or
acquire a portfolio of companies, partnerships, joint ventures,
businesses or other assets participating in the e-Commerce
sector.
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