TIDMHOYE
RNS Number : 9619C
Honye Financial Services Ltd
21 June 2019
Honye Financial Services Ltd
(incorporated in the Cayman Islands with limited liability and
registered number 336262)
Interim results for the period ended 31 January 2019
CHAIRMAN'S STATEMENT
I am pleased to present the interim report and financial
statements of Honye Financial Services Ltd ("Honye") for the period
from our incorporation on 25 April 2018 to 31 January 2019 and
following our listing on the London Stock Exchange in December
2018.
Honye was formed as a special purpose company ("SPAC") to
undertake one or more acquisitions of a company or businesses
principally in Europe and Asia. The Company raised gross proceeds
of approximately GBP2.5 million (net proceeds of approximately GBP2
million) and its Ordinary Shares were admitted to trading on the
Official List of the London Stock Exchange (by way of a Standard
Listing) ("Admission") on 7 December 2018.
Since Admission, the Board has explored several possible
acquisition or investment opportunities and will continue to
actively seek out investment and/or acquisition opportunities.
Financial review
The loss for the period to 31 January 2019 was GBP588,459. This
primarily reflects the transaction costs associated with the
Company's listing on the London Stock Exchange ("LSE") and
fundraising as well as day-to-day administrative expenses.
The loss per share was GBP0.02.
At 31 January 2019, the Company had cash of GBP2.1 million,
derived from the subscription and placing at the time of admission
to the Standard Listing segment of the London Stock Exchange in
December 2018.
Dividends
The Directors do not propose a dividend for the period ended 31
January 2019.
Gareth Edwards
Non-Executive Chairman
21 June 2019
CONDENSED STATEMENT OF COMPREHENSIVE LOSS (UNAUDITED)
Period from
25 April 2018
to
Continuing operations Note 31 Jan 2019
Unaudited
GBP
Administrative expenses (588,459)
Operating loss (588,459)
Finance income -
Loss before taxation (588,459)
Taxation 7 -
---------------
Total comprehensive loss attributable
to equity holders of the Company
for the period (588,459)
---------------
Loss per share - basic and diluted
(GBP per share) 8 (0.02)
---------------
The accompanying notes form an integral part of these financial
statements.
CONDENSED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
AS AT 31 JANUARY 2019
Note 31 January 2019
Unaudited
GBP
Assets
Current assets
Prepayments and other receivables -
Cash and cash equivalents 9 2,076,555
----------------
Total current assets 2,076,555
Total assets 2,076,555
----------------
Equity and liabilities
Capital and reserves
Ordinary shares 11 246,414
Share premium 2,248,692
Accumulated losses (588,459)
----------------
Total equity 1,906,647
Liabilities
Current liabilities
Trade and other payables 10 169,908
----------------
Total current liabilities 169,908
Total equity and liabilities 2,076,555
----------------
The accompanying notes form an integral part of these financial
statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
FOR THE PERIODED 31 JANUARY 2019
Note Share Share premium Accumulated Total equity
capital losses
GBP GBP GBP GBP
Issue of shares on
incorporation on 25
April 2018 11 35,970 35,970
Share repurchase (35,970) (35,970)
Issue of shares during
the period 11 246,414 2,248,692 2,495,106
Total comprehensive
loss for the financial
period (588,459) (588,459)
--------- -------------- ------------ -------------
Balance at 31 January 2019 246,414 2,248,692 (580,126) 1,906,647
--------- -------------- ------------ -------------
The accompanying notes form an integral part of these financial
statements.
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
Period from
25 April 2018
to
31 January 2019
Unaudited
GBP
Cash flows from operating activities
Loss before taxation (588,459)
Adjustment for:-
Increase in receivables -
Increase in payables 169,908
-----------------
Net cash used in operations (418,551)
-----------------
Cash flows from financing activities
Proceeds from issue of ordinary
shares 2,495,106
-----------------
Net cash generated from financing
activities 2,495,106
-----------------
Net increase in cash and cash
equivalents 2,076,555
Cash and cash equivalents at beginning -
of the period
-----------------
Cash and cash equivalents at end
of the period 2,076,555
-----------------
The accompanying notes form an integral part of these financial
statements.
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL
STATEMENTS
1. GENERAL INFORMATION
The Company was incorporated and registered in the Cayman
Islands as a private company limited by shares on 25 April 2018
under the Commercial Law (as revised) of The Cayman Islands, with
the name Honye Financial Services Limited, and registered number
336262.
The Company's registered office is located at Ogier Global
(Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9901,
Cayman Islands.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to seek acquisition
opportunities.
3. SIGNIFICANT ACCOUNTING POLICIES
a) Basis of preparation
The condensed interim financial statements have been prepared in
accordance with the Disclosure and Transparency Rules of the
Financial Conduct Authority and International Accounting Standard
34 "Interim Financial Reporting" (IAS34) as adopted by the European
Union. The accounting policies applied by the Company in these
condensed interim financial statements are the same as those set
out in the Company's Prospectus dated 7 December 2018. No material
new standards, amendments to standards or interpretations are
effective in the period ending 31 January 2019. These financial
statements have been prepared under the historical cost
convention.
These condensed financial statements do not include all of the
information required for a complete set of IFRS financial
statements. However, selected explanatory notes are included to
explain events and transactions that are significant to an
understanding of the changes in the Company's financial position
and performance since inception.
The condensed interim financial statements are unaudited and
have not been reviewed by the auditors and were approved by the
Board of Directors on 20 June 2019.
The first audited statutory accounts for the Company are
expected to be drawn up for the period from incorporation 25 April
2018 to 31 July 2019, in accordance with Adopted IFRS effective at
that date, and will contain an unreserved statement of compliance
with Adopted IFRS.
The financial information is presented in Pounds Sterling (GBP),
which is the Company's functional and presentational currency.
No comparative figures have been presented as the financial
information covers the period from incorporation of the Company on
25 April 2018 to 31 January 2019.
A summary of the principal accounting policies of the Company
are set out below.
b) Going concern
The Company meets its day-to-day working capital requirements
through cash generated from the capital it has raised on admission
to the London Stock Exchange and subsequently. It has GBP2.1
million in cash as at 31 January 2019 which is sufficient for its
present needs. The Company is likely to need to raise additional
funds for planned acquisitions and this will likely be obtained
through further transactions through the market.
Taking its cash position into account, the Directors are
satisfied that the Company has adequate resources to continue in
operational existence for the foreseeable future and for a period
of not less than 12 months from the date of signing the financial
statements. Thus they continue to adopt the going concern basis of
accounting in preparing the interim financial statements.
c) Foreign currency translation
The financial statements of the Company are presented in the
currency of the primary environment in which the Company operates
(its functional currency).
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in profit and loss.
d) Financial instruments
A financial asset or a financial liability is recognised only
when the Company becomes a party to the contractual provisions of
the instrument. Financial assets and financial liabilities are
initially measured at fair value.
Transaction costs that are directly attributable to the
acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair
value through profit or loss) are added to or deducted from the
fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through
profit or loss are recognised immediately in profit or loss.
e) Impairment of financial assets
An assessment for impairment is undertaken when there is
objective evidence that a financial asset is impaired. Impairment
loss on financial assets is recognised when there is objective
evidence that the Company will not be able to collect all the
amounts due to it in accordance with the original terms of the
receivables. The amount of the impairment loss is determined as the
difference between the asset's carrying amount and the present
value of estimated future cash flows.
f) Financial liabilities
The Company's financial liabilities include other payables and
accruals. Financial liabilities are recognised when the Company
becomes a party to the contractual provision of the instrument. All
financial liabilities are recognised initially at their fair value,
net of transaction costs, and subsequently measured at amortised
cost, using the effective interest method, unless the effect of
discounting would be insignificant, in which case they are stated
at cost.
The Company derecognises financial liabilities when, and only
when, the Company's obligation are discharged, cancelled or they
expire.
g) Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on
call with banks and other short term (having maturity within 3
months) highly liquid investments that are readily convertible into
known amounts of cash and which are subject to an insignificant
risk of changes in value.
4. FINANCIAL RISK MANAGEMENT
a) Objectives and policies
The Company is exposed to a variety of financial risks: market
risk (including interest rate risk and currency risk), credit risk
and liquidity risk. The risk management policies employed by the
Company to manage these risks are discussed below. The primary
objectives of the financial risk management function are to
establish risk limits, and then ensure that exposure to risk stays
within these limits. The operational and legal risk management
functions are intended to ensure proper functioning of internal
policies and procedures to minimise operational and legal
risks.
b) Interest rate risk
All cash holdings and cash equivalents are held in accounts with
variable rates.
c) Currency risk
The Company is exposed to exchange rate fluctuations as
transactions could be undertaken denominated in foreign
currencies.
d) Credit risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Company. Credit allowances are made for estimated losses that have
been incurred by the reporting date.
Concentrations of credit risk exist to the extent that the
Company's cash were all held with DBS bank.
e) Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting the obligations associated with its financial
liabilities. The Company's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Company's reputation.
5. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an
entity about which separate financial information is available and
which are evaluated by the Board of Directors to assess performance
and determine the allocation of resources. The Board of Directors
are of the opinion that under IFRS 8 the Company has only one
operating segment and one geographic market in the UK. The Board of
Directors assess the performance of the operating segment using
financial information which is measured and presented in a manner
consistent with that in the Financial Statements. Segmental
reporting will be reviewed and considered in light of the
development of the Company's business over the next reporting
period.
Honey Financial Services Limited has no activities at present
other than reviewing possible investment opportunities.
6. DIRECTORS' EMOLUMENTS
Period from
4 December 2018
to 31 January
2019
GBP
Remuneration 16,317
------------
The annual remuneration of the Directors was as follows, with no
other cash or non-cash benefits.
Executive Director GBP
Wanbao Xu 50,000
-------
Non-executive Directors
Gareth Edwards 30,000
-------
Shaun Carew-Wootton 24,000
-------
7. TAXATION
The Company is incorporated in the Cayman Islands, and its
activities are subject to taxation at a rate of 0%.
8. LOSS PER SHARE
The Company presents basic and diluted earnings per share
information for its ordinary shares. Basic earnings per share are
calculated by dividing the profit attributable to ordinary
shareholders of the Company by the weighted average number of
ordinary shares in issue during the reporting period. Diluted
earnings per share are determined by adjusting the profit
attributable to ordinary shareholders and the weighted average
number of ordinary shares outstanding for the effects of all
dilutive potential ordinary shares.
There is no difference between the basic and diluted earnings
per share, as the Company has no potential ordinary shares.
Period
ended 31
January
2019
GBP
Loss attributable to ordinary shareholders
(GBP) (588,459)
Weighted average number of shares 24,641,350
Loss per share (expressed as GBP per
share)
(0.02)
--------------
9. CASH AND CASH EQUIVALENTS
As at 31
January
2019
GBP
Cash at bank 2,076,555
----------
10. TRADE AND OTHER PAYABLES
As at 31
January
2019
GBP
Other payables 169,908
-----------
11. SHARE CAPITAL
Number Nominal
Value GBP
Authorised
Ordinary shares of GBP0.01 each 1,000,000,000 10,000,000
Issued and fully paid
On Admission - 24,641,350 shares
of GBP0.01 each 24,641,350 246,414
-------------- -----------
The Company was incorporated and registered in The Cayman
Islands as a private company limited by shares on 25 April 2018. On
incorporation, the Company had an authorised share capital of
US$50,000 divided into 50,000 ordinary shares of a par value of
US$1 each. This has been converted to Pounds Sterling (GBP) using
the closing exchange rate GBP/US$ 1.39 on the date of incorporation
on 25 April 2018.
Pursuant to special resolution passed on 29(th) November 2018,
the Company resolved:
-- to redenominate its share capital from US$ to GBP;
-- to increase its authorised share capital to GBP10,000,000
divided into 1,000,000,000 Ordinary Shares;
-- a further 50,000 Ordinary Shares were issued for $50,000, the
proceeds of which were used to buy back the 50,000 shares of US$1
each in connection with redenomination of share capital.
As at admission on 4 December 2018, GBP246,414 of Ordinary
Shares in nominal value has been issued and fully paid (divided
into 24,641,350 issued Ordinary Shares of GBP0.01 each).
All of the issued Ordinary Shares are in registered form and the
Registrar is responsible for maintaining the Company's share
register.
The ISIN number of the Ordinary Shares is KYG4598W1024 and SEDOL
number is BGR5JO2.
12. CAPITAL MANAGEMENT
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising the return to
shareholders through the optimisation of the balance between debt
and equity.
The capital structure of the Company as at 31 January 2019
consisted of Ordinary Shares and equity attributable to the
shareholders of the Company, totalling GBP1,906,647 (disclosed in
the statement of changes in equity).
The Company reviews the capital structure on an on-going basis.
As part of this review, the directors consider the cost of capital
and the risks associated with each class of capital. The Company
will balance its overall capital structure through the payment of
dividends, new share issues and the issue of new debt or the
repayment of existing debt.
13. RELATED PARTY TRANSACTIONS
During the year, the Company has entered into the following
transactions with related parties:
-- Share Capital - details are disclosed in note 11.
-- Mr Wanbao Xu paid GBP79,851 administrative expenses on behalf of the Company.
-- The Company paid GBP175,357 to L&S Global Ltd for the
listing advisory fees during the period.
-- The remuneration of the Directors are set out in note 6.
14. ULTIMATE CONTROLLING PARTY
The ultimate controlling party of the Company is Mr Wanbao
Xu.
Enquiries:
Walbrook PR Limited Tel: 020 7933 8780
Paul Cornelius / Nick Rome / HonyeFinancialServices@walbrookpr.com
Sam Allen
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END
IR BIGDLUBDBGCG
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