TIDMPPHP
RNS Number : 7233R
Papillon Holdings PLC
25 September 2017
25 September 2017
PAPILLON HOLDINGS PLC
Half yearly report for the period ended 30 June 2017
Chairman's Report
Papillon Holdings PLC ("the Company") is an investment company
incorporated on 19 October 2015, with the original primary
objective of undertaking a single acquisition of a target company,
business or asset in the industrial or service sector.
With regard to our original objective, on 9 September 2016, the
Directors announced that it had signed a non-binding Heads of Terms
to acquire the entire issued share capital of Myclubbetting.com
Limited ("MCB"), a specialised betting and gaming related business.
However, almost a year later, on 6 September 2017, we had no
alternative but to announce that we had been unable to get to a
point where we could see visibility on completing the acquisition
following extensive due diligence. Therefore, the formal Sale and
Purchase agreement ('SPA') with the directors and principal
shareholders of Myclubbetting Ltd ('Myclubbetting') was terminated.
As part of the termination, Myclubbetting has agreed to refund all
costs incurred by Papillon during the transaction process,
including annual running costs of the public company beyond which
would be reasonably expected, amounting to GBP350,000 of all costs
in total, of which over GBP100,000 has been received from MCB to
date.
Notwithstanding the foregoing, on 13 September 2017, we were
delighted to announce that we have signed a non-binding Heads of
Terms to acquire the entire issued share capital of two companies
in a cash and shares deal ('the Acquisition') of Phestor Limited
('Phestor'), and Greenway Activated Carbon Limited together with
the Danish operating company, Phestor Denmark ('Greenway') which
are developing operations in the very high growth sector of energy
storage. These companies focus on ultra-supercapacitor development
for energy storage and the development and sale of high quality
active carbon production from biomass. The Acquisition, if
completed, would result in Papillon shareholders having a 50%
interest in the enlarged group (the 'Group'). It is important to
note that for many months I have been assisting and advising James
Thorpe, the principal of Greenway and Phestor, regarding the future
funding and operations of these companies and I am delighted to
have come to a mutually satisfactory agreement as to the way
forward with regard to this acquisition. I have received no fees
and have not benefitted in any way from advising Greenway and
Phestor.
Phestor is developing a new breed of large-scale, energy storage
and delivery systems. Its ultra- supercapacitors, with a
capacitance of over 100,000 Farad in a single unit, are targeted to
be far larger in size and far superior in performance to any other
supercapacitors on the market today. Physical energy storage is the
electrostatic storage of direct electrical energy and is made
possible without the need for a chemical reaction or mechanical
action and are capable of 1,000,000 of charge and discharge
cycles.
Phestor plans to focus on markets such as back up to the
National Grid in the UK and other electricity supply networks
worldwide together with target markets such as manufacturing,
military, aerospace, science, power-tool and elevator industries,
which require large scale ultra-high-power solutions. These are
potentially extremely lucrative markets, with vast growth
potential.
Greenway plans to build and operate bio-refineries to extract
Hemicellulose, Cellulose, Proteins, Pectin, Lignin, Lipids, Silica
and Ash from sugar beet pulp, straw and brewery "Mask" biomass. It
has already identified large volumes of these low-cost precursor
feedstocks. High grade active carbon is extracted from this
process, along with other saleable by-products, which is patented
and for which the company has secured an exclusive European
licence, while the high-grade carbon produced will be sold to third
parties, the active carbon is a principal component of Phestor's
ultra-supercapacitors. The market dynamic for Greenway's product is
extremely positive due to the current and forecasted increased
requirement for high grade active carbon.
The Acquisition is subject and continues to be subject, inter
alia, to the completion of due diligence, documentation and
compliance with all regulatory requirements, including the Listing
and Prospectus Rules and, as required, the Takeover Code. As the
Acquisition will constitute a Reverse Takeover under the Listing
Rules, the listing in the Company's ordinary shares were suspended,
and continue to be suspended pending the publication of a
prospectus and the application for the enlarged Company to have its
Ordinary Shares readmitted to the Official List and to trading on
the main market for listed securities of the London Stock
Exchange.
The directors are pleased with this proposed acquisition of
enormous potential which will, if completed, give the Company
access to the fast-growing energy storage market with its multiple
applications and markets. Work has started regarding due diligence
and the directors aim to complete this acquisition as quickly as
possible.
I would personally like to thank our shareholders for their
patience during the failed acquisition of MCB and we look forward
to a successful future post the completion of the acquisition of
Phestor and Greenway.
Results for the period
For the period from 1 January 2017 to 30 June 2017, the
Company's results included the ongoing running costs of the Company
including listing fees on the London Stock Exchange and other
advisory costs. The fees for the aborted acquisition of MCB have
not been included in this period, the expenses of which will be
mitigated by the receipt of funds from MCB of which we have
received GBP110,000 since the period end.
Long-term strategy and business objectives
The Company recently announced that we have signed a non-binding
Heads of Terms to acquire the entire issued share capital of two
companies in a cash and shares deal ('the Acquisition') of Phestor
Limited ('Phestor'), and Greenway Activated Carbon Limited together
with the Danish operating company, Phestor Denmark ('Greenway')
which seek to operate in the very high growth sector of energy
storage primarily. These companies focus on ultra-supercapacitor
development for energy storage and the development and sale of high
quality active carbon production from biomass.
Risks and uncertainties
The Company is a relatively new entity, with only a brief
operating history, and therefore, investors have no basis on which
to evaluate the Company's ability to achieve its objective of
identifying, acquiring and operating one or more companies or
businesses.
Whilst the company has recently announced that it is seeking to
acquire the businesses of Phestor Limited and Greenway Activated
Carbon Limited, the directors are unable to offer assurance that
this acquisition will complete.
Going Concern
As stated in Note 1 to the condensed financial statements, the
directors are satisfied that the Company has sufficient resources
to continue in operation for the foreseeable future, a period of
not less than 12 months from the date of this report. Accordingly,
they continue to adopt the going concern basis in preparing the
condensed financial statements.
Post Balance Sheet Events
On 13 September 2017, the Company announced that it had signed a
non-binding Heads of Terms to acquire the entire issued share
capital of two companies in a cash and shares deal ('the
Acquisition') of Phestor Limited ('Phestor'), and Greenway
Activated Carbon Limited together with the Danish operating
company, Phestor Denmark. ('Greenway') which plans to operate in
the very high growth sector of energy storage primarily. These
companies focus on ultra-supercapacitor development for energy
storage and the development and sale of high quality active carbon
production from biomass. The Acquisition, if completed, would
result in Papillon shareholders having a 50% interest in the
enlarged group (the 'Group').
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared
in accordance with IAS 34 'Interim Financial Reporting';
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year; and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to
provide additional information to shareholders to assess the
Company's strategies and the potential for those strategies to
succeed. The IMR should not be relied on by any other party or for
any other purpose.
James Longley
Chairman
25 September 2017
PAPILLON HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
Period Period ended Period ended
ended
30 June 30 June 31 December
2017 2016 2016
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (unaudited)
Administrative expenses (148) (46) (284)
Listing costs (39) - (119)
Admission costs - (172) -
-------------- -------------- --------------
Loss before taxation (187) (218) (403)
Taxation - - -
-------------- -------------- --------------
Loss for the period (187) (218) (403)
Loss per share - basic
and diluted (pence) (0.14p) (1.37p) (0.574p)
-------------- -------------- --------------
PAPILLON HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
Share Share Preferred Retained Total
Capital premium Share earnings GBP
GBP ('000) GBP ('000) GBP GBP ('000) ('000)
('000)
Equity at the start - - - - -
of the period
Total recognised
income and expense
for the period - - - (218) (218)
Issue of share
capital 132 742 - - 874
------------ ------------ -------------- -------------- ------------
Equity at 30 June
2016 132 742 - (218) 656
Loss for the Period - - - (185) (185)
Issue of share
capital - (140) - - (140)
------------ ------------ -------------- ------------ ------------
Equity at 31 December
2016 132 602 - (403) 331
Loss for the Period - - - (187) (187)
Issue of share
capital - 128 (127) - 1
------------ ------------ -------------- ------------ ------------
Equity at 30 June
2017 132 730 (127) (590) 145
PAPILLON HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
As at As at As at
30 June 30 June 31 December
2017 2016 2016
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (unaudited)
Assets
Current assets
Prepayments & other
receivables 214 39 268
Cash and cash equivalents 9 703 99
-------------- -------------- --------------
Total Assets 223 742 367
Equity and Liabilities
Share capital 132 132 132
Share premium 602 742 602
Retained earnings (590) (218) (403)
-------------- -------------- --------------
Total Equity 144 656 331
Current Liabilities
Trade payables - 1 4
Accruals 79 85 32
-------------- -------------- --------------
Total Liabilities 78 86 36
-------------- -------------- --------------
Total Equity and Liabilities 223 742 367
PAPILLON HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
Period ended Period Period
ended ended
30 June 30 June 31 December
2017 2016 2016
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (unaudited)
Cash flows from operating
activities
Operating loss (187) (218) (403)
(Increase) in trade
and other receivables 54 (39) (68)
Increase in trade
and other payables 43 86 36
-------------- -------------- --------------
Net cash flows from
operating activities (90) (171) (435)
Cash flows from financing
activities
Net proceeds from
issue of share capital - 874 534
-------------- -------------- --------------
Net cash flows from
financing activities - 874 534
-------------- -------------- --------------
Net increase in cash
and cash equivalents (90) 703 99
Cash and cash equivalents 99 - -
at the beginning
of the period
-------------- -------------- --------------
Cash and cash equivalents
at the end of the
period 9 703 99
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
1. General Information
Papillon Holdings Plc ('the company') is an investment company
incorporated in the United Kingdom. The address of the registered
office is 27-28 Eastcastle Street London W1E 8DN. The Company was
incorporated and registered in England and Wales on 19 October 2015
as a private limited company and re-registered on 24 June 2016 as a
public limited company.
2. Basis of preparation
This announcement was approved and authorised to issue by the
Board of directors on 26 September 2017.
The financial information in this interim report has been
prepared in accordance with the International Financial Reporting
Standards. IFRS comprises standards issued by the International
Accounting Standards Board (IASB) and the interpretations issued by
the International Financial Reporting Interpretations Committee
(IFRIC) as adopted by the European Union (EU).
There are no IFRS, or IFRIC interpretations that are effective
for the first time in this period that would be expected to have a
material impact on the company.
The financial information has been prepared under the historical
cost convention, as modified by the accounting standard for
financial instruments at fair value.
The Directors are of the opinion that the financial information
should be prepared on a going concern basis, in the light of the
Company's financial resources.
These condensed interim financial statements for the six months
ended 30 June 2017 and 30 June 2016 are unaudited and do not
constitute full accounts. The comparative figures for the period
ended 31 December 2016 are extracted from the 2016 audited
financial statements. The independent auditor's report on the 2016
financial statements was not qualified.
No taxation charge has arisen for the period and the Directors
have not declared an interim dividend.
Copies of the interim report can be found on the Company's
website at www.papillonholdingsplc.com.
Going concern
The directors are satisfied that the Company has sufficient
resources to continue in operation for the foreseeable future, a
period of not less than 12 months from the date of this report.
Accordingly, they continue to adopt the going concern basis in
preparing the condensed financial statements.
2. Loss per share
Basic loss per share is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period.
For diluted loss per share, the weighted average number of
ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares.
The calculation of basic and diluted earnings per share is based
on the following figures:
Period ended Period ended Period ended
30 June 30 June 31 December
2017 2016 2016
GBP GBP GBP
(unaudited) (unaudited) (unaudited)
Loss for the
period (186,808) (218,005) (402,742)
Weighted average
number of
shares - basic
and diluted 132,400,000 15,921,034 70,108,868
Basic earnings
per share (0.14p) (1.37p) (0.574p)
-------------- -------------- --------------
Diluted earnings
per share (0.14p) (1.37p) (0.574p)
-------------- -------------- --------------
The basic and diluted earnings per share are the same, since
where a loss is incurred the effect of outstanding share options
and warrants is considered anti-dilutive and is ignored for the
purpose of the loss per share calculation.
3. Share Capital
As at As at 30 As at 31
30 June June December
2017 2016 2016
GBP ('000) GBP ('000) GBP ('000)
(unaudited) (unaudited) (unaudited)
132,400,000 Ordinary
shares of GBP0.001
each (132) (132) (132)
-------------- -------------- --------------
4. Reports
A copy of this announcement will be mailed to shareholders and
copies will be available for members of the public at the Company's
Registered Office 27-28 Eastcastle Street London W1E 8DN.
**ENDS**
For further information visit www.papillonholdingsplc.com or
contact the following:
Charles Tatnall Papillon Holdings plc info@papillonholdingsplc.com
------------------------------ ---------------------------------------- -----------------------------
Financial Adviser
Jon Isaacs jisaacs@alfredhenry.com
Alfred Henry Corporate Finance Limited +44 (0) 20 7309 2242
------------------------------ ---------------------------------------- -----------------------------
Financial PR
Isabel de Salis / Olivia Vita St Brides Partners Limited info@stbridespartners.co.uk
+44 (0) 20 7236 1177
------------------------------ ---------------------------------------- -----------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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