TIDMTMOR

RNS Number : 4424J

More Acquisitions PLC

13 December 2022

13 December 2022

More Acquisitions plc

("More" or the "Company")

Audited Accounts to 31 October 2022

The Board of More Acquisitions plc are pleased to present the Company's inaugural audited financial statements for the 13 months ended 31 October 2022.

The report will be available on the Company's website.

The Directors are pleased to re-confirm that the total costs for the IPO were capped at GBP50,000 (excl. VAT), as reported on the first day of dealings.

The Directors of the Company accept responsibility for the contents of this announcement.

Enquiries

More Acquisitions plc

Rod McIllree / Charles Goodfellow

Peterhouse Capital Limited +44 (0)20 7469 0930

Financial Adviser

Narisha Ragoonanthun / Guy Miller / Brefo Gyasi

Corporate Broker

Lucy Williams / Duncan Vasey

Chairman's Statement

More Acquisitions is pleased to present its inaugural Annual Report to shareholders.

Launched onto the LSE Standard List on 4 March 2022 with great aplomb, More Acquisitions had from the very beginning a clear plan to find a suitable Reverse Takeover ("RTO") candidate to present to its shareholders. Your Directors set about this task with alacrity and considered numerous opportunities before alighting upon Megasteel Limited. On 23 September 2022, the Company was pleased to announce that it had signed conditional Heads of Terms in relation to the proposed acquisition of 100% of the issued share capital of Megasteel Limited, one of the largest stockholders and distributors of steel for the prestressing and post-tensioning of concrete in the UK. The RTO transaction is expected to close during Q1 2023.

In the view of the Directors, this proposed transaction represents an extremely exciting opportunity to bring a high-quality profitable long-standing British engineering concern to the market and provide, one hopes, healthy returns to More Acquisitions' shareholders over the medium term. The Board looks forward to bringing this transaction to a successful conclusion as soon as possible and will keep shareholders abreast of developments in this regard.

Charles Goodfellow

Non-executive Director

Statement of Profit or Loss and Other Comprehensive Income

For the period ended 31 October 2022

 
                                                                                                             20 22 
                                                                                                 Notes         GBP 
                                                                                                        ---------- 
 
   Administrative expenses                                                                         2     (113,639) 
   Operating loss before taxation                                                                        (113,639) 
                                                                                                        ---------- 
 
   Income tax                                                                                      4             - 
                                                                                                        ---------- 
   Loss for the period from continuing operations                                                        (113,639) 
 
   Loss for the period attributable to the owners of the Company and total comprehensive loss 
    for the period                                                                                       (113,639) 
  Earnings per share attributable to the owners of the Company 
  From loss from continuing operations/loss for the period: 
  Basic and diluted (pence per share)                                                              5      (0.16) p 
 

Statement of Financial Position

As at 31 October 2022

 
                                             2022 
                                Notes         GBP 
                                       ---------- 
 Current assets 
 Trade and other receivables      6        13,499 
 Cash and cash equivalents        7     1,151,671 
                                       ---------- 
 Total current assets                   1,165,170 
 
 Total assets                           1,165,170 
 
 Current liabilities 
 Trade and other payables         8      (28,808) 
                                       ---------- 
 Total current liabilities               (28,808) 
 
 Total liabilities                       (28,808) 
 
 Net assets                             1,136,362 
                                       ========== 
 
 Shareholders' equity 
 Share capital                    9     1,250,001 
 Retained earnings                      (113,639) 
                                       ---------- 
 Total shareholders' equity             1,136,362 
                                       ========== 
 

Statement of Changes in Equity

For the period ended 31 October 2022

 
                                                    Share     Retained      Total 
                                                   capital     earnings 
                                                        GBP         GBP         GBP 
-----------------------------------------------  ----------  ----------  ---------- 
 Balance at 17 September 2021                             -           -           - 
 Total comprehensive loss for the period ended            -   (113,639)   (113,639) 
 Shares issued in period                          1,250,001           -   1,250,001 
 
  Balance at 31 October 2022                      1,250,001   (113,639)   1,136,362 
-----------------------------------------------  ----------  ----------  ---------- 
 

Statement of Cash Flows

For the period ended 31 October 2022

 
                                                              20 22 
                                                   Note         GBP 
                                                         ---------- 
 Operating activities 
 Loss for the period ended 31 October 2022                (113,639) 
 Working capital adjustments 
 Increase in trade and other receivables            6      (13,499) 
 Increase in trade and other payables               8        28,808 
                                                         ---------- 
 Net cash used in operating activities                     (98,330) 
                                                         ---------- 
 
 Financing activities 
 Proceeds from issue of equity                      9     1,250,001 
                                                         ---------- 
 Net cash generated from financing activities             1,250,001 
                                                         ---------- 
 
 Net increase in cash and cash equivalents                1,151,671 
 Cash and cash equivalents at start of the year                   - 
 Cash and cash equivalents at end of the year       7     1,151,671 
                                                         ---------- 
 

Notes to the Financial Statements

For the period ended 31 October 2022

   1.    Accounting policies 

General information

More Acquisitions Plc (the "Company") is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is Peterhouse Capital Ltd, 3rd Floor, 80 Cheapside, London, EC2V 6EE.

The Company is listed on the standard segment of the main market of the London Stock Exchange.

Summary of significant accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

These financial statements have been prepared in accordance with the UK adopted International Accounting Standards and Companies Act 2006.

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of assets and liabilities held at fair value.

The preparation of financial statements in conformity with the UK adopted International Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. There were no areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates were significant in the financial statements. Financial statements are prepared in Sterling and to the nearest whole pound.

Going concern

The Company has reported a loss for the year of GBP113,639.

The Company had cash reserves at the year-end of GBP1,151,671.

The Directors therefore consider that the company has adequate resources to continue its operational existence for the foreseeable future.

New standards, amendments and interpretations adopted by the Company

The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 September 2021. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements:

 
 Standard                                          Impact on initial application                    Effective date 
------------------------------------------------  -----------------------------------------------  ------------------- 
 IFRS 10 and IAS 28 (Amendments)                   Sale or Contribution of Assets                   Unknown/ Postponed 
                                                   between an Investor and its Associate or Joint 
                                                   Venture 
 Amendments to IAS 1                               Classification of liabilities as current or      1 January 2024 
                                                   non- current 
 Amendments to IFRS 3                              Business Combinations - Reference to the         1 January 2022 
                                                   Conceptual Framework 
 Amendments to IAS 16                              Property, Plant and Equipment - Proceeds         1 January 2022 
                                                   before intended use 
 Amendments to IAS 37                              Provisions, Contingent Liabilities and           1 January 2022 
                                                   Contingent Assets - Onerous contracts - Cost 
                                                   of fulfilling 
                                                   a contract 
 Annual Improvements to IFRS Standard 2018-2020    Amendments to IFRS 1 First time adoption of      1 January 2022 
 Cycle                                             IFR 
                                                   Standards, IFRS 9 Financial Instruments, IFRS 
                                                   Leases 
 Amendments to IAS 1                               Amendments to IAS 1: Presentation of Financial   1 January 2023 
                                                   Statements and IFRS Practice Statement 2: 
                                                   Disclosure 
                                                   of Accounting Policies 
 Amendments to IAS 8                               Amendments to IAS 8: Accounting policies,        1 January 2023 
                                                   Changes in Accounting Estimates and Errors - 
                                                   Definition 
                                                   of Accounting Estimates 
 

New standards, amendments and interpretations not yet adopted

There are no IFRS's or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

Financial instruments

Financial assets and financial liabilities are recognised in the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.

For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

Financial liabilities

The Company classifies its financial liabilities in the category of financial liabilities measured at amortised cost. The Company does not have any financial liabilities at fair value through profit or loss.

Financial liabilities measured at amortised cost

Financial liabilities measured at amortised cost include:

Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.

Operating loss

Operating loss is stated after crediting all items of operating income and charging all items of operating expense.

Taxation

The tax currently payable is based on taxable profit or loss for the period. Taxable profit or loss differs from net profit or loss as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

Deferred taxation

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/ (assets) are settled/ (recovered).

   2.    Nature of expenses 
 
                         2022 
                          GBP 
                     -------- 
 Listing expenses      56,542 
 Bank fees              1,476 
 Share registrars       2,683 
 Accounting fees       21,000 
 Audit fee             19,400 
 Legal fees            12,044 
 Other expenses           494 
                     -------- 
                      113,639 
                     -------- 
 
   3.    Staff costs, including Directors 

During the year the Company had an average of 2 employees who were management. The employees are Directors of the Company.

 
                           2022 
                            GBP 
                          ----- 
 Wages and Salaries           - 
 Social security taxes        - 
                          ----- 
                              - 
                          ----- 
 

The Directors did not earn/ accrue any fees or salaries for the period ended 31 October 2022.

Directors' and key management personnel

Directors' remuneration for the period ended 31 October 2022 is as follows:

 
                      Salary   Fees   Share based payments   Total 
                         GBP    GBP                    GBP    2022 
                                                               GBP 
                     -------  -----  ---------------------  ------ 
 Rod McIllree              -      -                      -       - 
 Charles Goodfellow        -      -                      -       - 
                     -------  -----  ---------------------  ------ 
                           -      -                      -       - 
                     -------  -----  ---------------------  ------ 
 
   4.         Taxation 

The tax assessed on loss before tax for the period differs to the applicable rate of corporation tax in the UK for small companies of 19% The differences are explained below:

 
                                                                                  2022 
                                                                                   GBP 
                                                                            ---------- 
 Analysis of income tax expense: 
 Current tax                                                                         - 
 Deferred tax                                                                        - 
                                                                            ---------- 
 Total income tax expense                                                            - 
 
 Loss before tax                                                             (113,639) 
                                                                            ---------- 
 
 Profit before tax multiplied by effective rate of corporation tax of 19%            - 
 Effect of: 
 Capital allowances                                                                  - 
 Expenses not deductible for tax purposes                                            - 
 Losses carried forward                                                      (113,639) 
                                                                            ---------- 
 Tax charge in the income statement                                                  - 
                                                                            ---------- 
 

The Company has incurred tax losses for the year and a corporation tax expense is not anticipated. The amount of the unutilised tax losses has not been recognised in the financial statements as the recovery of this benefit is dependent on future profitability, the timing of which cannot be reasonably foreseen.

On 10 June 2021, the UK Government's proposal to increase the rate of UK corporation tax from 19% to 25% with effect from 1 April 2023 was enacted into UK law.

   5.    Earnings per ordinary share 

The earnings and number of shares used in the calculation of loss/earnings per ordinary share are set out below:

 
                                            2022 
                                     ----------- 
 Basic earnings per share 
 Loss for the financial period         (113,639) 
 Weighted average number of shares    71,423,610 
                                     ----------- 
 Earnings per share (pence)             (0.16) p 
                                     ----------- 
 

As at the end of the financial period ended 31 October 2022, there were 256,250,005 share warrants in issue, which had an anti-dilutive effect on the weighted average number of shares.

   6.    Trade and other receivables 
 
                  2022 
                   GBP 
               ------- 
 Prepayments    13,499 
               ------- 
                13,499 
               ------- 
 
   7.    Cash and cash equivalents 
 
                                  2022 
                                   GBP 
                            ---------- 
 Cash at bank and in hand    1,151,671 
                            ---------- 
                             1,151,671 
                            ---------- 
 

Cash and cash equivalents comprise cash at bank and other short-term highly liquid investments with an original maturity of three months or less. The Directors consider that the carrying value of cash and cash equivalents approximates to their fair value.

   8.    Trade and other payables 
 
                      2022 
                       GBP 
                  -------- 
 Accruals           22,920 
 Other payables      5,888 
                  -------- 
                    28,808 
                  -------- 
 

All trade and other payables fall due for payment within one year. The Directors consider that the carrying value of trade and other payables approximates to their fair value.

   9.    Share capital 
 
                                                        2022        2022 
 Issued and fully paid                                Number         GBP 
                                                ------------  ---------- 
 At 17 September - at incorporation                        1           1 
                                                ------------  ---------- 
 Total shares at GBP1 each                                 1           1 
                                                ------------  ---------- 
 
 Share consolidation: 
 1 share at GBP1 per share, consolidated into 
 100 shares at GBP0.01 per share                         100           1 
                                                ------------  ---------- 
 Total shares at GBP0.01 each                            100           1 
                                                ------------  ---------- 
 
 Ordinary shares issued at GBP0.01                 4,999,900      49,999 
 Ordinary shares issued at GBP0.01               120,000,100   1,200,001 
 At 31 October                                   125,000,100   1,250,001 
                                                ------------  ---------- 
 

On incorporation, the Company issued 1 Ordinary Share at GBP1 nominal value.

On 1 November 2021, the Company consolidated the 1 Ordinary Share at GBP1 in issue into 100 Ordinary Shares at GBP0.01 each.

On 11 February 2022, the Company issued 4,999,900 new Ordinary Shares at GBP0.01 per share.

On 4 March 2022, 120,000,100 new Ordinary Shares were issued at GBP0.01 per share.

10. Warrants

 
                                                                               2022          2022 
                                                Weighted average exercise price (p)        Number 
                                              -------------------------------------  ------------ 
 Outstanding at the beginning of the period                                       -             - 
 Lapsed during period                                                             -             - 
 Issued during year - investor warrants                                        1.5p   250,000,000 
 Issued during year - broker warrants                                            1p     6,250,005 
 Exercised during the period                                                      -             - 
                                              -------------------------------------  ------------ 
 Outstanding at the end of the period                                         1.48p   256,250,005 
                                              -------------------------------------  ------------ 
 

Investor warrants

On Admission, the Company issued 250,000,000 Investor Warrants. The Investor Warrant entitles the holder to subscribe for one Ordinary Share at GBP0.015 per Ordinary Share. The Investor Warrants are exercisable either in whole or in part for a period of 5 years from the date of Admission. The Investor Warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the Investor Warrant holders to exercise their warrants in this event. When the Company serves notice, any Investor Warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled.

Broker warrants

On Admission, the Company issued 6,250,005 Broker Warrants to Peterhouse Capital Limited. The Broker Warrants are exercisable at GBP0.01 per Ordinary Share and are exercisable either in whole or in part for a period of 5 years from the date of Admission. The Broker Warrants are non-transferable. The Broker Warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the Broker Warrant holders to exercise their warrants in this event. When the Company serves notice, any Broker Warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled.

11. Financial instruments

Categories of financial assets and liabilities

The following tables set out the categories of financial instruments held by the Company:

 
 Financial assets                    Loans and receivables 
                              Note                    2022 
                                                       GBP 
                                    ---------------------- 
 
 Cash and cash equivalents     7                 1,151,671 
                                    ---------------------- 
                                                 1,151,671 
 
 
 Financial liabilities              Financial liabilities measured at amortised cost 
                             Note                                               2022 
                                                                                 GBP 
                                   ------------------------------------------------- 
 
 Trade and other payables     8                                               28,808 
                                                                              28,808 
                                   ------------------------------------------------- 
 

The Company's financial instruments comprise cash and cash equivalents and trade payables that arise directly from the Company's operations. The main purpose of these instruments is to ensure that the Company has sufficient resources to fulfil its investment strategy. The main risks arising from holding these financial instruments are market risk and liquidity risk.

Market risk

All trading instruments are subject to market risk, the potential that future changes in market conditions may make any future investments less valuable, due to fluctuations in security prices, as well as interest and foreign exchange rates. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

Liquidity risks

The Company seeks to manage liquidity risk by ensuring sufficient liquid assets are available to meet foreseeable needs and to invest liquid funds safely and profitably. All cash balances are immediately accessible and the Company holds no trades payable that mature in greater than 3 months, hence a contractual maturity analysis of financial liabilities has not been presented. Since these financial liabilities all mature within 3 months, the Directors believe that their carrying value reasonably equates to fair value.

Capital Disclosure

The Company defines capital as issued capital and retained earnings as disclosed in statement of changes in equity. The Company manages its capital to ensure that the Company will be able to continue to pursue strategic investments and continue as a going concern. The Company does not have any externally imposed financial requirements.

12. Related party transactions

During the year, the Company issued 2,700,000 ordinary shares and 6,250,005 broker warrants to Peterhouse Capital Limited, a company connected to Charles Goodfellow and the Company's financial adviser and corporate broker. At period end GBP5,887.87 was owing to Peterhouse Capital Limited.

13. Operating lease commitments

At the balance sheet date, the Company had no outstanding commitments under operating leases.

14. Ultimate Controlling Party

The Company considers that there is no ultimate controlling party.

15. Post Balance Sheet Events

There were no significant Post Balance Sheet Events.

16. Capital Commitments

There were no contracts for capital expenditure at the period end.

17. Contingent Liabilities or assets

There were no contingent liabilities or assets at the period end.

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END

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December 13, 2022 02:00 ET (07:00 GMT)

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