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
FR BKBBDOBDDCBD
(END) Dow Jones Newswires
December 13, 2022 02:00 ET (07:00 GMT)
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