TIDMLAHL TIDMLAHW
RNS Number : 2637H
Landscape Acquisition Holdings Ltd
31 July 2019
Landscape Acquisition Holdings Limited
Interim Condensed Financial Information
for the Period from 1 November 2018
to 30 April 2019 (Unaudited)
Chairman's Statement
I am pleased to present to the shareholders the Company's
half-yearly unaudited financial report for the period ended 30
April 2019 with comparative period.
The Company
The Company raised gross proceeds of US$484 million in its
initial public offering ("IPO"), through the placing of Ordinary
Shares (with matching Warrants) at a placing price of $10 per
Ordinary Share and a further US$16 million through the subscription
of Founder Preferred Shares (with Warrants being issued to
subscribers of Founder Preferred Shares on the basis of one Warrant
per Founder Preferred Share). The Company was admitted to trading
with a standard listing on the Main Market of the London Stock
Exchange on 20 November 2017. As at 30 April 2019, the Company had
48,425,000 Ordinary Shares in issue. The net proceeds from the IPO
and the subscription of the Founder Preferred Shares are easily
accessible when required.
As set out in the Company's Prospectus dated 15 November 2017
(the "Prospectus"), the Company was formed to undertake an
acquisition of a target company ("Acquisition"). There is no
specific expected target value for the Acquisition and the Company
expects that any funds not used for the Acquisition will be used
for future acquisitions, internal or external growth and expansion,
purchase of outstanding debt and working capital in relation to the
acquired company or business. Following completion of the
Acquisition, the objective of the Company is expected to be to
operate the acquired business and implement an operating strategy
with a view to generating value for shareholders through
operational improvements as well as potentially through additional
complementary acquisitions following the Acquisition.
The Board of Directors continues to review a number of
acquisition targets and will remain disciplined in only proceeding
with an acquisition that it believes can produce attractive returns
to the Company's shareholders.
Financial Results
During the period commenced 1 November 2018 and ended 30 April
2019, the Company has incurred operating costs of US$0.5 million.
These expenses were more than offset by investment and other income
totalling US$6.0 million.
Principal Risks and Uncertainties
The Company set out in the Prospectus the principal risks and
uncertainties that could impact its performance; these principal
risks and uncertainties remain unchanged since that document was
published and are expected to apply in the remaining period to 31
October 2019. Your attention is drawn to that Prospectus for the
detailed assessment.
A copy of the Prospectus is available on the Company's website
(www.landscapeacquisitionholdingslimited.com) and has been
submitted to the National Storage Mechanism and is available for
inspection at www.morningstar.co.uk/uk/nsm.
Related Parties
Related party disclosures are given in note 14 to these
condensed interim financial statements.
Lord Myners of Truro CBE
Chairman
30 July 2019
Report of the Directors
The Directors have pleasure in submitting their Report and the
unaudited financial statements for the period from 1 November 2018
to 30 April 2019.
Status and activities
The Company was incorporated with limited liability under the
laws of the British Virgin Islands under the BVI Companies Act on 1
November 2017. The address of the Company's registered office is
Ritter House, Wickhams Cay II, Road Town, Tortola, VG1110, British
Virgin Islands. As at 30 April 2019, the Company had 48,425,000
Ordinary Shares in issue.
As set out in the Prospectus, the Company was formed to
undertake an acquisition of a target company ("Acquisition"). There
is no specific expected target value for the Acquisition and the
Company expects that any funds not used for the Acquisition will be
used for future acquisitions, internal or external growth and
expansion, purchase of outstanding debt and working capital in
relation to the acquired company or business. Following completion
of the Acquisition, the objective of the Company is expected to be
to operate the acquired business and implement an operating
strategy with a view to generating value for shareholders through
operational improvements as well as potentially through additional
complementary acquisitions following the Acquisition.
Following the Acquisition, the Company intends to seek
re-admission of the enlarged group to listing on the Official List
and to trading on the London Stock Exchange or admission to an
alternative stock exchange. The Company expects to acquire a
controlling interest in a target company or business. The Company
(or its successor) may consider acquiring a controlling interest
constituting less than the whole voting control or less than the
entire equity interest in a target company or business if such
opportunity is attractive; provided, the Company (or its successor)
would acquire a sufficient portion of the target entity such that
it could consolidate the operations of such entity for applicable
financial reporting purposes. The Company may issue additional
Ordinary Shares in connection with an Acquisition, which could
result in the Company's then existing Shareholders owning a
minority interest in the Company following the Acquisition.
The Company's efforts in identifying a prospective target
company or business are not limited to a particular industry or
geographic region. However, given the experience of the Founders,
the Company expects to focus on acquiring an operating company or
business with a real estate component (such as a business within
the hospitality, lodging, gaming, real estate or property services
or asset management industries) with either all or a substantial
portion of its activities in North America or Europe. The Company
may seek to raise further capital for the purposes of the
Acquisition.
Unless required by applicable law or other regulatory process,
no Shareholder approval will be sought by the Company in relation
to the Acquisition. The Acquisition will be subject to Board
approval, including by a majority of the Company's Non-Founder
Directors (as defined in the Prospectus).
The determination of the Company's post-Acquisition strategy and
whether any of the Directors will remain with the combined company
and on what terms will be made at or prior to the time of the
Acquisition.
If the Acquisition has not been announced by the second
anniversary of Admission, the Board will recommend to shareholders
either that the Company be wound up in order to return capital to
shareholders and holders of the Founder Preferred Shares, to the
extent assets are
Available, or that the Company continue to pursue the
Acquisition for a further 12 months from the second anniversary of
Admission. The Board's recommendation will then be put to a
shareholder vote (from which the Directors and each of TOMS
Acquisition II LLC and Imperial Landscape Sponsor LLC (together,
the "Founder Entities") will abstain).
The Company has identified the following criteria and guidelines
that it believes are important
in evaluating potential acquisition opportunities. It will
generally use these criteria and guidelines in evaluating
acquisition opportunities. However, it may also decide to enter
into the Acquisition of a target company or business that does not
meet these criteria and guidelines:
-- financial condition and results of operations;
-- growth potential;
-- brand recognition and potential;
-- experience and skill of management and availability of
additional personnel;
-- capital requirements;
-- stage of development of the business and its products or
services;
-- existing distribution or other sales arrangements and the
potential for expansion;
-- degree of current or potential market acceptance of the
products or services;
-- proprietary aspects of products and the extent of
intellectual property or other
protection for products or formulas;
-- impact of regulation and potential future regulation on the
business;
-- regulatory environment of the industry;
-- seasonal sales fluctuations and the ability to offset these
fluctuations through
other acquisitions, introduction of new products, or product
line extensions; and
-- the amount of working capital available.
Results and dividends
For the period ended 30 April 2019, the Company's profit was
US$5,482,264.
It is the Company's policy that no dividends will be declared
until after the Acquisition.
The Company's current intention is to retain any earnings for
use in its business operations, and the Company does not anticipate
declaring any dividends in the foreseeable future. The Company will
only pay dividends to the extent that to do so is in accordance
with all applicable laws.
Share capital
General:
As at 30 April 2019, the Company had in issue 48,425,000
Ordinary Shares and 1,600,000 Founder Preferred Shares.
2 Founder Preferred Shares were issued on 3 November 2017 at
US$10.00 per share and a further 1,599,998 issued on 14 November
2017, also at US$10.00 per share. There are no Founder Preferred
Shares held in Treasury. Each Founder Preferred Share was issued
with a Warrant as described in note 11.
48,425,000 Ordinary Shares were issued on 20 November 2017
(48,400,000 were issued in the IPO at US$10.00 per share and 25,000
were issued to the Non-Founder Directors in conjunction with the
IPO). There are no Ordinary Shares held in Treasury. Each Ordinary
Share was issued with a Warrant as described in note 11.
Founder Preferred Shares:
Details of the Founder Preferred Shares can be found in note 11
to the financial statements, and are incorporated into this Report
by reference.
Securities carrying special rights:
Save as disclosed above in relation to the Founder Preferred
Shares, no person holds securities in the Company carrying special
rights with regard to control of the Company.
Voting rights:
Holders of Ordinary Shares and Founder Preferred Shares have the
right to receive notice of and to attend and vote at any meetings
of members except, in the case of the holders of Ordinary Shares,
in relation to any Resolution of Members that the Directors, in
their absolute discretion (acting in good faith) determine is
necessary or desirable: (i) in connection with a merger or
consolidation in relation to, in connection with or resulting from
the Acquisition (including at any time after the Acquisition has
been made); or (ii) to approve matters in relation to, in
connection with or resulting from the Acquisition (whether before
or after the Acquisition has been made). Each holder of shares
being present in person or by proxy at a meeting will, upon a show
of hands, have one vote and upon a poll each such holder of shares
present in person or by proxy will have one vote for each share
held by him.
In the case of joint holders of a share, if two or more persons
hold shares jointly each of them may be present in person or by
proxy at a meeting of members and may speak as a member, and if one
or more joint holders are present at a meeting of persons, in
person or by proxy, they must vote as one.
Restrictions on voting:
No member shall, if the Directors so determine, be entitled in
respect of any share held by him to attend or vote (either
personally or by proxy) at any meeting of members or separate class
meeting of the Company or to exercise any other right conferred by
membership in relation to any such meeting if he or any other
person appearing to be interested in such shares has failed to
comply with a notice requiring the disclosure of shareholder
interests and given in accordance with the Company's articles of
association (the "Articles") within 14 calendar days, in a case
where the shares in question represent at least 0.25% of their
class, or within seven days, in any other case, from the date of
such notice. These restrictions will continue until the information
required by the notice is supplied to the Company or until the
shares in question are transferred or sold in circumstances
specified for this purpose in the Articles.
Transfer of shares:
Subject to the BVI Business Companies Act and the terms of the
Articles, any member may transfer all or any of his certificated
shares by an instrument of transfer in any usual form or in any
other form which the Directors may approve. The Directors may
accept such evidence of title of the transfer of shares (or
interests in shares) held in uncertificated form (including in the
form of depositary interests or similar interests, instruments or
securities) as they shall in their discretion determine. The
Directors may permit such shares or interests in shares held in
uncertificated form to be transferred by means of a relevant system
of holding and transferring shares (or interests in shares) in
uncertificated form.
No transfer of shares will be registered if, in the reasonable
determination of the Directors, the transferee is or may be a
Prohibited Person (as defined in the Articles), or is or may be
holding such shares on behalf of a beneficial owner who is or may
be a Prohibited Person. The Directors shall have power to implement
and/or approve any arrangements they may, in their absolute
discretion, think fit in relation to the evidencing of title to and
transfer of interests in shares in the Company in uncertificated
form (including in the form of depositary interests or similar
interests, instruments or securities).
Rights to appoint and remove Directors
Subject to the BVI Companies Act and the Articles, the Directors
shall have power at any time, and from time to time, without
sanction of the members, to appoint any person to be a Director,
either to fill a casual vacancy or as an additional Director.
Subject to the BVI Companies Act and the Articles, the members may
by a Resolution of Members appoint any person as a Director and
remove any person from office as a Director.
For so long as an initial holder of Founder Preferred Shares
(being a Founding Entity together with its affiliates) holds 20% or
more of the Founder Preferred Shares in issue, such holder shall be
entitled to nominate a person as a Director of the Company and the
Directors shall appoint such persons. In the event such holder
notifies the Company to remove any Director nominated by him the
other Directors shall remove such Director, and in the event of
such a removal the relevant holder shall have the right to nominate
a Director to fill such vacancy.
No Director has a service contract with the Company, nor are any
such contracts proposed. There are no pension, retirement or other
similar arrangements in place with the Directors nor are any such
arrangements proposed.
Powers of the Directors
Subject to the provisions of the BVI Companies Act and the
Articles, the business and affairs of the Company shall be managed
by, or under the direction or supervision of, the Directors. The
Directors have all the powers necessary for managing, and for
directing and supervising, the business and affairs of the Company.
The Directors may exercise all the powers of the Company to borrow
or raise money (including the power to borrow for the purpose of
redeeming shares) and secure any debt or obligation of or binding
on the Company in any manner including by the issue of debentures
(perpetual or otherwise) and to secure the repayment of any money
borrowed, raised, or owing by mortgage, charge, pledge, or lien
upon the whole or any part of the Company's undertaking property or
assets (whether present or future) and also by a similar mortgage,
charge, pledge, or lien to secure and guarantee the performance of
any obligation or liability undertaken by the Company or any third
party.
Directors and their interests
The Directors of the Company who served during the period and
subsequent to the date of this Report are:
Name Position Date of appointment
Noam Gottesman Founder and Non-Executive 3 November 2017
Director
-------------------------- --------------------
Michael Fascitelli Founder and Non-Executive 3 November 2017
Director
-------------------------- --------------------
Lord Myners of Truro Chairman 3 November 2017
CBE
-------------------------- --------------------
Jeremy Isaacs CBE Independent Non-Executive 3 November 2017
Director
-------------------------- --------------------
Guy Yamen Independent Non-Executive 3 November 2017
Director
-------------------------- --------------------
At the period end the Directors had the following interests in
the Company:
Founder
Ordinary Percentage Preferred
Shares of Ordinary Shares Warrants Options
Shares in
issue
Number % Number Number Number
Noam Gottesman(1) 1,200,000 2.48 800,000 2,000,000 -
Michael Fascitelli(2) 1,200,000 2.48 800,000 2,000,000 -
Lord Myners of Truro
CBE 10,000 0.02 - 10,000 50,000
Jeremy Isaacs CBE 7,500 0.02 - 7,500 37,500
Guy Yamen 7,500 0.02 - 7,500 37,500
(1) Represents an interest held by TOMS Acquisition II LLC. Mr
Gottesman is the managing member and majority owner of TOMS
Acquisition II LLC and may be considered to have beneficial
ownership of TOMS Acquisition II LLC's interests in the
Company.
(2) Represents an interest held by Imperial Landscape Sponsor
LLC. Mr. Fascitelli is the manager and majority owner of Imperial
Landscape Sponsor LLC and may be considered to have beneficial
ownership of Imperial Landscape Sponsor LLC's interests in the
Company.
Directors' remuneration
The fees to directors during the period to 30 April 2019 were as
follows:
2018
US$
Lord Myners of Truro CBE 50,000
Jeremy Isaacs CBE 37,500
Guy Yamen 37,500
Substantial shareholdings
As at 29 July 2019 (the latest practicable date prior to the
publication of this Report), the following had disclosed an
interest in the issued Ordinary Share capital of the Company (being
5% or more of the voting rights in the Company) in accordance with
the requirements of the Disclosure and Transparency Rules (the
"DTRs"):
Number Date of disclosure Notified
of Ordinary to Company percentage
Shareholder Shares (1) of voting
(1) rights (1)
Suvretta Capital Management,
LLC 2,500,000 21.11.2017 5.16%
------------- ------------------- ------------
Jana Partners LLC 2,500,000 22.11.2017 5.16%
------------- ------------------- ------------
V3 Capital Management L.P. 2,800,000 22.11.2017 5.78%
------------- ------------------- ------------
Long Pond Capital, LP 2,450,000 23.11.2017 5.06%
------------- ------------------- ------------
Alyeska Investment Group,
L.P. 2,500,000 23.11.2017 5.16%
------------- ------------------- ------------
Third Point LLC 4,500,000 27.11.2017 9.29%
------------- ------------------- ------------
(1) Since the date of disclosures to the Company, the interest
of any person listed above in Ordinary Shares may have increased or
decreased without any obligation on the relevant person to make
further notification to the Company pursuant to the DTRs.
Change of control
The Company is not party to any significant contracts that are
subject to change of control provisions in the event of a takeover
bid. There are no agreements between the Company and its Directors
or employees providing compensation for loss of office or
employment that occurs because of a takeover bid.
Corporate Governance Statement
The Company is a BVI registered company with a standard listing
on the London Stock Exchange. For as long as the Company has a
standard listing it is not required to comply or explain
non-compliance with the UK Corporate Governance Code (the "Code")
issued by the Financial Reporting Council ("FRC") in July 2018.
However, the Company is firmly committed to high standards of
corporate governance and maintaining a sound framework through
which the strategy and objectives of the Company are set and the
means of attaining these objectives and monitoring performance are
determined. At Admission, the Company therefore stated its
intention to voluntarily comply with the Code. The Code is
available on the FRC's website, www.frc.co.uk. The Company also
complies with the corporate governance regime applicable to the
Company pursuant to the laws of the British Virgin Islands.
As at the date of this Report, the Company is in compliance with
the Code with the exception of the following:
-- Given the wholly non-executive composition of the Board,
certain principles and provisions of the Code (in particular those
contained in section 2 relating to the division of responsibilities
between the Chairman and chief executive and executive
compensation) are considered by the Board to be inapplicable to the
Company. In addition, the Company does not comply with the
requirements of the Code in relation to the requirement to have a
senior independent director.
-- The Code also recommends the submission of all directors for
re-election at annual intervals. No Director will be required to
submit for re-election until the first annual general meeting of
the Company following an Acquisition.
-- Until the completion of an Acquisition by the Company, the
Company will not have nomination, remuneration, audit or risk
committees. The Board as a whole instead reviews its size,
structure and composition, the scale and structure of the
Directors' fees (taking into account the interests of Shareholders
and the performance of the Company), takes responsibility for the
appointment of independent auditors and payment of their audit fee,
monitors and reviews the integrity of the Company's financial
statements, including the Company's internal control and risk
management arrangements in relation to its financial reporting
process, and takes responsibility for any formal announcements on
the Company's financial performance. Following the Acquisition, the
Board intends to put in place nomination, remuneration, audit and
risk committees.
Share dealing
As at the date of this Report, the Board continues to
voluntarily adopt a share dealing code which is consistent with the
rules of the Market Abuse Regulation 596/2014 (the "Market Abuse
Regulation"). The Board is responsible for taking all proper and
reasonable steps to ensure compliance with the Market Abuse
Regulation by the Directors.
Relations with Shareholders
The Directors are available for communication with shareholders
and all shareholders will have the opportunity, and are encouraged,
to attend and vote at any future Annual General Meeting of the
Company, the first of which will take place within 18 months
following completion of the Acquisition, during which the Board
will be available to discuss issues affecting the Company.
Statement of going concern
The Directors have considered the financial position of the
Company and have concluded that it is appropriate to prepare the
financial statements on a going concern basis.
Internal control
The Board is responsible for determining the nature and extent
of the significant risks it is willing to take in achieving its
strategic objectives. The Board maintains sound risk management and
internal control systems. The Board has reviewed the Company's risk
management and control systems and believes that the controls are
satisfactory given the nature and size of the Company. Controls
will be reviewed following completion of the Acquisition.
Financial Risk Profile
The Company's financial instruments comprise mainly of cash and
cash equivalents, and various items such as payables and
receivables that arise directly from the Company's operations.
Details of the risks relevant to the Company are included in the
notes to the financial statements.
Branches
At the date of this Report, the Company does not have any
branches.
Management Report
For the purposes of compliance with DTR 4.1.5R(2), DTR 4.1.8R
and DTR4.1.11R, the required content of the "Management Report" can
be found in this Report of Directors and the Principal Risks and
Uncertainties section of this report.
Statement of Directors' Responsibility
The Directors confirm that, to the best of their knowledge,
these condensed interim financial statements for the period have
been prepared in accordance with IAS 34 Interim Financial Reporting
as adopted by the European Union. The interim management report
includes a fair review of the information required by the
Disclosure and Transparency Rules DTR 4.2.7R and DTR 4.2.8R,
namely:
(a) an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed financial statements, and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
(b) material related party transactions that have taken place in
the first six months of the current financial year that have
materially affected the financial position or performance of the
Company during that period and any changes in the related party
transactions described in the last annual report that could have a
material effect on the financial position or performance of the
Company in the current period.
By order of the Board:
Noam Gottesman
Director
30 July 2019
Principal Risks and Uncertainties
The Board has identified the following principal risks and
uncertainties facing the Company which remain unchanged from the
principal risks and uncertainties set out in the Company's
Prospectus. The risks referred to below do not purport to be
exhaustive and are not set out in any particular order of priority.
Additional risks and uncertainties not currently known to the Board
or which the Board currently deems immaterial may also have an
adverse effect on the Company's business. In particular, the
Company's performance may be affected by changes in the market
and/or economic conditions and in legal, regulatory and tax
requirements.
Key information on the key risks that are specific to the issuer
or its industry
Business Strategy
-- The Company is a newly formed entity with no operating
history and has not yet identified any potential target company or
business for the Acquisition.
-- The Company may acquire either less than whole voting control
of, or less than a controlling equity interest in, a target, which
may limit its operational strategies.
-- The Company may be unable to complete the Acquisition in a
timely manner or at all or to fund the operations of the target
business if it does not obtain additional funding.
The Company's relationship with the Directors, the Founders and
the Founder Entity and conflicts of interest
-- The Company is dependent on Mr Gottesman and Mr Fascitelli,
(collectively, the "Founders") to identify potential acquisition
opportunities and to execute the Acquisition. The loss of the
services of any of them could materially adversely affect it.
-- The Founders and Directors are currently affiliated and may
in the future become affiliated with entities engaged in business
activities similar to those intended to be conducted by the Company
and may have conflicts of interest in allocating their time and
business opportunities.
-- The Directors will allocate a portion of their time to other
businesses leading to the potential for conflicts of interest in
their determination as to how much time to devote to the Company's
affairs.
-- The Company may be required to issue additional Ordinary
Shares pursuant to the terms of the Founder Preferred Shares, which
would dilute existing Ordinary Shareholders.
Taxation
-- The Company may be a "passive foreign investment company" for
US federal income tax purposes and adverse tax consequences could
apply to US investors.
Key information on the key risks that are specific to the
securities
The Ordinary Shares and Warrants
-- The Standard Listing of the Ordinary Shares and Warrants will
not afford Shareholders the opportunity to vote to approve the
Acquisition.
-- The Warrants can only be exercised during the Subscription
Period and to the extent a Warrantholder has not exercised its
Warrants before the end of the Subscription Period, those Warrants
will lapse, resulting in the loss of a holder's entire investment
in those Warrants.
-- The Warrants are subject to mandatory redemption and
therefore the Company may redeem a Warrantholder's unexpired
Warrants prior to their exercise at a time that is disadvantageous
to a Warrantholder, thereby making those Warrants worthless.
-- The issuance of Ordinary Shares pursuant to the exercise of
the Warrants will dilute the value of a Shareholder's Ordinary
Shares.
Condensed Statement of Comprehensive Loss for the period ended
30 April 2019 (unaudited)
For the period For the period
from 1 November from 1 November
2018 to 30 2017 to 30
April 2019 April 2018
Note US$ US$
Investment income 5,972,420 2,574,303
Other income 35,889 198,260
Expenses 3 (526,045) (3,590,122)
Non-cash charge related to Founder
Preferred Shares and associated
warrants 6 - (55,889,180)
Non-cash charge related to warrant
redemption liability 13 - (484,250)
________ ________
Operating profit/(loss) 5,482,264 (57,190,989)
________ ________
Profit/(loss) and total comprehensive
income/(loss) for the period 5,482,264 (57,190,989)
Basic and diluted profit/(loss)
per Ordinary and Founder Preferred 8 US$0.11 US$(1.26)
share
The notes form an integral part of these financial
statements.
Condensed Statement of Financial Position as at 30 April 2019
(unaudited)
30 April 31 October
2019 2018
Note US$ US$
Assets
Current assets
Cash and cash equivalents 212,422 3,433,662
Short-term investments 7 495,965,862 490,127,009
Prepayments and other assets 9 25,619 28,227
___________ ___________
Total assets 496,203,903 493,588,898
___________ ___________
Liabilities
Current liabilities
Payables 10 (278,291) (3,202,087)
___________ ___________
Total current liabilities (278,291) (3,202,087)
Non-current liabilities
Warrant redemption liability 13 (484,250) (484,250)
___________ ___________
Total non-current liabilities (484,250) (484,250)
___________ ___________
Total liabilities (762,541) (3,686,337)
___________ ___________
Net assets 495,441,362 489,902,561
Equity
Founder Preferred Share Capital 11 16,000,000 16,000,000
Ordinary Share Capital - nominal - -
value
Ordinary Share Capital - share
premium 11 474,533,991 474,533,991
Retained profits/(losses) 4,907,371 (631,430)
___________ ___________
495,441,362 489,902,561
Net asset value per share 8 US$9.90 US$9.79
The notes form an integral part of these financial
statements.
Condensed Statement of Changes in Equity for the period ended 30
April 2019 (unaudited)
Founder
Preferred Ordinary Ordinary
Share Share Capital Share Capital Retained
Capital - nominal - share losses Total
value premium
US$ US$ US$ US$ US$
At inception - - - - -
Issue of shares 16,000,000 - 484,250,000 55,889,180 556,139,180
Issue costs - - (9,716,009) - (9,716,009)
Loss and total comprehensive
loss for period - - - (57,190,989) (57,190,989)
Share based compensation
-
Directors' options - - - 52,519 52,519
_________ _________ _________ _________ _________
Balance as at 30 April
2018 16,000,000 - 474,533,991 (1,249,290) 489,284,701
_________ _________ _________ _________ _________
Founder
Preferred Ordinary Ordinary
Share Share Capital Share Capital Retained
Capital - nominal - share losses Total
value premium
US$ US$ US$ US$ US$
Balance at 1 November
2018 16,000,000 - 474,533,991 (631,430) 489,902,561
Profit and total comprehensive
income for period - - - 5,482,264 5,482,264
Share based compensation
-
Directors' options - - - 56,537 56,537
_________ _________ _________ _________ _________
Balance as at 30 April
2019 16,000,000 - 474,533,991 4,907,371 495,441,362
_________ _________ _________ _________ _________
The notes form an integral part of these financial
statements.
Condensed Statement of Cash Flows for the period ended 30 April
2019 (unaudited)
For the period For the period
from 1 November from 1 November
2018 to 30 2017 to 30
April 2019 April 2018
Note US$ US$
Cash flows from operating activities
Profit/(loss) and total comprehensive
income/(loss) for the period 5,482,264 (57,190,989)
Adjustments for:
Gains on short-term investments (5,972,420) (2,574,303)
Charge related to Founder Preferred
Shares 6 - 55,889,180
Charge related to warrant redemption
liability 13 - 484,250
Charge related to director options 12 56,537 52,519
Movements in working capital:
Decrease/(increase) in debtors
and prepayments 2,608 (174,481)
(Decrease)/increase in payables (2,923,796) 2,414,123
___________ ___________
Net cash used in operating activities (3,354,807) (1,099,701)
___________ ___________
Investing activities
Purchase of short-term investments (403,513,333) (676,807,378)
Disposal of short-term investments 403,646,900 193,921,200
___________ ___________
Net cash generated from/(used
in) investing activities 133,567 (482,886,178)
___________ ___________
Financing activities
Issue of Founder Preferred Shares
and warrants 11 - 16,000,000
Issue of Ordinary Shares and warrants 11 - 484,250,000
Share issue expenses 11 - (9,716,009)
___________ ___________
Net cash provided by financing
activities - 490,533,991
___________ ___________
Increase in cash and cash equivalents (3,221,240) 6,548,112
Cash and cash equivalents at start 3,433,662 -
of period
___________ ___________
Cash and cash equivalents at end
of period 212,422 6,548,112
The notes form an integral part of these financial
statements.
Notes to the interim financial statements for the period ended
30 April 2019
1. General information
The Company was incorporated with limited liability under the
laws of the British Virgin Islands under the BVI Companies Act on 1
November 2017. The address of the Company's registered office is
Ritter House, Wickhams Cay II, Road Town, Tortola, VG1110, British
Virgin Islands. The Company's Ordinary Shares and Warrants were
admitted for trading on the Main Market of the London Stock
Exchange on 20 November 2017, after raising gross proceeds of
US$484,000,000 for a potential acquisition (an "Acquisition") from
the placing of Ordinary Shares (with matching Warrants) at a
placing price of US$10 per Ordinary Share and a further
US$16,000,000 through the subscription of Founder Preferred Shares
(with Warrants being issued to subscribers of Founder Preferred
Shares on the basis of one Warrant per Founder Preferred
Share).
This condensed interim financial information was approved and
authorised for issue in accordance with a resolution of the
Directors on 30 July 2019.
2. Summary of significant accounting policies and basis of preparation of half year report
2.1 Basis of preparation
The condensed interim financial information for the half year
ended 30 April 2019 has been prepared in accordance with the
Disclosure and Transparency Rules of the Financial Services
Authority and with International Accounting Standard (IAS) 34
"Interim Financial Reporting" as adopted by the European Union and
should be read in conjunction with the Company's financial
statements as at and for the period ended 31 October 2018. This
condensed interim financial information has been prepared under the
historical cost convention, as modified by the revaluation of
financial assets at fair value through profit or loss.
The preparation of interim financial statements in conformity
with IFRS requires the use of certain critical accounting
estimates. It also requires the Directors to exercise judgement in
the process of applying the Company's accounting policies. Changes
in assumptions may have a significant impact on the financial
statements in the period the assumptions changed. The Directors
believe that the underlying assumptions are appropriate and that
the Company's financial statements therefore present the financial
position and results fairly. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements, are disclosed in note
2.13.
2.2 Going concern
The Directors have a reasonable expectation and belief that the
Company has adequate resources to continue in operational existence
for the foreseeable future. Thus, the condensed interim financial
statements are prepared on a going concern basis.
2.3 Foreign currency translation
Functional and presentation currency
The Company is listed on the Main Market of the London Stock
Exchange, the capital raised in the IPO and the subscription of
Founder Preferred Shares is denominated in US dollars and it is
intended that any dividends and distributions to be paid to
shareholders are to be denominated in US dollars. The performance
of the Company is measured and reported to the shareholders in US
dollars, which is the Company's functional currency. The Directors
consider the US dollar as the currency of the primary economic
environment in which the Company operates and the one that most
faithfully represents the economic effects of the underlying
transactions, events and conditions.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign currency assets and liabilities are
translated into the functional currency using the exchange rate
prevailing at the balance sheet date.
Foreign exchange gains and losses arising from translation are
included in the condensed statement of comprehensive loss.
2.4 Financial assets at fair value through profit or loss
Classification
The Company classifies its investment in U.S. Treasury Bills as
a financial asset at fair value through profit or loss. This
financial asset is designated by the Directors at fair value
through profit or loss at inception.
Financial assets designated at fair value through profit or loss
at inception are financial instruments that are not classified as
held for trading but are managed, and their performance is
evaluated on a fair value basis in accordance with the Company's
documented investment strategy.
The Company's policy requires the Directors to evaluate the
information about these financial assets on a fair value basis
together with other related financial information. Assets in this
category are classified as current assets if they are expected to
be realised within 12 months of the balance sheet date. Those not
expected to be realised within 12 months of the balance sheet date
will be classified as non-current.
Recognition, derecognition and measurement
Regular purchases and sales of investments are recognised on the
trade date - the date on which the Company commits to purchase or
sell the investment. Financial assets at fair value through profit
or loss are initially recognised at fair value. Transaction costs
are expensed as incurred in the statement of comprehensive income.
Financial assets are derecognised when the rights to receive cash
flows from the investments have expired or the Company has
transferred substantially all risks and rewards of ownership.
Subsequent to initial recognition, all financial assets at fair
value through profit or loss are measured at fair value. Gains and
losses arising from changes in the fair value of the 'financial
assets at fair value through profit or loss' category are presented
in the condensed statement of comprehensive loss within net changes
in fair value of financial assets at fair value through profit or
loss in the period in which they arise.
Dividend income or distributions of a revenue nature from
financial assets at fair value through profit or loss are
recognised in the condensed statement of comprehensive loss within
dividend income when the Company's right to receive payments is
established.
2.5 Offsetting financial instruments
Financial instruments are offset and the net amount reported in
the balance sheet only when there is legally enforceable right to
offset the recognised amounts and there is an intention to settle
on a net basis, or realise the asset and settle the liability
simultaneously.
2.6 Cash and cash equivalents
Cash and cash equivalents include cash in hand, demand deposits,
other short-term highly liquid investments with original maturities
of three months or less, and bank overdrafts.
2.7 Payables and accrued expenses
Payables and accrued expenses are recognised initially at fair
value and subsequently measured at amortised cost using the
effective interest method.
2.8 Share-based payments
The Founder Preferred Shares represent equity-settled share
based arrangements under which the Company receives services as a
consideration for the additional rights attached to these equity
shares, over and above their nominal price. The fair value of the
grant of Founder Preferred Shares in excess of any purchase price
received is recognised as an expense. In addition, the Company has
granted options to the Non-Founder Directors. The fair value of the
Founder Preferred Shares and the options is determined using a
valuation model.
The total amount to be expensed as a respective share-based
payment charge is determined by reference to the fair value of the
awards granted:
-- including any market performance condition;
-- excluding the impact of any service and non-market performance vesting conditions; and
-- including the impact of any non-vesting conditions.
Non-market performance and service conditions are included in
assumptions about the number of awards that are expected to
vest.
2.9 Fair Value of Warrants
Warrants not subject to IFRS 2 are valued at redemption value of
US$0.01 as financial instruments. The Warrants are compound
financial instruments with a liability recognised and the remainder
in equity.
2.10 New accounting standards
The Company applied all applicable standards and applicable
interpretations published by the IASB for the periods presented.
The Company did not adopt any standard or interpretation published
by the IASB for which the mandatory application date is on or after
1 May 2019.
The Company adopted the following new standards that are
effective for the six months ended 30 April 2019:
IFRS 9, Financial Instruments, ("IFRS 9") introduced new
requirements for classification and measurement of financial
assets, accounting for financial liabilities and a new general
hedge accounting standard. The Company adopted IFRS 9 on 1 November
2018. IFRS 9 did not impact the Company's classification and
measurement of financial assets and liabilities.
IFRS 15, Revenue from Contracts with Customers, ("IFRS 15")
establishes a comprehensive framework for determining whether, how
much and when revenue is recognized. It replaced IAS 18 Revenue,
IAS 11 Construction Contracts and related interpretations. The
Company adopted IFRS 15 on 1 November 2018. IFRS 15 did not have an
impact on the Company's financial statements.
2.11 Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors as it is
the body that makes strategic decisions. The Directors are of the
opinion that there is only a single operational segment being the
investment in US Treasury Bills as disclosed in note 7. As a result
no segment information has been provided as the Company only
accumulates its funds raised for investment in US Treasury
Bills.
2.12 Share capital
Founder Preferred Shares, Ordinary Shares, and Warrants are
classified as equity. Incremental costs directly attributable to
the issue of new ordinary shares are shown in equity as a
deduction, net of tax, from the proceeds.
2.13 Critical accounting judgements and key sources of estimation uncertainty
There were no critical estimates or judgements in the year.
3. Expenses
2019 2018
US$ US$
Listing expenses - 958,205
Legal and professional fees 243,466 2,310,277
Directors' fees 181,537 177,519
Administration fees 45,685 82,865
General expenses 55,357 61,256
________ ________
526,045 3,590,122
4. Taxation
The Company is not subject to income tax or corporation tax in
the British Virgin Islands.
5. Fair value
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. In determining fair
value, the Company may use various methods including market, income
and cost approaches.
Based on these approaches, the Company often utilises certain
assumptions that market participants would use in pricing the asset
or liability, including assumptions about risk and the risks
inherent in the inputs to the valuation technique. These inputs can
be readily observable, market corroborated, or generally
unobservable inputs. The Company utilises valuation techniques that
maximize the use of observable inputs and minimize the use of
unobservable inputs. Based on the observability of the inputs used
in the valuation techniques the Company is required to provide the
following information according to the fair value hierarchy. The
fair value hierarchy ranks the quality and reliability of the
information used to determine fair values.
Financial assets and liabilities carried at fair value will be
classified and disclosed in one of the following three
categories:
Level 1 - Quoted prices for identical assets and liabilities
traded in active exchange markets, such as the New York Stock
Exchange.
Level 2 - Observable inputs other than Level 1 including quoted
prices for similar assets or liabilities, quoted prices in less
active markets, or other observable inputs that can be corroborated
by observable market data. Level 2 also includes derivative
contracts whose value is determined using a pricing model with
observable market inputs or can be derived principally from or
corroborated by observable market data.
Level 3 - Unobservable inputs supported by little or no market
activity for financial instruments whose value is determined using
pricing models, discounted cash flow methodologies, or similar
techniques, as well as instruments for which the determination of
fair value requires significant management judgment or estimation;
also includes observable inputs for nonbinding single dealer quotes
not corroborated by observable market data.
The Company has various processes and controls in place to
ensure that fair value is reasonably estimated. A model validation
policy governs the use and control of valuation models used to
estimate fair value. The Company performs due diligence procedures
over third-party pricing service providers in order to support
their use in the valuation process. Where market information is not
available to support internal valuations, independent reviews of
the valuations are performed and any material exposures are
escalated through a management review process.
While the Company believes its valuation methods are appropriate
and consistent with other market participants, the use of different
methodologies or assumptions to determine the fair value of certain
financial instruments could result in a different estimate of fair
value at the reporting date.
As of 30 April 2019, financial assets at fair value through
profit or loss of US$495,965,862 30 November 2018: US$490,127,009)
were categorized as Level 2 securities. There were no transfers
between Levels during the period.
6. Charge Related to Founder Preferred Shares
There was no charge in the period ended 30 April 2019. The total
charge related to Founder Preferred Shares and warrants for the
period ended 30 April 2018 was US$55,889,180.
Founder Preferred Shares
The Company has outstanding Founder Preferred Shares issued to
entities connected to its Founders, which have been accounted for
in accordance with IFRS 2 "Share-based payment" as equity-settled
share-based payment awards. The fair value of the Founder Preferred
Shares over and above their purchase price was determined as
US$55,402,429 at the grant date. The preferred share awards do not
have any vesting or service conditions and vested immediately on
the dates of the grant. Accordingly, the aggregate non-cash charge
relating to the Founder Preferred Shares for the period ended 30
April 2018 was US$55,402,429. The fair value of the awards were
determined using a Monte Carlo valuation model and was based on the
following assumptions:
15-Nov-2017
Number of securities issued 1,600,000
Vesting period Immediate
Ordinary share price upon initial public offering "IPO" US$10.00
Founder Preferred Share price US$10.00
Probability of IPO 100.0%
Probability of Acquisition 65.5%
Time to Acquisition 1.5 years
Volatility (post-Acquisition) 38.68%
Risk free interest rate 2.26%
Expected volatility was estimated with reference to a
representative set of listed companies taking into account the
circumstances of the Company.
The probability and timing of an Acquisition has been estimated
only for the purposes of valuing the Founder Preferred Shares
issued as at 15 November 2017 and no assurance can be given that
the Acquisition will occur at all or in any particular
timeframe.
Warrants
The Company has outstanding warrants issued to entities
connected to its Founders. The warrants do not have any vesting or
service conditions and vested immediately on the date of the grant.
Accordingly, the aggregate non-cash charge relating to the warrants
for the period ended 30 April 2018 was US$486,751. The fair value
of the awards was determined using a Monte Carlo valuation model
and was based on the following assumptions:
Share price US$10.00
Exercise price US$11.50
Redemption price US$18.00
Risk free rate 2.26%
Probability of Acquisition 65.5%
Volatility (post-Acquisition) 38.68%
Expected volatility was estimated with reference to a
representative set of listed companies taking into account the
circumstances of the Company.
The probability and timing of an Acquisition has been estimated
only for the purposes of valuing the Warrants issued as at 15
November 2017 and no assurance can be given that the Acquisition
will occur at all or in any particular timeframe.
7. Financial assets at fair value through profit or loss
The Company holds zero coupon U.S. Treasury Bills which at 30
April 2019 had a cost of US$492,175,488 (30 November 2018:
US$489,147,222) a market value of US$495,965,862 (30 November 2018:
US$490,127,009) and a maturity value of US$497,643,300 (30 November
2018: US$495,711,000). All mature within three months of the period
end.
8. Loss per share and net asset value per share
The loss per share calculation for the period from 1 November
2018 through 30 April 2019 is based on profit for the period of
US$5,482,264 (2018: loss of US$(57,190,989)) and the weighted
average number of Ordinary Shares and Founder Preferred Shares of
50,025,000 (2018: 45,247,332).
Net asset value per share is based on net assets of
US$495,441,362 (2018: US$489,902,561) divided by the 48,425,000
Ordinary Shares and 1,600,000 Founder Preferred Shares in issue at
30 April 2019 and 31 October 2018.
The Warrants and Options are considered non-dilutive at 30 April
2019 or 2018.
9. Prepayments
2019 2018
US$ US$
Other prepayments 15,911 27,177
Accrued interest receivable 9,708 1,050
_________ _________
25,619 28,227
10. Payables
2019 2018
US$ US$
Accruals 125,000 3,163,750
Other payables 153,291 38,337
_________ _________
278,291 3,202,087
11. Share capital
The authorised shares of the Company are as follows:
2019 and 2018
US$
Authorised
Unlimited number of Ordinary Shares of no -
par value
2019 2018
Founder Preferred Shares Number Number
Balance at beginning of 1,600,000 -
period
Issued during the period - 1,600,000
_________ _________
Balance at end of period 1,600,000 1,600,000
Founder Preferred Share US$ US$
Capital
Balance at beginning of 16,000,000 -
period
On shares issued during
the period - 16,000,000
_________ _________
Balance at end of period 16,000,000 16,000,000
Ordinary Shares Number Number
Balance at beginning of 48,425,000 -
period
Issued during the period - 48,425,000
_________ _________
Balance at end of period 48,425,000 48,425,000
Ordinary Share Capital US$ US$
Balance at beginning of 484,250,000 -
period
On shares issued during
the period - 484,250,000
__________ __________
Balance at end of period 484,250,000 484,250,000
2 Founder Preferred Shares were issued on 3 November 2017 at
US$10.00 per share and a further 1,599,998 issued on 20 November
2017, also at US$10.00 per share. There are no Founder Preferred
Shares held in Treasury. Each Founder Preferred Share was issued
with a Warrant as described below.
48,425,000 Ordinary Shares were issued on 20 November 2017
(48,400,000 were issued in the IPO at US$10.00 per share and 25,000
were issued to the Non-Founder Directors in conjunction with the
IPO). There are no Ordinary Shares held in Treasury. Each Ordinary
Share was issued with a Warrant as described below.
Issue costs of US$9,716,009 were deducted from the proceeds of
issue.
Ordinary Shares
Ordinary Shares confer upon the holders (in accordance with the
Articles):
(a) Subject to the BVI Companies Act, on a winding-up of the
Company the assets of the Company available for distribution shall
be distributed, provided there are sufficient assets available, to
the holders of Ordinary Shares and Founder Preferred Shares pro
rata to the number of such fully paid up shares held by each holder
relative to the total number of issued and fully paid up Ordinary
Shares as if such fully paid up Founder Preferred Shares had been
converted into Ordinary Shares immediately prior to the
winding-up;
(b) the right, together with any holder of the Founder Preferred
Shares, to receive all amounts available for distribution and from
time to time to be distributed by way of dividend or otherwise at
such time as the Directors shall determine (and in each case
distributed in respect of the fully paid up Founder Preferred
Shares pro rata to the number of fully paid up Ordinary Shares held
by any holder of Founder Preferred Shares, as if for such purpose
the Founder Preferred Shares had been converted into Ordinary
Shares immediately prior to such distribution plus, commencing from
consummation of the Acquisition, an amount equal to 20 per cent. of
the dividend which would be distributable on such number of
Ordinary Shares equal to the Preferred Share Dividend Equivalent
(as defined in the Prospectus)); and
(c) the right to receive notice of, attend and vote as a member
at any meeting of members except in relation to any Resolution of
Members that the Directors, in their absolute discretion (acting in
good faith) determine is: (i) necessary or desirable in connection
with a merger or consolidation in relation to, in connection with
or resulting from the Acquisition (including at any time after the
Acquisition has been made); or (ii) to approve matters in relation
to, in connection with or resulting from the Acquisition (whether
before or after the Acquisition has been made).
Founder Preferred Shares
The Founder Preferred Shares have US$nil par value.
Founder Preferred Shares confer upon the holder the
following:
-- the right to a share in the Annual Dividend Amount (as
defined in the Prospectus);
-- the right to receive notice of, attend and vote as a Member
at any meeting of Members;
-- subject to the right of the holders of Founder Preferred
Shares to receive any Annual Dividend Amount from time to time, the
right, together with the holders of Ordinary Shares, to receive
such portion of all amounts available for distribution and from
time to time distributed by way of dividend or otherwise at such
time determined by the Directors;
-- in addition, commencing on and after an Acquisition, where
the Company pays a dividend on its Ordinary Shares, the holders of
the Founder Preferred Shares will receive an amount equal to 20 per
cent. of the dividend which would be distributable on such number
of Ordinary Shares equal to the Preferred Share Dividend
Equivalent. All such dividends on the Founder Preferred Shares will
be paid contemporaneously with the dividends on the Ordinary
Shares;
-- the right to an equal share (with the holders of Ordinary
Shares) in the distribution of the surplus assets of the Company on
its liquidation as are attributable to the Founder Preferred
Shares; and
-- the ability to convert into Ordinary Shares on a 1-for-1
basis subject to certain adjustments (mandatorily upon the last day
of the seventh full financial year after an Acquisition).
The Founder Preferred Shares are structured to provide a
dividend based on the future appreciation of the market value of
the Ordinary Shares thus aligning the interests of the Founders (as
defined in the Prospectus) with those of the investors on a long
term basis. Annual Dividend Amounts will be paid, at the discretion
of the Company, in either 1) Ordinary Shares and will be dilutive
to existing holders of Ordinary Shares, or 2) cash.
After an Acquisition, once the average price per Ordinary Share
is at least $11.50 for ten consecutive Trading Days, the holders of
Founder Preferred Shares will be entitled to receive "Annual
Dividend Amounts". In the first year in which such dividend becomes
payable, such dividend will be equal in value to 20 per cent. of
the increase in the market value of one Ordinary Share, being the
difference between US$10.00 and the Dividend Price (the average
closing price of the last ten trading days of the Company's
financial year), multiplied by such number of Ordinary Shares equal
to the Preferred Share Dividend Equivalent.
Thereafter, the Annual Dividend Amount will only become payable
if the Dividend Price during any subsequent year is greater than
the highest Dividend Price in any preceding year in which a
dividend was paid in respect of the Founder Preferred Shares. An
Annual Dividend Amount will be 20 per cent. of the increase in the
Dividend Price over the highest prior Dividend Price in any
preceding year multiplied by the Preferred Share Dividend
Equivalent.
The amounts used for the purposes of calculating an Annual
Dividend Amount and the relevant Preferred Share Dividend
Equivalent are subject to such adjustments as the Directors in
their absolute discretion determine to be fair and reasonable in
the event of a consolidation or sub-division of the Ordinary Shares
in issue after the date of admission to trading or otherwise as
determined in accordance with the Company's Memorandum and Articles
of Association.
Warrants
The Company has issued an aggregate of 50,025,000 Warrants to
the purchasers of both Ordinary Shares and Founder Preferred Shares
(including the 25,000 Warrants that were issued to Non-Founder
Directors in connection with their appointment). Each Warrant has a
term of 3 years following an Acquisition and entitles a Warrant
holder to subscribe for one-third of an Ordinary Share upon
exercise. Warrants will be exercisable in multiples of three for
one Ordinary Share at a price of US$11.50 per whole Ordinary
Share.
The Warrants are also subject to mandatory redemption at US$0.01
per Warrant if at any time the Average Price per Ordinary Share
equals or exceeds US$18.00 for a period of ten consecutive trading
days (subject to any prior adjustment in accordance with the terms
of the Warrant Instrument).
12. Share-based compensation
On 15 November 2017, the Company issued 125,000 options to
purchase its Ordinary Shares to its Non-Founder Directors that vest
upon an Acquisition; continued service until that time is required
for vesting. The options expire on the 5(th) anniversary following
an Acquisition and have an exercise price of US$11.50 per share
(subject to such adjustment as the Directors consider appropriate
in accordance with the terms of the Option Deeds).
The Company estimated the grant date fair value of each option
at US$1.61 using a Monte Carlo simulation model with the following
assumptions:
Share price US$10.00
Exercise price US$11.50
Risk free rate 2.26%
Probability of Acquisition 65.5%
Volatility (post-Acquisition) 38.68%
Share-based compensation expense of US$56,537 has been
recognised for these options in the accompanying condensed
financial statements for the period ended 30 April 2019 (30 April
2018: US$52,519). Unamortized share-based compensation expense of
US$5,474 will be recognised over the remaining estimated vesting
period of approximately one month.
13. Warrant redemption liability
As a contingent obligation to redeem for cash, a separate
liability of US$484,250 was recognised.
14. Related party and material transactions
During the six months ended 30 April 2019, the Company did not
issue any shares, warrants or options to the directors of the
Company.
During the comparative period the Company issued the following
shares and options to Directors of the Company:
Founder
Ordinary Preferred
Shares Shares Warrants Options
2018 2018 2018 2018
Number Number Number Number
Noam Gottesman 1,200,000 800,000 2,000,000 -
Michael Fascitelli 1,200,000 800,000 2,000,000 -
Lord Myners of Truro
CBE 10,000 - 10,000 50,000
Jeremy Isaacs CBE 7,500 - 7,500 37,500
Guy Yamen 7,500 - 7,500 37,500
The fees to directors during the period to 30 April were as
follows:
2019 2018
US$ US$
Lord Myners of Truro CBE 50,000 50,000
Jeremy Isaacs CBE 37,500 37,500
Guy Yamen 37,500 37,500
The Non-Founder Directors opted to have their first year's
annual remuneration settled by the issue of Ordinary Shares at
US$10 per Ordinary Share. Lord Myners of Truro CBE received 10,000
Ordinary Shares and Jeremy Isaacs CBE and Guy Yamen received 7,500
Ordinary Shares each.
The Founder Entities, TOMS Acquisition II LLC and Imperial
Landscape Sponsor LLC or their affiliates, have received
reimbursements of expenses of US$53,291 (2018: US$124,589) of which
US$153,291 (2018: US$100,000) is outstanding at the period end.
Noam Gottesman is the Founder and Managing Partner of TOMS Capital
LLC and Michael Fascitelli is the Founder and Managing General
Partner of Imperial Companies LLC.
In the comparative period the Company incurred total issuance
costs of US$9.7 million. The details of these costs are as
follows:
2018
US$
Placement fees 9,200,200
Legal fees 450,000
Other expenses 66,009
________
9,716,009
15. Financial risk management
The Company's policies with regard to financial risk management
are clearly defined and consistently applied. They are a
fundamental part of the Company's long term strategy covering areas
such as foreign exchange risk, interest rate risk, credit risk,
liquidity risk and capital management.
Financial risk management is under the direct supervision of the
Board of Directors which follows policies covering specific areas,
such as foreign exchange risk, interest rate risk, credit risk, use
of derivative and non derivative financial instruments and
investment of excess liquidity.
The Company does not intend to acquire or issue derivative
financial instruments for trading or speculative purposes and has
yet to enter into a derivative transaction.
Currency risk
The majority of the Company's financial cash flows are
denominated in Pounds Sterling and United States Dollars. Currently
the Company does not carry out any significant operations in
currencies outside the above. Foreign exchange risk arises from
recognised monetary assets and liabilities. The Company does not
hedge systematically its foreign exchange risk.
Credit risk
Credit risk is the risk that a counterparty will not meet its
obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk
from its financing activities, including deposits with banks and
financial institutions. Credit risk from balances with banks and
financial institutions is managed by the Board. Surplus funds are
invested in U.S. treasury bills or such money market fund
instruments as approved by the Non-Founder Directors.
Liquidity risk
The Company monitors liquidity requirements to ensure it has
sufficient cash to meet operational needs while maintaining
sufficient headroom. Such forecasting takes into consideration the
Company's debt financing plans (when applicable), compliance with
internal balance sheet ratio targets and external regulatory or
legal requirements if appropriate.
Cash flow interest rate risk
The Company has no long term borrowings and as such is not
currently exposed to interest rate risk. To mitigate against the
risk of default by one or more of its counterparties, the Company
currently holds its assets in U.S. treasuries. As of 30 April 2019
US$496.0 million (31 October 2018 - US$490.1 million) was held in
U.S. treasury bills. The Company anticipates that it will continue
to hold the bulk of its assets in U.S. treasury bills until an
Acquisition is consummated. The Board regularly monitors interest
rates offered by, and the credit ratings of, current and potential
counterparties, to ensure that the Company remains in compliance
with its stated investment policy for its cash balances. The
Company does not currently use financial instruments to hedge its
interest rate exposure.
Capital risk management
The Company's objectives when managing capital (currently
consisting of share capital and share premium) are to safeguard the
Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. In order to maintain or adjust the capital
structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new
shares.
Corporate information
Directors Legal advisers to the Company
Lord Myners of Truro CBE (Chairman) (English and US Law)
Michael Fascitelli Greenberg Traurig, LLP
Noam Gottesman 8th Floor
Jeremy Isaacs CBE The Shard
Guy Yamen 32 London Bridge Street
London
Registered office SE1 9SG
Ritter House
Wickhams Cay II Legal advisers to the Company
Road Town (BVI Law)
Tortola Carey Olsen
VG1110 Carey House
British Virgin Islands Les Banques
St Peter Port
Administrator and secretary Guernsey
International Administration GY1 4BZ
Group (Guernsey) Limited
Regency Court Depositary
Glategny Esplanade Computershare Investor Services
St Peter Port PLC
Guernsey The Pavilions
GY1 1WW Bridgewater Road
Bristol
Registrar BS 13 8AE
Computershare Investor Services
(BVI) Limited Principal bankers
Woodbourne Hall Barclays Bank Plc
PO Box 3162 PO Box 8
Road Town Library Place
Tortola St Helier
British Virgin Islands Jersey JE4 8NE
Auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR BLGDRLGXBGCG
(END) Dow Jones Newswires
July 31, 2019 02:00 ET (06:00 GMT)
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