TIDMHWC
RNS Number : 9593G
Highway Capital PLC
30 November 2020
HIGHWAY CAPITAL PLC
INTERIM REPORT 2020
Chairman's Statement
Dear Fellow Shareholder
2020 has had a difficult start to the year but the Board has
expended considerable time and effort on seeking to ensure the
continuation of the business after lockdown. Based on discussions
with potential acquisition targets over the summer, the Board is
optimistic that the Company's shares will be relisted on a public
market shortly and will keep shareholders informed on
developments.
The results for the six months ended 31 August 2020 showed a
loss before tax of GBP148,000 (six months ended 31 August 2019:
GBP127,000 loss; year ended 29 February 2020: GBP293,000 loss).
No dividend has been declared.
L Sobolewski
Chairman
30 November 2020
Update on Capital Structure
The Board of Highway Capital Plc ("HWC" or "Company") announces
the following update on its share capital and convertible
loans.
Shares in issue:
There are currently 11,490,201 ordinary shares of 2p each in
issue.
Convertible Loan Notes - As at 29 February 2020
The Company has received the request from the holder of the
GBP70,000 loan issued on 18 December 2018 to alter the terms. The
loan note holder has agreed to alter the terms of the loan, so that
it is now convertible into ordinary shares of the Company at the
conversion price of GBP0.05.
The Altered Loan Note issued on 23 February 2020 is unsecured,
has a term of 5 years and pays interest at the rate of 5% per
annum. The note holder may convert the Altered Loan Note at any
time six months after the date of issue, or following the
completion of an investment by the Company to a value in excess of
50% of the net asset value of the Company.
The Lender's conversion rights are limited to the extent that
the Company has adequate shareholders' and other regulatory
authority to issue shares in the Company.
As at the financial year ending 29 February 2020, the latest
year end, the Company had outstanding Convertible Loan Notes as
follows:
Convertible Loan Notes - Current Financial Year
Between 12 May 2020 and 14 July 2020 the Company completed a
placing of GBP230,000 Convertible Loan Notes for working capital
purposes. The notes have a term of 5 years, attract 5% interest per
annum and are convertible into new shares in the company.
The convertible loan note issued 24 June 2020 for the amount of
GBP80,000 to unconnected investor has a conversion price of 10p per
new ordinary share.
The convertible loan notes issued between 10 July and 14 July
2020 for a total amount of GBP100,000 to two unconnected investors
have a conversion price of 5p per new ordinary share.
The note holders may convert the Convertible Loan Note at any
time six months after the date of issue or following the completion
of an investment by the Company to a value in excess of 50% of the
net asset value of the Company. The Lender's conversion rights are
limited to the extent that the Company has adequate shareholders'
and other regulatory authority to issue shares in the Company.
A separate Convertible Loan Note for the amount of GBP50,000 to
an unconnected investor was issued on 12 May 2020 and repaid on 2
July 2020.
Directors Loans
The Company received the following loan from the Director of the
Company:
Maciej Szytko, a director of the Company, provided loans of
GBP3,900 and EUR10,000 on 19 March 2020 and 14 April 2020
respectively. These loans have now been repaid, as well as the 15
March 2019 loan of GBP5,000.
Statement of comprehensive 6 months ended 6 months ended Year ended
income
31 August 31 August 29 February
2020 2019 2020
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
Management fees - - -
Administrative expenses (148) (127) (293)
--------------------------------- ------- --------------- --------------- -------------
Operating loss 2 (148) (127) (293)
Interest receivable - - -
Amounts written back/(off)
investments and loans - - -
--------------------------------- ------- --------------- --------------- -------------
Profit/(loss) on ordinary
activities before taxation (148) (127) (293)
Tax on profit or loss - - -
on ordinary activities
Profit/(loss) for financial
period and total comprehensive
income (148) (127) (293)
Basic profit/(loss) per
share 3 (1.29)p (1.32)p (2.54)p
Diluted profit/(loss)
per share 3 (1.29)p (1.32)p (2.54)p
Basic profit/(loss) per
share from continuing
operations 3 (1.29)p (1.32)p (2.54)p
Diluted profit/(loss)
per share from continuing
operations 3 (1.29)p (1.32)p (2.54)p
================================= ======= =============== =============== =============
Statement of financial Notes 31 August 31 August 29 February
position 2020 2019 2020
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Fixed assets - - -
Investments - - -
--------------------------------------- ------- --------------- --------------- -----------------
Current assets
Debtors 11 210 7
Cash at bank and in hand 75 1 -
--------------------------------------- ------- --------------- --------------- -----------------
86 211 7
Creditors: amounts falling
due within one year (759) (416) (783)
Net current assets/(liabilities) (673) (205) (776)
--------------------------------------- ------- --------------- --------------- -----------------
Total assets less current
liabilities (673) (205) (776)
Creditors: amounts falling
due after more than one
year 5 (466) (703) (215)
Net assets/(liabilities) (1,139) (908) (991)
======================================= ======= =============== =============== =================
Capital and reserves
Share capital 6 230 192 230
Share premium 475 430 475
Profit and loss account (1,844) (1,530) (1,696)
--------------------------------------- ------- --------------- --------------- -----------------
Total equity shareholders'
funds/(deficit) (1,139) (908) (991)
======================================= ======= =============== =============== =================
Statement of changes 6 months ended 6 months ended Year ended
in equity
31 August 31 August 29 February
2020 2019 2020
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Profit/(loss) attributable
to ordinary shareholders (148) (127) (293)
Issue of new ordinary shares
less costs - - 83
----------------------------------------------- --------------- --------------- -------------
Net increase/(decrease)
in shareholders' funds (148) (127) (210)
Opening Shareholders' funds/(deficit) (991) (781) (781)
----------------------------------------------- --------------- --------------- -------------
Closing Shareholders' funds/(deficit) (1,139) (908) (991)
=============================================== =============== =============== =============
Statement of cash 6 months ended 6 months ended Year ended
flows
31 August 31 August 29 February
2020 2019 2020
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Profit/(loss) for
the period (148) (127) (293)
Adjustments for:
Interest receivable - - -
Amounts written back
on investments and - - -
loans
Amounts written off
investments and loans - - -
Changes in:
Trade and other debtors (4) (204) -
Trade and other creditors (4) (35) 8
-------------------------------------- --------------- --------------- -------------
Net cash from operating
activities (156) (366) (285)
-------------------------------------- --------------- --------------- -------------
Cash flows from investing
activities
Interest received - - -
Net cash used in investing - - -
activities
Cash flows from financing
activities
Issue of new equity
(net of costs) - - 83
Proceeds from loans
to company 294 132 136
Repayment and conversion
of loans to company (63) (10) (180)
-------------------------------------- --------------- --------------- -------------
Net cash from financing
activities 231 122 39
-------------------------------------- --------------- --------------- -------------
Net increase/(decrease)
in cash and cash equivalents 75 (244) (246)
Cash and cash equivalents
at beginning of period (3) 243 243
-------------------------------------- --------------- --------------- -------------
Cash and cash equivalents
at end of period 72 (1) (3)
-------------------------------------- --------------- --------------- -------------
Notes to the Interim Report
1. Basis of preparation of the interim report
The condensed set of financial statements for the six months
ended 31 August 2020 has been prepared on a basis consistent with
the financial statements for the year ended 29 February 2020.
The condensed set of financial statements for the six months
ended 31 August 2020 has not been audited or reviewed by the
auditors pursuant to the Auditing Practices Board guidance on
Review of Interim Financial Information.
The comparative financial information for the year ended 29
February 2020 has been extracted from the audited financial
statements, on which the auditors issued an unqualified audit
report, and which have been delivered to the Registrar of
Companies.
The financial information contained in the interim statement
does not constitute statutory accounts within the meaning of
section 434 of the Companies Act 2006.
There are no acquired or discontinued operations in the relevant
financial periods.
There are no recognized gains or losses other than the profit or
loss for the relevant financial periods.
Highway Capital plc is a stand-alone company and does not
prepare consolidated accounts. It has therefore continued to
prepare its accounts in accordance with UK rather than
international accounting standards.
2. Operating loss
This is stated after
charging:
6 months ended 6 months ended Year ended
31 August 31 August 29 February
2020 2019 2020
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Directors' remuneration
- salaries and fees 48 48 96
Auditors' remuneration
- audit services 6 6 13
- other services - - -
=============== =============== =============
3. Profit/(loss) per share
The profit/(loss) per ordinary share calculation has been based
on the loss attributable to ordinary shareholders of GBP148,000
(August 2019: loss GBP127,000; February 2020: loss GBP293,000),
divided by 11,490,201 (August 2019: 9,590,201; February 2020:
11,490,201) being the weighted average number of ordinary shares in
issue during the period. There is no difference between the basic
and the diluted loss per ordinary share, as any adjustment would be
anti-dilutive.
There are no discontinued operations in the periods and,
therefore the basic and the diluted profit/(loss) per ordinary
share from continuing operations are the same as the basic and the
diluted profit/(loss) per ordinary share.
4. 2020 interim dividend
No interim dividend has been declared.
5. Creditors: due after more than one year
The creditor due after more than one year of GBP466,000 (August
2019: GBP703,000; February 2020: GBP215,000), is made up of the
following: GBP31,000 from B Patnaik, a director, GBP70,000 from D
Zych, a shareholder and former director, and GBP365,000 from
outside investors. These loans are unsecured, repayable after five
years, convertible at the holder's request into new ordinary shares
in the company at a price of 5 or 10 pence per share; in the event
that the loan is not repaid or converted prior to its maturity date
then it will attract accrued interest at a rate of 5% per
annum.
6. Share capital
31 August 31 August 29 February
2020 2019 2020
(unaudited) (unaudited) (audited)
Ordinary shares of
2p each
Allotted, called-up,
fully paid
Number of shares 11,490,201 9,590,201 11,490,201
Nominal value GBP229,804 GBP191,804 GBP229,804
============= ============= ============
7. Related party transactions
As at the balance sheet date, there are loans to the company of
GBP31,000 from B Patnaik, a director of the company, and GBP255,000
from N Mayster, a director and shareholder of the company . The
terms of the loans are interest at 5% and this is considered
reasonable.
No other related party transactions were undertaken as such that
are required to be disclosed under FRS 102.
8. Responsibility statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared
in accordance with FRS 104 Interim Financial Reporting issued by
the Financial Reporting Council;
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and their impact on the financial
statements and description of principal risks and uncertainties for
the remaining six months of the year); and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related party
transactions and changes therein).
By order of the Board
L Sobolewski M Szytko
Chairman Non-Executive Director
9. Publication
Copies of this statement will be available on the company's
website at www.highwaycapital.co.uk .
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END
IR XBLFXBFLBFBD
(END) Dow Jones Newswires
November 30, 2020 08:10 ET (13:10 GMT)
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