TIDMHWC
RNS Number : 0662U
Highway Capital PLC
01 December 2021
HIGHWAY CAPITAL PLC
INTERIM REPORT 2021
Chairman's Statement
Dear Fellow Shareholders
The first half of 2021 was very optimistic for the Company. The
Board has continued its dialogue with both the regulator and
potential target company. As a results, Highway Capital Plc has
entered into Heads of Terms with Guinevere Capital Esports &
Entertainment, as per the announcement made on 11 October 2021 and
is currently working on the listing particulars. I hope that the
Board will soon be able to update the shareholders on the progress
of the Reverse Takeover transaction.
The results for the six months ended 31 August 2021 showed a
loss before tax of GBP136,000 (six months ended 31 August 2020:
GBP148,000 loss; year ended 28 February 2021: GBP135,000 loss).
No dividend has been declared.
Dr L Sobolewski
Chairman
30 November 2021
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.
Convertible Loan Notes - Current Financial Year
Between 13 July 2021 and 30 November 2021, the Company completed
a placing of GBP278,000 Convertible Loan Notes for working capital
purposes. The notes have a term of 5 years and are convertible into
new shares in the Company.
The Convertible Loan Note issued 13 July 2021 for the amount of
GBP200,000 to an unconnected investor has a conversion price of 5p
per new ordinary share and has base interest of 10% for the
remainder of 2021 moving to 12% interest per annum from 1 January
2022.
The Convertible Loan Note issued 5 October 2021 for the amount
of GBP3,000 to an unconnected investor has a conversion price of 5p
per new ordinary share and 5% interest per annum.
The Convertible Loan Note issued 24 November 2021 for the amount
of GBP75,000 to an unconnected investor has a conversion price of
5p per new ordinary share and 5% interest per annum.
Key Risks and Uncertainties
Foreign currencies : The company deals in a variety of foreign
currencies: Continual review of foreign currency movements to
ensure company undertakes transactions in the most financially
beneficial currency and ensuring the company is not overly exposed
in one currency.
Brexit : Changing legislative environment between post Brexit UK
and EU may place additional regularity burdens on the company which
make it more difficult to operate with EU based companies to
investments with Europe: Reviewing strategies to monitor and
address the Brexit negotiations and outcomes.
Covid-19 : The Pandemic may impact the Company's ability to
execute an acquisition. However, the Directors will review, on an
ongoing basis, the options for the Company, including raising
additional funds.
Statement of comprehensive 6 months ended 6 months ended Year ended
income
31 August 31 August 28 February
2021 2020 2021
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
Management fees - - 165
Administrative expenses (136) (148) (299)
--------------------------------- ------- --------------- --------------- -------------
Operating loss 2 (136) (148) (135)
Interest receivable - - -
Amounts written back/(off)
investments and loans - - -
--------------------------------- ------- --------------- --------------- -------------
Profit/(loss) on ordinary
activities before taxation (136) (148) (135)
Tax on profit or loss - - -
on ordinary activities
Profit/(loss) for financial
period and total comprehensive
income (136) (148) (135)
Basic profit/(loss) per
share 3 (1.19)p (1.29)p (1.17)p
Diluted profit/(loss)
per share 3 (1.19)p (1.29)p (1.17)p
Basic profit/(loss) per
share from continuing
operations 3 (1.19)p (1.29)p (1.17)p
Diluted profit/(loss)
per share from continuing
operations 3 (1.19)p (1.29)p (1.17)p
================================= ======= =============== =============== =============
Statement of financial Notes 31 August 31 August 28 February
position 2021 2020 2021
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Fixed assets - - -
Investments - - -
---------------------------------- ------- ------------- ------------- ------------
Current assets
Debtors 28 11 17
Cash at bank and in hand 157 75 41
---------------------------------- ------- ------------- ------------- ------------
185 86 58
Creditors: amounts falling
due within one year (781) (759) (718)
Net current assets/(liabilities) (596) (673) (660)
---------------------------------- ------- ------------- ------------- ------------
Total assets less current
liabilities (596) (673) (660)
Creditors: amounts falling
due after more than one
year 5 (666) (466) (466)
Net assets/(liabilities) (1,262) (1,139) (1,126)
================================== ======= ============= ============= ============
Capital and reserves
Share capital 6 230 230 230
Share premium 475 475 475
Profit and loss account (1,967) (1,844) (1,831)
---------------------------------- ------- ------------- ------------- ------------
Total equity shareholders'
funds/(deficit) (1,262) (1,139) (1,126)
================================== ======= ============= ============= ============
Statement of changes 6 months ended 6 months ended Year ended
in equity
31 August 31 August 28 February 2021
2021 2020
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Profit/(loss) attributable
to ordinary shareholders (136) (148) (135)
Issue of new ordinary shares - - -
less costs
------------------------------------------ --------------- --------------- -----------------
Net increase/(decrease)
in shareholders' funds (136) (148) (135)
Opening Shareholders' funds/(deficit) (1,126) (991) (991)
------------------------------------------ --------------- --------------- -----------------
Closing Shareholders' funds/(deficit) (1,262) (1,139) (1,126)
========================================== =============== =============== =================
Statement of cash 6 months ended 6 months ended Year ended
flows
31 August 31 August 28 February
2021 2020 2021
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Cash flows from operating
activities
Profit/(loss) for
the period (136) (148) (135)
Adjustments for:
Interest receivable - - -
Amounts written back
on investments and - - -
loans
Amounts written off
investments and loans - - -
Changes in:
Trade and other debtors (11) (4) (11)
Trade and other creditors 62 (4) 4
-------------------------------------- --------------- --------------- -------------
Net cash from operating
activities (85) (156) (142)
-------------------------------------- --------------- --------------- -------------
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)
Proceeds from loans
to company 200 294 409
Repayment and conversion
of loans to company - (63) (228)
-------------------------------------- --------------- --------------- -------------
Net cash from financing
activities 200 231 181
-------------------------------------- --------------- --------------- -------------
Net increase/(decrease)
in cash and cash equivalents 115 75 39
Cash and cash equivalents
at beginning of period 37 (3) (2)
-------------------------------------- --------------- --------------- -------------
Cash and cash equivalents
at end of period 152 72 37
-------------------------------------- --------------- --------------- -------------
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 2021 has been prepared on a basis consistent with
the financial statements for the year ended 28 February 2021.
The condensed set of financial statements for the six months
ended 31 August 2021 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 28
February 2021 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 28 February
2021 2020 2021
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Directors' remuneration
- salaries and fees 48 48 96
Auditors' remuneration
- audit services 10 6 15
- 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 GBP136,000
(August 2020: loss GBP148,000; February 2021: loss GBP135,000),
divided by 11,490,201 (August 2020: 11,490,201; February 2021:
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. 2021 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 GBP666,000 (August
2020: GBP466,000; February 2021: GBP466,000), is made up of the
following: (a) GBP4,000 from B Patnaik, a director, and GBP1,000
from institutional investors (these loans are unsecured, repayable
after two years, and bearing interest at a rate of 5% per annum);
and (b) GBP27,000 from B Patnaik, a director, GBP70,000 from D
Zych, a shareholder and former director, GBP564,000 from
institutional 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); and GBP200,000 from an institutional investor which is
unsecured, repayable after five years, convertible at the holder's
request into new ordinary shares in the company at a price of 5
pence per share; and accrues interest of GBP20,000 up to 31
December 2021 and at a rate of 12% per annum thereafter.
6. Share capital
31 August 31 August 28 February
2021 2020 2021
(unaudited) (unaudited) (audited)
Ordinary shares of
2p each
Allotted, called-up,
fully paid
Number of shares 11,490,201 11,490,201 11,490,201
Nominal value GBP229,804 GBP229,804 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
Dr 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 XBLFXFFLZFBZ
(END) Dow Jones Newswires
December 01, 2021 01:59 ET (06:59 GMT)
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