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CM.com N.V. — Earnings Release 2019
Feb 20, 2020
3825_iss_2020-02-19_95a43d4b-188b-402e-acb3-2256507155be.pdf
Earnings Release
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PRESS RELEASE
Amsterdam, 19 February 2020
Dutch Star Companies ONE publishes 2019 FY results
Dutch Star Companies ONE N.V. ("DSCO"), a special purpose acquisition company, listed on Euronext Amsterdam (symbol: DSC1) that has announced on 9 January 2020 to pursue a business combination with CM.com B.V. (together with its subsidiaries, "CM.com"), today publishes its annual results 2019.
HIGHLIGHTS DSCO 2019
DSCO and CM.com CM.com B.V. a global Conversational Commerce platform that provides enterprises full-scale CPaaS (Communication Platform as a Service) services with integrated payment solutions announced that they had entered into a non-binding heads of agreement on 18 December 2019. This was followed by an announcement that DSCO and CM.com had reached an agreement for a business combination on 9 January 2020. The business combination is expected to become effective on 21 February 2020, subject to customary approvals having been obtained.
SUMMARY 2019 FY RESULTS
DSCO has suffered an after-tax loss of € 2,178,657 over the period of 1 January 2019 through 31 December 2019. DSCO has not recorded any operational revenues or cost. The result is attributable to the negative interest rates for large commercial deposits and for a large portion to the fair value recognition of the Warrant liabilities on DSCO's balance sheet, which is expensed through the profit and loss. This Warrant expense is a non-cash item. Due to the negative interest, the money held in escrow and on the Company's bank account marginally decreased towards € 55,039,075 at 31 December 2019.
P&L AND BALANCE SHEET DSCO 2019
An overview of the main financial statement of DSCO in 2019 is provided in the following 4 tables:
- Table 1. Statement of profit and loss and other comprehensive income
- Table 2. Statement of financial position
- Table 3. Statement of changes in equity
- Table 4. Statement of cash flows
TABLE 1. STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME DSCO 2019
| 1 January 2019 - 31 December |
3 January 2018 - 31 December |
||
|---|---|---|---|
| (all amounts in €) | Note | 2019 | 2018 |
| Expenses | |||
| Bank costs | (3,226) | (2,519) | |
| Administration costs | (57) | ||
| Operating Result | (3,226) | (2,576) | |
| Interest expense | (4) | (237,656) | (187,872) |
| Other gains and losses | (5) | (1,937,775) | |
| Result before taxes | (2,178,657) | (187,872) | |
| Income Taxes | (6) | - | - |
| Result for the period | (2,178,657) | (190,448) | |
| Other comprehensive income, net of income tax | |||
| Total comprehensive income/(loss) for the period | - (2,178,657) |
- (190,448) |
|
| Earnings per share: | |||
| From continuing and discontinued operations | |||
| Basic (cents per share) | (7) | (0.38) | (0.03) |
| Diluted (cents per share) | (0.38) | (0.03) | |
| From continuing operations | |||
| Basic (cents per share) | (7) | (0.38) | (0.03) |
| Diluted (cents per share) | (0.38) | (0.03) |
TABLE 2. STATEMENT OF FINANCIAL POSITION DSCO 2019
| (all amounts in €) | Note | 31 December 2019 | 31 December 2018 | ||
|---|---|---|---|---|---|
| Assets | |||||
| Cash and cash equivalents | (8) | € | 55,039,075 | € | 55,275,440 |
| Total current assets | € | 55,039,075 | € | 55,275,440 | |
| Total assets | € | 55,039,075 | € | 55,275,440 | |
| Equity | |||||
| Issued and paid-up share capital | (9) | € | 413,856 | € | 413,856 |
| Share Premium | (9) | € | 55,032,810 | € | 55,032,810 |
| Accumulated deficits | € | (2,369,105) | € | (190,448) | |
| Total Equity | € | 53,077,561 | € | 55,256,218 | |
| Liabilities | |||||
| Current liabilities | (10) | € | 23,738 | € | 19,222 |
| Warrant liabilities at fair value through profit or loss | (10) | € | 1,937,775 | € | - |
| Total Liabilities | € | 1,961,513 | € | 19,222 | |
| Total Equity plus Liabilities | € | 55,039,075 | € | 55,275,440 |
TABLE 3. STATEMENT OF CHANGES IN EQUITY DSCO 2019
| (all amounts in €) | ||||
|---|---|---|---|---|
| Issued and paid-up | Accumulated | |||
| share capital | Share premium | deficits | Total equity | |
| Balance of beginning of the period (as at 3 January 2018) | 45,000 | - | - | 45,000 |
| Profit/(loss) for the period | - | - | (190,448) | (190,448) |
| Total comprehensive income and expense for the period | - | - | (190,448) | (190,448) |
| Contributions by and distributions to owners | ||||
| Shares issued | 368,856 | 55,032,810 | - | 55,401,666 |
| Total contributions by and distributions to owners | 368,856 | 55,032,810 | - | 55,401,666 |
| Balance at 31 December 2018 | 413,856 | 55,032,810 | (190,448) | 55,256,218 |
| Profit/(loss) for the period | - | - | (2,178,657) | (2,178,657) |
| Total comprehensive income and expense for the period | - | - | (2,178,657) | (2,178,657) |
| Contributions by and distributions to owners | ||||
| Shares issued | - | - | - | - |
| Total contributions by and distributions to owners | - | - | - | - |
| Balance at 31 December 2019 | 413,856 | 55,032,810 | (2,369,105) | 53,077,561 |
TABLE 4 STATEMENT OF CASH FLOWS DSCO 2019
| 1 January 2019 - | 3 January 2018 - | ||||
|---|---|---|---|---|---|
| (all amounts in €) | Note | 31 December 2019 | 31 December 2019 | ||
| Operating result | € | (3,226) | € | (2,576) | |
| Interest expense paid | (4) | € | (233,139) | € | (168,650) |
| Cash flow from operating activities | € | (236,365) | € | (171,226) | |
| Share Capital increase (from proceeds IPO) | € | - | € | 55,401,666 | |
| Cash flow from financing activities | € | - | € | 55,401,666 | |
| Cash flow from investing activities | € | - | € | - | |
| Net cash flow | € | (236,365) | € | 55,230,440 | |
| Begin amount cash and cash equivalents | 55,275,440 | 45,000 | |||
| Ending amount cash and cash equivalents | 55,039,075 | 55,275,440 |
PRESS AND INVESTOR INFORMATION
Press contacts:
Dutch Star Companies ONE: Bickerton, David Brilleslijper +31 (0)6 10942514 or [email protected]
Investor contacts:
Dutch Star Companies ONE, David van Ass, Derk Hoek, Felix Snoeck Henkemans +31 (0)20 416 1303 or [email protected]
RATIONALE FOR BUSINESS COMBINATION
CM.com and DSCO believe that the business combination will provide additional capital to support and accelerate growth of CM.com, especially for the funding of investments in geographical sales and marketing expansion, but also to strengthen research and development and possible selective accretive acquisitions to ensure CM.com stays ahead of the fast-growing demand for Conversational Commerce. Furthermore, a listing on the Euronext Amsterdam stock exchange will significantly enhance CM.com's profile, create a new long-term shareholder base, provide the means to further incentivize key employees and attract new talent, and allow for acquisition currency. The transaction offers CM.com immediate additional funds to capture current growth opportunities and can fuel the strategy and growth path in the long-run.
In addition, the business combination will substantially strengthen CM.com's financial position, providing a healthy cash position to fuel further growth and make CM.com virtually debt-free.
ABOUT DUTCH STAR COMPANIES ONE
The name Dutch Star Companies ONE (DSCO) refers to the objective of DSCO to raise capital and to acquire a significant minority stake in a single Dutch high performing 'star company' with principal business operations in Europe, preferably in the Netherlands.
More information about DSCO can be found in the Prospectus dated 9 February 2018 which has been approved by the Dutch Authority for the Financial Markets, the AFM and on the website at www.dutchstarcompanies.com.
ABOUT CM.COM
CM.com is a Conversational Commerce platform that connects enterprises and brands to the mobile phones of billions of consumers globally. The company provides messaging channels, such as RCS, SMS, WhatsApp and Apple Business Chat combined with a Customer Data Platform and other platform features. CM.com is a leading global CPaaS platform with integrated Payments functionality. Almost ten thousand customers use CM.com's products with a view to deliver better marketing, better sales and better service to their consumers.
More information about CM.com can be found on the website at www.cm.com.
DISCLAIMER
This press release is not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This press release is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Dutch Star Companies ONE N.V. (the Company, and such securities, the Securities) in the United States, Canada, Australia or Japan or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
This press release is not for publication or distribution, directly or indirectly, in or into the United States. This press release is not an offer of securities for sale into the United States. The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
In the United Kingdom, this document and any other materials in relation to the Securities are only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
This announcement does not constitute a prospectus. The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant delegated regulations.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This press release may include statements, including the Company's financial and operational medium-term objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.