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CONTANGO HOLDINGS PLC — Interim / Quarterly Report 2017
Feb 28, 2018
4988_ir_2018-02-28_8a490a81-0431-4a67-8d8a-565eab071ba9.html
Interim / Quarterly Report
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RNS Number : 2731G
Contango Holdings PLC
28 February 2018
Contango Holdings Plc / Index: LSE / Epic: CGO / Sector: Natural Resources
28 February 2018
Contango Holdings Plc
("Contango" or "the Company")
Unaudited Interim Results
Contango Holdings Plc, a London listed natural resources company, is pleased to present its unaudited interim results for the six-month period ended 30 November 2017.
Highlights:
• Listed on the standard list of the London Stock Exchange on 1 November 2017 ("IPO")
• The Company raised a total of £1 million prior and during the IPO, for the purposes of identifying a and acquiring a natural resources business or project
Post Balance Sheet Event
• Entered into a Memorandum of Understanding ("MOU") on 22 December 2017 to acquire an interest in a near term producing asset in Zimbabwe from Consolidated Growth Holdings
• The Company is currently undertaking due diligence on the asset
Statement from the Board
We have pleasure in presenting the condensed unaudited consolidated financial statements for Contango Holdings Plc for the six-month period to 30 November 2017.
Operating Review
The period to 30 November 2017 was dominated by the preparations for Contango's listing on the Standard List of the main market of the London Stock Exchange and the subsequent search for an acquisition that fitted with our investment strategy which was focused on identifying assets in the natural resources sector.
We were delighted with the completion of our IPO in November 2017 and by the strong level of support we received from investors. The Company successfully raised a total of £1 million before and during the IPO for the purposes of identifying and investing in natural resources opportunities. The support from our core investor base demonstrates both the appetite for natural resources and the quality of our management team. The Board has a deep level of experience across the natural resources sector.
Following our successful IPO, we have been dedicated to the search for projects for acquisition and investment. To that end we have entered into an exclusivity period with regards to the possible acquisition of Consolidated Growth Holdings interest in a near term producing asset in Zimbabwe. The Company is now undertaking due diligence on the asset during this period of exclusivity and will keep its shareholders updated at the appropriate time.
We believe that we have now seen the turning point in the natural resources industry and in particular for mining assets in Zimbabwe given the changing political environment in the country. We look forward to updating shareholders following our recent MOU.
Financial Review
For the half year to 30 November 2017, the Company reports a net loss of £29,449.
During the six-month period to 30 November 2017, the Company successfully completed its Standard Listing IPO onto the London Stock Exchange, raising £1m before costs.
Directors
The following directors have held office during the period:
Neal Griffith
Oliver Stansfield
Brian McMaster
Philip Richards
Corporate Governance
The UK Corporate Governance Code (September 2014) ("the Code"), as appended to the Listing Rules, sets out the Principles of Good Corporate Governance and Code Provisions which are applicable to listed companies incorporated in the United Kingdom. As a Standard Listed company, the Company is not subject to the UK Corporate Governance Code but the Board recognises the value of applying the principles of the code where appropriate and proportionate and has endeavoured to do so where practicable.
Responsibility Statement
The directors are responsible for preparing the Unaudited Interim Condensed Consolidated Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("DTR") and with International Accounting Standard 34 on Interim Reporting ("IAS 34"). The directors confirm that, to the best of their knowledge, this condensed consolidated interim report has been prepared in accordance with IAS 34 as adopted by the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:
• An indication of important events that have occurred during the six months ended 30 November 2017 and their impact on the condensed consolidated financial statements for the period, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
• Related party transactions that have taken place in the six months ended 30 November 2017 and that have materially affected the financial positon of the performance of the business during that period.
Outlook
We are currently advancing our due diligence on the asset and will update shareholders at the appropriate time. We are currently engaged with our advisers with the aim of completing a reverse takeover pending completion of the due diligence. At this stage we would estimate that newly enlarged entity will be admitted to trading on the standard list of the main market during Q2 2018.
On behalf of the board
Brian McMaster
Director
28 February 2018
For further information, please visit www.contango-holdings-plc.co.uk or contact:
| Contango Holdings plc | E: [email protected] |
| Brandon Hill Capital Limited Financial Adviser & Broker Jonathan Evans |
T: +44 (0)20 3463 5000 |
| St Brides Partners Ltd Financial PR & Investor Relations Susie Geliher / Charlotte Page |
T: +44 (0)20 7236 1177 |
Unaudited Interim Statement of Comprehensive Income For the six months ended 30 November 2017
| Six months to | ||||
| Notes | 30 Nov 2017 | |||
| (unaudited) | ||||
| £ | ||||
| Revenue | ||||
| Administrative expenses | (29,449) | |||
| Loss before taxation | (29,449) | |||
| Income tax expense | 3 | - | ||
| Loss for the year | (29,449) | |||
| Other comprehensive income / (loss) | ||||
| Total comprehensive loss for the year attributable to equity holders | (29,449) | |||
| Loss per share attributable to equity holders (pence) | 4 | (0.07)p | ||
The income statement has been prepared on the basis that all operations are continuing operations.
Unaudited Interim Statement of Financial
Position as at 30 November 2017
| 30 Nov 2017 | ||
| (unaudited) | ||
| Notes | £ | |
| Current assets | ||
| Debtors | 75,000 | |
| Cash at bank and in hand | 696,289 | |
| 771,289 | ||
| Current liabilities Trade and other payables |
21,598 | |
| 21,598 | ||
| Net current assets | 749,691 | |
| Net assets | 749,691 | |
| Equity | ||
| Share capital | 3 | 429,500 |
| Share premium | 3 | 349,640 |
| Retained losses | (29,449) | |
| Equity attributable to the owners of the parent | 749,691 | |
Statements of changes in equity
For the six months ended 30 November 2017
| Share | Share | Retained | ||||||||||
| Premium | TOTAL | |||||||||||
| Capital | Loss | |||||||||||
| Account | ||||||||||||
| £ | £ | £ | £ | |||||||||
| Balance 1 June 2017 | - | - | - | - | ||||||||
| Total comprehensive loss for the | ||||||||||||
| period | - | - | (29,449) | (29,449) | ||||||||
| Shares issued during the period | 429,500 | 634,000 | - | 1,063,500 | ||||||||
| Costs related to share issues | - | (284,360) | - | (284,360) | ||||||||
| Balance at 30 November 2017 | 429,500 | 349,640 | (29,449) | 749,691 | ||||||||
| Statement of cash flow | ||||||||||||
| For the six months ended 30 November 2017 | ||||||||||||
| Period ended 30 | ||||||||||||
| November | ||||||||||||
| 2017 | ||||||||||||
| £ | ||||||||||||
| Cash flows from operating activities | ||||||||||||
| Loss for the period | (29,449) | |||||||||||
| Increase in Debtors | 75,000 | |||||||||||
| Increase in trade and other payables | 21,598 | |||||||||||
| Net cash flow from operating activities | (82,851) | |||||||||||
| Cash flows from financing activities | ||||||||||||
| Net proceeds on issue of shares | 779,140 | |||||||||||
| Net cash flow from financing activities | 696,289 | |||||||||||
| Net increase in cash and cash equivalents | 696,289 | |||||||||||
| Cash and cash equivalents at beginning of the period | - | |||||||||||
| Cash and cash equivalents at end of the period | 696,289 | |||||||||||
Notes to the financial statements
For the six months ended 30 November 2017
1 General information
Contango Holdings Plc (the "Company'') looks to identify potential companies, businesses or asset(s) that have operations in the natural resources exploration, development and production sector.
The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales, with registration number 10186111.
The Company's registered office is 5th Floor, 1 Tudor Street, London EC4Y 0AH.
2 Accounting policies
The principal accounting policies applied in preparation of these consolidated financial statements are set out below. These policies have been consistently applied unless otherwise stated.
Basis of preparation
The interim unaudited financial statements for the period ended 30 November 2017 have been prepared in accordance with IAS 34 Interim Financial Reporting. This interim financial information is not the Company's statutory financial statements and should be read in conjunction with the annual financial statements for the period ended 31 May 2017, which show that the Company was dormant up until that time and these accounts have been delivered to the Registrars of Companies.
The interim financial information for the six months ended 30 November 2017 is unaudited. In the opinion of the directors, the interim consolidated financial information presents fairly the financial position, and results from operations and cash flows for the period.
The directors have made an assessment of the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company, therefore, continues to adopt the going concern basis in preparing its consolidated financial statements.
The financial information of the Company is presented in British Pounds Sterling (£).
Critical accounting estimates and judgements
The preparation of interim financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, the resulting accounting estimates will, by definition, seldom equal related actual results.
In preparing the interim financial information, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty.
Income tax expense
No tax is applicable to the Company for the six months ended 30 November 2017. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.
Loss per share
Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the Company by the number of ordinary shares in issue at the period end.
There are currently no dilutive potential ordinary shares.
| Number of Shares | Per-share | ||
| Earnings | In issue | amount | |
| £ | unit | pence | |
| Loss per share attributed to ordinary shareholders | (29,449) | 42,949,987 | (0.07) |
3 Share capital
| Number | ||||
| of shares | Share | Share | ||
| in issue | Capital | premium | Total | |
| £ | £ | £ | ||
| Ordinary shares of £0.01 each issued at par on 3 June 2015 | 5,000,000 | 50,000 | - | 50,000 |
| Ordinary shares of £0.01 each issued at £0.02 on 16 October 2015 | 12,500,000 | 125,000 | 125,000 | 250,000 |
| Ordinary shares of £0.01 each issued at £0.03 | 25,449,987 | 254,500 | 509,000 | 763,500 |
| Cost of issue of shares | - | - | (286,360) | (286,360) |
| Balance at 30 November 2017 | 42,949,987 | 429,500 | 349,640 | 779,140 |
The Company has one class of ordinary share which carries no right to fixed income.
4 Related party disclosures
Remuneration of directors and key management personnel
The remuneration of the directors during the six-month period to 30 November 2017 amounted to £12,000 (31 May 2017: nil).
Shareholdings in the Company
Shares and warrants held by the directors of the Company.
| Shares | Warrants | |
| Neal Griffith | 3,214,033 | 3,068,200 |
| Oliver Stansfield | 3,214,033 | 3,068,200 |
| Brian McMaster | 3,214,033 | 3,068,200 |
| Philip Richards | 3,214,033 | 3,068,200 |
| Balance at 30 November 2017 | 12,856,132 | 12,272,200 |
**ENDS**
This information is provided by RNS
The company news service from the London Stock Exchange
END
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