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TMT Acquisition PLC

26 July 2022

TMT Acquisition plc

("TMT Acquisition," or the "Company")

Results for the period 25 March 2021 to 31 March 2022

TMT Acquisition, (LSE: TMTA), the investment business established to pursue opportunities in the technology, media and telecom sector, today announces its results for the period from 25 March 2021 to 31 March 2022.

Financial Highlights

· Net cash as at 31 March 2022 of £4,804,060

· Net assets as at 31 March 2022 of £4,777,275

· Operating loss and loss before tax of £0.1 million

· Basic and diluted loss per share of £0.01

Other Highlights

· Admitted to listing on the Standard Segment of the Official List on 11 October 2021

· Raised gross proceeds of £5 million as part of Admission to the Standard List by placing 25,000,000 ordinary shares at 20p per share

Harry Hyman, Chairman of TMT Acquisition, commented:

"During the year, we successfully completed our Admission to listing on the Standard List; raising £5 million, to pursue our acquisition strategy.

"Whilst we have maintained our commitment to prudent cost control, we have been actively searching for acquisition targets and continue to assess a number of potential opportunities. We are targeting businesses within the TMT sector focusing on both disruptive digitally enabled media and technology businesses. The recent resets of pricing in technology stocks in our view works to the company's advantage

"On behalf of the Board, I would like to thank all our shareholders for their continued support, and we look forward to updating the market on our progress."

For further information please contact:


TMT Acquisition plc Harry Hyman	via Vox Markets
Dowgate Capital Limited - Financial Adviser and Broker David Poutney / Nicholas Chambers	+44 (0)20 3903 7715
Vox Markets - Investor Relations Kat Perez	[email protected]

This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English Law by virtue of the European (Withdrawal) Act 2018, as amended. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Chairman's Statement

During the period, we successfully completed our Admission to listing on the Standard List; raising £5 million, to pursue our acquisition strategy.

Whilst we have maintained our commitment to prudent cost control, we have been actively searching for acquisition targets and continue to assess a number of potential opportunities. We are targeting businesses within the TMT sector focusing on both disruptive digitally enabled media and technology businesses. The recent resets of pricing in technology stocks in our view works to the company's advantage.

On behalf of the Board, I would like to thank all our shareholders for their continued support, and we look forward to updating the market on our progress.

Financial and other highlights during the period are detailed below.

Financial Highlights

· Net cash as at 31 March 2022 of £4,804,060

· Net assets as at 31 March 2022 of £4,777,275

· Operating loss and loss before tax of £0.1 million

· Basic and diluted loss per share of £0.01

Other Highlights

· Admitted to listing on the Standard Segment of the Official List ("Standard List") on 11 October 2011

· Raised gross proceeds of £5 million as part of Admission to the Standard List by placing 25,000,000 at 20p per share

Strategic Report

The Directors present the Strategic Report of the Company for the period from 25 March 2021 to 31 March 2022.

Review of Business in the Period

Operational Review

The Company was incorporated in England and Wales on 25 March 2021 as a public limited company under the Companies Act with registered number 13292061. On incorporation, the Company issued 2 ordinary shares at nominal value of 4 pence per share. On 13 May 2021, the Company issued 2,499,998 ordinary shares at nominal value of 4 pence per share.

Upon Admission on 11 October 2021, the Company issued 27,500,000 Ordinary Shares at 20 pence per share and all ordinary shares were admitted by the FCA to a Standard Listing on the Official List in accordance with Chapter 14 of the Listing Rules and to trading on the Main Market of the London Stock Exchange (LSE).

Strategy

The company has been formed to acquire businesses in the technology, media, and telecom ("TMT") sector. The Company intends to consider opportunities within the TMT sector focusing on disruptive ‎digitally enabled media and technology businesses with an initial ‎focus in the financial services and other regulated sectors. The Directors are in charge of carrying out the Company's objectives, implementing its acquisition policy and financing and business strategies, as well as managing the Company as a whole. The Board shall examine and make decisions about all acquisitions, divestitures, and other strategic matters.

The Board provides leadership within a framework of prudent and effective controls. The Board establishes the corporate governance values of the Company and has overall responsibility for setting the Company's strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company. Prior to an acquisition, the Company will not have any full-time employees.

Financial review

Results for the period from 25 March 2021 to 31 March 2022

The Company incurred a loss for the period ended 31 March 2022 of £101,532. The loss for the period results from the on-going administrative expenses required to operate the Company.

Cash flow

Net cash inflow for the period was £4,804,060. This includes gross proceeds of £5,100,000 for the issue of 27,500,000 ordinary shares, costs specifically incurred on the issue of shares of £221,193 charged to share premium, and net operating cash outflows of £74,747 for ongoing costs.

As at 31 March 2022, the Company held £4,804,060 of cash.

Statement of Comprehensive Income


	Note	31 March 2022 £
Continuing operations
Administrative expenses	5	(101,532)
Operating loss and loss before tax		(101,532)

Taxation	6	-
Total comprehensive loss for the period attributable to the equity owners		(101,532)


Loss per share

Basic and diluted (pence per share)	7	(0.01)

The above results were derived from continuing operations.

Statement of Financial Position


Company Number: 13292061		As at 31 March 2022
	Note	£
ASSETS
Current assets
Trade and other receivables	8	6,563
Cash and cash equivalents	9	4,804,060
Total current assets		4,810,623

Total assets		4,810,623

LIABILITIES
Current liabilities
Trade and other payables	10	33,348
Total current liabilities		33,348

Total liabilities		33,348

NET ASSETS		4,777,275

EQUITY
Share capital	11	1,100,000
Share premium	11	3,778,807
Accumulated losses	12	(101,532)
Total equity		4,777,275

Statement of Changes in Equity


	Share Capital	Share Premium	Accumulated Losses	Total Equity
	£	£	£	£

As at 25 March 2021	-	-	-	-

Comprehensive income
Loss for the period	-	-	(101,532)	(101,532)
Transactions with owners
Issue of ordinary shares	1,100,000	4,000,000	-	5,100,000
Cost to issue shares	-	(221,193)	-	(221,193)
As at 31 March 2022	1,100,000	3,778,807	(101,532)	4,777,275

Statement of Cash Flows


		31 March 2022
	Note	£

Cash flow from operating activities
Operating loss		(101,532)
Cash outflow from operating activities		(101,532)
Changes in working capital
Increase in trade and other receivables	8	(6,563)
Increase in trade and other payables	10	33,348
Net cash used in operating activities		(74,747)

Cash flows from financing activities
Proceeds from issue of shares, net of issue costs		4,878,807
Net cash generated from financing activities		4,878,807

Net increase in cash and cash equivalents		4,804,060
Cash and cash equivalents at the beginning of the period		-
Cash and cash equivalents at the end of the period		4,804,060

The financial statements were approved by the Board of Directors and authorised for issue on 25 July 2022.

Harry Hyman

Non-Executive Chairman

Notes to the Financial Statements

1. Company information

TMT Acquisition Plc (the "Company") is a public company listed on the London Stock Exchange in England and Wales. The Company is domiciled in England and its registered office is 15 Fetter Lane, London, EC4A 1BW.

The principal activity of the Company is that of identifying and acquiring investment projects.

This was the Company's first period of operations and the accounting period runs from incorporation on 25 March 2021 to 31 March 2022. Therefore, no comparative figures have been presented.

2. Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of preparation

These financial statements of the Company have been prepared on a going concern basis in accordance with UK-adopted International Accounting Standards (IFRS).

Measurement bases

The financial statements have been prepared under the historical cost convention. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The preparation of the financial statements in compliance with IFRS requires the use of certain critical accounting estimates and management judgements in applying the accounting policies. The significant estimates and judgements that have been made and their effect is disclosed in note 3.

2.2 Going concern

The Company had £4,804,060 cash as at 31 March 2022 and ongoing operational costs of c.£95,000 per annum providing significant headroom to fund costs associated with evaluating acquisitions and investments, including due diligence. On this basis, the Board considers the company to have sufficient resources to remain in operational existence for the foreseeable future.

2.3 Functional and presentation currency

The financial information is presented in the functional currency, pounds sterling ("£") except where otherwise indicated.

2.4 New standards, amendments and interpretations

New standards, interpretations and amendments

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Company has decided not to adopt early.

The following amendments are effective for periods beginning on or after 1 January 2022:

- Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);

- Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16);

- Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41); and

- References to Conceptual Framework (Amendments to IFRS 3).

The following amendments are effective for periods beginning on or after 1 January 2023:

- Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);

- Definition of Accounting Estimates (Amendments to IAS 8); and

- Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).

The Company is currently assessing the impact of these new accounting standards and amendments.

2.5 Segment reporting

Identifying and acquiring investment projects is the only activity the Company is involved in and is therefore considered as the only operating segment.

The financial information therefore of the single segment is the same as that set out in the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the Statement of Cash Flows.

2.6 Financial assets

Classification

The Company classifies all its financial assets at amortised cost. Financial assets do not comprise prepayments. Management determines the classification of its financial assets at initial recognition.

Amortised cost

The Company's financial assets held at amortised cost comprise solely of cash and cash equivalents in the statement of financial position.

The cash and cash equivalents in the statement of financial position is entirely made up of deposits held with Lloyds Bank Plc, a counterparty with independent credit ratings of a minimum of A-.

2.7 Financial Liabilities

The Company classifies its financial liabilities in the category of financial liabilities at amortised cost. All financial liabilities are recognised in the statement of financial position when the Company becomes a party to the contractual provision of the instrument. Trade and other payables are included in this category.

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

2.8 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received net of direct issue costs.

Ordinary shares are classified as equity.

- The share capital account represents the nominal value of the shares issued.

- The share premium account represents premiums received on the initial issuing of the share capital. Incremental costs directly attributable to the issue of new shares are shown in share premium as a deduction from the proceeds, net of tax.

- Accumulated losses include all current period results as disclosed in the Statement of Comprehensive Income.

2.9 Income tax

Income tax for the period presented comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts.

3. Significant judgements and estimates

The preparation of the Company's financial statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities at the statement of financial position date, amounts reported for revenues and expenses during the period, and the disclosure of contingent liabilities, at the reporting date.

Estimates and judgements are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Directors consider that there are no critical accounting judgements or estimates relating to the financial information of the Company.

4. Loss before income tax

The loss before income tax is stated after charging:


			31 March 2022
			£
Fees payable to the Company's auditors - audit of the Company's annual accounts			18,000
Fees payable to the Reporting Accountant			9,000

5. Analysis of expenses by nature

The breakdown by nature of administrative expenses is as follows:


			31 March 2022
			£
Accounting fees			40,656
Audit fees			18,000
Professional fees			41,138
Other costs			1,738
Total administrative expenses			101,532

6. Taxation


			31 March 2022 £
Analysis of charge in period
Loss before tax on continuing operations			(101,532)
Tax at the UK corporation tax rate of 19%			(19,291)
Tax losses carried forward			19,291
Tax charge for the period			-

The standard rate of corporation tax applicable for the period was 19 per cent.

The Company has tax losses carried forward of £Nil. The Directors believe that it would not be prudent to recognise any deferred tax assets before such time as the Company generates taxable income.

7. Loss per share

The loss per share has been calculated using the loss for the period and the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the period, as follows:


			31 March 2022
			£
Loss for the period attributable to equity holders of the Company			(101,532)
Weighted average number of ordinary shares			13,692,724
Loss per share			(0.01)

8. Trade and other receivables


			31 March 2022
			£
Amounts falling due within one year:
Prepayments			6,563
			6,563

It is the Company's policy to assess receivables for recoverability based on historical data available to management in addition to forward looking information utilising managements knowledge. The Directors consider that the carrying amount of trade and other receivables is approximately equal to their value.

9. Cash and cash equivalents


			31 March 2022
			£
Cash at bank			4,804,060
			4,804,060

10. Trade and other payables


			31 March 2022
			£
Amounts falling due in one year:
Trade payables			6,348
Accruals			27,000
			33,348

Share capital


	Number of Shares	Share Capital £	Share premium £
Issued and fully paid Ordinary shares of 4p each	27,500,000	1,100,000	3,778,807
At 31 March 2022	27,500,000	1,100,000	3,778,807

The Company was incorporated on 25 March 2021. On incorporation, 2 ordinary shares with par value of 4p per share were issued at par.

On 13 May 2021, the Company allotted and issued 2,499,998 new ordinary shares at par value for an aggregate cash consideration of £100,000.

On 11 October 2021, the Company allotted and issued 25,000,000 new ordinary shares of 4p at a price of 20p for an aggregate cash consideration of £5,000,000.

Voting rights

The holders of ordinary shares are entitled to one voting right per share.

Dividends

The holders of ordinary shares are entitled to dividends out of the profits of the Company available for distribution.

11. Reserves

Share premium

Includes all premiums in excess of the nominal value of shares received on issue of share capital less any costs that are directly attributable to the issue of the shares.

Accumulated losses

Includes all losses incurred in the period.

12. Financial instruments

Financial assets

Financial assets measured at amortised cost comprise cash and cash equivalents, as follows:


			31 March 2022
			£
Cash at bank			4,804,060
			4,804,060

Financial liabilities

Financial liabilities measured at amortised cost comprise trade and other payables, as follows:


			31 March 2022
			£
Trade payables			6,348
Accruals			27,000
			33,348

The Company's major financial instruments include bank balances and amounts payables to suppliers. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. Risk management is carried out by the Board of Directors. The Company uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed.

Liquidity risk

Liquidity risk arises from the Company's management of working capital.

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Directors have considered the liquidity risk as part of their going concern assessment (note 2). Controls over expenditure are carefully managed in order to maintain its cash reserves whilst it targets a suitable transaction. Financial liabilities are all due within one year.

Credit risk

The Company's credit risk is wholly attributable to its cash balance. The credit risk from its cash and cash equivalents is limited because the counter parties are banks with high credit ratings and have not experienced any losses in such accounts.

Interest risk

The Company's exposure to interest rate risk is the interest received on the cash held, which is immaterial.

Capital risk management

The Company's objectives when managing capital is 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. The Company has no borrowings. 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.

Currency risk

The Company is not exposed to any currency risk at present.

13. Related party transactions

The related parties are considered to be the Directors who each have shares in the Company. The Directors received no remuneration during the period and there were no other transactions with Directors.

14. Ultimate controlling party

The Company has no ultimate controlling party.

15. Subsequent events

There have been no significant events subsequent to the period end.

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