26 February 2021
STRANGER HOLDINGS PLC
("Stranger" or the "Company")
Interim Results for the Six-Month Period Ended 30 September 2020
Stranger is an investment company with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector.
Chairman's Report
Subsequent to the announcement of non-binding Heads of Terms to acquire a group of companies and assets containing recycling technology and mineral assets including cobalt, nickel and associated metals, the directors of the target companies have been devoting considerable time and energy to developing the "Recyclus Group" to enhance shareholder value and to develop a cohesive, profitable and attractive RTO target to the benefit of our shareholders.
Included in the RTO group is a UK company with assets located in south eastern Cameroon, Africa, and another is a US company with assets in Idaho, United States. The principal company within the target Reverse Take-Over ("RTO") group is Recyclus Group Limited.
The directors of Recyclus and related companies, which are subject to the Reverse Takeover, have assisted Stranger in raising funds via the bond loan facility and significant funds have been advanced from Stranger to Recyclus to enable them to develop their business prior to the completion of the RTO.
Recyclus is structured as an ESG compliant, ethical, green business, for the clean recycling of tyres and batteries in the UK. There is an opportunity to leverage next generation recycling technologies for current and nearby market commercialisation. By using technologies that are now beyond proof-of-concept to create circular economies, increase efficiencies and reduce the carbon footprints within these recycling industries.
Recyclus is partnering with existing, permitted, cash generative businesses within the UK. Recyclus will not only provide funding for these businesses for expansion, but also add operational value by leveraging industry knowledge to increase contracted supply and offtake for the plants.
Work is in progress with regard to the submission to the UK Listing Authority of the FCA and the draft prospectus and re-admission document is in progress. The Acquisitions are subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code.
The Future
The directors look forward to completing this RTO as soon as practicable as we believe the acquisition represents an exciting and profitable opportunity for the shareholders of the company
Risks and uncertainties
The Company is a relatively new entity, with only a brief operating history, and therefore, investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating one or more companies or businesses.
Going Concern
As stated in the notes to the condensed financial statements, the directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.
Post Balance Sheet Events
The loan facility with Dover Harcourt Plc has been extended post period end by £399,193. Further details of the facility can be found in the Results for the period.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';
(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 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 parties' transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.
James Longley
Director
26 February 2021
STRANGER HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME
| 6 Months ended 30 September 2020 GBP ('000) (unaudited) | 6 months ended 30 September 2019 GBP ('000) (unaudited) | Year ended 31 March 2020 GBP ('000) (audited) |
|
|
|
|
Revenue | 1 | - | - |
Administrative expenses |
(117) |
(166) |
(412) |
Listing costs | (1) | (21) | (20) |
Reverse takeover costs | - | (20) | (-) |
| ─────── | ─────── | ─────── |
Operating loss | (118) | (207) | (432) |
|
|
|
|
Investment Income |
| 11 | 56 |
Finance costs | (104) | (114) | (129) |
| ─────── | ─────── | ─────── |
Loss before taxation | (222) | (310) | (505) |
Taxation | - | - | - |
| ─────── | ─────── | ─────── |
Loss for the period | (222) | (310) | (505) |
| ═══════ | ═══════ | ═══════ |
|
|
|
|
Loss per share - basic and diluted (pence) | (0.15p) | (0.21p) | (0.35p) |
| ─────── | ─────── | ─────── |
STRANGER HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION
| As at 30 September 2020 GBP ('000) (unaudited) | As at 30 September 2019 GBP ('000) (unaudited) | As at 31 March 2020 GBP ('000) (audited) |
Assets |
|
|
|
Current assets |
|
|
|
Trade & other receivables | 391 | 128 | 215 |
Cash and cash equivalents | - | 100 | 60 |
|
|
|
|
Non current assets |
|
|
|
Other debtors | 135 | 140 | 94 |
| ─────── | ─────── | ─────── |
Total Assets | 526 | 368 | 369 |
| ═══════ | ═══════ | ═══════ |
|
|
|
|
Equity and Liabilities |
|
|
|
Share capital | 145 | 145 | 145 |
Share premium | 737 | 737 | 737 |
Profit and loss | (2,606) | (2,189) | (2,384) |
| ─────── | ─────── | ─────── |
Total Equity | (1,724) | (1,307) | (1,502) |
|
|
|
|
Current Liabilities |
|
|
|
Trade and other payables | 674 | 873 | 686 |
Borrowings | 201 | - | 190 |
| ─────── | ─────── | ─────── |
Total current liabilities | 875 | 873 | 876 |
| ─────── | ─────── | ─────── |
Long term liabilities |
|
|
|
Borrowings | 1,375 | 802 | 995 |
| ─────── | ─────── | ─────── |
Total long term liabilities | 1,375 | 802 | 995 |
| ─────── | ─────── | ─────── |
|
|
|
|
| ─────── | ─────── | ─────── |
Total Liabilities | 2,250 | 1,675 | 1,871 |
| ─────── | ─────── | ─────── |
Total Equity and Liabilities | 526 | 368 | 369 |
| ═══════ | ═══════ | ═══════ |
STRANGER HOLDINGS PLC
INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY
| Share Capital
GBP ('000) | Share premium
GBP ('000) | Retained earnings
GBP ('000) | Total
GBP ('000)
|
Equity at 31 March 2019 | 145 | 737 | (1,879) | (997) |
|
|
|
|
|
Loss for the period | - | - | (310) | (310) |
| ────── | ────── | ─────── | ────── |
Equity at 30 September 2019 | 145 | 737 | (2,189) | (1,307) |
|
|
|
|
|
|
|
|
|
|
Loss for the period | - | - | (195) | (195) |
| ────── | ────── | ────── | ────── |
Equity at 31 March 2020 | 145 | 737 | (2,384) | (1,502) |
|
|
|
|
|
Loss for the Period | - | - | (222) | (222) |
|
|
|
|
|
| ────── | ────── | ────── | ────── |
Equity at 30 September 2020 | 145 | 737 | (2,606) | (1,724) |
| ══════ | ══════ | ═══════ | ══════ |
STRANGER HOLDINGS PLC
INTERIM CONDENSED CASH FLOW STATEMENT
| 6 months ended 30 September 2020 GBP ('000) (unaudited) | Period ended 30 September 2019 GBP ('000) (unaudited) | Year ended 31 March 2020 GBP ('000) (audited) |
|
|
|
|
Cash flows from operating activities |
|
|
|
Operating loss | (222) | (310) | (505) |
Add interest payable | 104 | 85 | 161 |
(Increase)/decrease in trade and other receivables | (178) | (121) | (77) |
Less interest receivable | (47) | (11) | (56) |
Increase/(decrease) in trade and other payables | 243 | 287 | (205) |
| ─────── | ─────── | ─────── |
Net cash flows from operating activities | (100) | (70) | (682) |
|
|
|
|
Cashflows from investing activities |
|
|
|
Amounts advanced/(repaid) to related parties | (21) | (89) | (79) |
Interest received | 47 | 11 | 56 |
Interest paid | (36) | (69) | (85) |
| ─────── | ─────── | ─────── |
Net cash from/(used in) investing activities
| (10) | (147) | (108) |
Cash flows from financing activities |
|
|
|
Net proceeds from issue of bonds | - | 317 | 660 |
Convertible loan notes | - | - | 190 |
Bank borrowing | 50 | - | - |
| ─────── | ─────── | ─────── |
Net cash flows from financing activities | 50 | 317 | 850 |
| ─────── | ─────── | ─────── |
Net increase in cash and cash equivalents | (60) | 100 | 60 |
Cash and cash equivalents at the beginning of the period | 60 | - | - |
| ─────── | ─────── | ─────── |
Cash and cash equivalents at the end of the period | - | 100 | 60 |
| ═══════ | ═══════ | ═══════ |
NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT
General Information
Stranger Holdings Plc ('the company') is an investment company incorporated in the United Kingdom. The address of the registered office is 27-28 Eastcastle Street London W1E 8DN. The Company was incorporated and registered in England and Wales on 22 October 2015 as a private limited company and re-registered on 14 November 2016 as a public limited company.
1. Basis of preparation
This announcement was approved and authorised to issue by the Board of directors on 25 February 2021
The financial information in this interim report has been prepared in accordance with the International Financial Reporting Standards. IFRS comprises standards issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union (EU). The same accounting policies and methods of computations are used as in the most recent annual financial statements
There are no IFRS, or IFRIC interpretations that are effective for the first time in this period that would be expected to have a material impact on the company.
The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.
The Directors are of the opinion that the financial information should be prepared on a going concern basis, in the light of the Company's financial resources.
These condensed interim financial statements for the six months ended 30 September 2019 and 30 September 2018 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 March 2019 are extracted from the 2019 audited financial statements.
No taxation charge has arisen for the period and the Directors have not declared an interim dividend.
Copies of the interim report can be found on the Company's website at www.strangerholdingsplc.com.
Going concern
The forecast cash-flow requirements of the business are contingent upon the ability of the Company to attract investors in the bonds issued by Dover to extend the credit facility to the Company. The directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.
2. Loss per share
Basic loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.
The calculation of basic and diluted earnings per share is based on the following figures:
| 6 months ended 30 September 2020 GBP ('000) (unaudited) | Year ended 30 September 2019 GBP ('000) (unaudited) | Year ended 31 March 2020 GBP ('000) (audited)
|
Loss for the period | (222) | (310) | (505) |
|
|
|
|
Weighted average number of shares - basic and diluted | 145,770,000 | 145,770,000 | 145,770,000 |
| ─────── | ─────── | ─────── |
Basic and diluted earnings per share | (0.15p) | (0.21p) | (0.35p) |
| ─────── | ─────── | ─────── |
The basic and diluted earnings per share are the same as there were no potential dilutive shares in issue during the period.
3. Share Capital
|
| As at 30 September 2020 GBP ('000) (unaudited) | As at 30 September 2019 GBP ('000) (unaudited) | As at 31 March 2020 GBP ('000) (audited)
|
145,770,000 Ordinary shares of £0.001 each |
| (145) | (145) | (145) |
|
|
|
|
|
|
| ─────── | ─────── | ─────── |
4. Reports
A copy of this announcement will be mailed to shareholders and copies will be available for members of the public at the Company's Registered Office 27-28 Eastcastle Street London W1E 8DN
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.