28 February 2024
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. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Craven House Capital PLC
("Craven House" or the "Company")
Unaudited Interim Report for the period ended 30 November 2023
CRAVEN HOUSE CAPITAL PLC
INVESTMENT MANAGER'S REPORT FOR THE SIX MONTH PERIOD ENDED
30 NOVEMBER 2023
Statement by the Investment Manager
The Company's investment portfolio comprises minority shareholdings in five Swedish-managed businesses operating in the eCommerce and pharmaceutical sectors. The valuations of the respective entities at the end of the period are as follows
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The investee companies remain at a 'pre-revenue' stage of business development.
The was no material activity during the current period.
As publicly disclosed, BioVitos has completed its RTO transaction with Hemcheck Sweden AB (a Swedish medical technology company, listed on the Stockholm Stock Exchange) whereby BioVitos has been issued 259,654,000 shares in Hemcheck. Craven House remains a 24.5% shareholder in BioVitos and we anticipate that Craven will a receive a pro-rata distribution of Hemcheck shares in the near future.
Desmond Holdings Ltd
Investment Manager to Craven House Capital Plc
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
|
| | | Six months ended | | Year Ended | ||
| | | 30 Nov 2023 |
| 30 Nov 2022 | | 31 May 2023 |
| Note | | (Unaudited) |
| (Unaudited) | | (Audited) |
| | | $'000 |
| $'000 | | $'000 |
| | |
|
|
| | |
CONTINUING OPERATIONS | | |
|
|
| | |
| | |
|
|
| | |
Changes in fair value | | | - |
| - | | (5,264) |
Administrative expenses
| | |
(77) |
|
(72) | |
(186)
|
| | |
|
|
| | |
OPERATING LOSS | | | (77) |
| (72) | | (5,450) |
Interest expense | | |
(37) |
|
- | |
(65) |
LOSS BEFORE INCOME TAX | | |
(114) |
|
(72) | |
(5,515) |
| | |
|
|
| | |
Income tax | 2 | | - |
| - | | - |
| | |
|
|
| | |
LOSS FOR THE PERIOD | | | (114) |
| (72) | | (5,515) |
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Earnings per share expressed | | |
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In cents per share: | | |
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| | |
Basic and diluted | 5 | | (2.95) |
| (1.86) | | (142.74) |
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CRAVEN HOUSE CAPITAL PLC
STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2023
|
| | | Six months ended | | Year Ended | |||||
| | | 30 Nov 2023 |
| 30 Nov 2022 | | 31 May 2023 | |||
| | | (Unaudited) |
| (Unaudited) | | (Audited) | |||
| Note | | $'000 |
| $'000 | | $'000 | |||
ASSETS | | |
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|
| | | |||
NON-CURRENT ASSETS | | |
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| | | |||
Investments at fair value through | | |
|
|
| | | |||
profit or loss | 3 | | 1,136 |
| 6,400 | | 1,136 | |||
| | | 1,136 |
| 6,400 | | 1,136 | |||
| | |
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| | | |||
CURRENT ASSETS | | |
|
|
| | | |||
Trade and other receivables | | | 25 |
| 32 | | 38 | |||
Cash and cash equivalents | | | - |
| 1 | | 4 | |||
| | | 25 |
| 33 | | 42 | |||
TOTAL ASSETS | | | 1,161 |
| 6,433 | | 1,178 | |||
| | |
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| | | | |||
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EQUITY | | |
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SHAREHOLDERS' EQUITY | | |
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| | | |||
Called up share capital | 4 | | 3,802 |
| 3,802 | | 3,802 | |||
Share premium | | | 11,153 |
| 11,153 | | 11,153 | |||
Accumulated deficit | | | (15,453) |
| (9,896) | | (15,339) | |||
TOTAL EQUITY | | | (498) |
| 5,059 | | (384) | |||
| | |
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| | | |||
LIABILITIES | | |
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CURRENT LIABILITIES | | |
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| | | |||
Trade and other payables | | | 114 |
| 78 | | 109 | |||
NON-CURRENT LIABILITIES | | |
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| | | |||
Other payables | | | ,1,545 |
| 1,296 | | 1,453 | |||
TOTAL LIABILITIES | | | 1,659 |
| 1,374 | | 1,562 | |||
TOTAL EQUITY AND LIABILITIES | | | 1,161 |
| 6,433 | | 1,178 | |||
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
|
| Called up share capital $'000 |
|
Share premium $'000 |
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|
Accumulated deficit $'000
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Total $'000 |
| | | | | | | |
Balance at 1 June 2022 |
3,802 | |
11,153 | | |
(9,824) |
5,131 |
| | | | | | | |
Changes in equity | | | | | | | |
Issue of share capital | - | | - | | | - | - |
Transactions with owners | 3,802 | | 11,153 | | | (9,824) | 5,131 |
Loss for the period | - | | - | | | (72) | (72) |
| | | | | | | |
Balance at 30 November 2022 |
3,802 | |
11,153 | | |
(9,896) |
5,059 |
| | | | | | | |
Changes in equity | | | | | | | |
Issue of share capital | - | | - | | | - | - |
Transactions with owners | 3,802 | | 11,153 | | | (9,896) | 5,059 |
Loss for the period | - | | - | | | (5,443) | (5,443) |
| | | | | | | |
Balance at 31 May 2023 |
3,802 | |
11,153 | | |
(15,339) |
(384) |
| | | | | | | |
Changes in equity | | | | | | | |
Issue of share capital | - | | - | | | - | - |
Transactions with owners | 3,802 | | 11,153 | | | (15,339) | (384) |
Loss for the period | - | | - | | | (114) | (114) |
| | | | | | | |
Balance at 30 November 2023 |
3,802 |
|
11,153 | | |
(15,453) |
(498) |
CRAVEN HOUSE CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
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| | | Six months ended | | Year Ended | |||
| | | 30 Nov 2023 |
| 30 Nov 2022 | | 31 May 2023 | |
| | | (Unaudited) |
| (Unaudited) | | (Audited) | |
| | | $'000 |
| $'000 | | $'000 | |
| | |
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| | | |
Cash flows from operating activities Loss before income tax Adjustments for non-cash items Fair value adjustment arising on investments Decrease in trade and other receivables Increase in trade and other payables Interest expense | | |
(114)
- 13 5 37 |
|
(72)
- 11 2 - | |
(5,515)
5,264 5 33 65 | |
Net cash used in operating activities | | | (59)
|
| (59) | | (148) | |
Cash flows from financing activities | | |
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| | | |
Loans received | | | 55
|
| 59
| | 151 | |
Net cash from financing activities | | | 55 |
| 59 | | 151 | |
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Net (decrease)/increase in cash and cash equivalents |
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(4) |
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- |
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3 | |
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Cash and cash equivalents at the beginning | | |
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of the period | | | 4 |
| 1 | | 1 | |
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Cash and cash equivalents at the end of the period | | |
- |
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1 | |
4 | |
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CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
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1. ACCOUNTING POLICIES
General Information
Craven House Capital Plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is given on the company information page. The Company is listed on the AIM Market of the London Stock Exchange (ticker: CRV).
The next annual financial statements of Craven House Capital Plc will be prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted international standards. Accordingly, the interim financial information in this report has been prepared using accounting policies consistent with IFRS. IFRS are subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an on-going process of review and endorsement by the European Commission. The financial information has been prepared on the basis of the IFRS that the directors expect to be applicable as at 31 May 2024.
The financial information has been prepared under the historical cost convention, except to the extent varied for fair value adjustments required by accounting standards, and in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted international standards. The principal accounting policies have been applied to all periods presented.
This financial information is unaudited and does not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006. The financial statements of the Company for the year ended 31 May 2023, which were prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under UK adopted international standards, have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not include any statement under Section 498 of the Companies Act 2006.
This financial information is presented in United States dollar, rounded to the nearest $'000.
The directors do not propose the issuance of a dividend.
The interim financial information for the six months ended 30 November 2023 was approved by the directors on 27 February 2024.
Going concern
The directors consider that the Company is well placed to manage its business risks successfully and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial information.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
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2. Taxation
No tax charges arose in the period or in comparative periods as a result of losses incurred.
3. Investments at fair value through profit or loss
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| Unquoted equity investments $'000
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Total $'000 |
| | | | | | | |
As at 1 June 2023 and 30 November2023 | | | | | | 1,136 | 1,136 |
| | | | | | | |
The value of Investments represents the Company's acquisitions during 2020 of interests in the below-named five UK entities. These are all unquoted investments and have therefore been measured on a Level 3 basis as no observable market data is available. Further information on each investment holding is as follows;
Shares in Garimon Limited are valued at $nil representing a 29.9% holding. Garimon Limited is the owner of "Magazinos.com", an on-line media magazine and periodical content provision service. Despite the potential future value of this investment, the fair value has been impaired to zero due to the current absence of tangible arm's length or market-based valuation metrics.
Shares in Stormfjord Limited are valued at $nil representing a 25.5% holding. Stormfjord is the owner of the domain www.onebas.com, an optimised search engine providing a portal to music content freely circulating online. Despite the potential future value of this investment, the fair value has been impaired to zero due to the current absence of tangible arm's length or market-based valuation metrics.
Shares in Honeydog Limited are valued at $nil representing a 29.9% holding. Honeydog Limited is the 25% owner of the entity which owns the licence to manufacture and distribute the chemotherapy drug, Temodex, which is used in the treatment of brain tumours. Despite the potential future value of this investment, the fair value has been impaired to zero due to the current absence of tangible arm's length or market-based valuation metrics.
CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
3. Investments at fair value through profit or loss (continued)
Shares in Rosedog Limited are valued at $nil representing a 28.6% holding, unchanged from the prior year. Rosedog Limited is the owner of TV Zinos (www.tvzinos.com), a website which offers a number of free-to-view television channels. Despite the potential future value of this investment, the fair value has been impaired to zero due to the current absence of tangible arm's length or market-based valuation metrics.
Shares in Bio Vitos Medical Limited are valued at $1,136,256 representing a 24.5% holding. Bio Vitos is the owner of the licence to market a patented heart drug 'Succifer' (also marketed as 'Inofer'). The drug has been demonstrated to improve iron uptake in patients with chronic heart conditions. The valuation of this shareholding is supported by an RTO undertaken by BioVitos during the period into Hemcheck Sweden AB (a Swedish medical technology company, listed on the Stockholm Stock Exchange) in a transaction which values Succifer at $5,000,000. As a result BioVitos will be issued 259,654,000 shares in Hemcheck.
The businesses of all of the above portfolio investments are presently loss-making although their cost bases are low and there is minimal committed future expenditure, meaning that the extent and timing of the Company's further investment in the businesses are highly controllable. The Company and the incumbent management teams of the investee companies will continue to work together with the aim that these businesses become financially self-sustaining and generating surpluses within the short- to medium-term and to crystallise additional capital value for shareholders through strategic, third-party partnerships.
4. Called up share capital
Authorised, issued and fully paid share capital as at 30 November 2023 is as follows:
The aggregate nominal values of the ordinary shares include exchange differences arising from the translation of shares at historic rates and the translation at the rate prevailing at the date of the change in functional currency.
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CRAVEN HOUSE CAPITAL PLC
NOTES TO THE FINANCIAL INFORMATION - continued
FOR THE SIX MONTH PERIOD ENDED 30 NOVEMBER 2023
5. Earnings per share
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The calculation of basic earnings per share is based on the loss attributable to the equity holders of $114,000 divided by the weighted average number of shares in issue during the period of 3,863,590 (six months ended 30 November 2022: loss of $72,000 and 3,863,590 shares; year ended 31 May 2023: loss of $5,515,000 and 3,863,590 shares).
6. Related party disclosures
Craven Industrial Holdings Plc
During the period, Craven Industrial Holdings Plc paid costs on behalf of and advanced loans to the Company. At the period end, the outstanding balance due to Craven Industrial Holdings Plc was $1,545,00. Despite the common director in Mr M J Pajak, the board of Craven House Capital Plc do not believe that Craven House Capital Plc or Craven Industrial Holdings Plc are able to exert control or influence over each other and neither are accustomed to act in accordance with instructions from the other.
7. Events after the reporting period
None.
For further information please contact:
Craven House Capital Plc Mark Pajak
| Tel: 0203 286 8130
|
SI Capital Broker Nick Emerson | Tel: 01483 413500 |
SPARK Advisory Partners Limited Nominated Adviser Matt Davis |
Tel: 0203 368 3550
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About Craven House Capital:
The Company's Investing Policy is primarily to invest in or acquire a portfolio of companies, partnerships, joint ventures, businesses or other assets participating in the e-Commerce sector.
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