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Summerway Cap PLC   -  SWC   

Interim Report

Released 07:00 29-May-2019

RNS Number : 3897A
Summerway Capital PLC
29 May 2019
 

29 May 2019

 

Summerway Capital Plc

("Summerway" or the "Company")

Interim Report for the six months ended 28 February 2019

London, 29 May 2019 - Summerway Capital plc announces its unaudited condensed interim results for the six months ended 28 February 2019.

Over the period, Summerway generated a loss after taxation of £0.115 million, reflecting operating expenses and one-off costs relating to the initial fund-raising. As at 28 February 2019, Summerway held £5.688 million cash.

Alexander Anton, Summerway's Chairman, commented: "Against the backdrop of Brexit, we continue to pursue our investment strategy since admission to trading on AIM on 19th October 2018. We have identified a number of potential acquisition opportunities which we hope to progress in the year ahead. We look forward to updating shareholders further in due course."

The Interim Report is also available on the Company's website at www.summerwaycapital.co.uk

Enquiries:

Summerway Capital


Mark Farmiloe

020 7440 7520



N+1 Singer (Nominated Adviser and Broker)


Sandy Fraser / Lauren Kettle

020 7496 3000

 

LEI Code: 213800YXCATORT475807

 

 

CHAIRMAN'S STATEMENT

 

I am pleased to present to shareholders the Interim Condensed Consolidated Financial Statements of Summerway Capital plc (the "Company") for the six months ended 28 February 2019.

 

Strategy

 

The Company's investment strategy remains the same as outlined in its Admission Document dated 16 October 2018.

 

Results and Developments in the Period

 

The Company was incorporated on 31 August 2018. The Group's loss after taxation for the six months to 28 February 2019 was £114,766, which comprised £74,670 of administrative expenses, £40,096 one-off costs relating to the initial fund-raising and interest received of £3,280. At the period end, the Company held a cash balance of £5,687,979.

 

On listing in October 2018, Summerway successfully raised £5.8million (after expenses).

  

Outlook

 

Against the backdrop of Brexit, we continue to pursue our investment strategy since admission to trading on AIM on 19th October 2018. We have identified a number of potential acquisition opportunities which we hope to progress in the year ahead. We look forward to updating shareholders further in due course.

 

Alexander Anton

Chairman

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 



Six months ended



28 February 2019


Note

Unaudited



£







Administrative expenses

3

(118,046)

Operating loss


(118,046)




Finance income


3,280

Finance income


3,280




Loss before income tax


(114,766)




Income tax


-

Net loss for the period


(114,766)

Total other comprehensive income


-

Total comprehensive loss


(114,766)




Attributable to:



Owners of the Company


(114,766)




Loss per ordinary share



Basic loss per share attributable to ordinary equity holders of the Company

 4

(2.55)p

 

The Company's activities derive from continuing operations.

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 



As at



28 February



2019


Note

Unaudited



£

Assets



Current assets



Cash and cash equivalents


5,687,979

Other receivables

6

71,178

Total current assets


5,759,157




Total assets


5,759,157




Current liabilities



Trade and other payables

7

40,037

Total liabilities


40,037

Net Assets


5,719,120




Capital and reserves attributable to equity holders of the parent



Share capital

8

61,300

Share premium reserve

9

5,711,086

Capital redemption reserve

9

49,500

Accumulated losses

9

(114,766)

Equity attributable to the equity holders of the parent


5,707,120

Non-controlling interest

9

12,000

Total equity


5,719,120




 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 





Share

Capital



Non-




Share

Deferred

Premium

Redemption

Accumulated


controlling

Total


Notes

 capital

 Shares

reserve

reserve

losses

Subtotal 

interest

equity



£

£

£

£


£

£

Balance as at 31 August

2018 (unaudited)


50,000

-

-

-

-

50,000

-

50,000

Shares split


(49,500)

49,500

-

-

-

-

-

-

Cancellation of deferred shares


-

(49,500)

-

49,500

-

-

-

-

Issue of shares


60,800

-

6,019,200

-

-

6,080,000

-

6,080,000

Share issue costs


-

-

(308,114)

-

-

(308,114)

-

(308,114)

Non-controlling interest


-

-

-

-

-

-

12,000

12,000

Loss for the period


-

-

-

 -

(114,766)

(114,766)

-

(114,766)

Balance as at 28 February 2019 (unaudited)


61,300

-

5,711,086

49,500

 (114,766)

5,707,120

12,000

5,719,120

 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 



Six months ended



28 February 2019


Note

Unaudited



£




Cash flows from operating activities



Operating loss


(118,046)




Adjustments to reconcile loss before income tax to operating cash flows:



Increase in other receivables

6

(9,178)

Increase in trade and other payables

7

40,037

Bank interest received


3,280

Net cash used in operating activities


(83,907)




Cash flows from financing activities



Proceeds from issue of share capital


6,080,000

Share issue costs


(308,114)

Net cash generated from financing activities


5,771,886







Net increase in cash and cash equivalents


5,687,979

Cash and cash equivalents at beginning of the period


        -

Cash and cash equivalents at the end of the period


5,687,979




 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.      GENERAL INFORMATION

Summerway Capital plc is an investing company (for the purposes of the AIM Rules for Companies) and is incorporated in England and Wales and domiciled in the United Kingdom (company number: 11545912). It is a public limited company and the address of the registered office is Fleetworks, 26 Farringdon Street, London EC4A 4AB. The Company is the parent company of Summerway Subco Limited (company number: 11565845). The activity of the Company is the acquisition and subsequent development of businesses which are either headquartered in the UK, or that have substantial operations in the UK. The Company is principally focused on opportunities in the wider household and consumer goods sector, including retail and consumer brands, particularly where there is an opportunity to introduce operational and performance improvements, including new technologies and associated operating and value leverage.

 

2.      BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES

 

(a)    Basis of preparation

These Interim Condensed Consolidated Financial Statements for the six months ended 28 February 2019 have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and with the recognition and measurement principles of International Financial Reporting Standards ("IFRS") as adopted by the EU that are expected to be applicable to the financial statements for the year ended 31 August 2019 and on the basis of the accounting policies to be used in those financial statements. The Interim Condensed Consolidated Financial Statements do not include all the information required for full annual financial statements and accordingly, whilst the Interim Condensed Consolidated Financial Statements have been prepared in accordance with the recognition and measurement principles of IFRS, it cannot be construed as being in full compliance with IFRS.

 

These Interim Condensed Consolidated Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.

 

The Company was incorporated on 31 August 2018 and therefore there are no comparative figures.

 

(b)   New standards and amendments to International Financial Reporting Standards

Standards, amendments and interpretation effective and adopted by the Group: 

IFRS 9 'Financial Instruments' amends the classification and measurement models for financial assets and adds new requirements to address the impairment of financial assets. It also introduces a new hedge accounting model to more closely align hedge accounting with risk management strategy and objectives. The standard requires companies to make an election on whether gains and losses on equity instruments measured at fair value should be recognised in the Statement of Comprehensive Income or other comprehensive income, with no recycling. IFRS 9 has been adopted by the Group but has had no material effect on the Group's results.

 

Standards issued but not yet effective:

 

The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not expected that these standards will have a material impact on the Group.

 

Standard


Effective date

(period commencing)




IFRS 16

Leases

1 January 2019

IFRIC 23

Uncertainty over Income Tax Treatments

1 January 2019

IFRS 17

Insurance Contracts

1 January 2021

 

 

3.      EXPENSES BY NATURE

 





Six months ended 28 February

2019

 





£

 

Group expenses by nature





 

One-off costs related to the listing




40,096

 






 

Staff related costs




22,500

 

Office costs




17,604

 

NOMAD, registrar and Stock Exchange costs




17,552

 

Audit and accountancy costs




14,770

 

Other expenses




5,524

 





118,046

 






 

4.      LOSS PER ORDINARY SHARE

Basic loss per ordinary share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.





Six months ended 28 February 2019











Loss attributable to the owners of the Company




£ (114,766)

Weighted average number of ordinary shares in issue




4,508,667

Basic loss per share




(2.55) p






 

5.      INVESTMENTS

 

Principal subsidiary undertakings of the Group

The Company directly owns the ordinary share capital of its subsidiary undertakings as set out below:

 

Subsidiary

 

 

Nature of business

 

 

 

Country of incorporation

 

Proportion of A ordinary shares held by Company

 

Proportion of B ordinary shares held by Company

 







Summerway Subco Limited

Incentive vehicle

England and Wales

100%

0%








 

The address of the registered office of Summerway Subco Limited (the "Subsidiary") is Fleetworks, 26 Farringdon Street, London EC4A 4AB.

 

6.      OTHER RECEIVABLES

All receivables are current. There is no material difference between the book value and the fair value of receivables.





As at

28 February

2019





£

Amounts falling due within one year





Prepayments




6,330

Other receivables




64,848





71,178

7.      TRADE AND OTHER PAYABLES

There is no material difference between the book value and the fair value of the trade and other payables.





As at

28 February

2019





£

Trade payables




15,711

Accruals




21,490

Other tax and national insurance payable




2,836





40,037

 

8.    SHARE CAPITAL

 





As at

28 February

2019





£

Issued





6,130,000 ordinary shares of 1p each




61,300










61,300

 

 

9.    RESERVES

 

The following describes the nature and purpose of each reserve within shareholders' equity:

Share premium reserve

A statutory, non-distributable reserve which represents the premium paid for new shares above their nominal value.

 

Capital redemption reserve

A statutory, non-distributable reserve into which amounts are transferred following the redemption or purchase of a Company's own shares

 

Retained deficit

Cumulative net gains and losses recognised in the Statement of Comprehensive Income.

 

Other reserves

Other reserves comprise 999,999 B Shares of £0.01 in the Subsidiary issued to the Executive Directors of the Company on 17 September 2018 at a price of £0.012 per share (the "B Shares").

 

10.    RELATED PARTY TRANSACTIONS

 

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.

 

Under the terms of their respective service agreements, the Executive Directors are each paid a salary of £1,000 per calendar month, in each case payable monthly in arrears. The Non-Executive Director is paid a monthly fee of £1,500 per calendar month.

 

The Directors and their connected persons hold a total of 1,650,000 ordinary shares in the Company, representing 26.9 per cent of the enlarged share capital following admission.

 

On 17 September 2018 the Executive Directors subscribed for, in aggregate, 999,999 B Shares in the subsidiary, Summerway Subco Limited pursuant to the Subsidiary Incentive Scheme.

 

11.    COMMITMENTS AND CONTINGENT LIABILITIES

There were no commitments or contingent liabilities outstanding at 28 February 2019 that require disclosure or adjustment in these interim financial statements.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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Interim Report - RNS