TIDMBAY
RNS Number : 4583N
Bay Capital PLC
30 September 2021
Bay Capital Plc
("Bay Capital" or the "Company")
Interim report for the six months ended 30 June 2021
Bay Capital Plc (LSE: BAY) announces its unaudited condensed
interim results from incorporation on 31 March 2021 to 30 June
2021.
Strategy
The Company was established in 2021 to pursue opportunities in
the industrial, construction and business services sectors, and
software and technology companies which service those
industries.
It has a flexible approach, enabling it to deploy capital in
minority or majority investments, or full acquisitions across the
UK and internationally.
Results and developments in the period from incorporation to 30
June 2021
The Company's loss after taxation was GBP89,500, reflecting
operating expenses incurred during its admission to the Main Market
of the London Stock Exchange.
As at 30 June 2021, the Company had yet to complete any placings
associated with its admission to the Main Market of the London
Stock Exchange and as such, its cash balance at the period end only
reflected the GBP2 of share capital raised at the Company's
incorporation on 31 March 2021.
Developments in the post period end and outlook
On 26 August 2021, Peter Tom CBE was appointed Chairman of the
Company, joining David Williams as its other Director.
In August 2021, the Company completed its pre-IPO placing with
its Directors and founder shareholders, raising gross placing
proceeds of GBP3.0 million through the issuance of 30 million new
ordinary shares at GBP0.10 per share.
In September 2021, the Company completed its IPO placing,
raising incremental gross placing proceeds of GBP4.0 million
through the issuance of 40 million new ordinary shares at GBP0.10
per share.
Following the placings, the Company's total issued share capital
increased to 70 million ordinary shares of GBP0.01 par value each,
and its cash balance increased to GBP7 million.
On 30 September 2021, the Company completed its IPO process and
obtained a standard listing on the Official List of the Financial
Conduct Authority, with its shares admitted to trading on the Main
Market of the London Stock Exchange under the ticker BAY.
From admission, Bay Capital will continue to pursue its
investment and acquisition strategy and is currently assessing both
domestic and international opportunities within its chosen sectors
of interest.
Enquiries :
Bay Capital Plc
Peter Tom CBE, Chairman
David Williams, Director
c/o Montfort Communications
Tessera - Strategic Adviser +44 (0)77 4218
Tony Morris 9145
Montfort Communications +44 (0)78 1234
Olly Scott 5205
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the period from incorporation on 31 March 2021 to 30 June
2021
Note Unaudited
Period ended
30 June 2021
GBP
------------------------------------------------ ----- --------------
Revenue -
Cost of sales -
------------------------------------------------ ----- --------------
Gross profit -
Operating expenses (89,500)
------------------------------------------------ ----- --------------
Operating profit/(loss) (89,500)
Net finance income -
------------------------------------------------ ----- --------------
Loss before tax (89,500)
Taxation -
------------------------------------------------ ----- --------------
Loss for period (89,500)
Loss attributable to the Company (89,500)
------------------------------------------------ ----- --------------
Loss per share expressed in pounds per share
From continuing and total operations:
Basic & diluted loss per share, GBP 9 (44,750)
------------------------------------------------ ----- --------------
The Company has no items of other comprehensive income.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
Note Unaudited as at
30 June 2021
GBP
------------------------------------------------------------ ----- ----------------
Assets
Current assets
Receivables and prepayments -
Cash 6 2
------------------------------------------------------------ ----- ----------------
Total current assets 2
------------------------------------------------------------ ----- ----------------
Current liabilities
Trade and other payables 7 (89,500)
------------------------------------------------------------ ----- ----------------
Net current assets (89,498)
------------------------------------------------------------ ----- ----------------
Net assets
Share capital 8 2
Share premium -
Retained earnings (89,500)
------------------------------------------------------------ ----- ----------------
Total equity attributable to equity holders of the Company (89,498)
------------------------------------------------------------ ----- ----------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the period from incorporation on 31 March 2021 to 30 June
2021
Share Share premium Retained Total
capital GBP earnings equity
GBP GBP GBP
----------------------------- --------- -------------- ---------- ---------
Balance as at 31 March 2021 - - - -
Loss for period - - (89,500) (89,500)
----------------------------- --------- -------------- ---------- ---------
Total comprehensive loss - - (89,500) (89,500)
----------------------------- --------- -------------- ---------- ---------
Shares issued 2 - - 2
Balance as at 30 June 2021 2 - (89,500) (89,498)
----------------------------- --------- -------------- ---------- ---------
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period from incorporation on 31 March 2021 to 30 June
2021
Unaudited Period ended
30 June 2021
GBP
Cash flows from operating activities
Loss before income tax (89,500)
Increase in trade and other payables 89,500
-----------------------
Net cash from operating activities -
=======================
Cash flows from financing activities
Cash received from issue of Ordinary shares 2
Net cash inflow from financing activities 2
=======================
Net increase in cash and cash equivalents 2
Cash and cash equivalents at beginning of period -
-----------------------
Cash and cash equivalents at end of period 2
=======================
NOTES TO THE GROUP FINANCIAL INFORMATION
1. General information
The Company was incorporated on 31 March 2021 as Bay Capital
Limited, a private limited company under the laws of Jersey with
registered number 134743. On 8 September 2021 and post period end,
the Company was re-registered as an unlisted public limited company
and its name was changed to Bay Capital Plc. The Company is the
parent company of Bay Capital Subco Limited (a private limited
company under the laws of Jersey with registered number
134744).
The address of its registered office is 28 Esplanade, St.
Helier, Channel Islands, JE2 3QA, Jersey.
The Company has been incorporated for the purpose of identifying
suitable acquisition opportunities in accordance with the Group's
investment and acquisition strategy with a view to creating
shareholder value. The Group will retain a flexible investment and
acquisition strategy which will, subject to appropriate levels of
due diligence, enable it to deploy capital in target companies by
way of minority or majority investments, or full acquisitions where
it is in the interests of shareholders to do so. This will include
transactions with target companies located in the UK and
internationally.
2. Basis of preparation
These interim condensed consolidated financial statements and
accompanying notes have neither been audited nor reviewed by the
Company's auditor.
The principal accounting policies applied in the preparation of
the interim condensed consolidated financial statements are set out
below. These policies have been consistently applied to the period
presented, unless otherwise stated.
The interim condensed consolidated financial statements have
been prepared in accordance with IFRS using the measurement bases
specified by IFRS for each type of asset, liability, income and
expense.
The interim condensed consolidated financial statements are
presented in GBP unless otherwise stated.
These interim condensed consolidated financial statements were
approved by the Board of Directors on 28 September 2021.
Comparative figures
No comparative figures have been presented as the interim
condensed consolidated financial statements cover the period from
incorporation on 31 March 2021 to 30 June 2021.
Going concern
The interim condensed consolidated financial statements have
been prepared on a going concern basis.
The basis for this conclusion is as a result of the projected
monthly financial forecasts prepared and reviewed by the Directors
contained in the working capital board memorandum approved by the
Board of the Company as part of its admission process to the Main
Market of the London Stock Exchange. The Directors have a
reasonable expectation that the Group 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 interim condensed consolidated financial
statements.
3. Significant accounting policies
The interim condensed consolidated financial statements are
based on the following policies which have been consistently
applied:
Basis of consolidation
The interim condensed consolidated financial statements
incorporate the results of Bay Capital Plc and its subsidiary.
Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the
investee. Specifically, the Group controls an investee if, and only
if, the Group has:
-- Power over the investee (i.e., existing rights that give it
the current ability to direct the relevant activities of the
investee)
-- Exposure, or rights, to variable returns from its involvement with the investee
-- The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting
rights results in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement(s) with the other vote holders of the investee
-- Rights arising from other contractual arrangements
-- The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Consolidation of a
subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the
subsidiary. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains
control until the date the Group ceases to control the
subsidiary.
Profit or loss and each component of other comprehensive income
(OCI) are attributed to the equity holders of the parent of the
Group and to the non-controlling interests, even if this results in
the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the interim condensed
consolidated financial statements of subsidiaries to bring their
accounting policies into line with those used by other members of
the Group.
All intra-group transactions, balances, income and expenses are
eliminated in full on consolidation.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and
on demand deposits due within three months with banks and other
financial institutions, that are readily convertible into known
amounts of cash and which are subject to an insignificant risk of
changes in value.
Equity
Ordinary shares are classified as equity.
Taxation
Income tax for the period is based on the taxable income for the
year. Taxable income differs from profit as reported in the
statement of comprehensive income for the period as there are some
items which may never be taxable or deductible for tax and other
items which may be deductible or taxable in other periods. Income
tax for the period is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting
period. Current and deferred tax is recognised in profit or loss,
except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax
is also recognised in other comprehensive income or directly in
equity, respectively.
Deferred income tax is recognised, using the liability method,
on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the interim condensed
consolidated financial statements. Deferred income tax is
determined using tax rates (and laws) that have been enacted, or
substantially enacted, by the end of the reporting period and are
expected to apply when the related deferred income tax asset is
realised, or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent
that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
4. Critical accounting estimates and judgments
In preparing the interim condensed consolidated financial
statements, the Directors have to make judgments on how to apply
the Group's accounting policies and make estimates about the
future. The Directors do not consider there to be any critical
judgments that have been made in arriving at the amounts recognised
in the interim condensed consolidated financial statements.
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 Proportion of A Proportion of
incorporation ordinary shares held B ordinary shares
by Company held by Company
----------------------- ----------------------- ----------------------- ---------------------- -------------------
Bay Capital Subco Intermediate holding Jersey, Channel 100 per cent.
Limited company Islands 0 per cent.
----------------------- ----------------------- ----------------------- ---------------------- -------------------
The address of the registered office of Bay Capital Subco
Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands,
JE2 3QA, Jersey. The Subco was incorporated on 31 March 2021 and
prepares its own financial statements for the period ended 31
December each year.
The A ordinary shares have full voting rights, full rights to
participate in a dividend and full rights to participate in a
distribution of capital. The B ordinary shares have been issued
pursuant to the Company's Subco Incentive Scheme as set out in Note
13.
6. Cash and cash equivalents
As at
30 June 2021
GBP
-------------------------
Cash at bank and in hand 2
=========================
7. Trade and other payables
Amounts falling due within one year: As at
30 June 2021
GBP
Provisions 72,500
Accruals 17,000
Total 89,500
=========================
The Company has also recognised a contingent liability of
GBP80,125, which relates to transaction support, admission fees and
printing expenses. These expenses are contingent on the Company
being admitted to the Main Market of the London Stock Exchange, and
as at 30 June 2021, the Directors of the Company were uncertain as
to whether this event would take place. The Directors have
therefore recognised this amount as a contingent liability.
8. Share capital and share premium
Number of Share capital Share premium Total GBP
ordinary GBP GBP
shares
---------- -------------- -------------- ----------
As of 30 June 2021 2 2 - 2
========== ============== ============== ==========
9. Earnings per share
30 June 2021
Loss attributable to the equity holders of the
Company (89,500)
Weighted number of shares in issue 2
(Loss) / earnings per share (GBP) (44,750)
------------------------------------------------ -------------
10. Financial instruments
As at
30 June 2021
GBP
Financial assets
--------------
Cash and cash equivalents 2
==============
Financial risk management objectives and policies
The Group's major financial instrument comprises its bank
balance. The risks associated with this financial instrument, and
the policies on how to mitigate this risk are set out below. The
Directors manage and monitor these exposures to ensure appropriate
measures are implemented in a timely and effective manner.
Credit risk
The Group's credit risk is wholly attributable to its cash
balance. The credit risk from its cash and cash equivalents is
deemed to be low due to the nature and size of the balances held as
of 30 June 2021.
Interest rate risk
As of 30 June 2021, the Group had no exposure to interest rate
risk.
Currency risk
All monetary assets and liabilities and all transactions of the
Group are denominated in its functional currency. As such, the
Group is exposed to no foreign currency risk.
Fair value of financial assets and liabilities
There is no material difference between the fair value of the
Group's financial asset and its carrying value in the interim
condensed consolidated financial statements.
11. Related party transactions
On incorporation, the Company issued 1 ordinary share of GBP1
par value at GBP1 per ordinary share for cash consideration of GBP1
to David Williams, a Director.
12. Ultimate controlling party
As of 30 June 2021, the Company had no ultimate controlling
party by virtue of its entire issued share capital of 2 ordinary
shares being held 1 ordinary share by David Williams and 1 ordinary
share by Tessera Investment Management Limited.
13. Post balance sheet events
Re-registration
On 26 August 2021, the Company resolved to re-register from a
limited company to an unlisted public limited company. This
re-registration was approved on 8 September 2021 by the Jersey
Registrar and the Company's name was changed to Bay Capital Plc on
8 September 2021.
Directorate changes
On 26 August 2021, the Company appointed a new Director, Peter
Tom CBE. Peter joined the Group as a Chairman.
Capital reorganisation
On 19 August 2021 the Company resolved to subdivide its ordinary
share capital by 100:1 in order to reduce the nominal value of the
ordinary shares from GBP1 each to GBP0.01 each. This resulted in a
post subdivision share capital of 200 ordinary shares, which were
then redesignated into 20 ordinary shares of GBP0.01 par value each
and 180 deferred shares of GBP0.01 par value each. On 19 August
2021, in accordance with article 5B of the Articles, the Company
redeemed for nil consideration the deferred shares.
Subscription and issue of equity
On 25 August 2021 and following the Company's capital
reorganisation, the Company completed its pre-IPO placing raising
GBP2,999,998 through the issuance of 29,999,980 new ordinary shares
of the Company. 14,249,990 ordinary shares were subscribed for by
David Williams, Director and shareholder of the Company, 15,000,000
ordinary shares were subscribed for by Hermco Property Limited, a
company wholly owned by Peter Tom, Director of the Company, and
249,990 ordinary shares were subscribed for by Tessera Investment
Management Limited, also a shareholder in the Company. In addition,
a further 500,000 ordinary shares were subscribed for by another
investor.
On 30 September 2021, the Company completed its IPO placing
raising GBP4,000,000 through the issuance of 40,000,000 new
ordinary shares of the Company.
Following completion of the pre-IPO and IPO placings, the
Company's total issued share capital as at admission is 70,000,000
ordinary shares of GBP0.01 par value each, and at admission, the
Company's cash balance increased to GBP7 million.
Issue of warrants
On 13 September 2021, the Company issued 30,000,000 warrants
over 30,000,000 ordinary shares to the Directors and founder
shareholders that funded the Company's GBP3 million pre-IPO
placing.
On 30 September 2021, the Company issued 40,000,000 warrants
over 40,000,000 ordinary shares to the shareholders that funded the
Company's GBP4 million IPO placing.
The warrants are exercisable at any time from the date of
completion of the inaugural transaction (an investment or
acquisition) made by the Company, where the consideration for such
acquisition is at least GBP10 million. These warrants can be
exercised through application to the Company. The warrants will not
be listed on the London Stock Exchange or any other publicly traded
market.
The warrants have been issued on a pro rated basis to
shareholders respective holdings in the issued share capital of the
Company at the time of issue. If not exercised by the end of the
third anniversary of admission, the warrants shall expire. The
exercise price of each warrant is GBP0.10.
Creation of incentive scheme
On 14 September 2021, the Group created a new Subco Incentive
Scheme within its wholly owned subsidiary Bay Capital Subco Limited
("Subco"). Under the terms of the Subco Incentive Scheme, scheme
participants are only rewarded if a predetermined level of
shareholder value is created over a three to five year period or
upon a change of control of the Company or Subco (whichever occurs
first), calculated on a formula basis by reference to the growth in
market capitalisation of the Company, following adjustments for the
issue of any new Ordinary shares and taking into account dividends
and capital returns ("Shareholder Value"), realised by the exercise
by the beneficiaries of a put option in respect of their shares in
Subco and satisfied either in cash or by the issue of new ordinary
shares at the election of the Company.
Under these arrangements in place, participants are entitled up
to 15 per cent. of the Shareholder Value created, subject to such
Shareholder Value having increased by at least 10 per cent. per
annum compounded over a period of between three and five years from
admission, or following a change of control of the Company or
Subco.
In order to implement the Subco Incentive Scheme, the Company as
sole shareholder of Subco, approved the creation of a new share
class in Subco (the "B Shares"). At the same time the Subco's
existing ordinary shares were redesignated A Shares. The B Shares
do not have voting or dividend rights.
Following this, the Subco's issued share capital comprises 10 A
ordinary shares of GBP1 par value and 150,000 B ordinary shares of
GBP0.000001 par value.
Subsidiary Nature of Country of Proportion Proportion
business incorporation of A shares of B Shares
held by Company held by the
Company
------------------ ----------------- ---------------- ----------------- -------------
Bay Capital Subco Intermediate Jersey, Channel 100 per cent. 0 per cent.
Limited holding company Islands
------------------ ----------------- ---------------- ----------------- -------------
Admission
On 30 September 2021, the Company completed its IPO process and
obtained a standard listing on the Official List of the Financial
Conduct Authority, with its shares admitted to trading on the Main
Market of the London Stock Exchange under the ticker BAY.
Related Party Transactions
Subco Incentive Scheme
On 14 September 2021, Hermco Property Limited, owned by Peter
Tom, a Director of the Company, David Williams, a Director of the
Company, and Kathleen Long and Anthony Morris, Directors of Tessera
Investment Management Limited, became the first participants in the
Subco Incentive Scheme ("Founder Participants"), and as such, the
proportion of Shareholder Value attaching to the Subco Incentive
Scheme is 11 per cent. of a total cap of 15 per cent. Under the
terms of the Subco Incentive Scheme, the Founder Participants each
subscribed for B Shares in Subco at their unrestricted market value
equating to GBP0.12328 value per B Share. The Founder Participants
and their respective holdings are outlined below.
Name Subco B shares
held
Hermco Property Limited* 50,000
David Williams 40,000
Kathleen Long 10,000
Anthony Morris 10,000
Total 110,000
===============
*owned 100% by Peter William Gregory Tom CBE
Strategic advisory agreement
On 20 August 2021, the Company entered into a strategic advisory
agreement with Tessera pursuant to which Tessera has agreed to
provide strategic and general corporate advice, and acquisition and
capital raising transaction support services to the Company.
Tessera will be entitled to an initial transaction success fee of
GBP50,000 (plus VAT) payable on admission for transaction
management services provided to the Company in connection with
admission and the Company's placings. Following admission, Tessera
will provide strategic advisory services to the Company, including
general corporate advice, and acquisition and capital raising
transaction support, and will be paid a fixed monthly retainer fee
of GBP5,000 (plus VAT) per month payable in arrears. A success fee
payable to Tessera may be agreed between the Company and Tessera at
the time that an acquisition is completed, but the payment of any
such success fee would be entirely at the discretion of the
Directors.
Director service agreements
On 14 September 2021, each of the Directors entered into a
letter of appointment with the Company. With effect from admission,
Peter Tom, as Chairman of the Group, will be entitled to receive an
initial gross annual fee of GBP30,000, through his service company
Rise Rocks Limited and David Williams, as Director of the Group,
will be entitled to receive an initial gross annual fee of
GBP20,000. Director fees are payable monthly in arrears, plus the
Directors shall be entitled to reimbursement of all reasonable and
properly documented expenses incurred in performing their duties as
directors of the Company.
Subscriptions prior to admission
On 25 August 2021, the Company issued and allotted 14,249,990
ordinary shares at a price of GBP0.10 per ordinary share to David
Williams, a Director and founder shareholder of the Company for an
aggregate consideration of GBP1,424,999 in cash, and issued and
allotted 249,990 ordinary shares at a price of GBP0.10 per ordinary
Share to Tessera Investment Management Limited, a founder
shareholder in the Company for an aggregate consideration of
GBP24,999 in cash.
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END
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