TIDMMII
RNS Number : 3731R
Milton Capital PLC
28 February 2023
Milton Capital Plc
("Milton" or the "Company")
UNAUDITED PRELIMINARY ACCOUNTS FOR THE YEARED 31 January
2023
Milton Capital Plc, the cash shell focusing on opportunities in
the technology space, is pleased to announce its unaudited
preliminary accounts for the financial year ended 31 January 2023.
The audited annual report and accounts to 31 January 2023 are
expected to be published by the end of March 2023.
While the board does not expect these results to materially
differ from the audited annual accounts, shareholders should be
aware that the figures in these statements have not been reviewed
or audited.
Milton Capital plc info@milton-cpaital.co.uk
Directors or
Malcolm Burne Miltoncapitalplc@gmail.com
Eran Zucker
Peterhouse Capital
Limited
Financial Adviser
and
Brefo Gyasi / Guy
Miller +44 (0)20 7469 0930
Corporate Broker
Lucy Williams / Duncan
Vasey +44 (0)20 7469 0930
Dear Shareholders,
The board of Milton Capital Plc is pleased to present its
inaugural Annual Report to shareholders.
I am delighted to announce that our cash shell with a focus on
technology has successfully completed its listing on the London
Stock Exchange and commenced trading on 4th October 2022. This
marks an important milestone for our business and opens up new
opportunities for us to create value for our shareholders.
As a cash shell, our primary objective is to identify and invest
in attractive businesses or assets that have the potential to
generate strong returns for our investors. With our focus on
technology, we are particularly interested in high-growth sectors
such as AI, edge computing, quantum computing, machine learning,
automation, robotics, blockchain, nanomaterials and the
exploitation of space. We believe that the rapid pace of
technological change and disruption presents significant
opportunities for value creation, and we will be actively seeking
out innovative businesses and technologies that have the potential
to generate significant returns for our shareholders.
Our experienced management team has a proven track record of
identifying and executing successful investments, and we believe
that our team's expertise and network will be a key advantage as we
seek out new investment opportunities in the technology sector. We
will continue to be guided by our core principles of integrity,
transparency, and accountability as we navigate the investment
landscape and evaluate potential investments in the technology
space.
We believe that building strong relationships with our investors
is essential to our success as a public company, and we are
committed to earning and maintaining your trust. We are also
committed to maintaining open and transparent communication with
our shareholders, and we will provide regular updates on our
progress and any material developments. It is important to us that
our shareholders have a clear understanding of our strategy and
investment approach, and we will be as forthcoming as possible with
information that is relevant to our performance. [It is worth
noting that this statement has been drafted by ChatGPT, a language
model trained by OpenAI, but it has been reviewed and approved by
our management team to ensure that it accurately reflects our
vision and objectives.]
Our commitment to technology extends beyond just investing in
innovative businesses and assets. As evidenced by our use of
ChatGPT to draft this statement, we are constantly exploring new
and emerging technologies that can help us achieve our objectives
more efficiently and effectively. We believe that our use of
cutting-edge technology reflects the ethos of our company and our
dedication to remaining at the forefront of technological
advancement. We are committed to leveraging technology in all areas
of our business to drive growth and create value for our
shareholders.
In conclusion, I would like to thank our shareholders for their
support and confidence in our business. We are excited about the
opportunities that lie ahead in the dynamic and rapidly evolving
technology sector, and look forward to delivering value for our
shareholders as we embark on this new chapter in our journey.
Sincerely,
Eran Zucker
Non-Executive Director
The Directors present their Strategic Report on the Company for
the period ended 31 January 2023.
Review of Business and Analysis Using Key Performance
Indicators
The Company was incorporated on 17 September 2021.
The Company reported a loss for the first reporting period of
GBP98,985 out of which GBP25,081 was share based payment.
Net cash amounted to GBP926,096 as at 31 January 2023.
Key Performance Indicators
The Board monitors the activities and performance of the Company
on a regular basis. The indicators set out below have been used by
the Board to assess performance over the period to 31 January 2023.
The main KPIs for the Company are listed as follows:
Key Performance indicator 2023
Current assets GBP960,130
-----------
Net assets GBP926,096
-----------
Loss before tax GBP98,985
-----------
Investing Policy
Milton Capital Plc was formed with the intention to identify and
acquire a suitable business opportunity or opportunities and
undertake an acquisition or merger or a series of acquisitions or
mergers.
The Company intends the main focus of the acquisition strategy
to be on the technology sector, in particular: edge computing,
quantum computing, artificial intelligence, machine learning,
automation, robotics, blockchain, nanomaterials and the
exploitation of space.
The Directors see these technologies as having considerable
growth potential for the foreseeable future and many of the
prospects they have identified are in this sector. The Directors
believe that any acquisition target will have at least one of four
key components: (i) a strong management team; (ii) an innovative
product proposal (iii) revenue enhancing or cost saving
capabilities; and (iv) high growth potential. It is anticipated
that the main driver of success for the Company will be its focus,
during the investment screening process, on the management involved
in the potential target companies and the potential value creation
that the team of people is capable of realising. The Company
intends to own, operate and manage the target acquisitions.
Accordingly, where the Directors feel that a target company would
benefit from their skills and expertise, they may look to seek
representation on the board of the target company.
The Directors believe that their broad, collective experience,
together with their extensive network of contacts, will assist them
in identifying, evaluating and funding suitable acquisition
opportunities.
Malcolm Burne
Executive Director
The Directors present their report together with the unaudited
financial statements for the period ended 31 January 2023.
Results and dividends
The trading results for the period ended 31 January 2023 and the
Company's financial position at that date are shown in the attached
financial statements.
The Directors do not recommend the payment of a dividend for the
first reporting period ended 31 January 2023.
Statement of Profit or Loss and Other Comprehensive Income
for the period ended 31 January 2023
Year Ended 31 January 20 23 (*)
Notes GBP
--------------------------------
Administrative expenses 2 (96,485)
--------------------------------
Operating loss (96,485)
Net finance expenses (2,500)
Loss before taxation from continuing operations (98,985)
Income tax 4 -
--------------------------------
Loss for the period from continuing operations (98,985)
Loss for the period attributable to the owners of the Company and total
comprehensive loss
for the period (98,985)
Loss per share attributable to the owners of the Company
From loss from continuing operations/loss for the period:
Basic and diluted (pence per share) 5 (0.1) p
(*) For the reporting period since incorporation on 17 September
2021 until 31 January 2023.
Statement of Financial Position
As at 31 January 2023
As at 31 January 2023
Notes GBP
----------------------
Current assets
Other receivables 6 960,130
Total current assets 960,130
Total assets 960,130
Current liabilities
Trade and other payables 7 (34,034)
----------------------
Total current liabilities (34,034)
Total liabilities (34,034)
Net assets 926,096
======================
Shareholders' equity
Share capital 8 1,000,000
Share based payments reserve 9 25,081
Retained earnings (98,985)
----------------------
Total shareholders' equity 926,096
======================
Statement of Changes in Equity
for the period ended 31 January 2023
Share Share based payments reserve Retained Total
capital earnings
GBP GBP GBP GBP
----------------------------------------------- ---------- ----------------------------- ---------- ----------
Balance at 17 September 2021 - - - -
Total comprehensive loss for the period ended - - (98,985) (98,985)
Issue of warrants - 25,081 -
Shares issued in period 1,000,000 - - 1,000,000
Balance at 31 January 2023 1,000,000 25,081 (98,985) 926,096
----------------------------------------------- ---------- ----------------------------- ---------- ----------
Share capital
Share capital represents the nominal value on the issue of the
Company's equity share capital, comprising GBP0.01 ordinary
shares.
Retained earnings
Retained earnings represent the cumulative net losses of the
Company recognised through the Statement of Profit or Loss and
Other Comprehensive Income.
Statement of Cash Flows
for the period ended 31 January 2023
For the year ended 31 January 2023 (*)
Note GBP
---------------------------------------
Operating activities
Loss for the period ended 31 January 2023 9 (98,985)
Adjustments to reconcile profit before tax to net cash flows
Share based payment 25,081
Working capital adjustments
Increase in trade and other receivables 6 (960,130)
Increase in trade and other payables 7 34,034
---------------------------------------
Net cash used in operating activities (1,000,000)
---------------------------------------
Financing activities
Proceeds from issue of equity 8 1,000,000
---------------------------------------
Net cash generated from financing activities 1,000,000
---------------------------------------
Net increase in cash and cash equivalents -
Cash and cash equivalents at start of the year -
Cash and cash equivalents at end of the year -
---------------------------------------
(*) For the reporting period from incorporation on 17 September
2021 until 31 January 2023.
Notes to the Financial Statements
for the period ended 31 January 2023
1. Accounting policies
General information
Milton Capital Plc (the "Company") is a public limited company
incorporated and domiciled in the United Kingdom. The address of
its registered office is 3rd Floor, 80 Cheapside, London, EC2V
6EE.
The Company is listed on the standard segment of the main market
of the London Stock Exchange.
Summary of significant accounting policies
The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated.
Basis of preparation
These financial statements have been prepared in accordance with
the UK adopted International Accounting Standards and Companies Act
2006.
These financial statements have been prepared under the
historical cost convention, as modified by the revaluation of
assets and liabilities held at fair value.
The preparation of financial statements in conformity with the
UK adopted International Accounting Standards requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Company's
accounting policies. There were no areas involving a higher degree
of judgement or complexity, or areas where assumptions and
estimates were significant in the financial statements. Financial
statements are prepared in Sterling and to the nearest whole
pound.
Going concern
The Company has reported a loss for the year of
GBP98,985,904.
The Company had other receivables balance at the year-end of
GBP960,130.
The Directors therefore consider that the company has adequate
resources to continue its operational existence for the foreseeable
future.
New standards, amendments and interpretations not yet
adopted
There are no IFRS's or IFRIC interpretations that are not yet
effective that would be expected to have a material impact on the
Company.
Financial instruments
Financial assets and financial liabilities are recognised in the
Company's balance sheet when the Company becomes a party to the
contractual provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments with
original maturities of three months or less.
For the purpose of the cash flow statement, cash and cash
equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts.
Financial liabilities
The Company classifies its financial liabilities in the category
of financial liabilities measured at amortised cost. The Company
does not have any financial liabilities at fair value through
profit or loss.
Financial liabilities measured at amortised cost
Financial liabilities measured at amortised cost include:
Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest rate method.
Operating loss
Operating loss is stated after crediting all items of operating
income and charging all items of operating expense.
Taxation
The tax currently payable is based on taxable profit or loss for
the period. Taxable profit or loss differs from net profit or loss
as reported in the income statement because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible.
Deferred taxation
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the balance sheet
differs from its tax base.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the deferred tax
liabilities/ (assets) are settled/ (recovered).
1. Nature of expenses
2023 (*)
GBP
---------
Share based payment 25,081
Listing expenses 44,274
Bank fees 2,500
Audit fee 18,000
Legal fees 8,400
Other expenses 730
---------
98,985
---------
(*) For the reporting period since 17 September 2021 till 31
January 2023.
2. Staff costs, including Directors
During the year the Company had no employees. The Company
employs only two Directors.
2023
GBP
-----
Wages and Salaries -
Social security taxes -
-----
-
-----
The Directors did not earn/ accrue any fees or salaries for the
period ended 31 October 2022.
Directors' and key management personnel
Directors' remuneration for the period ended 31 January 2023 is
as follows:
Salary Fees Share based payments Total
GBP GBP GBP 2023
GBP
------- ----- --------------------- ------
Malcolm Burne - - - -
Eran Zucker - - - -
------- ----- --------------------- ------
- - - -
------- ----- --------------------- ------
3. Taxation
The tax assessed on loss before tax for the period differs to
the applicable rate of corporation tax in the UK for small
companies of 19% The differences are explained below:
202 3
GBP
---------
Analysis of income tax expense:
Current tax -
Deferred tax -
---------
Total income tax expense -
Loss before tax (98,985)
---------
Profit before tax multiplied by effective rate of corporation tax of 19% -
Effect of:
Capital allowances -
Expenses not deductible for tax purposes -
Losses carried forward (98,985)
---------
Tax charge in the income statement -
---------
The Company has incurred tax losses for the year and a
corporation tax expense is not anticipated. The amount of the
unutilised tax losses has not been recognised in the financial
statements as the recovery of this benefit is dependent on future
profitability, the timing of which cannot be reasonably
foreseen.
On 10 June 2021, the UK Government's proposal to increase the
rate of UK corporation tax from 19% to 25% with effect from 1 April
2023 was enacted into UK law.
4. Earnings per ordinary share
The earnings and number of shares used in the calculation of
loss/earnings per ordinary share are set out below:
2023
------------
Basic loss per share
Loss for the financial period (98,985)
Weighted average number of shares 100,000,000
------------
Loss per share (pence) (0.1) p
------------
As at the end of the financial period ended 31 October 2022,
there were 256,250,005 share warrants in issue, which had an
anti-dilutive effect on the weighted average number of shares.
5. Other receivables
20 23
GBP
--------
Trust account 960,130
--------
960,130
--------
During the period the Company raised a total amount of
GBP1,000,000. The funds were deposit from investors on a trust
account on behalf of the Company.
On the 1 February 2023, the net funds were transferred from the
trust account to the Company own bank account.
6. Trade and other payables
202 3
GBP
-------
Trade payables 1,534
Accruals 32,500
34,034
-------
All trade and other payables fall due for payment within one
year. The Directors consider that the carrying value of trade and
other payables approximates to their fair value.
7. Share capital
20 23 20 23
Issued and fully paid Number GBP
------------ ----------
At 17 September 2021 - at incorporation (a) 1 1
------------ ----------
Total shares at GBP1 each 1 1
------------ ----------
Share consolidation:
1 share at GBP1 per share, consolidated into
100 shares at GBP0.01 per share 100 1
------------ ----------
Total shares at GBP0.01 each 100 1
------------ ----------
Ordinary shares issued at GBP0.01 (b) 4,999,900 49,999
Ordinary shares issued at GBP0.01 (c) 95,000,000 950,000
At 31 January 2023 100,000,000 1,000,000
------------ ----------
(a) On incorporation, the Company issued 1 Ordinary Share at
GBP1 nominal value. On 1 November 2021, the Company consolidated
the 1 Ordinary Share at GBP1 in issue into 100 Ordinary Shares at
GBP0.01 each.
(b) On 21 March 2022, the Company issued 4,999,900 new Ordinary
Shares at GBP0.01 per share.
(c) On 4 October 2022, 95,000,000 new Ordinary Shares were issued at GBP0.01 per share.
8. Warrants
2023 2023
Weighted average exercise price (p) Number
------------------------------------- ------------
Outstanding at the beginning of the period - -
Issued during year - investor warrants 1.5p 200,000,000
Issued during year - broker warrants 1.5p 5,000,000
Outstanding at the end of the period 1.5p 205,000,000
------------------------------------- ------------
Investor warrants
On Admission, the Company issued 200,000,000 Investor Warrants.
The Investor Warrant entitles the holder to subscribe for one
Ordinary Share at GBP0.015 per Ordinary Share. The Investor
Warrants are exercisable either in whole or in part for a period of
5 years from the date of Admission. The Investor Warrants have an
accelerator clause which applies if the Company announces and signs
a sale and purchase agreement within 60 months of Admission. The
Company will serve notice on the Investor Warrant holders to
exercise their warrants in this event. When the Company serves
notice, any Investor Warrants remaining unexercised after 7
calendar days following the notification of the notice will be
cancelled.
As of 31 January 2023, none of these warrants have been
converted into shares.
Broker warrants
On Admission, the Company issued 5,000,000 Broker Warrants to
Peterhouse Capital Limited. The Broker Warrants are exercisable at
GBP0.015 per Ordinary Share and are exercisable either in whole or
in part for a period of 5 years from the date of Admission. The
Broker Warrants are non-transferable. The Broker Warrants have an
accelerator clause which applies if the Company announces and signs
a sale and purchase agreement within 60 months of Admission. The
Company will serve notice on the Broker Warrant holders to exercise
their warrants in this event. When the Company serves notice, any
Broker Warrants remaining unexercised after 7 calendar days
following the notification of the notice will be cancelled.
As the warrants were issued to the brokers assisting with the
raise upon re-listing, the fair value of these warrants, GBP25
thousands, was treated as a share issue cost and debited against
share premium.
As of 31 January 2023, none of these warrants have been
converted into shares.
The following table list the inputs to the model used for the
warrants plan for the year ended 31 January 2023:
4 October 2022
---------------
Weighted average fair values at the measurement date GBP 0.01
Dividend yield 0%
Expected volatility 70%
Risk-free interest rate 2.25%
Expected life of warrant (years) 5
Weighted average share price GBP0.015
Model used Black-Scholes
9. Financial instruments
Categories of financial assets and liabilities
The following tables set out the categories of financial
instruments held by the Company:
Financial assets Receivables
Note 2023
GBP
------------
Other receivables 6 960,130
------------
960,130
------------
Financial liabilities Financial liabilities measured at amortised cost
Note 2023
GBP
-------------------------------------------------
Trade and other payables 7 32,500
32,500
-------------------------------------------------
The Company's financial instruments comprise of other
receivables and payables that arise directly from the Company's
operations. The main purpose of these instruments is to ensure that
the Company has sufficient resources to fulfil its investment
strategy. The main risks arising from holding these financial
instruments are market risk and liquidity risk.
Market risk
All trading instruments are subject to market risk, the
potential that future changes in market conditions may make any
future investments less valuable, due to fluctuations in security
prices, as well as interest and foreign exchange rates. Market risk
is directly impacted by the volatility and liquidity in the markets
in which the related underlying assets are traded.
Liquidity risks
The Company seeks to manage liquidity risk by ensuring
sufficient liquid assets are available to meet foreseeable needs
and to invest liquid funds safely and profitably. All cash balances
are immediately accessible, and the Company holds no trades payable
that mature in greater than 3 months, hence a contractual maturity
analysis of financial liabilities has not been presented. Since
these financial liabilities all mature within 3 months, the
Directors believe that their carrying value reasonably equates to
fair value.
Capital Disclosure
The Company defines capital as issued capital and retained
earnings as disclosed in statement of changes in equity. The
Company manages its capital to ensure that the Company will be able
to continue to pursue strategic investments and continue as a going
concern. The Company does not have any externally imposed financial
requirements.
12. Related party transactions
During the year, the Company issued 2,700,000 ordinary shares
and 5,000,000 broker warrants to Peterhouse Capital Limited, a
company connected to Eran Zucker and the Company's non-executive
director.
13. Operating lease commitments
At the balance sheet date, the Company had no outstanding
commitments under operating leases.
14. Ultimate Controlling Party
The Company considers that there is no ultimate controlling
party.
15. Post Balance Sheet Events
There were no significant Post Balance Sheet Events.
16. Capital Commitments
There were no contracts for capital expenditure at the period
end.
17. Contingent Liabilities or assets
There were no contingent liabilities or assets at the period
end.
***
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February 28, 2023 08:17 ET (13:17 GMT)
Milton Capital (LSE:MII)
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