TIDMRDGC
RNS Number : 0251W
Ridgecrest PLC
17 December 2021
17(th) December 2021
Ridgecrest plc
("Ridgecrest" or the "Group")
UNAUDITED HALF YEAR RESULTS
For the six months ended 30 September 2021
Chairman's statement
"Ridgecrest Plc (formerly Nakama Global Plc) became an AIM Rule
15 cash shell on 5 January 2021. On 20 January 2021 the Company
announced that it had raised GBP2.0 million (before expenses) via a
placing of 333,333,337 new shares at an issue price of 0.6p per
share. At the same time Tim Sheffield (formerly Chairman of the
Company) stepped down from the board and James Normand and Phil
Holt were appointed as directors.
Since then, and in consultation with our advisers, the board has
met with over 20 businesses across multiple sectors looking to
reverse into Ridgecrest. Whilst many of these discussions ended at
a preliminary stage we were able, during the first half of the
year, to progress discussions with a couple of businesses to draft
heads of terms stage. However, for a variety of reasons these
discussions were then terminated.
As a result of not announcing a reverse takeover within 6 months
of becoming an AIM Cash Shell, trading in Ridgecrest's shares was
suspended on AIM on 6 July 2021, in accordance with the AIM Rules
for Companies. At the same time as trading was suspended we
announced that we had entered into non-binding heads of agreement
with Mr Cristian Rada, as a result of which, subject to, inter
alia, the execution of a legally binding share purchase agreement,
Ridgecrest would acquire Airline Invest SA ("Airline Invest") and
its wholly owned subsidiaries, Blue Air Aviation SA and Blue Air
Technic SRL.
As a condition of this transaction Airline Invest SA was
required to raise pre-IPO funding and unfortunately this was not
concluded by the required extended deadline. As a result, the
Board terminated discussions with Mr Rada on 25 October 2021.
Subsequently we have had discussions with a technology business but
again these talks broke down and the potential reverse takeover was
not able to proceed.
As at today, the Company has approximately GBP1.7 million of
cash. Currently, we are in advanced discussions to invest a
significant proportion of our cash resources in a business within
the hospitality sector and term sheets are being prepared. If this
transaction proceeds the Board expects the hospitality business to
seek a listing on the Access segment of the AQSE Growth Market in
2022 and it is currently intended that Ridgecrest's investment will
be distributed to shareholders on a pro rata basis. Discussions are
at a preliminary stage and there can be no guarantee that a
transaction will proceed.
As it will not be possible for Ridgecrest to undertake and
conclude a reverse takeover within 12 months of the Company
becoming an AIM Cash Shell on 5 January 2021, admission of
Ridgecrest's shares to trading on AIM market is expected to be
cancelled on 7 January 2022 (before any investment in the
hospitality business can be concluded). A separate announcement
will be made nearer the time.
As at today the Company has approximately GBP1.7 million of
cash.
The Board will continue to keep shareholders updated on the
proposed transaction."
During the 6 months to 30 September 2021 the Company generated
no revenue and incurred GBP206k of administrative costs. At 30
September 2021 the Company had net assets of GBP1,768k and this was
comprised almost entirely of cash at bank (being GBP1,784k).
Enquiries:
Ridgecrest plc www.ridgecrestplc.com
Robert Thesiger, Chairman 07714 502807
Allenby Capital Limited (Nominated
Adviser & Joint Broker) www.allenbycapital.com
Nick Naylor / Liz Kirchner 020 3328 5656
Peterhouse Capital Limited (Joint
Broker)
Lucy Williams / Duncan Vasey 020 7469 0930
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
6 months 6 months Year ended
to to
30 Sep 21 30 Sep 20 31 Mar 21
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Revenue - 3,139 4,633
Cost of sales - (2,307) (3,432)
------------- ----------- ---------------
Net fee income - 832 1,201
------------- ----------- ---------------
0% 27% 26%
Administrative costs (206) (928) (1,684)
------------- ----------- ---------------
Operating loss (206) (96) (483)
Finance costs - (3) (5)
Group gain on sale of subsidiaries - - 437
Other income - - 88
------------- ----------- ---------------
(Loss) profit on ordinary
activities before taxation (206) (99) 37
Tax expense - - (30)
------------- ----------- ---------------
(Loss) profit for the period
attributable to equity shareholders (206) (99) 7
============= =========== ===============
(Loss) profit per share
Basic and diluted (loss) profit
per share from continuing (0.08)
operations p (0.08) p 0.00 p
CONSOLIDATED STATEMENT OF RECOGNISED
INCOME AND EXPENSE
(Loss) profit for the period (206) (99) 7
Foreign currency translation
difference - (2) (9)
------ --------- ---------
Total recognised income and expense
for the period attributable to
equity shareholders (206) (101) (2)
====== --------- ---------
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
Share Share Merger Employee Currency Retained Total
capital premium reserve share reserve earnings equity
benefit
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Six months ended 30 September 2021
At 1 April 2021 1,936 4,097 90 (61) 3 (4,091) 1,974
Loss for the six months - - - - - (206) (206)
--------- --------- --------- --------- --------- ---------- --------
At 30 September 2021 1,936 4,097 90 (61) 3 (4,297) 1,768
--------- --------- --------- --------- --------- ---------- --------
Six months ended 30 September 2020
At 1 April 2020 1,602 90 (61) 5 (4,014) 202
Profit for the six months - - - - - 12 12
Other comprehensive losses - - - - (6) - (6)
--------- --------- --------- --------- --------- ---------- --------
Total comprehensive profit (loss)
for the six months - - - - (1) 12 6
At 30 September 2020 1,602 - 90 (61) 4 (4,002) 208
Year ended 31 March 2021
At 1 April 2020 1,602 90 (61) 5 (4,014) 202
Profit for the year - - - - - 7 7
Other comprehensive income - - - - (9) - (9)
--------- --------- --------- --------- --------- ---------- --------
Total comprehensive income for
the year - - - - (9) 7 (2)
--------- --------- ---------- --------
At 31 March 2021 1,936 4,097 90 (61) 3 (4,091) 1,974
--------- --------- --------- --------- --------- ---------- --------
CONSOLIDATED BALANCE SHEET
As at 30 September 2021
30 Sep 2021 30 Sep 2020 31 Mar 2021
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
Non-current assets
Property, plant and equipment - 13 -
Deferred tax asset - 18 -
------------------------------- ------------ ------------ ------------
Total - 31 -
------------------------------- ------------ ------------ ------------
Current assets
Trade and other receivables 36 771 47
Cash and cash equivalents 1,784 253 2,001
Total 1,820 1,024 2,048
------------------------------- ------------ ------------ ------------
Total assets 1,820 1,055 2,048
------------------------------- ------------ ------------ ------------
Liabilities
Current liabilities
Trade and other payables (52) (770) (74)
Borrowings - (294) -
Total (52) (1,064) (74)
------------------------------- ------------ ------------ ------------
Net assets 1,768 (9) 1,974
------------------------------- ------------ ------------ ------------
Equity
Ordinary shares 1,936 1,602 1,936
Share premium 4,097 2,580 4,097
Merger reserve 90 90 90
Employee share benefit trust
reserve (61) (61) (61)
Currency reserve 3 43 3
Retained earnings (4,297) (4,264) (4,091)
-------------------------------
Total equity 1,768 (9) 1,974
------------------------------- ------------ ------------ ------------
CONSOLIDATED STATEMENT OF CASH
FLOWS
For the six months ended 30 September
2021
6 months 6 months Year ended
to to 31 Mar 2021
30 Sep 2021 30 Sep Audited
Unaudited 2020
Unaudited
GBP'000 GBP'000 GBP'000
Cash flows from operating activities
(Loss) profit before taxation (206) (99) 37
Depreciation of property, plant
and equipment - 2 3
Profit on disposal of fixed assets - (1)
Profit on sale of subsidiaries - (437)
Net finance costs - 3 5
Tax credit - - 30
Decrease in trade and other receivables 11 726 1,450
Decrease in trade and other payables (22) (57) (756)
------------- ----------- -------------
Net cash (absorbed) generated by
operating activities (217) 575 331
------------------------------------------ ------------- ----------- -------------
Cash flows from investing activities
Proceeds of sale or liquidation
of subsidiaries 420
Proceeds of sale of property and
equipment - - 14
------------- ----------- -------------
Net cash inflow from investing
activities - - 434
------------------------------------------ ------------- ----------- -------------
Financing activities
Issue of shares 1,851
Decrease in invoice discounting
balances - (507) (801)
Finance cost paid - (3) (5)
------------- ----------- -------------
Net cash inflow (outflow) from
financing activities - (510) 1,045
------------------------------------------ ------------- ----------- -------------
Net changes in cash and cash equivalents (217) (65) 1,810
Cash and cash equivalents at beginning
of period 2,001 190 190
Effect of foreign exchange rate
movements - (2) 1
------------- ----------- -------------
Cash and cash equivalents at end
of period 1,784 253 2,001
------------------------------------------ ------------- ----------- -------------
NOTES TO THE INTERIM FINANCIAL STATEMENTS
1. Basis of preparation
This unaudited consolidated interim financial information has
been prepared in accordance with International Accounting Standards
and International Financial Reporting Standards as issued by the
International Accounting Standards Board and adopted by the EU. It
does not constitute the Group's statutory financial statements for
those periods. The principal accounting policies used in preparing
the interim results are those the Group expects to apply in its
financial statements for the year ending 31 March 2022. The
comparative financial information for the half year ended 30
September 2020 has not been audited.
A copy of the full year audited statutory financial statements
for the year ended 31 March 2021 has been delivered to the
Registrar of Companies. The auditors' report on those accounts was
unqualified and did not contain a statement under Section 498(2) or
Section 498(3) Companies Act 2006.
AIM-quoted companies are not required to comply with IAS34
'Interim Financial Reporting' and the Company has taken advantage
of this exemption.
The financial information in the Interim Report is presented in
GBP Sterling and all values are rounded to the nearest thousand
pounds (GBP'000) except when otherwise indicated.
2. Going concern
In determining the appropriate basis of preparation of the
financial statements, the Directors are required to consider
whether the Company can continue in operational existence for the
foreseeable future. The parent company had cash and cash
equivalents of GBP1,784,000 and net current assets of GBP1,768,000
at 30 September 2021.
The parent company is an AIM Rule 15 cash shell and as such has
been seeking a suitable target business to effect a reverse
takeover. As a result of not announcing a reverse takeover within 6
months of becoming an AIM Cash Shell, trading in Ridgecrest's
shares was suspended on AIM on 6 July 2021. As it will not be
possible for Ridgecrest to undertake and conclude a reverse
takeover within 12 months of the Company becoming an AIM Cash Shell
on 5 January 2021, admission of Ridgecrest's shares to trading on
AIM market is expected to be cancelled on 7 January 2022. The
Company is currently considering making an investment in a business
in the hospitality sector, further details of which are set out in
the Chairman's statements of these interim results. The Board
believes that the company has sufficient working capital to
conclude such a transaction.
3. Earnings per share
6 months to 6 months Year ended
30 Sep 2021 to 31 Mar
Unaudited 30 Sep 2021
2020 Audited
Unaudited
GBP'000 GBP'000 GBP'000
Earnings
Net (loss) profit attributable
to equity shareholders (206) (99) 7
------------- ----------- -----------
Number of shares Number '000 Number Number
'000 '000
Weighted average number of ordinary
shares 451,125 177,791 225,562
Earnings per share Pence Pence Pence
Basic (0.00) (0.08) 0.00
Basic earnings per share are calculated by dividing the result
for the period attributable to the shareholders by the weighted
average number of shares in issue.
No diluted earnings per share is shown since the effect would be
anti-dilutive.
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END
IR TRBPTMTIBMAB
(END) Dow Jones Newswires
December 17, 2021 03:48 ET (08:48 GMT)
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