Source - RNS
RNS Number : 0627L
Boston International Holdings PLC
17 April 2018
 

 

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or "the Company")

 

Final Results

Boston International Holdings plc, a special purpose acquisition company (SPAC) formed to undertake one or more acquisitions of target companies or businesses in the FX sector, announces its Final Results for the year ended 31 December 2017.

Enquiries:

Boston International Holdings plc

Borden James

Tel: +44 7769 277752

 

Cairn Financial Advisers LLP

Jo Turner / David Coffman

Tel: +44 20 7213 0880

 

CHAIRMAN'S REPORT

I have pleasure in presenting the financial statements of Boston International Holdings Plc (the "Company") for the year ended 31 December 2017.

 

During the financial year, the Company reported a net loss before taxation of £472,150 (0.006p.per share). There was no revenue in the period. The loss reflects the operating  of the company. As at 31 December 2017, the Company had cash at bank of £811,300.

 

The Board actively reviewed a number of potential acquisition opportunities across the sector and on 22nd August 2017 the Company's shares were suspended as the Company announced that it had entered into a non-binding letter of intent with Cornhill FX Holdings Limited ("CFXH"), a private limited company incorporated in England and Wales, in connection with the potential purchase of the entire issued share capital of that company.

 

As at the date of this report, the due diligence in respect of the proposed acquisition is at an advanced stage and the Directors are optimistic that the acquisition will conclude during Q2 of 2018. However completion is subject to reaching a binding agreement with the shareholders of CFXH and  approval by the UKLA of re-admission to the main market of the London Stock Exchange.

 

The Board looks forward to providing further updates to shareholders in due course.

 

 

 

 

W Borden James

Chairman

 

 

STRATEGIC REPORT

 

The Directors present their strategic report with the financial statements of the Company for the year ended 31 December 2017.

 

 

review of developments and future prospects

 

The Company was formed to undertake an acquisition of a target company or business in the foreign exchange (FX) sector.

 

There is no specific expected target value for the acquisition and the Company expects that any funds not used for the acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.

 

The Board actively reviewed a number of potential acquisition opportunities across the sector and on 22nd August 2017 the Company's shares were suspended as the Company announced that it had entered into a non-binding letter of intent with Cornhill FX Holdings Limited ("CFXH"), a private limited company incorporated in England and Wales, in connection with the potential purchase of the entire issued share capital of that company.

 

As at the date of this report, the due diligence in respect of the proposed acquisition is at an advanced stage and the Directors are optimistic that the acquisition will conclude during Q2 of 2018. However completion is subject to reaching a binding agreement with the shareholders of CFXH and  approval by the UKLA of re-admission to the main market of the London Stock Exchange.

 

Assuming completion of this acquisition, the objective of the company will be to operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the acquisition.

 

The Company's financial performance for the period reflected market conditions. The company loss after taxation for the year to 31 December 2017 amounted to £472,150 (2016: £183,622).  No dividends were paid during the year and none are proposed. A review of the activity of the business and future prospects is contained in the Chairman's Statement which accompanies these financial statements.

 

 

KEY PERFORMANCE INDICATORS

 

The key indicator of performance for the Company is its success in identifying, acquiring, developing and divesting investments in projects so as to create shareholder value.

Control of bank and cash balances is a priority for the Company and these are budgeted and monitored closely to ensure that it maintains adequate liquid resources to meet financial commitments as they arise.

 

At this stage in its development, quantitative key performance indicators are not an effective way to measure the Company's performance.

 

However, a qualitative summary of performance in the year is included in the Chairman's Statement. 

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash flow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

 

a)    Currency risk

The Company does not operate internationally and its exposure to foreign exchange risk is limited to the transactions and balances that are denominated in currencies other than Pounds Sterling.

 

b)    Credit risk

The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.

 

c)    Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate amount of committed credit facilities. The Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 2).

 

d)    Cash flow interest rate risk

The Company has no significant interest-bearing liabilities and assets. The Company monitors the interest rate on its interest bearing assets closely to ensure favourable rates are secured.

 

e)    Capital risk management

The Company manages its capital to ensure that entities within the Company will be able to continue individually as going concerns, while maximising the return to Shareholders through the optimisation of debt and equity balances. The Company manages its capital structure and makes adjustments to it, in the light of changes in economic conditions. To maintain or adjust its capital structure, the Company may adjust or issue new shares or raise debt. No changes were made in the objectives, policies or processes during the year ended 31 December 2017.

 

The Company does not hold any collateral as security.

 

 

On behalf of the board

 

W Borden James

Chairman

 

16 April 2018

 

 

 

DIRECTORS' REPORT 

 

The Directors present their report together with the audited financial statements, for the year ended 31 December 2017.

 

The Company was incorporated on 17 November 2015 as a private company limited by shares in England and Wales.

 

Its issued share capital, consisting of Ordinary Shares was admitted to trading on the London Stock Exchange's main market for listed securities on 12 October 2016.

 

The Company issued an additional 1,000,000 ordinary shares of 1p at a price of 5 pence per share on 2 May 2017, with trading in the shares commencing on 11 May 2017.

 

On 22nd August 2017 the Company announced that it had entered into a non-binding letter of intent in respect of the proposed acquisition of Cornhill FX Holdings Limited ("CFXH").  Consequently the shares were suspended in accordance with Listing Rule 5.6. 

 

As at the date of this report, the due diligence in respect of the proposed acquisition is at an advanced stage and the Directors are optimistic that the acquisition will conclude during Q2 of 2018. However completion is subject to reaching a binding agreement with the shareholders of CFXH and  approval by the UKLA of re-admission to the main market of the London Stock Exchange.

 

 

Results and dividends

 

The results for the year are set out in the Statement of Comprehensive Income. The Directors do not recommend the payment of a dividend on the ordinary shares.

 

 

Company objective

 

The Company has been formed to undertake an acquisition of a target company or business in the FX Industry.

 

There is no specific expected target value for the acquisition and the Company expects that any funds not used for the acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.

 

Following completion of an acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its shareholders through operational improvements as well as potentially through additional complementary acquisitions following the acquisition. Following an acquisition, the Company intends to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange's main market for listed securities.

 

 

The Company's business risk

 

An explanation of the Company's financial risk management objectives, policies and strategies is set out in the Strategic report and note 11.

 

Key events

 

The Company issued an additional 1,000,000 ordinary shares of 1p at a price of 5 pence per share on 2 May 2017, with trading in the shares commencing on 11 May 2017.

 

On 22nd August 2017 the Company announced that it had entered into a non-binding letter of intent in respect of the proposed acquisition of Cornhill FX Holdings Limited ("CFXH").  Consequently the shares were suspended in accordance with Listing Rule 5.6. As at the date of this report, the due diligence in respect of the proposed acquisition is at an advanced stage and the Directors are optimistic that the acquisition will conclude during Q2 of 2018. However completion is subject to reaching a binding agreement with the shareholders of CFXH and  approval by the UKLA of re-admission to the main market of the London Stock Exchange.

 

At the year end the Company has cash of approximately £0.8 million and continues to keep administrative costs to a minimum so that the majority offunds can be dedicated to the review of and potentially investment in, suitable acquisitions.

 

Directors

 

The Directors of the Company during the year were:

 

W Borden James

Richard Hartheimer

Norman Connell

 

 

Substantial shareholders

 

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 27TH March 2018.

 

Shareholder

 

Shareholding

%

Digger International Group PLTD

 

7,500,000

24.49%

Boston Merchant (HK) Limited

 

6,571,428

21.46%

Boston Merchant Financial PLTD

 

5,100,000

16.66%

Stephen Gibson

 

3,000,000

9.80%

SCA LTD

 

 

 

2,000,000

6.53%

David Bailey

 

 

1,000,000

3.27%

 

Capital and returns management

 

The Directors believe that, following an acquisition, further equity capital raisings may be required by the Company for working capital purposes as the Company pursues its objectives. The amount of any such additional equity to be raised, which could be substantial, will depend on the nature of the acquisition opportunities which arise and the form of consideration the Company uses to make the acquisition and cannot be determined at this time.

 

The Company expects that any returns for Shareholders would derive primarily from capital appreciation of the Ordinary Shares and any dividends paid pursuant to the Company's dividend policy.

 

Dividend policy

 

The Company intends to pay dividends on the Ordinary Shares following an acquisition at such times (if any) and in such amounts (if any) as the Board determines appropriate in its absolute discretion. The Company's current intention is to retain any earnings for use in its business operations, and the Company does not anticipate declaring any dividends in the foreseeable future. The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws.

 

 

Corporate governance

 

In order to implement its business strategy, the Company has adopted a corporate governance structure whereby the key features of its structure are:-

 

·      a wholly non-executive board with independent non-executive Directors. The Board is knowledgeable and experienced and has extensive experience of making acquisitions such as the acquisition;

·      consistent with the rules applicable to companies with a Standard Listing, unless required by law or other regulatory process, Shareholder approval is not required in order for the Company to complete the acquisition. The Company will, however, be required to obtain the approval of the Board of Directors, before it may complete the acquisition;

·      the Board is not subject to the provisions of a formal governance code and given its present size do not intend to formally adopt any specific code, but will apply governance the directors consider to be appropriate, having due regard to the principles of governance set out in the UK Corporate Governance Code.

·      until an acquisition is made, the Company will not have separate audit and risk, nominations or remuneration committees. The Board as a whole will instead review audit and risk matters, as well as the Board's size, structure and composition and the scale and structure of the Directors' fees, taking into account the interests of Shareholders and the performance of the Company, and will take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance;

·      the Corporate Governance Code recommends the submission of all directors for  re-election at annual intervals. None of the Directors will be required to retire by rotation and be submitted for re-election until the first annual general meeting of the Company following the Acquisition; and

·      following an acquisition, the Company may seek to transfer from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company or business it acquires, subject to fulfilling the relevant eligibility criteria at the time. If the Company is successful in obtaining a Premium Listing, further rules will apply to the Company under the Listing Rules and Disclosure and Transparency Rules and the Company will be obliged to comply with the Model Code and to comply or explain any derogation from the UK Corporate Governance Code.

 

 

Auditors and disclosure of information

 

The directors confirm that:

·      there is no relevant audit information of which the Company's statutory auditor is unaware; and

·      each Director has taken all the necessary steps he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company's statutory auditor is aware of that information.

 

Directors' Responsibility Statement

 

The directors are responsible for preparing the Strategic report, the Directors' Report, Annual report and the statutory financial statements in accordance with applicable law and regulations.

 

The directors are required to prepare financial statements for the Company in accordance with International Financial Reporting Standards as adopted by the EU (together, "IFRS").

 

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and applicable law.

International Accounting Standard 1 requires that financial statements present fairly for each financial year the Company's financial position, financial performance and cash flows. This requires the faithful representation of transactions, other events and conditions in accordance with the definitions and recognition criteria for the assets, liabilities, income and expenses set out in the International Accounting Standards Board's "Framework for the Preparation and Presentation of Financial Statements". In virtually all circumstances, a fair representation will be achieved by compliance with all IFRS. Directors are also required to:

 

-      select suitable accounting policies and then apply them consistently;

-      present information, including accounting policies, in a manner that provides relevant, reliable, comparableand understandable information; and

-      provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance.

 

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time, the financial position of the Companyand enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

They are further responsible for ensuring that the Strategic Report and the Directors' Report and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.

 

The maintenance and integrity of the Company's website is the responsibility of the Directors; work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website.

 

Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in Annual Reports may differ from legislation in other jurisdictions.

 

The Directors are responsible for preparing the Financial Statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Financial Reporting Standards (IFRS) as adopted by the European Union.

 

The Directors confirm,to the best of their knowledge that:

·      the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

·      the financial statements include a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces.

 

·      the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's performance, business model and strategy.

 

 

Provision of information to auditors

 

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

·      so far as that Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

·      that Director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the Company's auditors in connection with preparing their report and to establish that the Company's auditors are aware of that information.

 

 

Auditors

 

The auditors, RPG Crouch Chapman LLP have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General Meeting.

 

 

Events after the reporting date

 

There are no reportable events as defined by IAS 10 para 21.

 

 

This responsibility statement was approved by the Board of Directors on  16 April 2018 and is signed on its behalf by:

 

 

W Borden James

Director

 

16 April 2018

 

DIRECTORS' REMUNERATION REPORT

 

This Remuneration Report sets out the Company's policy on the remuneration of Directors together with details of Directors' remuneration packages and service contracts for the year ended 31 December 2017.

 

The first part is the Annual Remuneration Report which details remuneration awarded to Directors during the year. The Annual Remuneration Report will be proposed as an ordinary resolution to shareholders at the forthcoming Annual General Meeting, the date of which will be notified to shareholders in due course.

 

The second part is the Remuneration Policy Report which details the remuneration policy for Directors. This policy will be subject to a binding vote by shareholders at the forthcoming Annual General Meeting and if approved will apply until the completion of an acquisition. The policy is very much in line with the existing policy set out in the prospectus dated 7 October 2016.

 

Until an acquisition is made, the Company will not have a separate remuneration committee. The Board as a whole will review the scale and structure of the Directors' fees, taking into account the interests of shareholders and the performance of the Company and Directors. Following the completion of an acquisition, the Board intends to put in place a remuneration committee.

 

The Company maintains contact with its shareholders about remuneration in the same way as other matters and, as required by Section 439 of the Companies Act 2006, this remuneration report will be put to an advisory vote of the Company's shareholders at the forthcoming Annual General Meeting.

 

Annual Remuneration Report

 

Directors' emoluments (audited)

 

 

Total fees paid

In advance

Bonuses

Benefits

Pension

Total

Total

 

2017

2017

2017

2017

2017

2017

2016

W Borden James

 £36,000

 -

 -

 -

 -

£36,000

£21,000

Richard Hartheimer

 £25,000

 -

 -

 -

 -

£25,000

£12,500

Norman Connell

£25,000

 -

 -

 -

 -

£25,000

£12,500

Total

£86,000

 -

 -

 -

 -

£86,000

 £46,000

 

W Borden James, Richard Hartheimer and Norman Connell were appointed as Directors of the Company on 1st July 2016.

 

Each of the Directors' appointments shall be for an initial term commencing on the date hereof and ending on completion of the acquisition by the Company.

 

As the Company is non-operational, all the Directors are non-executive.

 

 

Payments to past Directors

 

No payments were made to past Directors in the year ended 31 December 2017.

 

 

Payments for loss of office

 

No payments for loss of office were made in the year ended 31 December 2017.

 

 

Directors' interests

 

The table below sets out the interests of the Directors in the Company's shares at 31 December 2017.

 

Current Directors

 

Ordinary shares

 

   %

W Borden James

 

6,571,428

 

21.46

Richard Hartheimer

 

                  -

 

   -  

Norman Connell

 

                  -

 

   -  

 

Since the year end there have been no changes to the interests of the Directors in the Company's shares.

 

 

Remuneration of the non-executive Chairman

 

2017

 

2016

 

     £

 

£

W Borden James

 

 

 

Salaries and fees

36,000

 

21,000

 

71%

 

- %

Annual bonus pay-out against maximum opportunity

 

 

-

Long-term incentive vesting rates against maximum opportunity

 

 

-

 

The Company does not have a chief executive so the table includes the equivalent information for the non-executive Chairman.

 

Percentage change in remuneration of Director undertaking role of Chairman

 

The 2016 salaries and fees were for the period from 1st July 2016 to 31st December 2016 consequently there are no comparatives for 2016.

 

 

Statement of implementation of Remuneration Policy in the following year

 

If the policy is approved at the Annual General Meeting, it is intended that the Remuneration Policy takes effect immediately after the date of approval. The vote on the Remuneration Policy is binding in nature. The Company may not then make a remuneration payment or payment for loss of office to a person who is, is to be, or has been a Director of the Company unless that payment is consistent with the approved remuneration policy or has otherwise been approved by a resolution of members.

 

 

Consideration by the Directors of matters relating to Directors' remuneration

 

The Board considered the Directors' remuneration in the year ended 31 December 2017. No increases were awarded and no external advice was taken in reaching this decision.

 

 

Remuneration Policy Report

 

The Remuneration Policy is the Company's policy on Directors' remuneration, which will be proposed for a binding vote at the forthcoming Annual General Meeting. If approved it is intended that the policy will take effect immediately after the date of approval.

 

In setting the policy, the Board has taken the following into account:

·      The need to attract, retain and motivate individuals of a calibre who will ensure successful leadership and management of the Company;

·      The Company's general aim of seeking to reward all employees fairly according to the nature of their role and their performance;

·      Remuneration packages offered by similar companies within the same sector;

·      The need to align the interests of shareholders as a whole with the long-term growth of the Company; and

·      The need to be flexible and adjust with operational changes throughout the term of this policy.

 

 

Remuneration scenario for Directors

 

As there is no element of remuneration for performance, the Directors will receive their fixed fees in accordance with the letters of appointment dated 1 July 2016.

 

 

Approach to recruitment remuneration

 

All appointments to the Board are made on merit. The components of a new Director's remuneration package (who is recruited within the life of the approved remuneration policy) would comprise base salary as outlined above and the approach to such appointments are detailed within the Future Policy Table above. The Company will pay such levels of remuneration to new directors that would enable the Company to attract appropriately skilled and experienced individuals that are not in the opinion of the remuneration committee excessive.

 

 

Service contracts

 

The non-executive Directors are contracted under letters of appointment with the Company and do not have a contract of employment with the Company. None of the Directors are entitled to receive compensation for loss of office, they are all appointed on rolling one year contracts which are subject to termination on three months' notice on either side and are subject to annual re-election in accordance with the Company's Articles of Association. The letters of appointment are kept at the Company's registered office.

 

 

Policy on payment for loss of office

 

Termination payments will be calculated in accordance with the existing letters of appointment. It is the policy of the Company to appoint Directors without extended terms of notice which could give rise to extraordinary termination payments.

 

 

Consideration of shareholders' views

 

No shareholder views have been taken into account when formulating this policy. In accordance with the new regulations, an ordinary resolution for approval of this policy will be put to shareholders at the forthcoming Annual General Meeting.

 

This report was approved by the Board on  16 April 2018 and signed on its behalf by

 

W Borden James

Director

 

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS

 

Opinion

We have audited the financial statements of Boston International Holdings Plc for the year ended 31 December 2017 which comprise the Company Statement of Financial Position, the Company Statement of Comprehensive Income, the Company Cash Flow Statement, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies.

 

The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union andthe provisions of the Companies Act 2006.


In our opinion:

·      the financial statements give a true and fair view of the state of the company's affairs as at 31 December 2017;

·      the company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; and

·      the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

 

Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) andapplicable law. Our responsibilities under those standards are further described in the Auditors'responsibilities for the audit of the financial statements section of our report. We are independent ofthe Company in accordance with the ethical requirements that are relevant to our audit of the financialstatements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, andwe have fulfilled our other ethical responsibilities in accordance with these requirements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

 

Conclusions relating to going concern


We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

 

·      the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

·      the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the goingconcern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.


Key audit matters


We summarise below the risks of material misstatement that had the greatest effect on our audit (in decreasing order of audit significance), our key audit procedures to address those risks and our findings from those procedures in order that the Company's members as a body may better understand the process by which we arrived at the audit opinion. Our findings are based on procedures undertaken in the context of and solely for the purpose of our statutory audit opinion on the Company Financial Statements as a whole and consequently are incidental to that opinion and we do not express discrete opinions on separate elements of the Company Financial Statements.

 

Risk

Our response to the risk

Key observations communicated to the Board (in lieu of Audit Committee)

The going concern status of the Company is considered to be a risk area due to the purpose of its existence being to make an acquisition in the foreign exchange sector and therefore the uncertainty existing until this has completed.

We discussed the current status of the acquisition with the directors and gained an understanding of projected future events and timelines. We considered the adequacy of management's disclosures in the financial statements in respect of the acquisition, taking into account the existing commercial sensitivities.

 

We also considered the level of  cash in the Company in relation to level of recurring overheads in the company, and the Company's exposure to costs in case the proposed acquisition became abortive.
 

Our observations included outlining the discussions held with management, the key judgments involved and our understanding of the most recent Prospectus information of the potential acquisition.

Completeness of accruals and provisions for legal fees in the financial statements.

We reviewed the legal & professional invoices posted in the post year end period to ensure the 2017 accrualsin the financial statements are materially complete. We also held discussions with management to ascertain whether any disputes exist and are disclosed adequately in the financial statements. We also reviewed statements of costs at the balance sheet date received directly from professional advisors engaged by the company.
 

Our observations included an outline of the range of audit procedures performed and the results of our testing.


Our application of materiality


We apply the concept of materiality in planning and performing the audit, in evaluating the effect ofidentified misstatements on the audit and in forming our audit opinion.

 

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.


We determined materiality for the Company to be £16.5k, which is 2% of Gross Assets. Gross Assets is considered to be the most appropriate metric on which to base our materiality calculation. The company is a special purpose acquisition company that had not yet made an acquisition during the period since incorporation to the end of the year under review. The funds raised through share issues at a premium drive the Company's ability to acquire a Company in the foreign exchange (FX) sector.

We therefore consider gross assets to be the most relevant performance measure to the stakeholders of the Company.

During the course of our audit, we reassessed initial materiality. There was no change requiredto the final materiality.

An overview of the scope of our audit


Our audit involves applying the calculated materiality, adjusted for our risk assessments of the year end balances and transaction totals for the year, to the audit testing for each section. The Company is a standalone entity in the year under review and therefore this forms the basis for our audit testing. The adequacy of the disclosure of post year end events forms an important part of our work, as this is information used by the readers of the accounts.


Other information

 

The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

 

Opinion on other matter prescribed by the Companies Act 2006

 

In our opinion, based on the work undertaken in the course of the audit:

·      the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

·      the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.

·      the Directors' Report and Strategic report have been prepared in accordance with applicable legal requirements.

 

Matters on which we are required to report by exception

 

In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report and the Directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

·      adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

·      the company financial statements are not in agreement with the accounting records and returns; or

·      certain disclosures of directors' remuneration specified by law are not made; or

·      we have not received all the information and explanations we require for our audit.

 

 

Responsibilities of directors

 

As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations or have no realistic alternative but to do so.

 

Auditors' responsibilities for the audit of the financial statements


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.

 

A further description of our responsibilities for the audit of the financial statements is located on theFinancial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.

 

Use of our report


This report is made solely to the Company's members, as a body, in accordance with Chapter 3 ofPart 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state tothe Company's members those matters we are required to state to them in an Auditors' report and forno other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

 

 

Paul Randall BA ACA (Senior Statutory Auditor)

For and on behalf of

RPG Crouch Chapman LLP
Chartered Accountants

Statutory Auditors
62 Wilson Street

London
EC2A 2BU

 

Date: 16 April 2018

 

 

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2017

 

Notes

 

2017

£

2016

£

 

 

 

 

 

 

Reverse take-over costs

 

 

(149,755)

 

-

Listing expenses

 

 

-

(19,272)

Other operating expenses

4

 

(324,291)

(164,350)

OPERATING LOSS BEFORE TAXATION

 

 

(474,046)

(183,622)

Finance Income- bank interest

 

 

     1,896

 

Income tax expense

5

 

-

-

LOSS FOR THE PERIOD ATTRIBUTABLE TO

EQUITY HOLDERS OF THE COMPANY

 

 

(472,150)

(183,622)

OTHER COMPREHENSIVE INCOME

 

 

 

 

Other comprehensive income

 

 

-

-

TOTAL COMPREHENSIVE INCOME /(LOSS) FOR THE PERIOD

 

 

(472,150)

(183,622)

Basic and diluted loss per share (pence)

7

 

(0.016)

(0.006)

 

The notes to the financial statements form an integral part of these financial statements.

 

 

 STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2017

 

 

 

 

 

2017

2016

 

 

 

 

Notes

£

£

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Other receivables

 

 

 

6

15,654

10,513

Cash and cash equivalents

 

 

 

 

811,300

1,211,344

TOTAL CURRENT ASSETS

 

 

 

 

826,954

1,221,857

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Other payables

 

 

 

 

(98,225)

(30,978)

TOTAL CURRENT LIABILITIES

 

 

 

 

(98,225)

(30,978)

 

 

 

 

 

 

 

NET ASSETS

 

 

 

 

728,729

1,190,879

 

 

 

 

 

 

 

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY

 

 

 

 

 

Share capital

 

 

 

8

306,209

296,209

Share premium

 

 

 

 

1,078,292

1,078,292

Retained earnings

 

 

 

 

(655,772)

(183,622)

TOTAL EQUITY

 

 

 

 

728,729

1,190,879

 

 

 

 

 

 

 

 

 

The financial statements of Boston International HoldingsPlc for the year ended 31 December 2017 were authorised for issue by the Company's Board of Directors on 16 April 2018.

 

The accompanying notes are an integral part of these financial statements.

 

 

  

W Borden James

Director

 

 

 

 

STATEMENT OF CASH FLOW

FOR THE YEAR ENDED 31 DECEMBER 2017

 

 

 

 

 

2017

2016

 

 

 £

£

Cash flow from operating activities

 

 

 

Loss before tax

 

(472,150)

(183,622)

 

 

 

 

Changes in working capital

 

 

 

Other receivables

 

(5,141)

(10,513)

Other payables

 

67,246

30,978

Net cash outflow from operating activities

 

(410,044)

(163,157)

 

 

 

 

Cash flow from financing activities

 

 

 

Proceeds from issue of share

 

10,000

1,374,501

Net cash inflow from financing activities

 

10,000

1,374,501

 

 

 

 

Net increase in cash and cash equivalents

 

(400,044)

1,211,344

Cash and cash equivalents at beginning of period

 

1,211,344

-

Cash and cash equivalents at end of period

 

811,300

1,211,344

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2017

 

 

 

 

 

 

Share Capital

Share Premium

Profit and Loss account

Total Equity

 

 

 

£

£

£

£

 

 

 

 

 

 

 

Issue of shares

 

 

296,209

1,078,292

-

1,374,501

Loss for the period after tax

 

 

-

-

(183,622)

(183,622)

At 31st December 2016

 

 

296,209

1,078,292

(183,622)

1,190,879

 

Issue of shares

 

 

10,000

40,000

-

50,000

Expenses charged to Share Premium Account

 

(40,000)

-

(40,000)

Loss for the period after tax

 

 

(472,150)

(472,150)

At 31st December 2017

 

 

306,209

1,078,292

(655,772)

728,729

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2017

 

 

1.    GENERAL INFORMATION

 

The Company was incorporated on 17 November 2015 in accordance with the laws of England and Wales as a private company limited by shares and re-registered as a public limited company on 14 June 2016.

 

The Company's Ordinary shares commenced trading on the main market of the London Stock Exchange on 12th October 2016.

 

       The Company's nature of operations is to act as a special purpose acquisition company.

 

 

2.    ACCOUNTING POLICIES

 

The Board has reviewed the accounting policies set out below and considers them to be the most appropriate to the Company's business activities.

 

       Basis of preparation

 

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use by the European Union and IFRIC interpretations applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.

 

       The financial information of the Company is presented in British Pound Sterling ("£").

 

       Standards and interpretations issued but not yet applied

 

At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.

 

       Comparative figures

 

The comparative figures shown for 2016 cover the period from incorporation on 17 November 2015 to 31 December 2016.

 

       Going concern

 

This financial statement has been prepared on a going concern basis, which assumes that the Company will continue to be able to meet its liabilities as they fall due for the foreseeable future

 

       Cash and cash equivalents

 

The Company considers any cash on short-term deposits and other short term investments to be cash equivalents.

 

       Taxation

 

The tax currently payable is based on the taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in otherperiods and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred income tax is provided for using the liability method on temporary timing differences at the balance sheetdate between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised in full for all temporary differences. Deferred income tax assets arerecognised for all deductible temporary differences carried forward of unused tax credits and unused tax losses to theextent that it is probable that taxable profits will be available against which the deductible temporary differences, and carry-forward of unused tax credits and unused losses can be utilised.

 

The carrying amount of deferred income tax assets is assessed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred income taxasset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that is probable that future taxable profits will allow the deferred income tax asset to berecovered.

 

       Financial instruments

 

Financial assets and financial liabilities are recognised on the statement of financial position when the company becomes a party to the contractual provisions of the instrument.

 

       Financial assets

 

       Financial assets within the scope of IAS 39 are classified as either:

i)     financial assets at fair value through profit or loss

ii)     loans and receivables

iii)    held-to-maturity investments

iv)    available-for-sale financial assets

 

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this classification at every reporting date.

 

As at the balance sheet date, the company did not have any financial assets at fair value through profit or loss, and in the categories of held-to-maturity investments and available-for-sale financial assets.

 

       Financial liabilities and equity instruments

 

       Classification as debt or equity

 

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

 

       Equity instruments

 

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

 

       Financial liabilities

 

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities measured at amortised costs.

 

Financial liabilities are classified as at fair value through comprehensive income statement if the financial liability is either held for trading or it is designated as such upon initial recognition.

       Other financial liabilities

 

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, where applicable, using the effective interest method, with interest expense recognised on an effective yield basis.

 

       Derecognition of financial liabilities

 

The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.

 

       Operating segments

 

       As the company has not completed an acquisition there is no activity to report.

 

 

3.    CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.

 

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The Company's nature of operations is to act as a special purpose acquisition Company. This significantly reduces the level of estimates and assumptions required.

 

 

4.    LOSS BEFORE TAXATION

 

       The loss before income tax is stated after charging:

 

2017

£

      2016

£

Auditors' remuneration:

 

 

Fees payable to the Company's auditor for the audit of the Company's annual accounts

 

12,000

 

10,000

Fees payable to the Company's former auditor:

-      for other services:

-      preparation of  report in connection with the admission of the Company's shares on the London Stock Exchange

 

4,404

 

52,500

 

4,114

 

7,500

 

 

5.    INCOME TAX EXPENSE

 

       The Company is regarded as resident for the tax purposes in the United Kingdom.

 

No tax is applicable to the Company for the period ended 31 December 2017. No deferred income tax asset has been recognised in respect of the losses carried forward, due to the uncertainty as to whether the Company will generate sufficient future profits in the foreseeable future to prudently justify this.

 

 

6.    OTHER RECEIVABLES

 

 

2017

£

2016

£

Prepayments                                                                                                    

15,564

10,513

 

 

7.    LOSS PER 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. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.  There are currently no dilutive potential ordinary shares.

 

Loss per share attributable to ordinary shares

 

2017

2016

Earnings

£

(  472,150)

( 183,622)

Weighted average number of shares

Unit

30,262,044

        29,620,948

Per share amount

Pence

( 0.0156)

(0.0062)

 

       SHARE CAPITAL

 

 

 

 

 

Shares

 

£

Issued, called up and fully paid Ordinary shares of £0.01 each

 

 

 

 

 

 

 

 

 

 

 

Share issue

 

18th May 2016

 

6,571,428

 

65,714

Share issue

 

6th October 2016

 

23,049,520

 

230,495

Share issue

 

2nd May 2017

 

1,000,000

 

10,000

 

 

 

 

Issued, called up and fully paid Ordinary shares of £0.01 each at 31 December 2017

 

 

30,620,948

 

 

306,209

 

       Share issues

On 17th November 2015 (date of incorporation), one share was issued at £1 each. On 18 May 2016, the Founder invested £230,000 by subscribing for 6,571,328 Ordinary Shares at 3.5 pence per Ordinary Share. On 6 October 2016, the Company closed a private placing raising approximately £1,152,476 through the issue of 23,049,520 Ordinary Shares to the Places at a price of 5 pence per Ordinary Share.On 2ndMay 2017, the Company closed a private placing raising approximately £50,000 through the issue of 1,000,000 Ordinary Shares to the Places at a price of 5 pence per Ordinary Share.

 

 

8.    DIRECTORS REMUNERATION

 

       Directors  remuneration (audited):

 

Total fees paid

In advance

 

Bonus

 

Benefits

 

Pension

 

Total

 

Total

 

2017

2017

2017

2017

2017

2017

2016

W Borden James

£36,000

 -

 -

 -

 -

£36,000

£21,000

Richard Hartheimer

£25,000

 -

 -

 -

 -

£25,000

£12,500

Norman Connell

£25,000

 -

 -

 -

 -

£25,000

£12,500

Total

£86,000

 -

 -

 -

 -

£86,000

£46,000

                 

The Directors were appointed for an initial term commencing on 1st July 2016 and ending on completion of the acquisition by the Company of an operating company or business, at which time each Director shall retire from office and offer himself for re-appointment by the members.

 

During the year to 31 December 2017 there were no staff costs, as no staff were employed by the Company, other than the Directors fees.

 

 

9.    CAPITAL MANAGEMENT POLICY

 

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company consists of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.

 

 

10.  FINANCIAL RISK MANAGEMENT

 

The Company uses a limited number of financial instruments, comprising cash, short-term deposits, bank loans and overdrafts and various items such as trade receivables and payables, which arise directly from operations. The Company does not trade in financial instruments.

 

       Financial risk factors

 

The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cashflow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

 

a)  Currency risk

     The Company does not operate internationally and its exposure to foreign exchange risk is limited to the transactions and balances that are denominated in currencies other than Pounds Sterling.

 

b)  Credit risk

     The Company does not have any major concentrations of credit risk related to any individual customer or counterparty.

 

       c) Liquidity risk

            Prudent liquidity risk management implies maintaining sufficient cash and available funding through an adequate amount of committed credit facilities. The Company ensures it has adequate resource to discharge all its liabilities. The directors have considered the liquidity risk as part of their going concern assessment. (See note 2).

 

       d) Cash flow interest rate risk

            The Company has no significant interest-bearing liabilities and assets. The Company monitors the interest rate on its interest bearing assets closely to ensure favourable rates are secured.

 

       Fair values

 

Management assessed that the fair values of cash and short-term deposits, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

 

 

11.  FINANCIAL INSTRUMENTS

 

The Company's principal financial instruments comprise cash and cash equivalents, trade and other receivables and trade and other payables. The Company's accounting policies and method adopted, including the criteria for recognition, the basis on which income and expenses are recognised in respect of each class of financial assets, financial liability and equity instrument are set out in Note 2. The Company does not use financial instruments for speculative purposes.

 

The principal financial instruments used by the Company, from which financial instrument risk arises, are as follows:

 

2017

2016

Financial assets

£

£

 

 

 

Loans and receivables

 

 

Other receivables

15,654

10,513

Cash and cash equivalents

   811,300

1,211,344

Total financial assets

826,954

1,221,857

 

 

 

Financial liabilities measured at amortised cost

 

 

 

 

 

Other payables

98,225

30,978

Total financial liabilities

98,225

30,978

 

       There are no financial assets that are either past due or impaired.

 

 

12.  PENSION COMMITMENT

 

       The Company has no pension commitments at the end of the period.

 

 

13.  OPERATING LEASES

 

       During the period the company did not enter into any operating leases.

 

 

14.  RELATED PARTY TRANSACTIONS

 

Key management are considered to be the directors and the key management personnel compensation has been disclosed in note 8.

 

During the period the Company did not enter into any material transactions with related parties. As at the balance sheet date the amounts due to the directors was £nil.

 

 

15.  CONTROL

 

The Company has been notified of the following interests of 3 per cent or more in its issued share capital as at 27th March 2018.

 

Shareholder

 

Shareholding

%

Digger International Group PLTD

 

7,500,000

24.49%

Boston Merchant (HK) Limited

 

6,571,428

21.46%

Boston Merchant Financial PLTD

 

5,100,000

16.66%

Stephen Gibson

 

3,000,000

9.80%

SCA LTD

 

 

 

2,000,000

6.53%

David Bailey

 

 

1,000,000

3.27%

 

 

16.  Events after the reporting date

 

       There are no reportable events as defined by IAS 10 para 21.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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