13 December 2022
More Acquisitions plc
("More" or the "Company")
Audited Accounts to 31 October 2022
The Board of More Acquisitions plc are pleased to present the Company's inaugural audited financial statements for the 13 months ended 31 October 2022.
The report will be available on the Company's website.
The Directors are pleased to re-confirm that the total costs for the IPO were capped at £50,000 (excl. VAT), as reported on the first day of dealings.
The Directors of the Company accept responsibility for the contents of this announcement.
Enquiries
More Acquisitions plc
Rod McIllree / Charles Goodfellow
Peterhouse Capital Limited +44 (0)20 7469 0930
Financial Adviser
Narisha Ragoonanthun / Guy Miller / Brefo Gyasi
Corporate Broker
Lucy Williams / Duncan Vasey
Chairman's Statement
More Acquisitions is pleased to present its inaugural Annual Report to shareholders.
Launched onto the LSE Standard List on 4 March 2022 with great aplomb, More Acquisitions had from the very beginning a clear plan to find a suitable Reverse Takeover ("RTO") candidate to present to its shareholders. Your Directors set about this task with alacrity and considered numerous opportunities before alighting upon Megasteel Limited. On 23 September 2022, the Company was pleased to announce that it had signed conditional Heads of Terms in relation to the proposed acquisition of 100% of the issued share capital of Megasteel Limited, one of the largest stockholders and distributors of steel for the prestressing and post-tensioning of concrete in the UK. The RTO transaction is expected to close during Q1 2023.
In the view of the Directors, this proposed transaction represents an extremely exciting opportunity to bring a high-quality profitable long-standing British engineering concern to the market and provide, one hopes, healthy returns to More Acquisitions' shareholders over the medium term. The Board looks forward to bringing this transaction to a successful conclusion as soon as possible and will keep shareholders abreast of developments in this regard.
Charles Goodfellow
Non-executive Director
Statement of Profit or Loss and Other Comprehensive Income
For the period ended 31 October 2022
|
| Notes | 2022 £ |
|
|
|
|
| Administrative expenses | 2 | (113,639) |
| Operating loss before taxation | | (113,639) |
| | |
|
| Income tax | 4 | - |
| Loss for the period from continuing operations | | (113,639) |
|
| |
|
| Loss for the period attributable to the owners of the Company and total comprehensive loss for the period | | (113,639) |
| Earnings 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 | (0.16) p |
Statement of Financial Position
As at 31 October 2022
|
| Notes | 2022 £ |
| Current assets | | |
| Trade and other receivables | 6 | 13,499 |
| Cash and cash equivalents | 7 | 1,151,671 |
| Total current assets | | 1,165,170 |
|
| |
|
| Total assets | | 1,165,170 |
|
| | |
| Current liabilities | | |
| Trade and other payables | 8 | (28,808) |
| Total current liabilities | | (28,808) |
|
| |
|
| Total liabilities | | (28,808) |
|
| |
|
| Net assets | | 1,136,362 |
|
| | |
| Shareholders' equity | | |
| Share capital | 9 | 1,250,001 |
| Retained earnings | | (113,639) |
| Total shareholders' equity | | 1,136,362 |
Statement of Changes in Equity
For the period ended 31 October 2022
|
| Share capital | Retained earnings | Total |
|
| £ | £ | £ |
| Balance at 17 September 2021 | - | - | - |
| Total comprehensive loss for the period ended | - | (113,639) | (113,639) |
| Shares issued in period | 1,250,001 | - | 1,250,001 |
|
| 1,250,001 | (113,639) | 1,136,362 |
Statement of Cash Flows
For the period ended 31 October 2022
| | | 2022 |
| | Note | £ |
| Operating activities | | |
| Loss for the period ended 31 October 2022 | | (113,639) |
| Working capital adjustments | |
|
| Increase in trade and other receivables | 6 | (13,499) |
| Increase in trade and other payables | 8 | 28,808 |
| Net cash used in operating activities | | (98,330) |
| | | |
| Financing activities | |
|
| Proceeds from issue of equity | 9 | 1,250,001 |
| Net cash generated from financing activities | | 1,250,001 |
| | | |
| Net increase in cash and cash equivalents | | 1,151,671 |
| Cash and cash equivalents at start of the year | | - |
| Cash and cash equivalents at end of the year | 7 | 1,151,671 |
Notes to the Financial Statements
For the period ended 31 October 2022
1. Accounting policies
General information
More Acquisitions Plc (the "Company") is a public limited company incorporated and domiciled in the United Kingdom. The address of its registered office is Peterhouse Capital Ltd, 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 £113,639.
The Company had cash reserves at the year-end of £1,151,671.
The Directors therefore consider that the company has adequate resources to continue its operational existence for the foreseeable future.
New standards, amendments and interpretations adopted by the Company
The following IFRS or IFRIC interpretations were effective for the first time for the financial year beginning 1 September 2021. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements:
| Standard | Impact on initial application | Effective date |
| IFRS 10 and IAS 28 (Amendments) | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture | Unknown/ Postponed |
| Amendments to IAS 1 | Classification of liabilities as current or non- current | 1 January 2024 |
| Amendments to IFRS 3 | Business Combinations - Reference to the Conceptual Framework | 1 January 2022 |
| Amendments to IAS 16 | Property, Plant and Equipment - Proceeds before intended use | 1 January 2022 |
| Amendments to IAS 37 | Provisions, Contingent Liabilities and Contingent Assets - Onerous contracts - Cost of fulfilling a contract | 1 January 2022 |
| Annual Improvements to IFRS Standard 2018-2020 Cycle | Amendments to IFRS 1 First time adoption of IFR Standards, IFRS 9 Financial Instruments, IFRS Leases | 1 January 2022 |
| Amendments to IAS 1 | Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies | 1 January 2023 |
| Amendments to IAS 8 | Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates | 1 January 2023 |
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).
2. Nature of expenses
| |
| 2022 £ |
| Listing expenses | | 56,542 |
| Bank fees | | 1,476 |
| Share registrars | | 2,683 |
| Accounting fees | | 21,000 |
| Audit fee | | 19,400 |
| Legal fees | | 12,044 |
| Other expenses | | 494 |
| |
| 113,639 |
3. Staff costs, including Directors
During the year the Company had an average of 2 employees who were management. The employees are Directors of the Company.
| |
| 2022 £ |
| 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 October 2022 is as follows:
|
| Salary £ | Fees £ | Share based payments £ | Total 2022 £ |
| Rod McIllree | - | - | - | - |
| Charles Goodfellow | - | - | - | - |
|
| - | - | - | - |
4. 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:
|
| 2022 |
| Analysis of income tax expense: |
|
| Current tax | - |
| Deferred tax | - |
| Total income tax expense | - |
| | |
| Loss before tax | (113,639) |
| | |
| 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 | (113,639) |
| 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.
5. Earnings per ordinary share
The earnings and number of shares used in the calculation of loss/earnings per ordinary share are set out below:
| | 2022 |
| Basic earnings per share | |
| Loss for the financial period | (113,639) |
| Weighted average number of shares | 71,423,610 |
| Earnings per share (pence) | (0.16) 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.
6. Trade and other receivables
| | 2022 £ |
| Prepayments | 13,499 |
| | 13,499 |
7. Cash and cash equivalents
| | 2022 £ |
| Cash at bank and in hand | 1,151,671 |
| | 1,151,671 |
Cash and cash equivalents comprise cash at bank and other short-term highly liquid investments with an original maturity of three months or less. The Directors consider that the carrying value of cash and cash equivalents approximates to their fair value.
8. Trade and other payables
| | 2022 £ |
| Accruals | 22,920 |
| Other payables | 5,888 |
| | 28,808 |
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.
9. Share capital
| Issued and fully paid | 2022 Number | 2022 |
| At 17 September - at incorporation | 1 | 1 |
| Total shares at £1 each | 1 | 1 |
| | | |
| Share consolidation: | | |
| 1 share at £1 per share, consolidated into | | |
| 100 shares at £0.01 per share | 100 | 1 |
| Total shares at £0.01 each | 100 | 1 |
| | | |
| Ordinary shares issued at £0.01 | 4,999,900 | 49,999 |
| Ordinary shares issued at £0.01 | 120,000,100 | 1,200,001 |
| At 31 October | 125,000,100 | 1,250,001 |
On incorporation, the Company issued 1 Ordinary Share at £1 nominal value.
On 1 November 2021, the Company consolidated the 1 Ordinary Share at £1 in issue into 100 Ordinary Shares at £0.01 each.
On 11 February 2022, the Company issued 4,999,900 new Ordinary Shares at £0.01 per share.
On 4 March 2022, 120,000,100 new Ordinary Shares were issued at £0.01 per share.
10. Warrants
|
| 2022 Weighted average exercise price (p) | 2022 Number |
| Outstanding at the beginning of the period | - | - |
| Lapsed during period | - | - |
| Issued during year - investor warrants | 1.5p | 250,000,000 |
| Issued during year - broker warrants | 1p | 6,250,005 |
| Exercised during the period | - | - |
| Outstanding at the end of the period | 1.48p | 256,250,005 |
Investor warrants
On Admission, the Company issued 250,000,000 Investor Warrants. The Investor Warrant entitles the holder to subscribe for one Ordinary Share at £0.015 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.
Broker warrants
On Admission, the Company issued 6,250,005 Broker Warrants to Peterhouse Capital Limited. The Broker Warrants are exercisable at £0.01 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.
11. Financial instruments
Categories of financial assets and liabilities
The following tables set out the categories of financial instruments held by the Company:
| Financial assets |
| | | Loans and receivables |
| | Note | | | 2022 |
| | | | | £ |
| | | | | |
| Cash and cash equivalents | 7 | | | 1,151,671 |
| | | | | 1,151,671 |
| Financial liabilities |
| | | Financial liabilities measured at amortised cost |
| | Note | | | 2022 |
| | | | | £ |
| | | | |
|
| Trade and other payables | 8 | | | 28,808 |
| | | | | 28,808 |
The Company's financial instruments comprise cash and cash equivalents and trade 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 6,250,005 broker warrants to Peterhouse Capital Limited, a company connected to Charles Goodfellow and the Company's financial adviser and corporate broker. At period end £5,887.87 was owing to Peterhouse Capital Limited.
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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