REG - Bowen Fintech PLC - Interim Results

Bowen FintechAnnouncement

19/01/2024 07:00

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RNS Number : 2187A  Bowen Fintech PLC  19 January 2024

 

This announcement contains inside information for the purposes of Article 7 of
Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

 

19 January 2024

 

Bowen Fintech plc

("Bowen" or the "Company")

 

Interim Results

 

Bowen (LSE: BWN), a special purpose acquisition company formed to acquire
businesses in the technology innovations market with a focus on the financial
services sector, announces its interim results for the six months ended 31
October 2023.

 

Summary

·    Evaluated a number of potential acquisition targets and identified a
suitable opportunity - Minnadeooyasan-Hanbai Co., Ltd ("MOH") - with
attractive revenue growth, clear pathway to quality earnings and not reliant
on raising new capital

·    Post period, signed conditional, non-legally binding heads of terms
to acquire 93.49% of the issued share capital of MOH, an established and
profitable crowdfunding services platform in Japan

·    Subject to due diligence, final transaction documents and various
approvals, the Company will acquire MOH for c. £34.47 million to be satisfied
through the issue of new shares priced at 15p, representing a 25% premium to
the Company's closing share price on 21 December 2023, the day prior to the
announcement

·    As the acquisition would constitute a reverse takeover under the
Listing Rules, trading in the shares of the Company was suspended on 22
December 2023, pending completion of the transaction or the termination of
discussions

·    As of 31 October 2023, the Company had cash and cash equivalents of
£1.6 million (30 April 2023: £1.7 million)

 

 

Website Publication

A copy of this announcement, together with the full Interim Report with
financial statements and notes to the financial statements, can be found on
the Company's website at: https://ukbowen.com/ (https://ukbowen.com/)

 

 

Enquiries

 Bowen Fintech plc                       c/o +44 (0)204 582 3500
 Aamir Quraishi, Non-executive Chairman

 Gracechurch Group - Financial PR        +44 (0)204 582 3500
 Harry Chathli, Claire Norbury

 

 

Chairman's Statement

 

Dear Shareholders,

 

It is with pleasure that I present these interim financial statements of Bowen
Fintech Plc (the "Company") for the six-month period ended 31 October 2023.

 

During this period, we worked tirelessly to identify and evaluate a number of
potential acquisition targets for the Company. In addition to the criteria
previously set out, we were keen to identify a transaction opportunity that
would not be wholly reliant on raising significant new capital given the
prevalent challenging market conditions. At the same time, we made a conscious
effort to preserve cash in the Company as much as possible and as is
practical.

 

We are pleased to report that we did identify a suitable opportunity with
attractive revenue growth and clear pathway to quality earnings, and on 22
December 2023, shortly after the period, we announced the signing of
conditional, non-legally binding heads of terms to acquire 93.49% of the
issued share capital of Minnadeooyasan-Hanbai Co., Ltd ("MOH").

 

MOH is an established and profitable crowdfunding services platform in Japan
and solution provider for local investors seeking returns from investment into
real estate. The head office is located in Tokyo and MOH is regulated under
the Real Estate Specified Joint Venture Act in Japan. In the last 16 years,
MOH management has advised that it has arranged over JPY 217 billion (c. £1.2
billion at the prevailing exchange rate) in capital raising from the Japanese
market.

 

MOH is majority owned by Kyosei Bank Co., Ltd ("KBC"), a privately owned
company in Japan, and provides crowdfunding services to a property holding and
management company within the same corporate group as KBC. This provides MOH
with a proprietary pipeline of projects to facilitate funds for, and (where it
has the resources to do so) occasionally MOH itself may participate in the
acquisition of land for development.

 

Subject to due diligence, final transaction documents and various approvals,
the Company will acquire a 93.49% interest in MOH for a consideration of
approximately £34.47 million to be satisfied through the issue of new shares
in the Company priced at 15p per ordinary share, representing a 25% premium to
the closing middle market price the day before the announcement of the
proposed acquisition.

 

As the acquisition would constitute a reverse takeover under the Listing
Rules, trading in the shares of the Company was suspended on 22 December 2023,
upon the request of the Directors, pending completion of the transaction or
the termination of discussions. We look forward to completing the transaction
as soon as practical during 2024 and we will continue to update the market on
our progress.

 

Mr. Aamir Ali Quraishi

Non-Executive Chairman

 

UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the six-month period ending 31 October 2023

 

 

                                                                      31 October 2023  31 October 2022
                                                                      (unaudited)      (unaudited)
                                                                      £                £

 Administrative expenses                                              (45,047)         (8,498)
 Share-based payment charge                                           -                (88,050)
 IPO related costs                                                    -                (11,888)
 Operating loss                                                       (45,047)         (108,436)

 Loss before taxation                                                 (45,047)         (108,436)
 Income tax                                                           -                -
 Loss for the period and total comprehensive loss for the period      (45,047)         (108,436)

 Loss per share
 Basic and Diluted loss per share                                     (0.00)           (0.021)

 

 

All items in the above statement are derived from continuing operations.

 

 

UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
As at 31 October 2023

 

                                            31 October 2023         30 April 2023

                                        (unaudited)             (audited)
                                        £                       £
 Current assets
 Cash and cash equivalents              1,589,414               1,730,544
 Prepayments and other receivables      59,951                  9,167
 Total assets                           1,649,365               1,739,711
 Current liabilities
 Trade and other payables               (9,303)                 (62,769)
 Accruals                               (8,167)                 -
 Total liabilities                      (17,470)                (62,769)

 Net assets                             1,631,895               1,676,942

 Capital and reserves
 Share capital                          550,000                 550,000
 Share premium account                  1,352,043               1,352,043
 Warrant reserve                        88,050                  88,050
 Retained losses                        (358,198)               (313,151)
 Total Shareholders' funds              1,631,895               1,676,942

 

 

 

 

 

UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
For the six-month period ending 31 October 2023
 
                                    Share     Share premium  Warrant reserve  Retained losses  Total

                                    capital
                                    £         £              £                £                £

 As at 1 May 2023                   550,000   1,352,043      88,050           (313,151)        1,676,942
 Comprehensive loss for the period  -         -              -                (45,047)         (45,047)
 As at 31 October 2023 (unaudited)  550,000   1,352,043      88,050           (358,198)        1,631,895

 

 
For the six-month period ending 31 October 2022

 

                                                        Share     Share premium  Warrant reserve  Retained losses  Total

                                                        capital
                                                        £         £              £                £                £

 As at 1 May 2022                                       50,000    -              -                (64,976)         (14,976)
 Total comprehensive loss for the period                -         -              -                (108,436)        (108,436)
                                                        50,000    -              -                (173,412)        (123,412)
 Transactions with owners, recorded directly in equity
 Ordinary shares issued                                 500,000   1,500,000      -                -                    2,000,000
 Cost of share issue                                    -         (147,957)      -                -                (147,957)
 Share-based payments                                   -         -              88,050           -                88,050
 As at 31 October 2022 (unaudited)                      550,000   1,352,043      88,050           (173,412)        1,816,681

 

Other reserves comprise share premium representing consideration received in
excess of nominal value of the share and share-based payment reserve.

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
For the six-month period ending 31 October 2023

 

                                                                                    31 October 2023       31 October 2022
                                                                                    (unaudited)           (unaudited)
                                                                                    £                     £
 Cash flows from operating activities
 Loss for the period                                                                (45,047)              (108,436)
 Adjustments for:
 Share-based payments                                                               -                     88,050
 Increase in prepayments and other receivables                                      (50,784)              (718,000)
 (Decrease)/increase in trade and other payables (excluding share issue costs)      (45,299)              118,776
 Net cash outflows from operating activities                                        (141,130)             (619,610)

 Cash flows from financing activities
 Issue of ordinary shares                                                           -                     2,000,000
 Issue costs settled during the period                                              -                     (100,062)
 Net cash inflows from financing activities                                         -                     1,899,938

 Net (decrease)/increase in cash and cash equivalents                               (141,130)             1,280,328
 Opening balance of cash and cash equivalents                                       1,730,544             9,463
 Closing balance of cash and cash equivalents                                       1,589,414             1,289,791

 

 

 

 

 

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