Picture of Dispensa logo

DISP Dispensa News Story

0.000.00%
gb flag iconLast trade - 00:00
TechnologyHighly SpeculativeMicro CapValue Trap

REG - Dispensa Group PLC - Interim Results

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231130:nRSd2416Va&default-theme=true

RNS Number : 2416V  Dispensa Group PLC  30 November 2023

30 November 2023

 

DISPENSA GROUP  PLC

SECOND UNAUDITED INTERIM RESULTS FOR THE SIX MONTH PERIOD ENDED 31 AUGUST 2023

 

Dispensa Group plc (LON: DISP), ("Dispensa" or "The Company") the acquisitive
holding company developing a portfolio of international luxury food brands, is
pleased to announce its unaudited interim results for the six month period
from 1 March 2023 to 31 August 2023.

These are the second set of Interim Results announced by the Company following
its announcement on 24 August 2023 that it had changed its year-end from 31
August to 31 December to align itself with the accounting reference date of
its operating subsidiaries. As such, the next full set of audited annual
financial statements will cover the 16-month period from 1 September 2022 to
31 December 2023 and are expected to be published in April 2024.

Key Highlights for the six month period from 1 March 2023 to 31 August 2023:

 

·    Change of Company name from Zamaz plc to Dispensa Group plc and
updated strategy and focus on the acquisition and digitization of luxury foods
brands as well as vertical integration within each brand business.

 

·    After three acquisitions in the luxury foods sector in Italy
completed since Listing and in the previous six month period, management has
concentrated on building its team, consolidating operations, expanding
distribution channels and achieving efficiencies.  Administration costs have
fallen following the restructuring of the UK team and closing the UK
warehouse, moving all logistics to Italy.

 

·    There is significant seasonality in the business which is reflected
by a fall in revenues - Summer is a slower period and Christmas tends to be
much busier.  Revenues are lower also due to the legacy Amazon business
having experienced persistent cost increases and operational challenges from
Amazon.

 

·    Overall, the loss position over the last 12 months to August 2023 has
improved compared to the previous 12 months To August 2022.

 

·    Exciting organic growth opportunities through product development and
enhanced store openings for existing brand distribution.  Pipeline of
accretive acquisition opportunities.

 

Commenting on the second Interim Results, Chairman Dr Niccolò Caderni said:
"The Dispensa Group is rolling out its integration and expansion plans for the
acquired businesses including adding senior team members.  While revenue has
fallen compared to the first six months of the year, this is mainly, as
expected, due to the seasonality of the business.  The arriving Christmas
trading period has generally significantly higher revenues than the same
summer trading period for our brands.  Our revenue is however also lower
following difficulties with the Amazon platform and Ecomoist brand which has
under-performed and which is being addressed.  Organic growth through brand
development and distribution of products through store openings continues
while our focus on acquisition of additional brand businesses is ongoing. We
are also considering minority investments in brands and related businesses to
accelerate growth. Fully to exploit the opportunities in the market, the
Company would naturally need to access further capital."

 

     Dispensa Group plc
     Dr Niccolò Caderni                                    n.caderni@dispensagroup.com

     VSA Capital                                           +44(0)20 3005 5000
     Andrew Raca, Alexander Cabral (Corporate Finance)

     Peter Mattsson (Corporate Broking)

     Walbrook PR Limited                                   +44 20 7933 8780 or

                                                           +44 07768 807631
      Paul Vann/Nick Rome/Joe Walker                          dispensa@walbrookpr.com

 

About Dispensa Group plc:

 

Dispensa Group plc is an international Holding Company whose shares are listed
on the Main Market of The London Stock Exchange. It  acquires majority and
minority stakes-in businesses which have ethically sourced luxury food brands
of exceptional quality, but which are undervalued by dint of not having been
exposed to global markets. We add value and international reach to such brands
by digitalization and our own  e-commerce expertise, via online distribution
channels and specialist stores. To date, our strategy has focused on the
Italian market; however, we believe there are many more expansion, partnership
and acquisition opportunities throughout Europe and beyond.

 

CEO's Report

 

Dear Shareholder

 

The Company, (previously Zamaz plc) listed its shares on the Main Market of
the London Stock Exchange on 2 September 2022, since then the Group, via its
wholly owned subsidiary, Bella Dispensa S.r.l. ("Bella Dispensa"), based in
Milan, Italy, has made three acquisitions in the luxury foods sector. These
acquisitions are being integrated and we are beginning to see positive
operational synergies which we expect will be reflected in the financial
performance from FY 2024.  There is an increasing focus on Bella Dispensa to
diversify products, markets and distribution channels, achieve efficiencies
and capture the opportunity afforded by a well-considered pipeline of organic
and investment growth opportunities.

 

The Group is also now at the end of its geographical re-organisation.  It has
closed its UK warehouse and reduced its UK team, transferring operations and
warehouse to the Milan area.  This has reduced costs significantly and
 improved internal controls and communications.

 

Within the team at both Plc and operating level there has been a focus on team
building in both senior management and operational roles to enable the
execution of the growth plan, enable the digitization of existing businesses
acquired as well as the optimization of operations to reduce costs and
increase sales. In common with our peers in the industry, the acquisition and
retention of good people at every level remains a challenge in the current
climate.

 

Income

 

Revenue fell in the six month period to £1.74m (£3.48m for the previous six
months) leading to a Gross Profit of £0.37m (£1.68m).  Admin expenses fell
to £0.90m (£1.67m) delivering an Operating Loss of £0.53m (gain of
£0.01m).

 

Finance costs increased to £0.18m (£0.09m) following an increase in the bond
amount issued from £1.4 million on listing in early September 2022  to £3.1
million  at 31 August 2023, plus an increase in bond coupon from 6% p.a. to
7.5% p.a. following the bondholder meeting held in March 2023.

 

The Loss before Tax was lower  at £1.19 million  for the six month period
(previous period £1.64 million)

 

Financial Position

 

The key points on the assets side of the balance sheet are as follows.

 

Inventories fell to £0.24m (£0.79m) as stocks were reduced in the Ecomoist
business and not replenished, as well as resulting from the seasonality of the
business.

 

Receivables fell to £1.28m (February 2023: £2.05m) as collections improved
to a more sustainable level.

 

Key points on the liabilities side of the balance sheet are as follows.

 

Current liabilities were significantly reduced to £2.46m (February 2023:
£4.56m) as cash inflows increased, while Non-current liabilities increased to
£4.36m (£2.75m) mainly due to successful additional placings of the Dispensa
Plc Bond.

 

Bond Restructuring

 

On 9 March 2023 Dispensa Plc convened a meeting of the Bondholders of the
Company's € 3,000,000 6% Fixed Rate Bonds due 30 April 2023.  It was agreed
that the maturity of the 6% Bond would be extended to 20 April 2026 from 30
April 2023, the Nominal Value of the Bond could be increased from €3,000,000
to €15,000,000, and the rate of interest was increased to 7.5% from 6% per
annum.

 

Following the Resolution, additional Bonds have been issued bringing an extra
€530,000 into the Company for a total of €3,530,000  (£3,141,891)
outstanding.

 

Board Changes

 

On 24 August 2023 the Company announced that Martin Groak, who was Independent
Chairman of the Board and  who had led the listing process, would relinquish
his Chairmanship and remain an Independent Non-Executive Director.  Martin
was replaced by Niccolo Caderni who was until that point an Independent
Non-Executive Director.

 

On 20 October, the Company announced the appointment of Alessandro Colombo to
take over the CEO role from Daniele Besnati. On 21 November, Mr Colombo
stepped down for personal reasons.  Daniele Besnati, who had remained on the
Board as Executive Director of Operations, returned to his previous role as
CEO.

 

Vision

 

Our company's vision is to be a fast-growing player in the international
Luxury Foods sector. It believes that it can achieve this through a
well-planned strategy of organic growth through store openings and product
development, as well as external growth via acquisitions, and majority and
minority investments in brand businesses and associated sectors.

 

In recent months the company has expanded its operations and diversified its
product and geographic presence within Italy.  The financial results of the
implementation of this strategy are expected to come through in FY 2024.

 

We look forward to being able to report on further progress across the board
for our 16-month audited financial year ending 31 December 2023 next April.

 

Forward looking statements:

This announcement contains statements that are or may be forward-looking
statements. All statements other than statements of historical facts included
in this announcement may be forward-looking statements, including statements
that relate to the Company's future prospects, developments and strategies.
The Company does not accept any responsibility for the accuracy or
completeness of any information reported by the press or other media, nor the
fairness or appropriateness of any forecasts, views or opinions express by the
press or other media regarding the Group. The Company makes no representation
as to the appropriateness, accuracy, completeness or reliability of any such
information or publication.

 

Forward-looking statements are identified by their use of terms and phrases
such as "believe", "targets", "expects", "aim", "anticipate", "projects",
"would", "could", "envisage", "estimate", "intend", "may", "plan", "will" or
the negative of those, variations or comparable expressions, including
references to assumptions. The forward-looking statements in this announcement
are based on current expectations and are subject to known and unknown risks
and uncertainties that could cause actual results, performance and
achievements to differ materially from any results, performance or
achievements expressed or implied by such forward looking statements. Factors
that may cause actual results to differ materially from those expressed or
implied by such forward looking statements include, but are not limited to,
those described in the Risk Management Framework section of the Company's most
recent Annual Report. These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of the Group
and the environment in which it is and will operate in the future. All
subsequent oral or written forward-looking statements attributed to the
Company or any persons acting on its behalf are expressly qualified in their
entirety by the cautionary statement above. Each forward-looking statement
speaks only as at the date of this announcement. Except as required by law,
regulatory requirement, the Listing Rules and the Disclosure Guidance and
Transparency Rules, neither the Company nor any other party intends to update
or revise these forward-looking statements, whether as a result of new
information, future events or otherwise.

 

Financial Results & Review

 

The loss for the six month period ending 31 August 2023 was £1,191,459
including exceptional listing costs (£1,642,336 loss).

 

The Board monitors the activities and performance of the Group on a regular
basis. The Board uses financial indicators based on budget versus actual to
assess the performance of the Group. The indicators set out below will
   continue to be used by the Board to assess performance over the period
to 31 August 2023. The main KPIs for   the Group are as follows. These allow
the Group to monitor costs and plan future activities:

 

 

 

                                                                                                                                        Six Month Period ended 31 August 2023                      Six Month period ended

                                                                                                                                                (unaudited)                                        28 February 2023  (unaudited)
      Revenue £'000                                                                                                                             £1,744                                             £3,480

      Gross Margin   £'000                                                                                                                                        £372                                         £1,683

      %                                                                                                                                                         21.33%                             48.36%

                                                                                                                                                                                            £10
      EBITDA £'000- excluding listing costs
                      (£526)

 
Financial Position

The Group's Statement of Financial Position as at 31 August 2023 and
comparatives at 28 February 2022 are summarized below.

 

                          31 August                                     28 February 2023

                          2023

 Current assets           2,292,406                                     3,633,125
 Non-current assets         23,839,599                                  24,142,460
 Total assets                            26,132,005                     27,775,585
 Current liabilities                       2,495,288                    4,555,545
 Non-current liabilities                   4,362,905                    2,749,810
 Total liabilities                          6,858,193                   7,305,355
 Net assets                               19,273,813                    20,470,230

 

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The management of the business and the execution of the Group's strategy are
subject to a number of risks. The key business risks affecting the Group are
set out below.

 

Risks are formally reviewed by the Board, and appropriate processes are put in
place to monitor and mitigate them. If more than one event occurs, it is
possible that the overall effect of such events would compound the possible
adverse effects on the Group.

 

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they. The Group's policy during the year has been to
ensure that it has adequate liquidity to meet its liabilities when due by
careful management of its working capital.

 
Credit risk

Credit risk is the risk of financial loss to the Group if a customer or a
counterparty to a financial instrument fails to meet its contractual
obligations.

In accordance with the Group's policy, the Board monitors the Group's exposure
to credit risk on n ongoing basis. The risk is largely mitigated by the use of
Amazon trading platform, which is regarded as an extremely low credit risk.

 
Market risk

Market risk is the risk that changes in market prices, such as commodity
prices, foreign exchange rates, interest rates and equity prices will affect
the Group's and Company's income or value of its holdings in financial
instruments.

 

Capital Management

 

The Company's capital consists wholly in ordinary shares, The Board's policy
is to preserve a strong capital base in order to maintain investor, creditor,
and market confidence and to safeguard the future development of the business,
whilst balancing these objectives with the efficient use of capital.

 

Responsibility Statement

 

We confirm that to the best of our knowledge:

§ the 6 Month Unaudited Report and its comparative have been prepared in
accordance with International Accounting Standard 34 'Interim Financial
Reporting'; and

§ gives a true and fair view of the assets, liabilities, financial position
and loss of the Group; and

§ the 6 Month Unaudited Report includes a fair review of the information
required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the set of interim financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and

§ the 6 Month Unaudited Report includes a fair review of the information
required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the
information required on related party transactions.

 

The 6 Month Unaudited Report was approved by the Board of Directors on 29
November 2023 and the above responsibility statement was signed on  its
behalf by:

 

Daniele Besnati

Chief Executive Officer

Dispensa Group Plc

 

DISPENSA GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2023

 

 

                                                                          6 months to                       6 months to                          Year ended

                                                                          31 Aug 2023                       28 Feb 2023                          31 Aug 2022

                                                                          (unaudited)                          (unaudited)                     (audited)
                                                                          £                                 £                                  £
 Continuing operations
 Income
 Revenues                                                                   1,744,204                          3,479,564                       1,679,105
 Cost of sales                                                             (1,372,617)                      (1,796,435)                        (1,363,822)
 Gross Profit                                                               371,587                            1,683,129                       315,283
 Administrative expenses                                                   (898,562)                        (1,672,650)                        (1,511,652)
 Operating Result                                                          (526,975)                                10,479                     (1,196,369)
 Finance Costs                                                            (179,964)                         (92,152)                           (128,023)
 Exceptional Item: Listing costs                                          (484,520)                          (1,560,663)                                    -
 Profit/(Loss) before tax                                                  (1,191,459)                      (1,642,336)                        (1,324,392)
 Taxation                                                                                 -                            -                                       (847)
 Profit/(Loss) for the period attributable to equity shareholders of the  (1,191,459)                       (1,642,336)                        (1,325,239)
 Company

 Other comprehensive income / (expenditure) for the period net of tax     -                                 -                                  -
 Total comprehensive income/(expenditure) for the                         (1,191,459)                       (1,642,336)                        (1,325,239)
 period

 Loss per ordinary share
 Basic and diluted income (loss) per share attributable to the equity           (0.17)                      (0.23)                             (0.30)
 shareholders of the parent (pence)

 

 

The unaudited net loss for the 12 months to 31 August 2023, excluding  the
extraordinary listing costs, is (£788,612)

  DISPENSA GROUP PLC                                                                                                                         As at                As at                                As at 31

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION                                                                                                31 Aug 2023          28 Feb 2023 (unaudited)              August 2022 (audited)

                                                                                                                                             (unaudited)

                                                                                                                                             £                    £                                    £
 ASSETS
 Non-current assets
 Intangibles                                                                                                                                    1,182,914         1,191,986                                         223,853
 Goodwill                                                                                                                                      21,998,500            22,285,391                               20,454,876
 Receivables  - Non current                                                                                                                                                 235,876                                              -

                                                                                                                                              235,876
               Property, Plant, & Equipment                                                                                                                      429,208                                          30,130

                                                                                                                                              422,309
 Total non-current assets                                                                                                                      23,839,599              24,142,460                                20,708,859
 Current assets
 Inventories                                                                                                                                       245,935        785,522                              321,457
 Trade and other receivables                                                                                                                    1,280,971              2,053,178                       767,092
 Cash and cash equivalents                                                                                                                         765,500                794,425                                       26,818
 Total current assets                                                                                                                           2,292,406                3,633,125                     1,115,367
 TOTAL ASSETS                                                                                                                                 26,132,005                27,775,585                     21,824,226

 LIABILITIES
 Current Liabilities                                                                                                                           2,495,288                 4,555,545                                2,837,341
          Non current Liabilities                                                                                                              4,362,905               2,749,810                       874,618
 TOTAL LIABILITIES                                                                                                                             6,858,193                7,305,355                               3,711,959

                                                       EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
 Called up share Capital                                                                                                                          188,299             188,299                          178,031
 Share premium                                                                                                                               23,322,318           23,324,638                           19,568,774
               Translation reserve                                                                                                            263,159                    220,151                                       5,278
 Retained earnings                                                                                                                           (4,744,627)             (3,550,529)        287,671        (1,639,816)

 Minorities                                                                                                                                       244,662
 interest
                                                                                                                                              19,273,813              20,470,230                               18,112,267

 TOTAL EQUITY

      TOTAL EQUITY AND LIABILITIES                                                                                                           26,132,006                27,775,585                               21,824,226

 

 

 

As at

31 Aug 2023

(unaudited)

As at

28 Feb 2023 (unaudited)

 

As at 31

August 2022 (audited)

£

£

£

ASSETS

Non-current assets

Intangibles

   1,182,914

1,191,986

             223,853

Goodwill

 

  21,998,500

   22,285,391

       20,454,876

Receivables  - Non current

 

 235,876

          235,876

                          -

              Property, Plant, & Equipment

 

 422,309

   429,208

               30,130

Total non-current assets

  23,839,599

     24,142,460

          20,708,859

Current assets

Inventories

      245,935

785,522

321,457

Trade and other receivables

   1,280,971

     2,053,178

767,092

Cash and cash equivalents

 

      765,500

        794,425

                 26,818

Total current assets

   2,292,406

       3,633,125

1,115,367

TOTAL ASSETS

 26,132,005

      27,775,585

21,824,226

 

LIABILITIES

Current Liabilities

  2,495,288

       4,555,545

           2,837,341

         Non current Liabilities

  4,362,905

     2,749,810

874,618

TOTAL LIABILITIES

  6,858,193

      7,305,355

         3,711,959

 

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY

Called up share Capital

     188,299

    188,299

178,031

Share premium

 

23,322,318

23,324,638

19,568,774

              Translation reserve

 

 263,159

       220,151

                5,278

Retained earnings

Minorities
interest

(4,744,627)

     244,662

   (3,550,529)        287,671

(1,639,816)

 

TOTAL EQUITY

 19,273,813

    20,470,230

        18,112,267

 

     TOTAL EQUITY AND LIABILITIES

 

26,132,006

     27,775,585

         21,824,226

DISPENSA GROUP PLC

            GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 AUGUST 2023 AND 31 AUGUST 2022

 

 Called up                                                                                                                                                               Share premium   Translation             Retained            Third parties   Total Equity

 Share Capital                                                                                                                                                                           Reserve                 Earnings
 Balance at 1 September 2021                                                                                                                                   50,000    -               -             (314,577)                                     264,577
 Loss of the year                                                                                                                                              -         -               -             (1,325,239)                                   (1,325,239)
 Exchange differences on consolidation                                                                                                                         -         -               5,278         -                                             5,278
 Issue of share Capital                                                                                                                                        128,031   19,568,774      -             -                                             19,696,805
 Balance at August 31 2022                                                                                                                                     178,031   19,568,774      5,278         (1,639,816)                   0               18,112,267

 At August 31 2022                                                                                                                                             178,031   19,568,774      5,278         (1,639,816)                                   18,112,267
 Issue of shares                                                                                                                                               10,268                                                                                10,268
 Share                                                                                                                                                                   3,753,544                                                                   3,753,544
 premium
 Exchange differences on translation                                                                                                                           -         -               257,881                                                     257,881
 Third parties                                                                                                                                                                                                                       244,662         244,662
 Total comprehensive income for the period                                                                                                                     -         -               -             (3,104,811)                                   (3,104,811)
 Balance at August 31 2023                                                                                                                                     188,299   23,322,318      263,159       (4,744,627)                   244,662         19,273,811

 

DISPENSA GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 AUGUST 2023

NOTE 1: ACCOUNTING POLICIES

General Information

 

The Company is a public limited company incorporated and domiciled in England
(registered number: 12167179), which is listed on the London Stock Exchange.
The registered office of the Company is Eastcastle House, 27/28 Eastcastle
Street, London W1W 8DH.

 

Accounting policies

 

The accounting policies, presentation and methods of computation applied by
the Group in these condensed interim financial statements are the same as
those applied by the Group in its consolidated financial information in its
2022 Annual Report and Accounts.

 

Basis of Preparation of Financial Statements

 

The condensed consolidated interim financial statements have been prepared in
accordance with IAS 34 'Interim Financial Reporting'. The accounting policies
adopted in this report are consistent with those of the annual financial
  statements for the year to 31 August 2022 as described in those financial
statements

 

Basis of consolidation

 

The consolidated financial statements comprise the financial statements of
Zamaz Plc and its subsidiaries as at 31 August 2023. The financial statements
of the subsidiaries are prepared for the same reporting period as the parent
company, using consistent accounting policies.

 

All intra-group balances, transactions, income and expenses and profits and
losses resulting from intra-group transactions that are recognized in assets,
are eliminated in full.

 

Subsidiaries are fully consolidated from the date of acquisition, being the
date on which the Group obtains control, and continue to be consolidated until
the date that such control ceases. Zamaz plc owns the majority of the
shareholdings and has operational control over all its subsidiaries. Please
refer to Note 4 for information on the consolidation of Zamaz Plc

 

Going Concern

 

The Group Financial Statements have been prepared on a going concern basis.
Although the Group's assets are not currently generating sufficient revenues
and an operating loss has been reported, the Directors are of the view that,
the Group has funds to meet its planned expenses over the next 12 months from
the date of these Financial Statements.

 

In assessing whether the going concern assumption is appropriate, the
Directors have taken into account all relevant  available information about
the current and future position of the Group, including current level of
resources and the required level of spending on corporate activities. As part
of the assessment, the Directors have also taken into account the ability to
raise new funding whilst maintaining an acceptable level of cash for the Group
to meet all commitments.

 

The Directors are confident that the measures they have available will result
in sufficient working capital and cash flows to continue in operational
existence. Taking these matters in consideration, the Directors continue to
adopt the going concern basis of accounting in the preparation of the
financial statements.

NOTE 2: INTERIM FINANCIAL INFORMATION

The condensed consolidated interim financial statements are for the six-month
period ended 31 August 2023. The condensed consolidated interim financial
statements do not include all the information required for full annual
financial statements and should be read in conjunction with the consolidated
financial statements of the Group for the year ended 31 August 2022, which
were prepared under International Financial Reporting Standards (IFRS).

The condensed consolidated interim financial statements have not been audited
nor have they been reviewed by the Group's auditors under ISRE 2410 of the
Auditing Practices Board. These condensed consolidated interim financial
statements do not constitute statutory accounts as defined in Section 434of
the Companies Act 2006. The Group's statutory financial statements for the
year ended 30 June 2021 prepared under IFRS have been filed with the Registrar
of Companies. The auditor's report on those financial statements was
unqualified and did not contain a statement under Section 498(2) of the
Companies Act 2006.

 

 

NOTE 3: CRITICAL ACCOUNTING ESTIMATE AND JUDGEMENTS

 

The preparation of the financial statements in conformity with International
Financial Reporting 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. Actual results may
differ from these estimates.

 

In preparing these condensed interim financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those applied to
the consolidated financial statements for the year ended 31 August 2022.

 

NOTE 4: LOSS PER SHARE

 

Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.

 

In accordance with IAS 33, no diluted earnings per share is presented, so
there is no difference between the basic and the diluted loss per share

 

Basic  and Diluted EPS

Loss attributable to ordinary shareholders (0.17) pence,

    based on a weighted average number of shares in issue of  711,530,255
Ordinary shares

 

    February 2023: Loss per shares (0.23) based on a weighted average
number of shares in issue of   710,763,588  Ordinary shares

 
NOTE 5:  BORROWINGS

 

 

 As at                  31 August 2023        31 August 2022

 Bond                   3,141,891             1,482,816
 Lease Liability                  0                  1,800
 Short Term borrowings           0                 47,722

 Total                  3,141,891             1,532,338

 

 

On 9 March 2023 Dispensa Plc (previously Zamaz Plc) convened a meeting of the
Bondholders of the Company's € 3,000,000 6% Fixed Rate Bonds due 30 April
2023, to consider and approve a proposal to modify the terms of conditions of
the 6% Bonds by way of an Extraordinary Resolution.

 

The meeting was then adjourned to the 21 March 2023 and the following
Resolution was put to the Bondholders and approved:

 

-       the maturity of the 6% Bond was extended to 20 April 2026 from
30 April 2023;

-       the Nominal Value of the Bond was increased from €3,000,000 to
€15,000,000;

-       the rate of interest was increased to 7.5% from 6% per annum.

 

Following the Resolution additional Bonds have been issued bringing a total of
Euros 530,000  into the Company resulting in a total of €3,530,000
(£3,141,891) outstanding.

 

 

 
NOTE 6: INVESTMENTS

 

Investments Held- Company

 

Financial assets at fair value through profit or loss are as follows:

 

                   Bella Dispensa Srl   Total
 1 September 2021
 Cost              20,487,259           20,487,259
 31 August 2022    20,487,259           20,487,259
 Additions           2,419,301                 1,798,132
 31 August 2023    22,906,560           22,285,391

 

As at August 31, 2023, investments were classified as held for trading and
recorded at their fair values based on quoted market prices (if available).

Investments that do not have quoted market prices are measured at cost less
impairment.

 

 

    Last 26 September 2022 Bella Dispensa agreed to acquire the entire
issued share capital of Ecocarni Srl, a purveyor of

    premium quality meats and associated products sourced from Italy and
Argentina to both wholesale and retail customers

    from its managed general store in Milan.

 

   On 10 October 2022 Bella Dispensa agreed to acquire a 72.61 per cent
stake in Eccellenze Srl, a luxury food products

   business based at its flagship store in one of Milan's premier districts.

 

    On 11  February 2023, the Company exercised an option and acquired the
entire issued share capital of Dallatte Italia

    Srl

 

NOTE 7:  SHARE CAPITAL AND RESERVES

 

Share Capital and Share Premium

 Issued                 Share Capital               Share Premium

 At 1 September 2021    50,000
 Issue of Shares        128,031
 Share Premium thereon                              19,568,774
 At 31 August 2022              178,031                    19.568.774
 Issue of shares                  10,268
 Share Premium thereon                                        3,753,544
 At 31 August 2023                188,299                   23,322,318

 
NOTE 8:  RELATED PARTIES
 
Two directors of Zamaz: Messrs. White and Groak are also directors of the Holding Company of Innovative Finance Srl. ("Innovative") and Epsion Capital Ltd. ("Epsion")
 
Innovative provided advisory services to Zamaz plc for its listing and Bella Dispensa for its acquisition strategy.
 
Epsion provided advisory services for the Company's prospectus for listing on the London stock exchange.
 
Expenses in these accounts include
 
Fees to Innovative £ 704,577
Fees to Epsion  £ 260,000
 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IR FDMFFSEDSEEF

Recent news on Dispensa

See all news