REG - Honye Financial Svcs - Half-year Report
04/06/2024 17:30
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240604:nRSD1114Ra&default-theme=true
RNS Number : 1114R Honye Financial Services Ltd 04 June 2024
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK
LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
4 June 2024
Honye Financial Services Ltd
(the "Company" or "Honye")
Interim Results for the year ended 31 January 2024
The Directors of Honye are pleased to announce the Company's audited final
results for the year ended 31 January 2024. The Annual Report will be
available on the Company's website: www.honyefinance.com
(http://www.honyefinance.com) .
The Directors accept responsibility for this announcement.
Further information:
Honye Financial Services Ltd Shaun Carew-Wootton
shaun@rosellecapital.com
CHAIRMAN'S STATEMENT
Honye Financial Services Ltd ("Honye") was formed as a special purpose company
("SPAC") to undertake one or more acquisitions of a company or businesses in
the financial services and in particular the fintech sector principally in
Europe and Asia.
As a result of the investigation of the many opportunities on 9 June 2021 the
Company announced it had signed non-binding heads of agreement with the
shareholders of Zoyo Capital Limited ("Zoyo") which set out the key terms for
the proposed acquisition of the entire issued share capital of Zoyo. It is
anticipated that it will be satisfied entirely by the issue of new Honye
shares to the Zoyo shareholders.
Although we have experienced significant delay due to the pandemic travel
restrictions, the due diligence and negotiation of the various definitive
agreements has progressed well as has the preparation of the prospectus
required for the purposes of the reverse takeover. However, there are still a
number of steps necessary before being able to complete the acquisition and
apply for the suspension of the trading in the Company's shares to be lifted.
Honye continues its cautious approach to investment and identification of
suitable acquisition candidate(s), its running costs are low, and its asset is
still cash in the bank.
Due to delays in the acquisition transaction, the company has incurred
significant expenses, resulting in a depletion of its cash reserves. While the
company made efforts to keep operational overhead low, the majority of its
expenditures have been directed towards the acquisition process itself. In
order to ensure the continuation of the acquisition and cover operational
overhead, it became necessary for the company to raise further capital.
On 28 March 2024, the Company signed a loan agreement for £275k with Tang
Investment No 1 Ltd. ("Tang"). The purpose of this loan is to provide the
necessary support for the remaining work involved in the acquisition process
and will help cover operational expenses during this critical period. Tang is
principally funded by a consortium of private investors based in Southeast
Asia. The Company also expects Tang to make a material investment in the
fundraising to be carried out in connection with the RTO. The company has not
yet received the funds from Tang. Tang is arranging for the funds to be
transferred for the completion of the transaction. To ensure sufficient
operating capital, the company is also seeking alternative funding solutions
and will promptly announce any developments.
Shaun Carew-Wootton
Non-Executive Chairman
Honye Financial Services Ltd
4 June 2024
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
6 months ended 31/01/2024 6 months
Unaudited ended
Continuing operations Note £ 31/01/2023
Unaudited
£
Administrative expenses (118,227) (128,050)
Other income - -
Operating loss (118,227) (128,050)
Loss before taxation (118,227) (128,050)
Taxation 9 - -
Total comprehensive loss attributable to equity holders of the Company for the
period
(118,227) (128,050)
Loss per share - basic and diluted (pence per share) 10 0.48 0.52
CONDENSED STATEMENT OF FINANCIAL POSITION
Note As at As at
31/01/2024 31/07/2023
Unaudited Audited
£ £
Assets
Current assets
Cash and cash equivalents 11 140,308 302,807
Prepayments 63,100 41,167
Total current assets 203,408 343,974
Total assets 203,408 343,974
Equity and liabilities
Capital and reserves attributable to owners of the company
Ordinary shares 13 246,714 246,714
Share premium 2,252,892 2,252,892
Accumulated losses (2,629,204) (2,510,977)
Total equity (129,598) (11,371)
Current liabilities
Trade and other payables 12 333,006 355,345
Total current liabilities 333,006 355,345
Total equity and liabilities 203,408 343,974
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 JANUARY 2024
Note Share capital Share premium Accumulated Losses
Total equity
£ £ £ £
Balance at 1 August 2023 13 246,714 2,252,892 (2,510,977) (11,371)
Total comprehensive loss for the financial period - - (118,227) (118,227)
Balance at 31 January 2024 (Unaudited)
246,714 2,252,892 (2,629,204) (129,598)
FOR THE PERIOD ENDED 31 JANUARY 2023
Share capital Share premium Accumulated Losses Total equity
£ £ £ £
Balance at 1 August 2022 246,714 2,252,892 (2,213,300) 286,306
Total comprehensive loss for the financial period - - (128,050) (128,050)
Balance at 31 January 2023 (Unaudited) 246,714 2,252,892 (2,341,350) 158,256
CONDENSED STATEMENT OF CASH FLOWS
6months ended 31/01/2023
6 months ended 31/01/2024
Unaudited
Unaudited
£ £
Cash flows from operating activities
Loss before taxation (118,227) (128,050)
Adjustment for:
Decrease/(increase) in receivables (21,933) (8,668)
(Decrease)/Increase in payables (22,339) (10,121)
Net cash used in operating activities (162,499) (146,839)
Cash flows from financing activities
Proceeds from issue of ordinary shares - -
Net cash generated from financing activities - -
Net decrease in cash and cash equivalents (162,499) (146,839)
Cash and cash equivalents at beginning of the period 302,807 568,921
Cash and cash equivalents at end of the period 140,308 422,082
£
£
Cash flows from operating activities
Loss before taxation
Adjustment for:
(118,227)
(128,050)
Decrease/(increase) in receivables
(21,933)
(8,668)
(Decrease)/Increase in payables
(22,339)
(10,121)
Net cash used in operating activities
(162,499)
(146,839)
Cash flows from financing activities
Proceeds from issue of ordinary shares
-
-
Net cash generated from financing activities
-
-
Net decrease in cash and cash equivalents
(162,499)
(146,839)
Cash and cash equivalents at beginning of the period
302,807
568,921
Cash and cash equivalents at end of the period
140,308
422,082
NOTES TO THE UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company was incorporated and registered in the Cayman Islands as a private
company limited by shares on 25 April 2018 under the Companies Law (as
revised) of The Cayman Islands, with the name Honye Financial Services
Limited, and registered number 336262.
The Company's registered office is located at Ogier Global (Cayman) Limited,
89 Nexus Way, Camana Bay, Grand Cayman, KY1-9901, Cayman Islands.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is to undertake acquisitions in a
company or business principally in Europe and Asia.
3. RECENT ACCOUNTING PRONOUNCEMENT
The new standards that have been adopted in the financial statements for the
period have not had significant effect on the company.
The following amendments are effective for the period beginning 1 August 2023:
• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice
Statement 2);
• Definition of Accounting Estimates (Amendments to IAS 8); and
• Deferred Tax Related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12).
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Company has decided not to adopt early.
The Directors do not believe these standards and interpretations will have a
material impact on the financial statements once adopted.
4. SIGNIFICANT ACCOUNTING POLICIES
a) Basis of preparation
These interim financial statements have been prepared in accordance with IAS
34 Interim Financial Reporting as adopted by the United Kingdom and prepared
under the historic cost convention. The comparative figures as at 31 July 2023
have been extracted from the Company's Financial Statements for that financial
year, but do not constitute these accounts.
The financial information is presented in Pounds Sterling (£), which is the
Company's functional currency.
A summary of the principal accounting policies of the Company are set out
below.
b) Going concern
The financial statements have been prepared on a going concern basis. The
Directors have considered the impact of the Covid-19 pandemic on the Company,
in the context of its operations and the market it operates in.
As the Company has no existing business and its management operates remotely
the practical impact of COVID -19 on the Company has been minimal and it is
able to continue to monitor the acquisition opportunities without discernible
disruption. At this stage, the Directors do not envisage a long-term impact to
the Company resulting from the Covid-19 pandemic but will continue to monitor
the situation and continue to expand its search for appropriate acquisition
opportunities.
On 9 June 2021, the Company announced it had signed non-binding heads of
agreements for a potential acquisition which, if concluded would constitute a
Reverse Take Over ("RTO") under the Listing Rules. The RTO transaction is
progressing well but is not yet close to a conclusion.
Taking account of the costs incurred in relation to the RTO transaction and
reviewing its cash requirements during the current financial period, the
directors are concerned that, if the RTO and its accompanying fundraise do not
complete, there could be uncertainty for the Company's future as a going
concern.
To enhance the financial stability and ensure sufficient liquidity of the
company, the executive director, Liu Yu Xing (Terry), has consented to defer
the repayment of a director's loan, amounting to £34,326.43, until after the
completion of the Reverse Takeover (RTO). Furthermore, the consultant L&S
Capital Ltd has agreed to further deferred the outstanding invoices of
£100,163 to 31 December 2025.
In addition, the Company signed a loan agreement of £275,000 on 28 March
2024, with a three-year term with Tang Investment No1 Limited. The company has
not yet received the funds from Tang. Tang is arranging for the funds to be
transferred for the completion of the transaction. To ensure sufficient
operating capital, the company is also seeking alternative solutions and will
promptly announce any developments.
This strategic initiative is to secure the necessary funds to complete the
final stages of our RTO process and to ensure operations for the next 12
months.
While the Company is proactively sourcing necessary funds to continue
operating for the next 12 months, if it fails to do so or the current
proposed RTO does not happen, the Board will need to consider its options.
Although all the prevailing circumstances at the time will first need to be
taken into account before any decision is made, the obvious options are either
a placing or open offer to raise more cash to extend the company's liquidity
runway or to call a shareholders' meeting to approve the delisting of the
Company from the standard list and return whatever cash is left to the
shareholders.
c) Foreign currency translation
The financial statements of the Company are presented in the currency of the
primary environment in which the Company operates (its functional currency).
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in profit and
loss.
d) Financial instruments
A financial asset or a financial liability is recognised only when the Company
becomes a party to the contractual provisions of the instrument. Financial
assets and financial liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue
of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or
deducted from the fair value of the financial assets or financial liabilities,
as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or loss are recognised
immediately in profit or loss.
Financial assets
All financial assets are recognised and derecognised on a trade date where the
purchase or sale of a financial asset is under a contract whose terms require
delivery of the financial asset within the timeframe established by the market
concerned and are initially measured at fair value.
Financial assets are subsequently classified into the following specified
categories: Financial assets measured at fair value through profit and loss
(FVTPL), Financial assets measured at amortised cost and Financial assets
measured at fair value through other comprehensive income. The Company's
financial assets measured at amortised cost comprise cash and cash equivalents
in the statement of financial position.
Financial liabilities
The Company's financial liabilities include other payables and accruals.
Financial liabilities are recognised when the Company becomes a party to the
contractual provision of the instrument. All financial liabilities are
recognised initially at their fair value, net of transaction costs, and
subsequently measured at amortised cost, using the effective interest method,
unless the effect of discounting would be insignificant, in which case they
are stated at cost.
The Company derecognises financial liabilities when, and only when, the
Company's obligation is discharged, cancelled or they expire.
e) Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with
banks and other short term (having maturity within 3 months) highly liquid
investments that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
5. ACCOUNTING ESTIMATES AND JUDGEMENTS
Preparation of financial information in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. 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 judgements about carrying values of assets and liabilities that are not
readily apparent from other sources.
It is the Directors' view that there are no significant areas of estimation,
uncertainty and critical judgements in applying accounting policies that have
significant effect on the amount recognised in the financial information for
the period.
6. FINANCIAL RISK MANAGEMENT
a) Objectives and policies
The Company is exposed to a variety of financial risks: market risk, credit
risk and liquidity risk. The risk management policies employed by the Company
to manage these risks are discussed below. The primary objectives of the
financial risk management function are to establish risk limits, and then
ensure that exposure to risk stays within these limits. The operational and
legal risk management functions are intended to ensure proper functioning of
internal policies and procedures to minimise operational and legal risks.
b) Currency risk
Currency risk is not considered to be material to the Company as majority of
bank transactions were incurred in Pounds Sterling (£).
c) Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Company.
Concentrations of credit risk exist to the extent that the Company's cash were
all held with DBS Bank. Per Standard & Poor's - the Short-Term Deposit
Rating is A-1+.
d) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting the obligations associated with its financial liabilities. The
Company's approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company's reputation.
e) Interest rate risks
The Company has limited exposure to interest rate risk on its cash positions.
Such exposures are managed as efficiently as possible, given that working
capital needs to be maintained. The effect of a 100 basis points
increase/decrease in interest rates would not have a material impact on
pre-tax profits or equity
7. SEGMENT REPORTING
IFRS 8 defines operating segments as those activities of an entity about which
separate financial information is available and which are evaluated by the
Board of Directors to assess performance and determine the allocation of
resources. The Board of Directors are of the opinion that under IFRS 8 the
Company has only one operating segment and one geographic market in the UK.
The Board of Directors assess the performance of the operating segment using
financial information which is measured and presented in a manner consistent
with that in the Financial Statements. Segmental reporting will be reviewed
and considered in light of the development of the Company's business over the
next reporting period.
Honye Financial Services Limited has no activities at present other than
reviewing possible investment opportunities.
8. DIRECTORS' EMOLUMENTS
6 months ended 31/01/2024 6 months
£ ended
31/01/2023
£
Key management emoluments
Remuneration 36,000 36,000
As at 31 January 2024, the annual remuneration of the key management was as
follows, with no other cash or non-cash benefits.
£
Non-executive Directors
John Treacy 12,000
Shaun Carew- Wootton 24,000
Included within Prepayment is £12,000 (31.07.2023: £nil), which relates to
prepaid director's remuneration.
Included within Trade payable and accruals is £50,667 (31.07.2023: £41,667),
which relates to unpaid directors' remuneration.
9. TAXATION
The Company is incorporated in the Cayman Islands, and its activities are
subject to taxation at a rate of 0%.
10. LOSS PER SHARE
The Company presents basic and diluted earnings per ordinary share information
for its ordinary shares. Basic earnings per share is calculated by dividing
the loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares in issue during the reporting period.
There is no difference between the basic and diluted loss per share.
6 months ended 31/01/2024 6 months
ended
31/01/2023
Loss attributable to ordinary shareholders (£) (118,227) (128,050)
Weighted average number of shares 24,671,350 24,671,350
Loss per share (expressed as pence per share) (0.48) (0.52)
11. CASH AND CASH EQUIVALENTS
31/01/2024 31/07/2023
£ £
Cash at bank equivalents 140,308 302,807
Cash at bank earns interest at floating rates based on daily bank deposit
rates.
12. TRADE AND OTHER PAYABLES
31/01/2024 31/07/2023
£ £
Trade and other payables 298,680 321,018
Amounts due to a director 34,326 34,327
Total 333,006 355,345
13. SHARE CAPITAL
Number Nominal
Value
£
Authorised
Ordinary shares of £0.01 each 1,000,000,000 10,000,000
Issued and fully paid
As at 31 January 2024 and 31 July 2023 - £0.01 each 24,671,350 246,714
All of the issued Ordinary Shares are in registered form and the Registrar is
responsible for maintaining the Company's share register. There are no
restrictions on the distribution of dividends and the repayment of capital.
The ISIN number of the Ordinary Shares is KYG4598W1024 and SEDOL number is
BGR5JO2.
14. SUBSEQUENT EVENTS
As at 2 June 2024, the company entered into a loan agreement with Tang
Investment No 1 Limited, with an amount of £275,000. The loan is unsecured
with interest rate of 6.25% per annum and maturity date of 5 April 2027. Mr
Shaun Carew-Wootton, non-executive Chairman of the Company, is also director
and sole shareholder of the Lender.
15. CAPITAL MANAGEMENT
The Company actively manages the capital available to fund the Company,
comprising equity and reserves. The Company's objectives when maintaining
capital is to safeguard the entity's ability to continue as a going concern,
so that it can continue to provide returns for shareholders.
The Company reviews the capital structure on an on-going basis. As part of
this review, the directors consider the cost of capital and the risks
associated with each class of capital. The Company will balance its overall
capital structure through the payment of dividends, new share issues and the
issue of new debt or the repayment of existing debt.
16. RELATED PARTY TRANSACTIONS
As at the 31 January 2024, transaction with the directors mainly arose
business expenses paid on behalf of the
company, the amount of £34,327 (2022: £34,327) was owed by the company to
the director.
The remuneration of the Directors, the key management personnel of the
Company, is set out in note 8.
17. ULTIMATE CONTROLLING PARTY
There is no ultimate controlling party.
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 BLGDLDBGDGSSRecent news on Honye Financial Services
See all newsREG - Honye Financial Svcs - Half-year Report
AnnouncementREG - Honye Financial Svcs - Annual Financial Report
AnnouncementREG - Honye Financial Svcs - Statement re Financing
AnnouncementREG - Honye Financial Svcs - Result of AGM
AnnouncementREG - Honye Financial Svcs - Notice of AGM
Announcement