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Half-year Results

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Red Capital Plc (LSE: REDC, "Red" or the "Company") announces its unaudited condensed interim results for the six month period to 30 June 2024.

Strategy

Red was established in 2021 to undertake one or more investment and / or acquisition opportunities of businesses operating within the UK or internationally across certain sectors.

The Company retains a flexible investment and acquisition strategy which will, subject to appropriate levels of due diligence, enable it to deploy capital in target companies by way of minority or majority investments, or full acquisitions where it is in the interests of shareholders to do so.

The Company's strategic aim is to drive shareholder value through the acquisition of target companies in certain sectors where the Board believes there to be sustainable growth opportunities both organically, and through acquisition. Sectors of particular focus include business services and technology.

The Company is the parent company of Red Capital Subco Limited (a private limited company under the laws of Jersey with registered number 134741) and together will be referred to as the "Group" in these accounts.

Results and developments in the six month period to 30 June 2024

The Group's loss after taxation was £110,517 (six month period to 30 June 2023: loss of £100,961). This principally reflected operating expenses incurred as a listed business of £111,803 (six month period to 30 June 2023: £103,333).

The Group generated a loss per share of £0.01 (six month period to 30 June 2023: loss per share of £0.01).

As a result of tight cost control and moderate operating expenses, as at 30 June 2024, Red's cash balance was £266,219 (31 December 2023: £399,766).

On 18 June 2024, the Company held its Annual General Meeting in which all resolutions were unanimously passed.

Risks

As the Company has yet to complete an investment or acquisition, it has limited financial statements and / or historical financial data, and limited trading history. As such, the Group and Company during the period were subject to the risks and uncertainties associated with an early-stage acquisition company.

The Directors are of the opinion that these risks, which were detailed further in Red's published final results for the financial year ended 31 December 2023, remain applicable to the Group and Company.

Dividend

At this point in the Company's development, it does not anticipate declaring any dividends in the foreseeable future. Following the Company's inaugural investment or acquisition, the Directors will determine an appropriate dividend policy for Red.

Outlook

During the period, and post period end, Red has continued to pursue its investment and acquisition strategy and is currently assessing opportunities within its chosen sectors of interest. These include successful businesses with the potential for high growth that are seeking to partner with, and leverage the benefits of, the Board's experience and that of the wider Red team. The Directors look forward to updating shareholders in due course.

Statement of Directors' responsibilities

By order of the Board

David Williams

Chairman

The accompanying notes form part of these interim condensed consolidated financial statements.

RED CAPITAL PLC

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2024

NoteAs at 30 June 2024 Unaudited £As at 31 December 2023 Audited £
Current assets
Cash and cash equivalents8266,219399,766
Trade and other receivables79,1519,286
Total current assets275,370409,052
Total assets275,370409,052
Current liabilities
Trade and other payables930,29354,242
Total current liabilities30,29354,242
Total liabilities30,29354,242
Total net assets245,077354,810
Equity
Share capital12100,000100,000
Share premium13894,998894,998
Capital redemption reserve1322
Share-based payment reserve134,1283,344
Retained deficit13(754,051)(643,534)
Total equity attributable to equity holders of the Company245,077354,810

The accompanying notes form part of these interim condensed consolidated financial statements.

RED CAPITAL PLC

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2023 (Unaudited)

Share capital £Share premium £Capital redemption reserve £Share-based payment reserve £Retained deficit £Total Equity £
Balance as at 31 December 2022100,000894,99821,777(428,503)568,274
Loss for the period----(100,961)(100,961)
Share-based payment charge---784-784
Balance as at 30 June 2023100,000894,99822,561(529,464)468,097
For the six months ended 30 June 2024 (Unaudited)
Share capital £Share premium £Capital redemption reserve £Share-based payment reserve £Retained deficit £Total Equity £
Balance as at 31 December 2023100,000894,99823,344(643,534)354,810
Loss for the period----(110,517)(110,517)
Share-based payment charge---784-784
Balance as at 30 June 2024100,000894,99824,128(754,051)245,077

The accompanying notes form part of these interim condensed consolidated financial statements.

RED CAPITAL PLC

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2024

Six months ended 30 June 2024 Unaudited £Six months ended 30 June 2023 Unaudited £
Cash flows from operating activities
Loss before income tax(110,517)(100,961)
Adjustments for:
Share-based payment charge784784
Interest receivable(1,286)(2,372)
Operating cash flows before changes in working capital(111,019)(102,549)
Decrease / (increase) in trade and other receivables(88)1,925
Decrease in trade and other payables(23,949)(23,475)
Net cash used in operating activities(135,056)(124,099)
Interest received1,5091,397
Net cash inflow from financing activities1,5091,397
Net decrease in cash and cash equivalents(133,547)(122,702)
Cash and cash equivalents at beginning of period399,766611,888
Cash and cash equivalents at end of period266,219489,186

The accompanying notes form part of these interim condensed consolidated financial statements.

NOTES TO THE GROUP FINANCIAL INFORMATION

General information

The Company is a public limited company incorporated and domiciled in Jersey, whose shares are publicly traded on the Main Market of the London Stock Exchange. The Company is the parent company of Red Capital Subco Limited (a private limited company under the laws of Jersey with registered number 134741).

The address of its registered office is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey.

Basis of preparation

Comparative figures

Statutory accounts

Significant accounting policies

Basis of consolidation

Functional and presentational currency

Interest receivable

Employee benefits

Cash and cash equivalents

Equity

Share capital is measured at the par value.

Share-based payment reserve includes the cumulative share-based payment charged to equity.

Taxation

Financial assets and liabilities

Share-based payments

Warrants

Warrants issued as part of share issues have been determined as equity instruments under IAS 32. Since the fair value of the shares issued at the same time as the warrants is equal to the price paid, these warrants, by deduction, are considered to have been issued at fair value. No warrants have been exercised in the period or recognised in these interim consolidated financial statements. For further details of the warrants issued please refer to the Group's latest annual report at 31 December 2023.

Related party transactions

Standards in issue but not yet effective

·Amendments to IAS 21 - Lack of Exchangeability (effective for annual periods beginning on or after 1 January 2025)
·Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (effective for annual periods beginning on or after 1 January 2026)
·IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027)
·IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after 1 January 2027)
4. Critical accounting estimates and judgments
5. Interest receivable
Six months ended 30 June 2024 Unaudited £Six months ended 30 June 2023 Unaudited £
Bank interest receivable1,2862,372
6. Investments
Principal subsidiary undertakings of the Group
SubsidiaryNature of businessCountry of incorporationProportion of A ordinary shares held by CompanyProportion of B ordinary shares held by Company
Red Capital Subco LimitedIntermediate holding companyJersey, Channel Islands100 per cent.0 per cent.

The address of the registered office of Red Capital Subco Limited (the "Subco") is 28 Esplanade, St. Helier, Channel Islands, JE2 3QA, Jersey. The Subco was incorporated on 31 March 2021 and prepares its own financial statements for the period ended 31 December each year.

Trade and other receivables

As at 30 June 2024 Unaudited £As at 31 December 2023 Audited £
Other receivables573796
Prepayments8,5788,490
Total9,1519,286
8. Cash and cash equivalents
As at 30 June 2024 Unaudited £As at 31 December 2023 Audited £
Cash at bank and in hand266,219399,766
9. Trade and other payables
As at 30 June 2022 Unaudited £As at 31 December 2023 Audited £
Accruals30,29354,242
Total30,29354,242
10. Earnings per share
Six months ended 30 June 2024 Unaudited £Six months ended 30 June 2023 Unaudited £
Loss attributable to the equity holders of the Company(110,517)(100,961)
Adjustments:
Share-based payment charge784784
Adjusted earnings used in adjusted EPS(109,733)(100,177)
Weighted number of shares in issue10,000,00010,000,000
Loss per share(£)
Basic and diluted(0.01)(0.01)
Adjusted- basic and diluted(0.01)(0.01)
11. Financial instruments
As at 30 June 2024 Unaudited £As at 31 December 2023 Audited £
Financial assets
Cash and cash equivalents266,219399,766
Other receivables573796
Total266,792400,562
As at 30 June 2024 Unaudited £As at 31 December 2023 Audited £
Financial liabilities
Accruals30,29354,242

Financial risk management objectives and policies

The Group's financial assets and liabilities comprise of cash and cash equivalents, other receivables and accruals. The carrying value of all financial assets and liabilities equals fair value given their short-term nature.

Credit risk

Liquidity risk

Share capital

Allocated, called up and fully paid

As at 30 June 2024 UnauditedAs at 30 June 2024 UnauditedAs at 31 December 2023 AuditedAs at 31 December 2023 Audited
Number£Number£
Ordinary shares of 1p each10,000,000100,00010,000,000100,000

Reserves

Share-based payment reserve includes the cumulative share-based payment charged to equity.

The Group having no regulatory or similar requirements, its primary capital management focus is on maximising earnings per share and therefore shareholder return.

  • Share incentive plan
  • Share-based payments

These conditions include good and bad leaver provisions and that growth in Shareholder Value of 12.5 per cent. compound per annual is delivered over a three to five year period for the scheme to vest. This second condition is therefore a market condition which has been taken into account in the measurement at grant date of the fair value of the options.

The B share options have a weighted average contractual life of 2 years 4 months. No B share options were issued in the six months ended 30 June 2024 and all B share options remained outstanding at the period end. No B share options were exercised in the period. The weighted average exercise price of the outstanding 110,000 B share options is £Nil.

The Group recognised £784 (six months ended 30 June 2023: £784) of expenditure in the statement of total comprehensive income in relation to equity-settled share-based payments in the period.

The inputs into the binomial model in respect of options granted in the period are as follows:

Opening share price10.0p
Expected volatility of share price16.67%
Expected life of options5 years
Risk-free rate0.92%
Target increase in share price per annum12.5%
Fair value of options7.152p

Related party transactions

There are no related party transactions noted in the year.

  • Contingent liabilities
  • Events after the reporting date
  • Ultimate controlling party

In the opinion of the Directors, there is no single ultimate controlling party.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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