Silver Falcon Plc
Annual Report & Accounts
for the period
ended 31 December 2015
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Contents
Company Information
Chairman’s Statement
Operational Review
Financial Review
Board of Directors and Senior Management
Directors’ Report
Strategic Report
Governance Report
Directors’ Remuneration Report
Report of the Independent Auditor
Statement of Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Cash Flow Statement
Notes to the Financial Statements
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Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Company information
Directors
Geoffrey Dart (Executive Chairman)
Peter Redmond (Non-Executive Director)
Adrian Beeston (Non-Executive Director)
Company Secretary
Timothy Le Druillenec FCMA
Registered Office
6, New Street Square,
London
EC4A 3LX
Registered Number
8401609 (England and Wales)
Broker
Optiva Securities Limited,
2, Mill Street.
London
W1S 2AT
Financial Adviser
Peterhouse Corporate Finance
15, Eldon Street,
London
EC2M 7LD
Auditors
PKF Littlejohn LLP,
Westferry Circus,
Canary Wharf,
London E14 4HD
Solicitors
Charles Russell Speechlys LLP,
6, New Street Square
London EC4A 3LX
Principal Bankers
Metro Bank plc
One Southampton Row,
London WC1B 5HA
Registrars
Computershare Investor Services PLC,
The Pavillions,
Bridgewater Road,
Bristol
BS13 8AE
1
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Chairman’s Statement
I am pleased to present the annual accounts for the period ended 31st December 2015. During
the period the Company reported a loss of £80,367 (28 February 2015 – loss of £6,270) which
arose from professional fees in connection with the listing and general administration
expenses. As at the date of this report the Company has approximately £1.3m of cash
balances.
Following its listing on the London Stock Exchange on 9th November 2015, the Company has
focused on the evaluation of various Financial Services/Fintech opportunities. To that end, it
announced on 30th December 2015 that It had entered into a non-binding Memorandum of
Understanding with the board and principal shareholder in Lime Holdings Limited ("Lime")
regarding a possible acquisition of 100% of the share capital of Lime by way of a share for
share exchange.
As at the date of this report, the company is continuing its due diligence on Lime but
shareholders should note that whilst the Board is determined to complete this transaction no
binding agreement has yet been reached and accordingly there can be no guarantee of a
completion at this stage. Further announcements will be made when appropriate
I would like to thank all those who have contributed to bringing the Company to its present
position and look forward to a successful future.
Geoffrey Dart
Executive Chairman
5th May 2016
2
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Operational Review
Silver Falcon Plc was established for the purpose of acquiring a company, business or asset
that has operations in the Fintech sector that it will then look to develop and expand.
The Company has not as yet traded and no material level of interest income has been received
to date. Since incorporation, its expenses have related to professional and associated
expenses related to the Standard Listing, Placing, Advisory and Consultancy Fees, along with
general administration expenses. These expenses have been met from the proceeds of the
issue of Shares which have been the only sources of cash for the Company to date.
During this period the Company raised net proceeds of £1,380,243 through the placing of new
ordinary shares (“the Placing”).
The capital raised has been used to fund the due diligence of potential projects as well as
procuring the services of a board of people who have a number of years of experience in a
range of various fields of expertise that will provide a sound foundation for the future
development of the company.
The Board is responsible for the Company’s business strategy and its overall supervision,
including the identification and assessment of acquisition opportunities, the approval,
structuring and execution of acquisitions and determination and execution of strategy for the
acquired companies, businesses or assets. The Board has considerable experience in
identifying acquisition targets and in executing such transactions.
3
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Financial review
Loss for the period
In the period to 31 December 2015, the loss for the year mainly arises from expenses in
connection to professional and associated expenses related to the Standard Listing, Placing,
Advisory and Consultancy Fees, along with a small general administration expenses. These
expenses have been met from the proceeds of the issue of Shares, which have been the only
sources of cash for the Company to date.
The Company incurred a loss for the period to 31 December 2015 of £80,367 (28 February
2015 – loss of £6,270) and the main reason for the increase in costs compared to the prior year
is one-off regulatory costs in connection with the listing. The Company has also incurred new
operating costs such as office rent, etc. none of which occurred in the prior period, as the
Company was essentially a dormant shell until the listing.
Cash flow
During the period ended 31 December 2015 the Company issued 59,899,999 Ordinary Shares
of £0.01 nominal value at various prices raising a gross amount of £1,465,000.
Closing cash
As at 31 December 2015, the Company held £1,323,869 in the bank account (28 February
2015 - £6,230).
4
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Board of Directors and Senior Management
Geoffrey Gilbert Dart Executive Chairman
Geoffrey Dart is a merchant banker with over 35 years of experience of fund raising and listing
transactions. In 1990 he was appointed to the board of Harrell Hospitality Inc, a hotel
management and development company, after he structured and completed its reverse
takeover by a US-listed shell company. In 2003, as chairman of Energy Technique Plc (a Main
Market company) Geoffrey oversaw the re-structuring and re-capitalisation of the company.
Also in 2003, as a founder and an executive director of London and Boston Investments Plc (an
AIM-listed company), Geoffrey was responsible for M&A activity for the company. In 2010,
Geoffrey joined the board of Hayward Tyler Limited, the specialist pump manufacturer and after
raising equity and debt funding, completed the Main Market listing of the company and
thereafter took on particular responsibility for the group’s Chinese operations and completed a
successful re-structuring of those operations.
Peter Redmond Non- Executive Director
Peter Redmond is a corporate financier with some 30 years’ experience in corporate finance
and venture capital. He has acted on and assisted a wide range of companies to attain a listing
over many years, on the Unlisted Securities Market, the Full List and AIM, whether by IPO or in
many cases via reversals, across a wide range of sectors, ranging from technology through
financial services to natural resources and, in recent years has done so as a director of the
companies concerned. He has been active over many years in corporate rescues and
reconstructions on AIM and in reverse transactions into a range of investing companies. He
was a founder director of Cleeve Capital plc (now Satellite Solutions plc) and Mithril Capital plc,
both of which were admitted to the Standard List of the London Stock Exchange, and took a
leading role in the reconstruction and refinancing of of AIM-quoted Kennedy Investments and
3Legs Resources plc.
Adrian Richard Thorpe Beeston Non- Executive Director
Adrian founded Thorpe-Beeston Investments Ltd (“TBIL”) in 2002. TBIL specialises in the
financing and structuring of small to medium size businesses, and the floatation of these
companies on the American Stock Exchange, AIM Exchange and TSX Venture Exchange.
Previous to this, Adrian was at Altium Capital, a major pan-European corporate finance house,
where he focused primarily on the raising of private equity. Adrian has worked extensively in
small to mid size businesses, financing and working with over 20 companies in the last 5 years.
Other work has included implementation of corporate structure, human resources planning,
corporate governance policies and providing finance once these cornerstones of a business
are in place.
Timothy Vincent Le Druillenec The Company Secretary
Timothy Le Druillenec is a Fellow of the Chartered Institute of Management Accountants and
provides consultancy and accounting services to a number of companies including, during
2013, Leed Resources Plc, Kennedy Ventures Plc and Pires Investments Plc, all AIM-listed
companies. Prior to that between 2005 and 2012, he had executive experience as the chief
executive of Richards Walford & Company Ltd, a fine wine importer and prior to that he was the
finance director and company secretary of Bella Media Plc and between 1995 and 2004 he was
group finance director and company secretary of Pacific Media Plc, a Main Market company
which was ultimately re-named as Responze TV Plc following the acquisition of effective
control by an Asian investor group.
5
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Directors’ Report
The Directors present their report with the financial statements of the company for the period
ended 31 December 2015.
The Company’s Ordinary Shares were admitted to listing on the London Stock Exchange, on
the Official List pursuant to Chapters 14 of the Listing Rules, which sets out the requirements
for Standard Listings, on 9th November 2015.
Directors
The Directors of the Company during the period and their beneficial interest in the Ordinary
shares of the Company at 31 December 2015 were as follows:
Director
Position
Appointed Ordinary
shares
Options
Other
Geoffrey Dart*
Executive Chairman 13/02/2013 4,800,000
Peter Redmond**
Adrian Beeston
Non-Executive
Director
Non-Executive
Director
-
29/07/2015 3,600,000
29/07/2015 3,350,000
-
-
-
-***
-***
-***
*
Geoffrey Dart holds these shares through Chesterfield Capital Ltd, of which he is the
ultimate beneficial owner and Black Eagle Capital Plc, of which he holds 45.25%.
** Peter Redmond holds these shares through Catalyst Corporate Consultants Ltd of which
he is the sole shareholder.
*** Each of the Directors has agreed not to receive a fee from the Company for so long as
the Company remains as a special purpose acquisition company. The Directors, will
however, be entitled to receive a success fee of £30,000 each on completion of an
Acquisition to be satisfied by the Company issuing and allotting to each of the Directors
1,000,000 Ordinary Shares at an issue price of £0.03 per Ordinary Share (subject to any
adjustment following any sub-division or consolidation of the Ordinary Shares).
Qualifying Third Party Indemnity Provision
At the date of this report, the Company have a third party indemnity policy in place for all three
Directors.
6
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Directors’ Report (continued)
Substantial shareholders
As at 31 December 2015, the total number of issued Ordinary Shares with voting rights in the
Company was 64,900,000.
The Company has been notified of the following interests of 3 per cent or more in its issued
share capital as at 25 April 2016.
Party Name
Optiva Securities Limited*
Geoffrey Dart**
Peter Redmond***
Adrian Beeston
Wayne Gibson
Abdelatif Lachab
Number of Ordinary
Shares
5,000,000
4,800,000
3,600,000
3,350,000
2,600,000
2,600,000
% of
Share Capital
7.7%
7.4%
5.5%
5.16%
4.0%
4.00%
* Optiva Securities Limited holds these shares through JIM Nominees Limited.
** Geoffrey Dart holds these shares through Chesterfield Capital Ltd, of which he is the
ultimate beneficial owner and Black Eagle Capital Plc, of which he holds 45.25%.
*** Peter Redmond holds these shares through Catalyst Corporate Consultants Ltd of which
he is the sole shareholder.
Financial instruments
Details of the use of financial instruments by the Company are contained in note 14 of the
financial statements.
Greenhouse Gas (GHG) Emissions
The Company is not trading with no head office or employees other than its directors, and
therefore has minimal carbon emissions. It is not practical to obtain emissions data and this
disclosure will become more relevant once the Company makes an acquisition.
Dividends
The Directors do not propose a dividend in respect of the period ended 31 December 2015
(28 February 2015: nil).
7
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Directors’ Report (continued)
Going Concern
The Group’s business activities, together with facts likely to affect its future operations, financial
and liquidity, position are set out in the Chairman’s Statement, Operational Review, Financial
Review and Strategic Review of this report. In addition, note 2 i) to the financial statements
discloses the Group’s financial risk management policy and note 2 b) details out further
considerations made by the Director in respect of going concern.
The Directors having made due and careful enquiry, are of the opinion that the Group has
adequate working capital to execute its operations over the next 12 months. The Directors
therefore have made an informed judgment, at the time of approving financial statements, that
there is a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. As a result, the Directors have adopted the
going concern basis of accounting is in the preparation of the annual financial statements.
Auditors
The auditors, PKF Littlejohn LLP, have expressed their willingness to continue in office and a
resolution to reappoint them will be proposed at the Annual General Meeting.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year.
Under that law the Directors have elected to prepare the financial statements in accordance
with International Financial Reporting Standards as adopted by the European Union.
Under Company law the Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the Company and of the
profit or loss of the Company for that year. The Directors are also required to prepare financial
statements in accordance with the rules of the London Stock Exchange for companies with a
Standard Listing.
In preparing these financial statements, the Directors are required to:
Select suitable accounting policies and then apply them consistently;
Make judgments and accounting estimates that are reasonable and prudent;
State whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial statements; and
Prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Company will continue in business.
8
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Directors’ Report (continued)
The Directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Company’s transactions and disclose with reasonable accuracy at any
time the financial position of the Company and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The maintenance and integrity of the Silver Falcon Plc website is the responsibility of the
Directors; work carried out by the auditors does not involve the consideration of these matters
and, accordingly, the auditors accept no responsibility for any changes that may have occurred
in the accounts since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts
and the other information included in annual reports may differ from legislation in other
jurisdictions.
Directors’ responsibility statement pursuant to disclosure and Transparency Rule 4.1.12
The Directors confirm that, to the best of their knowledge:
the financial statements, which are prepared in accordance with IFRS as adopted by
the European Union, give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Company; and
the Annual Report and statement of accounts includes a fair review of the development
and performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties that they face.
Statement as to Disclosure of Information to Auditors
So far as the Directors are aware, there is no relevant audit information (as defined by Section
418 of the Companies Act 2006) of which the Company’s auditors are unaware, and each
Director has taken all the steps that he ought to have taken as a Director in order to make
himself aware of any relevant audit information and to establish that the Company’s auditors
are aware of that information.
Approved by the Board on 5 May 2016
Signed ………………………………………….
Geoffrey Dart
Executive Chairman
9
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Strategic Report
The Directors present the Strategic Report of Silver Falcon Plc for the period ended 31
December 2015.
Principal Activities
The Company was formed for the purpose of acquiring a company, business or asset that has
operations in the Financial Services/FinTech sector that it is looking to develop and expand.
Review of Business in the Period
Further details of the Company’s business and expected future development are also set out in
the Chairman’s Statement and in the Operational and Financial Reviews on pages 2 to 4.
Key Performance Indicators
At this stage in its development, the Company is focusing on the evaluation of various Financial
Services/Fintech opportunities and as disclosed in the Chairman’s statement, the Company is
continuing its due diligence on Lime. As and when the Company executes its first substantial
acquisition, financial, operational, health, safety, and environmental KPIs will become more
relevant and reported upon as appropriate.
As a result, the Directors are of the opinion that, other than the maintenance of cash and cash
equivalent reserves, analysis using KPI’s is not appropriate for an understanding of the business at
this time.
Cash and cash equivalents
Position of Company’s Business at the Period End
The future plans of the company
2015
2014
£1,323,869
£6,230
The company has invested money raised from share issues during the year in researching
potential projects in the Financial Services/FinTech sector.
At the year end
At the year end the company’s Statement of Financial Position shows assets totaling
£1,355,036 (28 February 2015 – £43,730) – an increase of £1,311,306. The Company has very
little in terms of liabilities and has a strong cash position at the reporting date.
Environmental matters
This will become more relevant once the Company makes an acquisition. The Board contains
personnel with a good history of running businesses that have been compliant with all relevant
laws and regulations and there have been no instances of non-compliance in respect
environmental matters.
Employee information
Apart from the Executive Chairman and Non-executive Directors there are no employees
currently in the Company.
10
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Strategic Report (continued)
Social/Community/Human rights matters
This will become more relevant once the Company makes an acquisition. The Board
acknowledge that, following an acquisition, they will need to consider social and community
implications, particularly in the areas of operations, and the Board will fully take into
consideration and comply with any necessary local requirements
Whilst the Company has no female members on the Board, they recognize the need to operate
a gender diverse business, and they will revisit this area following an acquisition to consider its
appropriateness. The Board will also ensure any future employment took into account the
necessary diversity requirements and compliance with all employment law. The Board has
experience in dealing with such issues and sufficient training/qualifications to ensure they
would meet all requirements.
Principal Risks and Uncertainties
The Directors consider the key risk for the Company to be the maintenance of its reserves of cash
and cash equivalents whilst it targets an acquisition.
The Company operates in an uncertain environment and is subject to a number of risk factors.
The Directors consider the following risk factors are of particular relevance to the Company’s
activities and to any investment in the Company. It should be noted that the list is not
exhaustive and that other risk factors not presently known or currently deemed immaterial may
apply.
The risk factors are summarised below:
Risks relating to the Company’s business strategy
The Company will be dependent on the ability of the Directors to identify suitable investment
opportunities and to implement the Company’s strategy. There is no assurance that the
Company’s activities will be successful in acquiring a suitable investment that will ultimately be
developed.
Environmental and other regulatory requirements
This will become more relevant once the Company makes an acquisition. In the event of a
breach with any environmental or regulatory requirements this may give rise to reputational,
financial or other sanctions against the company, and therefore the board considers these risks
seriously and designs, maintains and reviews its policies and processes so as to mitigate or
avoid these risks. Whilst the Board have a good record of compliance, there is no assurance
that the Company’s activities will always be compliant.
Financing
The Board are actively seeking an acquisition and acknowledge that financing could depend
upon the Company’s ability to obtain financing primarily through a further raising of new equity
capital. The Company’s ability to raise further funds maybe be affected by the success of its
acquired investments. The Company may not be successful in procuring the requisite funds on
terms which are acceptable to it (or at all) and, if such funding is unavailable, the Company
may be required to reduce the scope of its intended acquisition. Further, Shareholders’
holdings of Ordinary Shares may be materially diluted if debt financing is not available.
11
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Strategic Report (continued)
Market Conditions
Market conditions, including general economic conditions and their effect on exchange rates,
interest rates and inflations rates, may impact the ultimate value of the company regardless of
its operating performance. The company also faces competition from other organisations, some
of which may have greater resources or be more established in a particular territory. The board
considers and reviews all market conditions to try and mitigate any risks that may arise from
these.
Approved by the Board on 5 May 2016
Signed ………………………………………….
Geoffrey Dart
Executive Chairman
12
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Governance Report
Introduction
The Company recognises the importance of, and is committed to, high standards of Corporate
Governance. At the date of this Report, and whilst the Company is not formally required to
comply with the UK Corporate Governance Code, they will try to observe the requirements of
the UK Corporate Governance Code, save as set out below:
Given the composition of the Board, certain provisions of the UK Corporate Governance
Code (in particular the provisions relating to the division of responsibilities between the
Chairman and chief executive and executive compensation), are considered by the
Board to be inapplicable to the Company. In addition, the Company does not comply
with the requirements of the UK Corporate Governance Code in relation to the
requirement to have a senior independent director.
The UK Corporate Governance Code also recommends the submission of all directors
for re-election at annual intervals. No Director will be required to submit for re-election
until the first annual general meeting of the Company following the Acquisition
Until the Acquisition is made the Company will not have nomination, remuneration, audit
or risk committees. The Board as a whole will instead review its size, structure and
composition, the scale and structure of the Directors’ fees (taking into account the
interests of Shareholders and the performance of the Company) take responsibility for
the appointment of auditors and payment of their audit fee, monitor and review the
integrity of the Company’s financial statements and take responsibility for any formal
announcements on the Company’s financial performance. Following the Acquisition the
Board intends to put in place nomination, remuneration, audit and risk committees.
As at the date of this Report the Board has voluntarily adopted the Model Code for Directors’
dealings contained in the Listing Rules of the UK Listing Authority. The Board will be
responsible for taking all proper and reasonable steps to ensure compliance with the Model
Code by the Directors. Compliance with the Model Code is being undertaken on a voluntary
basis and the FCA will not have the authority to (and will not) monitor the Company’s voluntary
compliance with the Model Code, nor to impose sanctions in respect of any failure by the
Company to so comply. In addition, the Company will take all proper and reasonable steps to
ensure compliance by the Founders with the Model Code for dealings in the Ordinary Shares.
The Company is a small company with a modest resource base. The Company has a clear
mandate to optimise the allocation of limited resources to support its development plans. As
such, the Company strives to maintain a balance between conservation of limited resources
and maintaining robust corporate governance practices. As the Company evolves, the Board is
committed to enhancing the Company’s corporate governance policies and practices deemed
appropriate for the size and maturity of the organisation.
Set out below are Silver Falcon Plc’s corporate governance practices for the period ended
31 December 2015.
13
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Governance Report (continued)
Leadership
The Company is headed by an effective Board which is collectively responsible for the long-
term success of the Company.
The role of the Board - The Board sets the Company’s strategy, ensuring that the necessary
resources are in place to achieve the agreed strategic priorities, and reviews management and
financial performance. It is accountable to shareholders for the creation and delivery of strong,
sustainable financial performance and long-term shareholder value. To achieve this, the Board
directs and monitors the Company’s affairs within a framework of controls which enable risk to
be assessed and managed effectively. The Board also has responsibility for setting the
Company’s core values and standards of business conduct and for ensuring that these,
together with the Company’s obligations to its stakeholders, are widely understood throughout
the Company. The Board has a formal schedule of matters reserved which is provided later in
this report.
Board Meetings - The core activities of the Board are carried out in scheduled meetings of the
Board and its Committees. These meetings are timed to link to key events in the Company’s
corporate calendar and regular reviews of the business are conducted. Additional meetings and
conference calls are arranged to consider matters which require decisions outside the
scheduled meetings. During the period, the Board met on 10 occasions.
Outside the scheduled meetings of the Board, the Directors maintain frequent contact with
each other to discuss any issues of concern they may have relating to the Company or their
areas of responsibility, and to keep them fully briefed on the Company’s operations.
Matters reserved specifically for Board - The Board has a formal schedule of matters reserved
that can only be decided by the Board. The key matters reserved are the consideration and
approval of;
The Company’s overall strategy;
Financial statements and dividend policy;
Management
and
remuneration;Material acquisitions and disposal, material contracts, major capital
expenditure projects and budgets;
appointments
succession
planning,
including
structure
Capital structure, debt and equity financing and other matters;
Risk management and internal controls;
The Company’s corporate governance and compliance arrangements; and
Corporate policies;
Summary of the Board’s work in the year – During the period, the Board considered all relevant
matters within its remit, but focused in particular on the establishment of the company and the
standard listing on the London Stock Exchange, which it achieved and gained a listing on the
9 November 2015.
14
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Governance Report (continued)
Attendance at meetings:
Member
Geoffrey Dart
Peter Redmond
Adrian Beeston
Meetings
attended
10
10
10
The Board is pleased with the high level of attendance and participation of Directors at Board
and committee meetings.
The Chairman sets the Board Agenda and ensures adequate time for discussion.
Non-executive Directors - The non-executive Directors bring a broad range of business and
commercial experience to the Company and have a particular responsibility to challenge
independently and constructively the performance of the Executive management (where
appointed) and to monitor the performance of the management team in the delivery of the
agreed objectives and targets.
Non-executive Directors are initially appointed for a term of three years, which may, subject to
satisfactory performance and re-election by shareholders, be extended by mutual agreement.
Other governance matters - All of the Directors are aware that independent professional advice
is available to each Director in order to properly discharge their duties as a Director. In addition,
each Director and Board committee has access to the advice of the Company Secretary.
The Company Secretary - The Company Secretary is Timothy Le Druillenec who is retained on
a consultancy basis. He is available to Directors and responsible for the Board complying with
UK procedures.
Effectiveness
For the period under review the Board comprised of an Executive Chairman and two
independent non-executive Directors. Biographical details of the Board members are set out on
page 7 of this report.
The Directors are of the view that the Board and its committees consist of Directors with an
appropriate balance of skills, experience, independence and diverse backgrounds to enable
them to discharge their duties and responsibilities effectively
Independence - The non-executive Directors bring a broad range of business and commercial
experience to the Company. The Board considers each of the non-executive Directors to be
independent in character and judgement.
Appointments – the Baord is responsible for reviewing and the structure, size and composition
of the Board and making recommendations to the board with regards to any required changes.
15
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Governance Report (continued)
Commitments – All Directors have disclosed any significant commitments to the Board and
confirmed that they have sufficient time to discharge their duties.
Induction - All new Directors received an induction as soon as practical on joining the Board.
Conflict of interest - A Director has a duty to avoid a situation in which he or she has, or can
have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the
Company. The Board had satisfied itself that there is no compromise to the independence of
those Directors who have appointments on the Boards of, or relationships with, companies
outside the Company. The Board requires Directors to declare all appointments and other
situations which could result in a possible conflict of interest.
Board performance and evaluation – Silver Falcon Plc has a policy of appraising Board
performance annually. Having reviewed various approaches to Board appraisal, it has
concluded that for a company of its current scale, an internal process in which all Board
members submit answers to a questionnaire that considers the functionality of the Board and
its committees is most appropriate at this stage.
Accountability
The Board is committed to providing shareholders with a clear assessment of the Company’s
position and prospects. This is achieved through this report and as required other periodic
financial and trading statements.
Going concern - The Company’s business activities, together with factors likely to affect its
future operations, financial position, and liquidity position are set out in the Chairman’s
Statement, Operational Review and the Risks and Uncertainties section of the Annual Report.
In addition, the notes to financial statements discloses the Company’s financial risk
management practices with respect to its capital structure, liquidity risk, interest rate risk, credit
risk, and other related matters.
The Directors, having made due and careful enquiry, are of the opinion that the Company has
adequate working capital to execute its operations and has the ability to access additional
financing, if required, over the next 12 months. The Directors, therefore, have made an
informed judgement, at the time of approving financial statements, that there is a reasonable
expectation that the Company has adequate resources to continue in operational existence for
the foreseeable future. As a result, the Directors have continued to adopt the going concern
basis of accounting in preparing the annual financial statements in accordance with Going
Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009.
Internal controls - The Board of Directors reviews the effectiveness of the Company’s system of
internal controls in line with the requirement of the Code. The internal control system is
designed to manage the risk of failure to achieve its business objectives. This covers internal
financial and operational controls, compliances and risk management. The Company has
necessary procedures in place for the year under review and up to the date of approval of the
Annual Report and Accounts. The Directors acknowledge their responsibility for the Company’s
system of internal controls and for reviewing its effectiveness. The Board confirms the need for
an ongoing process for identification, evaluation and management of significant risks faced by
the Company. The Directors carry out a risk assessment before signing up to any commitments
16
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Governance Report (continued)
The Audit Committee, once established, will regularly review and report to the Board on the
effectiveness of the system of internal control. Given the size of the Company and the relative
simplicity of the systems, the Board considers that there is no current requirement for an
internal audit function. The procedures that have been established to provide internal financial
control are considered appropriate for a company of its size and include controls over
expenditure, regular reconciliations and management accounts.
The Directors are responsible for taking such steps as are reasonably available to them to
safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Remuneration
Currently due to the size of the Company there is no Remuneration Committee. This will be
established following an acquisition. As at the date of this report, salaries are not paid to the
directors.
Nomination
Currently due to the size of the Company there is no Nomination Committee. This will be
established following an acquisition
Shareholder relations
Communication and dialogue – Open and transparent communication with shareholders is
given high priority and there is regular dialogue with institutional investors, as well as general
presentations made at the time of the release of the annual and interim results. All Directors
are kept aware of changes in major shareholders in the Company and are available to meet
with shareholders who have specific interests or concerns. The Company issues its results
promptly to individual shareholders and also publishes them on the Company’s website:
www.silverfalconplc.com. Regular updates to record news in relation to the Company and the
status of its exploration and development programmes are included on the Company’s website.
Shareholders and other interested parties can subscribe to receive these news updates by
email by registering online on the website free of charge.
The Directors are available to meet with institutional shareholders to discuss any issues and
gain an understanding of the Company’s business, its strategies and governance. Meetings
are also held with the corporate governance representatives of institutional investors when
requested.
Annual General Meeting - At every AGM individual shareholders are given the opportunity to
put questions to the Chairman and to other members of the Board that may be present. Notice
of the AGM is sent to shareholders at least 21 working days before the meeting. Details of
proxy votes for and against each resolution, together with the votes withheld are announced to
the London Stock Exchange and are published on the Company’s website as soon as practical
after the meeting.
…………………
Geoffrey Dart
Executive Chairman
Date 5 May 2016
17
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Remuneration Report
Until an acquisition is made the Company will not have a separate remuneration committee.
The Board as a whole will instead review the scale and structure of the Directors’ fees, taking
into account the interests of shareholders and the performance of the company and directors.
Following the completion of an acquisition, the Board intends to put in place a remuneration
committee.
The items included in this report are unaudited unless otherwise stated.
Statement of Silver Falcon Plc’s policy on Directors’ remuneration
Each of the Directors has agreed not to receive a fee from the Company for so long as the
Company remains as a special purpose acquisition company. Instead, the Company and the
Directors have agreed that the Directors shall be entitled to receive a success fee which is
detailed below.
Remuneration Components
For the period ended 31 December 2015 no salaries were paid to any directors. Following a
suitable acquisition, the board will consider the components of Director remuneration in future
years and following this review these are likely to consist of:
Base salaries
Pension and other benefits
Annual bonus
Share Incentive arrangements
Each of the Directors has agreed not to receive a fee from the Company for so long as the
Company remains as a special purpose acquisition company. Instead, the Company and the
Directors have agreed that the Directors shall be entitled to receive a success fee of £30,000
each on completion of an Acquisition to be satisfied by the Company issuing and allotting to
each of the Directors 1,000,000 Ordinary Shares at an issue price of £0.03 per Ordinary Share
(subject to any adjustment following any sub-division or consolidation of the Ordinary Shares)
Service Agreements and Letters of Appointment
As at the date of this report the directors have not yet sought to have Service Agreements
prepared and will reconsider this position once a transaction has been agreed.
The Directors who held office at 31 December 2015 and who had beneficial interests in the
Ordinary Shares of the Company are summarised as follows:
Name of Director
Geoffrey Dart
Peter Redmond
Adrian Beeston
Position
Executive Chairman
Non-executive director
Non-executive director
Details of these beneficial interests can be found in the Directors’ Report.
18
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Remuneration Report (continued)
Terms of appointment
The services of the Directors, provided under the terms of agreement with the Company dated
as follows:
Director
Geoffrey Dart
Peter Redmond
Adrian Beeston
Year of
appointment
2013
2015
2015
Number of years
completed
2
-
-
Date of current
engagement letter
30 September 2015
30 September 2015
30 September 2015
Consideration of shareholder views
The Board considers shareholder feedback received and guidance from shareholder bodies.
This feedback, plus any additional feedback received from time to time, is considered as part of
the Company’s annual policy on remuneration.
Policy for new appointments
Base salary levels will take into account market data for the relevant role, internal relativities,
their individual’s experience and their current base salary. Where an individual is recruited at
below market norms, they may be re-aligned over time (e.g. two to three years), subject to
performance in the role. Benefits will generally be in accordance with the approved policy.
For external and internal appointments, the Board may agree that the company will meet
certain relocation and/or incidental expenses as appropriate.
Directors’ emoluments and compensation (audited)
Set out below are the emoluments of the Directors for the period ended 31 December 2015
(GBP):
Name of
Director
Geoffrey Dart
Peter
Redmond
Adrian
Beeston
Short term
employee
benefits
Post
employment
benefits
Other long
term benefits
Terminat
ion
benefits
Other
*
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
*
The Company and the Directors have agreed that the Directors shall be entitled to receive
a success fee of £30,000 each on completion of an Acquisition to be satisfied by the
Company issuing and allotting to each of the Directors 1,000,000 Ordinary Shares at an
issue price of £0.03 per Ordinary Share (subject to any adjustment following any sub-
division or consolidation of the Ordinary Shares).
19
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Remuneration Report (continued)
Directors’ emoluments and compensation (audited) (continued)
Set out below are the emoluments of the Directors for the year ended 28 February 2015 (GBP)
(audited):
Short term
employee
benefits
Post
employment
benefits
Other
long
term
benefits
Termination
benefits Other
Total
-
-
-
-
-
-
-
-
-
-
-
-
Name of Director
Geoffrey Dart
Timothy Le
Druillenec
Other matters
The Company does not currently have any annual or long-term incentive schemes in place for
any of the Directors other than already disclosed in respect of ‘success fee’ and as such there
are no disclosures in this respect.
The Company does not have any pension plans for any of the Directors and does not pay
pension amounts in relation to their remuneration.
The Company has not paid out any excess retirement benefits to any Directors or past
Directors.
The Company has not paid any compensation to past Directors.
As the Company currently has no trade and has been listed for less than one year, no
performance graph and table has been included but will be included in future accounting
periods.
The Company is currently in its infancy and exploring options in order to achieve its long term
objectives.
Approved on behalf of the Board of Directors.
………………………
Geoffrey Dart
Director & Executive Chairman
Date:5 May 2016
20
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Independent Auditor’s Report to the Members of Silver Falcon Plc
Opinion on financial statements
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2015
and of its loss for the year then ended;
have been properly prepared in accordance with IFRSs as adopted by the European
Union; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
the part of the Directors’ Remuneration Report to be audited has been properly prepared
in accordance with the Companies Act 2006; and
the information given in the Strategic Report and the Directors' Report for the financial
year for which the financial statements are prepared is consistent with the financial
statements.
Basis for opinions
We have audited the financial statements of Silver Falcon Plc for the period ended 31
December 2015 which comprise the Statement of Financial Position, the Statement of
Comprehensive Income, the Cash Flow Statement, the Statement of Changes in Equity and
the related notes.
The financial reporting framework that has been applied in their preparation is applicable law
and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Going concern
As required by the Listing Rules, we have reviewed the Director’s statement on page 9 that the
Company is a going concern.
We confirm that:
We have not identified material uncertainties related to events of conditions that may cast
significant doubt on the Company’s ability to continue as a going concern which we
believe would need to be disclosed in accordance with IFRSs as adopted by the
European Union; and
We have concluded that the Director’s use of the going concern basis of accounting for
the preparation of the financial statements to be appropriate.
However, because not all future events or conditions can be predicted, this statement is not a
guarantee as to the Company’s ability to continue as a going concern.
21
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Independent Auditor’s Report for the Members of Silver Falcon Plc (continued)
Our assessment of risks of material misstatement
We identified the following risks that we believe to have had the greatest impact on our audit
strategy and scope:
Going concern – The Company has no revenues but significant cash resources were
raised following its listing to finance its activities whilst it identifies and completes suitable
acquisition opportunities. The Company announced on 30 December 2015 that It had
entered into a non-binding Memorandum of Understanding with the board and principal
shareholder in Lime Holdings Limited ("Lime") regarding a possible acquisition of 100% of
the share capital of Lime by way of a share for share exchange. As at the date of this
report, the company is continuing its due diligence on Lime. There is a risk that the due
diligence may fail and that Company may be unable to secure another suitable
acquisition opportunities or to make a suitable acquisition or will have insufficient funds to
secure a suitable acquisition.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating
the effect of misstatements on our audit and on the financial statements. For the purposes of
determining whether the financial statements are free from material misstatement we define
materiality as the magnitude of misstatement that makes it probable that the economic
decisions of a reasonably knowledgeable person, relying on the financial statements, would be
changed or influenced. We also determine a level of performance materiality which we use to
determine the extent of testing needed to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds materiality for the
financial statements as a whole. When establishing our overall audit strategy, we determined a
magnitude of uncorrected misstatements that we judged would be material for the financial
statements as a whole. We determined planning materiality for the company to be £15,850,
which is approximately 1.1% of assets as the Company has not traded and has very little
activity other than the raising of equity following acquisition. Our objective in adopting this
approach is to ensure that total detected and undetected audit differences do not exceed our
planning materiality of £15,850 for the financial statements as whole. We agreed with the Board
that all audit differences in excess of £793, as well as differences below that threshold that, in
our view, warranted reporting.
This report is made solely to the company's members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might
state to the company's members those matters we are required to state to them in an auditor's
report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors' Responsibilities, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical
Standards for Auditors.
22
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Independent Auditor’s Report for the Members of Silver Falcon Plc (continued)
The Scope of our audit
An audit involves obtaining evidence about the amounts and disclosures in the financial
statements sufficient to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This includes an assessment of:
whether the accounting policies are appropriate to the company’s circumstances and have
been consistently applied and adequately disclosed; the reasonableness of significant
accounting estimates made by the directors; and the overall presentation of the financial
statements. In addition we read all the financial and non-financial information in the Annual
Report to identify material inconsistencies with the audited financial statements and to identify
any information that is apparently materially incorrect based on, or materially inconsistent with,
the knowledge acquired by us in the course of performing the audit. If we become aware of any
apparent material misstatements or inconsistencies we consider the implications for our report.
Our audit scope focused on the financial statements of the company and identified the material
balances on the statement of financial position at 31 December 2015. These balances were
subject to a full scope audit.
Silver Falcon Plc is a single entity investing company that is undertaking due diligence after
identifying a suitable acquisition. The Company raised finance in the year through the issuance
of its equity instruments and this is the most significant transaction in the year and therefore our
audit focussed on the accounting entries for this.
The way in which we scoped our response to the significant risks identified above are as
follows:
Going Concern –The Company has no revenues but significant cash resources were
raised following its listing to finance its activities whilst it identifies and seems to complete
suitable acquisition opportunities. The Company announced on 30 December 2015 that It
had entered into a non-binding Memorandum of Understanding with the board and
principal shareholder in Lime Holdings Limited ("Lime") regarding a possible acquisition of
100% of the share capital of Lime by way of a share for share exchange. As at the date of
this report, the company is continuing its due diligence on Lime.
We have reviewed cash flow projections of the Company for a period of at least 12
months from the date of approval of the financial statements. We note that the Company
has a very small cost base and that they hold sufficient funds to ensure they can meet
their ongoing working capital needs to settle their debts as they fall due for a period of at
least one year from the date of approval of these financial statements. We also note that
the Directors are keen for these costs to be kept to a minimum until an acquisition has
been made.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the International Standards on Auditing (UK and Ireland), we are required to report to
you if, in our opinion, information in the annual report is:
materially inconsistent with the information in the audited financial statements; or
23
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Independent Auditor’s Report for the Members of Silver Falcon Plc (continued)
Matters on which we are required to report by exception (continued)
apparently materially incorrect based on, or materially inconsistent with, our knowledge of
the company acquired in the course of performing our audit; or
is otherwise misleading.
In particular, we are required to consider whether we have identified any inconsistencies
between our knowledge acquired during the audit and the directors’ statement that they
consider the annual report is fair, balanced and understandable, and whether the annual report
appropriately discloses those matters that we communicated to the Board which we consider
should have been disclosed.
Under the Companies Act 2006, we are required to report to you if, in our opinion:
certain disclosures of directors' remuneration specified by law are not made;
we have not received all the information and explanations we require for our audit;
adequate accounting records have not been kept, or returns adequate for our audit have
not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns.
Under the Listing Rules we are required to review:
the directors’ statement, in relation to going concern; and
the part of the Corporate Governance Statement relating to the company’s compliance
with the nine provisions of the UK Corporate Governance Code specified for our review;
and
certain elements of the report to the shareholders by the Board on directors’
remuneration.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical
Standards for Auditors.
24
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Independent Auditor’s Report for the Members of Silver Falcon Plc (continued)
Respective responsibilities of directors and auditors (continued)
This report is made solely to the company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might
state to the company’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Mark Ling (Senior Statutory Auditor)
For and on behalf of
PKF Littlejohn LLP
Statutory Auditor
1 Westferry Circus
Canary Wharf
London
E14 4HD
Date 5 May 2016
25
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Statement of Comprehensive Income
Period ended
31 December 2015
£
Year ended
28 February 2015
£
Note
Continuing operations
Revenue
Administrative expenses
listing costs
Operating loss
Interest payable and similar charges
Loss before taxation
Taxation
Loss for the period
Other comprehensive loss for the
period
Total comprehensive loss for the
period attributable to the equity
owners
Earnings/(loss) per share
3
4
-
(46,027)
(34,340)
(80,367)
-
-
(6,270)
-
(6,270)
-
(80,367)
(6,270)
-
-
(80,367)
(6,270)
-
-
(80,367)
(6,270)
Basic and diluted (£ per share)
5
(0.005)
(0.004)
The notes to the financial statements form an integral part of these financial statements.
26
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Statement of Financial Position
Assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Equity and liabilities
Capital and reserves
Called up share capital
Share Premium
Retained earnings
Total equity
Liabilities
Current liabilities
Trade and other payables
Total liabilities
As at
31 December 2015
£
As at
28 February 2015
£
Note
6
7
8
9
10
31,167
1,323,869
1,355,036
1,355,036
649,000
781,243
(86,637)
1,343,606
11,430
11,430
37,500
6,230
43,730
43,730
50,000
-
(6,270)
43,730
-
-
Total equity and liabilities
1,355,036
43,730
The notes to the financial statements form an integral part of these financial statements.
This report was approved by the board and authorised for issue on ………………… and signed
on its behalf by;
………………………
Geoffrey Dart
Executive Chairman
Company Registration Number: 08401609
27
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Statement of Changes In Equity
CURRENT YEAR
Brought forward at 1 March
2015
Loss in period
Total comprehensive income
for the period
Issue of share capital net of share
issue costs
Called up
share
capital
£
50,000
-
Share
Premium
£
Retained
earnings
£
Total
£
-
-
(6,270)
43,730
(80,367)
(80,367)
(80,367)
(80,367)
599,000
781,243
-
1,380,243
As at 31 December 2015
649,000
781,243
(86,367)
1,343,606
PRIOR PERIOD
As at 1 March 2014
Loss in year
Total comprehensive income for
the year
Issue of share capital net of share
issue costs
As at 28 February 2015
Called up
share
capital
£
Share
Premium
£
Retained
earnings
£
-
-
50,000
50,000
-
-
-
-
Total
£
-
-
(6,270)
(6,270)
(6,270)
(6,270)
-
50,000
(6,270)
43,730
Share capital comprises the ordinary issued share capital of the Company.
Share Premium represents consideration less nominal value of issued shares and costs
directly attributable to the issue of new shares.
Retained earnings represent the aggregate retained earnings of the Company.
The notes to the financial statements form an integral part of these financial statements.
28
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Statement of Cash Flows
Cash flow from operating activities
Operating loss
Period
ended
31
December
2015
£
Year ended
28 February
2015
£
(80,367)
(6,270)
Note
Changes in working capital
Increase/(decrease) in trade and other receivables
Increase in trade and other payables
6,333
11,430
Net cash used in operating activities
(62,604)
(6,270)
Cash flows from financing activities
Proceeds from issuance of shares net of issue costs
1,380,243
12,500
Net cash generated from financing activities
1,380,243
12,500
Cash flows from investing activities
-
Net cash used in investing activities
-
-
Increase/(decrease) in cash and cash equivalents
1,317,639
6,230
Cash and cash equivalents at beginning of period
6,230
-
Cash and cash equivalents at end of year
7
1,323,869
6,230
The notes to the financial statements form an integral part of these financial statements.
29
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements
1. General Information
The Company was incorporated in England and Wales on 13 February 2013 as a private
limited company. The Company did not trade during the financial period ended 31
December 2015, however certain fees in relation to its listing on the Main Market of the
London Stock Exchange were incurred, along with consultancy and legal fees as well as
general administration expenses.
The Company’s registered office is located at 6, New Street Square, London EC4A 3LX.
2.
Summary of Significant Accounting Policies
The Board has reviewed the accounting policies set out below and considers them to be
the most appropriate to the Company’s business activities.
a) Basis of Preparation
The financial statements have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as adopted for use by the European Union,
and effective, or issued and early adopted, as at the date of these statements. The
financial statements have been prepared under the historical cost convention as
modified for financial assets carried at fair value.
i) New and amended standards mandatory for the first time for the period beginning 1
March 2015
A number of new standards and amendments to standards and interpretations are
effective for the financial year beginning on or after 1 March 2015 and have been
applied in preparing these Financial Statements.
Annual Improvements Cycle 2010-2012
Amendments to IFRS 2 (Share-based payments – Definition of “vesting condition”),
IFRS 3 (Business combinations – accounting for contingent consideration in a
business combination), IFRS 8 (Operating segments – aggregation of operating
segments and reconciliation of the total of the reportable segments’ assets to the
entity’s assets), IFRS 13 (Fair value measurement – short-term receivables and
IAS 16 (Property, plant and equipment – revaluation method –
payables),
proportionate restatement of accumulated depreciation), IAS 24 (Related party
disclosures – key management personnel), and IAS 38 (Intangible assets –
revaluation method – proportionate restatement of accumulated amortization).
Effective 1 February 2015.
Annual Improvements Cycle 2011-2013
Amendments to IFRS 1 (First time adoption of International Financial Reporting
Standards – meaning of effective IFRSs), IFRS 3 (Business combinations – scope of
exception for joint ventures), IFRS 13 (Fair value measurement – scope of paragraph
52 (portfolio exception)), and IAS 40 (Investment property – clarifying the inter-
relationship of IFRS 3 and IAS 40 when classifying property as investment property or
owner-occupied property). Effective 1 January 2015.
There are no other new standards and amendments to standards and interpretations
effective for the financial year beginning on or after 1 March 2015 that are material to
the Company and therefore not applied in preparing these financial statements.
30
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
2.
Summary of Significant Accounting Policies (continued)
a) Basis of Preparation (continued)
ii) New standards, amendments and Interpretations in issue but not yet effective or not
yet endorsed and not early adopted
The standards and interpretations that are issued, but not yet effective, up to the date
of issuance of the Financial Statements are listed below. The Company intend to
adopt these standards, if applicable, when they become effective.
Standard
IAS 1 (Amendments)
IAS 7 (Amendments)
IAS 12 (Amendments)
IAS 16 (Amendments)
IAS 19 (Amendments)
IAS 27 (Amendments)
IAS 38 (Amendments)
IFRS 9
IFRS 10 (Amendments) Contribution of Assets between an Investor
Impact on initial application
Presentation of Financial Statements: Disclosure Initiative
Disclosure Initiative
Recognition of Deferred Tax
Clarification of Acceptable Methods of Depreciation
Defined Benefit Plans: Employee Contributions
Equity method in Separate Financial Statements
Clarification of Acceptable Methods of Amortisation
Financial Instruments
IFRS 11 (Amendments)
IFRS 12 (Amendments)
IFRS 14
IFRS 15
IFRS 16
Annual Improvements
Annual Improvements
Annual Improvements
and its Associate or Joint Venture
Joint Arrangements: Accounting for Acquisitions of
Interests in Joint Operations
Investment Entities: Applying the Consolidation Exception
Regulatory Deferral Account
Revenue from Contracts with Customers
Leases
2010 – 2012 Cycle
2011 – 2013 Cycle
2012 - 2014 Cycle
Effective date
1 January 2016
*1 January 2017
*1 January 2017
1 January 2016
1 February 2015
1 January 2016
1 January 2016
*1 January 2018
*1 January 2016
1 January 2016
*1 January 2016
1 January 2016
*1 January 2018
*1 January 2019
1 February 2015
1 January 2015
1 January 2016
* Subject to EU endorsement
The Company is evaluating the impact of the new and amended standards above. The
Directors believe that these new and amended standards are not expected to have a
material impact on the Company’s results or shareholders’ funds.
b) Significant accounting judgements, estimates and assumptions
The preparation of the financial Statements in conformity with International Financial
Reporting Standards requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the year end date and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the estimate
is revised if the revision affects only that period, or in the period of the revision and
future periods if the revision affects both current and future periods.
31
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
2.
Summary of Significant Accounting Policies (continued)
b) Significant accounting judgements, estimates and assumptions (continued)
The principal areas in which judgement is applied are as follows:
Going Concern
The preparation of financial statements requires an assessment on the validity of the
going concern assumption.
The Directors have reviewed projections for a period of at least 12 months from the
date of approval of the financial statements. The Company has no revenues but
significant cash resources were raised following its listing to finance its activities
whilst it identifies and completes suitable acquisition opportunities. The Company
announced on 30 December 2015
into a non-binding
that
Memorandum of Understanding with the board and principal shareholder in Lime
Holdings Limited ("Lime") regarding a possible acquisition of 100% of the share
capital of Lime by way of a share for share exchange. As at the date of this report,
the company is continuing its due diligence on Lime.
it had entered
In making their assessment of Going Concern, the directors acknowledge that the
Company has a very small cost base and can therefore confirm that they hold
sufficient funds to ensure they can meet their ongoing working capital needs to settle
their debts as they fall due for a period of at least one year from date of approval of
these financial statements. Accordingly, the Board believes it is appropriate to adopt
the going concern basis in the preparation of the financial statements.
c) Financial Instruments
Financial assets and liabilities are recognised in the Company’s statement of financial
position when the Company becomes a party to the contractual provisions of the
instrument. The Company currently does not use derivative financial instruments to
manage or hedge financial exposures or liabilities.
d) Trade and Other Receivables and Payables
Trade and other receivables and trade and other payables are initially recognised at
fair value. Fair value is considered to be the original invoice amount, discounted
where material, for short-term receivables and payables. Where receivables are
denominated in a foreign currency, retranslation is made in accordance with the
foreign currency accounting policy previously stated.
32
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
2.
Summary of Significant Accounting Policies (continued)
e) De-recognition of Financial Assets and Liabilities
i.
Financial Assets
A financial asset is derecognised where:
the right to receive cash flows from the asset has expired;
the Company retains the right to receive cash flows from the asset, but has
assumed an obligation to pay them in full without material delay to a third
party under a pass-through arrangement; or
the Company has transferred the rights to receive cash flows from the asset,
and either has transferred substantially all the risks and rewards of the asset
or has neither transferred nor retained substantially all the risks and rewards
of the asset, but has transferred control of the asset.
ii.
Financial Liabilities
A financial liability is derecognised when the obligation under the liability is
discharged or cancelled or expires. Where an existing financial liability is replaced
by another from the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of the original liability and the recognition of a new
liability, and the difference in the respective carrying amounts is recognised in the
statement of comprehensive income.
f) Reserves
Retained earnings represent the cumulative retained losses of the company at the
reporting date.
g) Taxation
Current Tax
Current tax assets and liabilities for the current and prior periods are measured at the
amount expected to be recovered from or paid to the tax authorities. The tax rates
and the tax laws used to compute the amount are those that are enacted or
substantively enacted by the statement of financial position date.
33
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
2.
Summary of Significant Accounting Policies (continued)
g)
Taxation (continued)
Deferred Tax
Deferred income tax is recognised on all temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the financial
statements, with the following exceptions:
where the temporary difference arises from the initial recognition of goodwill or of
an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither accounting nor taxable profit or loss;
in respect of taxable temporary differences associated with investment in
subsidiaries, associates and joint ventures, where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary
differences will not reverse in the foreseeable future; and
deferred income tax assets are recognised only to the extent that it is probable
that taxable profit will be available against which the deductible temporary
differences, carried forward tax credits or tax losses can be utilised.
Deferred income tax assets and liabilities are measured on an undiscounted basis at
the tax rates that are expected to apply when the related asset is realised or liability
is settled, based on tax rates and laws enacted or substantively enacted at the
statement of financial position date.
The carrying amount of deferred income tax assets is reviewed at each statement of
financial position date. Deferred income tax assets and liabilities are offset, only if a
legally enforcement right exists to set off current tax assets against current tax
liabilities, the deferred income taxes related to the same taxation authority and that
authority permits the Company to make a single net payment.
Income tax is charged or credited directly to equity if it relates to items that are
credited or charged to equity. Otherwise income tax is recognised in the statement of
comprehensive income.
h) Segmental Reporting
At this point, identifying and assessing investment projects is the only activity the
company is involved in and is therefore considered as the only operating/reportable
segment.
Therefore the financial information of the single segment is the same as that set out
in the company statement of comprehensive income, company statement of financial
position, the company statement of changes to equity and the company statement of
cashflows.
34
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
2.
Summary of Significant Accounting Policies (continued)
i) Financial Risk Management Objectives and Policies
The Company does not enter into any forward exchange rate contracts.
The main financial risks arising from the Company’s activities are cash flow interest
rate risk, liquidity risk, price risk (fair value) and credit risk. The Board reviews and
agrees policies for managing each of these risks and they are summarised as:
Cash Flow Interest Rate Risk – the Company does not have an interest rate policy
in isolation but regularly reviews the interest rates being received on deposits. The
Company is not operating in an overdraft position.
Liquidity Risk – Liquidity risk arises from the Company’s management of working
capital. It is the risk that the Company will encounter difficulty in meeting its financial
obligations as they fall due. The Company raised significant proceeds from the
placing which are being held as cash deposits to enable the Company to meet its
financial obligations as they fall due.
Credit Risk – with respect to credit risk arising from other financial assets of the
Company, which comprise cash and time deposits and accounts receivable, the
Company’s exposure to credit risk arises from default of the counterparty, with a
minimum exposure equal to the carrying amount of these instruments. The credit risk
on cash is limited as cash is placed with substantial financial institutions.
j) Borrowings
The Company has no borrowings.
k) Events After the End of the Reporting Year
Post year-end events that provide additional information about the Company’s
position at the statement of financial position date and are adjusting events are
reflected in the financial statements. Post year-end events that are not adjusting
events are disclosed in the notes when material.
l) Equity
Equity instruments issued by the Company are recorded net at proceeds after direct
issue costs.
m) Going Concern
The Company’s business activities and financial position, together with the factors
likely to affect its future development, performance and position are set out in the
front end of the financial statements.
The Directors have carried out a detailed assessment of going concern as disclosed
in Note 2(b) of these financial statements and on the basis of this assessment, the
Directors have concluded that it is appropriate to prepare the financial statements on
a going concern basis.
35
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
3.
Loss before income tax
The loss before income tax is stated after charging:
Depreciation – owned assets
Fees payable to the company’s auditor for the
audit of the company’s annual accounts
Bank charges
4.
Income tax
Period ended
31 December
2015
£
-
Year ended
28 February
2015
£
-
3,250
-
3,000
-
Analysis of charge in the year
Current tax:
UK corporation tax on loss for the year
Deferred tax
Tax on loss on ordinary activities
Period ended
31 December
2015
£
Year ended
28 February
2015 (restated)
£
-
-
-
-
-
-
Loss on ordinary activities before tax
(80,367)
(6,270)
Analysis of charge in the year
Loss on ordinary activities multiplied by
small companies rate of corporation tax in
the UK of 20%
Disallowed items
Tax losses carried forward
Current tax charge
Effects of:
Tax Loss brought forward
Tax Loss in period unutilised
Tax Loss carried forward
Current tax charge for the year as above
(16,073)
(1,254)
3,168
(12,905)
-
-
(64,525)
(64,525)
-
1,254
-
-
-
-
-
-
The Company has accumulated tax losses arising in the UK of approximately (£64,525
(Feb 15: £nil Restated) that are available, under current legislation, to be carried forward
against future profits.
5.
Loss per share
The calculation of the Basic and fully diluted loss per share is calculated by dividing the
loss for the year from continuing operations of £80,367 (2015: £6,270) for the company by
the weighted average number of ordinary shares in issue during the year of 16,519,016
(2015: 1,754,099.
There are no potential dilutive shares in issue.
36
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
6.
Trade and other receivables
VAT receivable
Other receivables
Share & premium proceeds owing
Prepayments
As at
31 December
2015
£
As at
28 February
2015
£
28,082
335
-
2,750
31,167
-
-
37,500
-
37,500
There are no material differences between the fair value of trade and other receivables and
their carrying value at the year end.
No receivables were past due or impaired at the period end.
7. Cash and cash equivalents
Bank accounts
8. Called up share capital
As at
31 December
2015
£
1,323,869
As at
28 February
2015
£
6,230
1,323,869
6,230
On 9 November 2015 following the company’s listing on the London Stock Exchange,
43,300,000 new Ordinary Shares of £0.01 nominal value were issued, fully paid at a
premium of £0.02 per share.
The ordinary shares have attached to them full voting, dividend and capital distribution
rights (including on a winding up). The ordinary shares do not confer any rights of
redemption.
Summary of Share Capital and Movements during the period
Brought forward at 1 March 2015
Subscription 29 July 2015
Intermediate Placees Subscription 30 October 2015
Placing 9 November 2015
Totals at 31 December 2015
Ordinary Shares of £0.01
37
Number of
Shares
Ordinary
Shares
5,000,001
2,499,999
14,100,000
43,300,000
Share
Capital
£
50,000
25,000
141,000
433,000
64,900,000
649,000
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
9.
Share Premium
Summary of Share Premium
Share
Premium
Paid (net
of cost of
shares)
£
-
Less share
issue costs
£
-
Net Share
Premium
£
-
Brought forward at 1 March 2015
Placing 9 November 2015
866,000
(84,757)
781,243
Totals at 31 December 2015
866,000
(84,757)
781,243
10. Trade and other payables
Current:
Accruals
As at
31
December
2015
£
11,430
11,430
As at
28
February
2015
£
-
-
11. Related party disclosures
There have not been any Related Party transactions during the period other than directors’
emoluments.
12. Directors’ emoluments
Details concerning Directors’ remuneration can be found below. The Directors are
considered to be the key management.
Name of Director
Geoffrey Dart
Peter Redmond
Adrian Beeston
Short
term
employee
benefits
-
-
-
Post
employment
benefits
Other
long
term
benefits
Termination
benefits
Other
Total
-
-
-
Total
-
-
-
-
-
-
Further information concerning Directors’ remuneration can be found in the unaudited
Directors’ Remuneration report.
38
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
13. Financial instruments
As at 31 December 2015, the Company’s financial assets comprised £1,355,036, of cash
and trade and other receivables.
The Company’s principal financial instruments comprise cash balances, accounts payable
and accounts receivable arising in the normal course of its operations.
The following table sets out the contractual maturities (representing undiscounted
contractual cash-flows) of financial liabilities:
Under 3 Months
£
3 – 12 Months
£
Total Months
£
As at 31 December 2015
Trade and other receivables
Trade and other payables
As at 28 February 2015
Trade and other receivables
Trade and other payables
31,167
(11,430)
37,500
-
-
-
-
-
Cash in bank
A significant amount of cash is held with the following institutions:
Metro Bank PLC
Client Account with Company’s Lawyers
2015
£
1,323,869
-
31,167
(11,430)
37,500
-
2015
£
-
£6,230
Sensitivity analysis; There was no material difference to disclosures made on financial
assets and liabilities.
a)
Interest rate risk
The Company has floating rate financial assets in the form of deposit accounts with
major banking institutions; however, it is not currently subjected to any other interest
rate risk.
Based on cash balances at the statement of financial position date, a rise in interest
rates of 1% would not have a material impact on the profit and loss of the company
and such is not disclosed
b)
Liquidity risk
The Company regularly reviews its major funding positions to ensure that it has
adequate financial resources in meeting its financial obligations. The Company takes
liquidity risk into consideration when deciding its sources of funds.
39
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
13. Financial instruments (continued)
c) Credit risk
The Company had receivables of £31,167 at 31 December 2015. Company
receivables of £31,167 at the year end were not past due, and the Directors consider
there to be no credit risk arising from these receivables.
d) Capital risk management
The Company defines capital as the total equity of the Company. The Company’s
objectives when managing capital are to safeguard the Company’s ability to continue
as a going concern in order to provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debt.
e)
Fair value of financial assets and liabilities
There are no material differences between the fair value of the Company’s financial
assets and liabilities and their carrying values in the financial Statements.
14. Borrowings Facilities
The company does not have any borrowings.
15. Capital Management Policy
The Company's objectives when managing capital are to safeguard the Company's ability
to continue as a going concern in order to provide returns for shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to reduce the cost of
capital. The capital structure of the Company consists of borrowings and equity attributable
to equity holders of the Company, comprising issued share capital and reserves.
16. Pension Commitments
The Company has no pension commitments at the year end.
17. Dividends
No dividends have been proposed. There were nil dividends in the prior period (end
28 February 2015).
18. Convertible Loan Notes
No such instruments existed during the year
40
Silver Falcon Plc
Annual Report & Accounts
For the Period Ended 31 December 2015
Notes to the Financial Statements (continued)
19. Staff Costs
During the period to 31 December 2015 there were no staff costs as no staff were
employed by the company.
20. Ultimate Controlling Party
The Directors have determined that there is no controlling party as no individual
shareholder holds a controlling interest in the Company.
21. Copies of the Annual Report
the annual report will be available on
Copies of
the Company’s website at
www.silverfalconplc.com and from the Company’s registered office, 6 New Street Square,
London EC4A 3LX
41