Fandango Hldgs Plc - Half-year Report

29 May 2020

FANDANGO HOLDINGS PLC

Half yearly report for the period ended 29 February 2020

Chairman's Report

Fandango Holdings PLC ("the Company") is an investment company incorporated on 25 August 2016, with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector, including the energy sector.

Results for the period

For the period from 1 October 2019 to 29 February 2020, the Company's results included the ongoing running costs of the Company including listing fees on the London Stock Exchange, and fees in connection with the current reverse take-over being worked on currently, and other advisory costs.

Long-term strategy and business objectives

On 4 March 2020, we announced that we had executed a non-binding Heads of Terms to acquire an early-stage, oil well services provider (the "Acquisition" "target"). The enlarged group will be engaged in the business of providing sustainable drilling, fishing and clean-up products to businesses engaged in the exploration and production of oil and gas. The core products of the enlarged group would include vibration devices, swivels, casing accessories and stage tools. The enlarged group would also offer advisory services to upstream oil and gas businesses, with a focus on the creation of efficient, energy-saving solutions to help customers manage wells and meet their sustainability goals.

The transaction is progressing well, and we are currently preparing the prospectus for the acquisition of the oil well services provider in exchange for shares in Fandango. The Acquisition, if it completes, will constitute a reverse takeover under the Financial Conduct Authority's Listing Rules. Additionally, Fandango is raising additional funds via the issue of additional ordinary shares (the "Placing"). The Placing is conditional upon the completion of the Acquisition and the readmission of the Company's enlarged share capital to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities.

The proceeds from the contemplated Placing will be used, in conjunction with Fandango's existing resources, to continue the development of the target's business, namely the development of sustainable drilling, fishing and clean-up products and related services to businesses engaged in the exploration and production of oil and gas. The directors believe that the Acquisition has enormous potential in a large market and that the proposed investment will add significant shareholder value. The Acquisition proposes to break new ground in providing efficient, energy-saving solutions to help oil and gas exploration and development companies manage wells and meet their sustainability goals.

Included in trade and other payables is £184,250 lent to the Company by investors connected with target to defray listing costs. This will either be repaid or converted to equity upon completion of the acquisition or remain as a loan to the company in the event that it does not complete. There is no interest payable.

The Company is currently preparing a prospectus for the Financial Conduct Authority, which the Directors expect to submit to the FCA for approval in due course with a view towards consummation of the Placing and re-admission of the Company's ordinary shares to trading on the standard segment of the LSE. The Acquisition is subject, inter alia, to the completion of due diligence, documentation, and compliance with all regulatory requirements.

I would personally like to thank our shareholders for their patience during this process and the time in which the shares of your company have been suspended from trading and we look forward to a successful future post the completion of our Acquisition.

Risks and uncertainties

The Company is a relatively new entity, with only a brief operating history, and therefore, investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating one or more companies or businesses. There is no certainty that the reverse take-over will complete.

Going Concern

As stated in Note 1 to the condensed financial statements, the directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

Post Balance Sheet Events

The Company does not currently perceive a negative impact from COVID-19 (COVID) but acknowledges that COVID presents national and global economic uncertainty. The ongoing COVID (coronavirus) pandemic could affect the Company's results of operations and financial condition in unforeseen ways. The recent outbreak of COVID has begun to negatively impact economic conditions globally, including in the United Kingdom, and there are concerns for a prolonged tightening of global financial conditions, which could result in a global recession or depression. For instance, in March 2020 the COVID outbreak caused stock markets worldwide to lose significant value and impacted economic activity worldwide. Although Fandango is taking measures to mitigate the broader public health risks associated with COVID to its business and employees, including through self-isolation of employees where necessary in line with the recommendations of relevant health authorities, the full extent of the COVID outbreak and the adverse impact this may have on the Company's and target's workforce and its counterparties, including the Company's and target's suppliers, is unknown. In addition, whilst it is impossible to determine the eventual scope of the COVID outbreak, or its eventual impact on Fandango any sustained outbreak resulting in the postponement or repudiation of commercial contracts could have a material adverse change on the Company's and target's business.

Responsibility Statement

We confirm that to the best of our knowledge:

(a)  the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

(b)  the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year; and

(c)   the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.

Charles Tatnall

Chairman

FANDANGO HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF COMPREHENSIVE INCOME

FANDANGO HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY

FANDANGO HOLDINGS PLC

INTERIM CONDENSED STATEMENT OF FINANCIAL POSITION

FANDANGO HOLDINGS PLC

INTERIM CONDENSED CASH FLOW STATEMENT

NOTES TO THE UNAUDITED INTERIM CONDENSED REPORT

1.    General Information

Fandango Holdings Plc ('the company') is an investment company incorporated in the United Kingdom. The address of the registered office is 27-28 Eastcastle Street London W1E 8DN. The Company was incorporated and registered in England on 25 August 2016 as a private limited company and re-registered as a public limited company on 10 May 2017.

Basis of preparation

This announcement was approved and authorised to issue by the Board of directors on 28 May 2020.

The financial information in this interim report has been prepared in accordance with the International Financial Reporting Standards. IFRS comprises standards issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union (EU).

There are no IFRS, or IFRIC interpretations that are effective for the first time in this period that would be expected to have a material impact on the company.

The financial information has been prepared under the historical cost convention, as modified by the accounting standard for financial instruments at fair value.

The Directors are of the opinion that the financial information should be prepared on a going concern basis, in the light of the Company's financial resources.

These condensed interim financial statements for the six months ended 28 February 2020 and 28 February 2019 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 August 2019 are extracted from the 2019 audited financial statements. The independent auditor's report on the 2019 financial statements was not qualified. The accounting policies are consistent with those in the most recent annual report.

No taxation charge has arisen for the period and the Directors have not declared an interim dividend.

Copies of the February 2020 interim report can be found on the Company's website at www.fandangoholdingsplc.com.

Going concern

The directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

2. Loss per share

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

For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.

The calculation of basic and diluted earnings per share is based on the following figures:-

The diluted loss per share relates to the issue of 25,000,000 warrants to the Directors which confers the right but not the obligation to subscribe in cash for up to 25,000,000 £0.01p Ordinary Shares at the subscription price.

3. Share Capital

4. Reports

A copy of this announcement will be mailed to shareholders and copies will be available for members of the public at the Company's Registered Office 27-28 Eastcastle Street London W1E 8DN.