Half-year Report
16 September 2024
Codex Acquisitions plc
("Codex" or the "Company")
Unaudited Half-Year Results for the Six Months Ended 30 June 2024
Codex Acquisitions plc (LON:CODX) announces its unaudited interim results for the six months to 30 June 2024.
- Ends -
For further information please contact:
Codex Acquisitions plc
| Julio Perez
|
About Codex Acquisitions plc
Codex Acquisitions plc ("Codex" or the "Company") is a special purpose acquisition company (SPAC) seeking suitable acquisition targets in the clean and renewable energy sector.
In pursuance of that strategy the Company announced in December 2023, that it entered into non-binding heads of terms (as amended in June 2024) to acquire the entire issued share capital of Technologies New Energy S.A. ("TNE"), a sociedade anónima incorporated in Portugal operating in the renewable energy sector.
This Proposed Acquisition is expected to constitute a reverse takeover transaction and any consideration for the Acquisition to be wholly share-based via the issuance of new ordinary shares of nominal value 10 pence each in the capital of the Company ("Ordinary Shares") (the "Proposed Acquisition").
For further information on the Company, please visit www.codexplc.com.
Forward-looking statements
Certain statements in this announcement constitute ''forward-looking statements''. Forward-looking statements include statements concerning the plans, objectives, goals, strategies and future operations and performance of the Company and the assumptions underlying these forward-looking statements. The Company uses the words ''anticipates'', ''estimates'', ''expects'', ''believes'', ''intends'', ''plans'', ''may'', ''will'', ''should'', and any similar expressions to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Company's actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company is not obliged, and does not intend, to update or to revise any forward-looking statements, whether as a result of new information, future events or otherwise except to the extent required by any applicable law or regulation. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on behalf of the Company, are expressly qualified in their entirety by the cautionary statements contained throughout this announcement. As a result of these risks, uncertainties and assumptions, a prospective investor should not place undue reliance on these forward-looking statements.
CHAIRMAN'S STATEMENT
I am pleased to announce the Company's interim results for the period ended 30 June 2024.
Financial review
The Company incurred a loss of £84,000 in the period (£29,000 for period ended 30 June 2023). The majority of this comprises of expenditure relating to maintaining the Company's listing on the standard segment of the Official List of the Financial Conduct Authority, which transitioned to the Equity Shares (Transition) category on 29 July 2024, and to trading on the main market for listed securities of London Stock Exchange plc.
The Company had a cash position of £440,000 as at 30 June 2024 (£604,000 at 30 June 2023). The Company had a basic loss per share of 0.986 pence.
Outlook
Codex is now focusing on completing the Proposed Acquisition with TNE, which is expected to ultimately lead to a reverse takeover to complete our mission as an investment company and the start of TNE's future as a listed company.
On behalf of the board of directors of the Company (the "Board" or "Directors"), I would like to take this opportunity to thank our staff and advisers for their hard work as well as our shareholders for their continued support.
We look forward to updating shareholders on our progress in due course.
James Lawson-Brown
Chairman
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS
The Directors, being James Lawson-Brown, Julio Perez and Kate Osborne (all statutory non-executive), confirm that the condensed interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the UK and that the Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely: an indication of important events that have occurred during the period and their impact on the condensed interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and material related-party transactions in the period.
By order of the Board
Julio Perez
Director
STATEMENT OF COMPREHENSIVE INCOME | |||
| 6 months ended 30 June | 6 months ended to 30 June | |
| |||
Notes | 2024 | 2023 | |
(Unaudited) | (Unaudited) | ||
£ | £ | ||
Administrative expenses | 5 | (83,845) | (29,352) |
Finance costs |
| - | - |
Loss before taxation |
| (83,845) | (29,352) |
Income tax expense |
| - | - |
Loss for the period attributable to equity holders of the parent company |
| (83,845) | (29,352) |
Total comprehensive loss for the period |
| (83,845) | (29,352) |
Earnings per share | |||
Earnings per share attributable to the equity holders (pence) | (0.009) | (0.003) | |
STATEMENT OF FINANCIAL POSITION |
|
|
|
| At 30 | At 30 | |
| June | June | |
| 2024 | 2023 | |
| (Unaudited) | (Unaudited) | |
Notes | £ | £ | |
CURRENT ASSETS |
| ||
Trade and other receivables | 40,587 | - | |
Cash and cash equivalents |
| 439,873 | 604,751 |
TOTAL ASSETS |
| 480,460 | 604,751 |
|
|
| |
CURRENT LIABILITIES |
|
| |
Trade and other payables |
| 32,465 | 51,540 |
TOTAL LIABILITIES |
| 32,465 | 51,540 |
|
|
|
|
NET ASSETS |
| 447,995 | 553,211 |
|
|
| |
EQUITY |
|
| |
Share capital | 4 | 850,000 | 850,000 |
Retained deficit |
| (402,005) | (296,789) |
TOTAL EQUITY |
| 447,995 | 553,211 |
The statement of changes in equity of the Company for the period ended 30 June 2024 is stated below:
STATEMENT OF CHANGES IN EQUITY | |||
Share capital | Accumulated |
| |
| losses | Total | |
£ | £ | £ | |
At 01 January 2023 (unaudited) | 850,000 | (267,437) | 643,556 |
Total comprehensive loss for the period | - | (29,352) | (29,352) |
Balance at 30 June 2023 (unaudited) | 850,000 | (296,789) | 553,211 |
At 01 January 2024 (unaudited) | 850,000 | (318,160) | 531,840 |
Total comprehensive loss for the period | - | (83,845) | (83,845) |
Balance at 30 June 2024 (unaudited) | 850,000 | (402,005) | 447,995 |
For the period ended to 30 June 2024
STATEMENT OF CASH FLOWS
| Period ended 30 June | Period ended 30 June | |
| |||
Notes | 2024 | 2023 | |
£ | £ | ||
Cash flow from operating activities |
|
| |
Loss for the period | (83,845) | (29,352) | |
Adjustments for: |
| ||
Decrease in trade and other receivables | (1,128) | - | |
Increase in trade and other payables | (13,117) | 7,142 | |
Net cash outflow from operating activities | (98,090) | (22,210) | |
|
| ||
Cash flow from financing activities |
| ||
Proceeds on the issue of shares | - | - | |
Net cash inflow from financing activities | - | - | |
|
| ||
Net Increase in cash and cash equivalents | (98,090) | (22,210) | |
Cash and cash equivalents at the beginning of the period | 537,963 | 626,961 | |
Cash and cash equivalents at the end of the period | 439,873 | 604,751 |
NOTES TO THE COMPANY FINANCIAL INFORMATION
1. General information and basis of preparation
The principal activity of the Company is to identify potential companies, businesses or asset(s) in the clean and renewable energy sector that will increase shareholder value. As part of its acquisition strategy the Company announced in December 2023, that it entered into non-binding heads of terms (as amended in June 2024) to acquire the entire issued share capital of TNE - Technologies New Energy S.A. ("TNE"), a sociedade anónima incorporated in Portugal operating in the renewable energy sector.
The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is 9th Floor, 107 Cheapside, London EC2V 6DN, United Kingdom. The Company's registered number is 13672588.
2. Accounting policies
Basis of preparation
The Financial Statements of the Company have been prepared in accordance with UK-adopted international accounting standards. The Financial Statements have been prepared under the historical cost convention unless otherwise stated. The Financial Statements are prepared in pounds Sterling and presented to the nearest pound.
The preparation of the Company financial statements in conformity with UK-adopted international accounting standards requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgment in the process of applying the Company's accounting policies.
In the opinion of the management, the interim unaudited financial information includes all adjustments considered necessary for fair and consistent presentation of this financial information.
Going concern
The Company financial statements have been prepared on a going concern basis as the Directors have assessed the Company's ability to continue in operational existence for the foreseeable future. The operations are currently being financed by issuances of new equity. The Company is reliant on the continuing support from its shareholders and the expected support of future shareholders. The Company financial statements do not include the adjustments that would result if the Company were not to continue as a going concern.
2. Segmental analysis
In the opinion of the Directors, the Company is primarily organised into a single operating segment. This is consistent with the Company's internal reporting to the chief operating decision maker. Separate segmental disclosures have therefore not been included.
3. Loss per share
Basic loss per share is based on the net loss for the period of £83,845 attributable to equity holders related to the weighted average number of ordinary shares in issue during the period of 8,500,000.
The following reflects the loss and share data used in the basic loss per share computations:
| For six months ended | |
| 30 June 2024 | |
| Unaudited | |
Loss after tax (£) | (83,845) | |
Number of ordinary shares of £0.10 in issue | 8,500,000 | |
Loss per share - basic (pence) | (0.009) | |
4. Share capital
Issued equity share capital
| For six months ended | |
| 30 June 2024 | |
| Unaudited | |
|
| |
Number | £ | |
Issued and fully paid | ||
| ||
Ordinary shares of £0.10 each | 8,500,000 | 850,000 |
| ||
The Company has only one class of share. All ordinary shares have equal voting rights and rank pari passu for the distribution of dividends and repayment of capital. As at 30 June 2023, the Company's issued and outstanding capital structure comprised 8,500,000 shares of nominal value 10 pence each and there were no other securities in issue and outstanding.
5. Administrative expenses | |||
| For the period ended | ||
| 30 June | ||
| 2024 Unaudited £ | ||
This is stated after charging: |
| ||
Auditor's remuneration |
| ||
-audit of the Company |
| 2,000 | |
-non-audit services |
| - | |
Accounting Fees |
| 25,000 | |
Legal, professional and consultancy fees |
| 50,993 | |
Other expenses |
| 5,852 | |
6. Post balance sheet events | |||
There were no significant events subsequent to the balance sheet date.
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