Regulatory News

HERTSFORD CAPITAL PLC

COMPANY INFORMATION

FOR THE PERIOD ENDED 30 JUNE 2019

HERTSFORD CAPITAL PLC

CHAIRMAN'S STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2019

INTRODUCTION

Iampleasedtopresentthefinancialresultsfortheperiodended30 June 2019. Hertsford Capital plc ('Hertsford') floated on the London Stock Exchange on 26 November 2018. The Company was created to acquire businesses with a technology focus.

BUSINESS REVIEW

Duringthisperiod,Hertsford Capital Plc recorded alossof £56,689 and the loss per share was 0.30 pence. This reflects the costs of the formation of the Company and its admission to the London Stock Exchange.£4,309 of these expenses are a non-cash accounting charge relating to issued options. The board receive no salary.

The Company heldcashreserves at the period end of £2.84m with no debt financing.

FUTURE DEVELOPMENTS

We continue to consider possible investments for Hertsford and will update the market as progress is made.

Harry Hyman

Chairman

18 October 2019

HERTSFORD CAPITAL PLC

STRATEGIC REPORT

FOR THE PERIOD ENDED 30 JUNE 2019

The Directors present the Strategic Report for the period ended 30 June 2019.

The Company incorporated on 22 June 2018 as Hertsford Capital plc.

RESULTS

The Company made a loss for the year of £56,689.

BUSINESS MODEL, REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS

The Company's business model is to identify investment opportunities in the technology sector. During the period under review the Directors have considered a number of opportunities available to them. Further information on the Company's activities is contained in the Chairman's Statement on page 2.

KEY PERFORMANCE INDICATORS

The Board seeks to maximise share value by acquiring a technology business with high growth potential. When an investment has been identified, the Board will assess it against a number of KPIs to assess its suitability.

ENVIRONMENTAL AND SOCIAL IMPACT

As at the date of this report the Company is seeking potential investment opportunities. Accordingly, until such time that an investment is made the Directors consider that the Company's business activities have a minimal environmental and social impact.

EMPLOYEES

With the exception of the Directors the Company does not have any employees. The Board of Directors is comprised of three male and one female.

PRINCIPAL RISKS AND UNCERTAINTIES AND RISK MANAGEMENT

Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising returns to the shareholders. It is the current strategy of the Group to finance its activities from existing equity and reserves and by the issue of new equity whenever required.

Financial risk management

The directors consider the Company to be exposed to the following financial risks:

a.Price risk: the price paid for securities is subject to market movement that will have an impact on the operations of the Company.

Given the relatively small size and operation of the Company in the period, the directors have not delegated the responsibility of risk monitoring to a sub-committee of the board, but will closely monitor the risks on a regular basis. The directors consider their exposure in the financial period to have been low.

Rodger Sargent

CEO

18 October 2019

HERTSFORD CAPITAL PLC

DIRECTORS' REPORT

FOR THE PERIOD ENDED 30 JUNE 2019

The Directors present their report together with the financial statements for the period ended 30 June 2019.

PRINCIPAL ACTIVITY

Hertsford Capital plc was created to undertake an acquisition within the technology industry.

RESULTS AND DIVIDENDS

The loss before and after taxation for the year was £56,689.  The directors do not recommend payment of a dividend.  

DIRECTORS

The Directors who served the Company during the year and to the date of these financial statements were:

R Sargent               (appointed 22 June 2018)

H Hyman               (appointed 22 June 2018)

S Gill                       (appointed 23 July 2018)

A Hambro              (appointed 1 November 2018)

The Directors of the Company held the following interests in the shares of Hertsford Capital plc at the 30 June 2019.

Directly and indirectly held by the directors:

H Hyman                                                               1,355,556                4.2%

R Sargent                                                                 855,555                 2.7%

S Gill                                                                         555,556                 1.7%

A Hambro                                                                483,333                 1.5%

There have been no material changes in the Directors' shareholdings between the year-end and the date that this report was approved.

DIRECTORS' REMUNERATION REPORT

This report is submitted in accordance with Schedule 8 of the Large and Medium sized Companies (Accounts and Reports) (Amendment) Regulations 2013 in respect of the period ended 30 June 2019.  The reporting requirements entail two sections to be included, a Policy Report and an Annual Remuneration Report which are presented below.

The Company's auditor, Haysmacintyre LLP, is required to give its opinion on certain information included in this report. This comprises of the Directors Remuneration and the information on directors' shareholdings which is detailed above and also forms part of this directors' remuneration report.  Their report on these and other matters is set out on page 7.

Policy

The Company's Directors as a whole considers Directors' remuneration and has not sought advice or services from any person in respect of its consideration of Directors' remuneration during the period although the Directors expect from time to time to review the fees against those paid to boards of directors of comparable organisations and appointments. During the period the Directors' policy has been that none of the Directors should receive any remuneration in respect of the services provided to the Company. This policy will be reconsidered following the successful completion of an investment.

Annual Remuneration Report

The Directors did not receive any remuneration, as disclosed in note 6, during the period.

Details of the Directors' shareholdings in the Company are set out above and detail of the Directors' share options are disclosed in note 12 to these financial statements.

SUBSTANTIAL SHAREHOLDINGS

On 30 June 2019, the following interests in 3% or more of the issued share capital appear in the register:

Jim Nominees Limited                                                          9,747,001                30.5%

Barnard Nominees Ltd                                                        9,300,500                29.1%

HSBC Global Custody Nominee (UK) Limited                4,475,556                14.0%                    

W B Nominees Limited                                                       1,007,000                3.1%                                                                      

There has not been a material change to the above shareholdings since the year-end.

CORPORATE GOVERNANCE

As a company listed on the Standard Segment of the Official List of the UK Listing Authority, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Although the Company does not comply with the UK Corporate Governance Code, the Company intends to have regard for the provision of the Corporate Governance Code insofar as is appropriate, save as set out below:

Until an 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 initial appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements, the Board's performance and take responsibility for any formal announcements on the Company's financial performance. Following an acquisition the Board intends to put in place nomination, remuneration and audit and risk committees. The Board has 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.

The Directors are responsible for internal control in the Company and for reviewing its effectiveness. Due to the size of the Company, all key decisions are made by the Board in full. The Directors have reviewed the effectiveness of the Company's systems during the period under review and consider that there have been no material losses, contingencies or uncertainties due to the weakness in the controls. The Board do not consider the internal audit function to be necessary due to the Company being a special purpose acquisition company.

GOING CONCERN

The directors have assessed the Company's position as at 30 June 2019 and for the 12 months following the approval of the financial statements and consider it appropriate to prepare the financial statements on a going concern basis. There are cash reserves of £2.84m which the directors consider sufficient to ensure that the Company will be able to continue to meet its commitments as they fall due for at least twelve months from the date of approval of the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Company financial statements for each financial year.  Under that law the directors are required to prepare the Company financial statements in accordance with IFRSs as adopted by the EU and in accordance with generally accepted accounting principles or practice. Under applicable law and regulations, the directors are also responsible for preparing a Directors' Report to comply with that law and those regulations. In determining how amounts are presented within terms in the income statement and statement of financial position the directors have had regard to the substance of the reported transaction or arrangement in accordance with generally accepted accounting principles or practice.

The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company for that period.

In preparing the Company financial statements the directors are required to:

·select suitable accounting policies and then apply them consistently;

·make judgements and accounting estimates that are reasonable and prudent;

·state whether they have been prepared in accordance with IFRSs as adopted by the EU subject to any material departures disclosed and explained in the Company financial statements; and

·prepare the financial statements on the going concern basis unless it is inappropriate to presumethat the Company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They have generalresponsibility for taking such steps as are reasonably open to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

In the case of each person who was a director at the time this report was approved:

·so far as that director is aware there is no relevant audit information of which the Company's auditor is unaware:

             and

·that director has taken all steps that the director ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

DISCLOSUREOFINFORMATION TOTHEAUDITORS

Sofarasthedirectorsareaware,thereisnorelevantauditinformationofwhichtheCompany's auditorsareunaware,andtheyhavetakenallstepsthattheyoughttohavetakenasdirectorsin ordertomake themselvesaware ofanyrelevantauditinformationandtoestablishthatthe Company'sauditors areawareofthatinformation.

AUDITORS

A resolution to re-appoint Haysmacintyre LLP as auditors will be presented to the members at the Annual General Meeting in accordance with Section 485(2) of the Companies Act 2006.

Rodger Sargent

On behalf of the Board

18 October 2019

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF HERTSFORD CAPITAL PLC

Opinion

We have audited the financial statements of Hertsford Capital Plc (the 'company') for the period ended 30 June 2019 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes to the financial statements, including a summary of significant accounting policies. 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.

In our opinion, the financial statements:

•give a true and fair view of the state of the company's affairs as at 30 June 2019 and of the company's loss for the period 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

•the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

•the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Our application of materiality

The scope and focus of our audit was influenced by our assessment and application of materiality.  We define materiality as the magnitude of misstatement that could reasonably be expected to influence the readers and the economic decisions of the users of the financial statements. We use materiality to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect