Interim results for the period ended 30 June 2019

This announcement contains inside information for the purposes of the Market Abuse Regulation (EU No. 596/2014) (“MAR”). Upon the publication of this announcement, this inside information is now considered to be in the public domain and shall therefore cease to be inside information.

First Sentinel plc
(“First Sentinel” or the “Company”) Interim results for the period ended 30 June 2019

First Sentinel is pleased to announce its interim accounts for the six months ended 30 June 2019.

The interim accounts are set out below and a copy is available on the Company’s website, www.first-sentinel.com. -END-
For further corporate information, please contact:

Mr. Brian Stockbridge

Chief Executive Officer
First Sentinel Plc
Tel: + 44 (0) 7876 888 011 Email: brian@first-sentinel.com

NEX Corporate Advisor

Beaumont Cornish Limited James Biddle / Roland Cornish Tel: +44 (0)20 7628 3396

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First Sentinel PLC

Interim report for the six months ended 30 June 2019

The Chairman’s Report

I am delighted to present the results for First Sentinel plc, for the six months ended 30 June 2019. The Group raised £1,210,545 to complete the £4m fundraise under its NEX listed bond, the proceeds of which were used to finance the invoice purchasing activities of our subsidiary in Australia, Perennial Enterprise PTY Ltd. The business in Australia continues to progress well and First Sentinel plc voluntarily redeemed £550k of Bonds from investors after the period end which remain available for new investors. During the period, First Sentinel plc also set up Capable Finance Limited as a 50.01% subsidiary to focus on UK supply chain finance activities. The Group raised £0.8m shortly after the period end under a £7m Euronext listed bond to finance these activities and, additionally raised £309,000 in equity for investment and working capital purposes. The loss of £137,000 for the period demonstrates that the business still needs to attract some scale and the directors believe that the progress made to date will position the group for further growth.

Outlook

The Six months to 30 June 2019 has continued to be a very successful period for First Sentinel. The success of the fund raising, investments made and the establishment of supply chain finance operations in the UK has positioned the Group very well for the next stage of its development. Our short-term strategy remains at increasing value by providing growth capital for public and private company investments and, in particular, by significantly growing the invoice purchasing activities in Australia and the supply chain finance operations in the UK. The Directors are very optimistic about the Group’s growth potential and we look to the future with significant confidence.

Interim Condensed Statement of Comprehensive Income

6 months Ended 30 June Notes 2019 Unaudited

£’000 Revenue 710

6 months Year ended 31 Ended December 30 June 2018 2018 Audited

Unaudited £’000 963 (403)

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Cost of sales

Gross profit

Administrative expenses Other Income/ (Losses) Operating profit / (loss) Finance Costs

Finance Income

Profit / (loss) on ordinary activities before taxation
Tax on loss on ordinary activities
Profit / (loss) after taxation

Other comprehensive income

Total comprehensive profit / (loss) for the period
Profit / (loss) and total comprehensive attributable

the owners of the company Non-controlling interests

Basic and diluted Profit / (loss) per share (expressed in pence per share)

4

(185)

525

(591) 21 (45) (326) 257

(114)

(24)

(137) –

(137)

(137) – (137)

(0.90p)

£’000 1,453 (503) 560 950 (515) (1,381) 134

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(68)

(23) (297)

(23) (611) – 298 (610)

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(46)

(53)

(99) –

(99)

(90)

(700) – (700)

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5

(99) (793) – 93 (99) (700)

(0.71p) (4.71p)

Interim Condensed Statement of Changes in Equity

Share Share Capital Premium

£’000 £’000

Balance at 30 June 2018 151 1,444

Issueofshares 1 –

Share Non- Foreign
Based Controllin Exchange Total

Payment g interest Difference
£’000 £’000 £’000 £’000 13 (43) (11) 1,244 – – – 1 – – – 5 13 – – 13 – 152 – (68) – – (100) 120

Accumulated Deficit

£’000

(310)

(644)

(954)

– – –

– – –

– – –

– – (138)

152 1,449 (1,092)

Equity

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Cost of issue of shares

Share based payment Reserve

Non-controlling interest

– 5 – – – – – –

Foreign Exchange Difference Loss and total comprehensive loss for the period

– – – (644) 26 109 (111) 671 Issueofshares ——-

– –

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Balance at 31 December 2018

152 1,449

Share issue costs Non-Controlling Interest

Foreign Exchange Difference Loss and total comprehensive loss for the period

Balance at 30 June 2019

– – – –

– 45 – 45 – – (2) (2)

– – – (138) 26 154 (113) 576

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Share capital is the amount subscribed for shares at nominal value.
Share premium is the amount subscribed for shares in excess of nominal value.
Accumulated deficit represents the cumulative loss of the Group attributable to equity shareholders.

Interim Condensed Statement of the Financial Position

Assets
Non-Current Assets
Intangible Asset
Property, Plant & equipment
Goodwill
Total non-Current Assets
Current assets
Trade Receivables
Other Receivables
Other investment
Financial assets at fair value through profit or loss Cash and Cash Equivalents

Total Current Assets Total Assets

Equity and Liabilities

Share Capital
Share Premium
Share based payment reserve Non-controlling interest
FX Reserve
Accumulated deficit
Total Equity

Current Liabilities

Accounts Payable
Accruals
Directors Loan
Tax and other social security Borrowings

Other Payables

Total Current Liabilities Non-current Liabilities Borrowings
Total non-current Liabilities Total Liabilities

Total Equity and Liabilities

6

7 7

Notes

6 months 6 months Ended Ended 30 June 30 June 2019 2018 Unaudited Unaudited

£’000 £’000

51 145 79 5 88

218 150

5,112 2,997 9 203 – 50 662 1,003 1,790 805 7,573 5,058 7,791 5,208

152 151 1,449 1,444 26 13 154 (43) (113) (11) (1,092) (310) 576 1,244

1,383 7 31 36 38 67

– 110

– –

76 212

1,528 432

5,687 3,532

5,687 3,532 7,215 3,964 7,791 5,208

Year ended 31 December 2018 Audited £’000

51 24 88

163

4,279 – – 584 826 5,689 5,852

152 1,449 26 109 (111) (954) 671

252 34 57 110 – 6 459

4,722

4,722 5,181 5,852

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Interim Condensed Cash Flow Statement

Cash flows from operating activities

Operating profit/(loss)

Changes in working capital

(Increase) / decrease in receivables Increase / (decrease) in payables Other adjustments

(843) 1,142 (172) Depreciation –

Fair value adjustments Share based payment Interest Received Interest Paid

Net cash flow from operating activities

Investing Activities

Decrease / (Increase) in financial assets

Acquisition of subsidiary
Net Proceeds from transactions of financial assets at fair value through profit or loss

Decrease / (Increase) in Loans

Net cash flow from investing activities Cash flows from financing activities:

Net proceeds from issue of shares
Net Proceeds from issue of financial liabilities at amortised cost – bonds

Increase / (repayments) of Loans

Net cash flow from financing activities

Taxation

Net cash flow for the period

Opening Cash and cash equivalents

Closing Cash and cash equivalents

6 6

7

Notes

6 Months Ended 30 June 2018 Unaudited

£’000 (23)

(2,214) (204) – 5 – 68 – 75 (257) – – (23) (175) (2,316)

150 (137) – –

– –

– –

150 (137)

– 144

– –

965 2,817

965 2,961

24 –

964 508

826 297

1,790 805

Year ended 31 December 2018 Audited

£’000 (297)

(3,591) 58 – 5 292 88 298 (611) (3,758)

(2) –

304 – 302

64

2,788 1,223 4,075

(90)

529

297

826

6 months Ended 30 June 2019 Unaudited

£’000

(45)

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Notes to the Interim Condensed Financial Statements 1. General Information

First Sentinel plc (‘the Company’) is an investment company incorporated in the United Kingdom with company number 10183367 and quoted on the NEX Exchange Growth Market.

2. Basis of Preparation

The annual financial statements of the Company and its subsidiaries (together referred to as the “Group”) are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The condensed set of financial statements included in this interim financial report has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’, as adopted by the European Union. The accounting policies and methods of computation used are consistent with those used in the Group’s latest audited financial statements for the year ended 31 December 2018.

A copy of the statutory accounts for the year ended 31 December 2018 has been delivered to the Registrar of Companies. The auditor’s report on these accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

3. Segmental Reporting

The Group’s management has determined the operating segments based on the reports reviewed by the executive directors that are used to make strategic decisions. They consider the business from a geographical perspective and the group has two reportable segments, the UK and Australia. The Group’s main lines of business are that of making investments and invoice purchasing.

For the period ended 30 June 2019:

Segment revenue and results

Reportable revenue
Revenue from external customers
Cost of Sales
Unallocated corporate income and expenses Tax expense
Profit/(Loss)

Segment assets and liabilities

Reportable segment assets Goodwill
Consolidated total assets

Reportable segment liabilities Consolidated total liabilities

Other segment information

Interest expense
Interest Income
Depreciation –

UK £’000

32 32 – (321) –

4,497

4,174

Australia Total £’000 £’000

678 710 678 710 – – (259) (580) (24) (24) 105

3,122 7,617 92 92 7,710

2,996 7,170 7,170

(359) (511) 7 257 – –

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(152) 251

For the period ended 31 December 2018: UK £’000

Segment revenue and results

Reportable revenue (192) Revenue from external customers (192) Cost of Sales – Unallocated corporate income and expenses (918) Tax expense – Loss (1,110)

Australia £’000

1,645 1,645 (503) (326) (90) 726

4,874

2,312

(470) – (3)

Australia £’000

921

921 (403) (375) (53)

3,934

2,256

2 4

Total £’000

1,453 1,453 (503) (1,244) (90) (384)

5,764 88 5,852

5,181 5,181

(611) 298 (3)

Total £’000

963

963 (403) (606) (53) (99)

5,116 92 5,208

3,964 3,964

23 4

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Segment assets and liabilities

Reportable segment assets Goodwill
Consolidated total assets

Reportable segment liabilities Consolidated total liabilities

Other segment information

Interest expense
Interest Income
Depreciation –

891

2,869

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For the period ended 30 June 2018:

Segment revenue and results

Reportable revenue
Revenue from external customers
Cost of Sales
Unallocated corporate income and expenses Tax expense
Loss

Segment assets and liabilities

Reportable segment assets Goodwill
Consolidated total assets

Reportable segment liabilities Consolidated total liabilities

Other segment information

UK £’000

42 42 – (231) –

1,182

1,708

(141) 298

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Interest expense
Depreciation –

21

4. Group Result for the period

The current period operating loss incorporated the following main items:

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Accounting and administration fees Foreign exchange debits
Directors’ remuneration and fees Legal and professional fees

Other expenses

Loss per Share

6 months Ended 30 June 2019 Unaudited £’000

17 – 152 49 373 591

6 Months Ended 30 June 2018 Unaudited £’000

        36
         1
        61
       112
       305
       515

Year ended 31 December 2018 Audited £’000

63 4 385 179 750 1,381

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5.

Loss per share data is based on the Group result for the nine months and the weighted average number of shares in issue.

Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:

Profit/(loss) after tax

Weighted average number of ordinary shares in issue

Basic and diluted Profit/(loss) per share (pence)

£££ (137,000) (99,000) (699,967)

6 months Ended 30 June 2019 Unaudited

6 Months Ended 30 June 2018 Unaudited

Year ended 31 December 2018 Audited

15,228,089 13,992690 14,876,326

(0.90p) (0.71p) (4.71p)

Basic and diluted earnings per share are the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. There were 12,205,327 potential dilutive shares in issue during the period for share options and warrants.

6. Financial assets

During the period the Group had the following movements in investments:

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7.

Secured loan notes

Financial assets through profit and loss: UK AIM listed equity securities

Total financial assets

Share Capital

30 June 2019 Unaudited £’000

222

Year ended At 31 30 June December 2018 2018 Unaudited Audited

£’000 £’000 203 72

440 1,003 512

662 1,206 584

Ordinary shares are classified as equity. Proceeds from issuance of ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against share capital.

Allotted, called up and fully paid ordinary shares of 0.01p each

Balance at 17 May 2016
Balance at 30 June 2016
Share issue at £0.10 – 15 March 2017 Share issue at £0.10 – 24 March 2017 Share issue at £0.10 – 18 April 2017 Balance at 30 June 2018
Share issue at £0.10 – 05 July 2017
Share issue at £0.10 – 04 December 2017 Balance at 31 December 2017
Share issue at £0.010 – 21 March 2018 Share issue at £0.010 – 21 March 2018 Share issue at £0.010 – 04 June 2018 Share issue at £0.010 – 15 November 2018 Balance at 30 June 2019

Number of shares

100

100 6,309,794 50,000 727,273 7,087,167 6,363,636 707,937 14,158,740 192,308 345,722 500,000 50,000 15,246,770

Share Share Capital Premium

££

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1

1 63,098 500 7,273 70,872 63,636 7,079 141,587 1,923 3,457 5,000 1000 152,467

511,233 4,500 72,727 588,460 636,364 84,952 1,309,776 23,077 41,487 70,000 4,000 1,448,340

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8. Events Subsequent to 30 June 2019

On the 9 August 2019 the company raised £365,000 by issuing 365,0000 Bonds a £1 per Bond. On the 30 August 2019 the company raised £59,000 by issuing 421,429 new shares.
On the 23 September 2019 the company raised £250,000 by issuing 1,666,667 new shares.