Stranger : Final Results 21.12.18

Stranger Holdings plc / Index: LSE / Epic: STHP / Sector: Investment

24 December 2018

Stranger Holdings plc ('Stranger' or 'the Company')

Final Results

Stranger Holdings plc, the company formed to undertake an acquisition of a target company or business, announces its results for the period ended 31st March 2018.

Chairman's Report

Stranger Holdings PLC ("the Company") is an investment company with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector to which end it announced non-binding Heads of Terms to acquire Alchemy Utilities Limited ("Alchemy") via a reverse takeover transaction as described below.

Results for the period

For the period from 1 April 2017 to 31 March 2018, the Company's results include the ongoing running costs of the Company and ongoing costs in connection with the reverse takeover of Alchemy which is progressing but is still being reviewed by UKLA having been approved by the Takeover Panel. Because of the length of time these reviews have taken we are having to update some of the financial information before we can finalise the prospectus. Subsequent to the approval of the takeover panel and UKLA we will be able to conclude the regulatory processes and proceed with the calling of the General Meeting and the publication of the prospectus. The completion of the acquisition, the placing and re-admission to trade in the standard segment of the London Stock Exchange will follow in due course. The board expects the Company to be re-admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange by the end of the first quarter of 2019.

The directors decided not to appoint corporate finance advisors to the acquisition and reverse takeover and therefore all the work in connection with the acquisition, reverse takeover and re-admission to trading on the standard list of the London Stock Exchange has been undertaken by the directors. However, the directors have engaged accountants, lawyers, consultants and professionals where necessary to assist in the transaction and the Company has been obliged to request a professional opinion on certain matters from independent corporate finance advisors with regard to the Takeover Panel Review. Clearly, the length of time the transaction has had to take, together with the inherent complexities therein, has meant that the Directors have had to devote substantially more time and effort on the transaction than would have normally been expected in the normal course of such a transaction. The directors have no control over the length of time the Takeover Panel may take reviewing the case and, again, have no control over the amount of reviews UKLA and the FCA may take in reviewing the prospectus. The directors have replied to all queries from both the Takeover Panel and UKLA as expeditiously as possible. The financial disclosures have therefore had to be updated in the prospectus which again means more time, effort, money expended by all parties and further reviews by the regulatory bodies.

To assist with the growth of the business Stranger has entered into a loan facility with Dover Harcourt

Plc ("Dover") on 31 October 2017, which provides the company access to 5-year loan up to £20 million.

The facility is conditional on Dover issuing bonds on the Frankfurt stock exchange. The Company is actively marketing the bonds to retail investors and a copy of the teaser for the bond may be viewed on the Company's website, in order to extend the facility. Interest is charged at 7.75% per annum on the nominal value of the bonds issued. Fund raising has been slow and the directors intend to review the position of the facility post completion of the Reverse Take-over of Alchemy. In the region of £400,000 has been raised to date after commissions of brokers but before costs of Bedford Row Capital and Dover Harcourt PLC who are the issuers from whom Stranger effectively draw down a loan on the same terms as the "bond" is marketed, effectively a back-to-back arrangement. Audley Funding PLC is effectively a "pool" of Companies wishing to raise funds through the bond market.

The directors have also arranged loans from various connected companies and shareholders in addition to the sums down under the Audley Funding Facility as described above. The majority of these loans have been onward lent to Alchemy for their working capital purposes as the transaction has taken longer than expected due to the complexities of Irish Accounts, the extended summer period and the requirement for further accounts and disclosures given the extra time required to complete the transaction. The directors are pleased that completion is now close and look forward to approval of the transaction at general meeting. We have been able to pay down £118,500 of these loans to date from the proceeds of the bond loan facility described above.

Previously, in August 2017, the Company announced that it had signed a non - binding Heads of Terms to acquire the entire issued share capital of Alchemy Utilities Limited ('Alchemy'), a multi - divisional, Irish based sustainable utility company, for new shares in the Company (the 'Acquisition'). The Acquisition, if completed, would result in Stranger shareholders having a minority interest in the enlarged group (the 'Group').

Alchemy is a specialist in the complex field of waste to synthetic gas production, renewable energy, and using waste energy to provide drinking water through the removal of salt and other contamination. It positions itself as the world leader in the delivery of renewable, low/zero carbon community-based schemes designed to deliver true 'circular economy', a model that looks beyond the current "take, make and dispose" extractive industrial model. It is a regenerative system in which resource input and waste, emissions, and energy leakage are minimised by slowing, closing and narrowing material and energy loops. This can be achieved by long - lasting design, maintenance, repair, reuse, remanufacturing, refurbishing and recycling. Further information is available atwww.alchemyutilities.ie.

In its pursuit of a circular economy, Alchemy aims to innovate, deliver and operate full service projects, creating community based and private renewable projects utilising its own decentralised sustainable utility technologies. Alchemy has established a collaboration agreement with Harper Adam' s University. As a strategic development partners, HAU and their research partners including UCD, will provide additional resources and independent technical validation to the fully commercialisedprocesses. (HAU are ranked as the UK's no1 agricultural and food technology University, and No1 in terms of their research and development facilities with industrial partners).

Benefitting from an experienced management team, Alchemy has not only already successfully secured the ownership of strategic IP and patents but is in advanced stages of appointing a worldwide distribution network extending through Europe into Asia to enable the delivery of its innovative products.

The Acquisition continues to be subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code. The directors of Stranger and Alchemy are working closely together to ensure that the relisting is successful and that the group will thereafter have the financial and human resources and other business infrastructure required to enable the combined group to achieve its short to medium term growth and expansion plans.

The Future

The directors look forward with confidence to a bright future for the combined group and we very much look forward to working with the directors of Alchemy. Alchemy's technology is state of the art in the fields that it operates and is patent protected together with very strong IPR. The interest shown in their technology by potential customers is growing and we fully expect that the group will be profitable fairly quickly and the group will quickly move towards a robust turnover.

We thank our shareholders very much for their patience during the process of this reverse takeover until completion of this acquisition.

Key performance indicators

There are no key performance indicators for this period as the company has not completed its investment activity.

Principal risks and uncertainties

• i. Business strategy

  The Company is a relatively new entity with no operating history and has not yet completed the acquisition of the target identified and discussed above in the Chairman's report.

  The Company may be unable to complete the Acquisition in a timely manner or at all or to fund the operations of the target business if it does not obtain additional funding following completion of the acquisition.

• ii. Liquidity Risk

The Directors have reviewed the working capital requirements and believe that there is sufficient working capital to fund the business.

Going Concern

As stated in note 2 to the 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 financial statements.

On behalf of the board

__________________

James Longley Director

21 December 2018

For further information visitwww.strangerholdingsplc.com or contact the following:

Stranger Holdings plc

James Longley

Stranger Holdings plc

[e-mail]

Financial Adviser

Jon Isaacs

Alfred Henry Corporate Finance Ltd

Tel: [phone]

Financial PR

Isabel de Salis / Cosima Akerman

St Brides Partners Ltd

Tel: [phone]

The directors present their report and the audited financial statements for the year ended 31 March 2018.

Results and dividends

The trading results for the period and the company's financial position at the end of the year are shown in the attached financial statements.

The directors have not recommended a dividend.

Strategic Report

In accordance with section 414C (11) of the Companies Act 2006 the company chooses to report the review of the business, the future outlook and the risks and uncertainties faced by the company in theStrategic Report.

Directors

The following directors have held office during the year:

James Longley

Charles Tatnall

Substantial Interests

The Company has been informed of the following shareholdings that represent 3% or more of the issued Ordinary Shares of the Company as at 20 June 2018:

Shareholder	Ordinary shares of 0.1p
Jim Nominees Limited	47,090,000	32.30%
Hargreaves Lansdown	34,357,316 *	23.57%
(Nominees) Limited
Charles Ronald Spencer Tatnall	30,000,000	20.58%
Peel Hunt Holdings Limited	8,789,830	6.03%
Hargreaves Lansdown	6,251,014	4.29%
(Nominees) Limited

Percentage of the Company's Ordinary Share Capital

*30,000,000 of these shares relate to James Longley

Dividends

No dividends will be distributed for the current period.

Supplier Payment Policy

It is the Company's payment policy to pay its suppliers in conformance with industry norms. Trade payables are paid in a timely manner within contractual terms, which is generally 30 to 45 days from the date an invoice is received.

Financial risk and management of capital

The major balances and financial risks to which the company is exposed to and the controls in place to minimise those risks are disclosed in Note 4.

The Board considers and reviews these risks on a strategic and day-to-day basis in order to minimise any potential exposure.

Financial instruments

The company has not entered into any financial instruments to hedge against interest rate or exchange rate risk.

Auditors