Stranger : Annual Report and Financial Statements for the year ended 31 March 2022

Company Registration No. 09837001

STRANGER HOLDINGS PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

STRANGER HOLDINGS PLC

COMPANY INFORMATION

Director	James Longley
	Charles Tatnall
Company number	09837001
Company Secretaries	James Longley and
	Cargil Management Services Limited
Registered Office	27-28 Eastcastle Street,
	London
	W1W 8DH
Independent Auditor	PKF Littlejohn LLP
	Statutory Auditor
	15 Westferry Circus
	Canary Wharf
	London
	E14 4HD
Registrar	Share Registrars Ltd
	The Courtyard,
	17 West Street
	Farnham
	Surrey
	GU9 7DR
Legal Adviser to the	DMH Stallard LLP
Company	6 New Street Square
	London
	EC4A 3BF

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STRANGER HOLDINGS PLC

CONTENTS

Strategic report	3
Directors' report	8
Directors' remuneration report	11
Corporate governance report	14
Independent auditors' report	18
Statement of comprehensive income	21
Statement of financial position	22
Statement of cash flows	23
Statement of changes in equity	24
Notes to the financial statements	25

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STRANGER HOLDINGS PLC

STRATEGIC REPORT

FOR THE YEAR 31 MARCH 2022

The Directors present this Strategic Report for the year ended 31 March 2022.

Principal activity

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 has announced a proposed acquisition of certain mineral interests which will result in a reverse takeover transaction as described below.

Results for the period

For the year from 1 April 2021 to 31 March 2022, the Company reported a loss of £602,000 (2021

• £432,000). At 31 March 2022 the cash balance was £Nil (2021 - £Nil)

On 26 September 2021 the Company entered into a Memorandum of Understanding with Mayflower Capital Investments Pty Limited ("Mayflower") for the acquisition of certain mineral rights in Africa, to include commodities primarily Uranium and Tin. It is a very exciting opportunity for the company as it should not have such a long period of time until mining operations commence, expected to be around three years, compared with similar operations whereby such resources can take up to thirteen years until extraction commences, the lead time to production is therefore relatively much shorter and profitability should be reached much sooner.

Acquisitions are 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 Company will, in due course, be making an application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the standard segment of the main market for listed securities of the London Stock Exchange. The company has already submitted the draft prospectus to the UKLA for its first review and Reporting Accountants have been appointed and are progressing with the Accountants Report, solicitors have been appointed, and the Competent Person's Report has been completed.

The Recyclus Group Reverse Take-Over transaction was terminated due to their non- performance. We have lent Recyclus substantial monies to assist in the development of their business prior to the then expected re-listing of the combined group. The company had received substantial further advances from the bond, which have been onward advanced to Recyclus, for which they had assumed responsibility for the servicing and ultimate repayment of the bond. We have engaged lawyers and sent a letter before action demanding the return of these monies at the due date together with costs and interest, and the costs of the aborted transaction. There is no guarantee that we will be successful in the claims, but we are advised our claims are strong.

We have to date received more than £1,834,000 under the Audley Funding Facility. The loan facility with Dover Harcourt Plc ("Dover") was entered into on 31 October 2017 and was due for repayment on the fifth anniversary thereof, which provided the company access to a 5-year loan of up to £20 million. The facility was conditional on Dover issuing bonds on the Frankfurt stock exchange. Interest is charged at 7.75% per annum on the nominal value of the bonds issued.

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STRANGER HOLDINGS PLC

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR 31 MARCH 2022

Subsequent event

On 16 June 2022, notice was issued of a noteholders meeting of Dover Harcourt PLC (incorporated as a public limited liability company under the laws of the United Kingdom with registration number 10537069 (the Issuer)) with regard to £20,000,000 7.75%% Fixed Rate Secured Notes due 31 October 2022 (the "SERIES 2017-F2Notes") of which Stranger had issued the amounts as described in the above paragraph under the umbrella GBP400,000,000 Secured Medium Term Note Programme of Dover Harcourt PLC and on 22 July 2022 the resolutions were passed by the noteholders to the redemption of the Series 2017-F2 Notes in full by way of:

1. the issue to the Noteholders of their pro rata entitlement, being that the issuer converts all amounts due under the Facility Agreement into shares of the Borrower at a rate of 15p per £1 the same price that shares in the Borrower are issued to Mayflower at the placing price upon relisting pursuant to the Proposed Transaction per £1,000 of Series 2017-F2 Notes outstanding (including any accrued and unpaid interest) on 22 July 2022.
2. The shareholders of the Borrower will incorporate a new company, Newco, and will procure that the Borrower transfers certain rights to Newco (such as litigation rights and assets secured under the debenture,) and, furthermore, shall transfer shares valued at £100,000 in the Borrower to Newco to assist in funding the operations and litigation. The rights to be transferred represent rights to certain monies owed to the Borrower and the issue to the Noteholders their pro rata entitlement to shares in Newco per £1,000 of Series 2017-F2 Notes outstanding (including any accrued and unpaid interest) on 22 July 2022, such that the Noteholders will, in aggregate, own 100% of the shares in Newco.
3. the payment of expenses equal to £82,856.30 with the balance of reserves held by the Issuer on 22 July 2022; and
4. the termination and release of the Facility Agreement and the Security Agreement,

The future

The directors look forward with confidence to a bright future and we very much look forward to working with the Mayflower team. We would like to thank our shareholders very much for their continued patience during the process of this reverse takeover until completion of this acquisition.

Key performance indicators

Other than the monitoring of creditors during the period, which is closely monitored by directors, there are no key performance indicators for this period as the company is working toward completing the transaction after the year end.

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