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DJ Healthperm Resourcing Ltd Half-year Report

TIDMHPR

RNS Number : 2440L

Healthperm Resourcing Ltd

29 September 2016

HEALTHPERM RESOURCING LTD.

(FORMERLY YUJIN INTERNATIONAL LTD.)

(the "Company")

INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2016

Chairman's Statement

I am pleased to present the interim results for the Company for the six months ended 30 June 2016.

Basis of presentation of financial information

This financial information for Healthperm Resourcing Ltd. (the "Company") covers the period ended 30 June 2016, prior to the completion of the acquisition of Healthperm Resourcing Limited ("Healthperm") as a consequence of which Healthperm and its subsidiary undertakings (the "Healthperm Group") became wholly owned subsidiary undertakings of the Company and the admission to trading on the ISDX Growth Market ("ISDX") of the share capital of the Company on 23 September 2016.

This financial information has been published to enable the Company to comply with its financial reporting obligations under the rules of ISDX and is set out in three parts:

   a)    Financial information on the Healthperm Group 
   b)    Financial information on the Company 
   c)    Pro forma financial information on the Enlarged Healthperm Group 

The financial information on the Healthperm Group is presented and prepared in a form consistent with the financial information, and on the basis of the accounting policies of, the Healthperm Group set out in Part IV of the ISDX admission document published by the Company on 22 August 2016.

Background

The Company sent a circular to shareholders on 23 December 2015 proposing a scheme of arrangement to facilitate the restructuring of the business of the Company with the principal objective of disposing of its business and creating an AIM Rule 15 cash shell. The circular set out the background to and reasons for the scheme.

Following the passing of the relevant shareholder resolutions, the Company distributed the shares in Yujin Holdings Limited, which owned all of the operations of the group to shareholders, and the Company became an AIM Rule 15 cash shell with effect from 30 March 2016.

Having considered a number of potential acquisitions, on 22 August 2016 the Company announced the following proposals: (i) cancellation of the admission of the Company's ordinary shares to trading on AIM; (ii) admission of the new ordinary shares to trading on ISDX; (iii) the acquisition of Healthperm; (iv) a consolidation of the ordinary shares on the basis of two new ordinary shares for every 91 existing ordinary shares held; (v) subscriptions to raise approximately GBP275,000 at a price of 150p per share (following the share consolidation); (vi) a change in the name of the Company to Healthperm Resourcing Ltd.; and (vii) a number of changes to the Board (together the "Proposals").

The Proposals were approved at general meetings on 15 September 2016 and completion occurred on 23 September 2016.

Healthperm

Healthperm was founded with the objective of addressing the acknowledged shortage of permanent nurses in the healthcare systems in the UK and the UAE, through the recruitment of experienced professionals from the Philippines. The Board believes that Healthperm has the potential to provide both capital growth and income through dividends for shareholders.

According to WHO statistics, there are five million vacancies for doctors, nurses and allied health professionals in the global permanent healthcare recruitment market. The UK and the UAE are showing strong growth and there is clear demand for healthcare professionals, which is not currently being met locally.

There are an estimated 200,000 unemployed nurses in the Philippines, which provides a strong supply of quality, qualified and available nurses. The country has many well established nursing schools, especially in and around the capital, Manila which provide students with a high quality of training which is viewed positively around the world. There is a strong track record of the recruitment of Philippine nurses into the UK and the UAE.

Since the fourth quarter of 2015, Healthperm has been conducting numerous interview sessions with candidates sourced from the Philippines, as well as business development meetings with NHS trusts in the UK and homecare providers in the UAE.

Through this process, the Directors have identified opportunities to recruit over 4,500 healthcare professionals into over 20 NHS trusts in the UK and the homecare sector in the UAE.

In January 2016 Healthperm signed a supply agreement with one of the five largest UK NHS Trusts for the placement of permanent healthcare staff.

Following the appointment of a UAE-based business development director, Healthperm has secured mandates to supply over 80 homecare nurses to three homecare nurse providers in the UAE.

The team of recruitment specialists in the Philippines is developing a growing database of appropriately qualified and experienced healthcare professionals, which currently numbers in excess of 2,500, seeking employment in the UK and the UAE. Candidates are recruited primarily through telephone marketing, social media and strategic partnerships with both IELTS (English language training) review centres and dataflow centres providing UAE accredited candidates. Healthperm intends to hire additional recruitment staff in the Philippines to increase the database and importantly, to maintain the high quality of the candidates offered to its target customers.

In the UK, Healthperm is establishing a team of sales and recruitment specialists who are responsible for securing contracts with both NHS and private hospitals and managing the customer relationships once mandated. Healthperm intends to expand this team in line with sales opportunities to generate additional mandates from the identified pipeline of opportunities.

In the UAE, the Enlarged Group will increase its business development activities in an effort to secure mandates with local private hospitals. The Enlarged Group is planning to secure an LLC licence which would enable the supply of nurses to state owned hospital groups in the UAE.

We only recognise revenue when the candidates commence work. We therefore look forward to revenues commencing as the nurses in the process reach that stage.

Over the next 12 months, the Board anticipates that Healthperm will agree additional mandates with NHS hospitals and healthcare organisations in the UAE for the recruitment of nurses from the Philippines.

Finally, I would be remiss if I failed to mention efforts by all involved with the successful listing on the ISDX Growth Market. Thank you to all staff, advisers and investors for your respective roles, and we look forward to your continued support in 2017.

Alan Kitchin

Chairman

Enquiries:

 
 Healthperm Resourcing                     www.healthperm.com 
  Ltd 
 David Sumner, Chief 
  Executive Officer 
 
 WH Ireland (Corporate               Tel: +44 (0)113 394 6600 
  Adviser) 
 Tim Feather/Liam Gribben 
 Daniel Stewart & Company            Tel: +44 (0)20 7776 6550 
  plc (Broker) 
 John Peat/Daphne Zhang 
 
 Walbrook PR (PR advisers)           Tel: +44 (0)20 7933 8790 
                                 or healthperm@walbrookpr.com 
 Paul McManus                              Mob: 07980 541 893 
 
 

a) Financial information on the Healthperm Group

Consolidated statements of comprehensive income of the Healthperm Group

 
                                            6 months   6 months   12 months 
                                               ended      ended       ended 
                                                  30         30      31 Dec 
                                                 Jun        Jun        2015 
                                                2016       2015 
                                    Notes     GBP000     GBP000      GBP000 
                                           ---------  ---------  ---------- 
 
 Revenue                                           -          -           - 
 Cost of sales                                     -          -           - 
                                           ---------  ---------  ---------- 
 Gross profit                                      -          -           - 
 
 Other income                                     43         85         170 
 Operating costs                               (695)      (247)       (821) 
                                           ---------  ---------  ---------- 
 Operating loss                                (652)      (162)       (651) 
 
 Finance costs                                  (28)        (2)        (20) 
 Loss before taxation                          (680)      (164)       (671) 
 Income tax                           4           51          -          29 
                                           ---------  ---------  ---------- 
 Loss after tax attributable 
  to equity holders                            (629)      (164)       (642) 
                                           =========  =========  ========== 
 
 Other comprehensive loss 
 Items that may be reclassified 
  subsequently to profit 
  or loss: 
 Exchange difference on 
  translation of foreign 
  operation                                        9          1         (7) 
                                           ---------  ---------  ---------- 
 Total comprehensive loss 
  for the year attributable 
  to equity holders                            (620)      (163)       (649) 
                                           =========  =========  ========== 
 
   Pro forma loss per share 
   (pence)                             8      (7.26)     (1.89)      (7.46) 
                                           =========  =========  ========== 
 
 

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DJ Healthperm Resourcing Ltd Half-year Report -2-

Consolidated statements of financial position of the Healthperm Group

 
                                           30 Jun   31 Dec 
                                             2016     2015 
                                  Notes    GBP000   GBP000 
                                         --------  ------- 
 
 Non-current assets 
 Property, plant and equipment                  2        2 
 Intangible assets                  5         284      339 
 Deferred tax asset                           137       94 
                                         --------  ------- 
                                              423      435 
                                         --------  ------- 
 
 Current assets 
 Trade and other receivables                   50       65 
 Cash and cash equivalents                     56       19 
                                         --------  ------- 
                                              106       84 
                                         --------  ------- 
 
 Current liabilities 
 Trade and other payables                   (397)    (287) 
                                         --------  ------- 
 
 Net current liabilities                    (291)    (203) 
 
 Non-current liabilities 
 Debt                                       (624)    (823) 
 Provisions                                  (41)     (51) 
 
 Net liabilities                            (533)    (642) 
                                         ========  ======= 
 
 
 Equity attributable to owners 
 Share capital                      6           1        1 
 Share premium                      6         728        - 
 Translation reserves                         (1)     (10) 
 Accumulated loss                         (1,315)    (687) 
 Merger reserve                                54       54 
 
 Total equity and merger 
  reserve                                   (533)    (642) 
                                         ========  ======= 
 
 

Consolidated statements of cash flow of the Healthperm Group

 
                                     6 months   6 months   12 months 
                                        ended      ended       ended 
                                           30         30      31 Dec 
                                          Jun        Jun        2015 
                                         2016       2015 
                                       GBP000     GBP000      GBP000 
                                    ---------  ---------  ---------- 
 
 Cash flows from operating 
  activities 
 Loss for the period before 
  taxation                              (629)      (164)       (671) 
 Adjustment for 
 Depreciation and amortization              5          -           5 
 Interest expenditure                      28          2          22 
 Operating cash flow before 
  changes in working capital            (596)      (162)       (644) 
 
 Movement in trade and 
  other receivables                        18        (6)        (51) 
 Movement in trade and 
  other payables                           99         21         113 
 Net cash flow from operating 
  activities                            (479)      (147)       (582) 
                                    ---------  ---------  ---------- 
 
 Investing activities 
 Purchase of property, 
  plant and equipment                       -          -         (7) 
 Purchase of intangible 
  assets                                    -          -        (33) 
                                    ---------  ---------  ---------- 
 Net cash flow from investing 
  activities                                -          -        (40) 
                                    ---------  ---------  ---------- 
 
 Issue of shares                          500          -           1 
 Debt financing                             -        149         636 
                                    ---------  ---------  ---------- 
 Net cash flow from financing 
  activities                              500        149         637 
                                    ---------  ---------  ---------- 
 
 Net increase in cash and cash 
  equivalents                              21          2          15 
 Cash and cash equivalent at 
  the beginning of the period              19         10          10 
 Effect of exchange rate 
  fluctuations on cash held                16          -         (6) 
                                    ---------  ---------  ---------- 
 Cash and cash equivalents at 
  the end of the period                    56         12          19 
                                    =========  =========  ========== 
 
 

Consolidated statement of changes in equity of the Healthperm Group

 
                             Share      Share   Translation   Accumulated     Merger 
                           capital    premium      reserves          loss    reserve     Total 
                            GBP000    GBP'000        GBP000        GBP000     GBP000    GBP000 
                        ----------  ---------  ------------  ------------  ---------  -------- 
 
 As at 1 January 
  2015                           -          -           (3)          (45)         54         6 
 
 
 Issue of share 
  capital                        1          -             -             -          -         1 
 Loss for the 
  period                         -          -             -         (642)          -     (642) 
 Exchange differences            -          -           (7)             -          -       (7) 
                        ----------  ---------  ------------  ------------  ---------  -------- 
 As at 31 December 
  2015                           1          -          (10)         (687)         54     (642) 
 
 Issue of share 
  capital                        -        728                                              728 
 Loss for the 
  year                           -          -             -         (628)          -     (628) 
 Exchange differences            -          -             9             -          -         9 
                        ----------  ---------  ------------  ------------  ---------  -------- 
 As at 30 June 
  2016                           1        728           (1)       (1,315)         54     (533) 
                        ==========  =========  ============  ============  =========  ======== 
 
 

Notes to the consolidated financial information on the Healthperm Group

   1.      General Information and basis of preparation 

Healthperm Resourcing Limited ("Healthperm") was incorporated on 8 September 2015. Its registered office is 89 Leigh Road, Eastleigh, Hampshire, United Kingdom, SO50 9DQ. On 18 December 2015, Healthperm acquired the entire share capital of Healthperm Limited ("HPL"), a private company incorporated in the United Kingdom, for a cash consideration of GBP1.00. On 29 April 2016, Healthperm acquired 100% of the issued share capital of Green Sky Innovations DMCC ("GSI") for consideration of $1. GSI is a private company incorporated under company no. JLT1639 in the DMCC Free Zone, Dubai, United Arab Emirates. On 4 May 2016, Healthperm entered into a service agreement with GHR Healthcare Recruitment Inc. ("GHR"), a private company incorporated in the Republic of the Philippines under company number CS2015155881. Under the terms of the service agreement GHR agreed to supply human resources, interviewing and related consulting services to Healthperm on an exclusive basis and the shares held by individual shareholders were entrusted to Healthperm. The directors consider that Healthperm gained control of GHR on that date. Prior to the formation of the Healthperm Group all entities had the same management and majority shareholder, being under the common control of David Sumner

The directors considered IFRS 3 "Business Combinations" (Revised 2008) as an appropriate accounting treatment for the formation of the Healthperm Group. However, they concluded that the Healthperm Group falls outside of the scope of IFRS 3 (revised 2008) since its formation represents a combination of entities under common control.

In accordance with IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, in developing an appropriate accounting policy, the directors have considered the pronouncements of other standard setting bodies and specifically looked to accounting principles generally accepted in the United Kingdom ("UK GAAP") for guidance (FRS 102) which does not conflict with IFRS and reflects the economic substance of the transaction.

Under UK GAAP, the assets and liabilities of both entities are recorded at book value, not fair value. Intangible assets and contingent liabilities are recognised only to the extent that they were recognised by the legal acquirer in accordance within applicable IFRS. No goodwill is recognised, any expenses of the combination are written off immediately to the income statement and comparative amounts, if applicable, are restated as if the combination had taken place at the beginning of the earliest accounting period presented.

Therefore, although the Healthperm Group reconstruction completed in the period ended 30 June 2016, the consolidated financial information is presented as if the Healthperm Group structure had always been in place, including the activity from incorporation of the Healthperm Group's principal subsidiaries.

On this basis, the directors have decided that it is appropriate to reflect the combination using merger accounting principles as a group reconstruction under FRS102 in order to give a true and fair view. No fair value adjustments have been made as a result of the combination.

The principal activity of the Healthperm Group is the recruitment of nurses, doctors and allied healthcare professionals into the United Kingdom and the United Arab Emirates healthcare systems.

The consolidated financial information on the Healthperm Group is presented in UK Pounds Sterling ("GBP") and rounded to the nearest thousand ("000").

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DJ Healthperm Resourcing Ltd Half-year Report -3-

The consolidated financial information has been prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the EU and applicable law.

The consolidated financial information on the Healthperm Group has been prepared in accordance with the accounting policies set out in Part IV of the admission document published on 22 August 2016 by Yujin International Ltd, now renamed Healthperm Resourcing Ltd, in connection with the acquisition of the issued share capital of Healthperm by Healthperm Resourcing Ltd and admission of the share capital of Healthperm Resourcing Ltd to trading on the ISDX Growth market.

   2.      Going concern 

The consolidated financial information on the Healthperm Group has been prepared on a going concern basis.

The Financial Reporting Council issued "Going Concern and Liquidity Risk: Guidance for Directors of UK Companies" in 2009, and the Directors have considered this when preparing the Consolidated Financial Information.

The consolidated financial information on the Healthperm Group has been prepared on a going concern basis, notwithstanding the loss for the period ended 31 December 2015 and for the period ended 30 June 2016. The Directors have taken steps to ensure that they believe the going concern basis of preparation remains appropriate. The key conclusions are summarised below

The Healthperm Group's ability to continue as a going concern is reliant upon continuing shareholders support or successfully obtaining alternative means of funding as it moves towards self-sustainability and to finance its on-going expansion. In considering the appropriateness of this basis of preparation, the Directors have reviewed the Healthperm Group's working capital forecasts for a minimum of 12 months from the date of the approval of this financial information. The Directors have considered and assessed the letter of support provided by key shareholders and directors and are satisfied that they will and can, if required, provide the necessary support for the development and growth of the business over at least the next twelve months. Following their assessment, the directors have reasonable expectation that the Healthperm Group has adequate resources to continue for the foreseeable future and that carrying values of intangible assets are supported. Thus, they continue to adopt the going concern basis of accounting in preparing the consolidated financial information.

If the Healthperm Group was unable to secure sufficient funding to enable it to continue on a going concern basis then adjustments would be necessary to write down assets to their recoverable amounts, reclassify fixed assets and long-term liabilities as current and provide for additional liabilities

   3.      Business segment reporting 

The Healthperm Group applies IFRS 8 Operating Segments. Per IFRS 8 operating segments are based on internal reports about components of the Healthperm Group, which are regularly reviewed and used by the Board of Directors being the Chief Operating Decision Maker ("CODM") for strategic decision making and resource allocation, in order to allocate resources to the segment and to assess its performance. The directors consider there to be only one operating segment, the recruitment of healthcare professional workers and only three geographical segments being the United Kingdom, the United Arab Emirates and the Republic of the Philippines.

 
                                    6 months to 30 June 2016 
                       -------------------------------------------------- 
 Segment                  United           United       Republic 
                         Kingdom    Arab Emirates         of the    Total 
                                                     Philippines 
                          GBP000           GBP000         GBP000   GBP000 
                       ---------  ---------------  -------------  ------- 
 
 Revenue                       -                -              -        - 
 Operating cost              196              415             41      652 
 Segment Assets              412               24             93      529 
 Segment Liabilities         909              145              8    1,062 
                       ---------  ---------------  -------------  ------- 
 
 
                                     6 months to 30 June 2015 
                       --------------------------------------------------- 
 Segment                   United           United       Republic 
                          Kingdom    Arab Emirates         of the    Total 
                                                      Philippines 
                           GBP000           GBP000         GBP000   GBP000 
                       ----------  ---------------  -------------  ------- 
 
 Revenue                        -                -              -        - 
 Operating cost                 -              162              -      162 
 Segment Assets                 -               25              -       25 
 Segment Liabilities            -              182              -      182 
                       ----------  ---------------  -------------  ------- 
 
   4.      Taxation 

Healthperm is regarded as tax resident in the UK. The Healthperm Group is therefore regarded as resident for tax purposes in the UK.

GSI's activities in the UAE are subject to zero corporation tax rate for at least 50 years on the grounds that GSI was incorporated in the DMCC (the Dubai Multi Commodities Centre free zone). On this basis, no deferred tax asset has been recognised in respect of the tax losses of GSI.

Reconciliation of tax charge

 
                                 6 months   6 months   12 months 
                                    ended      ended       ended 
                                       30         30      31 Dec 
                                      Jun        Jun        2015 
                                     2016       2015 
                                   GBP000     GBP000      GBP000 
                                ---------  ---------  ---------- 
 
 Profit (loss) on ordinary 
  activities before taxation        (680)      (164)       (671) 
 Standard rate of tax in the 
  UK                                  20%      20.3%       20.3% 
 Loss on ordinary activities 
  multiplied by the standard 
  rate of tax                       (136)       (33)       (136) 
 Tax rate differences                  85         33         107 
                                     (51)          -        (29) 
                                ---------  ---------  ---------- 
 
   5.      Intangible assets 
 
                                      Customer     Websites 
                                 relationships    and other 
                                                   software    Total 
                                        GBP000       GBP000   GBP000 
                               ---------------  -----------  ------- 
 Cost 
 As at 1 January 2015                        -            -        - 
  and 30 June 2015 
 Additions                                   -           33       33 
 Acquisition of subsidiary 
  (note 9)                                 306            -      306 
                               ---------------  -----------  ------- 
 As at 31 December 
  2015                                     306           33      339 
 Additions                                   -            -        - 
                               ---------------  -----------  ------- 
 As at 30 June 2016                        306           33      339 
                               ---------------  -----------  ------- 
 
 Amortisation and 
  impairment 
 As at 1 January 2015                        -            -        - 
  and 30 June 2015 
 Amortisation for                            -            -        - 
  the period 
                               ---------------  -----------  ------- 
 As at 31 December                           -            -        - 
  2015 
 Amortisation for 
  the period                                51            4       55 
                               ---------------  -----------  ------- 
 As at 30 June 2016                         51            4       55 
                               ---------------  -----------  ------- 
 
 Carrying amounts 
 As at 30 June 2015                          -            -        - 
                               ---------------  -----------  ------- 
 As at 31 December 
  2015                                     306           33      339 
                               ---------------  -----------  ------- 
 As at 30 June 2016                        255           29      284 
                               ---------------  -----------  ------- 
 
   6.      Share capital and share premium 
 
 
                               Number       Share      Share 
                            of shares     capital    premium 
                                  No.      GBP000     GBP000 
                          -----------  ----------  --------- 
 
 Issued and fully paid: 
 On incorporation              32,500           -          - 
 Issue of shares -             32,500           -          - 
  15 December 2015 
 Issue of shares - 
  18 December 2015            935,000           1          - 
 At 31 December 2015        1,000,000           1          - 
 Issue of shares - 
  6 January 2016              284,000           -        355 
 Issue of shares - 
  22 February 2016            172,666           -        373 
                          -----------  ----------  --------- 
 At 30 June 2016            1,456,666           1        728 
                          -----------  ----------  --------- 
 

Healthperm was incorporated on 8 September 2015 with 32,500 ordinary shares issued at nominal value of GBP0.001p per share. On 18 December 2015, a further 967,500 ordinary shares were issued, also at nil premium. The share capital is issued and fully paid up.

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DJ Healthperm Resourcing Ltd Half-year Report -4-

The rights of the holders of the Healthperm shares are equal in all respects and include the following:

   a.    to vote at any meeting of shareholders of the corporation; 
   b.    to receive any dividend declared by the corporation; and 
   c.     to receive the remaining property of the corporation on dissolution. 

On 6 January 2016, Healthperm issued 284,000 new ordinary GBP0.001p shares, at a price of GBP1.25p per share, being total consideration of GBP355,000, which was settled by (a) the cancellation of GBP199,000 of 2018 Loan Notes and accrued interest; and (b) the assignment of all of the Callington Properties Limited loan balance (being GBP156,000 of principal and accrued interest). The Callington Properties Limited loan was then converted into 1 share of HPL and the loan cancelled.

On 22 February 2016, Healthperm issued 172,666 new ordinary GBP0.001p shares, at a price of GBP2.25p per share in consideration of (a) the cancellation of GBP210,000 of 2018 Loan Notes and accrued interest; and (b) GBP178,500 of new monies.

   7.      Debt 

The Healthperm Group has two interest bearing loans:

 
                                            30       31 
                                           Jun      Dec 
                                          2016     2015 
                                        GBP000   GBP000 
                                       -------  ------- 
 
 2018 Loan Notes                           624      667 
 Callington Properties Limited Loan 
  Facility                                   -      156 
                                       -------  ------- 
                                           624      823 
                                       -------  ------- 
 

2018 Loan Notes issued by Healthperm Resourcing Limited

On 10 September 2015 Healthperm authorised the issuance of up to GBP1,000,000 of loan notes with principal conditions of:

-- Term date of 30 June 2018

-- Interest at 10% per annum, paid on term

-- Loan notes redeemable by the issuer and non-convertible by the holder

-- Loan notes have "Reserved Matters" consent rights.

At 30 June 2016, a total of GBP624,000 (31 December 2015: GBP667,000) was due under the loan notes, which comprised GBP604,000 principal and GBP20,000 accrued interest.

The loan notes are denominated in sterling. The fair value of the loan notes approximates their carrying value.

Callington Properties Limited Loan issued by Healthperm Limited

HPL entered into a GBP150,000 convertible loan facility with Callington Properties Limited on 23 February 2015. The borrower had the option to convert the loan balance into up to 30% of the share capital of HPL.

During the period ended 30 June 2016, the Callington Properties Limited Loan was converted into 1 share in HPL and assigned to Healthperm for the purpose of the group reconstruction. On that basis, no equity element was recognised in respect of the loan.

At 31 December 2015 GBP156,000 was due under the Callington Properties Limited Facility, which comprised GBP150,000 principal and GBP6,000 accrued interest.

The Callington Properties Limited Loan was denominated in sterling.

   8.      Pro forma loss per share 
 
                                   6 months    6 months   12 months 
                                      ended       ended       ended 
                                     30 Jun      30 Jun      31 Dec 
                                       2016        2015        2015 
 
 Loss after tax attributable 
  to equity holders (GBP000)          (629)       (164)       (642) 
 Weighted average number 
  of ordinary shares in issue     1,456,666   1,456,666   1,456,666 
 Loss per ordinary share 
  - basic and diluted               (42.6)p     (11.3)p     (44.1)p 
 Shares in the Company in 
  issue in admission to ISDX      8,658,151   8,658,151   8,658,151 
 Pro-forma loss per ordinary 
  share - basic and diluted         (7.26)p     (1.89)p     (7.41)p 
 

Basic loss per share is based on the weighted average number of ordinary shares in issue during the year. Diluted loss per share would assume conversion of all potentially dilutive ordinary shares. Healthperm has no potentially dilutive ordinary shares. The consolidated financial information represents the historical information prior to a group reorganisation on 23 September 2016 whereby the Company became the parent company of the Healthperm Group. It is of limited significance to calculate earnings per share on the historical equity of the companies forming the Healthperm Group prior to the reorganisation. Accordingly, a pro forma loss per share has been included based on the number of shares in the Company in issue on admission to ISDX.

   9.      Acquisition of Healthperm Limited (HPL) 

On 18 December 2015 Healthperm acquired the entire issued share capital of Healthperm Limited for total consideration of GBP1.00. Healthperm acquired HPL for its customer relationships.

The identifiable assets and liabilities assumed were as follows:

 
                                                            Fair value 
                                   Net          Fair        recognised 
                                  book         value    on acquisition 
                                 value    adjustment 
                                GBP000        GBP000            GBP000 
                               -------  ------------  ---------------- 
 
 Fixed assets 
 Receivables                         5             -                 5 
 Deferred tax asset                 65             -                65 
 Payables                         (93)             -              (93) 
 Debt                            (232)             -             (232) 
 Intangible Asset: Customer 
  List                               -           306               306 
 Provision for deferred 
  tax                                -          (51)              (51) 
 Total                           (255)           255                 - 
                               -------  ------------  ---------------- 
 

Intangible assets that are acquired as a result of a business combination and that can be separately measured at fair value on a reliable basis are separately recognised on acquisition at their fair value.

The key assumptions used in the fair value measurement are those regarding the growth rates and discount rates. The Healthperm Group monitors its pre-tax Weighted Average Cost of Capital and those of its competitors using market data. The fair value assessment use a discount rate adjusted for pre-tax cash flows. The Healthperm Group prepares cash flow forecasts derived from the most recent financial plan approved by the Board and extrapolates revenues, net margins and cash flows for the following three years.

The key assumptions used in the forecast were: Growth Rate of 30% in year 1 and NIL year on year growth in years

2 and 3, and NIL terminal value.   A discount rate of 10% was assumed. 

The total consideration was GBP1.00. There was no goodwill arising.

The gross amount of trade receivables of GBP5,000 approximated its fair value. None of the trade receivables have been impaired and it is expected that the full contractual amounts can be collected.

From the date of acquisition, HPL contributed no revenue and a net loss after tax of GBP9,000 to the Healthperm Group's results. If the acquisition had taken place at the beginning of the year, Healthperm Group revenue and loss for the year ended 31 December 2015 would have been GBP12,000 and GBP262,000 higher, respectively.

   10.   Subsequent events 

On 28 July 2016, Healthperm issued 247,597 new ordinary GBP0.001p shares, at a price of GBP2.25p per share in consideration of the cancellation of GBP557,095 of 2018 Loan Notes and accrued interest.

On 3 August 2016, Healthperm issued 155,347 new ordinary GBP0.001p shares, at a price of GBP2.25p per share in consideration of the cancellation of GBP349,532 of 2018 Loan Notes and accrued interest.

On 23 September 2016 the entire issued share capital of Healthperm was acquired by Yujin International Ltd, now renamed Healthperm Resourcing Ltd, by way of a reverse take-over transaction and the share capital of Healthperm Resourcing Ltd was admitted to trading on the ISDX Growth market. On the same date Healthperm Resourcing Ltd raised approximately GBP275,000 by way of a share subscription and effected a share consolidation of every 91 of its existing ordinary shares into 2 new ordinary shares.

   11.   Nature of financial information 

The financial information presented above does not constitute statutory accounts for the Healthperm Group for the period ended 30 June 2016.

b) Financial information on the Company

Statements of financial position of Healthperm Resourcing Ltd (formerly Yujin International Ltd)

 
                                               30 Jun    31 Dec 
                                                 2016      2015 
                                      Notes      $000      $000 
                                             --------  -------- 
 
 Non-current assets 
 Investment in subsidiary 
  undertakings                          3           -       218 
                                                    -       218 
                                             --------  -------- 
 
 Current assets 
 Amounts due from subsidiary 
  undertakings                                      -    10,587 
 Prepayments                                        1         3 
 GST claims                                         1         - 
 Restructuring cost                                34         - 
 Cash                                              57       113 
                                             --------  -------- 
                                                   93    10,703 
                                             --------  -------- 
 
 Current liabilities 
 Amounts due to subsidiary 
  undertakings                                      -     1,438 
 Other payables                                   148       887 

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DJ Healthperm Resourcing Ltd Half-year Report -5-

                                             --------  -------- 
                                                  148     2,325 
                                             --------  -------- 
 
 Net current assets/(liabilities)                (55)     8,378 
 
 Net assets                                      (55)     8,596 
                                             ========  ======== 
 
 
 Equity attributable to 
  owners 
 Share capital                          4       3,318     3,318 
 Translation reserves                               -   (1,065) 
 Accumulated (deficit)/surplus                (3,373)     6,343 
 Total equity                                    (55)     8,596 
                                             ========  ======== 
 
 

Statement of changes in equity of Healthperm Resourcing Ltd (formerly Yujin International Ltd)

 
                             Share   Translation   Accumulated 
                           capital      reserves          loss     Total 
                              $000          $000          $000      $000 
                        ----------  ------------  ------------  -------- 
 
 As at 1 January 2016        3,318       (1,065)         6,343     8,596 
 Group reorganisation            -         1,065       (9,498)   (8,433) 
 Dividend in specie              -             -         (218)     (218) 
 As at 30 June 2016          3,318             -       (3,373)      (55) 
                        ==========  ============  ============  ======== 
 
 

Notes to the financial information on Healthperm Resourcing Ltd (formerly Yujin International Ltd)

   1.    General Information and basis of preparation 

The ordinary shares of Yujin International Ltd were admitted to trading on AIM in February 2009. At that time, the Company was the holding company of a group which owned a small shipping fleet in the Asia Pacific region which was chartered out on both short and long-term contracts. The Company predominantly provided shipping support services to traders of liquid cargo in the Port of Singapore.

The Company sent a circular to Shareholders on 23 December 2015 proposing a scheme of arrangement (see also note 2) to facilitate the restructuring of its business with the principal objective of disposing of its business and creating an AIM Rule 15 cash shell. The circular set out the background to and reasons for a scheme of arrangement between the Company and its members for the purpose of restructuring the company and its subsidiaries, which were principally due to the deteriorating trading of the business that made it uneconomic to support the Company's AIM quoted status.

Following the passing of the relevant shareholder resolutions, on 30 March 2016 the Company divested all of its subsidiaries by way of a distribution in specie and the Company became an AIM Rule 15 cash shell with effect from that date.

At 30 June 2016 the Company was single reporting entity and the financial information on the company presented in this interim report therefore represents that of the Company only.

The financial information of the Company is presented in US Dollars ("$") and rounded to the nearest thousand ("000").

The financial information has been prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the EU and applicable law.

   2.      Dividend in specie 

On 14 March 2016, the High Court of the Republic of Singapore sanctioned a scheme to restructure the business of the Company and its subsidiaries which had previously been approved by shareholders at an EGM on 15 January 2016.

The effect of the restructuring was that the Company divested all of its subsidiaries by way the transfer of all of its shareholdings in its subsidiary entities to a newly incorporated subsidiary undertaking, YHolding, in exchange for the issue of new shares in YHolding, allotted as fully-paid to the Company, and then distributed its shareholding in YHolding by way of a dividend in specie to qualifying shareholders in the Company, leaving the Company with no operating business or subsidiary undertakings.

The Company's loss for the period ended 30 June 2016 of $9,498,000 arose as a consequence of the divestment of its operating business and subsidiaries described above, all of which activities are discontinued.

   3.      Investments in subsidiaries 
 
 
 
                                Total 
                                 $000 
                              ------- 
 Cost 
 As at 1 January 2016             507 
 Dividend in specie             (507) 
                              ------- 
 As at 30 June 2016                 - 
                              ------- 
 
 Amortisation and 
  impairment 
 As at 1 January 2016             289 
 Dividend in specie             (289) 
                              ------- 
 As at 30 June 2016                 - 
                              ------- 
 
 Carrying amounts 
 As at 31 December 
  2015                            218 
                              ------- 
 As at 30 June 2016                 - 
                              ------- 
 
   4.      Capital and reserves 
 
 
                                          No.    $000 
                                  -----------  ------ 
 
 Issued and fully paid ordinary 
  shares with no par value: 
 At 1 January 2016                 30,000,000   3,318 
 
 
 At 30 June 2016                   30,000,000   3,318 
                                  -----------  ------ 
 
   5.      Subsequent events 

On 22 August 2016 the Company announced that, having considered a number of potential acquisitions, it had conditionally entered into an acquisition agreement pursuant to which it would acquire the Healthperm Group.

The principal terms of the acquisition were as follows:

-- initial consideration of GBP11.2 million to be paid on completion to be satisfied by the issue of 7,459,193 initial consideration shares to the vendors of the Healthperm Group at a price of GBP1.50 per ordinary share; and

-- subject to the enlarged group achieving an audited profit after tax of at least GBP2.9 million for the year ending 31 December 2017, deferred consideration of GBP4 million to be paid to be satisfied by the issue of 2,666,666 deferred consideration shares to the vendors of the Healthperm Group at a price of GBP1.50 per ordinary share.

On 23 September 2016 the Company completed the acquisition of the Healthperm Group by way of a reverse take-over transaction, the principal terms of which are set out above, the company was renamed Healthperm Resourcing Ltd its share capital was admitted to trading on the ISDX Growth Market. On the same day Healthperm Resourcing Ltd raised approximately GBP275,000 by way of a share subscription and effected a share consolidation of every 91 of its existing ordinary shares into 2 new ordinary shares.

   6.      Nature of financial information 

The financial information presented above does not constitute statutory accounts for the Company for the period ended 30 June 2016.

   c)   Pro forma statement of financial position of the enlarged Healthperm Group 
 
 
                                       Healthperm     Healthperm     Healthperm                     Pro forma 
                                       Resourcing     Resourcing       Group        Adjustments     enlarged 
                                          Ltd            Ltd                                          group 
            Notes                         1              2              3                     4 
                                    -------------  -------------  -------------  --------------  ------------ 
                                         $000          GBP000         GBP000         GBP000         GBP000 
                                    -------------  -------------  -------------  --------------  ------------ 
 
 Non-current assets 
 Property, plant 
  and equipment                                 -              -              2               -             2 
 Intangible assets                              -              -             29               -            29 
 Deferred tax asset                             -              -            137               -           137 
 Acquisition customer 
  list                                          -              -            255               -           255 
                                    -------------  -------------  -------------  --------------  ------------ 
                                                -              -            423               -           423 
                                    -------------  -------------  -------------  --------------  ------------ 
 
 Current assets 
 Trade and other 
  receivables                                  36             27             50               -            77 
 Cash                                          57             43             56            (99)             - 
                                    -------------  -------------  -------------  --------------  ------------ 
                                               93             70            106            (99)            77 
                                    -------------  -------------  -------------  --------------  ------------ 
 
 Current liabilities 
 Trade and other 
  payables                                  (148)          (112)          (397)            (26)         (535) 
                                    -------------  -------------  -------------  --------------  ------------ 
 
 Net current assets/(liabilities)            (55)           (42)          (291)           (125)         (458) 
 
 Non-current liabilities 
 Debt                                           -              -          (624)              75         (549) 
 
 Provisions                                     -              -           (41)               -          (41) 
 
 Net assets (liabilities)                    (55)           (42)          (533)            (50)         (625) 

(MORE TO FOLLOW) Dow Jones Newswires

September 29, 2016 10:39 ET (14:39 GMT)

DJ Healthperm Resourcing Ltd Half-year Report -6-

                                    =============  =============  =============  ==============  ============ 
 
 
 Equity attributable 
  to owners 
 Share capital                              3,318          2,504            729             350         3,583 
 Translation reserves                           -              -            (1)               -           (1) 
 Accumulated loss                         (3,373)        (2,546)        (1,315)           (400)       (4,261) 
 Merger reserve                                 -              -             54                            54 
 
 Total equity and 
  merger reserve                             (55)           (42)          (533)            (50)         (625) 
                                    =============  =============  =============  ==============  ============ 
 
 

Basis of preparation

The pro forma statement of financial position of the enlarged group has been prepared on the basis of the financial information on each of the Company and the Healthperm Group set out in this interim report for the period ended 30 June 2016. It has been prepared for illustrative purposes only. Because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent the Company's actual financial position.

Notes

1. The statement of financial position of the Company at 30 June 2016 has been extracted from the interim financial information on the Company set out in Part b) of this document.

2. The statement of financial position of the Company at 30 June 2016 has been translated from US dollars to GBP sterling at the rate of $1.0000:GBP0.7545

3. The statement of financial position of the Healthperm Group at 30 June 2016 has been extracted from the interim financial information on the Healthperm Group set out in Part a) this document.

4. Pro forma adjustments reflect the proceeds of approximately GBP275,000 from the share subscription, transaction costs of approximately GBP400,000 relating to the acquisition of the issued share capital of the Healthperm Group by the Company on 23 September 2016 and the conversion of a loan of GBP75,000 to the Company into equity.

5. The directors consider that the substance of the acquisition of the Healthperm Group by the Company is that of a reverse acquisition and that, in order to give true and fair view, the reverse acquisition method of accounting as permitted by IFRS 3 'Business combinations', will be adopted as the basis of consolidation in the financial statements of the Company for the year ending 31 December 2016.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR ZKLFLQKFXBBE

(END) Dow Jones Newswires

September 29, 2016 10:39 ET (14:39 GMT)