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BigDish #DISH – Half-Yearly Report

BigDish Plc (LON: DISH), a food technology company that operates a yield management platform for restaurants, is pleased to announce its half-yearly report for the period ended 30 September 2019. 

 

Highlights:

·    Cash in bank £1,296,042.

·    Sufficient funding to Q3 2020.

·    Accounts prepared on a Going Concern basis as noted by the Auditors who stated in the Annual Report that the Going Concern basis was appropriate for the 12 month period from the date of approval of the financial statements.  The financial statements were approved on 31 July 2019.

·    No headroom to issue new equity prior to July 2020 without the publication of a prospectus – there are no plans to publish a prospectus.

Tom Sumner, CEO commented: “Since joining BigDish on 2 December 2019 we have been able to streamline operations and reduce cash burn significantly in order to improve and be more effective as a business in 2020.  We have sufficient funding runway in order to increase the pace of restaurant acquisition which is the key performance indicator for the year ahead.  It is my expectation that 2020 will be a turnaround story for BigDish and our shareholders.”

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 (“MAR”)

Enquiries:

Zak Mir, Digital Communications Officer, BigDish

+44 (0) 7867 527658

zak@bigdish.com

Jonathan Morley-Kirk, Non-Executive Chairman

+44 (0) 7797 859986

jmk@bigdish.com

REPORT OF THE DIRECTORS

The Directors present the report together with the unaudited financial statements for the Group for the half-year ended 30 September 2019.

 

The Company

BigDish Plc, the parent Company, is registered (registered number 121041) and domiciled in Jersey. It was incorporated on 11 April 2016.

 

Principal Activity and Business Review

 

The Company’s principal activity has not changed during the half-year ended 30 September 2019.  BigDish Plc is a holding company, holding subsidiaries trading under the “BigDish” brand. The Company’s focus has been on the UK operations, supported by the Philippines technology and business support functions, in the financial reporting period.

 

The Company announced after the reporting period a change in strategy that resulted in discontinuing using a ‘boots on the ground’ approach to restaurant acquisition using territory managers.  At the date of this report two territory managers remain in Brighton and in Birmingham.

 

Results and Dividends

 

The results of the Group for the half-year ended 30 September 2019 show a loss before taxation of GBP 1,050,255 with recurrent operational loss of GBP 506,966 before impairment adjustments and charges on fund raising (30 June 2018 showed a loss of GBP 388,244).

 

No dividends have been paid during the half-year ended 30 September 2019 or during the comparative period.

 

Operational Activities

 

The key operational activities that shareholders should note took place after the reporting period with the appointment of a new CEO and a change of approach to restaurant acquisition from a ‘boots on the ground’ strategy to a telesales operation in Manchester. 

 

The new CEO, Tom Sumner, commenced working at BigDish on 2 December 2019 along with two experienced persons that Tom had prior experience of working with.  The Manchester office also opened on 2 December 2019.  This has resulted in a substantial cost saving for the business and is expected to result in a material difference to the pace of restaurant acquisition in 2020. 

 

The former CEO, Sanj Naha, has become a consultant to the Company focusing on the acquisition of restaurant chains and third-party integrations with Electronic Point of Sale (ePOS) and other restaurant technology platforms.

 

The technology and business support teams based in Manila both grew in number.  The BigDish technology platforms have all seen improvements in terms of functionality and speed.  Technology development will remain a key focus in 2020.  

 

 

Principal Risks and Uncertainties

 

The principal business risks that have been identified are as below.

 

The Company is operating in a competitive market and faces competition from other companies who do or may in the future offer a similar service on similar terms. Competitors may have much greater marketing budgets than the Company. If the Company is unable to attract sufficient restaurants and potential customers in the UK at the rate expected, the Company may be unable to successfully compete in the market which would have a material adverse impact on its future prospects. 

 

The Company has not reached breakeven due to the early stage of the Company’s business development.  The Company has sufficient funds to meets its strategic objectives until Q3 2020. The Company does not have sufficient headroom to issue new equity prior to July 2020, without the publication of a prospectus.  The Company does not plan to publish a prospectus. 

 

Restaurants may not continue to accept the value proposition of online reservation companies like BigDish which could lead to the number of restaurants signing up and continuing to use BigDish to decline which could affect the Company’s prospects.

 

The success of the Company is dependent on the technical capabilities of its restaurant booking app and appeal to users. If technical issues arise or the technology is not as appealing as competitors’ technology, this may have a significant impact on the Company’s ability to attract and retain restaurants and entice customers to use BigDish. The costs associated with remaining competitive may be disproportionate to the revenues generated by the Company resulting in an adverse impact on the Company’s financial position.

 

The loss of/inability to attract key personnel could adversely affect the business of the Company. The Company is dependent on the experience and abilities of its Directors and certain Senior Managers and technology staff. If such individuals were to leave the Company, and the Company was unable to attract suitable experienced personnel to compensate for those departing, it could have a significant negative impact on the rate of growth of the business.

 

Any unauthorised intrusion, malicious software infiltration, network disruption, denial of service or similar act by a malevolent party could disrupt the integrity, continuity, security and trust of the Group’s platform. These security risks could create costly litigation, significant financial liability, increased regulatory scrutiny, financial sanctions and a loss of confidence in the Company’s ability to serve restaurants and diners securely, which could have a material adverse impact on the Company’s business.

 

The Company may process personal data (names, emails and telephone numbers), which may be considered sensitive, as part of its business. The Company may be subject to investigative or enforcement action by regulatory authorities in the Company’s countries of operations if it acts or is perceived to be acting inconsistently with the terms of its privacy policy, customer expectations or the law. The Company will continue to monitor its policies to ensure on-going compliance with the General Data Protection Regulation (GDPR) regulations.

 

The Company has not made contingency plans for risks associated with Brexit. 

 

Any risks that may arise will be mitigated through on-going review by Management and reporting of KPIs to the Board for periodic review and strategy amendment as required.

 

Events after the Reporting Period

 

Refer note 6 of the unaudited financial statements.

 

Company Directors

 

 

Position

 

Appointment Date

Audit

Committee

Remuneration Committee

 

Jonathan Morley-Kirk

 

Non-Executive Chairman

 

16 April 2016

 

Chair

 

Member

Simon Perrée

Non-Executive Director

30 July 2018

Member

Chair

Aidan Bishop

Executive Director

16 April 2016

 

Share Capital

 

At 30 September 2019 the issued share capital of the Company stood at 348,950,355 – with 63,102,836 new shares having been issued during the period. The issuances are detailed in note 5 to the unaudited financial statements.

 

This Directors’ Report was approved by the Board of Directors on 30 December and is signed on its behalf.

 

By Order of the Board

 

 

 

 

 

Jonathan Morley-Kirk

Chairman

30 December 2019

 

 

CONSOLIDATED INCOME STATEMENT

For the half-year ended 30 September 2019

 

30 Sep 2019         30 Jun 2018

(unaudited)           (unaudited)

                                                                                                                Note                                       GBP                        GBP                                       

 

Income                                                                                                                                                  11,766                   2,448

Cost of sales                                                                                                                                           (696)                      –

 

 

Gross profit                                                                                                                                           11,070                   2,448

 

 

Administrative expenses                                                                                                                   (735,077)              (235,423)

IPO costs                                                                                                                                               –                        (155,269)

Impairment loss                                                                                   9                                            (396,277)                              –

Fair value gain                                                                                     8                                              70,029                   –              

 

 

Loss before taxation                                                                                                                          (1,050,255)           (388,244)

 

 

Income tax expense                                                                                                                           –                               –              

 

 

Loss for the period                                                                            4                                            (1,050,255)           (388,244)

 

 

Earnings per share:

Basic and diluted loss per share                                                          5                                                  (0.0033)              (194,122)

 

 

The accompanying accounting policies and notes form an integral part of these financial statements.

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the half-year ended 30 September 2019

 

30 Sep 2019         30 Jun 2018

(unaudited)           (unaudited)

                                                                                                                                Note             GBP                        GBP       

 

 

Loss for the period                                                                                                                      (1,050,255)           (388,244)

Exchange difference on translating foreign operations*                                                                  (45,195)             (21,306)

 

 

Total comprehensive loss for the period                                                                                 (1,095,450)          (409,550)

 

 

*To be reclassified to Profit and Loss if the foreign entity is sold.

 

The accompanying accounting policies and notes form an integral part of these financial statements.

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the half-year ended 30 September 2019

                                                                                                                               

30 Sep 2019         31 Mar 2019

(unaudited)          

                                                                                                                Note                              GBP                        GBP       

 

 

Non-current assets

 

Property, plant and equipment                                                                                                         13,053                   –

 

 

                                                                                                                                                         13,053                   –

Current assets

 

Trade and other receivables                                                                                                             37,387                   28,568

Cash and cash equivalents                                                                                                         1,296,042                   43,504

               

 

                                                                                                                                                     1,333,429                   72,072

Current liabilities

 

Trade and other payables                                                                    2                                        (205,730)              (769,461)

Borrowings                                                                                           2                                            (4,744)                  (4,744)

 

                                                                                               

                                                                                                                                                        (210,474)              (774,205)

 

Non-current liabilities

 

Trade and other payables                                                                                                                  (3,581)                  (31,562)

Borrowings                                                                                           2                                          (10,128)                 (12,500)

 

                                                                                               

                                                                                                                                                         (13,709)                 (44,062)

 

 

Net assets/(liabilities)                                                                                                                    1,122,299              (746,195)

 

                                               

Equity

 

Issued share capital                                                                            5                                           6,273,887              3,239,914

Retained earnings                                                                                                                           (5,916,067)           (4,865,812)

Other Reserves                                                                                                                                   764,479                 879,703

 

 

Total equity                                                                                                                                     1,122,299            (746,195)

 

 

These financial statements were approved by the Board of Directors.

 

 

 

 

Jonathan Morley-Kirk

Chairman

30 December 2019

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the half-year ended 30 September 2019

                                                                                               

                                                                                                                Share         Retained            Other                     Total                                                                                                                                        Capital       Earnings            Reserves               Equity

                                                                                                                 GBP            GBP                    GBP                     GBP

 

 

At 31 December 2017 (unaudited)                                                 2                   (1,230,872)                 –                    (1,230,870)

 

 

Loss for the period                                                                                      –            (388,244)                  –                       (388,244)

 

Translation reserves                                                                                   –               –                         (21,306)                 (21,306)

 

 

Total transactions with owners                                                                   –              (388,244)            (21,306)               (409,550)

 

 

At 30 June 2018 (unaudited)                                                            2                  (1,619,116)        (21,306)                (1,640,420)

 

 

Loss for the period                                                                                      –           (3,246,696)        –                             (3,246,696)

 

Translation reserves                                                                                   –                  –                          54,641                  54,641

 

Warrants reserves                                                                                       –                 –                          89,733                  89,733

 

Share options reserves                                                                               –                –                          756,635                756,635

  

Issue of new ordinary shares (net)                                                           776,683     –                          –                              776,683

 

Issue of ordinary shares – conversions                                                  2,463,229    –                        –                              2,463,229

 

 

Total transactions with owners                                                               3,239,912    (3,246,696)             901,009              894,225

 

 

At 31 March 2019                                                                                  3,239,914    (4,865,812)             879,703            (746,195)

 

 

Loss for the period                                                                                         –           (1,050,255)     –                              (1,050,255)

 

Translation reserves                                                                                      –                   –                        (45,195)            (45,195)

 

Warrants reserves                                                                                         –                   –                        (70,029)            (70,029)

 

Issue of new ordinary shares (net)                                                            3,033,973         –                             –                3,033,973

                                               

 

Total transactions with owners                                                                  3,033,973    (1,050,255)         (115,224)          1,868,494

 

 

At 30 September 2019 (unaudited)                                                        6,273,887    (5,916,067)          764,479           1,122,299

 

 

 

The accompanying accounting policies and notes form an integral part of these financial statements.

 

 

 

 

 

CONSOLIDATED CASH FLOW STATEMENT

For the half-year ended 30 September 2019

 

30 Sep 2019         30 Jun 2018

(unaudited)           (unaudited)

                                                                                                                                Note                GBP                   GBP

 

 

Cash flows from operating activities

 

Cash received from customers                                                                                                       6,875                     2,432

Cash paid to suppliers & employees                                                                                         (670,921)              (275,059)

 

 

Net cash from operating activities                                                                                         (664,046)              (272,627)

 

 

Cash flows from investing activities

 

Intellectual property                                                                                                                          –                        (45,429)

 

 

Net cash used in investing activities                                                                                            –                        (45,429)

 

 

Cash flows from financing activities

 

Loan repayments                                                                                                                           (2,370)                        –

Net proceeds from issue of convertible loan notes                                                                                –                  311,449

Net proceeds from share capital issue                                                                                      1,952,988                        –

 

 

Net cash used in financing activities                                                                                     1,950,618              311,449

               

 

Net increase in cash                                                                                                                1,286,572                (6,607)

 

 

Cash and cash equivalents at start of period                                                                                   9,470                16,077

Cash and cash equivalents at end of the period                                                                        1,296,042                 9,470

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the half-year ended 30 September 2019

 

1. BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

 

The Group’s financial statements have been prepared in accordance with IFRS and International Financial Reporting Interpretations Committee (‘IFRIC’) interpretations as adopted by the European Union at 31 March 2019.

 

The financial statements are prepared under the historical cost convention unless otherwise stated in the accounting policies.

 

The financial statements are presented in GB Pounds (‘GBP’), which is the functional currency of the Group and are rounded to the nearest pound.

 

The Group has reviewed newly effective IFRS Standards and note that:

 

·      IFRS (Financial Instruments) has been addressed consistently with the Annual Report

·      IFRS 15 (Revenue from Contracts with Customers) has been addressed consistently with the Annual Report, the Group has reviewed the impact of IFRS15 and determined there is no material adjustments required to revenue balances within the financial statements or to opening retained earnings

·      IFRS 16 (Leases) has been addressed consistently with the Annual Report, the Group is in the process of evaluating the impact that IFRS 16, however given the Group currently has only one lease agreements in place, the impact of IFRS 16 is expected not to be significant.

 

2. GOING CONCERN

 

The Group has the following loans:

30 Sep 2019         31 Mar 2019

(unaudited)          

    GBP                        GBP

 

 

Commercial loan from Lloyds Bank, UK                                                                                     14,872                   17,244

 

 

The Group made a consolidated loss in the half-year ended 30 September 2019 of GBP 1,050,255 with recurrent operational loss of GBP 506,966 before impairment adjustments and charges on fund raising. At 30 September 2019, the consolidated cash held was GBP 1,296,042 and the group had consolidated current liabilities of GBP 224,183, which includes GBP 185,094 of non-related trade liabilities and GBP 14,872 of borrowings.

 

The Group has prepared cash flow forecasts which indicate that it continues to have sufficient funds to support its activities in the period to 31 July 2020.

 

The Financial Statements have been prepared on a Going Concern basis – as noted by the Group’s auditors at the 31 March 2019 Annual Report on page 15.  The Auditors stated that the Going Concern basis was appropriate for the 12 month period from the date of approval of the financial statements.  The financial statements were approved on 31 July 2019.

 

3. SEGMENTAL REPORTING

 

3.1 For the half-year ended 30 September 2019

 

 

Income Statement

for the half-year ended 30 Sep 2019

(unaudited)

 

Jersey

GBP

Hong Kong

GBP

Indonesia

GBP

Philippines

GBP

UK

GBP

Total

GBP

 

Revenue

 

 

 

 

 

11,766

 

11,766

Cost of sales

 

(696)

(696)

 

Gross Profit

 

 

 

 

 

 

11,070

 

11,070

Administration expenses

(532,914)

(935)

(4,840)

(83,396)

(112,992)

(735,077)

Impairment loss

Fair value gain

 

70,029

(32,575)

(363,702)

(396,277)

70,029

 

Loss for the Period

 

 

(462,885)

 

(935)

 

(4,840)

 

(115,971)

 

(465,624)

 

(1,050,255)

 

 

Statement of Financial Position

at 30 Sep 2019 (unaudited)

 

Jersey

GBP

Hong Kong

GBP

Indonesia

GBP

Philippines

GBP

UK

GBP

Total

GBP

 

Non-current assets

 

 

 

 

11,891

 

1,162

 

13,053

Trade and other receivables

12,767

24,620

37,387

Cash and cash equivalents

 

1,263,148

369

18,838

13,687

1,296,042

 

Total assets

 

 

1,263,148

 

369

 

 

43,496

 

39,469

 

1,346,482

Current liabilities

(93,163)

(6,034)

(110,160)

(1,117)

(210,474)

Non-current liabilities

 

(10,128)

(3,581)

(13,709)

 

Net assets/(liabilities)

 

 

1,159,857

 

369

 

(6,034)

 

(70,245)

 

38,352

 

1,122,299

 

 

 

3.2 Comparatives

 

 

Income Statement

  for the half-year ended 30 Jun 2018

  (unaudited)

 

Jersey

GBP

Hong Kong

GBP

Indonesia

GBP

Philippines

GBP

Total

GBP

 

Revenue

 

 

823

 

204

 

1,421

 

2,448

Cost of sales

 

 

Gross Profit

 

 

 

823

 

204

 

1,421

 

2,448

Administration expenses

(108,731)

(47,512)

(37,357)

(41,823)

(235,423)

IPO costs

 

(155,269)

(155,269)

 

Loss for the Year

 

 

(264,000)

 

(46,689)

 

(37,153)

 

(40,402)

 

(388,244)

 

 

Statement of Financial Position

at 31 Mar 2019

 

Jersey

GBP

Hong Kong

GBP

Indonesia

GBP

Philippines

GBP

UK

GBP

Total

GBP

 

Non-current assets

 

 

 

 

 

 

Trade and other receivables

500

11,852

16,216

28,568

Cash and cash equivalents

 

30,494

618

6,223

6,169

43,504

 

Total assets

 

 

30,994

 

618

 

 

18,075

 

22,385

 

72,072

Current liabilities

(700,962)

(2,198)

(46,495)

(24,550)

(774,205)

Non-current liabilities

 

(28,240)

(3,322)

(12,500)

(44,062)

 

Net assets/(liabilities)

 

 

(669,968)

 

 

(1,580)

 

(28,240)

 

(31,742)

 

(14,665)

 

(746,195)

 

                                                                                                                           

4. LOSS FOR THE PERIOD BEFORE TAX

 

                                                                                                                                                30 Sep 2019         30 Jun 2018

                                                                                                                                                (unaudited)           (unaudited)

                                                                                                                                                GBP                        GBP

 

 

Loss for the period has been arrived at after charging:

                                                                                                               

Directors remuneration                                                                                                        80,000                   43,809

Staff costs                                                                                                                          252,961                 117,899

                                                                               

 

 

5. SHARE CAPITAL

 

5.1 Share Capital

                                                                                                                   30 Sep 2019                         31 Mar 2019

                                                                                                                     (unaudited)

                                                                                                                Number        GBP                Number         GBP

 

 

Opening balance                                                                                 285,847,519  3,239,914               2                       2

Ordinary shares – pre-admission                                                            –                       –                159,547,651              –   

Ordinary shares – new shares issued during the period                      63,102,836    3,033,973        49,391,796      1,037,076

Ordinary shares – conversions                                                                –                       –                 76,908,070       2,463,229

Less: cost of issuance                                                                             –                       –                       –                  (260,393)

 

 

Closing balance                                                                               348,950,355  6,273,887         285,847,519     3,239,914

 

 

The shares have no par value.

 

At 30 September 2019 included in the total share issuance of 348,950,355 shares the group holds 19,749,000 shares in treasury.

 

5.2 Earnings Per Share

31 Sep 2019

(unaudited)

GBP

30 Jun 18 (unaudited)

GBP

 

 

  Basic and diluted loss per share

 

(0.0033)

 

(194,122)

Loss used to calculate basic and diluted loss per share

(1,050,255)

(388,244)

Weighted average number of shares used in calculating basic and diluted and loss per share

 

314,039,187

2

 

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding and shares to be issued during the period.

 

The potential ordinary shares were anti-dilutive as the Group was in a loss making position and therefore the conversion of potential ordinary shares would serve to decrease the loss per share from continuing operations. Where potential ordinary shares are anti-dilutive a diluted earnings per share is not calculated and is deemed to be equal to the basic earnings per share.

 

 

6. EVENTS AFTER THE REPORTING PERIOD

 

On 12 November 2019 the Company announced the appointment of a new CEO, who commenced in the role on 2 December 2019.

 

 

 

7. RELATED PARTY TRANSACTIONS

                                                                                                                                                               

 

Amounts due to Related Parties

31 Sep 2019

(unaudited)

GBP

31 Mar 2019

 

GBP

 

 

Aidan Bishop

Jonathan Morley-Kirk

Simon Perrée

Joost Boer

 

 

16,000

3,217

5,000

 

196,532

13,333

13,333

106,685

 

 

The debts are unsecured and interest free. The Directors agreed that the balance due at 31 March 2019, which included loans made by Aidan Bishop since the Group’s inception, would be converted to equity using the same mechanism as the Company’s Salary Sacrifice scheme – this was actioned in June 2019.

 

 

8. SHARE OPTIONS AND WARRANTS

 

8.1 Share Warrants

 

Warrants are denominated in Sterling and are issued for services provided to the Group or as part of the acquisition of a subsidiary. There were 34,151,130 warrants issued in connection with the IPO in July 2018.

 

During the reporting period, 18,843,294 warrants issued at 9.00p expired and 500,000 warrants at 4.5p were exercised in June 2019.

 

Warrants outstanding at 30 September 2019:

 

Number

Exercise price

Expiry date

 

2,654,586

 

4.50p

 

02 August 2021

11,111,111

444,444

597,695

 

9.00p

4.50p

6.75p

 

02 August 2020

02 August 2020

01 February 2020

 

At 30 September 2019, these warrants were fair valued at GBP 19,704 (31 March 2019, GBP 89,733), using a

Black-Scholes model, based on the following parameters – risk free rate 1.46%, volatility 54%.

8.2 Share Options

 

On 31 July 2018 and 19 February 2019 share options were granted by the Group to an employee, non-executive directors, executive directors and senior managers within the Group.

 

Under the provisions of IFRS 2 a charge is recognised for those share options and awards under the share plan issued. The estimate of the fair value of the services received is measured based on the Black-Scholes model for share options granted under the executive and discretionary share option schemes. The Monte-Carlo model is used to calculate the fair value of the performance share plan awards.

 

The contractual life of the share options is used as an input into this model. Expectations of early exercise are incorporated into the model. The vesting period reflects the terms and conditions of the contracts.

 

The options have not been re-valued at 30 September 2019.

 

 

9. IMPAIRMENT LOSS

 

The Group previously determined to fully impair costs associated with Looloo as part of the Group’s strategy of focusing growth in the UK. An expense of GBP 32,575 was incurred and impaired in the reporting period.

 

The Group previously determined to fully impair goodwill on the acquisition of the UK businesses as the business model, and the application of the assets acquired, is being significantly enhanced. An expense of GBP 363,702 was incurred and impaired in the reporting period.

BigDish #DISH – Update re senior management and corporate governance

BigDish Plc (LON: DISH), a food technology company that operates a yield management platform for restaurants, is pleased to announce that Tom Sumner commenced his employment on 2 December 2019 as the Chief Executive Officer of the Company, based in its Manchester office.

Sanj Naha, the Company’s former CEO has entered into a consultancy agreement with the Company where he will advise on the acquisition of restaurant groups and technology integrations with Electronic Point of Sale (ePOS) companies and other third party restaurant technology platforms.

Further, the Company notes press comment on its notification on 30 May 2019 where it stated that “The Company is funded to execute its strategy.”

The Company acknowledges that this statement may have been interpreted to suggest it had sufficient funds to fully execute (i.e. complete) its strategy.  The additional funds received by the Company on 6 June 2019 provided the Company with funds to accelerate the implementation of its strategy.  The board acknowledges that the notification on 30 May 2019 should have been clearer and, with the benefit of hindsight, would have been better to have omitted the phrase altogether.

Furthermore, the Company recognises the importance to adopt a high standard of corporate governance. It has therefore commissioned a review of its corporate governance processes and procedures.  The Company intends to adopt an appropriate and recognised corporate governance code and make detailed disclosure on its website as to how it conforms with such a code. The Company believes it will benefit from having an Independent Non-Executive Director as part of the Board and is currently in discussions with its advisers regarding suitable candidates.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 (“MAR”)

 

Enquiries:

Zak Mir, Digital Communications Officer, BigDish

+44 (0) 7867 527658

zak@bigdish.com

Jonathan Morley-Kirk, Non-Executive Chairman

+44 (0) 7797 859986

jmk@bigdish.com

Notes to Editors

BigDish Plc is a London Stock Exchange listed food technology company that operates a yield management platform for the restaurant industry.

Yield Management is a dynamic pricing strategy based on understanding and influencing human behaviour in order to maximise revenue from a fixed, time limited resource.  Yield Management has been very effective for selling airline seats and hotel rooms.  BigDish believes that Yield Management can benefit restaurants to optimize revenue by bringing diners to empty tables.

BigDish is a free consumer product.  Consumers can book a table with a discount via the BigDish App or website.  Restaurants pay BigDish a fixed fee per diner seated.

BigDish #DISH – Appointment of Tom Sumner as New CEO and Operational Update

BigDish Plc (LON: DISH), a food technology company that operates a yield management platform for restaurants, is pleased to announce the appointment of a new CEO and to provide an operational update.

The Company has appointed Tom Sumner as the new Chief Executive Officer commencing 2 December 2019.  Tom has worked in the restaurant discount industry for the past six years.  From 2013 to 2016 he was National Partnership Manager, managing a 10 person telesales team at Gourmet Society and Tastecard which are the largest diner membership clubs in the United Kingdom.  These brands are operated by The Dining Club Group and each has over 6,000 restaurant partners.

Highlights:

·    New CEO with a proven track record of restaurant acquisition in the industry

·    Company to open a telesales operation in Manchester to accelerate restaurant acquisition

·    Financial position update

·    Q1 2020 launch of BigDish Premium

New CEO

It is the view of BigDish that the appointment of Tom Sumner is a major coup for the company, as he is a proven person in terms of his performance and ability. His relative youth and dynamism sits well with the ethos of a tech company such as BigDish, and as “player/manager” is likely to be inspirational for the team he leads.

Tom joined TableNow in 2016 initially as Product Development Manager and subsequently became Head of Operations and in May 2018 he was appointed as Managing Director.  TableNow is a dining discount app that enables diners to book discounted restaurant seats in the UK.  In April 2019 the Company rebranded with a new app and embarked upon a nationwide rollout. Following the rebrand, Tom grew the platform, with a 10 person telesales team, from 250 to 3,000 restaurants across the United Kingdom over a six month period.  TableNow monetizes by charging consumers either a membership fee or a booking fee. Given that BigDish is free to consumers if scale can be achieved it is likely to have greater appeal.

Sanj Naha, will remain with the Company but in a new role where he will focus on the acquisition of restaurant groups and technology integrations with Electronic Point of Sale (ePOS) companies and other third party restaurant technology platforms with whom he has developed relationships with.

Restaurant Acquisition

The Company has used a ‘boots on the ground’ approach to restaurant acquisition through Territory Managers.  While there has been some success in certain aspects of the business, achieving scale is the goal both in terms of the consumer experience, but also to ensure that BigDish achieves the critical mass to disrupt and erode existing players.

As has been evident throughout the technology space, once companies achieve critical mass, their strategic value alone can rise by significant multiples.  Therefore prompt and significant action has already been taken in the run up to this update to ensure an accelerated rollout of restaurants via management and strategy enhancements.

At 11 November 2019 there are a total of 177 restaurants which are live on the BigDish platform. The primary focus for the next 12 months is restaurant acquisition and accelerating the growth of restaurant numbers.  A shift to consumer traction and further product development is then envisaged.

The Company has chosen not to retain 7 of its 9 Territory Managers.  The best performing Territory Managers are focused on Birmingham and Brighton and will remain with the Company and progress will be monitored.

Rather than “boots on the ground”, the Company, led by Tom Sumner, will launch a telesales operation in Manchester on 2 December 2019 as its prime strategic initiative for restaurant acquisition.  The Company notes that Tastecard, Gourmet Society and TableNow all have proven the effectiveness of telesales within their operations and have all favoured this to a ‘boots on the ground’ approach to restaurant acquisition.

In addition to Tom Sumner, two other persons will join the team who have experience working with Tom in restaurant acquisition and collectively have 12 years industry experience.  The objective is to rapidly build up a telesales team of approximately 10 persons.

The cost of the telesales operation will be considerably less than the ‘boots on the ground’ strategy.  This will result in very substantial cost savings.

Financial Position Update

At 30 September 2019 (interims reporting period date) the Company had total cash of £ 1,288,666 and immaterial cash liabilities.  The new strategy will result in substantial cost savings well in excess of £ 250,000 per annum.  A new budget has been worked based on the most conservative basis possible.  The Company has sufficient funding until the period of the third quarter of 2020.  This has been estimated using purely a cash burn assumption – the most pessimistic scenario.

The Company’s auditors, Mazars LLP, noted in their Independent Auditors Report that they had “reviewed future forecasts for at least twelve months from the date of approval of the financial statements and reviewed the underlying assumptions for reasonableness and reliability”. Furthermore they concluded that “Based on our work, we found the Going Concern basis to be appropriate.”  The Financial Statements were approved on 31 July 2019.

The Company’s technology and business support operations in Manila remain lean and cost a total of approximately £ 19,300 per month.  The Company currently employs 13 persons in its Manila office.  This is considerably less than the cost of having these functions based in the UK.  The Company also operates a Salary Sacrifice Scheme to ensure that management cash costs are kept as lean as possible.

Other Updates

The Company announced its Brand Ambassador Program on 2 July 2019.  This will now be launched at a later date once there are a critical mass of restaurants that will ensure that any marketing initiatives relating to Brand Ambassadors will have the maximum impact.  Brand Ambassadors will be paid in shares as previously announced.

The BigDish App will be made more attractive to both consumers and restaurants.  There will be more flexible discount options available and consumers will be able to book up to 7 days in advance rather than just 48 hours in advance.

The technology team is also developing a BigDish Premium product that will be a different revenue model.  This is expected to be ready for launch in the first quarter of 2020 and more details will be provided in due course.

Outlook

With early stage technology companies it is often difficult to forecast accurately and the Company will be mindful of this with all future public statements.  The Company’s business model is a proven one in the restaurant sector, and Bigdish now feels it has made the dramatic changes required in order to achieve its ambitions.  Going forward, improvements will continue, as necessary.

The United Kingdom is currently dominated by consumer paid dining membership products.  The BigDish Yield Management app is a free consumer product and empowers the restaurants to select the discount options and the availability in order to fill empty tables.   We are therefore presenting the marketplace both with a compelling consumer proposition as well as offering more flexibility to restaurants.  This ‘win-win’ scenario continues to present an exciting opportunity for BigDish and the Company believes that the new and improved strategy will create value for shareholders.

Tom Sumner, incoming CEO commented:

“I am really excited to be joining BigDish on 2 December, especially to add to my track record of restaurant acquisition.  It is a great looking App and I am confident that the free consumer model will be a big hit in the United Kingdom.  The technology is sector leading and with the launch of the Manchester operation I hope to achieve the same results for BigDish that I have at TableNow, Tastecard and Gourmet Society.”

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 (“MAR”)

 

Enquiries:

Zak Mir, Digital Communications Officer, BigDish

+44 (0) 7867 527658

zak@bigdish.com

Jonathan Morley-Kirk, Non-Executive Chairman

+44 (0) 7797 859986

jmk@bigdish.com

Notes to Editors

BigDish Plc is a London Stock Exchange listed food technology company that operates a yield management platform for the restaurant industry.

Yield Management is a dynamic pricing strategy based on understanding and influencing human behaviour in order to maximise revenue from a fixed, time limited resource.  Yield Management has been very effective for selling airline seats and hotel rooms.  BigDish believes that Yield Management can benefit restaurants to optimize revenue by bringing diners to empty tables.

BigDish is a free consumer product.  Consumers can book a table with a discount via the BigDish App or website.  Restaurants pay BigDish a fixed fee per diner seated.

BigDish #DISH – Result of AGM

BigDish Plc (LON: DISH), announces that at its Annual General Meeting (AGM) held at 12 p.m. on 19 October 2019 at 2nd Floor, Woodford House, Peter Street, St Helier, Jersey, JE2 4SP, all resolutions were duly passed.

Enquiries:

Zak Mir, Digital Communications Officer

+44 (0) 7867 527658

Jonathan Morley-Kirk, Non-Executive Chairman

+44 (0) 7797 859986

jmk@bigdish.com

Notes to Editors

BigDish Plc is a London Stock Exchange listed food technology company that operates a yield management platform for the restaurant industry, including a mobile App.

The Company helps restaurants in the UK fill their spare capacity and optimise their revenues through smart and dynamic discounts. Consumers can access these via the BigDish App and website platforms. Restaurants pay BigDish a fee per diner seated.

BigDish is fully committed to delivering shareholder value to its stakeholders through this model and is actively seeking to expand across the UK. An expansion strategy has been outlined which divides the UK into territorial target areas.

BigDish #DISH – Notice of AGM to be held October 19th 2019

BigDish Plc (LON: DISH), announces that its Annual General Meeting (AGM) will be held at 12 p.m. on 19 October 2019 at 2nd Floor, Woodford House, Peter Street, St Helier, Jersey, JE2 4SP.

Enquiries:

Zak Mir, Digital Communications Officer +44 (0) 7867 527658
Jonathan Morley-Kirk, Non-Executive Chairman +44 (0) 7797 859986

jmk@bigdish.com

 

Notes to Editors

BigDish Plc is a London Stock Exchange listed food technology company that operates a yield management platform for the restaurant industry, including a mobile App.

The Company helps restaurants in the UK fill their spare capacity and optimise their revenues through smart and dynamic discounts. Consumers can access these via the BigDish App and website platforms. Restaurants pay BigDish a fee per diner seated.

BigDish is fully committed to delivering shareholder value to its stakeholders through this model and is actively seeking to expand across the UK. An expansion strategy has been outlined which divides the UK into territorial target areas.

BigDish (DISH) To Integrate With Leading Point Of Sale Technology Group, NFS Technology Group

BigDish Plc (LON: DISH), is pleased to announce that it has reached an Agreement with NFS Technology Group to integrate BigDish within its Point of Sale (POS) software solution for restaurants.

NFS Technology Group (“NFS”) have been operating for over 20 years and has over 1,500 clients.  Integrating with a POS has two significant benefits for a restaurant.  Firstly, it will enable the operational team of a restaurant to access the BigDish Manager features directly within the POS.  In addition, it enables a restaurant to link BigDish dining activity data with diner spend data thus providing valuable marketing insights to the restaurant.  The integration will enable restaurant groups to more effectively roll out BigDish.

Luis Desouza, CEO of NFS Technology Group commented “NFS are excited to be engaged with BigDish, who bring a fresh and cost-effective approach to restaurants seeking to offer promotions that best match the time slots that are not busy. A great tool in current market conditions.

Sanj Naha, CEO commented:

BigDish is firstly and foremost a technology company and I am delighted that our first Point of Sale integration is with NFS Technology Group, who are highly regarded within the industry.  We will be meeting with the NFS team this month to plan the implementation of the integration.  Restaurant groups in particular will be pleased with this initiative as it will enable more centralized management of BigDish within a particular restaurant group.”

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 (“MAR”)

 

Enquiries:

Zak Mir, Digital Communications Officer +44 (0) 7867 527658

zak@bigdish.com

Jonathan Morley-Kirk, Non-Executive Chairman +44 (0) 7797 859986

jmk@bigdish.com

 

Notes to Editors

BigDish Plc is a London Stock Exchange listed food technology company that operates a yield management platform for the restaurant industry, including a mobile App.

The Company helps restaurants in the UK fill their spare capacity and optimise their revenues through smart and dynamic discounts. Consumers can access these via the BigDish App and website platforms. Restaurants pay BigDish a fee per diner seated.

BigDish is fully committed to delivering shareholder value to its stakeholders through this model and is actively seeking to expand across the UK. An expansion strategy has been outlined which divides the UK into territorial target areas.

BigDish (DISH) Director/PDMR Dealing

BigDish Plc (LON: DISH), announces that it was informed on 25 September 2019 that Jonathan Morley-Kirk, Non-executive Chairman of the Company, sold 496,595 ordinary shares at a price of 3.5 pence per share on 25 September 2019, representing 0.14 per cent. of the Company’s issued share capital, which were issued under the Salary Sacrifice Scheme (announced on 2 July 2019).

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 (“MAR”)

 

Enquiries:

Zak Mir, Digital Communications Officer +44 (0) 7867 527658
Jonathan Morley-Kirk, Non-Executive Chairman +44 (0) 7797 859986

jmk@bigdish.com

 

Notes to Editors

BigDish Plc is a London Stock Exchange listed food technology company that operates a yield management platform for the restaurant industry, including a mobile App.

The Company helps restaurants in the UK fill their spare capacity and optimise their revenues through smart and dynamic discounts. Consumers can access these via the BigDish App and website platforms. Restaurants pay BigDish a fee per diner seated.

BigDish is fully committed to delivering shareholder value to its stakeholders through this model and is actively seeking to expand across the UK. An expansion strategy has been outlined which divides the UK into territorial target areas.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person closely associated
a. Name Jonathan Morley-Kirk
2 Reason for notification
a. Position/Status Non-executive Chairman of the Company
b. Initial notification/

Amendment

Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a. Name BigDish plc
b. LEI 213800XAECC5GN8ZOU38
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a. Description of the financial instrument, type of instrument

Identification Code

Ordinary shares

ISIN: JE00BG12QT70

b. Nature of the transaction  Disposal of ordinary shares
c. Price(s) and volume(s)
Price(s) per share Volume(s)
3.5p 496,595
d. Aggregated information

– Aggregated Volume

– Price

 

N/A

N/A

e. Date of the transaction 25 September 2019
f. Place of the transaction London Stock Exchange

 

BigDish updates on new territory launches ahead of busy fourth quarter

BigDish PLC’s (LON:DISH) Sanj Naha tells Proactive London’s Andrew Scott it’s been a busy time for them with new people joining and new locations launched.

BigDish plc (DISH) Further re Issue of Equity

BigDish Plc (LON: DISH), announces that, further to the announcement released by the Company on 22 August 2019, the requisite regulatory approvals in relation to the issue of the 13,812,920 ordinary shares to certain Pouncer shareholders (“Deferred Consideration Shares”) as part of the acquisition agreement were not obtained and as a consequence, the Company has withdrawn the application to admit the Deferred Consideration Shares to trading on the London Stock Exchange.

The Company will now submit a new application for 10,391,472 new ordinary shares of the previously unsuccessful application of the 13,812,920 ordinary shares, which have received the requisite regulatory approvals to be admitted to trading on the London Stock Exchange. Admission of the balance of the remaining 3,421,448 ordinary shares, which are still subject to regulatory approvals, will be sought at a later date.

Application has been made for 10,391,472 new ordinary shares of no par value to be admitted to trading which is expected to occur on or around 11 September 2019 (“Admission”).

Total Voting Rights

Following Admission, the Company’s enlarged issued share capital will be 348,950,355. The total number of voting rights in the Company is therefore 348,950,355. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 (“MAR”)

 

Enquiries:

Zak Mir, Digital Communications Officer +44 (0) 7867 527658
Jonathan Morley-Kirk, Non-Executive Chairman +44 (0) 7797 859986

jmk@bigdish.com

 

Notes to Editors

BigDish Plc is a London Stock Exchange listed food technology company that operates a yield management platform for the restaurant industry, including a mobile App.

The Company helps restaurants in the UK fill their spare capacity and optimise their revenues through smart and dynamic discounts. Consumers can access these via the BigDish App and website platforms. Restaurants pay BigDish a fee per diner seated.

BigDish is fully committed to delivering shareholder value to its stakeholders through this model and is actively seeking to expand across the UK. An expansion strategy has been outlined which divides the UK into territorial target areas.

BigDish (DISH) Issue of Equity & Warrants

BigDish Plc (LON: DISH), a food technology company that operates a yield management platform for restaurants, announces an issue of equity and warrants in relation to the acquisition of Pouncer Media Limited (“Pouncer”) as part of the Company’s admission to the Official List and the Standard segment of the Main Market of the London Stock Exchange in August 2018.

Issue of Equity

At admission in August 2018, the Company issued 11,111,111 ordinary shares and a grant of warrants over 11,111,111 shares at a price of 9 pence per ordinary shares to Pouncer which expire on the second anniversary of admission.

The Company has now issued today 13,812,920 ordinary shares to certain Pouncer shareholders as part of the acquisition agreement. Application has been made for 13,812,920 new ordinary shares to be admitted to trading which is expected to occur on or around 27 August 2019 (“Admission”).

This now completes the Company’s obligations to Pouncer.

Grant of Warrants

The Company has also issued a grant of warrants over 6,851,116ordinary shares at a price of 4.156 pence per ordinary share to certain Pouncer shareholders. The warrants expire on 2 February 2021.

Total Voting Rights

Following Admission, the Company’s enlarged issued share capital will be 351,875,208. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 (“MAR”)

Enquiries:

Zak Mir, Digital Communications Officer,

BigDish Plc

+44 (0) 7867 527658

 

Notes to Editors

BigDish Plc is a London Stock Exchange listed food technology company that operates a yield management platform for the restaurant industry, including a mobile App.

The Company helps restaurants in the UK fill their spare capacity and optimise their revenues through smart and dynamic discounts. Consumers can access these via the BigDish App and website platforms. Restaurants pay BigDish a fee per diner seated.

BigDish is fully committed to delivering shareholder value to its stakeholders through this model and is actively seeking to expand across the UK. An expansion strategy has been outlined which divides the UK into territorial target areas.

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