Half-year Report

Fandango Holdings plc / Index: LSE / Epic: FHP / Sector: Investment

5 May 2022

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

Interims

Fandango Holdings plc, the investment company, is pleased to provide its interim financial accounts for the period ended 28 February 2022.

Chairman's Report

Fandango Holdings PLC ("the Company") is an investment company incorporated on 25 August 2016, with the original primary objective of undertaking a single acquisition of a target company, business or asset in the industrial or service sector.

On 23 December 2021, the Company entered into a non-binding Heads of with Radair Limited, a Bahamian based Internet of Things provider, which has a mature infrastructure and early-use phase of development, with some new providers seeking to gain first-mover advantage and capture budding value by facilitating the use of IoT for hardware manufacturers, software creators, network partners and business and consumer end users. Radair, with its unique approach, is one such provider.

Radair (a) manufactures and sells third-party as well as proprietary consumer IoT network devices, such as consumer hubs (b) designs and deploys bespoke, holistic enterprise IoT solutions, and (c) provides network infrastructure to support generic IoT applications in mesh networks. This tripartite business model means that the Target generates revenue from all three interlinked layers of the fast-growing IoT ecosystem, whilst facilitating and deepening the presence and penetration of each layer.

Additionally, the Target intends to earn revenue in the form of cryptocurrency from its network provision activities, through 'Proof of Coverage' mining and will issue its own cryptocurrency token, 'RAIR', which leverages a unique and novel consensus mechanism to create a secure and decentralised data-driven distributed ledger. The Directors intend for Radair's balance sheet value to be driven, therefore, by fiat currency generated through device sale revenue, third-party tokens mined from network provision and the value of the RAIR token itself, a proportion of which will stay in the Target's possession.

The directors believe that that the acquisition of Radair should add significant shareholder value and look forward to completing the RTO transaction

The Acquisition, if it proceeds, will constitute a Reverse Takeover under the Listing Rules since, inter alia, in substance it will result in a fundamental change in the business of the issuer The Acquisition is subject, inter alia, to the completion of due diligence, documentation and compliance with all regulatory requirements, including the Listing and Prospectus Rules and, as required, the Takeover Code.

As the Acquisition will constitute a Reverse Takeover under the Listing Rules, the Company's shares remain suspended pending the publication of a prospectus and the application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the main market for listed securities of the London Stock Exchange.

The Company is working on the preparation of a prospectus in relation to the Acquisition and will, in due course, be making application for the enlarged Company to have its Ordinary Shares admitted to the Official List and to trading on the standard segment of the main market for listed securities of the London Stock Exchange. It is anticipated that re-listing should take place in Q3 2022.

Results for the period

For the period from 1 September 2021 to 28 February 2022, the Company's results included the ongoing running costs of the Company including listing fees on the London Stock Exchange and other advisory costs.

Risks and uncertainties

The Company is a relatively new entity, with only a brief operating history, and therefore, investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating one or more companies or businesses.

Going Concern

As stated in Note 1 to the condensed financial statements, the directors are satisfied that the Company has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.

Post Balance Sheet Events

There are no post balance sheet events other that the company is in the process of raising "pre-IPO/RTO" funds sufficient to enable the company to complete the re-listing process. Such funds will be converted into ordinary shares of the company upon completion of the RTO.

Responsibility Statement

We confirm that to the best of our knowledge:

(a) the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year; and

(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.

Charles Tatnall

Chairman

4 May 2022