The Tithe Value PLC (former RoR Holdings PLC) Trading and Directors Report for year.end 2024
Posted December 6, 2024 by Alfredovilla
New strategic directions and strategies for 2025. After a depreciation by 95% on Repx shares and a 75% in Bss-one shares, the Company Net Equity Value is Euro 4'464'000 with a Net asset Value of Euro 0.68
The Board confirms that all the Data and Information reported in Company House regarding The Tithe Value PLC, are correct and reflects the Company’s actual status.
https://find-and-update.company-information.service.gov.uk/company/10239054New
1) New Directors Roles and Responsabilities
The Board of Directors unanimously decided the following Roles, Responsibilities and Compensations:
Francesco De Leo, since the May 22, 2024, is the new Honorary Chairman and Non- Executive Director. His role is to call and coordinate the BoD Meetings and a fair and positive collaboration between all BoD members.
Fabio Verdacchi, since August 7, 2024, is the new operative Director and Chief Executive Officer (CEO). His role will be to lead the company in every operative aspect, elaborate the Yeary Financials and report to the shareholders. It will be in charge also to manage and dismiss some company participations as The Reputation Exchange PLC and Bss-One Sro.
Domenico Palladino, from May 17, 2024, is the new operative Director and Chief Operating Officer (COO). His role will be to in charge of all the IT, IP and Technical related to the Company and all Company’s subsidiaries and participations, especially, as of today, Miffipay ltd, Likex Ltd and Beyond Engineering.
Claudio Del Fante, from May 21, 2024, is the new operative Director and Chief Financial Officer (CTO). His role will be to in charge of all Company Financing activity, creating the company financial instrument and fund-raising structures and terms.
Roberto Manzi, since August 6, 2024, is the new Non- Executive Director.
The Board of Directors acknowledge that Mr. Alfredo Villa has resigned from any formal role in the company from the 28th of July 2024. The Board of Directors is grateful to Mr. Alfredo Villa for all the quality and endless work he performed, without any compensation, salary or benefit to the company and wishes him all the best for his new personal endeavors.
2) Former Company Acrivity
The Company was formed on June, 20 2016 under the name of Right of Reply Ltd, to develop the “Right of Reply Project” https://therightofreply.news/ and also the “Pay My Time Project” https://www.paymytime.com/pmt/ .Those projects are still Company Asset and needs to be fully implemented. Those are important potential Company’s assets, while on a prudential stance they are valuated at 100’000 £ each in the Company’s Financials, when the overall investment was much higher, in the Millions range.
On April 1st, 2016, the company was creating as founder and mayor shareholder “The Reputation Exchange PLC” (Repx). https://www.therepx.com/
On March 14th, 2018, the company acquired the 51% of Bss-One a Romanian Software Company https://www.bss-one.ro/
From January 2019, all the Company time, energy and resources, were devoted to developing and growing Repx activity and this huge effort was performed till December 2021.
Our Company has dirctly rised, and this ammunt do not include the money raised in the subsidiaries £ 5'986'979, since its inceptions
Then since January 2020, and even more from January 2022 our Company has:
- No fund raising nor in Equity and/or debt instruments.
- No material agreement or contract with third parties
- No activity whatsoever a part holding the two already owned assets, Repx and BSS- One
- No direct involvement in the management of those assets, with no one representing the company in the subsidiary’s management.
The Company from 2022 till the second Quarter, being the Company Year-end of 2024, must be consider a “Dormant Company” as per Section 480 of the 2006 Company Act
3) Restrting of the Operation from third Quarter 2024
Due to the poor performance of Repx and Bss-One, in which, as stated, and while our majority stake, we did not have any direct or indirect control and management, the Company decided to change its investment strategy and restoring operations with a new Board of Directors in place and with a new acquisition and fund-raising strategy and policy.
On June 5th, 2024, the Company acquired the 51% of the outstanding shares of Likex Ltd https://dpalladino1990.wixsite.com/likex/en an innovative UK Crypto and Asset Classes Company. The acquisition was paid in issuing new company ordinary shares at 1 £ per share.
LINK TO LIKEX PDF PRESENTATION /attachment 3)
On June 6th, 2024, the Company acquired the 51% of the outstanding shares of Miffipay Ltd https://miffipay.com/ an innovative UK payment Company. The acquisition was paid for by issuing new company ordinary shares at 1 £ per share.
LINK TO MIFFIPAY PDF PRESENTATION (attachment 5)
On various dates before May 7th, 2024, the company acquired the 41,84% of Beyond Engineering srl https://beyondengineering.eu/ and Italian engineering company that has developed an innovative Food Box for delivery. The acquisition was paid for by issuing new company ordinary shares at 1 £ per share.
LINK TO HOTBOX PDF PRESENTATION (attachment 7)
Some new acquisitions are under discussion and expected to be closed with the proceeds of the next round of financing.
4) Legal Matters
As of today, the Company’s former director Alfredo Villa, certifies to the new Board of Directors that there were nor there is any legal procedure, criminal or administrative, against the Company or it’s actual and formed director in relation to all the Company activities. Also, there are any legal complaints, letters, requests, statutory demands against the Company or it’s former and actual Directors in their Company duties.
5) Company's Stakes and Partecipations in non-listed shares
As of today, the Company owns the following Stakes/Participations in the below non-listed companies. The valuation of those stakes, being non-listed one, are based on two different parameters: the acquisition cost and/or the expected market value. The Board of Directors has decided to use the acquisition cost for the lates and more recent acquired stakes, while for the ones owned since more years, and that where already discounted trough a proper amortization from the original acquisition cost, are valuated at a potential market price, with the most prudential valuation possible.
51% Miffipay Ltd £ 1’167’000 at cost
51% Likex Ltd £ 1’000’000 at cost
41,8% Beyond-Hotbox £ 705’470 at cost
51% Bss-One £ 200’000 as per market price and reduced from 2023
100% Right of Reply £ 100’000 at cost less amortization
100% Pay My Time £ 100’000 at cost less amortization
Total £ 3'272'970
The company has also directly or indirectly the Intellectual Properties on 13 Patent Pending or Granted. The value of this intangible asset is fixed at a prudent £ 100’000
6) Compnay's Stakes in Listed Shares
As of December 31st, 2024, the company was owing 2’460’000 shares in The Reputation Exchange PLC (Repx). Repx shares are listed on Cyprus Stock Exchange (CSE) at a formal price of 11,30 Euro per share so, with a market value of our stake of £ 21’506.444.83 Since Repx inception in 2017 till June 2022, the Repx was successfully run by two of the Company Directors, namely Alfredo Villa and Francesco De Leo, that with the help of the former, top professional Board of Directors, were obtaining an incredible growth and approved listing on London Stock Exchange Standard for more than 40 Mio Market Cap.
Links to the LSE approved Prospectus (attachment 10)
Links to the ACF Report (attachment 11)
Since January 2022, due to a certain number of reasons and negative events, mainly the 5.5 Mio unpaid equity subscription signed and granted by some individual investors and some other happenings that still needs to be investigate, the Company Board of Directors decided to step down to be represented in the Repx Board of Directors and management. Since February 3th, 2023, with the last Repx AGM called by the former Repx Board of Directors controlled by our Company, we, while owning the majority of Repx, we ceased to have any control on Repx and a new Repx management and Board of Directors is freely running the Repx operation.
Considering that we do foresee any Repx positive development and future, because Repx has actually no direction, no products in the pipeline, no technology, no innovation, no contracts with counterparts, a heavy debt position that is not negotiated, no provisional budget and any financial instrument to have the chance to raise some money and the needed one, no Annual General Meeting was called since February 3th, 2023, when called by one of our representatives, we are not in a position to express ourself about the real Repx value. Based on this awkward situation, the new The Tithe Value PLC will try to solve after the expected AGM, as said we do not have any reasonable information on Repx, that will allow us to give a precise value of the shares we do own in Repx. We have then decided that, considering the lack of information on Repx value, but at the same time considering that Repx is a PLC, is a listed company and has a fully audited Financials signed off by Repx Board of Directors on August 2024, that, to establish the value of our Repx shares, we have to refer to this last Repx’s formal document.
Based on that document Repx have Negative Shareholder Equity. So, this causes us to devalue our Repx shares even more by 95%.
We did not have devaluated Repx down to zero, because we consider that Repx certainly has a residual value that cannot even be marginal if a good restructuring plan will be implemented. We do consider that the only actual Repx worth and asset are the agreement with Visa, a listing on a minor stock exchange (CSE) that could be transferred at certain conditions to a larger European Stock Exchange and a huge multimillion loss, that can be a tax advantage for profitable companies in the same sectors. We do consider also that is highly necessary as major shareholder to oblige Repx to enter a formal Company Voluntary Arrangement and hire a Corporate Insolvency Managers, to obtain protection for Repx from its Creditors and then present a full restructuring plan to be approved by creditors and stakeholders.
Based on all the above considerations, The Tithe Value PLC Board of Directors has decided to devaluate from even more the Repx Stake from a Stock market Value of £ 21'506'444 to £ 1'230'000, or £ 0.5 per each Repx shares devaluating our stake in Repx by 95%.
Considering that on our June 30, 2024, Financial, Repx stake, while already largely devalued from market price, was valued £ 5’609’860, actually in bringing this value down to £ 1’230’000, we have due to Repx a £ 4’379’960 reduction in the Company actual 31/12/2024 Year End Financials.The Board of Directors members are willing anyhow to investigate the reason for the incredible failure of Repx, that was an extremely promising company and pursue everyone that was and is responsible for such poor results. The Tithe Value PLC has hired a top international advisor to pursue this investigation and to prepare full report on happened in Repx from inception till today, to be able to report to shareholders the true of the facts on what was happening and determine if there will be someone personally liable for having undermined the company. Also, when a long expected Repx AGM is called, the Company will express its vote and propose a Company Voluntary Agreement, the hiring of an Insolvency Practitioner and present a full restructuring plan to be presented to all Repx Shareholders.
Link to PDF Repx Year end 2023 Financials (attachment 12)
7) Company's Net Assets
The new Board of Directors would like to start this new course of operations in our company with a higher level of prudence. So, all the non-listed company’s owned are valued at a very conservative value, while Repx shares where write down by 95%, even if, with our proposed restructuring plan, a residual and non-marginal value could be appeared in the future at least if just for the tax carry forward loss.
Based on the above principles of valuation and devaluation, the Company Asset value is expected to be at 31/12/2024, equal to £ 4’502’454.
8) Company's short and long term Debts & Liabilities
On short term there are some costs and bills that are overdue. We were able to manage this overdue and based on the new Company Fund Raising Strategy, those short-term costs will be paid. The total amount of those bills is £ 100’516
On a long-term stance, the company must reimburse Capital and Interest to the following shareholders loans.
The repayment of those loans in full is the first and primary goal of the Company.
We will propose to the loan holder to have the capital amount reimbursed in cash while the interest be paid in Company shares. We are positive that in 2025 the loan will be repaid and such payment in cash and shares will be accepted, heavily reducing the Company cash need.
The total amount of this long-term debt is £ 714’326, divided into:
Capital £ 506’188
Interest £ 208’138
As a prudent stance we did add to the December 31/12/2024 Financials a £ 50’000 provision on creditors. While there is not any other unknow due, we do prefer to add this amount with the goal of starting the new company’s activities with the lowest valuation of the assets and the highest valuation of the debt from a very prudent standpoint.
This brings the actual Company debt and liabilities to £ 882’557.
9) Company's Financials December 2024
Briefly, our Company, due to the Board of Directors Decision to devaluate Repx by 95% as prudential write-off, we registered for Year end 2024 a loss of £ 2’293’566
Even with this hard and negative decision, the Company Shareholder Equity is still a positive one at £ 3’720’413, with a Net Asset Value per share of £ 0.57 per share (euro 0.68 per share).
The Company Asset after all amortization and depreciation are £ 4’502’454 and the Company Liabilities are £ 882’557 and the Company's Assets cover the Company's Liabilities with a ratio of 5 times.
Link to the 31/12/2024 Financials (attachment 13)
10) Company's Shareholders
The Tithe Value is a Public Limited Company with 6’534’970 shares outstanding and more than 70 shareholders.
The Board of Directors members have, directly or indirectly, 9.49% of the company 3 shareholders have a stake over 5%
The larger individual shareholder has a percentage equal to 15.68%
The are 5 different Catholic Christian organisation and if we do consider that another 500’000 shares (7,65%) are held directly by Charity Foundation, the Company ownership by charitable organization is 41,31%. The Board of Directors, its relatives, shareholders over 5% and the Charitable Organization controls the 72% of the Company. The Company majority, or the 50,8%, is held by the Board of Directors and the charitable organization.
11) Company's 2025 Strategy and Goals
The Tithe Value PLC new directions, that will be implemented by the new Board of Directors, have some main areas of interventions:
Control, manage and grow the profitable or promising stakes
The Company’s controls the majority of Miffipay Ltd, Likex Ltd and is the larger shareholder in Beyond Engineering srl.àThe Company will invest all the energy, effort and the liquidity necessary to actively control, manage and bring to full potential those companies. In the 31/12/2025 Financial the company will consolidate these 3 stakes into its Financials.
Total or partial sale or dismiss, of non-controlled or difficult to control majority stakes
The company owns, but do not control, having no representative in their Board of Directors or management nor any information, two majority stakes in The Reputation Exchange Plc and in BSS- One sro. For The Tithe Value PLC, due to many different reasons we do foresee that those companies could not be properly managed or controlled. While for Repx the Company will propose to the next Repx AGM a full restructuring plan, to let Repx residual value to be preserved, even if the Repx value in our Financials has being brough down by 95% and while, for Bss-One sro, the new The Tithe Value PLC Board of Directors will investigate a proper actual value, we do consider that Miffipay Ltd, operating as Repx in the payment space , has an extraordinary higher probability to succeed than Repx. Considering also that, regarding Bss-One, is difficult for us to actively manage and control a Company based in Romania, once launched the restructuring plan for Repx and investigate the Bss-One actual situation, those two majority stakes will be put on sale. Those 2 companies are valued globally at £ 1’430’000 in our Assets, so we are positive that their sale price will cover our actual liabilities and debt.
Repay all the existing liabilities and debt
Thanks to the sale of the non-strategic asset, the Company short term goal is to become completely debt free in a way to concentrate all the efforts and newly raised liquidity to the company’s growth and increase value of its shares.
Develop Group's products
The Tithe Value, directly or indirectly through the subsidiaries have a set of 18 innovative products, partially covered by 17 Patents, graded or pending. This potential great value is not reflected into our Financials and if provided with the due liquidity and working force to produce and launch those products in the market, that will be a complete game changing in the Company potential valuation in the near term.
Link to the Products List (attachment 15)
List to Patent List (attachment 16)
Closing new acquisitions
The Company is already discussing some acquisitions in different industries. The new Board is analyzing those proposals with the goal of closing all of some of them during the first six months of 2025. Those acquisition will be made also using the Company shares as payment methods reducing heavily the cash need to closing them. If closed, those acquisition will bring our company to a revenue expressed in some millions of Euros with positive EBITDA for the consolidated 31/12/2025 FinancialsWe have made some acquisition propos al to:
- a company active in machine automation sector (IT)
- a company active in quality fast food restaurant (ES)
- a company active in luxury niche e-commerce (IT)
- a company active in discount/gift card (UK)
Fund Raising
The Company short term strategy is to raise, in 3 different step and timing, from a minimum of 200 K to maximum 3.2 Mio euro to achieve the above goals and to close the discussed acquisitions. This fund rising will have 3 different tools, as explained below, a listed certificate and an Equity placement in conjunction with the Luxembourg Listing, with also some special conditions offered to the actual Company’s shareholders
First Round of Financing 200’000 euros.
The Company is launching a small Private Placement between known shareholders and investors for an amount of 200,000 euro at special condition and discount over the Company net asset value per share. These 200’000 euros will be used to close all the outstanding open activities and to bring the Company in a position to have better visibility, structure and result and by consequence of this a much higher overall value in view of the Luxembourg Listing. This required capital injection hve to be immediately provided to the Company, terminate this first phase. Those are mandatory things that needs to be done, maximum in the next 30 days as minimum condition for the Company reason to be and those are conditions that will allows to present to proper institutional investors the Company Business Plan over 1 and 3 years and to achieve our Fund-Raising strategy as was defined above on Step 2 and Step 3. Those are the 60 days result to be achieved with this 200’000 euro placement
a) Auditing the December 2024 Financials
b) Preparing a third-party valuation on our Company and on its Business Plan
c) Listing the Company in Luxembourg
d) Filing the 2 new Patents and make the payment for keeping the old ones
e) Launching the “Spending 4 Change” Campaign
f) Launching the Likex Index APP
g) Launching the Likex CH Stable Coin in the market
h) Launching the $piccioli APP
i) Launching the Lilex Crypto Exchange
Second Round of Financing 500’000 euros.
Luxembourg Listing Just after the close of the First Step Fiancing with the expected result as above, The Company will launch a 500’000 euro equity placement for accredited investors in relation with its Luxembourg Listing. The company had signed an agreement with a Luxembourg specialized law firm and listing sponsor to list the company shares in Luxembourg Stock Exchange on the SOL sector (Securities official List) of this European Stock Exchange. https://www.luxse.com/listing/our-markets-and-platforms.
This listing
can be achieved in 60 days from the
starting of the formal request
for listing, to the Luxembourg Stock Exchange authorities, formal that is ready to be filed
once approved by the new Board of Directors. The expected price per share will be fixed between 1 to 1.20 euro per share.
LINK TO the contract with the law firm and listing sponsor (attachment 18)
Third Round of Financing for 2.5 Mio euro with Listed ACM
After the closing of this Second Round of Fiancing, the Company will launch an 2.5 AMC (Actively Managed Certificate), issued by a Fund listed in Luxembourg. This Certificate will offer the Company the possibility to raise up to 2.5 Mio Euros, through a 4% convertendo 3 years loan, granted by the Company Assets. This certificate will be used if needed eventually also as a payment method for some of the above prospectd acquisitions.
LINK TO the Certificate terms (attachment 17)
In case that the company will not achieve the First and the second Round of Financing the Board of Directors will consider one of more of the following option, to respect the Company first objective to repay the outstanding loan and to give some value to our shareholders.
a) Putting all of some of the company assets on sale
b) Putting all the Company on sale
c) Putting the Company in Voluntary liquidation
13) Charity Objectives
Since its formation, the Company Founder has structured the Company and its shareholder base to become not just an investment tools for individuals and institutional investors looking for an increase in value of the company shares price, but also as a specific vehicle for generating liquidity and cash to Charity Organizations. The peculiarity of The Tithe Value PLC is that, as of today:
41.3% of the Company Shares are held directly or indirectly by Authorized Charity Organization
The 10% of the Company yearly net profit after tax will be donated to some charitable project
The 10% of the net profit generated by the sale of some Company stakes will be donated to some charitable project
| Contact Email | [email protected] |
| Issued By | The Tithe Value PLC |
| Phone | +393476260117 |
| Business Address | 128 City Road, London |
| Country | United Kingdom |
| Categories | Accounting , Banking , Blockchain |
| Tags | yer end , holding , payments , crypto |
| Last Updated | December 6, 2024 |