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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Falcon | LSE:FAL | London | Ordinary Share | GG00BYTLL975 | ORD GBP0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.75 | 0.50 | 1.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMFAL
RNS Number : 1688B
Falcon Media House Limited
31 March 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
For Immediate Release
31 March 2017
Falcon Media House Limited
("Falcon" or the "Company")
Interim Results
Falcon, the international media group focused on the over-the-top ('OTT') video streaming market, announces its interim results for the 12-month period ending 31 December 2016.
Chairman's Statement
Our listing on the London Stock Exchange's Main Market and accompanying GBP4 million fundraise marks an exciting step in Falcon's transformation into a leading OTT global internet broadcast media group. Based around our revolutionary software, Q-flow, which is proven to kill buffering, we are focused on providing a service that delivers across the core areas of the OTT market: seamless streaming, direct distribution, and compelling content. In line with this, we have changed our name to Falcon Media House to more accurately reflect our strategy.
Our excitement for the Company's future is accelerated by the market we have entered. The OTT market is projected to grow from US$28 billion in 2015 to US$62 billion by 2020, with consumers demanding streamed entertainment 'anytime, anywhere and on any device'. A growing majority of millennials use streaming video services, such as Netflix, Amazon Prime Instant and Maxdome more than they would an ordinary television. Significantly, however, the 35-74 age group is also now subscribing to Subscription Video on Demand ('S-VOD') in greater numbers too.
Within this growing market, we identified sports and sports lifestyle programming as a key target market. In line with this, utilising our distribution and content divisions, Teevee and Teevee Makers, we have made great advances as we look to achieve in the live sports video market what the likes of Netflix have accomplished with films. We have already signed agreements to acquire broadcasting rights to certain champion games and special events sponsored by the Eastern College Athletic Conference ('ECAC'), the largest US east coast sports college franchise, as well as other notable opportunities.
This is a very exciting time for Falcon: our market fundamentals are excellent; our cutting-edge technology is rapidly gaining recognition; we have contracts with leading players including Tata Communications; and the Company has cash in the bank to accelerate its strategy to become a leader in the OTT market.
I would like to thank shareholders for their continued support and the team for their dedication and help in
ensuring Falcon's success. We look forward to the future with confidence.
Gert Rieder
Executive Chairman
Interim Management Report
Change of Accounting Reference Date
As a result of the acquisition of Orbital Multi Media Holdings Corporation ("OMMH") and Teevee Networks Limited (the "Acquisitions"), and as disclosed in the Prospectus published on 20 March 2017, the Board resolved to change the accounting reference date for Falcon Acquisitions Limited to 31 March, for consistency with the acquired businesses. The next audited accounts for the Falcon will be prepared for the 15-month period ending 31 March 2017. The Company has therefore prepared an Interim Report covering the twelve months to 31 December 2016 in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("FCA").
Activity in the Period
On 18 January 2016 Falcon Acquisitions Limited was admitted to the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's ("LSE") main market for listed securities. The focus during the first-half of 2016 was on fulfilling the initial phase of the Company's strategy to identify exciting opportunities within the OTT market and make a foundation acquisition that would provide a foothold in what the Directors believe is a burgeoning sector.
Following the assessment of a number of promising prospects, the Company agreed terms to acquire a leading Hong Kong based OTT video streaming technology company, OMMH and signed a conditional agreement which resulted in the Company's shares being suspended from the London Stock Exchange on 25 July 2016.
Having successfully raised GBP163,000 in June 2016, this, in conjunction with the GBP3.95 million proceeds from the initial and a secondary fundraise in January and April 2016 respectively, places Falcon in a strong cash position to support the development of its OTT service offering. The Company spent GBP2.13 million in 2016, with a large proportion of this related to the due diligence and preparation for the reverse take-over. With the successful re-admission and the raise of GBP4 million the reverse take-over was completed on 27 March 2017.
With the key appointment of Richard Baker as a non-executive director, bringing significant experience and knowledge of the OTT space following over 20 years of high-level experience, the Falcon Board has been bolstered and now includes experience across a number of key sectors including telecommunications, technology, digital media and finance, ensuring the Company is well placed for the next stage of its development.
The Company held its first AGM in May 2016 and an EGM in November 2016 to consider certain changes to the Company's Articles of Association and approve changing the name of the Company to Falcon Media House Limited. All proposed resolutions were duly passed and the Company changed its name on 28(th) March 2017, following the successful re-listing.
Future Developments
Following the completion of the Acquisitions and re-admission to trading, Falcon has become an operating entity and the Board's focus has moved from making a successful acquisition to operating a successful business. The integration of the acquired businesses and the build-out of the Falcon platform will be the key-focus for the months ahead and a full update will be provided in the Annual Report due to be published in July 2017.
Financial Statements
Condensed Consolidated Statement of Financial Position
The condensed statement of financial position as at 31 December 2016 is set out below:
Hot Features
Premium
As at As at
31 December 31 December
2016 2015
Note GBP'000 GBP'000
Assets
Current Assets
Cash and cash equivalents 5 400 139
Prepayments 6 97 10
Receivables 6 45 -
Total Current Assets 542 149
Non-Current Assets
Financial Assets 7 928 -
Intangible Assets 8 855 -
Total Non-Current Assets 1,783 -
Total Assets 2,325 149
Equity and Liabilities
Capital and Reserves
Share Capital 4 312 44
Share Premium 4 3,372 137
Accumulated Deficit (2,299) (169)
Translation Reserve (3)
Total Equity attributable
to Equity Holders 1,382 12
Current liabilities
Trade and other Payables 9 233 93
Short-term Payables 9 224 -
Other Creditors - 8
Accruals 19 36
Total Current Liabilities 476 137
Long-term Payables 9 467 -
Total Non-Current Liabilities 467 -
Total equity and liabilities 2,325 149
As approved and authorised for issue by the Board of Directors on 30 March 2017 and signed on its behalf by:
Gert Rieder
Executive Chairman
30 March 2017
Condensed Consolidated Statement of Comprehensive Income
The condensed statement of comprehensive income of the Group for twelve month period from 1 January 2016 to 31 December 2016 is set out below:
Period ended Period ended
31 December 31 December
2016 2015
Note GBP'000 GBP'000
Personnel expenses 10 (210) -
Administrative expenses (1,887) (169)
Amortisation 8 (34) -
------------- -------------
Operating loss (2,131) (169)
Finance income 12 24 -
Finance cost 12 (23) -
------------- -------------
Financial income, net 1 -
Loss before income taxes (2,130) (169)
Income tax expense 13 - -
------------- -------------
Loss after taxation (2,130) (169)
Loss for the period (2,130) (169)
Other comprehensive - -
income
------------- -------------
Total comprehensive
loss attributable to
owners of the parent (2,130) (169)
------------- -------------
Loss per share
Basic and diluted 14 (0.07) (0,07)
Condensed Consolidated Statement of Changes in Equity
The statement of changes in equity of the Group from 31 December 2015 to 31 December 2016 is set out below:
Share Share Accumulated Total
capital Premium deficit
GBP'000 GBP'000 GBP'000 GBP'000
As at 31 December 2015 44 137 (169) 12
-------- -------- ----------- -------
Total comprehensive
loss for the period - - (2,130) (2,130)
-------- -------- ----------- -------
Translation reserve - - (3) (3)
-------- -------- ----------- -------
Transaction with owners 268 3,235 - 3,503
-------- -------- ----------- -------
As at 31 December 2016 312 3,372 (2,302) 1,382
-------- -------- ----------- -------
Share capital comprises the Ordinary Shares and the Founder Share issued by the Group.
Share premium has been reduced by a total of GBP 260,000 as expenses in relation to the issue of ordinary shares on admission to the London Stock Exchange's main market.
Retained earnings represent the aggregate retained earnings of the Group.
Consolidated Statement of Cash Flows
The cash flow statement of the Group from 01 January 2016 to 31 December 2016 is set out below:
Twelve month Twelve month
period ended period ended
31 December 31 December
2016 2015
--------------------------------- -------------- --------------
GBP'000 GBP'000
--------------------------------- -------------- --------------
Cash flow from operating activities
------------------------------------------------- --------------
Loss for the period before
taxation (2,130) (169)
--------------------------------- -------------- --------------
Depreciation / amortisation 34 -
--------------------------------- -------------- --------------
Operating cash flows before
movements in working capital (2,096) (169)
--------------------------------- -------------- --------------
Increase in debtors (132) (10)
--------------------------------- -------------- --------------
Increase in trade and other
payables 806 137
--------------------------------- -------------- --------------
Net cash used in operating
activities (1,426) (42)
--------------------------------- -------------- --------------
Loans to companies (928) -
--------------------------------- -------------- --------------
Investments in Intangible (889) -
Assets
--------------------------------- -------------- --------------
Net cash outflow from investing (1,817) -
activities
--------------------------------- -------------- --------------
Issue of Shares 3,763 350
--------------------------------- -------------- --------------
Expenses in relation to
issue of shares (260) (169)
--------------------------------- -------------- --------------
Net cash generated from
financing activities 3,503 181
--------------------------------- -------------- --------------
Net increase in cash and
cash equivalents 261 139
--------------------------------- -------------- --------------
Cash and cash equivalent 139 -
at beginning of period
--------------------------------- -------------- --------------
Unrealized FX movement (3) -
--------------------------------- -------------- --------------
Cash and cash equivalent
at end of period 400 139
--------------------------------- -------------- --------------
Notes to the unaudited condensed interim report
1. General information
The Group was incorporated under the section II of the Companies Law 2008 in Guernsey on 29 January 2015, it is limited by shares and has registration number 59731.
The Group seeks to make one or more acquisitions of companies or businesses with a focus on opportunities in the media and technology sectors.
The Group's registered office is located at 55 Mount Row, St Peter Port, Guernsey, GY1 1NU, Channel Islands.
2. Significant Accounting Policies
Basis of preparation
By founding the subsidiary TeeVee Media and Production Ltd in 2016, Falcon became a Group and will publish consolidated financials in the future.
The unaudited condensed interim report for the period ended 31 December 2016 has been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements as at the year ended 31 December 2015. The results for the period ended 31 December 2016 are unaudited.
The unaudited condensed interim report for the period ended 31 December 2016 has adopted accounting policies consistent with those for the year ended 31 December 2015.
Comparative figures
The comparative figures presented in the condensed consolidated interim report for the period ended 31 December 2015 cover the period from incorporation on 29 January 2015 to 31 December 2015.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and have not been adopted in the unaudited condensed interim report. The directors do not expect that the adoption of these standards will have a material impact on the financial statements of the Group in future periods.
Going concern
The unaudited condensed interim report has been prepared on the assumption that the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of publishing of the unaudited condensed interim report.
Following the financing of GBP 4 million received in connection with the re-admission, a review of ongoing and expected performance and cash flows of the Group including the newly acquired companies, the Directors have a reasonable expectation that the Group has adequate resources to continue operational existence for the foreseeable future.
Principles of consolidation and equity accounting
Subsidiaries
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
The group applies the acquisition method to account for business combinations.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
There group does neither hold associated entities nor investments under the equity method.
Changes in ownership interests
The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received would be recognised in a separate reserve within equity attributable to owners of Falcon Media House Limited.
Disposal of subsidiaries
When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.
Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented British Pounds (GBP), which is Falcon Media House functional and presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. Foreign exchange gains and losses are presented in the statement of profit or loss, within finance income or finance costs.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognised in other comprehensive income.
Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-- assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
-- income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
-- all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
Receivables
Receivables are amounts due from customers for services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
Intangible assets
Trademarks and Licenses
Separately acquired trademarks and licenses are shown at historical cost. Trademarks and licenses acquired in a business combination are recognised at fair value at the acquisition date. Trademarks and licenses have a finite useful life and are carried at cost less accumulated amortisation.
Samples, Models, Plans
Costs directly attributable to the development or production of samples, models or plans are capitalised as intangible assets only when technical feasibility of the project is demonstrated, the group has an intention and ability to complete and use the samples, models or plans and the costs can be measured reliably.
Amortisation methods and useful lives
The group amortises intangible assets with a limited useful life using the straight-line method over the following periods:
-- Licensing: duration of contract -- Samples, models or plans: duration of contract/ production
Financial assets
Classification
The group classifies its financial assets in the following categories:
-- financial assets at fair value through profit or loss, -- loans and receivables, -- held-to-maturity investments, and -- available-for-sale financial assets.
The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting period.
As the Group just holds loans and receivables the following explanations will focus on that.
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.
When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities.
Measurement
At initial recognition, the group measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.
Loans and receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective interest method.
Interest on loans and receivables calculated using the effective interest method is recognised in the statement of profit or loss as part of revenue from continuing operations.
Impairment
The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
Assets carried at amortised cost
For loans and receivables, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument's fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.
Payables
Payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. The amounts are unsecured and are classified as current liabilities if payment is due within one year. If not they are presented as non-current liabilities.
Payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary Shares and Founder Shares are recorded at nominal value and proceeds received in excess of nominal value of shares issued, if any, are accounted for as share premium. Both share capital and share premium are classified as equity. Costs incurred directly to the issue of shares are accounted for as a deduction from share premium, otherwise they are charged to the income statement.
3. Business Segments
For the purpose of IFRS8, the Chief Operating Decision Maker "CODM" takes the form of the board of directors. The Directors are of the opinion that the business of the Group comprises a single activity, being the identification and acquisition of target companies or businesses in the media and technology sectors.
4. SHARE CAPITAL
Each Ordinary Share ranks pari passu for Voting Rights, dividends and distributions and return of capital on winding up.
On 29 January 2015, the Group was incorporated and had an issued share capital of one hundred (100) ordinary shares of GBP0.01 each.
On 27 July 2015, an additional 4,375,000 ordinary shares were issued at GBP0.08 per share to the sole shareholder, GSC SICAV plc - GSC Global Fund, for a cash consideration of GBP350,000. As a result, a share capital of GBP43,750 and a share premium of GBP306,250 were recognised.
On 16 September 2015 one Founder Share was issued to the founder, GSC SICAV plc - GSC Global Fund, for a cash consideration of GBP8. As a result, a share capital of GBP0.01 and a share premium of GBP7.99 were recognised. The Founder Share is a separate class which is non-voting and which gives the holder certain rights, including the right to appoint up to three directors until immediately on the occurrence of a Founder Share Conversion Event.
On 18 January 2016 the Group was admitted to trading at the London Stock Exchange. In the context of the IPO the Group issued 16 million shares at GBP0.10 per Ordinary Share, raising GBP 1.6 million.
On 21 April 2016 the Group issued 10,000,000 shares at a price of GBP 0.20 per Ordinary Share, raising GBP 2 million.
On 17 June 2016 the Group issued further 815,000 shares at a price of GBP 0.20 per Ordinary Share, raising GBP 163,000.
All shares have been fully paid in. All Ordinary Shares rank pari passu.
On 31 December 2016, the number of Ordinary Shares authorised for issue was unlimited.
5. CASH AND CASH EQUIVALENTS GBP'000 2016 2015 Cash at bank and in hand 400 139 --------------------- ----- ----- Total cash and cash equivalents 400 139 6. TRADE AND OTHER RECEIVABLES GBP'000 2016 2015 Prepayments 97 10 Receivables 45 - Total trade and other receivables 142 10
The prepayments mainly consist of prepaid expenses for management and accounting fees.
7. FINANCIAL ASSETS GBP'000 2016 2015 ----------------------- ----- ----- Long-term Loans 898 - Rent Deposits 30 - ----------------------- ----- ----- Total Financial Assets 928 -
A long-term loan with a maximum amount of 1.5 million GBP was agreed with Quiptel Hong-Kong Ltd in advance of the planned acquisition of this company to support their working capital needs. The loan accrues interest at 6% per annum payable at the end of a term of 5 years. The rent deposits represent deposits for the office space of the Group.
8. INTANGIBLE ASSETS GBP'000 Licenses Samples Total -------------------------- --------- -------- ------ Cost At 31 December 2015 - - - Additions 812 77 889 Foreign exchange - - - difference -------------------------- --------- -------- ------ At 31 December 2016 812 77 889 Accumulated amortisation At 31 December 2015 - - - Amortisation charged in period (34) - (34) --------------------------- --------- -------- ------ At 31 December 2016 - (34) Carrying amount ========================== ========= At 31 December 2016 778 77 855 =========================== ========= ======== ======
On 20 October 2016, TVMP entered into an agreement with Eastern College Athletic Conference (ECAC) to televise and distribute ECAC games and events within the next four years. A contract value of USD 1 million was agreed, payments were scheduled along the contract time. The asset will be amortised over the 4 year contract period.
Under samples the costs for producing a demo-tape regarding a TV-show in the US are capitalised.
9. TRADE AND OTHER PAYABLES GBP'000 2016 2015 Current -------------------------- ----- ----- Trade and other Payables 233 101 Short-term contractual obligations 224 Accrued expenses 19 36 -------------------------- ----- ----- Total Current 476 137 Non-Current Long-term contractual 467 - obligations Total Non-Current 467 - Total trade and other payables 943 137
Both the short-term as well as the long-term contractual obligations present the scheduled payments of the ECAC-contract (please refer to note 8), short-term payments are due within one year from the reporting date.
As at 31 December 2016, the trade and other payables were classified as financial liabilities measured at fair value through profit or loss. A maturity analysis of the Group's trade payables due in less than one year is as follows:
GBP'000 As at As at
31 December 31 December
2016 2015
--------------- ------------- -------------
0 to 3 months 233 101
3 to 6 months - -
6 months + - -
--------------- ------------- -------------
Total 233 101
---------------- ------------- -------------
10. EMPLOYEE BENEFITS AND EXPENSES
GBP'000 2016 2015
Wages and salaries 86 -
Bonus 82 -
Social insurance expense 10 -
Other personnel expenses 2 -
180 -
------------------------- ----- -----
11. DIRECTOR'S EMOLUMENTS
The three Directors received emoluments of GBP10,000 each, total GBP30,000 during the period under review. The Directors were the key management personnel.
In addition to his role as a director, Gert Rieder as the CEO of the Group also received bonus payments for the successful IPO as well as for the fundraising of GBP 57,500 which are included in note 10. He also received via Icelia AG the following emoluments:
GBP'000 2016 2015
Wages and salaries 52 -
Social security 14 -
Moving Expenses 24 -
Other personnel expenses 20 -
110 -
------------------------- ----- -----
As Gert Rieder was employed via Icelia AG, these expenses were accounted for as management consulting fees under administrative expenses.
12. FINANCE INCOME AND COST GBP'000 2016 2015 Revenues from FX differences 9 - Interest income 15 ------------------------------ ----- ----- Finance income 24 - Bank charges (7) - Expenses from FX differences (15) - Other finance costs (1) - ------------------------------ ----- ----- Finance costs (23) - ------------------------------ ----- ----- 13. TAXATION
The Group is subject to income tax at a rate of nil in Guernsey and around 15% in the US, as at 31 December 2016.
14. LOSS PER SHARE
The calculation for earnings per Ordinary Share (basic and diluted) for the relevant period is based on the profit after income tax attributable to equity Shareholder for the period 1 January 2016 to 31 December 2016 and is as follows:
Loss attributable to equity shareholders
(GBP) (2,130,126)
------------
Weighted average number of ordinary
shares 29,361,509
------------
Loss per ordinary share (GBP) (0.07)
------------
Earnings and diluted earnings per Ordinary Share are calculated using the weighted average number of Ordinary Shares in issue during the period. There were no dilutive potential Ordinary Shares outstanding during the period.
15. FINANCIAL INSTRUMENTS - RISK MANAGEMENT
The Group is exposed through its operations to credit risk and liquidity risk. In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group 's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout this unaudited condensed interim report.
Financial instruments
The financial instruments used by the Group, from which financial instrument risk arises, are cash and cash equivalents of GBP 400,000.
The risk associated with the cash and cash equivalents is that the Group's bank will enter financial distress and be unable to repay the Group its cash on deposit. To mitigate this risk, cash and cash equivalents are only lodged with independent financial institutions designated with minimum rating "A".
The risk associated with loans is that the counterparty will not be able to repay the outstanding interest and debt.
The risk associated with the other payables is that the Group will not have sufficient funds to settle the liability when it falls due. The Directors seek to maintain a cash balance sufficient to meet expected requirements for a period of at least 45 days.
General objectives, policies and processes
The Directors have overall responsibility for the determination of the Group 's risk management objectives and policies. Further details regarding these policies are set out below:
Credit risk
The Group's credit risk arises from cash and cash equivalents with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating "A" are accepted.
The Group had one outstanding loan to Quiptel Hong-Kong Limited, which as of the date of readmission to the London Stock Exchange 27 March 2017, became a 100% indirect subsidiary of the Group.
Liquidity risk
Liquidity risk arises from the Directors' management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
The Directors' policy is to ensure that the Group will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, the Directors seek to maintain a cash balance sufficient to meet expected requirements for a period of at least 45 days.
The Directors have prepared cash flow projections on a monthly basis through to 31 December 2018. At the end of the period under review, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.
16 CAPITAL RISK MANAGEMENT
The Directors' objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. At the date of these unaudited condensed interim report, the Group had been financed by equity. In the future, the capital structure of the Group is expected to consist of borrowings and equity attributable to equity holders of the Group, comprising issued share capital and reserves.
17 SUBSEQUENT EVENTS
On 27 March the Group was re-admitted to trading on the London Stock Exchange. With this Re-admission the Group has acquired the businesses of Quiptel Shen Zhen, Quiptel Hong Kong and Orbital Multi Media Holdings (The Quiptel Group) as well as TeeVee Networks Limited. At the same time the Group raised GBP 4 million in financing from the market and issued 12,000,000 ordinary shares and 4,000,000 preferred shares each at the price of GBP 0.25 per share. The Group's total shares in issue are 55,410,266 ordinary shares and 23,722,685 preferred shares per 27 March 2017.
The Quiptel Group acquisition
The Group has acquired the Quiptel Group for a total consideration of GBP 8,500,000. The consideration is paid with the readmission and the issuance of 10,785,713 ordinary shares of GBP 0.01 at GBP 0.35 each and 13,499,997 preferred shares of GBP 0.01 at GBP 0.35 each. In addition to the consideration paid, the Group will pay additional variable cash amounts equal to 30% of the amount by which the consolidated EBITA of Orbital Multi Media Holdings exceeds GBP 2,500,000 for each of the financial years ending 31 March 2016, 2017 and 2018.
The Group has granted an unsecured interest free working capital loan to the Quiptel Group of GBP1,081,000.
All information in relation to the acquisition can be found in the Group's prospectus on its website under http://falconmediahouse.com/assets/downloads/corporate/falcon-acquisitions-limited-prospectus.pdf .
The TeeVee Networks Limited Acquisition
The Group has acquired TeeVee Networks Limited for a consideration of GBP 500,000. The consideration is paid with the readmission and the issuance of 1,428,571 preferred shares of GBP 0.01 at GBP 0.35 each.
All information in relation to the acquisition can be found in the Group's prospectus on its website under http://falconmediahouse.com/assets/downloads/corporate/falcon-acquisitions-limited-prospectus.pdf .
The Group granted an unsecured interest free working capital loan of GBP 80,000 to TeeVee Networks Limited.
18 GROUP STRUCTURE
The group had the following active subsidiary as of 31 December 2016:
Proportion Portion
of ordinary of ordinary
Country shares shares
of incorporation held directly held by
and place Nature by parent the group
Name of business of business (%) (%)
----------------- ------------------- ------------------ --------------- -------------
TeeVee Media
and Production Media production
Ltd. USA company 100 100
----------------- ------------------- ------------------ --------------- -------------
19 ULTIMATE CONTROLLING PARTY
As at 31 December 2016, no one entity owns more than 50% of the issued share capital. Therefore the Group does not have an ultimate controlling party.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
**ENDS**
For more information please contact:
Falcon info@falconmediahouse.com
Gert Rieder
------------------------------- --------------------------------
St Brides Partners Ltd (PR)
Lottie Brocklehurst / Isabel
de Salis / Frank Buhagiar +44 (0) 20 7236 1177
------------------------------- --------------------------------
Nuovo Capital LLP (Financial
Adviser and Joint Broker)
Simon Leathers / Anthony
Rowland +44 (0) 20 3515 0230
------------------------------- --------------------------------
Shard Capital Partners LLP +44 (0) 20 7186 9952
Damon Heath damon.heath@shardcapital.com
Erik Woolgar +44 (0) 20 7186 9964
erik.woolgar@shardcapital.com
------------------------------- --------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
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