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FAL Falcon

0.75
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
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

Falcon Acquisitions Limited Interim Results (4683J)

12/09/2016 7:00am

UK Regulatory


Falcon (LSE:FAL)
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TIDMFAL

RNS Number : 4683J

Falcon Acquisitions Limited

12 September 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

For Immediate Release

12 September 2016

Falcon Acquisitions Limited

("Falcon" or the "Company")

Interim Results

Falcon Acquisitions, the LSE listed investment company focused on investments in the over-the-top ("OTT") market, is pleased to announce its interim results for the period ended 30 June 2016.

Highlights:

   -- Admitted to trading on the London Stock Exchange in January 2016 to identify acquisition opportunities in the OTT 
      market (the delivery of audio, video, and other media over the Internet) 
 
   -- Agreed terms for the acquisition of leading Hong Kong based OTT video streaming technology company Quiptel, a 
      subsidiary of Orbital Multi Media Holdings, forming a foundation investment and providing access to the rapidly 
      growing OTT market 
 
          -- Shares suspended from trading on the London Stock Exchange on 25 July 2016 as the acquisition constitutes 
             a reverse takeover 
 
   -- Strong cash position following successful total raise of over GBP4.1 million, enabling Company to progress 
      acquisition of foundation investment and support development of wider OTT service offering 
 
   -- Appointment of Richard Baker as non-executive director bolsters Board and provides high-level experience across 
      key sectors including telecommunications and technology, as the Company enters the next stages of its development 

Interim Management Report

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 Over-The-Top 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, Orbital Multi Media Holdings Corporation ("OMMH") (the "Acquisition") and signed a conditional agreement after the period end. Although this resulted in the Company's shares being suspended from the London Stock Exchange on 25 July 2016, pending the publication of a Prospectus, the Directors are excited about finalising this transaction and the Company relisting with an acquisition from which significant value for shareholders can be generated.

Having successfully raised GBP163,000 in June, 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 GBP664,000 in the first six months of 2016, with a large proportion of this related to the due diligence and preparation for the potential reverse take-over currently being pursued.

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.

There continues to be a marked difference in viewer habits and the OTT market is leading the way in a tangible shift towards a preference for greater flexibility and choice in access to media content. The OTT market is forecast to reach US$31.6 billion by 2019 and the Directors believe that the OMMH acquisition, once completed, will provide a platform from which to capitalise on this exciting uplift and to build a scalable business to generate sustainable free cash flow over time. The biggest risk facing the Company in the remaining six months of the financial year is the completion of the Acquisition and relisting on the LSE, at which point Falcon will become an operating business. The Directors believe, based on the level of due diligence undertaken, that this risk has been mitigated as far as it is possible.

Gert Rieder

Executive Chairman

Condensed Statement of Financial Position

The condensed statement of financial position as at 30 June 2016 is set out below:

 
                                            As at 30 
                                           June 2016          As at 
                                                        31 December 
                                                               2015 
                                         (unaudited)      (audited) 
                                 Note        GBP'000        GBP'000 
 Assets 
 Current assets 
 Cash and cash equivalents                     2,844            139 
 Prepayments                                     175             10 
 Total Current assets                          3,019            149 
 
 Non-Current Assets 
 Other debtors                                    15              - 
 Total Non-Current assets                         15              - 
 
 Total Assets                                  3,034            149 
 
 Equity and liabilities 
 Capital and reserves 
 Share capital                    4              312             44 
 Share premium                                 3,482            137 
 Accumulated deficit                           (833)          (169) 
 Total equity attributable 
  to equity holders                            2,961             12 
 
 Current liabilities 
 Trade and other payables                          -             93 
 Other creditors                                   -              8 
 Accruals                                         73             36 
 Total current liabilities                        73            137 
 
 Total equity and liabilities                  3,034            149 
 

Condensed Statement of Comprehensive Income

The condensed statement of comprehensive income of the Company for the first six month period from 1 January 2016 to 30 June 2016 is set out below:

 
                                                    Period ended 
                                    Period ended 
                                         30 June 
                                            2016    30 June 2015 
                                     (unaudited)     (unaudited) 
                             Note        GBP'000         GBP'000 
 Personnel expenses                         (65)               - 
 Administrative expenses                   (595)            (54) 
                                   -------------  -------------- 
 Operating loss and loss 
  on ordinary activities 
  before taxation                          (660)            (54) 
 
 Finance cost                                (4)               - 
                                   -------------  -------------- 
 Loss before income taxes                  (664)            (54) 
 
 Income tax expense                            -               - 
                                   -------------  -------------- 
 Loss after taxation                       (664)            (54) 
 
 Loss for the period                       (664)            (54) 
 Other comprehensive                           - 
  income                                                       - 
                                   -------------  -------------- 
 Total comprehensive 
  loss attributable to 
  owners of the parent                     (664)            (54) 
                                   -------------  -------------- 
 
 Loss per share 
 Basic and diluted            5           (0.06)      (1,199.44) 
 

Condensed Statement of Changes in Equity

The statement of changes in equity of the Company from the date of incorporation on 29 January 2015 to 30 June 2016 is set out below:

 
                            Share     Share    Accumulated   Total 
                            capital   Premium    deficit 
                            GBP'000   GBP'000      GBP'000  GBP'000 
 
On incorporation on                                      - 
 29 January 2015                  -         -                     - 
                           --------  --------  -----------  ------- 
Loss for the period               -         -         (54)     (54) 
                           --------  --------  -----------  ------- 
Total comprehensive 
 loss for the period              -         -     (54)         (54) 
 
Transaction with owners          44       306            -      350 
                           --------  --------  -----------  ------- 
Total transaction with 
 owners                          44       306            -      350 
 
As at 30 June 2015               44       306         (54)      296 
                           --------  --------  -----------  ------- 
Loss for the period               -         -        (115)    (115) 
IPO cost related to 
 issuance of new shares           -     (169)       -         (169) 
                           --------  --------  -----------  ------- 
Total comprehensive 
 loss for the period              -     (169)     (115)       (284) 
 
Transaction with owners           -         -            -        - 
                           --------  --------  -----------  ------- 
Total transaction with                                   - 
 owners                           -         -                     - 
 
As at 31 December 2015           44       137        (169)       12 
                           --------  --------  -----------  ------- 
Loss for the period               -         -        (664)    (664) 
                           --------  --------  -----------  ------- 
Total comprehensive 
 loss for the period              -         -        (664)    (664) 
                           --------  --------  -----------  ------- 
 
Transaction with owners         268     3,345            -    3,613 
                           --------  --------  -----------  ------- 
Total transaction with 
 owners                         268     3,345            -    3,613 
                           --------  --------  -----------  ------- 
 
As at 30 June 2016              312     3,482        (833)    2,961 
                           --------  --------  -----------  ------- 
 
 

Share capital comprises the Ordinary Shares and the Founder Share issued by the Company.

Share premium has been reduced by a total of GBP282k as expenses in relation to the issue of ordinary shares on admission to the London Stock Exchange's main market. In 2015 GBP169k was recognised and a further GBP113k has been recognised in the first six months of 2016. In addition to these costs, which were related to the Initial Public Offering of the Company, the share premium was reduced by GBP38k. These were costs for the capital provided by investors for the secondary funding and the consequent new issuance of shares on 21 April 2016.

Retained earnings represent the aggregate retained earnings of the Company.

Condensed Statement of Cash Flows

The cash flow statement of the Company for the first six month period from 1 January 2016 to 30 June 2016 is set out below:

 
 
                                         Period ended   Period ended 
                                              30 June        30 June 
                                                 2016           2015 
                                          (unaudited)    (unaudited) 
                                              GBP'000        GBP'000 
 
 Cash flow from operating activities 
 Loss for the period before 
  taxation                                      (664)           (54) 
 
 Operating cash flows before 
  movements in working capital                  (664)           (54) 
 Increase in receivables                        (180)              - 
 Increase in accounts payable 
  and accrued liabilities                        (64)              - 
                                       --------------  ------------- 
 Net cash used in operating 
  activities                                    (908)           (54) 
 
 Issue of Shares                                3,763            350 
 Expenses in relation to issue 
  of shares                                     (150)              - 
 Net cash generated from financing 
  activities                                    3,613            350 
 
 Net increase in cash and cash 
  equivalents                                   2,705            296 
                                       ==============  ============= 
 
 Cash and cash equivalent at 
  beginning of period                             139              - 
 Cash and cash equivalent at 
  end of period                                 2,843            296 
                                       ==============  ============= 
 

Notes to the Interim Report

   1.        General information 

The Company 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 Company seeks to make one or more acquisitions of companies or businesses with a focus on opportunities in the media and technology sectors.

The Company's registered office is located at 55 Mount Row, St Peter Port, Guernsey, GY1 1NU, Channel Islands.

   2.        BASIS OF PREPARATION 

The interim condensed unaudited financial statements for the period ended 30 June 2016 have 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 Company'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 30 June 2016 are unaudited.

The condensed unaudited financial statements for the period ended 30 June 2016 have adopted accounting policies consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 December 2015.

   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 Company 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 Company 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 Company was admitted to trading at the London Stock Exchange. In the context of the IPO the Company issued 16 million shares at GBP0.10 per Ordinary Share, raising GBP 1.6 million.

On 21 April 2016 the Company issued 10,000,000 shares at a price of GBP 0.20 per Ordinary Share, raising GBP 2 million.

On 17 June 2016 the Company 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 30 June 2016, the number of Ordinary Shares authorised for issue was unlimited.

   5.         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 from incorporation on 29 January 2015 to 30 June 2015 and for the first six month period from 1 January 2016 to 30 June 2016 is as follows:

Per 30 June 2015:

 
 Loss attributable to equity shareholders 
  (GBP)                                        (54,260) 
                                            ----------- 
 
 Weighted average number of ordinary 
  shares                                            100 
                                            ----------- 
 
 Loss per ordinary share (GBP)               (1,199.44) 
                                            ----------- 
 

Capital for an increase in share capital was paid in June 2015. The corresponding issuance of shares took place in July 2015.

Per 30 June 2016:

 
 Loss attributable to equity shareholders 
  (GBP)                                       (664,201) 
                                            ----------- 
 
 Weighted average number of ordinary 
  shares                                     11,886,521 
                                            ----------- 
 
 Loss per ordinary share (GBP)                   (0.06) 
                                            ----------- 
 

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.

   6.         SUBSEQUENT EVENTS 

On 25 July 2016, the Company informed the market that it is involved in a potential reverse takeover activity. As a result the FCS has temporarily suspended the Company's shares from trading.

   7.         ULTIMATE CONTROLLING PARTY 

As at 30 June 2016, no one entity owns greater than 50% of the issued share capital. Therefore the Company does not have an ultimate controlling party.

**ENDS**

For more information visit www.falconacquisitions.com or enquire to:

 
 Falcon Acquisitions Limited 
                                +44 (0) 75 0187 
 Gert Rieder                               8385 
 St Brides Partners Ltd (PR) 
 Lottie Brocklehurst, Frank     +44 (0) 20 7236 
  Buhagiar                                 1177 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR LLFSVADIAIIR

(END) Dow Jones Newswires

September 12, 2016 02:00 ET (06:00 GMT)

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