Milestone Group PLC Milestone Group Plc : Half-yearly Report

 
TIDMMSG 
 
 
   MILESTONE GROUP PLC 
 
   ("Milestone" or the "Company") 
 
   HALF YEARLY REPORT 
 
   Milestone Group PLC ("Milestone" or the "Company"), the AIM quoted (AIM: 
MSG) provider of digital media and technology solutions, announces its 
half yearly report for the six months ended 31 March 2017. 
 
   Highlights 
 
 
   -- Nexstar JV distributes first Independent Film, Brash Young Turks 
 
   -- Nexstar expanded offering to include BankHub 
 
   -- Post period, Nexstar launches KYC / AML platform 
 
   -- Cooperation agreement signed with the Social Stock Exchange 
 
   -- Launch of unique Alchemy digital media platform at the Apprenticeships 4 
      England event 
 
   -- Launch of Alchemy TV, 24/7 online over-the-top TV streaming service 
 
   -- OnGuard contract renewals and extensions agreed 
 
   -- GBP748,720 raised through Equity Issues during the period and GBP305,000 
      since the period end 
 
   -- Board taking action to recover GBP1.25m from the Company sourced placee 
      from October 2016 placing 
 
 
   Deborah White, Chief Executive, said: 
 
   "The last six months have been the most challenging during my time at 
Milestone, however the opportunities made available via Nexstar's 
innovative and disruptive technology applications continue to attract 
attention from a growing number of market sectors. With additional sales 
and marketing resources to support the Company's revised strategic focus 
it is only a matter of time before their revenue potential becomes 
apparent and the results of our efforts from 2016 begin to manifest." 
 
   For further information: 
 
   Milestone Group PLC 
 
   Deborah White, Chief Executive                        Tel: [phone] 
 
   Cairn Financial Advisers LLP, Nominated Adviser 
 
   Liam Murray / Sandy Jamieson                          Tel: [phone] 
 
   Hybridan LLP, Broker 
 
   Claire Louise Noyce                                   Tel: [phone] 
 
   Walbrook PR Limited, PR 
 
   Gary Middleton / Paul Cornelius / Paul Whittington    Tel: [phone] 
 
   CHIEF EXECUTIVE'S STATEMENT 
 
   The last six months have been the most challenging during my time at 
Milestone. The positive developments and industry momentum built during 
the course of 2016 were halted abruptly in Q4 2016 when GBP1.25 million 
of funding failed to materialise from the Company sourced placee. This 
funding was needed to on-board additional sales and marketing resources 
and was key to the future expansion of the Company. The failure to bring 
in the additional resource put additional pressure on a small team and 
slowed the development of revenues across the board. The Company has 
since concentrated its efforts on seeking an effective resolution to the 
matter, reducing its cost base and supporting the development of its 
subsidiary, Nexstar's growing suite of products and services. Post end 
of period the Company has taken the opportunity to review its strategy 
and has resolved to reposition the primary focus of the business towards 
the provision of technology products primarily within the Financial 
Services and Media arena. As such it will be reducing focus on some of 
its legacy business areas including Passion Project. 
 
   Nexstar 
 
   Nexstar has a clearly defined development roadmap in media and fintech. 
The existing media development continues to gain momentum with Brash 
Young Turks the first independent film distributed through services such 
as Amazon Prime. A growing selection of music artists are using its 
products and services with a new version of the music-publishing 
platform in development, which will allow artists to self-publish. We 
fully expect a good take-up of these platforms as word of their 
efficiency and costs savings filters round the sector and we build a 
marketing team. 
 
   The historical commerce contracts have been brought back on track with 
additional services from the newly released virtual banking suite now 
being added to the services required.  The joint venture continues to 
expand its product offering with BankHub, the cash management platform 
announced in the 30 March 2017 Annual General Meeting Statement, going 
live during the period followed by the more recent announcement of a 
Know Your Customer / Anti-Money Laundering application. Additional 
complimentary developments will be announced soon. 
 
   Passion Project 
 
   During the period, the Passion Project signed a co-operation agreement 
with the Social Stock Exchange and a strategic partnership agreement 
with the Royal College of Arts to work on the Social Design of the 
Passion Project initiative. These agreements demonstrate that the 
commercial opportunities, made possible through cross-sector 
collaboration combined with the potential social outcomes of the Passion 
Project, are of interest to the marketplace. This distribution network 
offers a significant commercial distribution opportunity to the 
developing suite of products made available via Nexstar. 
 
   Milestone Foundation 
 
   Divert, a youth engagement initiative operated by the Milestone 
Foundation in collaboration with the Metropolitan Police is currently 
operating in two London Boroughs. The operation and staffing of this 
initiative is now fully funded for the next 12 months by successful 
grant applications, with further funding being sought to expand across 
all 32 London Boroughs. 
 
   Alchemy 
 
   The Alchemy platform was well received at the Apprenticeships 4 England 
launch event in January 2017 and continues to attract attention from 
charities and corporate clients. The platform is a commercial product 
designed to support the Passion Project partner network, showcase social 
initiatives and engage commercial consumers for the Company's products 
and services. 
 
   Active discussions are ongoing with a number of corporate clients 
interested in using the product for Corporate Social Responsibility 
initiatives and staff engagement and a growing number of charitable 
enquiries are developing as a result. 
 
   OnGuard 
 
   The OnGuard platform products continue to grow in terms of user base, 
with three contract renewals and extensions during the period. In 
January 2017, our security services client in Manchester renewed their 
agreement for a further 12 months, also increasing the contract value 
three-fold. Renewals and annual payments were also received after the 
period for STM Cleaning and Charlton Athletic Community Trust. 
 
   The platform has also been introduced in the management of Divert. 
 
   Disorder Magazine 
 
   Following his appointment as Editor in April 2016, Oliver Horton has 
delivered on his task of  rebuilding the Disorder brand and increasing 
readership numbers, as well as delivering a consistent product to the 
marketplace that could be sold both in hard copy and digitally. 
 
   Winning in the Game of Life 
 
   Winning in the Game of Life has had successful results from the 100 
schools project with consistent feedback supporting the value of the 
materials in delivering improvement in educational learning and 
behavioural issues. The focus has been on attracting a distribution 
partner in the educational sector to take the product to market and 
support the development of Level 2. A version of this material for young 
people is also being made available through the Passion Project for 
trial with the participants of Divert. 
 
   Management Changes 
 
   The Board are making a number of management changes to strengthen and 
support the refocus of the Company's operational and commercial 
activities. In February 2017, David Hill resigned from his position as 
Non-Executive Director following six years with the Company. The Board 
are in the process of appointing a replacement and are in active 
discussions with additional key personnel in support of the revised 
strategy that are anticipated to be announced shortly following 
regulatory due diligence. 
 
   Funding 
 
   During the period, the Company continued to raise funds through the 
issue of shares to support the development of the business. The Company 
raised GBP1,998,720 through the issue of shares for cash and settled 
GBP45,701 of services through the issue of shares. As announced in 
November 2016, GBP1,385,000 of this cash raised did not materialise. 
GBP135,000 has subsequently settled by the Company's Broker, however 
GBP1,250,000 from the Company sourced placee remains outstanding. The 
Board continues to seek a resolution to this situation and expect to 
provide an update in the near future. The Company continues to carefully 
manage its working capital position and is currently considering a 
number of funding opportunities. Further announcements will be made in 
due course. 
 
   Outlook 
 
   Moving forward, the opportunities made available via Nexstar's 
innovative and disruptive technology applications continue to attract 
attention from a growing number of market sectors. With additional sales 
and marketing resources to support the Company's revised strategic focus 
it is only a matter of time before their revenue potential becomes 
apparent and the results of our efforts from 2016 begin to manifest. 
 
   Deborah White 
 
   Chief Executive Officer 
 
   CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
 
 
 
 
                                               Unaudited    Unaudited        Audited 
                                              six months   six months           year 
                                                   ended        ended          ended 
                                                31 March     31 March        30 Sept 
                                                    2017         2016           2016 
                                                     GBP          GBP            GBP 
 
  Revenue                                         22,272       50,408         71,359 
 
  Cost of sales                                  (1,964)     (12,916)       (13,856) 
 
  Gross profit                                    20,308       37,492         57,503 
 

  Other operating income                               -            -          1,738 
 
  Administrative expenses                    (1,153,253)    (780,356)    (1,820,652) 
 
                                             (1,152,882)    (780,356)    (1,818,914) 
 
  Loss from operations                       (1,132,945)    (742,864)    (1,761,411) 
 
  Net Finance income/(expense)                         9            7        (2,104) 
 
 
  Loss before taxation                       (1,132,936)    (742,857)    (1,763,515) 
 
  Taxation charge                                      -            -         96,245 
 
  Total comprehensive loss for the year      (1,132,936)    (742,857)    (1,667,270) 
 
Attributable to equity shareholders of 
 the parent                                  (1,132,936)    (742,857)    (1,667,270) 
 
  Total basic and diluted loss per share          (0.12)       (0.12)         (0.25) 
 
 
   There were no comprehensive income and expense items (2016: nil) other 
than those reflected in the above income statement. All results relate 
to continuing activities. 
 
   CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
 
 
 
 
                                                                Unaudited      Unaudited       Audited 
                                                                six months     six months        year 
                                                                   ended         ended          ended 
                                                                  31March       31March        30 Sept 
                                                                   2017           2016           2016 
                                                        Note        GBP           GBP            GBP 
Non-current assets 
Intangible fixed assets                                                   1              1              1 
                                                                          1              1              1 
 
  Current assets 
Trade and other receivables                                         101,872         67,602        187,836 
Unpaid called up share capital                                    1,250,000              -              - 
Cash and cash equivalents                                            33,794        119,430        128,462 
                                                                  1,385,666        187,032        316,298 
Current liabilities 
Trade and other payables                                        (1,346,944)    (1,942,442)    (1,201,928) 
Interest-bearing loans                                            (163,027)      (259,647)      (134,027) 
                                                                (1,509,971)    (2,202,089)    (1,335,955) 
 
Net Liabilities                                                   (124,305)    (2,015,056)    (1,019,656) 
 
 
  Capital and reserves attributable to equity holders 
  of the company 
 
  Share capital                                            4      1,082,141        625,163        783,998 
Share premium account                                            16,831,053     13,669,203     15,073,350 
Shares to be issued                                                  29,695        609,500         63,081 
Merger reserve                                                   11,119,585     11,119,585     11,119,585 
Capital Redemption Reserve                                        2,732,904      2,732,904      2,732,904 
Retained losses                                                (31,919,683)   (30,771,411)   (30,792,574) 
 
  Total Equity                                                    (124,305)    (2,015,056)    (1,019,656) 
 
 
   CONSOLIDATED STATEMENT OF CASH FLOWS 
 
 
 
 
                                                   Unaudited       Unaudited        Audited 
                                                   six months      six months         year 
                                                      ended           ended          ended 
                                                  31 March 2017   31 March 2016   30 Sept 2016 
                                                       GBP             GBP            GBP 
 
  Loss for the period                              (1,132,936)      (742,857)      (1,667,270) 
Adjustments for: 
Amortisation of intangible assets                             -          18,913         18,913 
 
Net bank and other interest (income) / charges                9               7          2,104 
Issue of share options / warrant charge                   5,827          20,628        883,878 
Services settled by the issue of shares                  57,126          30,619         45,799 
 
  Net (loss) before changes in working capital      (1,069,974)       (672,690)      (716,576) 
Decrease / (increase) in trade and other 
receivables                                              85,965         (4,124)      (124,358) 
Increase in trade and other 
 payables                                               144,997         167,976      (572,523) 
 
  Cash from operations                                (839,012)       (508,838)    (1,413,457) 
 
  Interest received                                           9               7             19 
Interest paid                                                 -               -          (623) 
 
 
Net cash flows from operating activities              (839,003)       (508,831)    (1,414,061) 
 
  Financing Activities 
Issue of ordinary share capital                         715,335         382,646      1,424,028 
Repayment of loan                                      (25,000)               -       (65,000) 
New loans raised                                         54,000         153,120         91,000 
Net cash flows from financing activities 
                                                        744,335         535,766     1,450,028 
 
 
  Net increase / (decrease) in cash                    (94,668)          26,935         35,967 
Cash and cash equivalents at beginning of 
 period                                                 128,462          92,495         92,495 
Cash and cash equivalents at end of period 
                                                         33,794         119,430        128,462 
 
 
   NOTES TO THE HALF YEARLY REPORT 
 
   1.              General information 
 
   The principal activity of Milestone Group PLC ("Milestone" or "the 
Company") and its subsidiaries (together "the Group") is the provision 
of multimedia and technology solutions. 
 
   Milestone is the Group's ultimate parent company and is incorporated in 
the United Kingdom with registration number 4689130. Milestone is 
domiciled in the United Kingdom and has its registered office at 1(st) 
Floor, 2 Royal Exchange, London EC3V 3DG, and this is its principal 
place of business. 
 
   Milestone's shares are quoted on the AIM market of the London Stock 
Exchange. 
 
   Milestone's consolidated financial statements are presented in Pounds 
Sterling (GBP). 
 
   This consolidated financial information has been approved for issue by 
the Board of Directors on 29 June 2017. 
 
   2.              Basis of preparation 
 
   The financial information in the half yearly report has been prepared 
using the recognition and measurement principles of International 
Accounting Standards, International Financial Reporting Standards and 
Interpretations adopted for use in the European Union (collectively 
Adopted IFRSs). The principal accounting policies used in preparing the 
half yearly report are those the Group expects to apply in its financial 
statements for the year ending 30 September 2017 and are unchanged from 
those disclosed in the Group's Directors' Report and consolidated 
financial statements for the year ended 30 September 2016. 
 
   The financial information for the six months ended 31 March 2017 and the 
six months ended 31 March 2016 is unaudited and does not constitute the 
Group's statutory financial statements for those periods. The 
comparative financial information for the full year ended 30 September 
2016 has, however, been derived from the audited statutory financial 
statements for that period. A copy of those statutory financial 
statements has been delivered to the Registrar of Companies. 
 
   While the financial figures included in this half-yearly report have 
been computed in accordance with IFRSs applicable to interim periods, 
this half-yearly report does not contain sufficient information to 
constitute an interim financial report as that term is defined in IAS 
34. 
 
   Going concern 
 
   As stated in the accounts for the year to 30 September 2016, the future 
business model of the Group is based around the generation of 
sustainable revenues and profits through strategic partnerships and 
joint ventures and from the Passion Project. As described in the Chief 
Executive's statement, progress has been and continues to be made to 
develop the Group's activities and associated revenues. However, as also 
noted in the 30 September 2016 accounts, the Group needs to raise 
further funds from the placing of shares whilst the revenues and profits 
from these solutions are fully developed. 
 
   During the period the Group has raised funds of GBP1,998,720 through the 
issuing of shares for cash and settled GBP45,701 of services through the 
issue of shares. As stated in the Chairman's statement, GBP1,250,000 of 
this cash has not been received. The Board continues to seek a 
resolution to this situation. Since the period end further funds of 
GBP305,000 have also been raised through further share placements. 
 
   In line with the plans and projections prepared by the Board, the 
Group's activities continue to build, however in accordance with those 
plans, in the short term the Group needs to continue to raise funds from 
a combination of trading and placement of shares to fund its activities. 
 
 
   1. Loss per share 
 
 
   The calculation of the basic loss per share is based on the loss 
attributable to ordinary shareholders divided by the average weighted 

number of shares in issue during the period. The calculation of diluted 
loss per share is based on the basic loss per share, adjusted to allow 
for the issue of shares and the post tax effect of dividends and 
interest, on the assumed conversion of all other dilutive options and 
other potential ordinary shares. 
 
   There were 174,189,116 share options and 110,931,460 share warrants 
outstanding at 31 March 2017 (2016: 104,042,000 and nil), however the 
figures have not been adjusted to reflect conversion of these share 
options as the effects would be anti-dilutive. 
 
 
 
 
                       Weighted                                             Weighted 
Loss for 6 months to    average                      Loss for 6 months to    average 
    31 March 2016      number of   Per share amount      31 March 2016      number of   Per share amount 
         GBP            shares          (pence)               GBP            shares          (pence) 
    (1,132,936)       975,529,255       (0.12)            (742,857)        607,057,128       (0.12) 
 
 
 
   4.              Share Capital 
 
 
 
 
                                       31 March                    30 Sept 
                                          2017                       2016 
                           Number         GBP         Number         GBP 
Authorised 
Ordinary shares of 
 0.1p                   2,267,095,595  2,267,096   2,267,095,595   2,267,096 
                        2,267,095,595  2,267,096   2,267,095,595   2,267,096 
Allotted, called up 
and fully paid 
Ordinary shares of 
 0.1p                   1,082,141,411  1,082,141     783,997,982     783,998 
                        1,082,141,411  1,082,141     783,997,982     783,998 
 
 
   On 31 October 2016, the Company issued 92,333,332 ordinary shares at a 
price of 1.5 pence per share for a cash consideration of GBP1,385,000. 
As announced on 9 November 2016, the Company did not receive the 
funding. As announced on 13 December 2016 and 27 February 2017, the 
Company has now received GBP135,000 and continues to seek a resolution 
for the remainder. 
 
   On 4 November 2016, the Company issued 48,333,334 ordinary shares at a 
price of 1.5 pence per share for a cash consideration of GBP72,500 and 
4,570,093 ordinary shares at a price of 1 penny per share for the 
settlement of outstanding trade payables of GBP45,700.93. 
 
   On 13 December 2016, the Company issued 196,406,670 ordinary shares at a 
price of 0.3 pence per share for a cash consideration of GBP541,220. 
 
   5.         Note to the Consolidated Statement of Cash Flows 
 
   In addition to the cash flow statement, there is a non-cash transaction 
of GBP1,250,000 relating to the defaulting placement in October 2016. 
83,333,332 ordinary shares were issued at a price of 1.5 pence per 
share. Funding has not been received for this share issue. 
 
   6.         Availability of the Half Yearly Report 
 
   Copies of the half yearly report are available to shareholders on the 
Company's website at www.milestonegroup.co.uk and from Milestone's 
registered office: 1st Floor, 2 Royal Exchange Steps, London EC3V 3DG. 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Milestone Group PLC via Globenewswire 
 
 
  http://www.milestonegroup.co.uk/ 
 

(END) Dow Jones Newswires

June 30, 2017 02:00 ET (06:00 GMT)

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