We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for Free to get streaming real-time quotes, interactive charts, live options flow, and more.
| 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 Apr 2019 to Apr 2024
TIDMFAL
RNS Number : 4898A
Falcon Media House Limited
28 December 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
For Immediate Release
28.12 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 6-month period ending 30 September 2017.
Chairman's Statement
Since coming back to market in March 2017, Falcon has demonstrated the potential of Quiptel's patented software technology in securing three global partner agreements to deliver OTT services in Africa and Asia. In May 2017, the first agreement was signed with Verimatrix, a specialist in revenue security solutions, to deliver the first secure OTT service in West Africa. In July 2017, agreements were signed with Media Nucleus, a well-established digital and broadcast technology products company, and LaserNet Group, experts in digital and broadcast technologies, to deliver OTT services to millions of users across Africa and Asia. In June 2017, a MoU with TATA Communications (UK) Limited was signed to collaborate on OTT services aimed at brands, content creators, content catalogues and rights holders. The MoU with Tata is in line with Falcon's strategy to establish Q-flow as the leading enabling technology that powers the rapidly expanding OTT streaming market. In June, Falcon launched a beta version of a dedicated sports service together with The Eastern College Athletic Conference ("ECAC").
As a result of these partner agreements, Falcon signed a commercial licensing agreement with Africa Enterprise Media Group, the media arm of LaserNet Group, to supply software technology and brand assets for a direct-to-consumer OTT service in Africa. This service is expected to receive significant number of subscribers within the next years.
Following on the partnership agreement signed with MediaNucleus and a follow up visit, we see a positive outlook in the market with the Multiple System Operators (MSOs), who have a real need for an OTT platform in the region and to extend beyond India as well. The total MSO market in India is about 100 million subscribers, with a further significant potential of tapping into the Indian mobile OTT opportunity of 700 million subscribers.
This was validated through interviews with trade press which resulted in positive follow ups and we look forward to announcing wins in the next weeks.
The potential of the Company's technology to disrupt the existing industry was further endorsed with the appointment of the highly successful US tech and media guru, Diane McGrath, as the Falcon Media House Chief Strategy Officer in June 2017.
As the technology focus tightens, the Falcon Board has taken the opportunity to restructure the Company's interest in the Teevee Makers division. Teevee Makers has become a Newco, totally independent of the Falcon Media House group. As part of the new set-up, Teevee Makers has assumed responsibility for the ECAC service under a new commercial licensing agreement. The ECAC service was launched in November 2017, with Quiptel as a technology supplier. By moving to a licence and revenue sharing model, the Company has reduced its financial exposure whilst maintaining significant growth potential.
Going forward, Quiptel's technology and software patents will now drive the Company's primary business focus. This strategic refinement simplifies the Company's offering, where the Falcon Board see significant potential to provide a clear path to market for global brands, operators and rights-holders that are under-served by existing providers.
We believe that sharpening our strategic focus on our proprietary technology will benefit Falcon, its customers and shareholders both in the short and long term. We recognise, as do our customers, that the best returns for the Company, in the fast-paced and dynamic video streaming market, will come from accelerating the development of our core Quiptel technology, which has already generated significant interest. The first signed deals are a clear validation of our new technology strategy.
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
28.12 2017
Interim Management Report
Condensed Consolidated Statement of Financial Position
The condensed consolidated statement of financial position as at 30 September 2017 is set out below.
Hot Features
Premium
As at As at
30 September 31 March
2017 2017
Unaudited Audited
Note GBP'000 GBP'000
Assets
Current Assets
Cash and cash equivalents 6 1,486 3,232
Prepayments 7 47 105
Other receivables 7 131 60
Total Current Assets 1,664 3,397
Non-Current Assets
Financial Assets 9 31 29
Fixed Assets 8 16 16
Intangible Assets 10 7,042 9,137
Total Non-Current Assets 7,089 9,182
Total Assets 8,753 12,579
Condensed Consolidated Statement of Financial Position (continued)
As at As at
30 September 31 March
2017 2017
Unaudited Unaudited
Note GBP'000 GBP'000
Equity and Liabilities
Capital and Reserves
Share Capital 5 791 791
Share Premium 5 13,889 13,889
Accumulated Deficit (7,975) (3,707)
Translation Reserve (345) (33)
Total Equity attributable
to Equity Holders 6,360 10,940
Current liabilities
Other Short-term Payables 11 134 748
Trade and other Payables 11 732 481
Accrued Expenses 11 77 50
Total Current Liabilities 943 1,279
Long-term Payables 11 - 360
Long-term Financial Liabilities 11 1,450 -
Total Non-Current Liabilities 1,450 360
Total equity and liabilities 8,753 12,579
As approved and authorised for issue by the Board of Directors on 14 December 2017 and signed on its behalf by:
Gert Rieder
Executive Chairman
Condensed Consolidated Statement of Comprehensive Income
The condensed consolidated statement of comprehensive income for the period from 1 April 2017 to 30 September 2017 is set out below:
Period Period
ended ended
30 September 30 June
2017 2016*
Note GBP'000 GBP'000
Revenue 232 -
Personnel expenses 13 (843) (65)
Administrative expenses (1,105) (595)
Depreciation & Amortisation (534)
Impairment 10 (403) -
Operating loss (2,653) (660)
Finance cost 16 (74) (4)
Financial income, net (74) (4)
Extraordinary income 13 -
Non-operating income, net 13 -
Loss before income taxes (2,714) (664)
Income tax expense 17 - -
Loss after taxation (2,714) (664)
Loss for the period from
continued operations (2,714) (664)
Loss for the period from
discontinued operations 24 (1,554) -
Loss for the period (4,268) (664)
Other comprehensive income:
Items that may be reclassified
subsequently to profit or
loss:
Currency translation differences (312) -
Total comprehensive loss
attributable to owners of
the parent (4,580) (3,664)
Loss per share
Basic and diluted 18 (0.10) (0.06)
*30 June 2016 is the latest comparable interim
reporting period before a change in accounting
reference date 31 March.
Condensed Consolidated Statement of Changes in Equity
The condensed consolidated statement of changes in equity is set out below:
Share Share Trans-lation Accu-mulated Total
capital Premium reserve deficit
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 January
2016 44 137 - (169) 12
Loss for the period - - - (3,538) (3,538)
Translation reserve - - (33) - (33)
Total comprehensive
loss - - (33) (3,538) (3,571)
Issue of Ordinary
Shares (net of
expenses) 510 8,547 - - 9,057
Issue of Preferred
Shares (net of
expenses) 237 5,205 - 5,442
As at 31 March
2017 791 13,889 (33) (3,707) 10,940
Loss for the period - - - (4,268) (4,268)
Translation reserve - - (312) - (312)
Total comprehensive
loss - - (312) (4,268) (4,580)
As at 30 September
2017 791 13,889 (345) (7,975) 6,360
Share capital comprises the Ordinary Shares and the Preferred Shares issued by the Group. Please see Note 5 for further details. At 11 August 2017 the Founder Share was redeemed for a for cash consideration of GBP 8.00.
Share premium has been reduced by a total of GBP260,000 for expenses in relation to the issue of Ordinary Shares on admission of the Company to the London Stock Exchange's main market in 2016. In the context of the Quiptel acquisition, issue of new shares, as well as the respective re-admission, a further GBP351,000 of expenses were charged against share premium.
Condensed Consolidated Statement of Cash Flows
The condensed consolidated cash flow statement for the period from 1 April 2017 to 30 September 2017 is set out below:
Period ended Period ended
30 September 30 June
2017 2016
Unaudited Unaudited
GBP'000 GBP'000
Cash flows from operating activities
Loss for the period before
taxation (4,268) (664)
Amortisation 614 -
Write-off / Impairment 1,518
Interest expenditure - -
Operating cash flows before
movements in working capital (2,136) (664)
Increase in prepayments
and other receivables (13) (180)
Increase in trade and other
payables 251 (64)
Decrease of other payables (420) -
Net cash used in operating
activities (2,318) (908)
Investment in Intangible (842) -
Assets
Net cash inflow from investing (842) -
activities
Issue of Shares - 3,763
Expenses in relation to
issue of shares - (150)
Advance on issue of convertible 1,450 -
notes
Net cash generated from
financing activities 1,450 3,613
Net (decrease)/increase
in cash and cash equivalents (1,710) 2,705
Cash and cash equivalents
at beginning of period 3,232 139
Foreign exchange differences (36) -
Cash and cash equivalents
at end of period 1,486 2,843
Notes to the Consolidated Interim Report
1. General information
Falcon Acquisitions Limited (the "Company") was incorporated to acquire companies or businesses with a focus on opportunities in the media and technology sectors.
On re-admission to the London Stock Exchange on 27 March 2017 the name of the Company was changed from Falcon Acquisitions Limited to Falcon Media House Limited.
On that date the Group acquired control of the Quiptel Group and Teevee Networks. Consequently, the Group has taken the decision to first focus on its core technology and secondly to being an integrated Over-The-Top ("OTT") business provider that wants to act as a new distribution opportunity for content providers as well as a provider of a technical platform, together with partners, for third party operators to launch new OTT services. A result of the decision to focus on the core technology first, the former subsidiary Teevee Makers Inc. was sold to the management of the same as a management buyout (MBO) transaction. In addition, the efforts to launch an own B2C OTT platform under the brand of TeeVee were stopped.
OTT platforms deliver audio and video content to customers either over the open internet without a multiple-system operator or via an internet enabled device - smart televisions with a broadband connection, phones, tablets, and set top boxes.
As the accounting date of the acquired Quiptel Group is 31 March, the directors decided to change the accounting reference date of the Company to this date to align with the operations of Quiptel.
The Company was incorporated under the section II of the Companies Law 2008 in Guernsey on 29 January 2015, and is limited by shares and has registration number 59731.
The Company's registered office is located at 1 Le Marchant Street, St Peter Port, Guernsey, GY1 4HP, Channel Islands.
All amounts in the financial statements, for both the current and previous accounting periods, are presented in GBP'000.
2. BASIS OF PREPARATION
The interim condensed consolidated financial statements for the period ended 30 September 2017 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 group's financial position and performance since the last annual consolidated financial statements as at the year ended 31 March 2017.
The results for the period ended 30 September 2017 are unaudited and do not constitute statutory accounts within the meaning of Companies (Guernsey) Law 2008.
The unaudited consolidated financial statements for the period ended 30 September 2017 have adopted accounting policies consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 March 2017.
The comparative financial information presented as at 31 March has been derived from the audited financial statements for that period. The auditor's report on those financial statements included an emphasis of matter on going concern, without qualifying the auditor's report.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires the Group to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, results and related disclosures. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.
The estimates and judgments that have a significant impact on the carrying amounts of assets and liabilities are addressed below:
- Intangible Assets: the group holds several intangible assets as further described in Notes 10. Management has assessed the expected contribution to be generated from these intangible assets and deemed that two adjustments were required to the carrying values. The recoverable amounts of the assets have been determined based on value in use calculations which require the use of estimates and judgments. Management will reassess the valuations and estimated useful lives on a regular basis.
- Going Concern: The Group is loss making at 30 September 2017 but had net current assets of GBP721k. The Interim Report has been prepared on the basis 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. The assessment has been made based on the Group's economic prospects which have been included in the financial budget for the forthcoming twelve months and for managing their working capital requirements. In assessing whether the going concern assumption is appropriate, management takes into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements. Should the company be unable to continue trading, adjustments would have to be made to reduce the value of the assets to their reasonable amounts, to provide for further liabilities which might arise, and to classify fixed assets as current.
The nature of the business in which the Group operates creates a degree of uncertainty as to the timing and value of new contracts. The Group is in the stage of closing a number of contracts mainly in Asia and Africa, which are expected to lead to revenue in the coming months. As a result of the new strategy and the consequent discontinuation of the Teevee Makers business and the Teevee Networks business, the monthly cash burn could be reduced. Still the Group will not be cash flow positive in the foreseeable future.
The Group finances its current working capital through revenue of existing and new clients as well as through the financing received through the convertible note announced on 17 October 2017, for which it had received an advance of GBP1,450k at the balance sheet date.
As a consequence, the directors are confident that they will be able to raise any additional funds required and/or manage the level of expenditure for the foreseeable future.
Based on the above, the directors have formed a judgment that the going concern basis should be adopted in preparing the financial statements.
4. Business Segments
For the purpose of IFRS 8, the Chief Operating Decision Maker "CODM" takes the form of the board of directors. The Directors are of the opinion that after restructuring and refocusing of the group there is just one business segment which is the development and distribution of OTT streaming software.
5. SHARE CAPITAL
30 September 31 March
2017 2017
Number of Founder Shares - 1
Share Capital (GBP) - 0
Share Premium (GBP)* - 8
Number of Ordinary Shares 55,410,266 55,410,266
Share Capital (GBP) 554,103 554,103
Share Premium (GBP)* 8,683,543 8,683,543
Number of Preferred Shares 23,722,685 23,722,685
Share Capital (GBP) 237,227 237,227
Share Premium (GBP) 5,205,000 5,205,000
Total share capital (GBP) 14,679,873 14,679,881
*Note: including reduction of issue-related expenses
Ordinary Shares
Each Ordinary Share ranks pari passu for Voting Rights, dividends and distributions and return of capital on winding up.
Preferred Shares
Each Preferred Share ranks pari passu for dividends and distributions and returns of capital on winding up. Preferred shares entitle the holders to the same rights as Ordinary Shares, with the difference that Preferred Shares do not have voting rights. The Preferred Shares can be converted into Ordinary Shares at the discretion of the holder and will automatically convert in Ordinary Shares five years after the date of re-admission, which was on 27 March 2017.
Movements in share capital
On 29 January 2015, the Company was incorporated with 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, share capital of GBP43,750 and share premium of GBP306,250 were recognized.
On 16 September 2015, one Founder Share was issued to GSC SICAV plc - GSC Global Fund, for cash consideration of GBP8.00. As a result, share capital of GBP0.01 and share premium of GBP7.99 were recognized. The Founder Share is a separate class of shares 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, at which point the Company issued 16 million Ordinary Shares at GBP0.10 per Ordinary Share, raising a total of GBP1.6 million, consisting of share capital of GBP160,000 and share premium of GBP1,440,000.
On 21 April 2016, the Company issued 10,000,000 Ordinary Shares at a price of GBP0.20 per Ordinary Share, raising GBP2 million, consisting of share capital of GBP100,000 and share premium of GBP1,900,000.
On 17 June 2016, the Company issued a further 815,000 Ordinary Shares at a price of GBP0.20 per Ordinary Share, raising GBP163,000, consisting of share capital of GBP 8,150 and share premium of GBP154,850.
On 27 March 2017, the Company issued 12,000,000 Ordinary Shares at a price of GBP0.25 and 4,000,000 Preferred Shares at a price of GBP0.25, raising a total of GBP 4 million, comprising share capital of GBP160,000 and share premium of GBP3,840,000.
On the same date, 800,000 Ordinary Shares were issued at a price of GBP0.25 pursuant to the Quiptel Management Incentive Plan, comprising share capital of GBP8,000 and share premium of GBP192,000 on acquisition of the Quiptel Group. These shares were issued instead of settling the full liabilities of the Plan.
In conjunction with the acquisition of both the Quiptel Group as well as Teevee Networks the Company issued a further 11,420,166 Ordinary Shares at a price of GBP0.35 and 19,722,685 Preferred Shares at a price of GBP0.35. The Fair Value of both the Ordinary as well as the Preferred Shares was determined at a value of GBP0.22 per share in accordance with IFRS 3. Therefore, a rise in share capital of GBP311,429 and share premium of GBP 6,851,427 was recognized. These shares included shares issued to Nuovo Capital and Digital Realm, as explained in Note 15.
At 11 August 2017, the Founder Share was redeemed for a for cash consideration of GBP 8.00.
All shares have been fully paid up. At 30 September 2017, the number of Ordinary Shares and Preferred Shares authorised for issue was unlimited.
6. CASH AND CASH EQUIVALENTS
GBP'000 30 September 31 March
2017 2017
Cash at bank and in hand 1,486 3,232
Total cash and cash equivalents 1,486 3,232
7. PREPAYMENTS AND OTHER RECEIVABLES
GBP'000 30 September 31 March
2017 2017
Prepayments 47 105
Other receivables 131 60
Total prepayments and
other receivables 178 165
Other receivables mainly consist of an unpaid service invoice with a major customer which was paid by the date of preparation of this report.
8. FIXED ASSETS
GBP'000 Furniture Office Equipment Total
Cost
At 31 March 2017 2 14 16
Additions 5 8 13
At 30 September
2017 7 22 29
Accumulated depreciation
At 31 March 2017 - - -
Depreciation for
the period (3) (7) (10)
Foreign exchange (1) (2) (3)
At 30 September
2017 (4) (9) (13)
Net book value:
At 30 September
2017 3 13 16
9. FINANCIAL ASSETS
GBP'000 30 September 31 March
2017 2017
Rental Deposits 31 29
Total Financial Assets 31 29
10. INTANGIBLE ASSETS
GBP'000 Software Licenses Advertising Brands Goodwill Total
rights
Cost
At 31 March
2017 6,655 797 880 390 495 9,217
Additions 622 220 - - - 842
Disposals (694) (880) (73) - (1,647)
Foreign exchange (350) (19) - (3) - (372)
At 30 September
2017 6,927 304 - 314 495 8,040
Accumulated
amortisation
At 31 March
2017 - (80) - - - (80)
Amortisation
for the period (493) - - (31) - (524)
Impairment - (150) - (253) - (403)
Foreign exchange 13 (4) - - - 9
At 30 September
2017 (480) (234) - (284) - (998)
Carrying amount
at 30 September
2017 6,447 70 - 30 495 7,042
Software
The additions to the Software are due to current software development by internal staff as well as external service provider.
Licenses
With the sale of Teevee Makers the contract with Eastern College Athletic Conference (ECAC) to televise and distribute ECAC games and events was derecognized. The additions include a license for GBP150k in Falcon to support the ECAC App which was neither sold with TVMP nor is further needed in Falcon and therefore was impaired at the date of the sale.
Brands
In accordance with the Board decision to focus on the OTT software and not further invest in the Teevee brand, the brand value was reduced to GBP30k.
Advertising rights
These advertisement rights were part of Teevee Makers and therefore eliminated from the Group balance sheet.
11. TRADE AND OTHER PAYABLES
GBP'000 30 September 31 March
2017 2017
Current
Other Short-term Payables 134 748
Trade and other Payables 732 481
Accrued expenses 77 50
Total Current 943 1,279
Non-Current
Long-term financial liability 1,450 -
Long-term contractual
obligations - 360
Total Non-Current 1,450 360
Total trade and other
payables 2,393 1,639
The reduction on other Short-term payables are mainly related to the payments of the Quiptel Management Incentive Plan. Additionally, the short term as well as the long-term contractual obligations related to the ECAC-contract (please refer to note 10) were derecognized in relation with the sale of TVMP.
The long-term financial liability of GBP1,450k consists of advanced payments that the group already received with regard to the convertible note that was issued on 17 October 2017. For details of this note please see Note 21.
As at 30 September 2017, the trade and other payables were classified as financial liabilities measured at amortised cost. A maturity analysis of the Group's trade payables due in less than one year is as follows:
As at As at
30 September 31 March
2017 2017
GBP'000
0 to 3 months 732 481
3 to 6 months - -
6 months + - -
Total 732 481
12. OPERATING LEASE COMMITMENTS
The group leases office spaces under non-cancellable operating lease agreements. The future aggregate minimum lease payments are as follows:
GBP'000 30 September 31 March
2017 2017
Within 1 year 110 53
Between 1 year and 5 years - -
After 5 years - -
Total 110 53
13. EMPLOYEE BENEFITS AND EXPENSES
GBP'000 30 September 31 March
2017 2017
Wages and salaries 93 229
Work services provided
by contractors 582 29
Bonus paid to directors 45 80
Director Fees 38 38
Social insurance expense 50 25
Other personnel expenses 35 4
843 405
14. RELATED PARTY TRANSACTIONS
The following transactions were carried out with related parties:
Key Management Compensation
The Key Management Personnel are introduced in the section "Board of Directors and Senior Management" on pages 11 to 15 of the Annual Report in March 2017.
Key Management Personnel are remunerated mainly as contractors. The total compensation paid or payable to directors and key management for employment services is shown below:
GBP'000 30 September 30 June
2017 2016
Salaries and other short-term 52 -
employee benefits
Director fees 38 8
Management Bonus 45 58
Termination benefits - -
Post-Employment benefits - -
Other long-term benefits - -
Share-based payments - -
Total 135 66
For payments to the contracting key management personnel please refer to the next section.
Purchase of Services
GBP'000 30 September 30 June
2017 2016
Purchase of Services
- Entities controlled
by key personnel 674 44
Total 674 44
The amount also includes expenses of GBP69k that have been reimbursed by the Group. Included in these figures are the payments made to the Directors.
Year-end balances arising from services
GBP'000 30 September 30 June
2017 2016
Payables
- Entities controlled 273 -
by key personnel
Total 273 -
The payables to related parties arise from expenses or services provided by key management personnel, are due immediately and bear no interest.
15. SHARE BASED PAYMENTS
Share options have been granted to directors, employees and key service providers. The exercise price of the granted options at GBP 0.25 is equal to the conditions of the capital raise in March 2017 when the options were granted. Options are conditional on being a director, employee or consultant to the Group on the respective Vesting Date.
The options are exercisable on the following vesting dates:
- 16(th) of March 2018: 33 % of the option shares - 16(th) of March 2019: 66 % of the option shares - 16(th) of March 2020: 100% of the option shares
The options have a contractual term of 5 years. The Group has no legal or constructive obligation to repurchase or settle the options in cash. Movements in share options are given below:
30 September 30 June 2016
2017
Average Options Average Options
exercise (thousands) exercise (thousands)
price price
in FMH in FMH
per share per share
option option
At 31 March 0.25 11,161 - -
Granted - - - -
Forfeited - - - -
Exercised - - - -
Expired - - - -
At 30 September 0.25 11,161 - -
----------------- ----------- ------------- ----------- -------------
Out of the 11,160,897 outstanding options (June 2016: 0), no options are exercisable.
Share options outstanding at the end of the year have the following expiry date and exercise prices:
exercise Share options
price in (thousands)
FMH per
share option
--------- ----------- --------------
Expiry 31 September 30 June
date - 2017 2016
Grant 16 March
--------- ----------- -------------- ------------- --------
2017-03 2022 0.25 11,161 -
--------- ----------- -------------- ------------- --------
11,161 -
The weighted average fair value of the options granted during the period determined using a Black-Scholes valuation model was 1.06p per option. The significant inputs to the model were the weighted average share price of GBP 0.16 between date of readmission (March 27(th) 2017) and September 30(th) 2017, exercise as shown above, volatility of 20%, expected option life of 5 years and an annual risk-free interest rate of 1.5%. The volatility measured at the standard deviation of continuously compounded share returns is based on statistical analysis of the share price since incorporation. There was no material charge made in the current period.
16. FINANCE INCOME AND COST
GBP'000 30 September 30 June
2017 2016
Exchange differences - -
Interest income - -
---------------------- ------------- --------
Finance income - -
Exchange differences (38) -
Interest expense (23) -
Bank charges (7) -
Other finance costs (6) (4)
---------------------- ------------- --------
Finance costs (74) (4)
---------------------- ------------- --------
17. TAXATION
The Group is subject to income tax at a rate of nil in Guernsey and around 15% in the US, as at 30 September 2017.
Deferred tax has not been provided as the applicable tax rate is 0%.
18. LOSS PER SHARE
The calculation for loss per Ordinary Share (basic and diluted) for the relevant period is based on the loss after income tax attributable to each equity Shareholder for the period from 1 April 2016 to 30 September 2017 as follows:
Loss attributable to equity shareholders
(GBP) (4,268,222)
------------
Weighted average number of ordinary
shares 42,801,234
------------
Loss per ordinary share (GBP) (0.10)
------------
Differentiated between continued and discontinued operations the calculation is as follows:
Continued Discontinued
Operations Operations
------------ -------------
Loss attributable to equity
shareholders (GBP) (3,828,992) (439,230)
Weighted average number
of ordinary shares 42,801,234 42,801,234
------------ -------------
Loss per ordinary share
(GBP) (0.09) (0.01)
------------ -------------
Loss and diluted loss 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.
19. FINANCIAL INSTRUMENTS - RISK MANAGEMENT
The Group is exposed through its operations to foreign currency risk, credit risk and liquidity risk and 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 Annual Report.
Financial instruments
The financial instruments used by the Group, from which financial instrument risk arises, are as follows:
measurement Amount in
GBP'000
Amortized
Cash and Cash Equivalents Cost 1,486
Amortized
Loans and receivables Cost 178
Amortized
Financial Assets Cost 31
Amortized
Other payables Cost (2,393)
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 and the financial assets is that the counterparty will not be able to repay the outstanding interest and debt.
The risk associated with the other payables and liabilities 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.
Foreign currency risk is associated with all of the above balances and results of assets and liabilities denominated in foreign currency. The most relevant currency pair for the business is USD / GBP. The directors are aware of this risk and seek to enter into as little foreign currency risk as possible. The foreign currency positions are regularly monitored by the CFO.
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.
Liquidity risk
The Directors' objectives when managing capital are to safeguard the Company'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 this financial information, the Company had been financed from equity. In the future, the capital structure of the Company is expected to consist of convertible notes and equity attributable to equity holders of the Company. As a result of later than expected revenue inflows the Company does currently not have the liquidity needed to execute its business plan for the next 12 months and this has resulted in a requirement for additional working capital financing. The Directors are therefore in discussions with certain existing shareholders to provide short term working capital finance to bridge the group's working capital requirements.
20. 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 Annual Report, the Group has 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.
21. SUBSEQUENT EVENTS
Subsequent to the period end the following events occurred:
On 17 October 2017, the Company announced the securing of an additional funding via a convertible loan note whose aggregate principal amount of is GBP10 million, of which GBP3.4 million has been issued as of that date. On 1 December 2017 the Group further announced that the convertible note will be closed at the GBP3.4 million.
On 19 October 2017 the Company announced the appointment of Mr. Edgar Wallner and Mr. Dirk Wiedmann as new non-executive directors to the board with immediate effect.
22. GROUP STRUCTURE AND ACQUISITIONS
The Company had the following active subsidiaries as of 30 September 2017:
Name Country Nature Proportion Portion
of incorporation of business of ordinary of ordinary
and place shares shares
of business held directly held by
by parent the group
(%) (%)
Teevee Networks Media content
Ltd. UK company 100 100
Orbital Multi British
Media Holdings Virgin Holding
Ltd Islands company 100 100
Quiptel Hong
Kong Ltd Hong Kong OTT operations - 100
IT research
Quiptel Shenzhen and development
Co. Ltd China center - 100
Quiptel UK IT Sales
Ltd UK and operations - 100
23. ULTIMATE CONTROLLING PARTY
As at 30 September 2017, no single entity owned more than 50% of the issued share capital. Therefore the Company does not have an ultimate controlling party.
24. DECONSOLIDATION OF TEEVEE MAKERS
The pre-tax loss recognised on the disposal of Teevee Makers was GBP1,554k as per 19 September 2017.
The date of signing the sale and purchase agreement was the 19 September 2017, which was also the date of the loss of control. As the loss of control happened on 19 September 2017, the figures as of this date have been used for the deconsolidation.
The assets and liabilities related to Teevee Makers that have been disposed of have been presented at Fair Value.
GBP'000 19 September 2017 Operating cash flows (415) Investing cash flows - Financing cash flows from parent 295 Total cash flows (120) ---------------------- ------------------
Assets of Teevee Makers
GBP'000 19 September
2017
------------------ -------------
Financial Assets 7
Intangibles 1,647
Trade and other
receivables 135
Cash and cash
equivalents 16
------------------- -------------
Total 1,805
------------------- -------------
Liabilities of Teevee Makers
GBP'000 19 September
2017
------------------------ -------------
Short-term payables (210)
Long-term liabilities* (2,507)
Total (2,717)
------------------------- -------------
* Thereof liability to holding company: GBP2,157k
Analysis of the result of Teevee Makers:
GBP'000 19 September
2017
----------------- -------------
Revenue -
Expenses (439)
------------------ -------------
Loss before tax (439)
Tax -
------------------ -------------
Loss after tax (439)
------------------ -------------
Analysis of the result of discontinued operations:
GBP'000 19 September
2017
---------------------------------- -------------
Loss of deconsolidation (1,115)
Loss before tax in Teevee Makers (439)
----------------------------------- -------------
Loss before tax of discontinued
operations (1,554)
Tax -
----------------------------------- -------------
Loss after tax of discontinued
operations (1,554)
----------------------------------- -------------
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 Media House Gert Rieder info@falconmediahouse.com Limited Nuovo Capital LLP Anthony Rowland (Financial Adviser Simon Leathers and Joint Broker) Shard Capital Partners LLP ======================= ================ ==========================
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR OKFDDNBDDFBB
(END) Dow Jones Newswires
December 28, 2017 10:30 ET (15:30 GMT)
1 Year Falcon Chart |
1 Month Falcon Chart |
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
