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MXCP Mxc Capital Limited

48.00
0.00 (0.00%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Mxc Capital Limited LSE:MXCP London Ordinary Share GG00BGK3LD00 ORD NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 48.00 43.00 53.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

MXC Capital Limited Interim Results (4244N)

09/05/2018 7:01am

UK Regulatory


Mxc Capital (LSE:MXCP)
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RNS Number : 4244N

MXC Capital Limited

09 May 2018

MXC Capital Limited

("MXC", the "Company" or the "Group")

Interim results for the six months ended 28 February 2018

MXC Capital Limited (AIM: MXCP), the AIM quoted technology focused adviser and investor, announces results for the six months ended 28 February 2018.

Highlights

-- Strong balance sheet, net assets GBP63.2 million as at 28 February 2018 (H1 2017: GBP63.5 million)

   *   Total realisations of GBP2.3 million during the period. 
   *   Net cash of GBP5.1 million (H1 2017: GBP1.7 million), no borrowings 

-- Net asset value per share 1.88 pence (H1 2017: 1.87 pence) with the underlying portfolio and liquid assets(1) valued at 1.53 pence per share (H1 2017: 1.63 pence)

   --      Two new business ventures: 

* Joint venture with Liberty Global plc signed in November 2017: fee generating in H2, first investment announced post period end

* Partnership with Ravenscroft to advise the GIF Technology & Innovation Cell ("GIF") signed in February 2018: first investments made, fee generating in period

-- Portfolio valued at GBP46.4 million(1) at 28 February 2018 (H1 2017: GBP53.4 million), diminution principally due to decline in valuation of IDE Group Holdings plc ("IDE")

-- Trading EBITDA(2) loss of GBP0.8 million (H1 2017: loss GBP0.9 million), reflecting investment in developing Liberty Global and GIF relationships

-- During and post the period the majority of investee businesses continued to deliver on growth goals:

* Castleton Technology plc ("Castleton") confirmed in line trading for the year ended 31 March 2018 with adjusted EBITDA of not less than GBP5.0 million, representing continued double digit organic growth.

* Tax Systems plc ("Tax Systems") reported results for the year ended 31 December 2017 in line with market expectations with adjusted EBITDA of GBP7.0 million representing growth of 11%

* IDE reported disappointing results for the year to 31 December 2017, management are undertaking an ongoing review of the business

* Sagacity Solutions Limited continued to build its product portfolio and broaden its customer base, with a high level of repeat revenues

* Adept 4 plc reported continued progress in the year to 30 September 2017, with trading EBITDA of GBP1.2 million

-- Board remains confident of driving shareholder value from existing portfolio and new business relationships

(1) represents unaudited valuation based on closing mid-market prices of quoted investments and IFRS valuation of warrants at 28 February 2018 with privately held assets valued at input cost or the latest fundraising valuation, plus outstanding loan capital

(2) Trading EBITDA represents earnings before net finance costs, tax, depreciation and amortisation, non-recurring items, share-based payments and realised and unrealised movements in the fair value of investments

Peter Rigg, Chairman, commented: "The results for the six months show progress with the majority of our existing investments and with both our joint venture with Liberty Global and our role with the technology fund in Guernsey. The Board remains confident that MXC will deliver good returns for shareholders, both from the existing portfolio and from these two exciting new business relationships".

Enquiries:

 
 MXC Capital Limited 
 Ian Smith                       +44(0)20 7965 8149 
 
 Zeus Capital Limited (NOMAD) 
 Giles Balleny                   +44 (0)20 3829 5000 
 
 

About MXC Capital

MXC is a technology focused adviser and investor with a track record of supporting growth companies in the TMT sector. We bring together a deep knowledge of technology, first-hand experience of managing companies in the sector, an ability to make meaningful investments and a highly experienced corporate advisory team in support, all of which we combine to grow shareholder value.

Interim review

The six months to the end of February 2018 have been a busy period, both with our existing investments as well as with two exciting new opportunities that provide an added dimension to our business.

During the six months, the majority of our investments made steady progress with the exception of IDE (formerly Coretx Group Holdings plc) which has significantly underperformed. The value of our investment in IDE decreased by GBP4.2 million during the period and there has been a further fall of c.GBP3.6 million since the period end to the end of April. There has recently been senior management change at the company and we understand the IDE board is fundamentally reviewing the company's business model. We continue to believe that there is meaningful underlying value in the company and post the period end bought shares, increasing our holding in the company to 21.9%.

Other of our investments are performing well, such as our most mature asset, Castleton. During the period, we exercised our options in the business resulting in a cash receipt, post period end, of GBP1.6 million. In April 2018, we raised a further GBP0.5 million by selling shares. The price at which we sold these shares, taking into account the proceeds of the option exercise, represented a 3x return on the cost of our investment in Castleton. We retain a 24.5% interest in the company and continue to believe it has great potential. A more recent investment, Tax Systems, is making steady progress, achieving year-on-year organic and comparable revenue and adjusted EBITDA growth of 10% and 11% respectively, with 90% recurring revenues and 98% cash conversion.

During the period, a great deal of resource was dedicated to making two new investment opportunities a reality. We are proud to have been selected by Liberty Global plc ("Liberty Global"), the world's largest TV and broadband company, to partner with them in a joint venture to build a UK IT services business of scale over the next three years. MXC is receiving fees during the life of the joint venture and a share of the profit on its eventual disposal. Post period end, in April 2018, the joint venture announced its first investment, the acquisition of SICL Limited, a Leeds based, award winning IT infrastructure and network specialist.

Also during the period, we finalised a partnership with Guernsey based investment services group Ravenscroft Limited to act as consultant to a newly launched technology fund, GIF Technology & Innovation Cell (the "GIF"), a protected cell of Guernsey Investment Fund PCC Limited. The GIF has three founding investors, the States of Guernsey, Pula Investments (the family office of Stephen Lansdown) and MXC. MXC is receiving a share of the management and performance fees payable in relation to the fund. The GIF has already made its maiden investments and intends to be an active investor in the technology sector.

The Liberty Global joint venture and the GIF have several characteristics in common. In the first instance, it is a tremendous vote of confidence in MXC's ability to identify and transact in the technology sector that the States of Guernsey and a global company of the stature of Liberty Global have both selected MXC to be their partner. Both opportunities play to MXC's strengths: the IT services sector is one that we know better than most and the broader, mid-sized technology sector is our proven area of expertise. These new relationships also mark an important step change in the MXC model, as co-investing in and advising third party funds affords us access to greater opportunities as well as returns.

At the period end, the company retained GBP5.1 million in cash with no borrowings and a strong balance sheet. A share buyback programme was undertaken in the previous financial year and it is the Board's intention that this should be continued where appropriate. We do not believe that the current level of our share price fairly reflects the quality of our assets or the opportunity for shareholder returns that MXC represents.

The Board remains confident that MXC will deliver good returns for shareholders, both from the existing portfolio and these exciting new business relationships.

Financial Review

Trading Results

The results for the six months reflect trading from each element of the Group's model: its investments, its corporate finance practice and its advisory business.

Revenue

Together, these divisions delivered consolidated revenue for the period of GBP0.3 million (H1 2017: GBP0.6 million). The analysis of revenues and trading by segment is shown in note 2 to these interim statements. The fall in revenue in the period is a result of a change in the Group's operating model whereby certain former partners of the Group are now employed directly by the Group's investee companies rather than by MXC. In addition, significant resources have been invested in securing the agreements with the GIF and Liberty Global and in building the respective investment pipelines. The Group's agreement with the GIF has already begun to generate revenue at the end of the period and the joint venture with Liberty Global has started to generate revenue post period end.

Movement in value of investments

The Group prepares its accounts in accordance with IFRS as adopted by the EU, accounting for its investments under IAS 28. This accounting standard mandates that all changes to the fair value of investments are shown in profit or loss, irrespective of whether those changes are considered short-term or permanent. The Group's profit or loss for any given period is, therefore, directly affected by the period-end share price of its investee companies, which, given the nature of the Group's investee companies, can be quite volatile, especially in the early stages of investment. The Group suffered a fall in the fair value of its investment portfolio in the period of GBP5.0 million (H1 2017: GBP15.7 million), which is directly reflected in the consolidated statement of profit or loss. The movement in the value of investments is detailed in the investments table below.

Administrative expenses

Administrative expenses were incurred in the running of all Group entities and include the cost of the Board and its advisers, and the fees associated with maintaining the AIM listing. The Group has continued to control its costs during the period, whilst retaining the capability to originate and execute investments and transactions for its investee companies and co-investors. Total administrative expenses for the period were GBP1.4 million (H1 2017: GBP3.0 million). The Group's share incentives, implemented in September 2015, have now largely vested and therefore the share-based payments charge in the half year reduced to GBP0.2 million (H1 2017: GBP1.4 million). Excluding this non-cash charge, other administrative expenses fell during the period by GBP0.4 million from GBP1.6 million in H1 2017 to GBP1.2 million in H1 2018. This fall predominantly relates to a reduction in staff costs, as explained in 'Revenue' above.

Trading EBITDA

As any changes in the fair value of the Group's investment portfolio at any given point in time can affect profit or loss significantly, the Board measures the underlying trading performance of the Group excluding the gains or losses on its investments. This is based on a measure of EBITDA (earnings before interest, tax, depreciation and amortisation) before movements in the value of its investments and before certain non-trading items such as share-based payments and one-off items ('Trading EBITDA'). The Trading EBITDA loss for the period to 28 February 2018 was GBP0.8 million (H1 2017: GBP0.9 million). In addition, the Board also measures performance based on the Trading EBITDA stated after one-off gains on the sale of investments acquired for short-term trading where such disposals have been made ('Adjusted EBITDA'), as was the case in the previous financial period. Adjusted EBITDA loss in H1 2018 was GBP0.8 million (H1 2017: profit GBP0.1 million), with the previous period's profit resulting from the disposal of short-term investments.

Loss for the period

After all costs (including the changes in the fair value of investments), together with a tax credit of GBP0.3 million (H1 2017: GBPnil) in relation to the release of a deferred tax provision, the reported Group loss for the period was GBP5.8 million (H1 2017: GBP16.8 million).

Investments

As detailed above, the first half of the year saw MXC sign agreements with Liberty Global and the GIF. During the period, the Group developed its pipeline of potential co-investments with both of these entities and since the period end, both the GIF and the Liberty Global have made their maiden investments and expect to make further investments in the near-term.

During H1, total proceeds of GBP2.3 million were raised from the disposal of investments and the exercise of options. As at 28 February 2018, GBP0.6 million of these proceeds had been received. The remainder was received on its due date post-period end and is reflected within trade and other receivables in the statement of financial position.

At the half year end, the Group had outstanding loan capital of GBP0.9 million and its investment portfolio was valued at GBP45.5 million as shown in the table below:

 
 
                                                                                       Cost of           Total 
                                                                                   investments      unrealised 
                          Fair value        Change    Disposal/     Fair value         held at     gain/(loss) 
                                  at            in     exercise             at     28 February        as at 28 
                         1 September    fair value     proceeds    28 February            2018        February 
                                2017     in period                        2018                            2018 
                              GBP000        GBP000       GBP000         GBP000          GBP000          GBP000 
---------------------  -------------  ------------  -----------  -------------  --------------  -------------- 
Castleton Technology 
 plc                          13,314           450            -         13,764           5,682           8,082 
Adept 4 plc                    2,767       (1,404)            -          1,363           2,598         (1,235) 
IDE Group Holdings 
 plc                          14,405       (4,240)        (257)          9,908          12,648         (2,740) 
Tax Systems 
 plc                          12,161           152            -         12,313          10,054           2,259 
Redcentric plc                   150           (2)        (148)              -               -               - 
Private companies              7,745             -        (193)          7,552           6,750             802 
---------------------  -------------  ------------  -----------  -------------  --------------  -------------- 
Total investments             50,542       (5,044)        (598)         44,900          37,732           7,168 
---------------------  -------------  ------------  -----------  -------------  --------------  -------------- 
Warrants                       2,186            29      (1,662)            553               -             553 
---------------------  -------------  ------------  -----------  -------------  --------------  -------------- 
Total investments 
 and warrants                 52,728       (5,015)      (2,260)         45,453          37,732           7,721 
---------------------  -------------  ------------  -----------  -------------  --------------  -------------- 
 
 

Cash flow

The Group's cash outflow from operating activities in the period was GBP0.6 million (H1 2017: GBP2.5 million) and proceeds from the sale of investments during the half year of GBP0.6 million were received. The net cash balance at 28 February 2018 was GBP5.1 million (31 August 2017: GBP5.1 million).

Net assets

Net assets at the end of the period were GBP63.2 million (28 February 2017: GBP63.5 million).

Unaudited interim consolidated statement of profit or loss

for the six months ended 28 February 2018

 
 
                                        Unaudited    Unaudited 
                                         6 months     6 months    Audited 
                                               to           to    Year to 
                                      28 February  28 February  31 August 
                                             2018         2017       2017 
                                Note       GBP000       GBP000     GBP000 
Continuing operations 
Revenue                                       296          581      1,089 
Realised profit on disposal 
 of short-term investments                      -          985      3,324 
Movement in fair value 
 of investments                  4        (5,015)     (15,675)   (11,242) 
Cost of sales                                (11)         (17)       (41) 
 
Gross loss                                (4,730)     (14,126)    (6,870) 
Other income                                    -          281        281 
Administrative expenses                   (1,378)      (2,959)    (5,194) 
 
Trading EBITDA(1)                           (838)        (878)    (1,644) 
Realised profit on disposal 
 of short-term investments                      -          985      3,324 
Adjusted EBITDA(2)                          (838)          107      1,680 
Non-recurring income included 
 within other income                            -          280        280 
Share-based payments charge                 (187)      (1,430)    (2,329) 
Movement in fair value 
 of investments                           (5,015)     (15,675)   (11,242) 
Depreciation                                 (56)         (74)      (148) 
Amortisation of intangible 
 assets                                      (12)         (12)       (24) 
------------------------------  ----  -----------  -----------  --------- 
 
 
Operating loss                            (6,108)     (16,804)   (11,783) 
Finance income                                 21           47         81 
Finance costs                                (27)         (45)      (106) 
------------------------------  ----  -----------  -----------  --------- 
 
Loss on ordinary activities 
 before taxation                          (6,114)     (16,802)   (11,808) 
Tax credit on profit on 
 ordinary activities                          347            2          6 
------------------------------  ----  -----------  -----------  --------- 
 
Loss for the period                       (5,767)     (16,800)   (11,802) 
------------------------------  ----  -----------  -----------  --------- 
 
Loss per share 
Basic                              3      (0.17)p      (0.49)p    (0.35)p 
Diluted                            3      (0.17)p      (0.49)p    (0.35)p 
------------------------------  ----  -----------  -----------  --------- 
 

(1) earnings from trading activities before interest, tax, depreciation, amortisation, non-recurring items, share-based payments and realised and unrealised movements in fair value of investments.

(2) earnings from trading activities before interest, tax, depreciation, amortisation, non-recurring items, share-based payments and unrealised movements in fair value of investments.

Unaudited interim consolidated statement of financial position

as at 28 February 2018

 
                                                  Unaudited    Unaudited                      Audited 
                                Note            28 February  28 February                    31 August 
                                                       2018         2017                         2017 
                                                     GBP000       GBP000                       GBP000 
Non-current assets 
Intangible assets                                    11,428       11,560                       11,441 
Property, plant 
 and equipment                                           96          258                          185 
Investments                        4                 45,453       51,449                       52,728 
Loans receivable                                        707        1,828                          735 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
                                                     57,684       65,095                       65,089 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
  Current assets 
Trade and other 
 receivables                                          2,124        1,084                          775 
Cash and cash equivalents                             5,063        5,345                        5,075 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
                                                      7,187        6,429                        5,850 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
  Total assets                                       64,871       71,524                       70,939 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
Current liabilities 
Trade and other 
 payables                                             (603)        (796)                        (664) 
Income tax payable                                     (25)      (1,925)                         (15) 
Borrowings                                             (25)      (3,695)                         (45) 
Other financial 
 liabilities                                          (191)        (214)                        (188) 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
                                                      (844)      (6,630)                        (912) 
 
Non-current liabilities 
Borrowings                                              (2)        (111)                         (88) 
Other financial 
 liabilities                                          (826)      (1,016)                        (813) 
Deferred tax liability                                    -        (288)                        (347) 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
                                                      (828)      (1,415)                      (1,248) 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
  Total liabilities                                 (1,672)      (8,045)                      (2,160) 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
  Net assets                                         63,199       63,479                       68,779 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
Capital and reserves 
 attributable to 
 equity holders 
 of the parent 
Share premium                                        59,464       60,061                       59,464 
Share-based payments 
 reserve                                              5,866        4,780                        5,679 
Merger reserve                                     (23,712)     (23,712)                     (23,712) 
Retained earnings                                    21,581       22,350                       27,348 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 
Total equity attributable 
 to the owners of 
 the parent                                          63,199       63,479                       68,779 
--------------------------  --------  ---------------------  -----------  --------------------------- 
 

Unaudited interim consolidated statement of changes in equity

for the six months ended 28 February 2018

 
 
 
                                             Share-based     Merger 
                                   Share        payments    reserve    Retained 
                                 premium         reserve        (1)    earnings      Total 
                                  GBP000          GBP000     GBP000      GBP000     GBP000 
 
    Balance at 1 September 
    2016                          61,936           3,350   (23,712)      39,150     80,724 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
 Loss for the period                   -               -          -    (16,800)   (16,800) 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
 Transactions with owners 
 Issue of share capital            1,200               -          -           -      1,200 
 Purchase of own shares          (3,075)               -          -           -    (3,075) 
 Share-based payments 
  charge                               -           1,430          -           -      1,430 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
                                 (1,875)           1,430          -           -      (445) 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
   Balance at 28 February 
   2017                           60,061           4,780   (23,712)      22,350     63,479 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
 Profit for the period                 -               -          -       4,998      4,998 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
 Transactions with owners 
 Purchase of own shares            (597)               -          -           -      (597) 
 Share-based payments 
  charge                               -             899          -           -        899 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
                                   (597)             899          -           -        302 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
   Balance at 31 August 
   2017                           59,464           5,679   (23,712)      27,348     68,779 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
 Loss for the period                   -               -          -     (5,767)    (5,767) 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
   Transactions with owners 
 Share-based payments 
  charge                               -             187          -           -        187 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
   Balance at 28 February 
   2018                           59,464           5,866   (23,712)      21,581     63,199 
----------------------------  ----------  --------------  ---------  ----------  --------- 
 
 

(1) The merger reserve relates to the acquisition by MXC Capital Limited of its subsidiary, MXC Capital (UK) Limited. This acquisition did not meet the definition of a business combination and therefore fell outside the scope of IFRS 3. The acquisition was accounted for in accordance with the principles of predecessor value method accounting and a merger reserve arises on consolidation.

Unaudited interim consolidated statement of cash flows

for the six months ended 28 February 2018

 
 
                                           Unaudited        Unaudited    Audited 
                                            6 months         6 months    Year to 
                                      to 28 February   to 28 February  31 August 
                                                2018             2017       2017 
                                              GBP000           GBP000     GBP000 
Cash flows from operating 
 activities 
Loss before taxation                          (6,114)        (16,802)   (11,808) 
Adjustments for: 
Realised gain on disposal 
 of short-term investments                         -            (985)    (3,324) 
Movement in fair value of 
 investments                                   5,015           15,675     11,242 
(Profit)/loss on disposal 
 of PPE                                         (17)                -          2 
Share-based payments charge                      187            1,430      2,329 
Net finance (income)/costs                         6              (2)         25 
Depreciation                                      56               74        148 
Amortisation                                      12               12         24 
Decrease/(increase) in trade 
 and other receivables                           318            (136)        187 
Decrease in trade and other 
 payables                                       (40)          (1,583)    (1,474) 
Corporation tax received/(paid)                   10            (166)    (2,012) 
Net cash flows used in operating 
 activities                                    (567)          (2,483)    (4,661) 
------------------------------------  --------------   --------------  --------- 
 
Cash flows from investing 
 activities 
Payments to acquire property, 
 plant and equipment                            (47)                -        (2) 
Proceeds from disposal of 
 property, plant and equipment                     6                -          - 
Purchases of investments                           -          (5,990)    (6,780) 
Proceeds from disposal of 
 investments                                     598            2,611      8,894 
Loans advanced                                     -            (275)      (275) 
Loan repayments received                          39                5      1,003 
------------------------------------  --------------   --------------  --------- 
 
  Net cash flows from/(used 
  in) investing activities                       596          (3,649)      2,840 
------------------------------------  --------------   --------------  --------- 
 
Cash flows from financing 
 activities 
Net proceeds from issue 
 of equity                                         -            1,200      1,200 
Net costs of purchase of 
 own shares                                        -          (3,075)    (3,672) 
Interest paid                                   (27)             (45)      (106) 
Borrowings and other liabilities 
 repaid                                         (14)             (19)      (288) 
 
 Net cash flows used in financing 
 activities                                     (41)          (1,939)    (2,866) 
------------------------------------  --------------   --------------  --------- 
 
Net decrease in cash and 
 cash equivalents                               (12)          (8,071)    (4,687) 
Cash and cash equivalents 
 at beginning of period                        5,075            9,762      9,762 
 
  Cash and cash equivalents 
  at end of period                             5,063            1,691      5,075 
------------------------------------  --------------   --------------  --------- 
 
  Comprising: 
Cash and cash equivalents                      5,063            5,345      5,075 
Overdraft                                          -          (3,654)          - 
------------------------------------  --------------   --------------  --------- 
                                               5,063            1,691      5,075 
------------------------------------  --------------   --------------  --------- 
 

Notes to the consolidated unaudited interim financial statements

1. Basis of preparation

These interim financial statements, which are unaudited, consolidate the results of MXC Capital Limited (the "Company" or the "Parent") and its subsidiary undertakings (the "Group") up to 28 February 2018. The Group's accounting reference date is 31 August. The Company's shares are listed on the AIM market of the London Stock Exchange. The Company is a private limited liability company incorporated and domiciled in Guernsey. The consolidated financial information is presented in Pounds Sterling (GBP) which is also the functional currency of the Parent.

The Group has not applied IAS 34, Interim Financial Reporting, which is not mandatory for UK AIM listed groups, in the preparation of these interim financial statements. The accounting policies used in the preparation of the financial information for the six months ended 28 February 2018 are in accordance with the recognition and measurement criteria of International Financial Reporting Standards as adopted by the European Union (IFRS) and The Companies (Guernsey) Law, 2008 (as amended) and are consistent with those which will be adopted in the annual financial statements for the year ending 31 August 2018. While the financial information included has been prepared in accordance with the recognition and measurement criteria of IFRS, these financial statements do not contain sufficient information to comply with IFRS. The consolidated interim financial information should be read in conjunction with the annual financial statements of MXC Capital Limited for the year ended 31 August 2017, which have been prepared in accordance with IFRS.

The comparative financial information for the six months ended 28 February 2017 has been extracted from the interim financial statements for that period. The comparative financial information for the year ended 31 August 2017 has been extracted from the annual financial statements of the Group.

These interim financial statements are prepared on a going concern basis. The Group meets its day-to-day working capital requirements through its existing cash reserves, which are sufficient to meet currently maturing obligations as they fall due. The directors have reviewed the Group's financial projections and, given the cash balances the Group holds are satisfied that it is appropriate to prepare these consolidated interim financial statements on a going concern basis. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

These interim financial statements for the period ended 28 February 2018, which are not audited, do not comprise statutory accounts within the meaning of The Companies (Guernsey) Law, 2008 (as amended). The financial information does not therefore include all of the information and disclosures required in the annual financial statements. The full audited accounts of the Group in respect of the year ended 31 August 2017 received an unqualified audit opinion.

2. Segmental analysis

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision Makers ("CODM"). The CODM has been identified as the board of directors (the "Board").

The Board is responsible for strategic decision making and for assessing the performance of the operating segments. The operating segments are defined by distinctly separate product offerings or markets. The CODM assesses the performance of the operating segments based on the Trading and Adjusted EBITDA generated by each segment. Assets and liabilities are monitored by the CODM on a group basis and not per individual segment, therefore that analysis is not provided below.

All revenue originates in the United Kingdom or Guernsey. Third party revenue is detailed in the segmental analysis below as are charges for professional services rendered between the Group's operating segments. Recharges of costs between segments are excluded from the revenue analysis below, in line with the internal reporting to the CODM.

The Group is comprised of the following main operating segments:

Capital Markets segment - the Group's FCA regulated corporate finance and related services division.

Advisory segment - the Group's advisory and consultancy division, responsible for originating and advising on investments and investment opportunities and providing operational and strategic guidance to clients.

Central - all other activities of the Group in performing its principal activity of the provision of advisory and investment services, including the management of its investments, are considered together by the CODM.

Unaudited results for the six months ended 28 February 2018

 
 
                                 Capital                             Inter-segment 
                                 Markets     Advisory    Central      transactions     Total 
                                  GBP000       GBP000     GBP000            GBP000    GBP000 
 
 Revenues: 
 Third party                         156          140          -                 -       296 
 Inter-segment                         -          514          -             (514)         - 
-----------------------------  ---------  -----------  ---------  ----------------  -------- 
 
   Total revenue                     156          654          -             (514)       296 
-----------------------------  ---------  -----------  ---------  ----------------  -------- 
 
   Trading EBITDA(1)               (226)          301      (913)                 -     (838) 
 Realised profit on 
  disposal of short-term                            -                            - 
  investments                          -                       -                           - 
----------------------------   ---------  -----------  ---------  ----------------  -------- 
 
   Adjusted EBITDA(2)              (226)          301      (913)                 -     (838) 
 Share-based payments 
  charge                            (63)        (124)          -                 -     (187) 
 Depreciation                          -         (18)       (38)                 -      (56) 
 Amortisation of intangible 
  assets                            (12)            -          -                 -      (12) 
 Movement in fair 
  value of investments                 -            -    (5,015)                 -   (5,015) 
-----------------------------  ---------  -----------  ---------  ----------------  -------- 
 
 Operating loss                    (301)          159    (5,966)                 -   (6,108) 
 Finance income                        -            -         21                 -        21 
 Finance costs                         -          (1)       (26)                 -      (27) 
 
 Loss before taxation              (301)          158    (5,971)                 -   (6,114) 
-----------------------------  ---------  -----------  ---------  ----------------  -------- 
 
 

(1) earnings from trading activities before interest, tax, depreciation, amortisation, non-recurring items, share-based payments and realised and unrealised movements in fair value of investments.

(2) earnings from trading activities before interest, tax, depreciation, amortisation, non-recurring items, share-based payments and unrealised movements in fair value of investments.

Unaudited results for the six months ended 28 February 2017

 
 
                                 Capital                             Inter-segment 
                                 Markets     Advisory    Central      transactions      Total 
                                  GBP000       GBP000     GBP000            GBP000     GBP000 
 
 Revenues: 
 Third party                         145          436          -                 -        581 
 Inter-segment                         -          550          -             (550)          - 
-----------------------------  ---------  -----------  ---------  ----------------  --------- 
 
   Total revenue                     145          986          -             (550)        581 
-----------------------------  ---------  -----------  ---------  ----------------  --------- 
 
   Trading EBITDA(1)               (273)          309      (914)                 -      (878) 
 Realised profit on 
  disposal of short-term 
  investments                          -            -        985                 -        985 
-----------------------------  ---------  -----------  ---------  ----------------  --------- 
 
   Adjusted EBITDA(2)              (273)          309         71                 -        107 
 Non-recurring income                  -            -        280                 -        280 
 Share-based payments 
  charge                           (607)        (823)          -                 -    (1,430) 
 Depreciation                          -         (28)       (46)                 -       (74) 
 Amortisation of intangible 
  assets                            (12)            -          -                 -       (12) 
 Movement in fair 
  value of investments                 -            -   (15,675)                 -   (15,675) 
-----------------------------  ---------  -----------  ---------  ----------------  --------- 
 
 Operating loss                    (892)        (542)   (15,370)                 -   (16,804) 
 Finance income                        -            -         47                 -         47 
 Finance costs                         -          (8)       (37)                 -       (45) 
 
 Loss before taxation              (892)        (550)   (15,360)                 -   (16,802) 
-----------------------------  ---------  -----------  ---------  ----------------  --------- 
 
 

(1) earnings from trading activities before interest, tax, depreciation, amortisation, non-recurring items, share-based payments and realised and unrealised movements in fair value of investments.

(2) earnings from trading activities before interest, tax, depreciation, amortisation, non-recurring items, share-based payments and unrealised movements in fair value of investments.

3. Loss per share

The calculation of basic and diluted loss per share is based on results attributable to ordinary shareholders divided by the weighted average number of ordinary shares in issue during the year. The weighted average number of shares for the purpose of calculating the basic and diluted measures in the six months to 28 February 2018 and 2017 is the same. This is because the outstanding options would have the effect of reducing the loss per ordinary share and therefore would be anti-dilutive under the terms of IAS 33.

Basic and diluted unaudited loss per share are calculated as follows:

 
              6 months                             6 months 
                 to 28               28 February      to 28               28 February 
              February   6 months           2018   February   6 months           2017 
                  2018      to 28       Weighted       2017      to 28       Weighted 
                  Loss   February        average       Loss   February        average 
                   per       2018         number        per       2017         number 
                 share       Loss    of ordinary      share       Loss    of ordinary 
                 pence     GBP000         shares      pence     GBP000         shares 
 
Basic loss 
 per share     (0.17)p    (5,767)  3,357,767,484    (0.49)p   (16,800)  3,405,203,617 
-----------  ---------  ---------  -------------  ---------  ---------  ------------- 
Diluted 
 loss per 
 share         (0.17)p    (5,767)  3,357,767,484    (0.49)p   (16,800)  3,405,203,617 
-----------  ---------  ---------  -------------  ---------  ---------  ------------- 
 
 

4. Investments

The movement on investments in the period, together with an analysis of investments held, is detailed in the table shown in the 'Investments' section of the Financial Review to these Interim results.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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May 09, 2018 02:01 ET (06:01 GMT)

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