27 Apr 2016 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
For Immediate Release
27 April 2016
Falcon Acquisitions Limited
("Falcon" or the "Company")
Final Results
Falcon Acquisitions, the LSE listed investment company focused on investments in the OTT market, is pleased to announce its final results for the year ended 31 December 2015.
Chairman's Statement
I am pleased to present the annual accounts for the period ended 31st December 2015, the founding year of our Company.
During 2015 we formed the Company and started the process to secure a Standard Listing on the Official List. I strongly believe that having the ability to offer publicly traded stock is essential to securing and incentivising the talent that will be acquired in our first and subsequent acquisitions.
Following the period end, we achieved our listing on 18 January 2016 and in the process raised £1.6m (before costs) to give us the capital to aggressively pursue opportunities. Our focus is on the Over-The-Top ("OTT") market - an area of the entertainment sector that delivers content to customers, over-the-top of established utility sized providers. We strongly believe that this will be the next step in how consumers connect and interact with content in our increasingly mobile world.
As we move into 2016 it is clear that there are a number of exciting opportunities in the OTT space, which the public stature of our Company, combined with the depth of experience of the Board, are both helping to draw out. We look forward to identifying the first acquisition opportunity and becoming a trading company in the near future.
As we grow, we will also develop our corporate governance framework. All of the Board are committed to strong governance and that is a key factor that we will consider in relation to any potential acquisition. We will also consider the composition of the Board at the point of making our first acquisition, in order to ensure that the Board has the necessary skill-set to operate the chosen business.
We thank our shareholders for their support and we look forward to announcing further news shortly.
Gert Rieder
Executive Chairman
Operational Review
Falcon Acquisitions Limited ("Falcon") was formed in January 2015 to undertake one or more acquisitions of target companies, businesses or assets in, but not limited to, the mobile and online television and video broadcasting sector with a particular focus on the over the top ("OTT") market.
The Company has not as yet traded and no material level of interest income has been received to date. Since incorporation, its expenses have related to professional and associated expenses related to the Standard Listing, placing, advisory and consultancy fees, along with general administration expenses.
Subsequent to the period end, the Company was admitted to the Official List by way of a Standard Listing and to trading on the London Stock Exchange's main market for listed securities on 18 January 2016. At the time of listing, the Company raised approximately £1.6 million before expenses through the subscription of new ordinary shares.
The Company does not have any specific acquisitions under formal consideration, but intends to acquire controlling stakes in targeted companies, businesses or assets. There is no specific expected target value for acquisitions, although the Company is targeting acquisitions up to £30 million within a twelve month timescale from Admission.
Following completion of an acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its Shareholders through operational improvements as well as potentially through additional complementary acquisitions. The Company is likely to inject further capital into companies, businesses or assets that it has acquired in order to accelerate their growth.
The Company's efforts in identifying a prospective target company, business or asset will not be limited to a particular geographic region except that it will not invest in businesses with substantial exposure to countries with significant geopolitical or economic risks.
In assessing potential acquisitions, the Board will pay particular attention to the following overriding factors:
· whether the company, business or asset has a compelling case for providing the foundation or platform for a scalable business which generates substantial and sustainable free cash flow over time;
· whether it has the ability to grow with additional capital or be replicated in other markets;
· whether it has a sustainable competitive advantage or a unique selling proposition, perhaps arising from a compelling asset that can be exploited over the long term, or a product or service that is in high demand;
· the ability of the acquisition to provide the potential for a significant return for the Company's Shareholders; and
· whether a single versus multiple acquisition plan would be pursued following the completion of an acquisition based on the internal resources required to manage the acquisition process, the timing for completion of each of the acquisitions and the availability of funding for each of the acquisition opportunities.
The Board collectively has a proven track record of raising money for listed entities, making substantial acquisitions, and operating and growing a wide diversity of businesses (including, particularly in the case of Gert Rieder, businesses relying on consumer marketing and technology). Further biographical details on each Director are set out on pages 8 and 9. It is however intended that appropriate Board appointments will be made, when the Company makes an acquisition, with specific experience in the business area of the acquisition.
The Company intends to be an active rather than a passive investor in respect of any acquisition.
Financial Review
Profit for the period
In the period from incorporation to 31 December 2015, the Company recorded expenditures of £338,085, resulting in a loss of £168,811. Of the total expenditure £169,274 was recognised against share premium as costs incurred in direct relation to the issue of ordinary shares on admission to the London Stock Exchange's main market. There was no income in the period.
Cash flow
On incorporation, the Company issued 100 Ordinary Shares at a price of £0.01 per Ordinary Share. On 27 July 2015 the Company issued a further 4,375,000 additional Ordinary Shares for a subscription price of £0.08 per share for total proceeds of £350,000. In addition the Company issued one Founder Share at a subscription price of £8.
Subsequent to the period end, in relation to the IPO, the Company issued a further 16,000,000 Ordinary Shares at a price of £0.10 per share, raising a further £1.6million.
Cash used in operations totalled £132,379.
Closing cash
As at 31 December 2015, the Company held £139,075 in the bank account.
Markus Kameisis
Chief Financial Officer
Statement of Financial Position
|
| As at 31 December |
|
| 2015 |
| Note | £ |
Assets |
|
|
Current assets |
|
|
Cash and cash equivalents |
| 139,075 |
Prepayments |
| 10,000 |
Total assets |
| 149,075 |
|
|
|
|
|
|
Equity and liabilities |
|
|
Capital and reserves |
|
|
Share capital | 4 | 43,751 |
Share premium |
| 136,983 |
Accumulated deficit |
| (168,811) |
Total equity attributable to equity holders |
| 11,923 |
|
|
|
Current liabilities |
|
|
Trade and other payables |
| 93,220 |
Other creditors |
| 7,500 |
Accruals |
| 36,432 |
Total current liabilities |
| 137,152 |
|
|
|
Total equity and liabilities |
| 149,075 |
Statement of Comprehensive Income
The statement of comprehensive income of the Company from the date of incorporation on 29 January 2015 to 31 December 2015 is set out below:
|
|
Period ended 31 December 2015 |
| Note | £ |
|
|
|
Administrative expenses |
| (168,811) |
Operating loss and loss on ordinary activities before taxation |
| (168,811) |
|
|
|
Income tax expense | 6 | - |
Loss after taxation |
| (168,811) |
|
|
|
Loss for the period |
| (168,811) |
Other comprehensive income |
| - |
Total comprehensive loss attributable to owners of the parent |
| (168,811) |
|
|
|
Loss per share |
|
|
Basic and diluted | 7 | (0.07) |
Statement of Changes in Equity
The statement of changes in equity of the Company from the date of incorporation on 29 January 2015 to 31 December 2015 is set out below:
| Note | Share capital | Share Premium | Accumulated deficit | Total |
|
| £ | £ | £ | £ |
|
|
|
|
|
|
On incorporation on 29 January 2015 |
| 1 | - | - | 1 |
Other comprehensive income |
| - | - | - | - |
Loss for the period |
| - | - | (168,811) | (168,811) |
Total comprehensive income for the period |
| - | - | (168,811) | (168,811) |
|
|
|
|
|
|
Transaction with owners |
| 43,751 | 136,983 | - | 180,734 |
Total transaction with owners |
| 43,751 | 136,983 | - | 180,734 |
|
|
|
|
|
|
As at 31 December 2015 |
| 43,751 | 136,983 | (168,811) | 11,923 |
Share capital comprises the Ordinary Shares and the Founder Share issued by the Company.
Share premium has been reduced by a total of £169,274 as expenses in relation to the issue of ordinary shares on admission to the London Stock Exchange's main market.
Retained earnings represent the aggregate retained earnings of the Company.
Statement of Cash Flows
The cash flow statement of the Company from the date of incorporation on 29 January 2015 to 31 December 2015 is set out below:
|
Period ended 31 December 2015 |
| £ |
|
|
Cash flow from operating activities | |
Loss for the period before taxation | (168,811) |
Accruals | 36,432 |
Operating cash flows before movements in working capital | (132,379) |
Increase in debtors | (10,000) |
Increase in trade and other payables | 100,720 |
Net cash used in operating activities | (41,659) |
|
|
Issue of Shares | 350,008 |
Expenses in relation to issue of shares | (169,274) |
Net cash generated from financing activities | 180,734 |
|
|
Net increase in cash and cash equivalents | 139,075 |
|
|
Cash and cash equivalent at beginning of period | - |
Cash and cash equivalent at end of period | 139,075 |
Notes to the financial statements
1. General information
The Company was incorporated under the section II of the Companies Law 2008 in Guernsey on 29 January 2015, it is limited by shares and has registration number 59731.
The Company seeks to make one or more acquisitions of companies or businesses with a focus on opportunities in the media and technology sectors.
The Company's registered office is located at 55 Mount Row, St Peter Port, Guernsey, GY1 1NU, Channel Islands.
2. Significant Accounting Policies
Basis of preparation
The principal accounting policies adopted by the Company in the preparation of the financial statements are set out below.
The financial statements has been presented in United Kingdom Pounds (£), being the functional currency of the Company. All amount have been rounded to the nearest full amount in United Kingdom Pounds (£).
The financial statements has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"), including interpretations made by the International Financial Reporting Interpretations Committee (IFRIC) issued by the International Accounting Standards Board (IASB). The standards have been applied consistently. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of land and buildings, available-for-sale financial assets, and financial assets and liabilities at fair value through profit or loss.
Comparative figures
No comparative figures have been presented as the financial statements cover the period from incorporation on 29 January 2015 to 31 December 2015.
Standards and interpretations issued but not yet applied
A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and have not been adopted in the financial statements. The directors do not expect that the adoption of these standards will have a material impact on the financial statements of the company in future periods.
Financial assets
The Directors determine the classification of the Company's financial assets at initial recognition. The financial assets held comprise cash and cash equivalents.
Cash and cash equivalents
The Company considers any cash on short-term deposits and other short term investments to be cash equivalents.
Share capital
Ordinary Shares and Founder shares are recorded at nominal value and proceeds received in excess of nominal value of Shares issued, if any, are accounted for as share premium. Both share capital and share premium are classified as equity. Costs incurred directly to the issue of Shares are accounted for as a deduction from share premium, otherwise they are charged to the income statement.
Going concern
The financial statements has been prepared on the assumption that the Company will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements.
Following the review of ongoing performance and cash flows, the Directors have a reasonable expectation that the Company has adequate resources to continue operational existence for the foreseeable future.
Should an acquisition of companies, businesses or assets incur after the approval of the financial statements, the directors will assess the going concern assumption at that point in time.
3. Business Segments
For the purpose of IFRS8, the Chief Operating Decision Maker "CODM" takes the form of the board of directors. The Directors are of the opinion that the business of the Company comprises a single activity, being the identification and acquisition of target companies or businesses in the media and technology sectors.
4. SHARE CAPITAL
1. Each Ordinary Share ranks pari passu for Voting Rights, dividends and distributions and return of capital on winding up.
On 29 January 2015, the Company was incorporated and had an issued share capital of one hundred (100) ordinary shares of £0.01 each.
On 27 July 2015, an additional 4,375,000 ordinary shares were issued at £0.08 per share to the sole shareholder, GSC SICAV plc - GSC Global Fund, for a cash consideration of £350,000. As a result, a share capital of £43,750 and a share premium of £306,250 were recognised.
On 16 September 2015 one Founder Share was issued to the founder, GSC SICAV plc - GSC Global Fund, for a cash consideration of £8. As a result, a share capital of £0.01 and a share premium of £7.99 were recognised. The Founder Share is a separate class which is non-voting and which gives the holder certain rights, including the right to appoint up to three directors until immediately on the occurrence of a Founder Share Conversion Event.
All shares have been fully paid in. All Ordinary Shares rank pari passu.
On 31 December 2015, the number of Ordinary Shares authorised for issue was unlimited.
5. DIRECTOR'S EMOLUMENTS
The three Directors were paid emoluments totaling £10,000 during the period under review. The Directors were the key management personnel.
6. TAXATION
The Company is subject to income tax at a rate of nil, as at 31 December 2015.
7. LOSS PER SHARE
The calculation for earnings per Ordinary Share (basic and diluted) for the relevant period is based on the profit after income tax attributable to equity Shareholder for the period from incorporation on 29 January 2015 to 31 December 2015 and is as follows:
Loss attributable to equity shareholders (£) | (168,811) |
|
|
Weighted average number of ordinary shares | 2,539,073 |
|
|
Loss per ordinary share (£) | (0.07) |
Earnings and diluted earnings per Ordinary Share are calculated using the weighted average number of Ordinary Shares in issue during the period. There were no dilutive potential Ordinary Shares outstanding during the period.
8. FINANCIAL INSTRUMENTS - RISK MANAGEMENT
The Company is exposed through its operations to credit risk and liquidity risk. In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company'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 these financial statements.
Financial instruments
The financial instruments used by the Company, from which financial instrument risk arises, are cash and cash equivalents of £139,075.
The risk associated with the cash and cash equivalents is that the Company's bank will enter financial distress and be unable to repay the Company 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 the other payables is that the Company will not have sufficient funds to settle the liability when it falls due. The Directors seek to maintain a cash balance sufficient to meet expected requirements for a period of at least 45 days.
General objectives, policies and processes
The Directors have overall responsibility for the determination of the Company's risk management objectives and policies. Further details regarding these policies are set out below:
Credit risk
The Company'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
Liquidity risk arises from the Directors' management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.
The Directors' policy is to ensure that the Company will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, the Directors seek to maintain a cash balance sufficient to meet expected requirements for a period of at least 45 days.
The Directors have prepared cash flow projections on a monthly basis through to 31 December 2016. At the end of the period under review, these projections indicated that the Company expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.
9 CAPITAL RISK MANAGEMENT
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 these financial statements, the Company had been financed by equity. In the future, the capital structure of the Company is expected to consist of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.
10 SUBSEQUENT EVENTS
On 18 January 2016, the Company was admitted to the Standard Segment of the London Stock Exchange and issued 16,000,000 Ordinary Shares at a price of £0.10 per Ordinary Share.
On 21 April 2016, the Company successfully raised £2 million by way of a subscription by new and existing investors for 10,000,000 Ordinary Shares of £0.01 each at a price of £0.20 per share.
11 ULTIMATE CONTROLLING PARTY
By virtue of owning 100% of the issued share capital as at 31 December 2015, GSC SICAV plc - GSC Global Fund is the Company's ultimate controlling party.
**ENDS**
For more information visit www.falconacquisitions.com or enquire to:
Falcon Acquisitions Limited |
|
Gert Rieder | +43 51 52 30 00 |
St Brides Partners Ltd (PR) |
|
Lottie Brocklehurst / Frank Buhagiar / Grace-Anne Marius | +44 (0) 20 7236 1177 |