12 Sep 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
12 September 2016
Falcon Acquisitions Limited
("Falcon" or the "Company")
Interim Results
Falcon Acquisitions, the LSE listed investment company focused on investments in the over-the-top ("OTT") market, is pleased to announce its interim results for the period ended 30 June 2016.
Highlights:
Admitted to trading on the London Stock Exchange in January 2016 to identify acquisition opportunities in the OTT market (the delivery of audio, video, and other media over the Internet)Agreed terms for the acquisition of leading Hong Kong based OTT video streaming technology company Quiptel, a subsidiary of Orbital Multi Media Holdings, forming a foundation investment and providing access to the rapidly growing OTT marketShares suspended from trading on the London Stock Exchange on 25 July 2016 as the acquisition constitutes a reverse takeoverStrong cash position following successful total raise of over £4.1 million, enabling Company to progress acquisition of foundation investment and support development of wider OTT service offeringAppointment of Richard Baker as non-executive director bolsters Board and provides high-level experience across key sectors including telecommunications and technology, as the Company enters the next stages of its development
Interim Management Report
On 18 January 2016 Falcon Acquisitions Limited was admitted to the standard segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's ("LSE") main market for listed securities. The focus during the first-half of 2016 was on fulfilling the initial phase of the Company's strategy to identify exciting opportunities within the Over-The-Top market and make a foundation acquisition that would provide a foothold in what the Directors believe is a burgeoning sector.
Following the assessment of a number of promising prospects, the Company agreed terms to acquire a leading Hong Kong based OTT video streaming technology company, Orbital Multi Media Holdings Corporation ("OMMH") (the "Acquisition") and signed a conditional agreement after the period end. Although this resulted in the Company's shares being suspended from the London Stock Exchange on 25 July 2016, pending the publication of a Prospectus, the Directors are excited about finalising this transaction and the Company relisting with an acquisition from which significant value for shareholders can be generated.
Having successfully raised £163,000 in June, this, in conjunction with the £3.95 million proceeds from the initial and a secondary fundraise in January and April 2016 respectively, places Falcon in a strong cash position to support the development of its OTT service offering. The Company spent £664,000 in the first six months of 2016, with a large proportion of this related to the due diligence and preparation for the potential reverse take-over currently being pursued.
With the key appointment of Richard Baker as a non-executive director, bringing significant experience and knowledge of the OTT space following over 20 years of high-level experience, the Falcon Board has been bolstered and now includes experience across a number of key sectors including telecommunications, technology, digital media and finance, ensuring the Company is well placed for the next stage of its development.
There continues to be a marked difference in viewer habits and the OTT market is leading the way in a tangible shift towards a preference for greater flexibility and choice in access to media content. The OTT market is forecast to reach US$31.6 billion by 2019 and the Directors believe that the OMMH acquisition, once completed, will provide a platform from which to capitalise on this exciting uplift and to build a scalable business to generate sustainable free cash flow over time. The biggest risk facing the Company in the remaining six months of the financial year is the completion of the Acquisition and relisting on the LSE, at which point Falcon will become an operating business. The Directors believe, based on the level of due diligence undertaken, that this risk has been mitigated as far as it is possible.
Gert Rieder
Executive Chairman
Condensed Statement of Financial Position
The condensed statement of financial position as at 30 June 2016 is set out below:
|
| As at 30 June 2016
(unaudited) | As at 31 December 2015 (audited) |
| Note | £'000 | £'000 |
Assets |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
| 2,844 | 139 |
Prepayments |
| 175 | 10 |
Total Current assets |
| 3,019 | 149 |
|
|
|
|
Non-Current Assets |
|
|
|
Other debtors |
| 15 | - |
Total Non-Current assets |
| 15 | - |
|
|
|
|
Total Assets |
| 3,034 | 149 |
|
|
|
|
Equity and liabilities |
|
|
|
Capital and reserves |
|
|
|
Share capital | 4 | 312 | 44 |
Share premium |
| 3,482 | 137 |
Accumulated deficit |
| (833) | (169) |
Total equity attributable to equity holders |
| 2,961 | 12 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
| - | 93 |
Other creditors |
| - | 8 |
Accruals |
| 73 | 36 |
Total current liabilities |
| 73 | 137 |
|
|
|
|
Total equity and liabilities |
| 3,034 | 149 |
Condensed Statement of Comprehensive Income
The condensed statement of comprehensive income of the Company for the first six month period from 1 January 2016 to 30 June 2016 is set out below:
|
| Period ended 30 June 2016 (unaudited) | Period ended 30 June 2015 (unaudited) |
| Note | £'000 | £'000 |
Personnel expenses |
| (65) | - |
Administrative expenses |
| (595) | (54) |
Operating loss and loss on ordinary activities before taxation |
| (660) | (54) |
|
|
|
|
Finance cost |
| (4) | - |
Loss before income taxes |
| (664) | (54) |
|
|
|
|
Income tax expense |
| - | - |
Loss after taxation |
| (664) | (54) |
|
|
|
|
Loss for the period |
| (664) | (54) |
Other comprehensive income |
| - | - |
Total comprehensive loss attributable to owners of the parent |
| (664) | (54) |
|
|
|
|
Loss per share |
|
|
|
Basic and diluted | 5 | (0.06) | (1,199.44) |
Condensed Statement of Changes in Equity
The statement of changes in equity of the Company from the date of incorporation on 29 January 2015 to 30 June 2016 is set out below:
|
| Share capital | Share Premium | Accumulated deficit | Total |
|
| £'000 | £'000 | £'000 | £'000 |
|
|
|
|
|
|
On incorporation on 29 January 2015 |
| - | - | - | - |
Loss for the period |
| - | - | (54) | (54) |
Total comprehensive loss for the period |
| - | - | (54) | (54) |
|
|
|
|
|
|
Transaction with owners |
| 44 | 306 | - | 350 |
Total transaction with owners |
| 44 | 306 | - | 350 |
|
|
|
|
|
|
As at 30 June 2015 |
| 44 | 306 | (54) | 296 |
Loss for the period |
| - | - | (115) | (115) |
IPO cost related to issuance of new shares |
| - | (169) | - | (169) |
Total comprehensive loss for the period |
| - | (169) | (115) | (284) |
|
|
|
|
|
|
Transaction with owners |
| - | - | - | - |
Total transaction with owners |
| - | - | - | - |
|
|
|
|
|
|
As at 31 December 2015 |
| 44 | 137 | (169) | 12 |
Loss for the period |
| - | - | (664) | (664) |
Total comprehensive loss for the period |
| - | - | (664) | (664) |
|
|
|
|
|
|
Transaction with owners |
| 268 | 3,345 | - | 3,613 |
Total transaction with owners |
| 268 | 3,345 | - | 3,613 |
|
|
|
|
|
|
As at 30 June 2016 |
| 312 | 3,482 | (833) | 2,961 |
|
|
|
|
|
|
Share capital comprises the Ordinary Shares and the Founder Share issued by the Company.
Share premium has been reduced by a total of £282k as expenses in relation to the issue of ordinary shares on admission to the London Stock Exchange's main market. In 2015 £169k was recognised and a further £113k has been recognised in the first six months of 2016. In addition to these costs, which were related to the Initial Public Offering of the Company, the share premium was reduced by £38k. These were costs for the capital provided by investors for the secondary funding and the consequent new issuance of shares on 21 April 2016.
Retained earnings represent the aggregate retained earnings of the Company.
Condensed Statement of Cash Flows
The cash flow statement of the Company for the first six month period from 1 January 2016 to 30 June 2016 is set out below:
|
Period ended 30 June 2016 (unaudited) | Period ended 30 June 2015 (unaudited) |
| £'000 | £'000 |
|
|
|
Cash flow from operating activities |
|
|
Loss for the period before taxation | (664) | (54) |
|
|
|
Operating cash flows before movements in working capital | (664) | (54) |
Increase in receivables | (180) | - |
Increase in accounts payable and accrued liabilities | (64) | - |
Net cash used in operating activities | (908) | (54) |
|
|
|
Issue of Shares | 3,763 | 350 |
Expenses in relation to issue of shares | (150) | - |
Net cash generated from financing activities | 3,613 | 350 |
|
|
|
Net increase in cash and cash equivalents | 2,705 | 296 |
|
|
|
Cash and cash equivalent at beginning of period | 139 | - |
Cash and cash equivalent at end of period | 2,843 | 296 |
Notes to the Interim Report
1. General information
The Company was incorporated under the section II of the Companies Law 2008 in Guernsey on 29 January 2015, it is limited by shares and has registration number 59731.
The Company seeks to make one or more acquisitions of companies or businesses with a focus on opportunities in the media and technology sectors.
The Company's registered office is located at 55 Mount Row, St Peter Port, Guernsey, GY1 1NU, Channel Islands.
2. BASIS OF PREPARATION
The interim condensed unaudited financial statements for the period ended 30 June 2016 have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company's financial position and performance since the last annual financial statements as at the year ended 31 December 2015. The results for the period ended 30 June 2016 are unaudited.
The condensed unaudited financial statements for the period ended 30 June 2016 have adopted accounting policies consistent with those followed in the preparation of the Company's annual financial statements for the year ended 31 December 2015.
3. BUSINESS SEGMENTS
For the purpose of IFRS8, the Chief Operating Decision Maker "CODM" takes the form of the board of directors. The Directors are of the opinion that the business of the Company comprises a single activity, being the identification and acquisition of target companies or businesses in the media and technology sectors.
4. SHARE CAPITAL
Each Ordinary Share ranks pari passu for Voting Rights, dividends and distributions and return of capital on winding up.
On 29 January 2015, the Company was incorporated and had an issued share capital of one hundred (100) ordinary shares of £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.
On 18 January 2016 the Company was admitted to trading at the London Stock Exchange. In the context of the IPO the Company issued 16 million shares at £0.10 per Ordinary Share, raising £ 1.6 million.
On 21 April 2016 the Company issued 10,000,000 shares at a price of £ 0.20 per Ordinary Share, raising £ 2 million.
On 17 June 2016 the Company issued further 815,000 shares at a price of £ 0.20 per Ordinary Share, raising £ 163,000.
All shares have been fully paid in. All Ordinary Shares rank pari passu.
On 30 June 2016, the number of Ordinary Shares authorised for issue was unlimited.
5. LOSS PER SHARE
The calculation for earnings per Ordinary Share (basic and diluted) for the relevant period is based on the profit after income tax attributable to equity Shareholder for the period from incorporation on 29 January 2015 to 30 June 2015 and for the first six month period from 1 January 2016 to 30 June 2016 is as follows:
Per 30 June 2015:
Loss attributable to equity shareholders (£) | (54,260) |
|
|
Weighted average number of ordinary shares | 100 |
|
|
Loss per ordinary share (£) | (1,199.44) |
Capital for an increase in share capital was paid in June 2015. The corresponding issuance of shares took place in July 2015.
Per 30 June 2016:
Loss attributable to equity shareholders (£) | (664,201) |
|
|
Weighted average number of ordinary shares | 11,886,521 |
|
|
Loss per ordinary share (£) | (0.06) |
Earnings and diluted earnings per Ordinary Share are calculated using the weighted average number of Ordinary Shares in issue during the period. There were no dilutive potential Ordinary Shares outstanding during the period.
6. SUBSEQUENT EVENTS
On 25 July 2016, the Company informed the market that it is involved in a potential reverse takeover activity. As a result the FCS has temporarily suspended the Company's shares from trading.
7. ULTIMATE CONTROLLING PARTY
As at 30 June 2016, no one entity owns greater than 50% of the issued share capital. Therefore the Company does not have an ultimate controlling party.
**ENDS**
For more information visit www.falconacquisitions.com or enquire to:
Falcon Acquisitions Limited |
|
Gert Rieder | +44 (0) 75 0187 8385 |
St Brides Partners Ltd (PR) |
|
Lottie Brocklehurst, Frank Buhagiar | +44 (0) 20 7236 1177 |