Falcon Regulatory News (FAL)

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For Immediate Release

31 March 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 12-month period ending 31 December 2016. 

Chairman's Statement

Our listing on the London Stock Exchange's Main Market and accompanying £4 million fundraise marks an exciting step in Falcon's transformation into a leading OTT global internet broadcast media group. Based around our revolutionary software, Q-flow, which is proven to kill buffering, we are focused on providing a service that delivers across the core areas of the OTT market: seamless streaming, direct distribution, and compelling content. In line with this, we have changed our name to Falcon Media House to more accurately reflect our strategy.

Our excitement for the Company's future is accelerated by the market we have entered. The OTT market is projected to grow from US$28 billion in 2015 to US$62 billion by 2020, with consumers demanding streamed entertainment 'anytime, anywhere and on any device'. A growing majority of millennials use streaming video services, such as Netflix, Amazon Prime Instant and Maxdome more than they would an ordinary television. Significantly, however, the 35-74 age group is also now subscribing to Subscription Video on Demand ('S-VOD') in greater numbers too. 

Within this growing market, we identified sports and sports lifestyle programming as a key target market. In line with this, utilising our distribution and content divisions, Teevee and Teevee Makers, we have made great advances as we look to achieve in the live sports video market what the likes of Netflix have accomplished with films. We have already signed agreements to acquire broadcasting rights to certain champion games and special events sponsored by the Eastern College Athletic Conference ('ECAC'), the largest US east coast sports college franchise, as well as other notable opportunities. 

This is a very exciting time for Falcon: our market fundamentals are excellent; our cutting-edge technology is rapidly gaining recognition; we have contracts with leading players including Tata Communications; and the Company has cash in the bank to accelerate its strategy to become a leader in the OTT market. 

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

Interim Management Report

Change of Accounting Reference Date

As a result of the acquisition of Orbital Multi Media Holdings Corporation ("OMMH") and Teevee Networks Limited (the "Acquisitions"), and as disclosed in the Prospectus published on 20 March 2017, the Board resolved to change the accounting reference date for Falcon Acquisitions Limited to 31 March, for consistency with the acquired businesses. The next audited accounts for the Falcon will be prepared for the 15-month period ending 31 March 2017. The Company has therefore prepared an Interim Report covering the twelve months to 31 December 2016 in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("FCA").

Activity in the Period

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 OTT 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, OMMH and signed a conditional agreement which resulted in the Company's shares being suspended from the London Stock Exchange on 25 July 2016.

Having successfully raised £163,000 in June 2016, 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 £2.13 million in 2016, with a large proportion of this related to the due diligence and preparation for the reverse take-over. With the successful re-admission and the raise of £4 million the reverse take-over was completed on 27 March 2017.

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.

The Company held its first AGM in May 2016 and an EGM in November 2016 to consider certain changes to the Company's Articles of Association and approve changing the name of the Company to Falcon Media House Limited. All proposed resolutions were duly passed and the Company changed its name on 28th March 2017, following the successful re-listing.

Future Developments

Following the completion of the Acquisitions and re-admission to trading, Falcon has become an operating entity and the Board's focus has moved from making a successful acquisition to operating a successful business. The integration of the acquired businesses and the build-out of the Falcon platform will be the key-focus for the months ahead and a full update will be provided in the Annual Report due to be published in July 2017.

Financial Statements

Condensed Consolidated Statement of Financial Position

The condensed statement of financial position as at 31 December 2016 is set out below:

As approved and authorised for issue by the Board of Directors on 30 March 2017 and signed on its behalf by:

Gert Rieder

Executive Chairman

30 March 2017

Condensed Consolidated Statement of Comprehensive Income

The condensed statement of comprehensive income of the Group for twelve month period from 1 January 2016 to 31 December 2016 is set out below:

Condensed Consolidated Statement of Changes in Equity

The statement of changes in equity of the Group from 31 December 2015 to 31 December 2016 is set out below:

Share capital comprises the Ordinary Shares and the Founder Share issued by the Group.

Share premium has been reduced by a total of £ 260,000 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 Group.

Consolidated Statement of Cash Flows

The cash flow statement of the Group from 01 January 2016 to 31 December 2016 is set out below:

Notes to the unaudited condensed interim report

1. General information

The Group 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 Group seeks to make one or more acquisitions of companies or businesses with a focus on opportunities in the media and technology sectors.

The Group's registered office is located at 55 Mount Row, St Peter Port, Guernsey, GY1 1NU, Channel Islands.

2. Significant Accounting Policies

Basis of preparation

By founding the subsidiary TeeVee Media and Production Ltd in 2016, Falcon became a Group and will publish consolidated financials in the future.

The unaudited condensed interim report for the period ended 31 December 2016 has 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 financial statements as at the year ended 31 December 2015. The results for the period ended 31 December 2016 are unaudited.

The unaudited condensed interim report for the period ended 31 December 2016 has adopted accounting policies consistent with those for the year ended 31 December 2015.

Comparative figures

The comparative figures presented in the condensed consolidated interim report for the period ended 31 December 2015 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 unaudited condensed interim report. The directors do not expect that the adoption of these standards will have a material impact on the financial statements of the Group in future periods.

Going concern

The unaudited condensed interim report has been prepared on the assumption 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. 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 publishing of the unaudited condensed interim report.

Following the financing of £ 4 million received in connection with the re-admission, a review of ongoing and expected performance and cash flows of the Group including the newly acquired companies, the Directors have a reasonable expectation that the Group has adequate resources to continue operational existence for the foreseeable future.

Principles of consolidation and equity accounting

Subsidiaries

Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The group applies the acquisition method to account for business combinations.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

There group does neither hold associated entities nor investments under the equity method.

Changes in ownership interests

The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received would be recognised in a separate reserve within equity attributable to owners of Falcon Media House Limited.

Disposal of subsidiaries

When the group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

Foreign Currency Translation

Functional and presentation currency

Items included in the financial statements of each of the group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented British Pounds (GBP), which is Falcon Media House functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. Foreign exchange gains and losses are presented in the statement of profit or loss, within finance income or finance costs.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognised in other comprehensive income.

Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

· assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet

· income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

· all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

Receivables

Receivables are amounts due from customers for services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

Intangible assets

Trademarks and Licenses

Separately acquired trademarks and licenses are shown at historical cost. Trademarks and licenses acquired in a business combination are recognised at fair value at the acquisition date. Trademarks and licenses have a finite useful life and are carried at cost less accumulated amortisation.

Samples, Models, Plans

Costs directly attributable to the development or production of samples, models or plans are capitalised as intangible assets only when technical feasibility of the project is demonstrated, the group has an intention and ability to complete and use the samples, models or plans and the costs can be measured reliably.

Amortisation methods and useful lives

The group amortises intangible assets with a limited useful life using the straight-line method over the following periods:

· Licensing: duration of contract

· Samples, models or plans: duration of contract/ production

Financial assets

Classification

The group classifies its financial assets in the following categories:

· financial assets at fair value through profit or loss,

· loans and receivables,

· held-to-maturity investments, and

· available-for-sale financial assets.

The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting period.

As the Group just holds loans and receivables the following explanations will focus on that.

Recognition and derecognition

Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the group has transferred substantially all the risks and rewards of ownership.

When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities.

Measurement

At initial recognition, the group measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.

Loans and receivables and held-to-maturity investments are subsequently carried at amortised cost using the effective interest method.

Interest on loans and receivables calculated using the effective interest method is recognised in the statement of profit or loss as part of revenue from continuing operations.

Impairment

The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

Assets carried at amortised cost

For loans and receivables, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset is reduced and the amount of the loss is recognised in profit or loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. As a practical expedient, the group may measure impairment on the basis of an instrument's fair value using an observable market price.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

Payables

Payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. The amounts are unsecured and are classified as current liabilities if payment is due within one year. If not they are presented as non-current liabilities.

Payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

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.

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 Group 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 Group 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 Group was admitted to trading at the London Stock Exchange. In the context of the IPO the Group issued 16 million shares at £0.10 per Ordinary Share, raising £ 1.6 million.

On 21 April 2016 the Group issued 10,000,000 shares at a price of £ 0.20 per Ordinary Share, raising £ 2 million.

On 17 June 2016 the Group 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 31 December 2016, the number of Ordinary Shares authorised for issue was unlimited.

5. CASH AND CASH EQUIVALENTS

6. TRADE AND OTHER RECEIVABLES

The prepayments mainly consist of prepaid expenses for management and accounting fees.

7. FINANCIAL ASSETS

A long-term loan with a maximum amount of 1.5 million GBP was agreed with Quiptel Hong-Kong Ltd in advance of the planned acquisition of this company to support their working capital needs. The loan accrues interest at 6% per annum payable at the end of a term of 5 years. The rent deposits represent deposits for the office space of the Group.

8. INTANGIBLE ASSETS

On 20 October 2016, TVMP entered into an agreement with Eastern College Athletic Conference (ECAC) to televise and distribute ECAC games and events within the next four years. A contract value of USD 1 million was agreed, payments were scheduled along the contract time. The asset will be amortised over the 4 year contract period.

Under samples the costs for producing a demo-tape regarding a TV-show in the US are capitalised.

9. TRADE AND OTHER PAYABLES

Both the short-term as well as the long-term contractual obligations present the scheduled payments of the ECAC-contract (please refer to note 8), short-term payments are due within one year from the reporting date.

As at 31 December 2016, the trade and other payables were classified as financial liabilities measured at fair value through profit or loss. A maturity analysis of the Group's trade payables due in less than one year is as follows:

10. EMPLOYEE BENEFITS AND EXPENSES

11. DIRECTOR'S EMOLUMENTS

The three Directors received emoluments of £10,000 each, total £30,000 during the period under review. The Directors were the key management personnel.

In addition to his role as a director, Gert Rieder as the CEO of the Group also received bonus payments for the successful IPO as well as for the fundraising of £ 57,500 which are included in note 10. He also received via Icelia AG the following emoluments:

As Gert Rieder was employed via Icelia AG, these expenses were accounted for as management consulting fees under administrative expenses.

12. FINANCE INCOME AND COST

13. TAXATION

The Group is subject to income tax at a rate of nil in Guernsey and around 15% in the US, as at 31 December 2016.

14. 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 1 January 2016 to 31 December 2016 and is as follows:

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.

15. FINANCIAL INSTRUMENTS - RISK MANAGEMENT

The Group is exposed through its operations to credit risk and liquidity risk. 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 unaudited condensed interim report.

Financial instruments

The financial instruments used by the Group, from which financial instrument risk arises, are cash and cash equivalents of £ 400,000.

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 is that the counterparty will not be able to repay the outstanding interest and debt.

The risk associated with the other payables 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.

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.

The Group had one outstanding loan to Quiptel Hong-Kong Limited, which as of the date of readmission to the London Stock Exchange 27 March 2017, became a 100% indirect subsidiary of the Group.

Liquidity risk

Liquidity risk arises from the Directors' management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Directors' policy is to ensure that the Group 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 2018. At the end of the period under review, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

16 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 unaudited condensed interim report, the Group had 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.

17 SUBSEQUENT EVENTS

On 27 March the Group was re-admitted to trading on the London Stock Exchange. With this Re-admission the Group has acquired the businesses of Quiptel Shen Zhen, Quiptel Hong Kong and Orbital Multi Media Holdings (The Quiptel Group) as well as TeeVee Networks Limited. At the same time the Group raised £ 4 million in financing from the market and issued 12,000,000 ordinary shares and 4,000,000 preferred shares each at the price of £ 0.25 per share. The Group's total shares in issue are 55,410,266 ordinary shares and 23,722,685 preferred shares per 27 March 2017.

The Quiptel Group acquisition

The Group has acquired the Quiptel Group for a total consideration of £ 8,500,000. The consideration is paid with the readmission and the issuance of 10,785,713 ordinary shares of £ 0.01 at £ 0.35 each and 13,499,997 preferred shares of £ 0.01 at £ 0.35 each. In addition to the consideration paid, the Group will pay additional variable cash amounts equal to 30% of the amount by which the consolidated EBITA of Orbital Multi Media Holdings exceeds £ 2,500,000 for each of the financial years ending 31 March 2016, 2017 and 2018.

The Group has granted an unsecured interest free working capital loan to the Quiptel Group of £1,081,000.

All information in relation to the acquisition can be found in the Group's prospectus on its website under http://falconmediahouse.com/assets/downloads/corporate/falcon-acquisitions-limited-prospectus.pdf .

The TeeVee Networks Limited Acquisition

The Group has acquired TeeVee Networks Limited for a consideration of £ 500,000. The consideration is paid with the readmission and the issuance of 1,428,571 preferred shares of £ 0.01 at £ 0.35 each.

All information in relation to the acquisition can be found in the Group's prospectus on its website under http://falconmediahouse.com/assets/downloads/corporate/falcon-acquisitions-limited-prospectus.pdf .

The Group granted an unsecured interest free working capital loan of £ 80,000 to TeeVee Networks Limited.

18 GROUP STRUCTURE

The group had the following active subsidiary as of 31 December 2016:

19 ULTIMATE CONTROLLING PARTY

As at 31 December 2016, no one entity owns more than 50% of the issued share capital. Therefore the Group does not have an ultimate controlling party.

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**

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