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Half-year Report

28 Sep 2018 14:22

Grand Vision Media Holdings plc - Half-year Report

Grand Vision Media Holdings plc - Half-year Report

PR Newswire

London, September 28

London, 28 September 2018 

Grand Vision Media Holdings plc( “GVMH” or the “Company”)Half-yearly report

The CEO’s Report

Background

In conjunction with the successful completion of the acquisition of GVC Holdings Limited (“GVC”) on 19 June 2018, I was appointed to the Board as Chief Executive Officer. The Company has changed its name to Grand Vision Media Holdings Plc, and raised £1,010,000 by the issue of new shares. The new combined group (the “Group”) looks forward to continuing with the development of the GVC business.

This exciting achievement will provide the resources and profile to build out the business by furthering our penetration of the Chinese market (the company’s current footprint in China represents less than 5% of the market there) and taking our products and services into new markets.

As an integrated out-door digital media company we are deploying innovative display and marketing technologies at strategic, high-traffic locations. Our glasses-free 3D technology in digital out-of-home (OOH) media is enabling advertisers to engage with affluent consumers in important and growing markets. Our “space management” approach utilising the cinema space for events and exhibitions offers a total solution to our advertisers, with the potential of direct conversion to sales.

Our network now covers over 180 locations covering 29 provinces in China and we are growing our business further within China and taking our technologies and expertise to new markets, specifically Thailand, Korea and Japan, where we have forged alliances and representations to take our business forward.

The digital OOH signage market is growing, and will continue to grow in the foreseeable future, and we want to be at the forefront of that growth by providing our customers with the ability to reach Chinese consumers as they become more affluent and seek access to more quality domestic and international products and services.

Two significant trends that are benefitting our growth are outbound travel and the Chinese appetite for foreign products. The Group is well positioned to take advantage of this trend, acquiring many international brands and travel destinations as direct customers. 

Summary of Trading Results

GVMH Consolidated Results for the 6 Months to 30 June 2018

Revenue in the period was HKD7,415K. The Company had a loss before tax of HKD20,745k. The expenses in the period included the costs of the reverse takeover transaction amounting to HKD13,644K.

GVC Results for the 6 Months to 30 June 2018

Revenue in the period was HKD7,415K (H1 2017 : HKD3,771K), representing an increase of 97% for the same period last year. This is mainly attributable to the addition of Golden Harvest chain of cinemas (67 cinemas) to our inventory in the corresponding period which took us to over 200 panels. We have also been successful in delivering more integrated campaigns and marketing events to supplement the traditional OOH advertising revenue. Revenue from social media marketing also grew by over 10 percent to HKD 2,600K. GVC had a loss before tax in the period of HKD6,745K (H1 2017 : HKD5,434K).

Outlook

The digital signage market globally is expected to reach almost $30bn by 2024, compared to approximately $15bn in 2015*. We believe that this growth will be driven not only by new, higher resolution displays and new types of technology, but also by integrating digital displays with customers’ smart phones.

We believe that we are well placed to benefit from this growth, and we will continue to develop our business in line with our strategy.

In the second half of the year we have been pursuing new opportunities in Thailand, Korea and in Japan where we have entered into a strategic alliance agreement with Eco Century Ltd (“Eco Century”). Eco Century is a Japanese marketing and payment service company, and together we are offering marketing and WeChat Pay services to Japanese clients with a focus to attract Chinese tourists and consumers. We are also in discussion with these overseas partners to evaluate the possibility to introduce glasses free 3D technology to these countries. 

Responsibility Statement

We confirm that to the best of our knowledge:

a. the condensed set of financial statements has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’;

b. the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year; and,

c. the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Company’s strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.

The condensed accounts have not been reviewed by the auditors.

Jonathan Lo

Chief Executive Officer

28 September 2018

Interim Condensed Statement of Comprehensive Income

NotesGVMH 6 months Ended 30 June 2018GVCH Year End 31 December 2017GVCH 6 months Ended 30 June 2017
HK$’000HK$’000HK$’000
Turnover 7,4159,5143,771
Cost of Sales(4,166)(4,460)(2,179)
Gross Profit3,2495,0551,592
Other Income / Expenditure62231215
Administrative expenses3(8,263)(9,832)(4,852)
Depreciation(2,008)(6,972)(2,239)
Admission costs(8,385)--
Premium on reverse acquisition(5,259)--
Operating loss(20,604)(11,518)(5,284)
Finance Cost(141)(296)(150)
Loss before taxation(20,745)(11,814)(5,434)
Tax on loss on ordinary activities---
Loss after taxation(20,745)(11,814) (5,434)
Exchange difference arising on Translation -127 82
Loss and total comprehensive loss for the period (20,745)(11,687) (5,352)
(Loss)/profit attributable to:
Equity holders of the Company(20,699)(11,784)(5,492)
Non-controlling interests(46)(30)58
(20,745)(11,814)(5,434)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company(20,699)(11,657)(5,410)
Non-controlling interests(46)(30)58
(20,745)(11,687)(5,354)
Basic and diluted earnings per share (HK$)5(1.56)(944)(440)

Interim Condensed Statement of Changes in Equity

Share CapitalShare PremiumGroup Reorganization ReserveCapital Contribution arising from shareholders loanExchange ReserveNon-Controlling InterestRetained EarningsTotal Equity
HK$’000HK$’000HK$’000HK$’000HK$’000HK$’000HK$’000HK$’000
GVC At 30 June 201797 18,707 (9,060) 84487(3,330)(15,626)(8,281)
Re-Organization Reserve------14,69514,695
Capital Contribution------844844
Exchange Reserve----45-87132
Non-Controlling Interest-----(87)-(87)
Loss for the Period------(21,918)(21,918)
Balance at 31 December 2017 97 18,707 (9,060) 844 132 (3,417) (21,918)(14,615)
Share issue9------9
Share Premium-11,661-----11,661
Exchange Reserve----(209)--(209)
Non-Controlling Interest-----(47)-(47)
Loss for the Period------(6,699)(6,699)
Balance at 30 June 201810630,368(9,060)844(77)(3,464)(28,617)(9,900)
GVMH PLC
Balance at 19 June 201899,78245,835- - - - (21,918)123,699
Re-Organization Reserve--(96,631) - - - -(96,631)
Capital Contribution---844---844
Exchange Reserve----(222)--(222)
Non-Controlling Interest--- - - (3,464) -(3,464)
Loss for the period ----(20,699)(20,699)
Balance at 30 June 201899,782 45,835 (96,631) 844 (222) (3,464) (42,617)3,527

* On 19 June 2018, the Company’s shares were admitted to the Standard Listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange Main Market. In total these shares amounted to 96,287,079 Ordinary Shares.

Share capital is the amount subscribed for shares at nominal value.

Retained losses represent the cumulative loss of the Company attributable to equity shareholders.

Interim Condensed Statement of the Financial Position

NotesGVMH 30 June 2018GVC 31 December 2017GVC 30 June 2017
HK$’000HK$’000HK$’000
Assets
Non-Current Assets
Property, plant and equipment4,1926,1658,222
Investment in Subsidiary---
Total Non-Current Asset 4,1926,1658,222
Current assets
Inventories2,4032,826441
Trade and Other Receivables6,0833,8122,920
Deposits and Pre-Payments871672911
Cash and Cash Equivalents8,6921,1362,509
 Total Current Assets18,0498,4466,781
Total Assets 22,24114,611 15,004
Equity and Liabilities
Share Capital699,7829797
Share Premium Account645,83518,70718,707
Group Re-organization Reserve(96,631)(9,060)(9,060)
Capital Contribution arising from Shareholder’s Loan844844844
Exchange Reserves(222)13287
Non-Controlling Interest(3,464)(3,417)(3,330)
Retained Earnings(42,617)(21,918)(15,626)
Total Equity 3,527(14,615)(8,281)
Liabilities
Non-Current Liabilities
Shareholders loan8,5025,8605,214
Total Non-Current Liabilities8,5025,8605,214
Current Liabilities
Trade and Other Payables9,7597,6018,380
Amount Due to Directors7146-
Deposits Received3824,0481,922
Convertible Bonds-11,6707,768
Total Current Liability10,21223,36518,070
Total Liabilities 18,71429,225 23,284
Total Equity and Liabilities 22,24114,61115,004

Interim Condensed Cash Flow Statement

NotesGVMH 6 Months Ended 30 June 2018GVC For the year ended 31 December 2017GVC 6 Months Ended 30 June 2017
HK$’000HK$’000HK$’000
Cash flows from operating activities
Operating loss(20,745)(11,814)(5,434)
Add: Depreciation2,0086,9722,239
Add: Finance Cost on Shareholders loan141296150
Add: Non Cash Success fee6,972--
Add: Premium on reverse acquisition5,259--
Changes in working capital
(Increase) / decrease in inventories403(2,422)(38)
(Increase) / decrease in receivables120(2,146)(1,493)
Increase / (decrease) in payables(5,432)(1,931)1,742
Net cash flow from operating activities (11,274) (11,045) (2,834)
Investing Activities
Acquisition of GVMH net of cash balances6,032--
Payments for Purchase of Property, Plant and equity(34)(245)(2,636)
Net cash flow from investing activities 5,998 (245) (2,636)
Cash flows from financing activities:
(Repayment of) / proceeds from Shareholder loans2,500500-
Convertible bond-11,6707,768
Net proceeds from issue of shares66,978--
Net proceeds from share premium3,489--
Net cash flow from financing activities 12,96712,170 7,768
Net cash flow for the period7,6918802,298
Opening Cash and cash equivalents1,136129129
Effect on Foreign exchange rate changes(135)12782
Closing Cash and cash equivalents8,6921,136 2,509

Notes to the Interim Condensed Financial Statements

1. General Information

GRAND VISION MEDIA HOLDINGS PLC (‘the Company’) is incorporated in the United Kingdom. Details of the registered office, the officers and advisers to the Company are presented on the Directors and Advisers page at the end of this report. The information within these interim condensed financial statements and accompanying notes must be read in conjunction with the audited annual financial statements that have been prepared for the period ended 31 December 2017.

2. Basis of Preparation

These unaudited condensed consolidated interim financial statements for the six months ended 30 June 2018 were approved by the board and authorised for issue on 28 September 2018. 

The basis of preparation and accounting policies set out in the Annual Report and Accounts for the period ended 31 December 2017 have been applied in the preparation of these condensed interim financial statements. These interim financial statements have been prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards (“IFRS”) as endorsed by the EU that are expected to be applicable to the financial statements for the year ending 31 December 2018 and on the basis of the accounting policies expected to be used in those financial statements. 

The figures for the six months ended 30 June 2018 and 30 June 2017 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 December 2017 are extracts from the 2017 audited accounts. The independent auditor’s report on the 2017 accounts was not qualified.

The assets and liabilities of the legal subsidiary, GVC Holdings Limited are recognized and measured in the Group financial statements at the pre-combination carrying amounts, without restatement of fair value. The retained earnings and other equity balances recognized in the Group financial statements reflect the retained earnings and other equity balances of Grand Vision Media Holdings plc immediately before the reverse and the results of the period from 1 January 2018 to 30 June 2018 are those of GVC Holdings Limited and post reverse for GVMH . However, the equity structure appearing in the Group financial statements reflects the equity structure of the legal parent, Grand Vision Media Holdings plc, including the equity instruments issued in order to effect the reverse; and comparatives numbers presented in the financial statements are the consolidated numbers of GVC Holdings Limited for the periods ended 31 December 2017 and 30 June 2017.

3. Segmental Reporting

In the opinion of the Directors, the Company has one class of business, being that of social media marketing and operates in the Peoples Republic of China.

4. Company Result for the period

The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent Company income statement account.

The operating loss of the Company for the six months ended 30 June 2018 was HK$ 20,745,000 (2017:loss of HK$ 5,434,000, year ended 31 December 2017: HK$ 11,814,000). The current period operating loss incorporated the following main items:

GVMH 30 June 2018GVCH 31 December 2017GVCH 30 June 2017
(Unaudited)(Audited)(Unaudited)
HK$’000HK$‘000HK$‘000
Accounting and administration fees114260257
Employment expenses4,0356,1612,518
Rent fees1,1832,2321,332
Legal and professional fees39627390
Other expenses2,535906655
Total8,2639,8324,852

5. Earnings per Share

Earnings per share data is based on the Company result for the six months and the weighted average number of shares in issue.

Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:

GVMH 30 June 2018GVCH 31 December 2017GVCH 30 June 2017
HK$HK$HK$
Loss after tax(20,699,000)(11,784,000)(5,492,000)
Weighted average number of ordinary shares in issue13,234,43912,48612,486
Basic and diluted loss per share(1.56)(944)(440)

Basic and diluted earnings per share are the same, since where a loss is incurred the effect of outstanding share options and warrants is considered anti-dilutive and is ignored for the purpose of the loss per share calculation. There were no potential dilutive shares in issue during the period.

6. Share Capital

Ordinary shares are classified as equity. Proceeds from issuance of ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares are deducted against share capital.

Allotted, called up and fully paid ordinary shares of 10p eachNumber of sharesShare CapitalShare CapitalShare PremiumShare Premium
£HK$£HK$
Balance at 26 February 201650,000,00050,000518,150--
Balance at 30 June 201650,000,00050,000518,150--
Share issue – 2 August 201660,000,00060,000621,780--
Consolidate shares – 3 August 2016(108,900,000)----
Balance at 31 December 20161,100,000110,0001,139,930--
Share issue – 10 January 20175,130,000513,0005,316,219257,0002,663,291
Balance at 30 June 20176,230,000623,0006,456,149257,0002,663,291
After Acquisition Share 19 June 201890,057,0799,005,70893,326,1514,502,85446,663,075
Balance at 30 June 201896,287,0799,628,70899,782,3004,759,85449,326,366

7 Events Subsequent to 30 June 2018

There were no events subsequent to the period end.

8 Reverse Acquisition

The reverse acquisition occurred just prior to the period end and the consolidated numbers of GVC Holdings Limited are presented below for illustration purposes only:

Income statement for GVCH for the period ended 30 June 2018

GVCH 6 months Ended 30 June 2018
HK$’000
Turnover 7,415
Cost of Sales(4,166)
Gross Profit3,249
Other Income / Expenditure62
Administrative expenses(7,907)
EBITDA(4,596)
Finance Cost(141)
Depreciation(2,008)
Gain (Loss) on disposal-
Loss before taxation(6,745)
Tax on loss on ordinary activities-
Loss after taxation(6,745)
Exchange difference arising on Translation -
Loss and total comprehensive loss for the period (6,745)
(Loss)/profit attributable to:
Equity holders of the Company(6,699)
Non-controlling interests(47)
(6,745)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company(6,699)
Non-controlling interests(47)
(6,745)
Basic and diluted loss per share (HK$)(540)

Balance Sheet for GVCH for the period ended 30 June 2018

GVCH 30 June 2018
HK$’000
Assets
Non-Current Assets
Property, plant and equipment4,192
Investment in Subsidiary-
Total Non-Current Asset 4,192
Current assets
Inventories2,403
Trade and Other Receivables3,845
Deposits and Pre-Payments803
Cash and Cash Equivalents2,660
 Total Current Assets9,711
Total Assets 13,903
Equity and Liabilities
Share Capital106
Share Premium Account30,368
Group Re-organization Reserve(9,059)
Capital Contribution arising from Shareholder’s Loan844
Exchange Reverses(77)
Non-Controlling Interest(3,464)
Retained Earnings(28,617)
Total Equity (9,899)
Liabilities
Non-Current Liabilities
Shareholders loan8,501
Total Non-Current Liabilities8,501
Current Liabilities
Trade and Other Payables9,216
Amount due to GVMH5,632
Amount Due to Directors71
Deposits Received382
Other Creditors-
Total Current Liability15,301
Total Liabilities 23,802
Total Equity and Liabilities 13,903

9. Reports

This interim condensed financial statements will be available shortly on the Company website at www.gvmh.co.uk

For more information:

Grand Vision Media Holdings plchttp://gvmh.co.uk/
Edward Kwan-Mang Ng, DirectorTel: +44 (0) 20 7866 2145 or info@gvmh.co.uk
Alfred Henry Corporate Finance Ltd
Nick Michaels / Jon IsaacsTel: +44 (0) 20 3772 0021 or enquiries@alfredhenry.com

 ENDS -

Date   Source Headline
16th Feb 20249:28 amPRNAppointment of Auditor
21st Dec 202311:26 amPRNResignation of Auditor
28th Sep 20238:06 amPRNHalf-year Report
22nd Jun 20232:00 pmPRNResult of AGM
28th Apr 202312:40 pmPRNFinal Results
11th Mar 20223:48 pmPRNCorrection: Final Results
8th Mar 202210:22 amPRNHalf-year Report
1st Mar 20228:41 amPRNFinal Results
22nd Dec 20212:41 pmPRNStatement re results and trading update
29th Oct 20211:39 pmPRNStatement re results and trading update
1st Jul 20218:00 amPRNSuspension of Listing
1st Jul 20217:30 amRNSSuspension - Grand Vision Media Holdings PLC
12th Nov 20201:02 pmPRNResult of AGM
28th Oct 202010:46 amPRNHalf-year Report
20th Oct 20205:14 pmPRNNotice of AGM
1st Jul 20207:00 amPRNFinal Results
1st Jul 20207:00 amPRNFinal Results
9th Jun 202012:29 pmPRNStatement re Corporate Consolidation
28th Apr 202011:27 amPRNTrading Statement
22nd Jan 20203:02 pmPRNForm TR-1: Notification of major holdings
22nd Jan 20202:56 pmPRNForm TR-1: Notification of major holdings
20th Jan 202012:08 pmPRNDirectorate Change and PDMR Shareholding
30th Sep 20197:00 amPRNHalf-year Report
19th Jul 20197:00 amPRNAnnouncement re: Convertible Loan Notes
28th Jun 20191:02 pmPRNResult of AGM
3rd Jun 20194:00 pmPRNNotice of AGM
1st May 20197:00 amPRNFinal Results
11th Feb 20194:17 pmPRNStatement re Strategic Partner in Japan
31st Jan 20197:00 amPRNStatement re New Strategic Partner in Korea
9th Jan 20197:00 amPRNStatement re Contract with Chinese Cinema Partner
19th Dec 20181:51 pmPRNStatement re Media Network
1st Oct 20182:02 pmPRNStatement re Appointment of broker
1st Oct 20187:00 amPRNService Test Notice
28th Sep 20182:22 pmPRNHalf-year Report
6th Jul 20187:00 amPRNNotice of AGM
19th Jun 20188:00 amPRNAcquisition and Admission to Trading
18th Jun 20182:00 pmPRNResults of General Meeting
7th Jun 20182:02 pmPRNUpdate on Acquisition
30th Apr 20189:43 amPRNFinal Results
15th Nov 20174:11 pmPRNStatement re Update on Acquisition and Suspension
28th Sep 201711:31 amPRNHalf-year Report
15th Sep 20174:06 pmPRNTR1 Notifications
15th Sep 20174:00 pmPRNTR1 Notification
31st Aug 201712:16 pmPRNResult of AGM
4th Aug 20171:40 pmPRNNotice of AGM
28th Apr 20173:59 pmPRNFinal Results
17th Feb 20177:35 amPRNPossible Acquisition and Suspension of Listing
10th Jan 20177:00 amPRNPublication of Prospectus and Admission to Trading
10th Jan 20177:00 amPRNPublication of Prospectus and Admission to Trading

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