TIDMFAL
RNS Number : 4683J
Falcon Acquisitions Limited
12 September 2016
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 market
-- Shares suspended from trading on the London Stock Exchange on 25 July 2016 as the acquisition constitutes
a reverse takeover
-- Strong cash position following successful total raise of over GBP4.1 million, enabling Company to progress
acquisition of foundation investment and support development of wider OTT service offering
-- Appointment 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 GBP163,000 in June, this, in
conjunction with the GBP3.95 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 GBP664,000 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 As at
31 December
2015
(unaudited) (audited)
Note GBP'000 GBP'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
Period ended
30 June
2016 30 June 2015
(unaudited) (unaudited)
Note GBP'000 GBP'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 Share Accumulated Total
capital Premium deficit
GBP'000 GBP'000 GBP'000 GBP'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 GBP282k as expenses
in relation to the issue of ordinary shares on admission to the
London Stock Exchange's main market. In 2015 GBP169k was recognised
and a further GBP113k 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 GBP38k. 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 Period ended
30 June 30 June
2016 2015
(unaudited) (unaudited)
GBP'000 GBP'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
GBP0.01 each.
On 27 July 2015, an additional 4,375,000 ordinary shares were
issued at GBP0.08 per share to the sole shareholder, GSC SICAV plc
- GSC Global Fund, for a cash consideration of GBP350,000. As a
result, a share capital of GBP43,750 and a share premium of
GBP306,250 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 GBP8. As a result, a share capital of GBP0.01 and a share
premium of GBP7.99 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 GBP0.10 per Ordinary Share, raising GBP 1.6
million.
On 21 April 2016 the Company issued 10,000,000 shares at a price
of GBP 0.20 per Ordinary Share, raising GBP 2 million.
On 17 June 2016 the Company issued further 815,000 shares at a
price of GBP 0.20 per Ordinary Share, raising GBP 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
(GBP) (54,260)
-----------
Weighted average number of ordinary
shares 100
-----------
Loss per ordinary share (GBP) (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
(GBP) (664,201)
-----------
Weighted average number of ordinary
shares 11,886,521
-----------
Loss per ordinary share (GBP) (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
+44 (0) 75 0187
Gert Rieder 8385
St Brides Partners Ltd (PR)
Lottie Brocklehurst, Frank +44 (0) 20 7236
Buhagiar 1177
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR LLFSVADIAIIR
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