Last checked at 15 Aug 2012 16:00
15 August 2012
Marechale Capital plc
("Marechale Capital" of the "Company")
Consolidated Financial Statements for the year ended 31 March 2012
Chairman's Statement
For the year ended 31 March 2012
During the financial year ending March 2012, Marechale Capital has continued to build on its position as an investment banking and corporate finance business specialising in advising and raising capital for high growth UK companies. Revenue from advisory fees and commissions increased by 10% from £632k to £694k, despite losing £50k of non-recurring rental income last year, which generated an Operating Profit of £25k compared to an Operating Loss in 2011 of £58k.
The Board is highly encouraged by this performance which was well above plan and despite difficult market conditions.
During the year the Company has been active in marketing its services and has engaged and completed thirteen transactions of which six generated, in addition to the usual cash fees, equity, equity options and warrants.
Marechale Capital's focus is on advising growth companies and funds, mainly private but also quoted, with a particular expertise in the renewable, consumer and leisure sectors; the latter, in particular, has become an area in which the Company is developing a leading reputation. The Company's two key areas of activity are Growth Capital through private equity transactions, for more established businesses, and Development Capital, fundraising for smaller growth companies, the latter typically being Enterprise Investment Scheme (EIS) qualifying.
The Company completed two Growth Capital private equity transactions during the year; advising and procuring £38m of funding to help the management team of Halcyon Hotels plc on the buy-back of seven hotels from the administrators of Von Essen, and Osprey Publishing Ltd on their refinancing and subsequent £4m investment by Alcuin Partners Ltd. During the current year, Marechale Capital has also completed its second publishing company transaction.
The second area of activity is Development Capital fundraising, typically £1-2m, for established but earlier stage growth companies which are usually EIS qualifying, where a range of investors known to the Company can benefit from the tax advantages under EIS. We have successfully completed funding for a number of such businesses during the year, including an online Gaming business called Betclearer, as well as further fundraisings for existing successful clients including pubs group Heartstone Inns, anaerobic digestion business Future Biogas, and the online trading exchange, Traccr.
Marechale Capital generates revenues from advisory fees and fund raising commissions, as well as equity, warrants or a percentage of the 'carry' on fund raisings. The three year plan is to increase the profitability of the business and increase the asset value of the Company through increasing and realising value in these equity, warrant and carry positions. For reasons of uncertainty and illiquidity, we are unable reliably to estimate a value for the warrants, but nonetheless we have been able to start to demonstrate the rationale in this by selling one such warrant position, for a four times uplift in strike price value in March realising a gain of £17,000.
When requested, Marechale Capital will invest its own funds in support of its clients fundraisings, and to this end, on 1 April 2011, the Company issued 5m new shares at 2p/share, representing an increase of approximately 10% raising £100,000.
Marechale Capital is quoted on the AIM Market of the London Stock Exchange and, whilst it has received and looked at a number of potentially interesting acquisitions, investment, and merger opportunities particularly in fund management, and remains open to such approaches, none to date has been progressed.
Market conditions remain challenging, as they have been for a number of years, and whilst there is increased demand for Marechale Capital's advisory and fund raising services, investor appetite is restrained, even with EIS tax advantages, and only available for exceptional investment opportunities, particularly in the Development Capital division. The Government has however further enhanced the EIS scheme in this year's budget, and the Board believes that this will assist in securing funding for quality qualifying companies seeking funding in the future.
Marechale Capital has a good pipeline of Growth and Development Capital transactions in its core sectors of renewables, consumer, and leisure. However, we continue to remain cautious about overall market conditions, which affect the operating environments of our client companies and the environment in which we assist them in raising their debt and equity funding.
Mark Warde-Norbury
Chairman
15 August 2012
For further information please contact:
Marechale Capital | Tel: +44 (0)20 7628 5582 |
Mark Warde-Norbury | |
Patrick Booth-Clibborn | |
Smith & Williamson Corporate Finance | Tel: +44 (0)20 7131 4000 |
Dr Azhic Basirov | |
David Jones |
Consolidated Income Statement
Year ended 31 March 2012
Year ended | Year ended | |||||
31-Mar | 31-Mar | |||||
Notes | 2012 | 2011 | ||||
(£) | (£) | |||||
Continuing operations | ||||||
Revenue | 2 | 694,403 | 631,909 | |||
Cost of sales | (47,110) | (53,837) | ||||
Gross profit | 647,293 | 578,072 | ||||
Administrative expenses | (621,779) | (636,169) | ||||
Operating profit/ (loss) | 25,514 | (58,097) | ||||
Investment revenues | 1,175 | 2,220 | ||||
Other (losses) and gains | (9,025) | 29,596 | ||||
Profit/ (loss) before tax | 17,664 | (26,281) | ||||
Taxation | 0 | 0 | ||||
Profit/ (Loss) for the year on continuing operations | 17,664 | (26,281) | ||||
Profit/ (Loss) per share | 3 | (Pence) | (Pence) | |||
Basic | ||||||
- Continuing operations | 0.03 | (0.06) | ||||
Consolidated Statement of Comprehensive Income
Year ended | Year ended | ||||
31-Mar | 31-Mar | ||||
2012 | 2011 | ||||
(£) | (£) | ||||
Profit/ (loss) for the year | 17,664 | (26,281) | |||
Other comprehensive income | |||||
Revaluation of investments | (4,612) | (6,722) | |||
Realised loss on investments | 0 | 0 | |||
(4,612) | (6,722) | ||||
Total recognised comprehensive income | |||||
(all attributable to owners of the parent) | 13,052 | (33,003) | |||
Consolidated Balance Sheet
Year ended 31 March 2012
Year ended | Year ended | ||||
31-Mar | 31-Mar | ||||
2012 | 2011 | ||||
(£) | (£) | ||||
Non current assets | |||||
Property, plant and equipment | 0 | 0 | |||
Current assets | |||||
Available for sale investments | 72,238 | 62,826 | |||
Trading investments | 1,600 | 30,150 | |||
Trade and other receivables | 152,092 | 82,481 | |||
Cash and cash equivalents | 310,750 | 242,064 | |||
536,680 | 417,521 | ||||
Total assets | 536,680 | 417,521 | |||
Current liabilities | |||||
Trade and other payables | (54,630) | (48,523) | |||
Total current liabilities | (54,630) | (48,523) | |||
Net assets | 482,050 | 368,998 | |||
Equity | |||||
Capital and reserves attributable to equity shareholders | |||||
Share capital | 2,421,870 | 2,371,870 | |||
Share premium account | 1,227,453 | 1,177,453 | |||
Revaluation reserves | 16,989 | 21,601 | |||
Other reserves | (50,254) | (50,254) | |||
Retained earnings | (3,134,008) | (3,151,672) | |||
482,050 | 368,998 | ||||
Statement of Changes in Equity
Year ended 31 March 2012
Share capital | Share premium | Revaluation reserve | Other reserves | Retained earnings | |||
Group | (£) | (£) | (£) | (£) | (£) | ||
Balance at 31st March 2010 | 2,371,870 | 1,177,453 | 28,323 | (50,254) | (3,125,391) | ||
Issue of ordinary share capital | 0 | 0 | 0 | 0 | 0 | ||
Release of reserve for lapsed options | 0 | 0 | 0 | 0 | 0 | ||
Transactions with owners | 0 | 0 | 0 | 0 | 0 | ||
Total comprehensive income | |||||||
Loss for the period | 0 | 0 | 0 | 0 | (26,281) | ||
Revaluation during the period | 0 | 0 | (6,722) | 0 | 0 | ||
Total comprehensive income | 0 | 0 | (6,722) | 0 | (26,281) | ||
Balance at 31st March 2011 | 2,371,870 | 1,177,453 | 21,601 | (50,254) | (3,151,672) | ||
Issue of ordinary share capital | 50,000 | 50,000 | 0 | 0 | 0 | ||
Release of reserve for lapsed options | 0 | 0 | 0 | 0 | 0 | ||
Transactions with owners | 50,000 | 50,000 | 0 | 0 | 0 | ||
Total comprehensive income | |||||||
Profit for the period | 0 | 0 | 0 | 0 | 17,664 | ||
Revaluation during the period | 0 | 0 | (4,612) | 0 | 0 | ||
Total comprehensive income | 0 | 0 | (4,612) | 0 | 17,664 | ||
Balance at 31st March 2012 | 2,421,870 | 1,227,453 | 16,989 | (50,254) | (3,134,008) | ||
Movements of the Revaluation reserve consist of: | 2012 | 2011 | |||||
Unrealised gains/ (losses) | (4,612) | 13,360 | |||||
Release of unrealised gains to Profit and Loss | 0 | (20,082) | |||||
(4,612) | (6,722) | ||||||
Other reserves consist of: | |||||||
Reserve for employee share ownership plan ('ESOP') | (50,254) | (50,254) | |||||
Reserve for share based payments | 0 | 0 | |||||
(50,254) | (50,254) | ||||||
The Reserve for ESOP comprises 232,603 shares in the Group held in an ESOP Trust. As at 31st March 2012 and 2011, none of the shares had been unconditionally granted to any of the Group's employees and had an aggregate market value of £3,490 (2011: £4,652).
Consolidated Cash Flow Statement
Year ended 31 March 2012
Year ended | Year ended | ||||
31-Mar | 31-Mar | ||||
2012 | 2011 | ||||
(£) | (£) | ||||
Net cash from operating activities | |||||
Continuing operations: Operating profit/ (loss) | 25,514 | (58,097) | |||
Operating cash flows before movements in working capital | 25,514 | (58,097) | |||
Movement in working capital | |||||
(Increase) in receivables | (69,610) | (19,508) | |||
Increase/ (decrease) in payables | 6,107 | (69,588) | |||
(63,503) | (89,096) | ||||
Operating cash flow | (37,989) | (147,193) | |||
Investment activities | |||||
Interest receivable | 1,175 | 2,220 | |||
Proceeds on disposal of trading investments | 19,525 | 0 | |||
Proceeds on disposal of available for sale investments | 0 | 27,606 | |||
Expenditure on available for sale investments | (14,025) | (40,000) | |||
Cash flow from investing activities | 6,675 | (10,174) | |||
Financing | |||||
Issue of share capital | 100,000 | 0 | |||
Cash flow from financing activities | 100,000 | 0 | |||
Net increase/ (decrease) in cash and cash equivalents | 68,686 | (157,367) | |||
Cash and cash equivalents at start of period | 242,064 | 399,431 | |||
Cash and cash equivalents at end of period | 310,750 | 242,064 | |||
Increase/ (decrease) in cash and cash equivalents | 68,686 | (157,367) | |||
Notes to the Financial Information
Year ended 31 March 2012
1. Basis of preparation
The financial information contained in this announcement is based on the Company's financial statements which have been prepared in accordance with IFRS and International Financial Reporting Interpretations Committee ('IFRIC') interpretations adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, with the prior periods being reported on the same basis. The financial statements have been prepared on the historical cost basis as modified by the valuation of certain financial instruments.
The principal accounting policies adopted in the preparation of the financial information in this announcement are set out in the Company's full financial statements for the year ended 31 March 2012.
2. Business and geographical segments
The directors consider that there is only one activity undertaken by the Group, that of corporate finance advisory. All of this activity was undertaken in the United Kingdom.
2012 | 2011 | |||
(£) | (£) | |||
Continuing operations | ||||
Fees earned from corporate finance | 694,403 | 631,909 | ||
3. Earnings per share
Earnings | Earnings | ||||
(£) | (£) | ||||
Based on a profit/ (loss) of | 17,664 | (26,281) | |||
No. shares | No. shares | ||||
Weighted average number of Ordinary Shares in issue | 52,437,410 | 47,437,410 | |||
for the purpose of basic earnings per share | |||||
4. Other Matters
The financial information for the year ended 31 March 2012 set out in this announcement does not constitute statutory financial statement, as defined in section 434 of the Companies Act 2006, but is based on the statutory financial statement for the year then ended. Those financial statements, upon which the auditors have issued an unqualified opinion, will be delivered to the Registrar of Companies.
Copies of the Company's full audited Annual Report and Financial Statements for the year ended 31 March 2012 will be sent to shareholders in due course and will be available on the Company's website: www.marechalecapital.com.