TIDMMCAP
RNS Number : 3416Z
Macaulay Capital PLC
15 May 2023
Macaulay Capital PLC
15 May 2023
Macaulay Capital PLC
("Macaulay Capital" or the "Company")
Final Results
Macaulay Capital PLC (AQSE:MCAP), which was formed to originate
and manage corporate transactions, raise funds from third parties,
invest its own funds alongside those of external investors and to
manage its investment portfolio with the aim of maximising its
value, announces its final results for the period ended 31 December
2022.
Copies of the annual report will be sent today to shareholders
along with the Notice of the Company's Annual General Meeting which
will take place on Tuesday 6 June 2023 at noon at 11 Laura Place,
Bath, BA2 4BL
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
S
Enquiries:
Macaulay Capital PLC
+44 (0)12 2554
Clive Milner 1904
Cairn Financial Advisers LLP (AQSE Corporate
Adviser)
James Caithie
Louise O'Driscoll +44 (0)20 7213
Emily Staples 0880
Oberon Capital (Broker)
+44 (0)20 3179
Chris Crawford 5304
For more information please visit: www.macaulaycapital.com
Chairman's Statement
For the period ended 31 December 2022
I am delighted to be writing this inaugural Chairman's statement
for Macaulay Capital Plc ("Macaulay") and to welcome all
Shareholders to the Group following the flotation of the Company on
29 July 2022.
These accounts are for the period from Macaulay's incorporation
on 13 May 2022 to our year end of 31 December 2022.
Background
When we embarked on the fundraise and admission to trading on
the Aquis Stock Exchange Growth Market we had hoped for admission
to have been achieved by the end of April 2022. In the event,
whilst the fundraising was complete, for reasons wholly unrelated
to the Group, a whole host of clearing banks turned down the
opportunity to provide the simple banking services we required.
Fortunately, the historical, enlightened, and pragmatic Hoare and
Co stepped forward and we were able to complete the IPO.
Our share capital comprises 10,000,000 shares which were issued
at 20p per share, raising a gross total of GBP2 million, made up of
GBP100,000 raised prior to admission and an additional GBP1.9
million raised on flotation.
The Horner Family is collectively the largest shareholder block
with a total of 2.1 million shares (21.0%) today, which we expect
to increase by a further 6 million shares over the next 15 months
to 8.1 million shares (50.3%), through the exercise of warrants
priced at 25p per share.
Much work has been done to position the Group well for the
future, including establishing the compliance and regulatory
framework, building the website, setting up the processes for
onboarding potential investors in the Macaulay transactions and
building our pipeline of potential opportunities, which is of
course changing the whole time.
In early 2022 we considered embarking on the process of FCA
authorisation as an independent company but felt that this might
lead to further delays in establishing Macaulay. We therefore opted
to be an Appointed Representative of The Fund Incubator Limited.
Whilst this is a satisfactory solution for the time being, we wish
to be completely independent in the future and will, when time
permits, commence the lengthy and expensive process of seeking FCA
authorisation.
Trading Activities
In May 2022 we completed the first Macaulay transaction,
assisting Devonvale Limited's ("Devonvale") management team to buy
out the company's founders. Devonvale was established in Honiton in
2002 and is a manufacturer of flapjacks, cakes and cereal bars. We
established Vale Foods (Holdings) Limited to effect the buyout in
conjunction with Martin Loader (Managing Director) and an incoming
Executive Chairman, Tony Revill-Johnson, and invested GBP1 million,
subscribing for 40% of the equity for GBP86,000 and for GBP914,000
of loan stock with a coupon of 8%.
As this transaction was ready to complete prior to the Company's
fundraise and admission to AQSE and we did not want to delay or
fail to achieve its completion, the Horner Family provided the
interim funding required for the investment. Accordingly, Macaulay
invested GBP200,000 and GBP800,000 was invested by the Horner
Family. By the end of 2022, the Horner Family had successfully sold
down all of the GBP800,000 portion at cost to third party investors
introduced by Macaulay.
We are pleased to say that some six months from the purchase,
Devonvale is performing in line with expectations.
On 23 March 2023 we announced the completion of another
transaction, being the secondary management buy-out of Camloc
Motion Control Limited, an established Midlands based precision
engineering business which manufactures compression struts and
dampers. This was bought from a private equity fund managed by
Foresight plc and again we partnered with the incumbent management
team. In this case Macaulay has taken on some GBP700,000 of the
total fundraise of approximately GBP1.55 million and intends to
sell down GBP500,000 of its investment in due course. Given the
total funding was made up of GBP52,666 for approximately 52.7% of
the equity and GBP1,498,359 in 8% loan stock, Macaulay will be
earning a significantly enhanced coupon on its investment over the
"usual" GBP200,000.
We have found that as we meet and explain Macaulay's operations
to potential future investors, they ask what we have available for
them to invest in. So, going forward we might well have a "stock"
of investments which are earning a good running yield for Macaulay,
thus enabling us to present potential investors with an immediate
range of opportunities.
The Legacy Portfolio
In addition to Devonvale, Macaulay manages the investment
portfolio transferred from Chelverton Asset Management Limited,
(the "Legacy Portfolio" and "CAM" respectively). The Legacy
Portfolio consists of five investments previously carried out by
the "Macaulay Team" as part of CAM and financed by the group of
investors coming under the Chelverton Investor Club banner. All of
the agreements between CAM and the Legacy Portfolio companies have
been novated to Macaulay giving it direct responsibility for
on-going monitoring activities and entitling it to management fees,
together with the potential for additional performance fees on
exit.
Investors
Having a pool of potential investors for the underlying
opportunities that Macaulay creates is a business imperative.
However, there is a "Catch 22" - which is that when we have
investment opportunities for people we attract their interest - but
unless we have a critical mass of investors to fund any given
transaction it can be difficult to attract investment
opportunities.
Our marketing efforts are aimed at trying to find people like
us, who consider the area of the market in which we operate to be
underserved. We aim to create shareholder value through the
identification of opportunities to invest in established companies
which, if they were ten times larger, would attract much greater
interest and would therefore command a much higher rating.
We have also been trying to impress on potential investors the
importance of investing across a range of our opportunities and
building a portfolio by investing in transactions created by
Macaulay over several years and thus reducing their investment
risk.
Outlook
As we expected we are finding no shortage of investment
opportunities to consider. As we are highly selective, we reject
the majority of these, taking on only a handful to offer stage and
then finally presenting an even smaller number, say 3 - 5 a year,
to potential investors.
The process is time-consuming and often unrewarding but
necessary to achieve good outcomes for us and our fellow investors.
We will continue marketing and introducing "the Macaulay Approach"
to
High-Net-Worth individuals and Family Offices for whom what we
do, particularly in a time of rising Inheritance Tax Assessments,
should be of great interest.
We are pleased with the progress that has been made to date and
fully expect to make greater steps forward in the current year.
Finally, and on behalf of the Board, I would like to thank our
Shareholders, employees and advisers for their support.
Lindsay Mair
Chairman
12 May 2023
Consolidated Statement of Comprehensive Income
for the period ended 31 December 2022
Period to
31 December 2022
Notes GBP
Income 4 118,737
Other expenses 5/6 (502,827)
Loss on ordinary activities before interest
and taxation (384,090)
Loan interest 7 (904)
-----------------------------
Loss on ordinary activities before taxation (384,994)
-----------------------------
Taxation 8 -
-----------------------------
Loss on ordinary activities after taxation (384,994)
-----------------------------
Loss per Ordinary share in pence 10 (3.85)
-----------------------------
The notes below form part of these financial statements
Consolidated Balance Sheet
For the period ended 31 December 2022
2022
Notes GBP
Fixed assets
Tangible assets 11 4,219
Investments at fair value through profit or loss 12 200,000
---------
204,219
Current assets
Debtors: amounts falling due within one year 14 104,962
Cash at bank and in hand 1,189,219
---------
1,294,181
---------
Creditors: amounts falling due within one year
Other creditors and accruals 15 (60,394)
---------
Net current assets 1,233,787
---------
Net assets 1,438,006
---------
Capital and reserves
Called up share capital 16 1,000,000
Share premium account 2.17 823,000
Profit and loss account (384,994)
---------
Shareholders' funds 1,438,006
---------
The financial statements were approved and authorised for issue
by the Board and were signed on its behalf on 12 May 2023.
Lindsay Mair
Director
The notes below form part of these financial statements
Company Balance Sheet
for the period ended 31 December 2022
2022
Notes GBP
Fixed assets
Investments in subsidiary 13 1,000,000
1,000,000
Current assets
Debtors: amounts falling due within
one year 14 28,517
Cash at bank and in hand 1,082,652
---------
1,111,169
---------
Creditors: amounts falling due within
one year
Other creditors and accruals 15 (390,814)
---------
Net current assets 720,355
---------
Net assets 1,720,355
---------
Capital and reserves
Called up share capital 16 1,000,000
Share premium account 823,000
Profit and loss account (102,645)
---------
Equity Shareholders' funds 1,720,355
---------
The financial statements were approved and authorised for issue
by the Board on 12 May 2023 and were signed on its behalf by
Lindsay Mair Director
The notes below form part of these financial statements.
Consolidated Statement of Changes in Equity
for the period ended 31 December 2022
Called up Share premium Profit and Total
share capital account loss account equity
GBP GBP GBP GBP
At 13 May 2022 - - - -
Total comprehensive
income for
the period:
Loss for the period - - (384,994) (384,994)
Transactions with
Shareholders
recorded directly to
equity:
Issue of Ordinary shares 1,000,000 1,000,000 - 2,000,000
Expenses of share issue - (175,000) - (175,000)
Irrecoverable VAT on
share issue
expenses - (2,000) - (2,000)
--------------------- ---------------------- --------------------- ---------------------
At 31 December 2022 1,000,000 823,000 (384,994) 1,438,006
--------------------- ---------------------- --------------------- ---------------------
The notes below form part of these financial statements.
Company Statement of Changes in Equity
for the period ended 31 December 2022
Called Share Profit
up premium and loss
share capital account account Total equity
GBP GBP GBP GBP
At 13 May 2022 - - - -
Total comprehensive income
for
the period:
Loss for the period - - (102,645) (102,645)
Transactions with Shareholders
recorded directly to equity:
Issue of Ordinary shares 1,000,000 1,000,000 - 2,000,000
Expenses of share issue - (175,000) - (175,000)
Irrecoverable VAT on share
issue expenses - (2,000) - (2,000)
------------------ ------------------ ------------------ ------------------
At 31 December 2022 1,000,000 823,000 (102,645) 1,720,355
------------------ ------------------ ------------------ ------------------
The notes below form part of these financial statements.
.
Consolidated Cash Flow
for the period ended 31 December 2022
2022
GBP
Cash flows used in operating activities:
Loss for the year (384,994)
Adjusted for:
Depreciation of assets 1,407
Interest paid 904
Increase in debtors (104,962)
Increase in creditors 60,394
---------
Net cash used in operating activities (427,251)
Cash used in investing activities:
Purchase of investments (200,000)
Purchase of fixed assets (5,626)
---------
Net cash used in investing activities (205,626)
Cash flows generated from financing activities:
Issue of Ordinary shares 2,000,000
Share issue expenses (including irrecoverable
VAT) (177,000)
Interest paid (904)
---------
Net cash generated from financing activities 1,822,096
---------
Net increase in cash and cash equivalents 1,189,219
---------
Reconciliation of net cash flow to movement in
net cash:
Increase in cash 1,189,219
Net cash at start of period -
---------
Net cash at end of period 1,189,219
---------
The notes below form part of these financial statements.
Notes to the Financial Statements
for the period ended 31 December 2022
1 General information
Macaulay Capital Plc was incorporated on 13 May 2022 for the
purpose of acquiring Macaulay Management Limited ("MML"). MML was
incorporated on 14 October 2021 and was formed to originate and
manage corporate transactions, raise funds from third parties,
invest the Group's own funds alongside those of external investors
and to manage the Group's investment portfolio with the aim of
maximising its value. Macaulay Capital Plc acquired the entire
issued share capital of MML on 14 June 2022.
The Company is a public limited company, which is incorporated
and registered in England and Wales (Registered number:
14105915).
The registered office address is Suite 8, Bridge House,
Courtenay Street, Newton Abbot, TQ12 2QS.
2 Accounting policies
2.1 Basis of preparation of financial statements
The financial statements have been prepared under the historical
cost convention unless otherwise specified within these accounting
policies and in accordance with Financial Reporting Standard 102,
the Financial Reporting Standard applicable in the UK and the
Republic of Ireland and the Companies Act 2006.
The Company has taken advantage of the exemption allowed under
section 408 of the Companies Act 2006 and has not presented its own
Statement of comprehensive income in these financial
statements.
The preparation of financial statements in compliance with FRS
102 requires the use of certain critical accounting estimates. It
also requires management to exercise judgement in applying the
Company's accounting policies (see note 3).
The following principal accounting policies have been
applied:
2.2 Basis of consolidation
The consolidated financial statements incorporate the results of
the Company and its subsidiary MML, (the Group), as if they form a
single entity using merger accounting. On the establishment of the
Company as the ultimate parent of the Group, no change in ownership
occurred and the entity was established for the purpose of
acquiring MML. Therefore, the requirements of purchase method
accounting did not apply.
The financial statements of the subsidiary are prepared for the
period 14 October 2021 to 31 December 2022 using consistent
accounting policies. All inter-company balances and transactions,
including unrealised profits arising from them are eliminated on
consolidation.
2.3 Going concern
Company law requires the Directors to consider the
appropriateness of the going concern basis when preparing the
financial statements. Having reviewed cash flow forecasts for the
period to December 2024, the Directors confirm that they consider
that the going concern basis is appropriate. This review included
consideration of the Group's financial position in respect of its
cash flows and investment commitments (of which there are none of
significance), the working arrangements of key service providers,
the impact of the conflict in
Ukraine and the current economic environment. In addition, the
Directors are not aware of any material uncertainties that may cast
significant doubt upon the Group's ability to continue as a going
concern.
The Directors believe that the Group has sufficient resources to
continue in operational existence for the foreseeable future. Thus,
they have adopted the going concern basis of accounting in
preparing the annual financial statements.
2.4 Income
Income is attributable to the principal activities of the Group
which are to manage corporate transactions, raise funds from third
parties, invest the Group's own funds alongside those of external
investors and to manage the Group's investment portfolio.
All of the reported revenue and operational results for the
period derive from the Group's external investments and its
investments and are recognised on an accruals basis. The Group is
not reliant on any one customer.
2.5 Tangible fixed assets
Tangible fixed assets are stated at historical cost less
accumulated depreciation and any accumulated impairment losses.
Historical cost includes expenditure that is directly attributable
to bringing the asset to the location and condition necessary for
it to be capable of operating in the manner intended by
management.
Depreciation is charged so as to allocate the cost of assets
less their residual value over their estimated useful lives, using
the methods below:
Computer equipment - 4 years straight line.
2.6 Investment in subsidiaries
Investments in subsidiaries are measured at cost less any
accumulated impairment in value.
2.7 Investments
Investments are measured initially at cost and at subsequent
reporting dates at fair value and derecognised at the trade
date.
2.8 Debtors
Short-term debtors are measured at transaction price, less any
impairment.
2.9 Cash and cash equivalents
Cash comprises cash at bank and demand deposits. Cash
equivalents are short-term, highly liquid investments that are
readily convertible to known amounts of cash and which are subject
to insignificant risk of changes in value.
For the purpose of the Cash Flow Statement, cash and cash
equivalents consist of cash and cash equivalents as defined
above.
2.10 Financial instruments
The Group only enters into basic financial instruments
transactions that result in the recognition of financial assets and
liabilities like trade and other debtors and creditors.
Financial assets that are measured at cost and amortised cost
are assessed at the end of each reporting period for objective
evidence of impairment. If objective evidence of impairment is
found, an impairment loss is recognised in the income
statement.
2.11 Creditors
Short-term creditors are measured at the transaction price.
Other financial liabilities, should they arise, will be measured
initially at fair value net of transaction costs, and will be
measured subsequently at amortised cost using the effective
interest method.
2.12 Pensions - contributory pension plan
The Group operates a contributory plan for its employees. Once
the contributions have been paid the Group has no further payment
obligations.
The contributions are recognised as an expense in the Profit and
Loss account when they fall due. Amounts not paid are shown in
accruals as a liability in the Balance Sheet. The current employees
have opted out of the Scheme and hence there will be no charge in
the Profit and Loss account going forward.
2.13 Interest income
Interest income is recognised in the consolidated profit or loss
using the effective interest method.
2.14 Earnings per share
Basic earnings per share is calculated by dividing the profit or
loss attributable to ordinary equity holders of the Company by the
weighted average number of ordinary shares outstanding during the
year.
Diluted earnings per share is calculated by adjusting the
earnings and number of shares for the effects of dilutive options
and other dilutive potential ordinary shares.
2.15 Dividend policy
The Company expects returns to Shareholders will be delivered
primarily through an appreciation in the price of the Ordinary
Shares rather than capital distribution through regular
dividends.
2.16 Current and deferred taxation
The tax expense for the year comprises current and deferred tax.
Tax is recognised in profit or loss except that a charge
attributable to an item of income and expense recognised as other
comprehensive income or to an item recognised directly in equity is
also recognised in other comprehensive income or directly in equity
respectively.
The current income tax charge is calculated on the basis of tax
rates and laws that have been enacted or substantively enacted by
the balance sheet date in the countries where the Company operates
and generates income.
Deferred tax balances are recognised in respect of all timing
differences that have originated but not reversed by the balance
sheet date, except that:
-- The recognition of deferred tax assets is limited to the
extent that it is probable that they will be recovered against the
reversal of deferred tax liabilities or other future taxable
profits;
-- Where they relate to timing differences in respect of
interests in subsidiaries and the Group can control the reversal of
the timing differences and such reversal is not considered probable
in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent
differences except in respect of business combinations, when
deferred tax is recognised on the differences between the fair
values of assets acquired and the future tax deductions available
for them and the differences between the fair values of liabilities
acquired and the amount that will be assessed for tax. Deferred tax
is determined using tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
2.17 Reserves
Share premium account
The share premium account represents the accumulated premium
paid for shares issued in previous periods above their nominal
value less issue expenses. This is a reserve forming part of
non-distributable reserves. The following items are taken to this
reserve:
-- costs associated with the issue of equity; and
-- premium on the issue of shares.
Profit and loss account
This reserve holds the accumulation of profits and losses
reduced by any dividends paid to Shareholders.
3 Judgements in applying accounting policies and key sources of estimation uncertainty
The Group makes judgements, estimates and assumptions that
affect the application of policies and the carrying values of
assets and liabilities, income and expenses. The resulting
accounting estimates calculated using these judgements will, by
definition, seldom equal the related actual results but are based
on the experience of the Directors and the expectation of future
events. The estimates are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the
estimate is revised.
The principal areas where judgement is exercised are as
follows:
Investments - all investments are held at fair value through
profit or loss and the Directors assess the carrying value of
investments as appropriate to assess whether an impairment is
required.
4 Income
Period to
31 December 2022
GBP
Arrangement fees 35,000
Monitoring fees 74,722
Loan stock interest 9,015
-----------------------------------
118,737
-----------------------------------
5 Other expenses
Period to
31 December 2022
GBP
Administration and secretarial services 10,417
Auditor's remuneration for:
- Audit services 15,000
- Non-audit services 6,319
Legal & professional fees 53,547
Irrecoverable VAT 15,897
Other expenses 113,781
-----------------------------------
214,961
-----------------------------------
The Audit fee paid by the Company was GBP9,500.
6 Directors' remuneration and employee costs
Period to
31 December 2022
GBP
Directors' fees 88,449
Director's healthcare 459
Staff salaries 172,975
Pension contributions 2,345
Employer's national insurance 23,638
-----------------------------------
287,866
-----------------------------------
The average number of employees for the Group was 4.
7 Loan and loan interest
On 18 May 2022 Macaulay Management Limited entered into a
GBP200,000 loan agreement with Chelverton Asset Management Limited
("CAM"), a Company of which David Horner is a Director, at an
annual interest rate of 4%.
An amount of GBP70,000 was repaid on 26 August 2022, a further
GBP90,000 was repaid on 31 August 2022 and the outstanding balance
of GBP40,000 was repaid on 1 September 2022.
Total interest payable during the period amounted to GBP904. At
31 December 2022 the balance outstanding was GBPnil.
8 Taxation
Period to
31 December 2022
GBP
Analysis of charge in period
Current tax -
-----------------------------------
-
-----------------------------------
Factors affecting current tax charge for the year
The tax assessed for the year is lower than the standard rate of
corporation tax in the UK of 19%. The differences are explained
below:
Period to
31 December 2022
GBP
Loss on ordinary activities (384,994)
Theoretical tax at UK corporation tax
rate of 19%
Corporation tax (73,149)
Ineligible depreciation 267
Expenses not deductible for tax purposes -
Excess expenses for the year 72,882
------------------------------------
Current tax charge for the year -
------------------------------------
Factors that may affect future tax charges
At 31 December 2022 the Company had surplus management expenses
of GBP383,587.
The UK government has announced that with effect from 1 April
2023 the Corporation Tax rate will be increased to 25% for
companies with profits over GBP250,000, with a small profits rate
of 19% applying to companies with profits of not more than
GBP50,000, with marginal relief available for profits up to
GBP250,000.
9 Parent company loss for the year
The Company has taken advantage of the exemption allowed under
section 408 of the Companies Act 2006 and has not presented its own
profit and loss account in these financial statements. The loss
after tax of the parent company for the year was GBP102,645.
10 Loss per share
The calculation of basic return per share is based on the return
after tax and on a weighted average number of ordinary shares in
issue in the period. Normal and diluted returns per share are the
same as there are no dilutive elements on share capital.
Period to
31 December 2022
Loss after taxation attributable to Ordinary shareholders
(GBP) (384,994)
Weighted average Ordinary shares in issue 10,000,000
Loss per Ordinary share - basic and diluted (pence) (3.85)
11 Tangible fixed assets
31 December 2022
Group
Computer equipment
Cost or valuation GBP
At 13 May 2022 -
Additions 5,626
Disposals -
--------------------------------------
At 31 December 2022 5,626
Depreciation
At 13 May 2022 -
Charge for the period 1,407
--------------------------------------
At 31 December 2022 1,407
Net book value at 31 December 2022 4,219
--------------------------------------
12. Investments
31 December 2022
Group
GBP
Investments held at fair value through profit
or loss
Opening book cost -
Opening net investment holding gains -
Opening valuation -
Movements in the year:
Purchases at cost 200,000
Movement in investment holding gains -
------------------------------------
Closing valuation 200,000
------------------------------------
Closing book cost 200,000
Closing investment holding gains -
------------------------------------
Closing valuation 200,000
------------------------------------
13. Investment in subsidiary undertaking
31 December 2022
Company
GBP
At 13 May 2022 -
Additions 1,000,000
--------------------------------------
Net value at 31 December 2022 1,000,000
--------------------------------------
At 31 December 2022 the Company held interests in the following
subsidiary company
Country of incorporation % of capital % share of Nature of
held voting rights business
Macaulay Management Investment
Limited England 100% 100% company
The registered address of the subsidiary is the same as the
Company.
14. Debtors
Group Company
31 December 2022 31 December 2022
GBP GBP
Due within one year:
Trade debtors 58,781 -
Other debtors 31,920 23,949
Prepayments and accrued income 14,261 4,568
----------------------------------- -----------------------------------
104,962 28,517
----------------------------------- -----------------------------------
15. Creditors amounts falling due within one year
Group Company
31 December 2022 31 December 2022
GBP GBP
Amounts due to subsidiary - 350,908
Trade creditors 4,173 963
Other taxation and social security 12,155 7,391
Accruals and other creditors 44,066 31,552
60,394 390,814
----------------------------------- -----------------------------------
16. Called up share capital
Group and Company
31 December 2022 31 December 2022
Issued, allotted and fully paid: Number GBP
Ordinary shares of 10p each 10,000,000 1,000,000
Ordinary shares have full voting rights with 1 vote per share,
they are entitled to dividends when proposed and are due a capital
distribution on a company exit event.
Share options
The Company may adopt a formal incentive plan under which it
contemplates awarding Share Options to Directors, employees and
consultants pursuant to share option and incentive schemes approved
by the Board. It is intended that any individual awards under any
such scheme will be subject to vesting and/or performance
conditions. The proportion of Ordinary Shares which will be made
the subject of Share Options will not exceed 20 per cent. of the
Company's issued Ordinary Share capital from time to time without
the prior approval of the Shareholders and no Share Options are
intended to be granted to David Horner.
Founder Warrants
Unconditional Founder Warrants have been issued to subscribe for
6,000,000 Ordinary Shares exercisable at GBP0.25 per share and
which the Founder Warrant Holders have irrevocably undertaken to
exercise in full within two years of admission; and
Conditional Founder Warrants have been issued to subscribe for a
further 5,000,000 Ordinary Shares, exercisable at the higher of
GBP0.25 per share or the mid- market price of an Ordinary Share at
the time of exercise, conditional on the exercise of Share Options
and in numbers of up to a maximum of (but not exceeding) the
numbers of Ordinary Shares issued following the exercise of such
Share Options.
17. Pension commitments
The Group operates a contributory pension scheme. The pension
cost charge represents contributions payable by the Group to the
fund and amounted to GBP2,345. All of the employees as at the year
end have opted out of the scheme and there were no contributions
payable to the fund at the balance sheet date.
18. Capital commitments
At 31 December 2022, there were no capital commitments
outstanding and no contingent liabilities.
19. Related party transactions (Group and Company)
The Company has taken advantage of the exemption in section 33
of FRS 102 from the requirement to disclose transactions with its
wholly owned subsidiary on the grounds that consolidated financial
statements are prepared by the Parent Company.
The Directors are considered to be the key management of the
business. Their remuneration for the year is disclosed in note 6 of
these financial statements.
The Directors and connected persons held the following interests
in the voting shares of the Company at 31 December 2022.
Number of shares % of total voting rights
David Horner 50,000 0.5%
Mary Horner 50,000 0.5%
Lindsay Mair 125,000 1.25%
For the purposes of the AQSE Growth Market Access Rulebook the
parties referred to below are related parties of the Company for
the reasons set out in those paragraphs.
David Horner is a related party of the Company because he is a
Director of the Company; and Mary Horner, who is David Horner's
wife, is for that reason an associate of David Horner and thereby a
related party to the Company.
CAM, a company of which David Horner is a director and
significant shareholder, is a related party of the Company because
CAM is an associate of David Horner.
Each of Harry and Tom Horner is a related party of the Company
for the following two reasons:
each of them will be entitled to exercise, or to control the
exercise of, 10 per cent or more of the votes able to be cast on
all or substantially all matters at general meetings of the
Company; and
each of them is a son of David Horner and, as a result, an
associate of his and therefore is a related party.
The loan transactions described below to which the Company is a
party, each of which was formalised on the terms of loan agreements
with the Company on 25 July 2022, are related party transactions,
for the purposes of the AQSE Growth Market Access Rulebook, because
the lender in each case was either David Horner or CAM.
A loan from CAM to MML in the principal amount of GBP200,000 was
made to the Company on 18 May 2022 in order to enable the Group to
make an investment The benefit to the Company of receipt of the
loan was to enable it to fund the investment, which it would not
have been able to do if the loan had not been made available.
The loan was repayable to CAM by the Company no later than the
fifth business day following admission and its terms include a
guarantee from David Horner in respect of MML's liabilities to CAM
in respect of the loan. The loan bore interest at the rate of 4%
per annum from the date of drawdown to the date of repayment. As
stated in note 7 the loan has been fully repaid.
A loan facility from David Horner to MML in the aggregate
principal amount of GBP100,000, for the amount of sums paid by him
on behalf of MML during the period from 1 November 2022 to 20 July
2022 in respect of payroll expenses incurred by MML. This was of
benefit to the Company because MML did not have available funds to
meet these liabilities itself. The loan has now been repaid to
David Horner by the Company and did not bear interest.
A loan facility from CAM to MML in the aggregate principal
amount of GBP150,000, which has now been repaid, representing the
aggregate amount of sums paid by CAM on behalf of the Company or
MML during the period from 14 October 2021, the date of
incorporation of MML, to 20 July 2022 in respect of various
invoiced liabilities of the Company or of MML. This was of benefit
to the Company because the Company and MML did not have available
funds to meet these liabilities themselves. The loan did not bear
interest.
A capital contribution of GBP9,475 made by David Horner in
respect of costs and expenses payable by the Company in relation to
admission so as to limit such costs and expenses to the amount of
GBP175,000 net of VAT. This contribution was set against the
balance of the GBP100,000 loan described above and paid by MML to
the Company in accordance with a letter of direction from David
Horner to MML to that effect, reducing the amount owed to David
Horner by the Company.
Others
MML has agreed to take over the investment management of the
unquoted investment portfolio of CAM, which David Horner, a
director of the Company, founded and of which he is managing
director. In line with its strategy, CAM's current and future focus
is on quoted companies, rather than unquoted businesses, and
therefore the unquoted portfolio is now insignificant, relative to
CAM's quoted company portfolio.
In the period the Company's operations manager has spent a
proportion of his time working with a private business owned by
David Horner and his wife. Under this agreement, the private
business paid the Group GBP7,500, equivalent to the pro-rata cost
of the operations manager's employment to the Group.
20. Financial instruments
The Group's financial instruments comprise securities and other
investments, cash balances and debtors and creditors that arise
from its operations, for example, in respect of sales and purchases
awaiting settlement and debtors for accrued income.
The financial instruments of the Group fall into the following
categories:
Assets at
fair value
At amortised through profit
Group cost or loss Total
31 December 2022 GBP GBP GBP
Assets as per the Balance
Sheet
Investments - 200,000 200,000
Debtors 58,781 - 58,781
Cash and cash equivalents 1,189,219 - 1,189,219
------------------------------------ ------------------------ ------------------------
Total 1,248,000 200,000 1,448,000
------------------------------------ ------------------------ ------------------------
Liabilities as per the
Balance Sheet
Creditors 48,239 - 48,239
------------------------------------ ------------------------ ------------------------
Total 48,239 - 48,239
------------------------------------ ------------------------ ------------------------
Assets at
fair value
At amortised through profit
Company cost or loss Total
31 December 2022 GBP GBP GBP
Assets as per the balance
sheet
Cash and cash equivalents 1,082,652 - 1,082,652
------------------------ ------------------------ ------------------------
Total 1,082,652 - 1,082,652
------------------------ ------------------------ ------------------------
Liabilities as per the
balance sheet
Creditors 383,423 - 383,423
------------------------ ------------------------ ------------------------
Total 383,423 - 383,423
------------------------ ------------------------ ------------------------
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END
NEXFFFFLEDISLIV
(END) Dow Jones Newswires
May 15, 2023 02:00 ET (06:00 GMT)
Macaulay Capital (AQSE:MCAP)
過去 株価チャート
から 6 2024 まで 7 2024
Macaulay Capital (AQSE:MCAP)
過去 株価チャート
から 7 2023 まで 7 2024
