TIDMVSA
RNS Number : 2104G
VSA Capital Group PLC
27 June 2012
27 June 2012
VSA Capital Group plc
("VSA Capital Group" or "the Group")
Final Results for the Year Ended 31 March 2012
VSA Capital Group (AIM: VSA), the AIM listed natural resources
focused investment banking and institutional broking firm, is
pleased to announce today its final results for the year ended 31
March 2012.
Highlights
Trading:
-- Profit after tax for full year to end 31 March 2012:
GBP615,733 (2011, 15 months: GBP2,031,910 loss)
-- Current Assets: GBP3,614,915, an increase of 171% on 2011
-- Continued growth in the number of retained clients at VSA
Capital Limited. At 27 June 2012: 26 mandated clients
-- Global distribution capability demonstrated by a $125mn capital raise out of Hong Kong
-- VSA Capital Limited has a good pipeline of deal flow going
forward but completing deals is not easy due to the current state
of the market
Post Period Event:
-- Joe Berger appointed as Finance Director as of 2 July 2012
Commenting on today's results, Andrew Monk, Chief Executive of
VSA Capital Group, said:
"It is pleasing to have taken a loss making software business
and transformed it into a profitable resource focussed investment
bank. Market conditions have, and remain, very challenging and no
certainty can be given for the current year but we are building a
quality business that is gaining high respect and our aspirations
to become the leading Independent resource focussed investment bank
in London are well under way"
Chief Executive Officer's Statement
VSA Capital Group plc has reported profits after tax of
GBP615,733. This is a very good achievement for a company that has
effectively re-started from scratch in 2010, has been investing in
growth and has been achieved despite operating in probably the
toughest market conditions for decades. One major deal contributed
significantly to the overall result but I believe we have now built
a very credible team which can deliver ongoing results in the
future. To ignore the current market turmoil would be foolish and
it has been vital to change VSA's business model away from that
adopted by so many domestic brokers and investment banks - a model
which they continue to follow despite its drawbacks. The VSA group
is focused purely on Natural Resources - a sector that has enjoyed
significant long term growth despite the current global financial
problems. We are exchange agnostic, are not reliant solely upon
London based institutional investors, have built a global corporate
and institutional client base, have demonstrated an ability to
source funds from wherever investment money is still available and
we are not reliant upon the standard "London to London" broking
model which, in my opinion, is now struggling to be profitable. VSA
has a very clear aim - to become the leading independent resource
focused investment bank in London and I believe we are well on our
way to achieving this and that, over time, this plan will create
substantial value in our company.
As announced previously, VSA Capital Limited has applied to the
Financial Services Authority for a Variation of Permissions to
enable it to start secondary trading and I am hopeful this can
happen very soon as this has been a stated ambition of the Company
for some time. We have not rushed into this new area of business,
however, as changing market conditions have significantly reduced
the revenue that can be generated from this activity. New
technology and dealing methods have seen the costs of entry into
secondary dealing activities fall considerably as new service
providers enter the market to fulfill this need. Whilst the cost of
entry has fallen dramatically over recent months many existing
brokers cannot benefit from this as they have already incurred
substantial set up costs and remain committed to their current
suppliers on expensive long term contracts. I believe that this
will provide VSA Capital Limited with a significant competitive
advantage when it starts secondary trading this summer. Whilst I do
not expect this new area to be a major revenue generator it will be
a useful facility for our clients and forms a key element of VSA's
plan to become a full service firm.
VSA Capital Limited also has a stated ambition to become a NOMAD
(Nominated Adviser) on the AIM market in the current financial year
and, to that end, has announced the recruitment of the qualified
personnel required for this to be possible. Once VSA Capital
Limited has completed the required qualifying transactions to prove
its competence for this demanding role it will be submitting its
application to the London Stock Exchange. I remain hopeful that
this can be achieved by the end of 2012.
As a firm VSA Capital Limited continues to seek out ways to
differentiate itself and make itself less reliant upon routine
corporate and institutional activity, including the initiation of
some proprietorial capability. An example of this has been the
creation, funding and launch of Anglo African Agriculture Plc, a
shell company which is to be floated on the re-vitalised PLUS
market before moving up to AIM when a suitable transaction has been
identified. Under my leadership, VSA Capital Limited will continue
to be entrepreneurial and hunt out other ways in which it can
create value using the depth of expertise and knowledge within the
firm.
Board Changes
This year has seen a significant change to your Board with our
Chairman, Lyndon Chapman, retiring in March and Peter Joy, our
Finance Director, due to be leaving at the end of June 2012. I
would like to thank both for the work done and also to welcome on
board our new Chairman, Gavin Casey, and new Finance Director,
Jonathan Berger. As the Group grows new challenges will be
presented and I believe Gavin and Jonathan are ideally suited to
take up those challenges.
Current Trading
It is still too early in the year to provide any indication of
either the first half or the full year outcome. In a similar way to
last year the first few months have been quieter than I would have
hoped for from a transaction perspective, but in the next few
months VSA Capital Limited expects to close a number of the deals
that it is working on at present. Likewise VSA Capital Limited has
continued to build the number of its mandated corporate clients,
which is encouraging. However market conditions are severe and
although we have a very full pipeline of potential deal flow,
successful completion of these transactions cannot be guaranteed.
The fact that VSA Capital's "operating model" is different and
resource focused remains beneficial. The Group has maintained a low
cost base and has a relatively strong balance sheet and, as a
consequence, only needs a relatively small number of deals to
complete to give it a positive outcome for the current financial
year.
Andrew Monk Chief Executive Officer
For further information, please contact:
VSA Capital Group plc
Andrew Monk, CEO 020 3005 5000
Blythe Weigh Communications
Tim Blythe 020 7138 3204
Shore Capital and Corporate Limited
Bidhi Bhoma or Toby Gibbs 020 7408 4090
Rivington Street Corporate Finance
Jon Levinson 020 7562 3357
NOTES TO EDITORS
VSA Capital Group plc is an international investment banking and
institutional broking group headquartered in London. Via its
subsidiary, VSA Capital Limited, the group provides corporate
finance, broking, research, sales and capital raising capabilities
to companies in the natural resources sectors; Oil & Gas,
Mining, Agriculture and Timber.
VSA Capital Limited is authorised and regulated by the FSA and
advises companies listed in London (AIM and the Main Market),
Canada (TSX) Australia (ASX) and the USA (OTCBB) with assets on
every continent. The firm currently has 24 retained corporate
clients with an aggregate market value of over $1bn.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For The Year Ended 31 March 2012
15 months
2012 2011
GBP GBP
Continuing operations
Revenue 3,494,665 253,636
Cost of sales (53,039) (15,333)
_________ _________
GROSS PROFIT 3,441,626 238,303
Other operating income 70,484 5,390
Other gains and losses - (205,390)
Administrative expenses (2,724,651) (1,742,065)
Exceptional items - (183,003)
Operating profit/(loss) from continuing
operations 787,459 (1,886,765)
Finance income 1,159 389
Finance costs and similar charges (172,885) (69,462)
_________ _________
Profit/(loss) for the year from continuing
operations 615,733 (1,955,838)
Discontinued operations
Loss for the year from discontinued operations - (76,072)
_________ _________
Total comprehensive income for the year 615,733 (2,031,910)
_________ _________
Earnings per share
Basic earnings per share from continuing
operations 1.66p (0.41p)
Diluted earnings per share from continuing
operations 1.35p (0.32p)
- (0.01p)
GROUP BALANCE SHEET
31 March 2012
2012 2011
GBP GBP
ASSETS
Non-current assets
Goodwill - -
Property, plant and equipment 343,272 679,700
Trade and other receivables - 73,310
__________ __________
Total non-current assets 343,272 753,010
__________ __________
Current Assets
Investments 16,976 31,797
Trade and other receivables 1,948,882 1,169,621
Cash and cash equivalents 1,649,057 133,904
__________ __________
Total current assets 3,614,915 1,335,322
__________ __________
TOTAL ASSETS 3,958,187 2,088,332
EQUITY & LIABILITIES
Share capital 562,642 540,406
Share premium account 843,587 5,644,003
Share based payments reserve 105,089 56,510
Retained earnings 724,638 (5,473,375)
__________ __________
Total equity 2,235,956 767,544
__________ __________
Non-current liabilities
Borrowings 650,000 770,000
Current liabilities
Trade and other payables 952,231 430,788
Borrowings 120,000 120,000
__________ __________
1,072,233 550,788
__________ __________
Total liabilities 1,722,233 1,320,788
__________ __________
TOTAL EQUITY & LIABILITIES 3,958,188 2,088,332
__________ __________
GROUP CASH FLOW STATEMENT
For The Year Ended 31 March 2012
2011
2012 15 months
GBP GBP
Cash flows from operating activities
Operating profit/(loss) 787,459 (1,822,706)
Adjustments for:
Depreciation of property, plant and equipment 49,931 35,257
Impairment of property, plant and equipment 300,000 175,000
Impairment of goodwill and other intangible
assets - 183,003
Share based payment expense 48,579 56,510
Losses on disposal of property, plant
and equipment - (3,000)
Changes in working capital:
Inventories - 61,546
Current asset investments 14,821 -
Trade and other receivables (705,951) (692,156)
Trade and other payables 521,443 392,740
___________ _________
Net cash flows generated by/(used in)
operating activities 1,016,282 (1,613,806)
___________ _________
Cash flows from investing activities
Interest received 1,159 389
Investments held to maturity - -
Purchases of available-for-sale investments - (23,125)
Proceeds from disposal of subsidiaries,
net of cash transferred - 1,081,020
Proceeds from disposal of property, plant
and equipment - -
Purchases of property, plant and equipment (13,503) -
Purchases of subsidiary undertakings - (1,281,065)
___________ _________
Net cash flows used in investing activities (12,344) (222,781)
___________ _________
Cash flows from financing activities
Interest paid (172,885) (97,042)
Proceeds from issue of ordinary shares 804,100 1,557,480
Costs of issuing shares - (19,000)
Proceeds from issue of convertible loan
notes - 300,000
Costs of issuing convertible loan notes - (10,000)
(Decrease)/increase in borrowings (120,000) (296,341)
Proceeds from vendor loan - 600,000
___________ _________
Net cash raised from financing activities 511,215 2,035,097
___________ _________
Net increase/(decrease) in cash and cash
equivalents 1,515,153 198,510
Cash and cash equivalents at beginning
of year 133,904 (64,606)
___________ _________
Cash and cash equivalents at end of year 1,649,057 133,904
___________ _________
GROUP STATEMENT OF CHANGES IN EQUITY
For The Year Ended 31 March 2012
Share capital Share premium Share Retained
Based Earnings Total
Payments
Reserve
Equity as at 1 April
2011 540,406 5,644,003 56,510 (5,473,375) 767,544
Profit for the year - - - 615,733 615,733
Shares issued 22,236 781,864 - - 804,100
Cancellation of
share premium account
balance (5,582,280) 5,582,280 -
Increase in share
based payments reserve - - 48,579 - 48,579
_________ _______ _______ __________ _________
Equity as at 31
March 2012 562,642 843,587 105,089 724,638 2,235,956
_________ _______ _______ __________ _________
Notes:
1. General Information
The financial information set out above does not constitute the
Company's financial statements for the year ended 31 March 2012.
The financial information for 2011 is derived from the financial
statements for 2011 which have been delivered to the Registrar of
Companies. The auditors have reported on 2011 statements; their
report was unqualified and did not contain a statement under
section 498(2) or 498(3) of the Companies Act 2006. The financial
statements for 2012 will be delivered to the Registrar of Companies
following the Company's Annual General Meeting.
2. Basis of preparation
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Group's financial statements with the exception of certain
policies subject to the transitional arrangements of Endorsed
IFRS.
The Group's consolidated financial statements have been prepared
and approved by the Directors in accordance with International
Financial Reporting Standards as endorsed for use in the EU
(Endorsed IFRS). The Company has elected to prepare its parent
company financial statements in accordance with UK Generally
Accepted Accounting Practice (GAAP).
3. Going Concern
The Group earned a profit for the year of GBP615,733 (2011:
GBP2,031,910 loss after exceptional items). The Directors have
formed a judgement, at the time of approving the financial
statements, that it is appropriate to adopt the going concern basis
in preparing the financial statements the validity of which assumes
that one material debtor of GBP1,639,805 will be received as it
falls due. These financial statements do not include any
adjustments that would arise if the Group was unable to continue to
trade.
4. Earnings per Share
The basic earnings per share is calculated by dividing the
profit after taxation by the weighted average number of shares in
issue.
2012 number 2011 number
The weighted average number of shares
were:
Basic weighted average number of shares 37,031,403 482,172,925
Details of potential dilutive ordinary
shares are set out below.
2012 number 2011 number
Employee share options 4,869,365 75,312,308
Contractual termination payment to Director 500,000 10,000,000
Convertible Loan Note 2,727,273 54,545,455
Warrants attached to Convertible Loan
Note 250,000 5,000,000
Warrants attached to GBP5m Equity Financing
Facility 250,000 5,000,000
Availability of Report and Accounts
The Company will post the Report and Accounts for the period
ended 31 March 2012 to shareholders on 29 June 2012. The Accounts
are also available on the Company's website
www.vsacapitalgroup.com. Copies of the Report and Accounts will be
available for collection from the Company's Trading Office at 14
Austin Friars, London EC2N 2HE.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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