VSA Capital Group - Final Results
Announcement provided by
VSA Capital Group plc · VSA29/06/2022 07:00
DATE: 29 June 2022
VSA Capital Group plc
("VSA", the "Company" or together with its subsidiaries the "Group")
Audited results for the year ended 31 March 2022
VSA Capital Group plc (Aquis: VSA), the international investment banking and broking firm is pleased to announce its audited results for the year ended 31 March 2022.
Highlights
· Year started with the full integration of VSA Capital Limited into the Group on 1 April 2021
· Turnover of
· Cash at year end
· Retained Corporate Clients 24 (2021: 19 clients of VSA Capital Limited)
We have been busy across all areas of the firm, including fundraises for private and public companies (IPOs, RTO's and placings) and advisory work on mergers, acquisitions and Takeover Code transactions.
With many countries and industries focusing on control of their own energy and critical metal supplies, VSA is well placed to benefit from this with our core sectors being Natural Resources and Transitional Energy.
During last year we have expanded our coverage successfully into the Leisure and Consumer Brands sectors acting for four companies, and we expect all to be active and to grow quickly. In addition we have also expanded our activities into Technology and Software, eMobility and eCommerce.
In addition to our work advising and raising funds for companies listed on the London Stock Exchange, we have taken a strong stance to back the Aquis Stock Exchange as we genuinely believe
Andrew Monk, CEO of VSA Capital Group plc said:
"This is the first year of reporting as a listed company on the Aquis Growth Market and I am pleased to report a healthy underlying profit, despite the final quarter being exceptionally tricky as it has been for all in our industry. Despite the current turmoil in equity markets I am cautiously optimistic about the prospects for VSA Capital in the current year"
For more information, please contact:
VSA Capital Group plc |
+44(0)20 3005 5000 |
Andrew Monk, CEO Andrew Raca, Head of Corporate Finance Marcia Manarin, Finance Director |
|
|
|
Alfred Henry - AQSE Corporate Adviser |
+44 (0)20 3772 0021 |
Jon Issacs
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Chairman's Statement
I am pleased to present the first audited results for VSA Capital Group plc since its IPO on the Aquis Growth Market on 9 September 2021. This date marked a return of the Group to the market following many years as an unlisted company and in a much stronger position than it had been before.
In order to achieve the IPO, the business undertook a restructuring whereby VSA Capital Group plc acquired VSA Capital Limited, the underlying business of the Group, in a share for share exchange. This restructuring was effected in accordance with the
Nevertheless, the board is pleased with the outcome for the year and as outlined by our CEO, Andrew Monk, reflects further growth and progress for the Group.
The current year is undoubtedly challenging, but we are cautiously optimistic. Meanwhile, personally, I am very confident in the executive team, and we as a board are confident that the Group's strategy is robust to continue to build shareholder value.
Mark Steeves
Chairman
CEO'S Report
Principal Activity
The principal activities of the Group are the provision of corporate finance advisory, stockbroking, fundraising and research services to both private and public companies.
Review of the Business
On 31 March 2021, in preparation for the IPO of the Company on the Aquis Growth Market, VSA Capital Group plc acquired VSA Capital Limited in a reverse takeover and its results are therefore consolidated into these Group accounts for the first time in the financial statements for the year ended 31 March 2022.
Review of the Year
This is our first year of reporting as a listed company on the Aquis Growth Market and I am pleased to report a healthy underlying profit, despite the final quarter of January to March being exceptionally tricky as it has been for all in our industry. Also, despite the current turmoil in equity markets I am cautiously optimistic about the prospects for VSA in the current year.
To understand the performance of the VSA Group, we have highlighted an underlying profit before tax to reflect our "real profit" in the Key Performance Indicators section below. Most companies are now reporting Underlying or Adjusted Profits to give a true reflection of performance as goodwill amortisation, which is a non-cash item, can give a very distorted impression of a business's performance. Because VSA Capital Group plc undertook a restructuring by acquiring VSA Capital Limited in order to achieve our IPO, we are now required to amortise the consequent "goodwill" that arose, but in reality, nothing has actually changed. Such is the nature of IFRS accounting nowadays.
To understand the progress of our business, the key criteria to consider are the Group's underlying profits, cash generated and the number and quality of corporate clients which produce much of the Group's revenue.
Our cash position is healthy at
Looking forward in the current global situation, although the economic outlook is not good, there is also a resetting of many industries to reflect a more nationalistic approach and control of countries' own energy and critical metal supplies. VSA is well placed to benefit from this with our core sectors being Natural Resources and Transitional Energy. We were marketing lithium mines across the globe more than 10 years ago and well before other
We have also taken a strong stance during the resurgence of Cornish Mining. Last year we completed the
During last year we have expanded our coverage successfully into the Leisure and Consumer Brands sectors acting for four companies, and we expect all to be active and to grow quickly. We are also advising on a number of transactions in the space.
We have broadened our Corporate Finance advisory practice continuing our public company Takeover Code work, private company fundraising and M&A advisory activities, which has led to us broadening our sector activities particularly in Technology and Software, eMobility and eCommerce. We are keen to grow into one or two other sectors if we can find the right people and without risking the profitability of our core sectors.
We have taken a strong stance to back the Aquis Stock Exchange as we genuinely believe
Our international operations and in particular our
Our joint ventures in Bond trading and asset management continue to bring in useful additional revenue and give us optionality on future possibilities. The Shanghai Mining Club, which has a joint venture with Investing In African Mining Indaba, continues to grow even though the conference has had to adapt to a hybrid virtual format. But we have high hopes that this can grow significantly going forward.
As a company we continue to look for acquisitions, which would help us grow without undue risk. So far, we are yet to find one that would fit with our culture, come at a valuation that is good for shareholders and adds long term value to our business.
Outlook
We remain cautiously optimistic despite the worsening conditions for global markets that are unlikely to improve for some time. We have always seen our profits biased towards the second half and normally show a loss at the interim stage and we expect that to be true this year. We then also expect to have a strong second half and show a profit for the full year ending 31 March 2023.
Andrew Monk
CEO
Key performance indicators
Reported (accounting) profit
Year ended 31 March 2022 Underlying Profits
Cash at 31 March 2022
Retained Corporate Clients at 31 March 2022
24 (19 clients of VSA Capital Limited)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2022
|
Notes |
2022 |
2021 |
|
|
|
|
|
|
£ |
£ |
Turnover |
2 |
3,605,562 |
- |
Cost of sales |
|
(175,761) |
- |
Gross profit |
|
3,429,801 |
- |
Other operating income |
|
34,750 |
- |
Administrative expenses |
|
(2,954,406) |
(19,803) |
Operating Profit/(loss) |
|
510,145 |
(19,803) |
Finance income |
4 |
736 |
213,900 |
Gains/(Losses) on investments |
4 |
(442,507) |
- |
Profit on ordinary activities before taxation |
|
68,374 |
194,097 |
Tax on Profit/(Loss) on ordinary activities |
5 |
(26,482) |
- |
Profit for the year |
|
41,892 |
194,097 |
Other Comprehensive Income |
|
- |
- |
Total Comprehensive Income |
|
41,892 |
194,097 |
EARNINGS PER SHARE - PROFIT AFTER TAX |
Notes |
pence |
pence |
|
|
|
|
Basic |
7 |
0.2 |
106.5 |
|
|
|
|
Diluted |
7 |
0.1 |
66.4 |
The statement of comprehensive income has been prepared on the basis that all operations in the year ended 31 March 2022 are continuing operations.
There were no discontinued operations during the current financial year. The Company acquired VSA Capital Limited on 31 March 2021 and the Group statement of comprehensive income for the year ended 31 March 2021 does not therefore include financial information relating to VSA Capital Limited.
GROUP AND COMPANY BALANCE SHEET
FOR THE YEAR ENDED 31 MARCH 2022
|
|
2022 |
2021 |
2022 |
2021 |
|
Notes |
Group |
Group |
Company |
Company |
ASSETS |
|
£ |
£ |
£ |
£ |
Non-current assets |
|
|
|
|
|
Property, plant & equipment - owned |
|
107,764 |
11,811 |
- |
- |
Property, plant & equipment - right of use |
|
645,253 |
297,540 |
- |
- |
Intangible assets |
|
1,323,081 |
1,653,851 |
- |
- |
Investment in subsidiaries |
|
- |
- |
3,873,996 |
3,873,996 |
Total non-current assets |
|
2,076,098 |
1,963,202 |
3,873,996 |
3,873,996 |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Investments |
|
691,769 |
1,163,492 |
12,716 |
75,757 |
Trade and other receivables |
|
536,932 |
235,367 |
1,532 |
1,644 |
Cash and cash equivalents |
6 |
2,010,003 |
1,863,785 |
339,625 |
24,813 |
Total current assets |
|
3,238,704 |
3,262,644 |
353,873 |
102,214 |
|
|
|
|
|
|
TOTAL ASSETS |
|
5,314,802 |
5,225,846 |
4,227,869 |
3,976,210 |
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
Share capital |
|
3,523,547 |
3,645,260 |
3,523,547 |
3,645,260 |
Share premium |
|
418,057 |
177,524 |
418,057 |
177,524 |
Share-based payments reserve |
|
51,585 |
25,786 |
51,585 |
25,786 |
Accumulated profits/(losses) |
|
169,094 |
127,202 |
218,990 |
127,202 |
Total equity |
|
4,162,283 |
3,975,772 |
4,212,179 |
3,975,772 |
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
557,408 |
1,055,436 |
15,690 |
438 |
Finance liabilities - borrowings |
|
107,623 |
136,066 |
- |
- |
Total current liabilities |
|
665,031 |
1,191,502 |
15,690 |
438 |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Finance liabilities - borrowings |
|
487,488 |
58,572 |
- |
- |
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
5,314,802 |
5,225,846 |
4,227,869 |
3,976,210 |
The financial statements were approved by the Board of Directors on 28 June 2022 and were signed on its behalf by:
Andrew Monk Andrew Raca
Director Director
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
|
Share Capital |
Share Premium |
Share based payments reserve |
Retained Earnings |
Total |
|
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
At 31 March 2020 |
135,740 |
2,048 |
25,786 |
(66,895) |
96,679 |
Total comprehensive income |
- |
- |
- |
194,097 |
194,097 |
Share issue |
3,509,520 |
175,476 |
- |
- |
3,684,996 |
|
|
|
|
|
|
At 31 March 2021 |
3,645,260
|
177,524
|
25,786
|
127,202
|
3,975,772
|
|
|
|
|
|
|
Total Comprehensive Income |
- |
- |
- |
41,892 |
41,892 |
Share issue |
12,027 |
240,533 |
- |
- |
252,560 |
Company purchase of own shares into Treasury |
(133,740) |
- |
- |
- |
(133,740) |
Movement in share based premium reserve |
- |
- |
25,799 |
- |
25,799 |
|
|
|
|
|
|
At 31 March 2022 |
3,523,547 |
418,057 |
51,585 |
169,094 |
4,162,283
|
GROUP AND COMPANY CASHFLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2022
|
2022 |
2021 |
|
|
|
Group |
Group |
|
|
|
Notes |
£ |
£ |
|
Net cash generated/(used) in operating activities |
|
|
|
|
Profit / (loss) before income tax |
|
68,374 |
194,097 |
|
Tax paid |
|
(19,740) |
- |
|
Depreciation and amortisation |
|
521,947 |
- |
|
Loss / (gain) on current asset investments |
|
438,628 |
(213,900) |
|
(Increase)/decrease in trade / other receivables |
|
(301,565) |
6,918 |
|
Increase / (decrease) in trade / other payables |
|
(504,770) |
(403) |
|
Change in share based payments reserve |
|
25,799 |
- |
|
NET CASH USED IN OPERATING ACTIVITIES
|
|
228,673 |
(13,288) |
|
|
|
|
|
|
Net cash generated from/(used in) investing activities |
|
|
|
|
Purchase of subsidiary undertaking |
|
- |
(3,873,996) |
|
Proceeds from disposal of plant, property and equipment |
|
212,808 |
- |
|
Purchases of plant, property and equipment |
|
(847,651) |
- |
|
Proceeds from other investing activities |
|
210,262 |
198,992 |
|
Other investments - additions |
|
(177,167) |
- |
|
Dividends received |
|
- |
- |
|
NET CASH GENERATED FROM INVESTING ACTIVITIES |
|
(601,748) |
(3,675,004) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Share capital issue |
|
252,560 |
3,684,996 |
|
Purchase of shares into treasury |
|
(133,740) |
- |
|
New finance leases |
|
595,111 |
- |
|
Finance lease repayments |
|
(194,638) |
- |
|
NET CASH GENERATED FROM FINANCING ACTIVITIES |
|
519,293 |
3,684,996 |
|
|
|
|
|
|
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS |
|
146,218 |
(3,296) |
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
1,863,785 |
28,109 |
|
Cash acquired with subsidiary undertaking |
|
- |
1,838,972 |
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
6 |
2,010,003 |
1,863,785 |
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2022
1 Statutory Information
VSA Capital Group plc is a public limited company limited by shares, incorporated in the
2 Revenue
Segmental reporting
Group Revenue of
3 Employees and Directors (Group)
|
|
31/3/22 |
31/3/21 |
|
|
£ |
£ |
Wages and salaries |
|
1,763,882 |
1,620,541 |
Social security costs |
|
217,903 |
172,476 |
Other pension costs |
|
33,926 |
29,228 |
|
|
2,015,711 |
1,822,245 |
The average number of employees during the year was as follows:
|
|
31/3/22 |
31/3/21 |
Directors |
|
5 |
3 |
Corporate finance |
|
6 |
7 |
Research and sales |
|
9 |
7 |
Account and administration |
|
2 |
2 |
|
|
22 |
19 |
4 Net finance costs
Finance income: deposit account interest |
2022: |
2021: £nil |
|
|
|
Gains/(losses) on market value of investments |
2022: ( |
2021: |
Finance costs: finance lease interest |
2022: (13,282) |
2021: £nil |
|
2022: (442,507) |
2021: |
5 Taxation
Analysis of the tax charge
Corporation tax is payable on investment income.
Factors affecting the tax charge
The tax assessed for the year is lower than the standard rate of corporation tax in the
|
2022 |
2021 |
|
£ |
£ |
Profit on ordinary activities before tax |
68,374 |
194,097 |
|
|
|
Profit on ordinary activities multiplied by the |
|
|
standard rate of corporation tax in the |
12,991 |
36,878 |
|
|
|
Effects of: |
|
|
Prior Year tax losses utilised |
(12,991) |
(36,878) |
Tax paid on Investment Income |
26,482 |
- |
|
|
|
Tax Charge |
26,482 |
- |
Due to the uncertainty of the timing of taxable profits for the Company in the future, a deferred tax asset in respect of the tax losses has not been included in the accounts. Tax losses of
6 Cash
|
|
2022 Group |
2021 Group |
2022 Company |
2021 Company |
|
|
£ |
£ |
£ |
£ |
Cash at bank |
|
2,010,003 |
1,863,785 |
339,625 |
24,813 |
7 Profit & Loss Per Share
|
As at 31 March 2022 |
As at 31 March 2021 |
|
Audited |
Audited |
Basic |
|
|
Profit/ (Loss) for the period attributable to owners of the Company (£) |
41,892 |
194,097 |
Weighted average number of shares: |
19,428,966 |
182,263 |
Basic earnings/(loss) per share (pence): |
0.2 |
106.5 |
|
|
|
Diluted |
|
|
Profit/ (Loss) for the period attributable to owners of the Company (£) |
41,892 |
194,097 |
Weighted average number of shares: |
30,279,466 |
292,484 |
Diluted earnings/(loss) per share (pence): |
0.1 |
66.4 |
The basic and diluted earnings per share were determined by dividing the profit or loss attributable to the equity
holders of the Company by the weighted average number of shares outstanding during the periods.
8 Annual Report and Accounts
Copies of the 2022 Report and Accounts will be posted to shareholders shortly. Copies will also be available from the Company's registered office and from the Company's website www.vsacapital.com
The statutory accounts for the year ended 31 March 2022 will be delivered to the Registrar of Companies in due course.
Statutory accounts for the year ended 31 March 2021 have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
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