TIDMVSA
RNS Number : 5235Q
VSA Capital Group PLC
29 June 2022
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 GBP3.61m (previous year Nil), operating profit of GBP0.51m
-- Cash at year end GBP2.01m
-- 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 London
needs a second exchange and competition to the LSE. We were
particularly pleased to be appointed as Aquis Corporate Adviser to
Aquis Exchange plc on its dual listing on the Aquis Growth
Market.
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
+44 (0)20 3772
Alfred Henry - AQSE Corporate Adviser 0021
Jon Issacs www.alfredhenry.com
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 UK
Takeover Code and resulted in a number of accounting peculiarities,
particularly a considerable amount of goodwill which we are obliged
to write off over a five year period, and also the fact that the
strong performance of VSA Capital Limited had not been provided in
the previous financial period as it was only acquired on the last
day of that year.
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 GBP2.0mn (2021: GBP1.8mn). Our
retained clients have increased to 24 (19 at the time that VSA
Capital was acquired) and the quality of our clients has improved
significantly. All this contributes to my cautious optimism.
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 UK
investment banks got involved and this has given us a great
position and understanding of all the critical and battery
metals.
We have also taken a strong stance during the resurgence of
Cornish Mining. Last year we completed the GBP41m fundraising and
IPO of Tungsten West plc which, although technically in West Devon,
will be a key component of the future Cornish Mining industry.
Cornwall has plentiful reserves of Tin, Tungsten, Copper and
Lithium. The UK can become a global mining player again, but it
will take time, require a lot of capital, the support of the UK
Government as well as collaboration between the different mining
companies operating there. We expect to play a significant part in
this.
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 London needs a second exchange and
competition to the LSE, which is losing market share annually on a
global basis. In the USA you have NYSE and Nasdaq and in China they
have three exchanges; Shanghai, Shenzhen and Beijing. Canada has
the TSX/TSX-V and the Canadian Stock Exchange. In Asia, Hong Kong
and Singapore compete. In a post Brexit world London needs a second
exchange and Aquis is perfectly positioned. We have completed
successful, well-funded IPOs on the Aquis Growth Market, which is
growing, but it needs more participation by the retail trading
platforms and PCBs to ensure liquidity is in the market. Sadly, in
today's world it appears that many players care less about what
they offer their clients but simply want an easy, well-paid life. I
believe Aquis will eventually become the 'Nasdaq of London' and we
were particularly pleased to be appointed as Aquis Corporate
Adviser to Aquis Exchange plc on its dual listing on the Aquis
Growth Market.
Our international operations and in particular our Shanghai
office have declined significantly in the last two years due to the
inability to travel to those destinations to develop business. We
are not anticipating a rapid pick-up in deal flow from our Shanghai
office in the coming year, but we are hopeful we can start to
benefit from our partnerships in Kenya and South Africa.
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
GBP399,144 comprising GBP68,374 profit on ordinary activities
before taxation plus amortisation of GBP330,770 (2021: GBP194,097
(no amortisation))
Cash at 31 March 2022
GBP2.01m (GBP1.87m)
Retained Corporate Clients at 31 March 2022
24 (19 clients of VSA Capital Limited)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2022
Notes 2022 2021
------------ ---------
GBP GBP
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 YEARED 31 MARCH 2022
2022 2021 2022 2021
Notes Group Group Company Company
ASSETS GBP GBP GBP GBP
---------- ---------- ---------- ----------
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 YEARED 31 MARCH 2022
Share Share Share Retained Total
Capital Premium based Earnings
payments
reserve
GBP GBP GBP GBP GBP
---------- --------- ---------- ---------- ------------
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 YEARED 31 MARCH 2022
2022 2021
Group Group
Notes GBP GBP
---------- ------------
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 25,799 -
reserve
---------- ------------
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, 212,808 -
property and equipment
Purchases of plant, property (847,651) -
and equipment
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 UK and registered in England and Wales
(Company Number 04918684). The Company's registered and head office
is at Park House, 16-18 Finsbury Circus, London, United Kingdom,
EC2M 7EB.
2 Revenue
Segmental reporting
Group Revenue of GBP3,605,562 (2021: GBPnil) comprises corporate
finance fees of GBP2,797,340 (2021: GBPnil), broking fees of
GBP578,069 (2021: GBPnil), bond trading of GBP85,462 (2021:
GBPnil), research fees of GBP138,750 (2021: GBPnil) and other
income of GBP5,941 (2021: GBPnil).
3 Employees and Directors (Group)
31/3/22 31/3/21
GBP GBP
---------- ----------
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 2022: GBP736 2021: GBPnil
interest
Gains/(losses) on market value 2022: (GBP429,225) 2021: GBP213,900
of investments
Finance costs: finance lease interest 2022: (13,282) 2021: GBPnil
------------------- ------------------
2022: (442,507) 2021: GBP213,900
-------------------------------------- ------------------- ------------------
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 UK. The difference is explained below:
2022 2021
GBP GBP
--------- ----------
Profit on ordinary activities before
tax 68,374 194,097
Profit on ordinary activities multiplied
by the
standard rate of corporation tax
in the UK of 19% (2021: 19%) 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 GBP2.9m
(2021: GBP2.8m) have been carried forward as at 31 March 2022. The
rate of corporation tax is set to rise to 25% in 2023.
6 Cash
2022 2021 2022 2021
Group Group Company Company
GBP GBP GBP GBP
------------ ------------ ---------- ---------
Cash at bank 2,010,003 1,863,785 339,625 24,813
------------ ------------ ---------- ---------
7 Profit & Loss Per Share
As at 31 As at 31
March 2022 March 2021
Audited Audited
------------ ------------
Basic
Profit/ (Loss) for the period attributable
to owners of the Company (GBP) 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 (GBP) 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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VSA Capital (AQSE:VSA)
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