TIDMFAL
RNS Number : 5082M
Falcon Media House Limited
31 July 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA
OR JAPAN
31 July 2017
Falcon Media House Limited
("Falcon" or the "Company")
Final Results
Falcon, the international media group focused on the
over-the-top ('OTT') video streaming market, announces its final
results for the 15-month period ending 31 March 2017.
Overview
-- Readmission to LSE after raising GBP4 million to acquire
Orbital Multi Media Holdings Corporation and Teevee Networks
Limited in line with strategy to buid an integrated business
focused on the rapidly growing Over-The-Top ('OTT') market, which
allows consumers to access media content they want, whenever and
however they want to
o Name changed to Falcon Media House Limited at the time of
readmission
-- Focused on positioning proprietary Q-Flow software as the
must-have technology powering the OTT industry and building own
Teevee brand
-- Memorandum of Understanding (the 'MoU') signed with leading
global network solutions provider Tata Communications ('Tata') with
regards to embedding Q-Flow into its existing OTT video service and
technology platform to deliver an industry-defining offering
-- Partnership secured with Verimatrix, the world leading
specialist in securing and enhancing revenue for multi-network,
multi-screen digital TV services around the globe, to deliver the
first secure OTT services in West Africa
-- Partnership and MOU signed with Tata to acquire connectivity,
hosting and operational media workflow services that power the
Group's Teevee Direct-to-Consumer ('D2C') brand
-- Launch of a dedicated sports OTT service with The Eastern
College Athletic Conference ('ECAC') the largest US east coast
collegiate athletic college conference comprising approximately 250
schools - offers sports fans, families and friends the chance to
live stream more than 30 men's and women's college sports
-- Expansion of global reach with MoUs signed with Media Nucleus
to target Southeast Asia and Africa OTT and Broadcast Markets and
with LaserNet Group to Target OTT opportunities across Africa,
offering an industry leading OTT service to millions of users
internationally
Chairman's Statement
Our vision, when we listed on the main market of the London
Stock Exchange in January 2016, was to position Falcon at the heart
of the media broadcasting revolution that is the Over-The-Top
('OTT') market, whereby consumers can access the media content they
want, whenever and however they want to.
At the time of our listing, Falcon was essentially a start-up
with a team of highly experienced TMT professionals but no
operating businesses; the OTT sector meanwhile was already a
multi-billion-dollar market having grown exponentially in a short
space of time. We were confident we could achieve our objective,
however, we recognised that the rapid proliferation and uptake of
OTT platforms had come at the expense of quality of service and
user experience. A company that could put this right would be
ideally placed to be a leader in this huge and rapidly growing
market.
Fast forward to today and although it is at the pre-revenue
earning stage, Falcon has the potential to become that company.
After relisting, Falcon changed its company name to Falcon Media
House. We have a solution that has the potential to be a
game-changer for both the OTT market and Falcon by becoming
established as the enabling technology that powers the industry,
including distribution and original content, around it. Our aim is
for Falcon to be an integrated OTT business that can act as a
consolidator of content for branded channels and provide a platform
for third party operators to launch new OTT services.
The size of the OTT prize
OTT platforms deliver audio and video content to customers
either over the open internet without a multiple-system operator or
via an internet-enabled device - smart televisions with a broadband
connection, phones, tablets, and set-top boxes. The market has
grown rapidly thanks to several structural growth drivers
including: high penetration of broadband and mobile devices such as
tablets and smartphones; consumers' increasing willingness to pay
for content; cost advantages over established pay-tv services; a
wealthy and scalable US market, a world leader in technology and
media; and the success of Netflix, Amazon and HBO which has
stimulated competition. Thanks to these and more, global OTT
subscription numbers and market value is forecast to grow to 332.2
million (2014: 92.1 million) and US$31.6 billion (2018: US$8
billion) by 2019.
The OTT problem and the Falcon solution
As mentioned above, despite, or rather because of, the
phenomenal growth recorded to date, OTT services are far from the
finished article. View media content via an OTT platform on the go
or at home via a smartphone or tablet and the chances are frequent
loss of signal or interference will blight the experience. Even the
largest operators in this market have so far failed to achieve
seamless streaming.
Falcon has the solution. Following the acquisition of Quiptel
Group in March 2017, we own an innovative technology that enables
unrivalled high-quality streaming over virtual paths, minimises
bandwidth consumption, and delivers across any network to any
device. By enabling "Intelligent Streaming", our Q-Flow software
constantly seeks the best route for video delivery, whilst
maintaining the highest possible quality. It is proven to deliver
between 30% and 40% more streams in the same bandwidth regardless
of video type, network and user. As a result, our complete software
solution provides cutting edge architecture for OTT streaming that
delivers a step change in the viewing experience for the user,
while at the same time fast-tracks the route to market for service
providers.
Rolling out the must-have technology to power the OTT
industry
It is one thing to claim to have a disrupting technology that
can transform what is already a huge industry, but another to roll
it out by convincing key market participants to embed it in their
products. Our job is made that much easier as our technology solves
a major quality issue for the end user that is there for all to
see. At the same time, it enables enterprise customers, such as
media content owners, mobile and broadband telecoms providers, to
deliver content over-the-top of existing infrastructure, thereby
shortening the time and expense it takes to come to market. With
such clear benefits on offer for both the user and the provider, we
are confident Q-Flow will become the must-have technology for
enterprise customers. With this in mind, we are highly encouraged
by the progress we have made in the short space of time since we
completed the acquisition of Quiptel. We acknowledge that Falcon is
yet to start producing significant revenue, but we think we have
brought the Group into an excellent starting position to deliver
shareholder value in the future.
Post period end, we signed a MoU with leading global network
solutions provider Tata Communications ('Tata'). Subject to the
signing of a Definitive Agreement, Tata will embed Q-Flow into its
existing OTT video service and technology platform to deliver an
industry-defining offering that elevates the quality of video
streaming experience to a new level and shortens the time to market
for brands and content rights holders. To be working with a partner
of the calibre of Tata is in our view testament to the
game-changing qualities of Q-Flow. We are confident we will secure
agreements with other major suppliers to the industry in line with
our strategy to establish Q-Flow as the leading enabling technology
that powers the rapidly expanding OTT streaming market.
In addition to the MoU with Tata, we have partnered with
Verimatrix, a specialist in securing and enhancing revenue for
multi-network, multi-screen digital TV services around the globe,
to deliver the first secure OTT service in West Africa. This
service, which has been commissioned by a leading oil organisation,
will be powered by Q-Flow to provide uninterrupted live and
on-demand TV to households on Bonny Island in West Africa, an area
which currently suffers from poor TV quality and frequent loss of
signal. The revenue model is based on an initial upfront fee plus
on-going annual licence and support fees. We are looking forward to
the launch of this stand-alone OTT service with an initial 21
channels during summer 2017, with more to be added. Once up and
running, this will provide a ready-made example of how Q-Flow
transforms the OTT viewing experience in even the remotest areas
where there is limited infrastructure in place. This service launch
is the first showcase for OTT in West Africa and will open the door
for more service offerings with Verimatrix over the coming months.
We aim to build similar dedicated OTT channels for organisations in
the corporate and sporting arenas.
Despite these positive developments the group is facing a delay
in revenue generation in comparison to its original business plan
which has resulted in a requirement for additional working capital
financing. We now anticipate the first significant revenues from
the MoU's discussed above to flow to the group in December 2017.
The success of the group in closing these MoUs has resulted in
interest from potential investors with whom we are in advanced
negotiations to secure financing that will help the group to bridge
its working capital requirements.
Falcon: an integrated OTT business
We do not intend to just wait for existing players and new
entrants to license our technology. Instead, we are using Q -Flow
to build our own OTT service and offering. In the second half of
2017, we are launching our product together with the Eastern
College Athletic Conference ('ECAC'), the largest US east coast
sports college franchise, which sponsors over 30 men and women's
varsity sports as a service to the market. Powered by Q-Flow and
partnered with Teevee Makers (which was founded as Teevee Media and
Production and renamed at the end of 2016), our own media and
production studio company.
As well as partnering with brand owners Teevee Makers will
generate its own content and licence relevant independent content
from third party studios and production companies. This will then
be marketed and distributed through Falcon in parallel to selling
content to traditional broadcast networks.
Falcon: a team to deliver
We are very proud of our diverse team, which has extensive
telecom, digital media and technology experience combined with a
proven track record in the equity capital markets. Post period end,
on 16 June, we appointed Diane McGrath to the newly created
position of Global Chief Strategy Officer to help us secure key
strategic partners across the world from her base in New York City,
US. Diane comes with a brilliant and successful track record of
developing strategic alliances in the media and technology sector,
building hugely successful commercial businesses and generating
shareholder value; we are delighted to have her on board.
Gert Rieder
Executive Chairman
28 July 2017
Consolidated Statement of Financial Position
The consolidated statement of financial position as at 31 March
2017 is set out below. All figures for current and previous
accounts are presented in GBP'000 in this Annual Report.
As at As at
31 March 31 December
2017 2015
Note GBP'000 GBP'000
Assets
Current Assets
Cash and cash equivalents 6 3,232 139
Prepayments 7 105 10
Other receivables 7 60 -
---------- -------------
Total Current Assets 3,397 149
Non-Current Assets
Financial Assets 9 29 -
Fixed Assets 8 16 -
Intangible Assets 10 9,137 -
---------- -------------
Total Non-Current Assets 9,182 -
Total Assets 12,579 149
---------- -------------
Consolidated Statement of Financial Position (continued)
As at As at
31 March 31 December
2017 2015
Note GBP'000 GBP'000
Equity and Liabilities
Capital and Reserves
Share Capital 5 791 44
Share Premium 5 13,889 137
Accumulated Deficit (3,707) (169)
Translation Reserve (33) -
---------- -------------
Total Equity attributable
to Equity Holders 10,940 12
Current liabilities
Other Short-term Payables 11 748 8
Trade and other Payables 11 481 93
Accrued Expenses 11 50 36
---------- -------------
Total Current Liabilities 1,279 137
Long-term Payables 11 360 -
---------- -------------
Total Non-Current Liabilities 360 -
Total equity and liabilities 12,579 149
---------- -------------
As approved and authorised for issue by the Board of Directors
on 28 July 2017 and signed on its behalf by:
Gert Rieder
Executive Chairman
Consolidated Statement of Comprehensive Income
The consolidated statement of comprehensive income for the
period from 1 January 2016 to 31 March 2017 is set out below:
Period ended Period ended
31 March 31 December
2017 2015
Note GBP'000 GBP'000
Revenue - -
------------- -------------
Personnel expenses 13 (405) -
Administrative expenses (3,059) (169)
Amortisation 10 (80) -
------------- -------------
Operating loss (3,544) (169)
Finance income 16 48 -
Finance cost 16 (42) -
------------- -------------
Financial income, net 6 -
Loss before income taxes (3,538) (169)
Income tax expense 17 - -
------------- -------------
Loss after taxation (3,538) (169)
Loss for the period (3,538) (169)
Other comprehensive
income:
Items that may be reclassified
subsequently to profit
or loss:
Currency translation (33) -
differences
------------- -------------
Total comprehensive
loss attributable to
owners of the parent (3,571) (169)
------------- -------------
Loss per share
Basic and diluted 18 (0.09) (0.07)
Consolidated Statement of Changes in Equity
The consolidated statement of changes in equity for the period
from 1 January 2016 to 31 March 2017 is set out below:
Share Share Translation Accumulated Total
capital Premium reserve deficit
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
On incorporation - -
on 29 January 2015 - - -
Loss and total comprehensive
loss for the period - - - (169) (169)
Transaction with
owners 44 137 - - 181
Total transaction
with owners 44 137 - - 181
As at 31 December
2015 and
1 January 2016 44 137 - (169) 12
-------- -------- ----------- ----------- -------
Loss for the period - - - (3,538) (3,538)
Translation reserve - - (33) - (33)
-------- -------- ----------- ----------- -------
Total comprehensive
loss - - (33) (3,538) (3,571)
Issue of Ordinary
Shares (net of expenses) 510 8,547 - - 9,057
-------- -------- ----------- ----------- -------
Issue of Preferred
Shares (net of expenses) 237 5,205 - 5,442
-------- -------- ----------- ----------- -------
As at 31 March 2017 791 13,889 (33) (3,707) 10,940
-------- -------- ----------- ----------- -------
Share capital comprises the Ordinary Shares, the Preferred
Shares and the Founder Share issued by the Group. Refer to Note
5.
Share premium has been reduced by a total of GBP 260,000 for
expenses in relation to the issue of Ordinary Shares on admission
of the Company to the London Stock Exchange's main market in 2016.
In the context of the Quiptel acquisition, issue of new shares, as
well as the respective re-admission, a further GBP 351,000 of
expenses were charged against share premium.
Consolidated Statement of Cash Flows
The consolidated cash flow statement for the period from 1
January 2016 to 31 March 2017 is set out below:
Period ended Period ended
31 March 31 December
2017 2015
GBP'000 GBP'000
Cash flows from operating activities
Loss for the period before
taxation (3,538) (169)
Depreciation / amortisation 80 -
Interest expenditure 42 -
------------- -------------
Operating cash flows before
movements in working capital (3,416) (169)
Increase in prepayments
and other receivables (95) (10)
Increase in trade and other
payables 532 137
Increase in rental deposits (29) -
------------- -------------
Net cash used in operating
activities (3,008) (42)
Loans advanced (1,182)
Cash received from acquisitions 98 -
------------- -------------
Net cash inflow from investing (1,084) -
activities
Issue of Shares 7,763 350
Expenses in relation to
issue of shares (611) (169)
------------- -------------
Net cash generated from
financing activities 7,152 181
Net increase in cash and
cash equivalents 3,060 139
Cash and cash equivalent 139 -
at beginning of period
Foreign exchange differences 33 -
------------- -------------
Cash and cash equivalent
at end of period 3,232 139
------------- -------------
Notes to the Annual Report
1. General information
Falcon Acquisitions Limited (the "Company") was incorporated to
acquire companies or businesses with a focus on opportunities in
the media and technology sectors.
On re-admission to the London Stock Exchange on 27 March 2017
the name of the Company was changed from Falcon Acquisitions
Limited to Falcon Media House Limited.
On that date the Group acquired control of the Quiptel Group and
Teevee Networks and is developing into being an integrated
Over-The-Top ("OTT") business provider that wants to act as a
consolidator of content for branded channels as well as a provider
of a technical platform for third party operators to launch new OTT
services. OTT platforms deliver audio and video content to
customers either over the open internet without a multiple-system
operator or via an internet enabled device - smart televisions with
a broadband connection, phones, tablets, and set top boxes.
As the accounting date of the acquired Quiptel Group is 31
March, the directors decided to change the accounting reference
date of the Company to this date to align with the operations of
Quiptel.
The Company was incorporated under the section II of the
Companies Law 2008 in Guernsey on 29 January 2015, and is limited
by shares and has registration number 59731.
The Company's registered office is located at Hadsley House,
Lefebvre Street, St Peter Port, Guernsey, GY1 2JP, Channel
Islands.
All amounts in the financial statements, for both the current
and previous accounting periods, are presented in GBP'000.
2. Significant Accounting Policies
Basis of preparation
By founding the subsidiary Teevee Media and Production Ltd in
2016 (renamed to Teevee Makers Inc) and acquiring the Quiptel Group
and Teevee Networks on 27 March 2017, the Company became a
Group.
The consolidated financial statements of Falcon Media House
Limited for the period ended 31 March 2017 have been prepared in
accordance with International Financial Reporting Standards as
adopted by the EU (IFRS's as adopted by the EU), issued by the
International Accounting Standards Board (IASB), including
interpretations issued by the International Reporting
Interpretations Committee (IFRIC) applicable to the companies
reporting under IFRS. The consolidated financial statements have
been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
financial statements, are disclosed in Note 3.
Comparative figures
The comparative figures presented in the Annual Report cover the
period from incorporation on 29 January 2015 to 31 December 2015.
The current accounting period comprises fifteen months as the
Company changed its accounting reference date from 31 December to
31 March to align with the accounting reference date of the Quiptel
Group.
Going concern
The consolidated financial statements have been prepared on the
assumption that the group will continue as a going concern for a
period of at least twelve months from the date of approval of the
financial statements.
At the balance sheet date the group had cash of GBP3.2 million,
net current assets of GBP2.3 million and net assets of GBP10.9
million following the successful acquisitions of Quiptel and Teevee
Networks on 27 March 2017 and the issue of 12 million new Ordinary
Shares and 4,000,000 Preferred Shares on that date which raised
total funds of GBP4 million. However, the group incurred a loss of
GBP3.5 million in the period ended 31 March 2017 (period ended 31
December 2015: loss of GBP0.2 million).
Since the balance sheet date, the Company has signed MoUs with
several leading global network solutions providers to utilise the
Q-Flow technology developed by Quiptel and has partnered with
another global company to deliver OTT services in West Africa. The
group expects other agreements with major suppliers to follow. In
addition, the group expects to earn revenue from the content
licence agreement held by Teevee Makers and to further develop the
media and studio production business. However, the group does not
now anticipate its first significant revenues until December 2017,
rather than in July 2017 as anticipated in the group's business
plan.
The Directors are in advanced discussions with certain existing
shareholders to provide short term working capital finance to
bridge the group's working capital requirements. In addition, the
success of the group in closing MoUs with prospective customers has
resulted in interest from potential investors and the Directors are
in advanced negotiations with a potential strategic investor to
provide more substantial development capital to the group.
As a result of the later than expected revenue inflows, the
Company does currently not have the liquidity needed to execute its
business plan for the next 12 months and this has resulted in a
requirement for additional working capital financing. The Directors
have prepared financial projections and plans for a period of at
least 12 months from the date of approval of these financial
statements and have considered both the anticipated additional
finance and the mitigating actions which could be taken.
The Directors have made an informed judgement, at the time of
approving these financial statements, that there is a reasonable
expectation that the Company will be able to raise sufficient
working capital finance. As a result, the Directors have adopted
the going concern basis of accounting is in the preparation of the
annual financial statements. However, at the date of approval of
these financial statements the availability of the necessary
additional finance is not certain.
These conditions indicate the existence of a material
uncertainty which may cast significant doubt about the Company's
ability to continue as a going concern. The financial statements do
not include the adjustments that would result if the Company was
unable to continue as a going concern.
Standards and interpretations issued but not yet applied
A number of new, revised and amended accounting standards and
interpretations have been issued but are not yet effective and have
not been adopted in preparing these financial statements.
The Group has not yet commenced operations or earned any revenue
and the directors are currently developing an appropriate
accounting policy for revenue recognition that would conform to
IFRS 15 'Revenue from contracts with customers' which would be
effective for the Group's 2019 financial statements unless
early-adopted. The directors do not expect that the adoption of the
remaining new standards will have a material impact on the
financial statements of the Group in future periods. The Group has
not yet adopted IFRS 16 'Leases'. IFRS 16 will be effective for
periods beginning on or after 1 January 2016, early adoption
allowed. The directors expect this standard to increase the assets
as well as the liabilities due to the accounting for the lease
liability and the right of use of the asset.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Company has
control. The Company controls an entity when it is exposed to, or
has the right to, variable returns from its involvement with the
entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are consolidated from the date
on which control is transferred to the Company. They are
deconsolidated from the date that control ceases.
The Company applies the acquisition method to account for
business combinations.
Intercompany transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised
losses are also eliminated unless the transaction provides evidence
of an impairment of the transferred asset. Accounting policies of
subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the group.
Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements of each of the
group's entities are measured using the currency of the primary
economic environment in which the entity operates ('the functional
currency'). The consolidated financial statements are presented in
British Pounds (GBP), which is the functional and presentation
currency of Falcon Media House.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of
such transactions and from the translation of monetary assets and
liabilities denominated in foreign currencies at year end exchange
rates are recognised in profit or loss. Foreign exchange gains and
losses are presented in the statement of profit or loss, within
finance income or finance costs, except when foreign exchange gains
and losses are resulting from operations, in which case they would
be shown as part of the operating loss.
Group companies
The results and financial position of foreign operations (none
of which has the currency of a hyperinflationary economy) that have
a functional currency which is different from the presentational
currency of the Group are translated as follows:
-- assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of that balance
sheet
-- income and expenses for each statement of profit or loss and
statement of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of
the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the
dates of the transactions), and
-- all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the
translation of any net investment in foreign entities, and of
borrowings are recognised in other comprehensive income. When a
foreign operation is sold or any borrowings forming part of the net
investment are repaid, the associated exchange differences are
reclassified to profit or loss, as part of the gain or loss on
sale.
Goodwill and fair value adjustments arising on the acquisition
of a foreign operation are treated as assets and liabilities of the
foreign operation and translated at the closing rate.
Receivables
Receivables are amounts due from customers for services
performed in the ordinary course of business. If collection is
expected in one year or less, they are classified as current
assets. If not, they are presented as non-current assets.
Receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method, less provision for impairment.
Fixed Assets
Fixed assets are stated at historical cost less accumulated
depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items. Individual assets up
to GBP 5,000 will be directly expensed. Depreciation is calculated
using straight-line method to allocate the cost over their
estimated useful lives between 3 and 8 years.
Intangible assets
Software
Costs associated with maintaining software programmes are
recognised as an expense as incurred. Development costs that are
directly attributable to the design and testing of identifiable and
unique software products controlled by the group are recognised as
intangible assets when the following criteria are met:
-- it is technically feasible to complete the software so that it will be available for use
-- management intends to complete the software and use or sell it
-- there is an ability to use or sell the software
-- it can be demonstrated how the software will generate probable future economic benefits
-- adequate technical, financial and other resources to complete
the development and to use or sell the software are available,
and
-- the expenditure attributable to the software during its
development can be reliably measured.
Directly attributable costs that are capitalised as part of the
software include employee costs and an appropriate portion of
relevant overheads. Software has a finite useful life and is
carried at cost less accumulated amortisation.
Trademarks and Licenses
Separately acquired trademarks and licenses are shown at
historical cost. Trademarks and licenses acquired in a business
combination are recognised at fair value at the acquisition date.
Trademarks and licenses have a finite useful life and are carried
at cost less accumulated amortisation.
Samples, Models, Plans
Costs directly attributable to the development or production of
samples, models and plans in relation to content being developed by
the group are capitalised as intangible assets only when technical
feasibility of the project is demonstrated, the group has an
intention and ability to use the samples, models or plans and the
costs can be measured reliably.
Amortisation methods and useful lives
The group amortises intangible assets with a limited useful life
using the straight-line method over the following periods:
-- Software: 3-5 years
-- Licenses, advertising rights, brands: duration of contract or 5 years
-- Content samples produced: duration of contract/production or 5 years
Amortisation of Software starts once the product is in
commercial use, for Licensing and Samples it starts with the
contracted delivery date. In the Statement of Comprehensive income
the expenses for the amortisation are disclosed in
"Amortisation".
Financial assets
The group's financial assets comprise loans and receivables. On
initial recognition, the group measures a financial asset at its
fair value plus transaction costs that are directly attributable to
the acquisition of the financial asset.
Loans and receivables are subsequently carried at amortised cost
using the effective interest method.
Interest on loans and receivables calculated using the effective
interest method is recognised in the statement of profit or loss as
part of revenue from continuing operations
Financial liabilities
The group's financial liabilities comprise amounts payables for
goods and services that have been acquired in the ordinary course
of business from suppliers. The amounts are unsecured and are
classified as current liabilities if the Group does not have an
unconditional right to defer payment by more than 12 months. If not
they are presented as non-current liabilities.
Payables are recognised initially at their fair value and
subsequently measured at amortised cost using the effective
interest method.
Share capital
Ordinary Shares, Preferred Shares and Founder Shares are
recorded at nominal value and the proceeds received in excess of
the nominal value of shares issued, if any, are accounted for as
share premium. Both share capital and share premium are classified
as equity. Costs incurred directly in relation to the issue of
shares are accounted for as a deduction from share premium,
otherwise they are charged to the income statement.
Share-based payments
The Company operates an equity-settled, share-based compensation
plan, under which the entity receives services from employees and
service providers as consideration for equity-instruments (options)
of the Group. The fair value of the services received in exchange
for the grant of the options is recognised as an expense. The total
amount to be expensed is determined by reference to the fair value
of the options granted:
- including any market performance conditions
- excluding the impact of any services and non-market
performance vesting conditions
- including the impact of any non-vesting conditions.
At the end of each reporting period the Company revises its
estimates of the number of options that are expected to vest based
on the non-market vesting conditions and service conditions. It
recognises the impact of the revision to original estimates, if
any, in the income statement, with a corresponding adjustment to
equity.
In addition, in some circumstances, employees may provide
services in advance of the grant date and therefore the grant date
fair value is estimated for the purpose of recognising the expense
during the period between service commencement period and grant
date.
When the options are exercised, the Company issues new shares.
The proceeds received net of any directly attributable transaction
costs are credited to share capital and share premium.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires the Group to
make estimates, judgments and assumptions that affect the reported
amounts of assets, liabilities, results and related disclosures.
Estimates and judgments are continually evaluated and are based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates under
different assumptions and conditions.
The estimates and judgments that have a significant impact on
the carrying amounts of assets and liabilities are addressed
below:
- Intangible Assets: with the acquisition of the Quiptel Group
and Teevee Networks several intangible assets were recognized, as
further described in Notes 10 and 22. In addition, further
intangible asset arise in the Company's existing subsidiary, Teevee
Makers as described in note 10. Management has assessed the
expected contribution to be generated from these intangible assets
and deemed that no adjustment is required to the carrying values.
The recoverable amounts of the assets have been determined based on
value in use calculations which require the use of estimates and
judgments. Management will reassess the valuations and estimated
useful lives on a regular basis.
4. Business Segments
For the purpose of IFRS8, the Chief Operating Decision Maker
"CODM" takes the form of the board of directors. The Directors are
of the opinion that until the acquisition of the Quiptel Group and
Teevee Networks the business of the Company comprised a single
activity, being the identification and acquisition of target
companies or businesses in the media and technology sectors. The
future operating business segments of the group are currently being
evaluated by the board of directors following the acquisition of
the Quiptel Group and Teevee Networks in March 2017.
5. SHARE CAPITAL
31 March 31 December
2017 2015
Number of Founder Shares 1 1
Share Capital (GBP) 0 0
Share Premium (GBP) 8 8
Number of Ordinary Shares 55,410,266 4,375,100
Share Capital (GBP) 554,103 43,751
Share Premium (GBP)* 8,683,543 136,983
Number of Preferred Shares 23,722,685 -
Share Capital (GBP) 237,227 -
Share Premium (GBP) 5,205,000 -
Total share capital (GBP) 14,679,881 180,734
*Note: including reduction of issue-related expenses
Ordinary Shares
Each Ordinary Share ranks pari passu for Voting Rights,
dividends and distributions and return of capital on winding
up.
Preferred Shares
Each Preferred Share ranks pari passu for dividends and
distributions and returns of capital on winding up. Preferred
shares entitle the holders to the same rights as Ordinary Shares,
with the difference that Preferred Shares do not have voting
rights. The Preferred Shares can be converted into Ordinary Shares
at the discretion of the holder and will automatically convert in
Ordinary Shares five years after the date of re-admission, which
was on 27 March 2017.
Movements in share capital
On 29 January 2015, the Company was incorporated with an issued
share capital of one hundred (100) Ordinary Shares of GBP0.01
each.
On 27 July 2015, an additional 4,375,000 Ordinary Shares were
issued at GBP0.08 per share to the sole shareholder, GSC SICAV plc
- GSC Global Fund, for a cash consideration of GBP350,000. As a
result, share capital of GBP43,750 and share premium of GBP306,250
were recognized.
On 16 September 2015, one Founder Share was issued to GSC SICAV
plc - GSC Global Fund, for cash consideration of GBP8.00. As a
result, share capital of GBP0.01 and share premium of GBP7.99 were
recognised. The Founder Share is a separate class of shares which
is non-voting and which gives the holder certain rights, including
the right to appoint up to three directors until immediately on the
occurrence of a Founder Share Conversion Event.
On 18 January 2016 the Company was admitted to trading at the
London Stock Exchange, at which point the Company issued 16 million
Ordinary Shares at GBP0.10 per Ordinary Share, raising a total of
GBP 1.6 million, consisting of share capital of GBP160,000 and
share premium of GBP1,440,000.
On 21 April 2016 the Company issued 10,000,000 Ordinary Shares
at a price of GBP 0.20 per Ordinary Share, raising GBP 2 million,
consisting of share capital of GBP100,000 and share premium of
GBP1,900,000.
On 17 June 2016 the Company issued a further 815,000 Ordinary
Shares at a price of GBP 0.20 per Ordinary Share, raising GBP
163,000, consisting of share capital of GBP 8,150 and share premium
of GBP 154,850.
On 27 March 2017, the Company issued 12,000,000 Ordinary Shares
at a price of GBP 0.25 and 4,000,000 Preferred Shares at a price of
GBP 0.25, raising a total of GBP 4 million, comprising share
capital of GBP160,000 and share premium of GBP3,840,000.
On the same date, 800,000 Ordinary Shares were issued at a price
of GBP 0.25 pursuant to the Quiptel Management Incentive Plan,
comprising share capital of GBP8,000 and share premium of GBP
192,000 on acquisition of the Quiptel Group. These shares were
issued instead of settling the full liabilities of the Plan.
In conjunction with the acquisition of both the Quiptel Group as
well as Teevee Networks the Company issued a further 11,420,166
Ordinary Shares at a price of GBP 0.35 and 19,722,685 Preferred
Shares at a price of GBP 0.35. The Fair Value of both the Ordinary
as well as the Preferred Shares was determined at a value of GBP
0.22 per share in accordance with IFRS 3. Therefore a rise in share
capital of GBP311,429 and share premium of GBP 6,851,427 was
recognized. These shares included shares issued to Nuovo Capital
and Digital Realm, as explained in Note 15.
All shares have been fully paid up. At 31 March 2017, the number
of Ordinary Shares and Preferred Shares authorised for issue was
unlimited.
6. CASH AND CASH EQUIVALENTS
GBP'000 31 March 31 December
2017 2015
Cash at bank and in hand 3,232 139
--------------------------------- --------- ------------
Total cash and cash equivalents 3,232 139
7. PREPAYMENTS AND OTHER RECEIVABLES
GBP'000 31 March 31 December
2017 2015
Prepayments 105 10
Other receivables 60 -
Total prepayments and
other receivables 165 10
Prepayments consist of prepaid expenses for management and
accounting fees.
8. FIXED ASSETS
GBP'000 Furniture Office Equipment Total
-------------------------- ---------- ----------------- ------
Cost
At 31 December - - -
2015
Additions 2 14 16
At 31 March 2017 2 14 16
Accumulated depreciation
At 31 December - - -
2015
Depreciation for - - -
the period
-------------------------- ---------- ----------------- ------
At 31 March 2017 - - -
Net book value:
========================== ========== =================
At 1 January 2015 - - -
At 31 March 2017 2 14 16
========================== ========== ================= ======
9. FINANCIAL ASSETS
GBP'000 31 March 31 December
2017 2015
----------------------- --------- ------------
Rental Deposits 29 -
----------------------- --------- ------------
Total Financial Assets 29 -
For renting office spaces in London and New York after the
period end, security deposits were paid to the landlords.
10. INTANGIBLE ASSETS
GBP'000 Software Licenses Advertising Brands Goodwill Total
rights
Cost
At 31 December - - - - - -
2015
Additions 6,655 800 800 495 9,220
Foreign
Exchange (3) - - (3)
At 31 March
2017 6,655 797 880 485 9,217
Accumulated
amortization
At 31 December - - - -
2015
Amortisation
for the
period (80) - - (80)
At 31 March
2017 (80) - - (80)
Carrying
amount
At 31 Match
2017 6,655 717 880 495 9,137
Software
With the acquisition of the Quiptel Group on 27 March 2017,
capitalized software development costs of GBP 5.2 million were
acquired which had previously been recognized by Quiptel.
Additionally, GBP 1.5 million of the purchase price was allocated
to Software as the Directors valued the intangible asset at GBP 6.7
million, as further described in note 22.
Licenses
On 20 October 2016, Teevee Makers entered into an agreement with
Eastern College Athletic Conference (ECAC) to televise and
distribute ECAC games and events over the next four years. A value
of USD 1 million (GBP800,000) was agreed between the parties,
payments to ECAC by Teevee Makers are scheduled to be made by
instalments between November 2016 and March 2020. The asset is
being amortised over the 4 year contract period.
Advertising rights
These comprise contractual advertisement rights acquired by
Teevee Makers on 10 March 2017. The valuation has been determined
with reference to the fair value of 4,000,000 Preference Shares
issued to acquire them, at a fair value per share of GBP0.22
Brands
Brands include GBP 0.3 million from the estimated fair value of
the acquired Teevee brand which will be amortised over its
estimated useful life of five years. Additionally the costs for
producing a demo-tape regarding a TV-show in the US of GBP75,000 is
included.
Goodwill
The group annually tests the goodwill for impairment or more
frequently if there are indications that the goodwill might be
impaired. Goodwill acquired in a business combination has been
allocated to the cash-generating unit ("CGU") that is expected to
benefit from that business combination, namely the Quiptel
business. In order to determine whether impairments are required,
the group has estimated the recoverable amount of the CGU based on
projecting future cash flows over a 3 year period at a discount
rate of 15% and has not identified any impairment. The impairment
analysis assumes that sufficient funds are available to the group,
as further explained in Note 2, that the group commences earning
revenue in December 2017 and a growth rate of 5%. The group has
applied sensitivity analysis using a discount rate of 10% and
growth rate of 5% with no material change in outcome.
11. TRADE AND OTHER PAYABLES
GBP'000 31 March 31 December
2017 2015
Current
--------------------------- --------- ------------
Other Short-term Payables 748 8
Trade and other Payables 481 93
Accrued expenses 50 36
--------------------------- --------- ------------
Total Current 1,279 137
Non-Current
Long-term contractual 360 -
obligations
Total Non-Current 360 -
Total trade and other
payables 1,639 137
Other Short-term payables are mainly related to the Quiptel
Management Incentive Plan (GBP 409k) and contractual obligations of
GBP 320k, presented in the scheduled payments of the ECAC-contract
(please refer to note 10) with payments due within one year from
the reporting date. Later payments with regard to this contract
represent the value of the Long-term contractual obligations.
The Quiptel Management Incentive Plan is a cash incentive plan
for the key employees in Quiptel, which was taken over as a
liability with the acquisition of the Quiptel Group. The Incentive
Plan foresees cash payments at defined dates. Parts of this cash
obligation has been settled in Ordinary as agreed with some of the
key employees (please see note 5).
As at 31 March 2017, the trade and other payables were
classified as financial liabilities measured at amortised cost. A
maturity analysis of the Group's trade payables due in less than
one year is as follows:
GBP'000 As at As at
31 March 31 December
2017 2015
--------------- ---------- -------------
0 to 3 months 1,135 101
3 to 6 months 100 -
6 months + 404 -
--------------- ---------- -------------
Total 1,639 101
---------------- ---------- -------------
12. OPERATING LEASE COMMITMENTS
The group leases office spaces under non-cancellable operating
lease agreements. The future aggregate minimum lease payments are
as follows:
GBP'000 31 March 31 December
2017 2015
Within 1 year 53 -
Between 1 year and 5 years - -
After 5 years - -
Total 53 -
--------------------------- --------- ------------
13. EMPLOYEE BENEFITS AND EXPENSES
GBP'000 31 March 31 December
2017 2015
Wages and salaries 229 -
Work services provided 29 -
by a third party
Bonus paid to directors 80 -
Director Fees 38
Social insurance expense 25 -
Other personnel expenses 4 -
405 -
-------------------------- --------- ------------
14. RELATED PARTY TRANSACTIONS
The following transactions were carried out with related
parties:
Key Management Compensation
The Key Management Personnel are introduced in the section
"Board of Directors and Senior Management" on pages 11 to 15 of
this Annual Report. For the remuneration of the Directors please
see "Directors Remuneration Report" on page 31 to 33.
Directors are remunerated through payment to their service
companies, except where stated in Note 13. Besides that just one
member of the Senior Management is directly employed with the Group
as key management personnel. The total compensation paid or payable
to directors and key management for employment services is shown
below:
GBP'000 31 March 31 December
2017 2015
Salaries and other short-term 524 -
employee benefits
Termination benefits - -
Post-Employment benefits - -
Other long-term benefits - -
Share-based payments - -
Total 524 -
------------------------------ --------- ------------
The group obtained key management personnel services from other
entities for all other Senior Management members. For payments to
these entities please refer to the next section.
There were 3,250,000 share options granted to the members of the
Senior Management. As the fair value of the options is considered
to be immaterial in the current year, there is no P&L impact of
this grant. For further details of the options please refer to note
15 "Share Based Payment".
Purchase of Services
GBP'000 31 March 31 December
2017 2015
Purchase of Services
- Entities controlled by
key personnel 1,482 43
Total 1,482 43
--------------------------- --------- ------------
Under the Advertising Placement Agreement advertising spots
worth GBP 880k were bought from the related party Digital Realm.
Payment was made in shares, please refer to note 15.
The group obtains key management personnel services from other
entities. These entities are controlled by the respective
personnel. Besides the service fee, the amount of GBP602k also
includes expenses of the personnel that have been reimbursed by the
Group. Included in this figures are the payments made to the
consulting companies of the Directors.
Year-end balances arising from services
GBP'000 31 March 31 December
2017 2015
Payables
- Entities controlled 130 -
by key personnel
Total 130 -
----------------------- --------- ------------
The payables to related parties arise from services provided by
key management personnel, are due immediately and bear no
interest.
15. SHARE BASED PAYMENTS
Share options have been granted to directors, employees and key
service providers. The exercise price of the granted options at GBP
0.25 is equal to the conditions of the capital raise in March 2017
when the options were granted. Options are conditional on being a
director, employee or consultant to the Group on the respective
Vesting Date.
The options are exercisable on the following vesting dates:
- 16(th) of March 2018: 33 % of the option shares
- 16(th) of March 2019: 66 % of the option shares
- 16(th) of March 2020: 100% of the option shares
The options have a contractual term of 5 years. The Group has no
legal or constructive obligation to repurchase or settle the
options in cash. Movements in share options are given below:
31 March 2017 31 December
2015
Average Options Average Options
exercise (thousands) exercise (thousands)
price price
in FMH in FMH
per share per share
option option
At 1 January - - - -
Granted 0.25 11,161 - -
Forfeited - - -
Exercised - - -
Expired - - -
At. 31 March 0.25 11,161 - -
-------------- ----------- ------------- ----------- -------------
Out of the 11,160,897 outstanding options (2015: 0), no options
are exercisable.
Share options outstanding at the end of the year have the
following expiry date and exercise prices:
exercise Share options
price in (thousands)
FMH per
share option
--------- ----------- --------------
Expiry 31 March 31 December
date - 2017 2015
Grant 16 March
--------- ----------- -------------- --------- ------------
2017-03 2022 0.25 11,161 -
--------- ----------- -------------- --------- ------------
11,161 -
The weighted average fair value of the options granted during
the period determined using a Black-Scholes valuation model was
3.43p per option. The significant inputs to the model were the
weighted average share price of GBP 0.22 at the grant date,
exercise as shown above, volatility of 20%, expected option life of
5 years and an annual risk-free interest rate of 1.5%. The
volatility measured at the standard deviation of continuously
compounded share returns is based on statistical analysis of the
share price since incorporation. A charge will be recognised in the
next financial year but no material charge was made in the current
period.
In connection with the acquisition of the Quiptel Group two
contracts were settled in the form of shares.
Pursuant to the Nuovo Capital Service Agreement, 634,453
Ordinary Shares and 794,117 Preferred Share were issued to Nuovo at
GBP 0.35 each. The respective costs of GBP 500k were in respect of
professional services provided by Nuovo during the acquisition
process and have been allocated to the General Administrative
Expenses, GBP 101k thereof have been expensed against share
premium.
Under the terms of the Advertising Placement Agreement,
4,000,000 Preferred Shares were issued to Digital Realm Inc. at GBP
0.22 in return for advertising rights, valuing these rights at GBP
880,000.
16. FINANCE INCOME AND COST
GBP'000 31 March 31 December
2017 2015
Exchange differences 10 -
Interest income 38
---------------------- --------- ------------
Finance income 48 -
Bank charges (8) -
Exchange differences (32) -
Other finance costs (2) -
---------------------- --------- ------------
Finance costs (42) -
---------------------- --------- ------------
17. TAXATION
The Group is subject to income tax at a rate of nil in Guernsey
and around 15% in the US, as at 31 March 2017.
Deferred tax has not been provided as the applicable tax rate is
0%,
18. LOSS PER SHARE
The calculation for loss per Ordinary Share (basic and diluted)
for the relevant period is based on the loss after income tax
attributable to each equity Shareholder for the period from 1
January 2016 to 31 March 2017 as follows:
Loss attributable to equity shareholders
(GBP) (3,538,231)
------------
Weighted average number of ordinary
shares 38,299,769
------------
Loss per ordinary share (GBP) (0.09)
------------
Loss and diluted loss per Ordinary Share are calculated using
the weighted average number of Ordinary Shares in issue during the
period. There were no dilutive potential Ordinary Shares
outstanding during the period.
19. FINANCIAL INSTRUMENTS - RISK MANAGEMENT
The Group is exposed through its operations to foreign currency
risk, credit risk and liquidity risk and in common with all other
businesses, the Group is exposed to risks that arise from its use
of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the
methods used to measure them. Further quantitative information in
respect of these risks is presented throughout this Annual
Report.
Financial instruments
The financial instruments used by the Group, from which
financial instrument risk arises, are as follows:
measurement Amount in
GBP'000
Amortised
Cash and Cash Equivalents Cost 3,232
Amortised
Loans and receivables Cost 225
Amortised
Financial Assets Cost 29
Amortised
Other payables Cost (1,639)
The risk associated with the cash and cash equivalents is that
the Group's bank will enter financial distress and be unable to
repay the Group its cash on deposit. To mitigate this risk, cash
and cash equivalents are only lodged with independent financial
institutions designated with minimum rating "A".
The risk associated with loans and the financial assets is that
the counterparty will not be able to repay the outstanding interest
and debt.
The risk associated with the other payables and liabilities is
that the Group will not have sufficient funds to settle the
liability when it falls due. The Directors seek to maintain a cash
balance sufficient to meet expected requirements for a period of at
least 45 days.
Foreign currency risk is associated with all of the above
balances and results of assets and liabilities denominated in
foreign currency. The most relevant currency pair for the business
is USD / GBP. The directors are aware of this risk and seek to
enter into as little foreign currency risk as possible. The foreign
currency positions are regulatory monitored by the CFO.
General objectives, policies and processes
The Directors have overall responsibility for the determination
of the Group's risk management objectives and policies. Further
details regarding these policies are set out below:
Credit risk
The Group's credit risk arises from cash and cash equivalents
with banks and financial institutions. For banks and financial
institutions, only independently rated parties with minimum rating
"A" are accepted.
Liquidity risk
The Directors' objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. At the date of this financial information, the
Company had been financed from equity. In the future, the capital
structure of the Company is expected to consist of convertible
notes and equity attributable to equity holders of the Company. As
a result of later than expected revenue inflows the Company does
currently not have the liquidity needed to execute its business
plan for the next 12 months and this has resulted in a requirement
for additional working capital financing. The Directors are
therefore in discussions with certain existing shareholders to
provide short term working capital finance to bridge the group's
working capital requirements.
20. CAPITAL RISK MANAGEMENT
The Directors' objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. At the date of these Annual Report, the Group
has been financed by equity. In the future, the capital structure
of the Group is expected to consist of borrowings and equity
attributable to equity holders of the Group, comprising issued
share capital and reserves.
21. SUBSEQUENT EVENTS
Subsequent to the period end the following events occurred:
On 19 April 2017 the Company announced it is working together
with Tata Communications to acquire connectivity, hosting and
operational media workflow services for its OTT services.
On 24 May 2017 the Company announced a partnership with
Verimatrix to deliver first secure OTT service in West Africa.
On 16 June 2017 the Company announced the appointment of Diane
McGrath as Global Chief Strategy Officer.
On 23 June 2017 the Company announced a MoU with Tata
Communications (UK) Limited to collaborate on an OTT service aimed
at brands and content right holders.
On 30 June 2017 the Company announced the beta launch of its
ECAC sports service.
On 13 July 2017 the Company announced a MoU with Media Nucleus
to offer an industry leading OTT service to millions of users
internationally.
On 24 July 2017 the Company announced a MoU with LaserNet to
deliver OTT services to millions of users across Africa.
22. GROUP STRUCTURE AND ACQUISITIONS
On 27 March 2017, Falcon acquired 100% of the issued share
capital of Orbital Multi Media Holdings Limited (the "Quiptel
Group") and of Teevee Networks Limited (Teevee). All information
regarding the acquisitions can be found in the Group's prospectus
on its website under
http://www.falconmediahouse.com/wp-content/uploads/2016/12/falcon-acquisitions-limited-prospectus.pdf.
The Quiptel Group acquisition
The Group acquired the Quiptel Group for consideration with a
total fair value of GBP5,343,000. The consideration was settled on
readmission to trading on the London Stock Exchange's main market
by the issuance of 10,785,713 Ordinary Shares and 13,499,997
Preferred Shares. The Fair Value per share for both the ordinary
and preferred shares was considered to be GBP 0.22 as this was the
opening share price on readmission.
The following table summarises the consideration paid for the
Quiptel Group and the fair value of assets acquired and liabilities
assumed at the acquisition date.
Consideration Fair Value
------------------------------------- ------------
GBP'000
Equity instruments (10,785,713
ordinary shares and 13,499,997
preferred shares) 5,343
Total consideration 5,343
------------------------------------- ------------
Recognised amounts of identifiable
assets acquired and liabilities
assumed, at fair value
------------------------------------- ------------
Cash and cash equivalents 98
Property, plant and equipment 16
Intangible assets / software 6,655
Trade and other receivables 60
Trade and other payables (510)
Loan (1,471)
Total identifiable net assets 4,848
------------------------------------- ------------
Goodwill 495
Total 5,343
------------------------------------- ------------
In addition to the consideration paid, the Company may pay
additional variable cash amounts equal to 30% of the amount by
which the consolidated EBITA of Orbital Multi Media Holdings
exceeds GBP 2,500,000 for the business years up to 31 March 2018.
No provision has been made as the EBITDA is not expected to exceed
this amount.
The Company granted an unsecured interest-free working capital
loan to the Quiptel Group of GBP1.5 million prior to
acquisition.
The goodwill arising represents a premium paid for the Quiptel
business and has been tested for impairment by the directors, as
set out in Note 10.
The Teevee Networks Limited Acquisition
The Group acquired Teevee Networks Limited for consideration
with a total fair value of GBP314,000 The consideration was settled
on readmission to trading on the London Stock Exchange's main
market by the issuance of 1,428,571 Preferred Shares. The fair
value per share for preferred shares was considered to be GBP 0.22
as this was the opening share price on readmission.
The following table summarises the consideration paid for
Teevee, the fair value of assets acquired and liabilities assumed
at the acquisition date.
Consideration Fair Value
------------------------------------- -----------
GBP'000
------------------------------------- -----------
Equity instruments (1,428,571
preferred shares) 314
Total consideration 314
------------------------------------- -----------
Recognised amounts of identifiable
assets acquired and liabilities
assumed
------------------------------------- -----------
Cash and cash equivalents -
Property, plant and equipment -
Intangible assets / brands 314
Trade and other receivables -
Trade and other payables -
Total identifiable net assets 314
------------------------------------- -----------
Goodwill -
Total 314
------------------------------------- -----------
Total acquisition and re-admission costs were GBP 1,232k. They
were partially (GBP 351k) set off against share premium as in so
far as the costs were relating to the issue of new ordinary shares.
The remainder was expensed in the current years Administrative
Expense.
As the acquisitions were closed on 27 March 2017 there is no
effect on the income Statement for the remaining 4 days.
The Company had the following active subsidiaries as of 31 March
2017:
Proportion Portion
of ordinary of ordinary
Country shares shares
of incorporation held directly held by
and place Nature by parent the group
Name of business of business (%) (%)
Teevee Markers
Inc., (former
Teevee Media
and Production Media production
Ltd.) USA company 100 100
Teevee Networks Media content
Ltd. UK company 100 100
Orbital Multi British
Media Holdings Virgin Holding
Ltd Islands company 100 100
Quiptel Hong
Kong Ltd Hong Kong OTT operations - 100
IT research
Quiptel Shenzhen and development
Co. Ltd China center - 100
The group had the following dormant subsidiary as of 31 March
2017:
Proportion Portion
of ordinary of ordinary
Country shares shares
of incorporation held directly held by
and place Nature by parent the group
Name of business of business (%) (%)
Quiptel UK IT Sales
Ltd UK and operations - 100
Quiptel UK commenced business during May 2017.
23. ULTIMATE CONTROLLING PARTY
As at 31 March 2017, no single entity owned more than 50% of the
issued share capital. Therefore the Company does not have an
ultimate controlling party.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
**ENDS**
For more information please contact:
Falcon info@falconmediahouse.com
Gert Rieder
------------------------------- --------------------------------
St Brides Partners Ltd (PR)
Frank Buhagiar / Olivia Vita +44 (0) 20 7236 1177
------------------------------- --------------------------------
Nuovo Capital LLP (Financial
Adviser and Joint Broker)
Simon Leathers / Anthony
Rowland +44 (0) 20 3515 0230
------------------------------- --------------------------------
Shard Capital Partners LLP +44 (0) 20 7186 9952
Damon Heath damon.heath@shardcapital.com
Erik Woolgar +44 (0) 20 7186 9964
erik.woolgar@shardcapital.com
------------------------------- --------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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