REG-Grand Vision Media: Half-year Report
28/09/2018 14:25
London, 28 September 2018
Grand Vision Media Holdings plc
( “GVMH” or the “Company”)
Half-yearly report
The CEO’s Report
Background
In conjunction with the successful completion of the acquisition of GVC
Holdings Limited (“GVC”) on 19 June 2018, I was appointed to the Board as
Chief Executive Officer. The Company has changed its name to Grand Vision
Media Holdings Plc, and raised £1,010,000 by the issue of new shares. The new
combined group (the “Group”) looks forward to continuing with the
development of the GVC business.
This exciting achievement will provide the resources and profile to build out
the business by furthering our penetration of the Chinese market (the
company’s current footprint in China represents less than 5% of the market
there) and taking our products and services into new markets.
As an integrated out-door digital media company we are deploying innovative
display and marketing technologies at strategic, high-traffic locations. Our
glasses-free 3D technology in digital out-of-home (OOH) media is enabling
advertisers to engage with affluent consumers in important and growing
markets. Our “space management” approach utilising the cinema space
for events and exhibitions offers a total solution to our advertisers, with
the potential of direct conversion to sales.
Our network now covers over 180 locations covering 29 provinces in China and
we are growing our business further within China and taking our technologies
and expertise to new markets, specifically Thailand, Korea and Japan, where we
have forged alliances and representations to take our business forward.
The digital OOH signage market is growing, and will continue to grow in the
foreseeable future, and we want to be at the forefront of that growth by
providing our customers with the ability to reach Chinese consumers as they
become more affluent and seek access to more quality domestic and
international products and services.
Two significant trends that are benefitting our growth are outbound travel and
the Chinese appetite for foreign products. The Group is well positioned to
take advantage of this trend, acquiring many international brands and travel
destinations as direct customers.
Summary of Trading Results
GVMH Consolidated Results for the 6 Months to 30 June 2018
Revenue in the period was HKD7,415K. The Company had a loss before tax of
HKD20,745k. The expenses in the period included the costs of the reverse
takeover transaction amounting to HKD13,644K.
GVC Results for the 6 Months to 30 June 2018
Revenue in the period was HKD7,415K (H1 2017 : HKD3,771K), representing an
increase of 97% for the same period last year. This is mainly attributable
to the addition of Golden Harvest chain of cinemas (67 cinemas) to our
inventory in the corresponding period which took us to over 200 panels. We
have also been successful in delivering more integrated campaigns and
marketing events to supplement the traditional OOH advertising revenue.
Revenue from social media marketing also grew by over 10 percent to HKD
2,600K. GVC had a loss before tax in the period of HKD6,745K (H1 2017 :
HKD5,434K).
Outlook
The digital signage market globally is expected to reach almost $30bn by 2024,
compared to approximately $15bn in 2015*. We believe that this growth will be
driven not only by new, higher resolution displays and new types of
technology, but also by integrating digital displays with customers’ smart
phones.
We believe that we are well placed to benefit from this growth, and we will
continue to develop our business in line with our strategy.
In the second half of the year we have been pursuing new opportunities in
Thailand, Korea and in Japan where we have entered into a strategic alliance
agreement with Eco Century Ltd (“Eco Century”). Eco Century is a Japanese
marketing and payment service company, and together we are offering marketing
and WeChat Pay services to Japanese clients with a focus to attract Chinese
tourists and consumers. We are also in discussion with these overseas
partners to evaluate the possibility to introduce glasses free 3D technology
to these countries.
Responsibility Statement
We confirm that to the best of our knowledge:
a. the condensed set of financial statements has been
prepared in accordance with IAS 34 ‘Interim Financial Reporting’;
b. the interim management report includes a fair
review of the information required by DTR 4.2.7R (indication of important
events during the first six months and description of principal risks and
uncertainties for the remaining six months of the year; and,
c. the interim management report includes a fair
review of the information required by DTR 4.2.8R (disclosure of related
parties’ transactions and changes therein).
Cautionary statement
This Interim Management Report (IMR) has been prepared solely to provide
additional information to shareholders to assess the Company’s strategies
and the potential for those strategies to succeed. The IMR should not be
relied on by any other party or for any other purpose.
The condensed accounts have not been reviewed by the auditors.
Jonathan Lo
Chief Executive Officer
28 September 2018
Interim Condensed Statement of Comprehensive Income
Notes GVMH 6 months Ended 30 June 2018 GVCH Year End 31 December 2017 GVCH 6 months Ended 30 June 2017
HK$’000 HK$’000 HK$’000
Turnover 7,415 9,514 3,771
Cost of Sales (4,166) (4,460) (2,179)
Gross Profit 3,249 5,055 1,592
Other Income / Expenditure 62 231 215
Administrative expenses 3 (8,263) (9,832) (4,852)
Depreciation (2,008) (6,972) (2,239)
Admission costs (8,385) - -
Premium on reverse acquisition (5,259) - -
Operating loss (20,604) (11,518) (5,284)
Finance Cost (141) (296) (150)
Loss before taxation (20,745) (11,814) (5,434)
Tax on loss on ordinary activities - - -
Loss after taxation (20,745) (11,814) (5,434)
Exchange difference arising on Translation - 127 82
Loss and total comprehensive loss for the period (20,745) (11,687) (5,352)
(Loss)/profit attributable to:
Equity holders of the Company (20,699) (11,784) (5,492)
Non-controlling interests (46) (30) 58
(20,745) (11,814) (5,434)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company (20,699) (11,657) (5,410)
Non-controlling interests (46) (30) 58
(20,745) (11,687) (5,354)
Basic and diluted earnings per share (HK$) 5 (1.56) (944) (440)
Interim Condensed Statement of Changes in Equity
Share Capital Share Premium Group Reorganization Reserve Capital Contribution arising from shareholders loan Exchange Reserve Non-Controlling Interest Retained Earnings Total Equity
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
GVC At 30 June 2017 97 18,707 (9,060) 844 87 (3,330) (15,626) (8,281)
Re-Organization Reserve - - - - - - 14,695 14,695
Capital Contribution - - - - - - 844 844
Exchange Reserve - - - - 45 - 87 132
Non-Controlling Interest - - - - - (87) - (87)
Loss for the Period - - - - - - (21,918) (21,918)
Balance at 31 December 2017 97 18,707 (9,060) 844 132 (3,417) (21,918) (14,615)
Share issue 9 - - - - - - 9
Share Premium - 11,661 - - - - - 11,661
Exchange Reserve - - - - (209) - - (209)
Non-Controlling Interest - - - - - (47) - (47)
Loss for the Period - - - - - - (6,699) (6,699)
Balance at 30 June 2018 106 30,368 (9,060) 844 (77) (3,464) (28,617) (9,900)
GVMH PLC
Balance at 19 June 2018 99,782 45,835 - - - - (21,918) 123,699
Re-Organization Reserve - - (96,631) - - - - (96,631)
Capital Contribution - - - 844 - - - 844
Exchange Reserve - - - - (222) - - (222)
Non-Controlling Interest - - - - - (3,464) - (3,464)
Loss for the period - - - - - - (20,699) (20,699)
Balance at 30 June 2018 99,782 45,835 (96,631) 844 (222) (3,464) (42,617) 3,527
* On 19 June 2018, the Company’s shares were admitted to the Standard
Listing segment of the Official List of the UK Listing Authority and to
trading on the London Stock Exchange Main Market. In total these shares
amounted to 96,287,079 Ordinary Shares.
Share capital is the amount subscribed for shares at nominal value.
Retained losses represent the cumulative loss of the Company attributable to
equity shareholders.
Interim Condensed Statement of the Financial Position
Notes GVMH 30 June 2018 GVC 31 December 2017 GVC 30 June 2017
HK$’000 HK$’000 HK$’000
Assets
Non-Current Assets
Property, plant and equipment 4,192 6,165 8,222
Investment in Subsidiary - - -
Total Non-Current Asset 4,192 6,165 8,222
Current assets
Inventories 2,403 2,826 441
Trade and Other Receivables 6,083 3,812 2,920
Deposits and Pre-Payments 871 672 911
Cash and Cash Equivalents 8,692 1,136 2,509
Total Current Assets 18,049 8,446 6,781
Total Assets 22,241 14,611 15,004
Equity and Liabilities
Share Capital 6 99,782 97 97
Share Premium Account 6 45,835 18,707 18,707
Group Re-organization Reserve (96,631) (9,060) (9,060)
Capital Contribution arising from Shareholder’s Loan 844 844 844
Exchange Reserves (222) 132 87
Non-Controlling Interest (3,464) (3,417) (3,330)
Retained Earnings (42,617) (21,918) (15,626)
Total Equity 3,527 (14,615) (8,281)
Liabilities
Non-Current Liabilities
Shareholders loan 8,502 5,860 5,214
Total Non-Current Liabilities 8,502 5,860 5,214
Current Liabilities
Trade and Other Payables 9,759 7,601 8,380
Amount Due to Directors 71 46 -
Deposits Received 382 4,048 1,922
Convertible Bonds - 11,670 7,768
Total Current Liability 10,212 23,365 18,070
Total Liabilities 18,714 29,225 23,284
Total Equity and Liabilities 22,241 14,611 15,004
Interim Condensed Cash Flow Statement
Notes GVMH 6 Months Ended 30 June 2018 GVC For the year ended 31 December 2017 GVC 6 Months Ended 30 June 2017
HK$’000 HK$’000 HK$’000
Cash flows from operating activities
Operating loss (20,745) (11,814) (5,434)
Add: Depreciation 2,008 6,972 2,239
Add: Finance Cost on Shareholders loan 141 296 150
Add: Non Cash Success fee 6,972 - -
Add: Premium on reverse acquisition 5,259 - -
Changes in working capital
(Increase) / decrease in inventories 403 (2,422) (38)
(Increase) / decrease in receivables 120 (2,146) (1,493)
Increase / (decrease) in payables (5,432) (1,931) 1,742
Net cash flow from operating activities (11,274) (11,045) (2,834)
Investing Activities
Acquisition of GVMH net of cash balances 6,032 - -
Payments for Purchase of Property, Plant and equity (34) (245) (2,636)
Net cash flow from investing activities 5,998 (245) (2,636)
Cash flows from financing activities:
(Repayment of) / proceeds from Shareholder loans 2,500 500 -
Convertible bond - 11,670 7,768
Net proceeds from issue of shares 6 6,978 - -
Net proceeds from share premium 3,489 - -
Net cash flow from financing activities 12,967 12,170 7,768
Net cash flow for the period 7,691 880 2,298
Opening Cash and cash equivalents 1,136 129 129
Effect on Foreign exchange rate changes (135) 127 82
Closing Cash and cash equivalents 8,692 1,136 2,509
Notes to the Interim Condensed Financial Statements
1. General Information
GRAND VISION MEDIA HOLDINGS PLC (‘the Company’) is incorporated in the
United Kingdom. Details of the registered office, the officers and advisers to
the Company are presented on the Directors and Advisers page at the end of
this report. The information within these interim condensed financial
statements and accompanying notes must be read in conjunction with the audited
annual financial statements that have been prepared for the period ended 31
December 2017.
2. Basis of Preparation
These unaudited condensed consolidated interim financial statements for the
six months ended 30 June 2018 were approved by the board and authorised for
issue on 28 September 2018.
The basis of preparation and accounting policies set out in the Annual Report
and Accounts for the period ended 31 December 2017 have been applied in the
preparation of these condensed interim financial statements. These interim
financial statements have been prepared in accordance with the recognition and
measurement principles of the International Financial Reporting Standards
(“IFRS”) as endorsed by the EU that are expected to be applicable to the
financial statements for the year ending 31 December 2018 and on the basis of
the accounting policies expected to be used in those financial statements.
The figures for the six months ended 30 June 2018 and 30 June 2017 are
unaudited and do not constitute full accounts. The comparative figures for the
period ended 31 December 2017 are extracts from the 2017 audited accounts.
The independent auditor’s report on the 2017 accounts was not qualified.
The assets and liabilities of the legal subsidiary, GVC Holdings Limited are
recognized and measured in the Group financial statements at the
pre-combination carrying amounts, without restatement of fair value. The
retained earnings and other equity balances recognized in the Group financial
statements reflect the retained earnings and other equity balances of Grand
Vision Media Holdings plc immediately before the reverse and the results of
the period from 1 January 2018 to 30 June 2018 are those of GVC Holdings
Limited and post reverse for GVMH . However, the equity structure appearing in
the Group financial statements reflects the equity structure of the legal
parent, Grand Vision Media Holdings plc, including the equity instruments
issued in order to effect the reverse; and comparatives numbers presented in
the financial statements are the consolidated numbers of GVC Holdings Limited
for the periods ended 31 December 2017 and 30 June 2017.
3. Segmental Reporting
In the opinion of the Directors, the Company has one class of business, being
that of social media marketing and operates in the Peoples Republic of China.
4. Company Result for the period
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the parent Company income statement account.
The operating loss of the Company for the six months ended 30 June 2018 was
HK$ 20,745,000 (2017:
loss of HK$ 5,434,000, year ended 31 December 2017: HK$ 11,814,000). The
current period operating loss incorporated the following main items:
GVMH 30 June 2018 GVCH 31 December 2017 GVCH 30 June 2017
(Unaudited) (Audited) (Unaudited)
HK$’000 HK$‘000 HK$‘000
Accounting and administration fees 114 260 257
Employment expenses 4,035 6,161 2,518
Rent fees 1,183 2,232 1,332
Legal and professional fees 396 273 90
Other expenses 2,535 906 655
Total 8,263 9,832 4,852
5. Earnings per Share
Earnings per share data is based on the Company result for the six months and
the weighted average number of shares in issue.
Basic loss per share is calculated by dividing the loss attributable to equity
shareholders by the weighted average number of ordinary shares in issue during
the period:
GVMH 30 June 2018 GVCH 31 December 2017 GVCH 30 June 2017
HK$ HK$ HK$
Loss after tax (20,699,000) (11,784,000) (5,492,000)
Weighted average number of ordinary shares in issue 13,234,439 12,486 12,486
Basic and diluted loss per share (1.56) (944) (440)
Basic and diluted earnings per share are the same, since where a loss is
incurred the effect of outstanding share options and warrants is considered
anti-dilutive and is ignored for the purpose of the loss per share
calculation. There were no potential dilutive shares in issue during the
period.
6. Share Capital
Ordinary shares are classified as equity. Proceeds from issuance of ordinary
shares are classified as equity. Incremental costs directly attributable to
the issuance of new ordinary shares are deducted against share capital.
Allotted, called up and fully paid ordinary shares of 10p each Number of shares Share Capital Share Capital Share Premium Share Premium
£ HK$ £ HK$
Balance at 26 February 2016 50,000,000 50,000 518,150 - -
Balance at 30 June 2016 50,000,000 50,000 518,150 - -
Share issue – 2 August 2016 60,000,000 60,000 621,780 - -
Consolidate shares – 3 August 2016 (108,900,000) - - - -
Balance at 31 December 2016 1,100,000 110,000 1,139,930 - -
Share issue – 10 January 2017 5,130,000 513,000 5,316,219 257,000 2,663,291
Balance at 30 June 2017 6,230,000 623,000 6,456,149 257,000 2,663,291
After Acquisition Share 19 June 2018 90,057,079 9,005,708 93,326,151 4,502,854 46,663,075
Balance at 30 June 2018 96,287,079 9,628,708 99,782,300 4,759,854 49,326,366
7 Events Subsequent to 30 June 2018
There were no events subsequent to the period end.
8 Reverse Acquisition
The reverse acquisition occurred just prior to the period end and the
consolidated numbers of GVC Holdings Limited are presented below for
illustration purposes only:
Income statement for GVCH for the period ended 30 June 2018
GVCH 6 months Ended 30 June 2018
HK$’000
Turnover 7,415
Cost of Sales (4,166)
Gross Profit 3,249
Other Income / Expenditure 62
Administrative expenses (7,907)
EBITDA (4,596)
Finance Cost (141)
Depreciation (2,008)
Gain (Loss) on disposal -
Loss before taxation (6,745)
Tax on loss on ordinary activities -
Loss after taxation (6,745)
Exchange difference arising on Translation -
Loss and total comprehensive loss for the period (6,745)
(Loss)/profit attributable to:
Equity holders of the Company (6,699)
Non-controlling interests (47)
(6,745)
Total comprehensive (loss)/income attributable to:
Equity holders of the Company (6,699)
Non-controlling interests (47)
(6,745)
Basic and diluted loss per share (HK$) (540)
Balance Sheet for GVCH for the period ended 30 June 2018
GVCH 30 June 2018
HK$’000
Assets
Non-Current Assets
Property, plant and equipment 4,192
Investment in Subsidiary -
Total Non-Current Asset 4,192
Current assets
Inventories 2,403
Trade and Other Receivables 3,845
Deposits and Pre-Payments 803
Cash and Cash Equivalents 2,660
Total Current Assets 9,711
Total Assets 13,903
Equity and Liabilities
Share Capital 106
Share Premium Account 30,368
Group Re-organization Reserve (9,059)
Capital Contribution arising from Shareholder’s Loan 844
Exchange Reverses (77)
Non-Controlling Interest (3,464)
Retained Earnings (28,617)
Total Equity (9,899)
Liabilities
Non-Current Liabilities
Shareholders loan 8,501
Total Non-Current Liabilities 8,501
Current Liabilities
Trade and Other Payables 9,216
Amount due to GVMH 5,632
Amount Due to Directors 71
Deposits Received 382
Other Creditors -
Total Current Liability 15,301
Total Liabilities 23,802
Total Equity and Liabilities 13,903
9. Reports
This interim condensed financial statements will be available shortly on the
Company website at www.gvmh.co.uk
For more information:
Grand Vision Media Holdings plc http://gvmh.co.uk/
Edward Kwan-Mang Ng, Director Tel: +44 (0) 20 7866 2145 or info@gvmh.co.uk
Alfred Henry Corporate Finance Ltd
Nick Michaels / Jon Isaacs Tel: +44 (0) 20 3772 0021 or enquiries@alfredhenry.com
ENDS -
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