REG - Marechale Capital - Final Results

Marechale CapitalAnnouncement

21/08/2018 11:35

RNS Number : 4454Y
Marechale Capital PLC
21 August 2018
 


21 August 2018
 
Marechale Capital plc
("Marechale" or the "Company")
 
Consolidated Financial Statements for the year ended 30 April 2018
 
Marechale is pleased to announce its final results for the year ended 30 April 2018.
 
Chairman's Statement
 
Marechale Capital's revenues for the year of £675,000 (2017, 13 months, £1,047,000) are significantly down on last year resulting in a lower gross profit of £595,000 (2017 £779,000). The drop in revenues can be partially explained by a delay in closing a number of projects but is more a reflection of the wider market where investor appetite is subdued and transactions are generally taking longer to complete.
 
However, administrative expenses have also reduced to £611,000 (2017, 13 months, £845,000), which reflects necessary cost reductions. The net effect is an operating loss of £17,000 (2017: £66,000 loss).
 
Investments in two client companies have had to be written down resulting in losses of £118,500 (compared to gains of £65,000 in 2017). Equity investments and Warrants are valued at 'fair value', typically at a price that reflects their last funding round, and underlying movement in fair value is reflected through the Profit and Loss Account in accordance with IAS39.
 
The 12 month figures include a £59,600 write down (2017: £77,200 write down) in the valuation that we are attributing to the Company's 25% shareholding in Northfield UK Solar Limited ("Northfield"), which is explained in more detail below.
 
The net effect is a loss for the year before tax of £198,000 (2017 Loss of £78,000).
 
The balance sheet value has reduced during the year to £465,000 (2017 £761,000) which is more fully explained in the Statement of Changes in Equity.
 
The Company's investment in Northfield is accounted for using the 'Equity Method' as an Associated Company, with the cumulative write down reflecting potential project losses and which now represents the proportion of readily realisable assets, i.e. cash, that the Company's shareholding represents. As previously announced it has been a challenging time for Northfield owing to the changes in the renewable energy fiscal regime and the impracticalities at the present time of integrating new renewable schemes into the UK's traditional energy infrastructure. There is now just the one solar site for which planning permission has been granted, and it is unlikely that it will be possible to realise value for shareholders from this site.
 
The Company successfully completed a number of leisure deals for clients during the year, including the acquisition of the Burgh Island Hotel for a syndicate of investors. Funding has also been raised for existing clients including the Odexia Consumer Brand EIS Fund, the East Anglia based luxury inn group Chestnut Inns, and leading biogas operator Future Biogas. Growth capital funding was completed for national brewpub business Brewhouse & Kitchen, drinks brand Coldpress and the Norwegian distillery OHD. Additionally, the Company has conducted advisory work for a wide range of consumer brand, hospitality and renewable energy businesses. Further information is available on the Marechale website.
 
Since the year end the Company has been pleased to announce the sale of two of its investee renewable projects, both generating strong returns for its investor group. The first, Egmere and Grange Park anaerobic digestion plants operated by Future Biogas, sold to John Lang Environmental Assets Group generating a returns (including tax relief)  of 2.0x and 2.2x respectively, and the second, the successful sale of West Country Renewables to Community Power Cornwall, generated a return of 2.0x (including tax relief) for its investors. Marechale was also pleased to have advised on the sale of The Inn Collection Group to Alchemy Partners which generated a multiple return for investors.
 
Despite these completed projects, it has been a disappointing financial year for the Company and the Board of Marechale Capital continue to consider its future strategy.
 
 
PP Mark Warde-Norbury
Chairman
 
Jeremy Stephenson
Director
 
21 August 2018
 
 
For further information please contact:
 



Marechale Capital
Mark Warde-Norbury / Patrick Booth-Clibborn
 


Tel: +44 (0)20 7628 5582




Smith & Williamson Corporate Finance
Azhic Basirov / David Jones


Tel: +44 (0)20 7131 4000



 
 




 



Consolidated Income Statement
















Year ended 30 April 2018




































Year ended


13 Months to
























30-Apr


30-Apr




















Notes


2018


2017
























(£)


(£)




Continuing operations


















































Revenue














3


674,756


1,046,895




Cost of sales














(79,721)


(267,511)


































Gross profit














595,035


779,384


































Administrative expenses






4


(611,813)


(845,473)


































Operating (loss)














(16,778)


(66,089)


































Finance (Expense)/Income














(21)


389




Other (losses)/gains














(118,500)


65,088




Net(loss)/Profit in respect of associate










(3,549)


112




(Provision for) project loss in associate






(59,600)


(77,200)


































(Loss) before tax














(198,448)


(77,700)


































Taxation


















-


 -


































(Loss) for the year on continuing operations






(198,448)


(77,700)
































































(Loss) per share










5


(Pence)


(Pence)


































Basic


- Continuing operations










            (0.34)


               (0.13)








- Diluted














            (0.34)


               (0.11)



 



Consolidated Statement of Comprehensive Income










































(Loss) for the year










(198,448)


(77,700)


































Other comprehensive income


















































Revaluation of investments










(12,500)


-






















































(12,500)


-




Total recognised comprehensive income/ (loss)
















(all attributable to owners of the parent)






(210,948)


(77,700)







 



Consolidated Balance Sheet












Year ended 30 April 2018






























































Year ended


13 Months to
























30-Apr


30-Apr
























2018


2017




















Notes


(£)


(£)




Non current assets
























Investment in associate














14,038


77,187
































































Current assets
























Available for sale investments










174,619


165,839




Trading investments














78,388


196,888




Trade and other receivables










201,174


221,676




Cash and cash equivalents










118,340


302,375






















































572,521


886,778




Total assets














586,558


963,966


































Current liabilities
























Trade and other payables










(121,344)


(203,350)


































Total current liabilities










(121,344)


(203,350)


































Net assets


















465,215


760,615


































Equity




























Capital and reserves attributable to equity shareholders














































Share capital










6


461,449


2,474,308




Share premium account














-


1,247,379




Revaluation reserve














81,826


94,326




Reserve for own shares














(50,254)


(50,254)




Retained losses














(27,806)


(3,005,144)






















































465,215


760,615













 




 



Statement of Changes in Equity




















Year ended 30 April 2018
































Share capital


Share premium


Revaluation reserve


Reserve for own shares


Retained earnings












(£)
 


(£)
 


(£)
 


(£)
 


(£)
 




Balance at 31 March 2016


2,474,308


1,247,379


94,326


(50,254)


(2,968,154)






































Reserve for share based payments


-


-


-


-


40,710




Transactions with owners


-


-


-


-


34,670






































Total comprehensive income
























Loss for the financial period


-


-


-


-


(77,700)




Revaluation during the financial period


-


-


-


-


-




Total comprehensive income


-


-


-


-


(77,700)






































Balance at 30 April 2017


2,474,308


1,247,379


94,326


(50,254)


(3,005,144)






































Capital reorganisation






(2,012,859)


(1,247,379)


-


-


3,260,238




Reserve for share based payments


-


-


-


-


(84,453)




Transactions with owners


(2,012,859)


(1,247,379)


-


-


3,175,786






































Total comprehensive income
























Loss for the financial year


-


-


-


-


(198,448)




Revaluation during the financial year


-


-


(12,500)


-


-




Total comprehensive income


-


-


(12,500)


-


(198,448)






































Balance at 30 April 2018


461,449


-


81,826


(50,254)


(27,806)





































 




 



Consolidated Cash Flow Statement






Year ended


13 Months to




Year ended 30 April 2018






30-Apr


31-Mar
























2018


2017
























(£)


(£)




Net cash from operating activities




















Loss before tax










(198,448)


(77,700)




(Reversal of)/provision for share based payments










(84,453)


40,710




Reverse unrealised losses/(gains) on trading investments










118,500


(65,088)




Reverse loss/(gain) in Associate Company










3,549


(112)




Reverse provision for losses in Associate Company










59,600


77,200




Reverse net interest expense/(income)










21


(389)


































Operating cash flows before movements in working capital






(101,231)


(25,379)


































Movement in working capital




















Decrease in receivables










20,502


296,901




Decrease in payables










(81,914)


(180,026)




Tax paid


















(93)


-






















































(61,504)


116,875




Operating cash flow














(162,735)


91,496


































Investment activities
























Interest receivable














113


389




Expenditure on available for sale investments






(21,280)


-


































Cash flow from investing activities










(21,167)


389


































Financing




























Interest payable


















134


-


































Cash flow from financing activities






134


 -


































Net (decrease)/ increase in cash and cash equivalents


(184,036)


91,885


































Cash and cash equivalents at start of the financial year






302,375


210,490




Cash and cash equivalents at end of the financial year






118,340


302,375


































(Decrease)/ increase in cash and cash equivalents






(184,036)


91,885













 




 
Notes to the financial statements
Year ended 30 April 2018
 
1. General information
 
Marechale Capital plc is a company registered in England and Wales under the Companies Act 2006. The Group's principal activities are the provision of advice and broking services to companies. The financial statements are presented in pounds sterling, the currency of the primary economic environment in which the Group operates.
 
The Group's registered office and principal place of business is 46 New Broad Street, London, EC2M 1JH.  The Company's registered number is 03515836.
 
2. Basis of preparation
 
a. Going concern
In establishing the applicability of the going concern basis, the Directors have made enquiries as to the financial resources of the Group. The Directors consider that the Group has adequate resources to continue operations for the foreseeable future and will therefore continue to adopt the going concern basis in the preparation of the financial statements. The Company does not benefit from reliable repetitive income, and instead relies on deal-driven transactions whose timing is very difficult to predict accurately. Whilst the Directors are confident that they will generate enough income on an annual basis in order to continue as a going concern, they have 'alternative strategies' in place with creditors, should the need arise to overcome any potential short-term cash flow shortage.  The Directors are also confident that they could raise sufficient funds through the issue of further equity in the market should the need arise. Accordingly, the Directors have determined to prepare the Accounts on a Going Concern basis.
 
b. Basis of accounting
These financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union, IFRS Interpretations Committee ('IFRS IC') interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.
 
The financial statements have been prepared on the historical cost basis as modified by the valuation of certain financial instruments.
 
3. Business and geographical segments
 
The directors consider that there is only one activity undertaken by the Group, that of corporate finance advisory. All of this activity was undertaken in the United Kingdom.
 























2018


2017
























(£)


(£)


































Broking commissions and fees earned from corporate finance


674,756


1,046,895



 
4. Administrative expenses
 























2018


2017
























(£)


(£)
















































Administrative expenses


671,266


724,764




Profit share


25,000


80,000




Share based payments


(84,453)


40,709
























611,813


845,473



 
5. Earnings per share
 























Earnings


Earnings
























(£)


(£)


































Based on a (loss) of










(198,448)


(77,700)






















































No. shares


No. shares




Weighted average number of Ordinary Shares in issue for the purpose of basic earnings per share






57,681,151


57,681,151


































Weighted average number of Ordinary Shares in issue for the purpose of diluted earnings per share






57,681,151


69,073,178

















 
6. Share capital
 



Shares














Ordinary


Deferred


Issued




















shares


shares


share












(number)


(number)


capital




Issued at 30 April 2017:


















(£)




  Ordinary shares of 1p


57,681,151


-


576,812




  Deferred shares of 1p


-


189,749,640


1,897,496








57,681,151


189,749.640


2,474,308




Effect of Capital Reorganisation 28 June 2017:
















  Reduction in nominal value/share of 0.2p


-


-


(115,363)




  Cancellation of Deferred shares


-


(189,749,640)


(1,897,496)






















Issued at 30 April 2018, Ordinary shares of 0.8p


57,681,151


-


461,449



 
Options (number/weighted average exercise price ('WAEP'))







Options
(number)


WAEP
 




Outstanding at 1 April 2016


10,382,607


2.55p




Granted during the period


1,730,435


2.75p




Outstanding and exercisable at 30 April 2017


12,113,042


2.58p




Forfeited within the period


(12,113,042)


(2.58)p




Outstanding and exercisable at 30 April 2018


-


-



 
The options forfeited in 2018 generated a credit of £84,453 (2017: £40,709 cost).
 
7. Other matters and Market Abuse Regulation (MAR) Disclosure
 
The financial information for the year ended 30 April 2018 set out in this announcement does not constitute statutory financial statement, as defined in section 434 of the Companies Act 2006, but is based on the statutory financial statements for the year then ended.  Those financial statements, upon which the auditors have issued an unqualified opinion, will be delivered to the Registrar of Companies.
 
Copies of the Company's full audited Annual Report and Financial Statements for the year ended 30 April 2018 will be sent to shareholders in due course and will be available on the Company's website: www.marechalecapital.com.
 
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.
 




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