MARECHALE CAPITAL PLC

Annual / Quarterly Financial Statement • Jul 27, 2017

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RNS Number : 2023M

Marechale Capital PLC

27 July 2017

27 July 2017

Marechale Capital plc

("Marechale" or the "Company")

Consolidated Financial Statements for the 13 month period ended 30 April 2017

Marechale is pleased to announce its final results for the 13 month period ended 30 April 2017.

Chairman's Statement

Marechale Capital's revenues for the 13 months of £1,047,000 (2016, 12 months, £742,000) are up 39% on last year resulting in a gross profit of £779,000 (2016 £446,000). However, administrative expenses have also risen to £845,000 (2016, 12 months, £571,000), which reflects higher staff costs.

As previously announced, the Company has strengthened the management team and in particular the ability to undertake and complete transactions, by appointing an additional executive Director.

Investments in client companies resulted in gains of £65,000 (2016 £19,000). 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 IFRS9.

The 13 month figures also reflect a £77,000 downgrade 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 before tax of £78,000 (2016 Loss of £91,000) for the 13 month period.

The balance sheet value has reduced this period to £761,000 (2016 £798,000) 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, and shows a 50% reduction in valuation of £77,000 to £77,000 to reflect potential project loss. As previously announced it has been a challenging time for Northfield as the Government has changed the renewable energy support regime. There is now just the one solar site for which planning permission has been granted, and there is an active sales process that aims to realise value for shareholders.

The Company successfully completed a number of leisure deals during the year. Further EIS funding has been raised for Odexia Consumer Brand EIS Fund, the East Anglia based luxury inn group Chestnut Inns, and cold pressed juice brand Coldpress. Growth capital funding was also completed for national brewpub business Brewhouse & Kitchen and Marechale Capital completed a significant refinancing for the Thai tapas restaurants group Koh. The Company has also conducted advisory work for a wide range of consumer brand, hospitality and renewable energy businesses.

Marechale Capital continues to grow its Odexia Consumer Brand Fund, which invests in EIS qualifying food, drink and cosmetic growth brands; the Fund has now completed four investments, most recently in the chilled juice brand, Coldpress and the fragrance brand, Connock.

Finally, I am pleased to report that the Company's Capital Reorganisation, which was approved by shareholders in September 2016, has received Court Approval on 28 June 2017, the effect of which is shown in Note 5.

Mark Warde-Norbury

Chairman

26 July 2017

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
13 month period ended 30 April 2017
					13 Months to	Year ended
					30-Apr	31-Mar
				Notes	2017	2016
					(£)	(£)
Continuing operations
Revenue				3	1,046,895	741,680
Cost of sales					(267,511)	(295,512)
Gross profit					779,384	446,168
Administrative expenses					(845,473)	(570,972)
Operating (loss)					(66,089)	(124,804)
Finance Income					389	-
Other gains					65,088	19,231
Exceptional gain on dilution of interest in associate					-	5,726
Net loss in respect of associate					112	(106,245)
(Provision for)/ release of project loss in associate					(77,200)	115,000
(Loss) before tax					(77,700)	(91,092)
Taxation					-	-
(Loss) for the year on continuing operations					(77,700)	(91,092)
(Loss) per share					(Pence)	(Pence)
Basic	- Continuing operations			4	(0.13)	(0.16)
	- Diluted			4	(0.11)	(0.14)

Consolidated Statement of Comprehensive Income
(Loss) for the year									(77,700)	(91,092)
Other comprehensive income
Revaluation of investments									-	4,191
									-	4,191
Total recognised comprehensive income/ (loss)
(all attributable to owners of the parent)									(77,700)	(86,901)
Consolidated Balance Sheet
13 month period ended 30 April 2017
									13 Months to	Year ended
									30-Apr	31-Mar
									2017	2016
								Notes	(£)	(£)
Non current assets
Investment in associate									77,187	154,275
Current assets
Available for sale investments									165,839	165,839
Trading investments									196,888	131,800
Trade and other receivables									221,676	518,577
Cash and cash equivalents									302,375	210,490
									886,778	1,026,706
Total assets									963,966	1,180,981
Current liabilities
Trade and other payables									(203,350)	(383,376)
Total current liabilities									(203,350)	(383,376)
Net assets									760,615	797,605
Equity
Capital and reserves attributable to equity shareholders
Share capital									2,474,308	2,474,308
Share premium account									1,247,379	1,247,379
Revaluation reserve									94,326	94,326
Reserve for own shares									(50,254)	(50,254)
Retained losses									(3,005,144)	(2,968,154)
									760,615	797,605

These financial statements were approved by the Board of Directors and authorized for issue on 26 July 2017. They were signed on its behalf by:

Mark Warde-Norbury

Chairman

Statement of Changes in Equity
13 month period ended 30 April 2017
			Share capital	Share premium	Revaluation reserve	Reserve for own shares	Retained earnings
Consolidated			(£)	(£)	(£)	(£)	(£)
Balance at 31 March 2015			2,474,308	1,247,379	90,135	(50,254)	(2,911,732)
Issue of ordinary share capital			-	-	-	-	-
Reserve for share based payments			-	-	-	-	34,670
Transactions with owners			-	-	-	-	34,670
Total comprehensive income
Loss for the financial year			-	-	-	-	(91,092)
Revaluation during the financial year			-	-	4,191	-	-
Total comprehensive income			-	-	4,191	-	(91,092)
Balance at 31 March 2016			2,474,308	1,247,379	94,326	(50,254)	(2,968,154)
Capital reorganisation			-	-	-	-
Reserve for share based payments			-	-	-	-	40,710
Transactions with owners			-	-	-	-	40,710
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)
Company
Balance at 31 March 2015			2,474,308	1,247,379	90,135	(50,254)	(3,051,018)
Issue of ordinary share capital			-	-	-	-	-
Reserve for share based payments			-	-	-	-	34,670
Transactions with owners			-	-	-	-	34,670
Total comprehensive income
Loss for the financial year			-	-	-	-	(105,573)
Revaluation during the financial year			-	-	4,191	-	-
Total comprehensive income			-	-	4,191	-	(105,573)
Balance at 31st March 2016			2,474,308	1,247,379	94,326	(50,254)	(3,121,921)
Capital reorganisation			-	-	-	-
Reserve for share based payments			-	-	-	-	40,710
Transactions with owners			-	-	-	-	40,710
Total comprehensive income
Loss for the financial period			-	-	-	-	(611)
Revaluation during the financial period			-	-	-	-	-
Total comprehensive income			-	-	-	-	(611)
Balance at 30 April 2017			2,474,308	1,247,379	94,326	(50,254)	(3,081,823)
				Group	Group	Company	Company
Retained losses consist of:				2017	2016	2017	2016
				(£)	(£)	(£)	(£)
Retained profits/ (losses)				(3,089,598)	(3,011,899)	(3,166,278)	(3,165,667)
Reserve for share based payments				84,454	43,745	84,455	43,746
				(3,005,144)	(2,968,154)	(3,081,823)	(3,121,921)

Consolidated Cash Flow Statement						13 Months to	Year ended
13 month period ended 30 April 2017						30-Apr	31-Mar
						2017	2016
						(£)	(£)
Net cash from operating activities
Continuing operations:	Operating (loss)					(66,089)	(124,804)
Provision for share based payments						40,710	34,670
Operating cash flows before movements in working capital						(25,379)	(90,134)
Movement in working capital
Decrease/ (increase) in receivables						296,901	(27,469)
(Decrease)/ increase in payables						(180,026)	27,333
Tax refund						-	-
						116,875	(136)
Operating cash flow						91,496	(90,270)
Investment activities
Interest receivable						389	-
Proceeds on disposal of trading investments						-	15,685
Proceeds on disposal of available for sale investments						-	-
Expenditure on available for sale investments						-	(9,989)
Cash flow from investing activities						389	5,696
Financing
Issue of share capital						-	-
Cash flow from financing activities						-	-
Net increase/ (decrease) in cash and cash equivalents						91,885	(84,574)
Cash and cash equivalents at start of the financial year						210,490	295,064
Cash and cash equivalents at end of the financial year						302,375	210,490
Increase/ (decrease) in cash and cash equivalents						91,885	(84,574)

Notes to the financial statements

13 month period ended 30 April 2017

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                                                            

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.   

					2017	2016
					(£)	(£)
Broking commissions and fees earned from corporate finance					1,046,895	741,680

4. Earnings per share

					Earnings	Earnings
					(£)	(£)
Based on a (loss) of					(77,700)	(91,092)
					No. shares	No. shares
Weighted average number of Ordinary Shares in issue					57,681,151	57,681,151
for the purpose of basic earnings per share
Weighted average number of Ordinary Shares in issue					69,073,178	63,737,672
for the purpose of diluted earnings per share

5. Capital Reorganisation

On 28 June 2017, the High Court of Justice, Chancery Division, Companies Court, approved a capital reorganisation:

1. Cancellation of 0.2p per share of the ordinary shares, previously of 1p nominal value                   

2. Cancellation of the Deferred Shares                                                                

3. Cancellation of the Share Premium Account

The effect of the above on the 30 April 2017 Company Balance Sheet is shown below         

				At 30	Capital Re-	Post Capital
				April 2017	organisation	Reorganisation
Equity
Capital and reserves attributable to equity shareholders
Share capital			Order #1 and #2	2,474,308	(2,012,859)	461,449
Share premium account			Order #3	1,247,379	(1,247,379)	-
Revaluation reserve				94,326	-	94,326
Reserve for own shares				(50,254)	-	(50,254)
Reserve for own share based payments				84,455	-	84,455
Retained losses				(3,166,278)	3,260,238	93,960
				683,936	-	683,936

6. Other matters and Market Abuse Regulation (MAR) Disclosure

The financial information for the year ended 30 April 2017 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 2017 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.                    

This information is provided by RNS

The company news service from the London Stock Exchange

END

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