VSA Capital Group plc

Earnings Release • Dec 16, 2022

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RNS Number : 8973J

VSA Capital Group PLC

16 December 2022

16 December 2022

VSA CAPITAL GROUP PLC

("VSA Capital" "VSA" or the "Company")

UNAUDITED INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2022

VSA Capital Group plc (AQSE: VSA), announces its interim results for the half year ending 30 September 2022.

Chairman's Interim Report

In introducing the Company's interim report this year, I am as conscious as anyone of the difficult prevailing political, economic and market conditions.

As previously announced, we are reporting a loss for the period, although, as Andrew Monk highlights, we have completed a very significant transaction post the period end that will make a significant positive impact on the Group's performance in the second half.

We finish the calendar year in a good position with a strong balance sheet and are cautiously optimistic about 2023.  We have a great team and an absolute determination to be a strong player advising and raising funds for small and medium sized public and private companies internationally.

Mark Steeves

Chairman

16 December 2022

CEO Interim report

What a difference 12 months can make. Since last year's interim report, the world has completely changed and market conditions have done a total U-turn. Deal flow has dried up and liquidity to invest has almost disappeared completely. This is an industry-wide problem and is causing many firms to reconsider their approach to the future. Equity markets are no longer growing as Private Equity appears more attractive and with lower costs and substantially less regulation. Without growth the economics for our industry become very difficult and so change needs to happen. At VSA we do have the advantage of being small and nimble and we are less exposed to the treadmill of "doing deals" than larger firms. This is also why at VSA we look to find areas or sectors that have less competition and where we effectively become "a big fish hopefully in a growing pond".

We indicated in our full year results that we would report an interim loss and we have of £840,693 as a headline number; this looks pretty bad but as we know headline PBT no longer gives a clear picture of a Company's performance. Within that figure is a paper loss on investments of approximately £350,000 and goodwill amortization of c.£165,000 and so our cash loss was only about £300,000. This would still be disappointing but since our interim period we have announced a substantial deal with Silverwood Brands plc acquiring, what is in effect about 20% of Lush (Lush and Cosmetic Warriors) owned by Andrew Gerrie and Alison Hawksley for £216.8m. The fee to VSA for advising on this transaction was in Silverwood equity and so becomes an investment and will mean we can forecast a profit for the year ending 31 March 2023. We also have other deals we expect to land before our year end that will also have a further positive impact. We have always had a second half bias, which is explained by our year end being March and historically the market tends to have its two busiest periods between January-March and September-November.

VSA now have a substantial shareholding in Silverwood Brands plc, which in turn has a substantial shareholding in Lush and so whilst we hold that position, the performance of Lush is very important. Lush is a very well-respected global brand that still has great growth potential and therefore we are very happy to be shareholders. As of today, it is our intention to hold the stock as we believe there is good upside, but longer term we will look to divest at the right time as it is not core to VSA's business.

The deal by Silverwood was only achievable because the company was listed on the Aquis Growth Market and the fact that it has rules that are modern, pragmatic and sensible for smaller companies. This transaction could never have been achieved on AIM or the LSE. VSA has a stated ambition to be the leading adviser on Aquis, and I believe this transaction cements that position and will lead to further good quality business as more companies come to Aquis. Many of today's domestic brokers grew off the back of AIM in the mid 1990's and early 2000's when AIM grew from nothing to 2,000 Companies, i.e., 2,000 IPOs and fundraises! Today AIM has shrunk significantly to well below 1,000 companies and there is little growth. We believe Aquis can repeat this performance and VSA can grow with Aquis as it expands. London needs a competitive exchange to the LSE, and this will not happen overnight. When AIM started, Institutions would not touch it but slowly they did, with Aquis it is retail who have been slow to adopt, not helped by the monopolistic positions of the SIPP providers, but slowly they are also adopting.

Transitional Energy is still a major sector for VSA, and we continue to believe it is a key area of focus and will produce significant results. Sadly, the stock market today has switched off interest in this sector and we are seeing a similar pattern to what happened during the dot-com boom where investors got over-excited and drove prices too high and then got disillusioned and took prices too low. Time has shown though that 20 years later many of those companies have flourished and become the largest in the World. We expect a similar pattern to happen in the Transitional Energy space. Most of the larger brokers have also developed expertise in this sector and everyone professes to understand lithium!  That is like saying you understood the internet in 2000. At VSA our knowledge runs across the whole value chain and into many different chemistries and sciences.

China and our capabilities there are on hold due to Zero Covid and travel restrictions and we have sadly short-term scaled back the activities of Shanghai Mining Club, but we do expect to revive this in the future.

In summary, it has not been an easy six months for anyone, and it was not for VSA but we are positive about our full year outcome. I wish to record thanks to our shareholders at this time. We do not expect market conditions to improve in the near future, but we believe we can buck the trend with our innovative approach and clever thinking, and we are always open to ideas and ways to increase shareholder value. Our staff are our most important asset, and so I am pleased to see a strong team spirit and thank them for their support of VSA.

Andrew Monk

CEO

16 December 2022

The directors of the Company take responsibility for this announcement.

For further information, please contact:

VSA Capital Group plc	+44 20 3005 5000
Andrew Monk - Chief Executive Officer	[email protected]
Andrew Raca - Head of Corporate Finance Marcia Manarin - Finance Director & COO	[email protected] [email protected]
AQSE Exchange Growth Market Corporate Adviser
Alfred Henry Corporate Finance Limited	+44 20 3772 0021
Nick Michaels / Maya Klein Wassink	[email protected]

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX-MONTH PERIOD TO 30 SEPTEMBER 2022

		Six months ended 30 September 2022 Unaudited £'000	Six months ended 30 September 2021 Unaudited £'000	Year ended 31 March 2022 Audited £'000
		£	£	£
Turnover		846	1,163	3,606
Cost of sales		(82)	-	(176)
Gross profit		764	1,163	3,430
Other operating income		20	-	35
Administrative expenses		(1,271)	(1,398)	(2,955)
Operating (loss) / profit		(487)	(235)	510
Finance income		1	-	1
Gains / (losses) on investments		(355)	-	(443)
(Loss) / profit on ordinary activities before taxation		(841)	(235)	68
Tax on profit/loss on ordinary activities		-	(3)	(26)
(Loss) / profit for the year		(841)	(238)	42
Other Comprehensive income		-	-	-
Total Comprehensive income		(841)	(238)	42

Earnings per share - profit after tax
	pence	pence	pence
Basic	(4.3)	(1.2)	0.2
Diluted	(2.7)	(0.8)	0.1

GROUP STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2022

		As at 30 September 2022 Unaudited £'000		As at 30 September 2021 Unaudited £'000	As at 31 March 2022 Audited £'000
Non-current assets
Property, plant and equipment - right of use			557	234	645
Property, plant and equipment - owned			94	11	108
Intangible Assets			1,158	1,488	1,323
Total non-current assets			1,809	1,733	2,076
Current assets
Trade and other receivables			497	876	537
Investments			555	1,152	692
Cash and cash equivalents			1,247	814	2,010
Total current assets			2,299	2,842	3,239
Total assets			4,108	4,575	5,315
Current liabilities
Trade and other payables			272	565	557
Finance liabilities - borrowings			189	104	108
Total current liabilities			461	669	665
Non-current liabilities
Finance liabilities - borrowings			325	23	487
Total non-current liabilities			325	23	487
Total liabilities			786	692	1,152
Equity
Share Capital			3,524	3,524	3,524
Share premium account			418	418	418
Share-based payments reserve			52	52	52
Accumulated profits/(losses)			(672)	(111)	169
Total equity			3,322	3,883	4,163
Total Equity and Liabilities			4,108	4,575	5,315

CONSOLIDATED GROUP CASHFLOW STATEMENT

FOR THE SIX-MONTH PERIOD ENDED 30 SEPTEMBER 2022

			Six months ended 30 September 2022		Six months ended 30 September 2021		Year ended 31 March 2022
			Unaudited		Unaudited		Audited
			£'000		£'000		£'000
Cash flows from operating activities
Profit / (loss) before income tax			(841)		(238)		68
Tax paid			-		-		(20)
Depreciation and amortisation			270		232		522
Gain / (loss) on current asset investments			405		(110)		439
(Increase) / decrease in trade / other receivables			40		(641)		(301)
Increase / (decrease) in trade / other payables			(285)		(490)		(504)
Change in share based payments reserve			-		25		25
NET CASH USED IN OPERATING ACTIVITIES			(411)		(1,222)		229
Cash flows from investing activities
Proceeds from disposal of plant, property and equipment			-		-		213
Purchase of plant, property and equipment			(3)		(2)		(848)
Proceeds from other investing activities			11		124		210
Purchase of other investments			(279)		-		(177)
NET CASH GENERATED FROM INVESTING ACTIVITIES			(271)		122		(602)
Cash flows from financing activities
Share capital issue			-		118		253
Purchase of shares into treasury			-		-		(134)
New finance leases			-		-		595
Finance lease repayments			(81)		(68)		(195)
NET CASH GENERATED FROM FINANCING ACTIVITIES			(81)		50		519
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS			(763)		(1,050)		146
Cash and cash equivalents at beginning of period			2,010		1,864		1,864
CASH AND CASH EQUIVALENTS AT END OF PERIOD			1,247		814		2,010

NOTES TO THE FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD TO 30 SEPTEMBER 2022

1	General Information

VSA Capital Group plc is a listed public limited company (Aquis: VSA) incorporated in the UK and registered in England and Wales (Company Number 04918684). The Company's registered office is at Park House, 16-18 Finsbury Circus, London, EC2M 7EB.

These interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 March 2022 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.

The interim financial statements for the six months ended 30 September 2022 are unaudited and have not been reviewed by the Company's auditors Hilden Park Accountants Limited. The comparative interim figures for the six months ended 30 September 2021 are also unaudited.

2                              Basis of preparation

The accounting policies applied by the Group in the preparation of these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 31 March 2022.

3                              Profit or loss per share

		Six months ended 30 September 2022 Unaudited £'000	Six months ended 30 September 2021 Unaudited £'000	Year ended 31 March 2022 Audited £'000
Basic
Profit/ (Loss) for the period attributable to owners of the Company		(841)	(238)	42
Weighted average number of shares:		19,428,966	19,428,966	19,428,466
Basic earnings/(loss) per share (pence):		(4.3)	(1.2)	0.2
Diluted
Profit/ (Loss) for the period attributable to owners of the Company		(841)	(238)	42
Weighted average number of shares:		30,899,366	30,408,166	30,279,466
Diluted earnings/(loss) per share (pence):		(2.7)	(0.8)	0.1

The basic and diluted earnings per share were determined by dividing the profit or loss attributable to the equity holders of the Company by the weighted average number of shares outstanding during the periods.

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