VSA Capital Group plc

Interim / Quarterly Report • Jun 29, 2022

National Storage Mechanism | Additional information

RNS Number : 5235Q

VSA Capital Group PLC

29 June 2022

DATE: 29 June 2022

VSA Capital Group plc

("VSA", the "Company" or together with its subsidiaries the "Group")

Audited results for the year ended 31 March 2022

VSA Capital Group plc (Aquis: VSA), the international investment banking and broking firm is pleased to announce its audited results for the year ended 31 March 2022.

Highlights

·      Year started with the full integration of VSA Capital Limited into the Group on 1 April 2021

·      Turnover of £3.61m (previous year Nil), operating profit of £0.51m

·      Cash at year end £2.01m

·      Retained Corporate Clients 24 (2021: 19 clients of VSA Capital Limited)

We have been busy across all areas of the firm, including fundraises for private and public companies (IPOs, RTO's and placings) and advisory work on mergers, acquisitions and Takeover Code transactions. 

With many countries and industries focusing on control of their own energy and critical metal supplies, VSA is well placed to benefit from this with our core sectors being Natural Resources and Transitional Energy. 

During last year we have expanded our coverage successfully into the Leisure and Consumer Brands sectors acting for four companies, and we expect all to be active and to grow quickly.  In addition we have also expanded our activities into Technology and Software, eMobility and eCommerce.

In addition to our work advising and raising funds for companies listed on the London Stock Exchange, we have taken a strong stance to back the Aquis Stock Exchange as we genuinely believe London needs a second exchange and competition to the LSE.  We were particularly pleased to be appointed as Aquis Corporate Adviser to Aquis Exchange plc on its dual listing on the Aquis Growth Market.

Andrew Monk, CEO of VSA Capital Group plc said:

"This is the first year of reporting as a listed company on the Aquis Growth Market and I am pleased to report a healthy underlying profit, despite the final quarter being exceptionally tricky as it has been for all in our industry.  Despite the current turmoil in equity markets I am cautiously optimistic about the prospects for VSA Capital in the current year"

For more information, please contact:

VSA Capital Group plc	+44(0)20 3005 5000
Andrew Monk, CEO Andrew Raca, Head of Corporate Finance Marcia Manarin, Finance Director
Alfred Henry - AQSE Corporate Adviser	+44 (0)20 3772 0021
Jon Issacs	www.alfredhenry.com

Chairman's Statement

I am pleased to present the first audited results for VSA Capital Group plc since its IPO on the Aquis Growth Market on 9 September 2021.  This date marked a return of the Group to the market following many years as an unlisted company and in a much stronger position than it had been before. 

In order to achieve the IPO, the business undertook a restructuring whereby VSA Capital Group plc acquired VSA Capital Limited, the underlying business of the Group, in a share for share exchange.  This restructuring was effected in accordance with the UK Takeover Code and resulted in a number of accounting peculiarities, particularly a considerable amount of goodwill which we are obliged to write off over a five year period, and also the fact that the strong performance of VSA Capital Limited had not been provided in the previous financial period as it was only acquired on the last day of that year.    

Nevertheless, the board is pleased with the outcome for the year and as outlined by our CEO, Andrew Monk, reflects further growth and progress for the Group.

The current year is undoubtedly challenging, but we are cautiously optimistic.  Meanwhile, personally, I am very confident in the executive team, and we as a board are confident that the Group's strategy is robust to continue to build shareholder value.

Mark Steeves

Chairman

CEO'S Report

Principal Activity

The principal activities of the Group are the provision of corporate finance advisory, stockbroking, fundraising and research services to both private and public companies.

Review of the Business

On 31 March 2021, in preparation for the IPO of the Company on the Aquis Growth Market, VSA Capital Group plc acquired VSA Capital Limited in a reverse takeover and its results are therefore consolidated into these Group accounts for the first time in the financial statements for the year ended 31 March 2022.

Review of the Year

This is our first year of reporting as a listed company on the Aquis Growth Market and I am pleased to report a healthy underlying profit, despite the final quarter of January to March being exceptionally tricky as it has been for all in our industry. Also, despite the current turmoil in equity markets I am cautiously optimistic about the prospects for VSA in the current year.

To understand the performance of the VSA Group, we have highlighted an underlying profit before tax to reflect our "real profit" in the Key Performance Indicators section below. Most companies are now reporting Underlying or Adjusted Profits to give a true reflection of performance as goodwill amortisation, which is a non-cash item, can give a very distorted impression of a business's performance. Because VSA Capital Group plc undertook a restructuring by acquiring VSA Capital Limited in order to achieve our IPO, we are now required to amortise the consequent "goodwill" that arose, but in reality, nothing has actually changed.  Such is the nature of IFRS accounting nowadays.

To understand the progress of our business, the key criteria to consider are the Group's underlying profits, cash generated and the number and quality of corporate clients which produce much of the Group's revenue.

Our cash position is healthy at £2.0mn (2021: £1.8mn).  Our retained clients have increased to 24 (19 at the time that VSA Capital was acquired) and the quality of our clients has improved significantly.  All this contributes to my cautious optimism.

Looking forward in the current global situation, although the economic outlook is not good, there is also a resetting of many industries to reflect a more nationalistic approach and control of countries' own energy and critical metal supplies. VSA is well placed to benefit from this with our core sectors being Natural Resources and Transitional Energy.  We were marketing lithium mines across the globe more than 10 years ago and well before other UK investment banks got involved and this has given us a great position and understanding of all the critical and battery metals.

We have also taken a strong stance during the resurgence of Cornish Mining. Last year we completed the £41m fundraising and IPO of Tungsten West plc which, although technically in West Devon, will be a key component of the future Cornish Mining industry. Cornwall has plentiful reserves of Tin, Tungsten, Copper and Lithium. The UK can become a global mining player again, but it will take time, require a lot of capital, the support of the UK Government as well as collaboration between the different mining companies operating there.  We expect to play a significant part in this. 

During last year we have expanded our coverage successfully into the Leisure and Consumer Brands sectors acting for four companies, and we expect all to be active and to grow quickly. We are also advising on a number of transactions in the space. 

We have broadened our Corporate Finance advisory practice continuing our public company Takeover Code work, private company fundraising and M&A advisory activities, which has led to us broadening our sector activities particularly in Technology and Software, eMobility and eCommerce.  We are keen to grow into one or two other sectors if we can find the right people and without risking the profitability of our core sectors.

We have taken a strong stance to back the Aquis Stock Exchange as we genuinely believe London needs a second exchange and competition to the LSE, which is losing market share annually on a global basis. In the USA you have NYSE and Nasdaq and in China they have three exchanges; Shanghai, Shenzhen and Beijing. Canada has the TSX/TSX-V and the Canadian Stock Exchange.  In Asia, Hong Kong and Singapore compete.  In a post Brexit world London needs a second exchange and Aquis is perfectly positioned. We have completed successful, well-funded IPOs on the Aquis Growth Market, which is growing, but it needs more participation by the retail trading platforms and PCBs to ensure liquidity is in the market. Sadly, in today's world it appears that many players care less about what they offer their clients but simply want an easy, well-paid life. I believe Aquis will eventually become the 'Nasdaq of London' and we were particularly pleased to be appointed as Aquis Corporate Adviser to Aquis Exchange plc on its dual listing on the Aquis Growth Market.

Our international operations and in particular our Shanghai office have declined significantly in the last two years due to the inability to travel to those destinations to develop business. We are not anticipating a rapid pick-up in deal flow from our Shanghai office in the coming year, but we are hopeful we can start to benefit from our partnerships in Kenya and South Africa.

Our joint ventures in Bond trading and asset management continue to bring in useful additional revenue and give us optionality on future possibilities. The Shanghai Mining Club, which has a joint venture with Investing In African Mining Indaba, continues to grow even though the conference has had to adapt to a hybrid virtual format. But we have high hopes that this can grow significantly going forward.

As a company we continue to look for acquisitions, which would help us grow without undue risk. So far, we are yet to find one that would fit with our culture, come at a valuation that is good for shareholders and adds long term value to our business.

Outlook

We remain cautiously optimistic despite the worsening conditions for global markets that are unlikely to improve for some time. We have always seen our profits biased towards the second half and normally show a loss at the interim stage and we expect that to be true this year. We then also expect to have a strong second half and show a profit for the full year ending 31 March 2023.

Andrew Monk

CEO

Key performance indicators

Reported (accounting) profit           

Year ended 31 March 2022 Underlying Profits

£399,144 comprising £68,374 profit on ordinary activities before taxation plus amortisation of £330,770 (2021: £194,097 (no amortisation))

Cash at 31 March 2022

£2.01m (£1.87m)

Retained Corporate Clients at 31 March 2022

24 (19 clients of VSA Capital Limited)

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2022

	Notes	2022	2021
		£	£
Turnover	2	3,605,562	-
Cost of sales		(175,761)	-
Gross profit		3,429,801	-
Other operating income		34,750	-
Administrative expenses		(2,954,406)	(19,803)
Operating Profit/(loss)		510,145	(19,803)
Finance income	4	736	213,900
Gains/(Losses) on investments	4	(442,507)	-
Profit on ordinary activities before taxation		68,374	194,097
Tax on Profit/(Loss) on ordinary activities	5	(26,482)	-
Profit for the year		41,892	194,097
Other Comprehensive Income		-	-
Total Comprehensive Income		41,892	194,097

EARNINGS PER SHARE - PROFIT AFTER TAX	Notes	pence	pence
Basic	7	0.2	106.5
Diluted	7	0.1	66.4

The statement of comprehensive income has been prepared on the basis that all operations in the year ended 31 March 2022 are continuing operations.

There were no discontinued operations during the current financial year.  The Company acquired VSA Capital Limited on 31 March 2021 and the Group statement of comprehensive income for the year ended 31 March 2021 does not therefore include financial information relating to VSA Capital Limited.

GROUP AND COMPANY BALANCE SHEET

FOR THE YEAR ENDED 31 MARCH 2022

		2022	2021	2022	2021
	Notes	Group	Group	Company	Company
ASSETS		£	£	£	£
Non-current assets
Property, plant & equipment - owned		107,764	11,811	-	-
Property, plant & equipment - right of use		645,253	297,540	-	-
Intangible assets		1,323,081	1,653,851	-	-
Investment in subsidiaries		-	-	3,873,996	3,873,996
Total non-current assets		2,076,098	1,963,202	3,873,996	3,873,996
Current assets
Investments		691,769	1,163,492	12,716	75,757
Trade and other receivables		536,932	235,367	1,532	1,644
Cash and cash equivalents	6	2,010,003	1,863,785	339,625	24,813
Total current assets		3,238,704	3,262,644	353,873	102,214
TOTAL ASSETS		5,314,802	5,225,846	4,227,869	3,976,210
EQUITY AND LIABILITIES
Share capital		3,523,547	3,645,260	3,523,547	3,645,260
Share premium		418,057	177,524	418,057	177,524
Share-based payments reserve		51,585	25,786	51,585	25,786
Accumulated profits/(losses)		169,094	127,202	218,990	127,202
Total equity		4,162,283	3,975,772	4,212,179	3,975,772
LIABILITIES
Current liabilities
Trade and other payables		557,408	1,055,436	15,690	438
Finance liabilities - borrowings		107,623	136,066	-	-
Total current liabilities		665,031	1,191,502	15,690	438
Non-current liabilities
Finance liabilities - borrowings		487,488	58,572	-	-
TOTAL EQUITY AND LIABILITIES		5,314,802	5,225,846	4,227,869	3,976,210

The financial statements were approved by the Board of Directors on 28 June 2022 and were signed on its behalf by:

Andrew Monk                                      Andrew Raca

Director                                                 Director

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2022

	Share Capital	Share Premium	Share based payments reserve	Retained Earnings	Total
	£	£	£	£	£
At 31 March 2020	135,740	2,048	25,786	(66,895)	96,679
Total comprehensive income	-	-	-	194,097	194,097
Share issue	3,509,520	175,476	-	-	3,684,996
At 31 March 2021	3,645,260	177,524	25,786	127,202	3,975,772
Total Comprehensive Income	-	-	-	41,892	41,892
Share issue	12,027	240,533	-	-	252,560
Company purchase of own shares into Treasury	(133,740)	-	-	-	(133,740)
Movement in share based premium reserve	-	-	25,799	-	25,799
At 31 March 2022	3,523,547	418,057	51,585	169,094	4,162,283

GROUP AND COMPANY CASHFLOW STATEMENT

FOR THE YEAR ENDED 31 MARCH 2022

		2022	2021
		Group	Group
	Notes	£	£
Net cash generated/(used) in operating activities
Profit / (loss) before income tax		68,374	194,097
Tax paid		(19,740)	-
Depreciation and amortisation		521,947	-
Loss / (gain) on current asset investments		438,628	(213,900)
(Increase)/decrease in trade / other receivables		(301,565)	6,918
Increase / (decrease) in trade / other payables		(504,770)	(403)
Change in share based payments reserve		25,799	-
NET CASH USED IN OPERATING ACTIVITIES		228,673	(13,288)
Net cash generated from/(used in) investing activities
Purchase of subsidiary undertaking		-	(3,873,996)
Proceeds from disposal of plant, property and equipment		212,808	-
Purchases of plant, property and equipment		(847,651)	-
Proceeds from other investing activities		210,262	198,992
Other investments - additions		(177,167)	-
Dividends received		-	-
NET CASH GENERATED FROM INVESTING ACTIVITIES		(601,748)	(3,675,004)
Cash flows from financing activities
Share capital issue		252,560	3,684,996
Purchase of shares into treasury		(133,740)	-
New finance leases		595,111	-
Finance lease repayments		(194,638)	-
NET CASH GENERATED FROM FINANCING ACTIVITIES		519,293	3,684,996
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		146,218	(3,296)
Cash and cash equivalents at beginning of period		1,863,785	28,109
Cash acquired with subsidiary undertaking		-	1,838,972
CASH AND CASH EQUIVALENTS AT END OF PERIOD	6	2,010,003	1,863,785

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2022

1           Statutory Information

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

2           Revenue

Segmental reporting                                             

Group Revenue of £3,605,562 (2021: £nil) comprises corporate finance fees of £2,797,340 (2021: £nil), broking fees of £578,069 (2021: £nil), bond trading of £85,462 (2021: £nil), research fees of £138,750 (2021: £nil) and other income of £5,941 (2021: £nil).

3           Employees and Directors (Group)

		31/3/22	31/3/21
		£	£
Wages and salaries		1,763,882	1,620,541
Social security costs		217,903	172,476
Other pension costs		33,926	29,228
		2,015,711	1,822,245

The average number of employees during the year was as follows:

		31/3/22	31/3/21
Directors		5	3
Corporate finance		6	7
Research and sales		9	7
Account and administration		2	2
		22	19

4           Net finance costs

Finance income: deposit account interest	2022: £736	2021: £nil
Gains/(losses) on market value of investments	2022: (£429,225)	2021: £213,900
Finance costs: finance lease interest	2022: (13,282)	2021: £nil
	2022: (442,507)	2021: £213,900

5           Taxation

Analysis of the tax charge

Corporation tax is payable on investment income.

Factors affecting the tax charge

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

	2022	2021
	£	£
Profit on ordinary activities before tax	68,374	194,097
Profit on ordinary activities multiplied by the
standard rate of corporation tax in the UK of 19% (2021: 19%)	12,991	36,878
Effects of:
Prior Year tax losses utilised	(12,991)	(36,878)
Tax paid on Investment Income	26,482	-
Tax Charge	26,482	-

Due to the uncertainty of the timing of taxable profits for the Company in the future, a deferred tax asset in respect of the tax losses has not been included in the accounts. Tax losses of £2.9m (2021: £2.8m) have been carried forward as at 31 March 2022.  The rate of corporation tax is set to rise to 25% in 2023. 

6           Cash

		2022       Group	2021 Group	2022 Company	2021 Company
		£	£	£	£
Cash at bank		2,010,003	1,863,785	339,625	24,813

7           Profit & Loss Per Share

	As at 31 March 2022	As at 31 March 2021
	Audited	Audited
Basic
Profit/ (Loss) for the period attributable to owners of the Company (£)	41,892	194,097
Weighted average number of shares:	19,428,966	182,263
Basic earnings/(loss) per share (pence):	0.2	106.5
Diluted
Profit/ (Loss) for the period attributable to owners of the Company (£)	41,892	194,097
Weighted average number of shares:	30,279,466	292,484
Diluted earnings/(loss) per share (pence):	0.1	66.4

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.

8           Annual Report and Accounts

Copies of the 2022 Report and Accounts will be posted to shareholders shortly.  Copies will also be available from the Company's registered office and from the Company's website  www.vsacapital.com

The statutory accounts for the year ended 31 March 2022 will be delivered to the Registrar of Companies in due course.

Statutory accounts for the year ended 31 March 2021 have been delivered to the Registrar of Companies.  The auditors' report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

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