TIDMAPS

RNS Number : 4792R

Alpha Strategic PLC

28 October 2013

28 October 2013

Alpha Strategic PLC ("Alpha Strategic" or "the Company")

Interim results for the period ended 30 September 2013

Alpha Strategic PLC, the specialist investment group, announces its unaudited interim results for the 6 months ended 30 September 2013

Highlights

   --      Revenue GBP26,000 (6 months to 30 September 2012: GBP247,000) 
   --      Operating loss of GBP994,000 (6 months to 30 September 2012: loss GBP1.85 million) 
   --      Net assets GBP2.10 million (31 March 2013: GBP3.10 million) 
   --      Cash balance GBP1.93 million (31 March 2013: GBP2.39 million) 

Enquiries:

Alpha Strategic PLC +44 (0)20 7222 3005

Alistair McKay, Chief Executive Officer

Kit Malthouse, Finance Director

Westhouse Securities Limited +44 (0)20 7601 6100

Tom Griffiths

Chairman's statement

Last month, at the time of announcing Alpha Strategic's full year results to 31st March 2013, I reported the progress we have made in building a strong pipeline of potential acquisition opportunities. As previously mentioned, Northill Capital, as majority shareholder, remains committed to enabling the Company to capture and capitalise on these opportunities.

However, despite Northill's backing, the Company has been continually challenged with the burden of being quoted on AIM, which along with the size of our market capitalisation constrains access to capital through debt and equity markets. On 26 September 2013, we announced that the Company had been approached by Northill which was considering making an offer to buy the shares in the Company they did not already own at 25p per share in cash. In light of the challenges mentioned above, the Independent Directors (being all members of the Board other than Jonathan Little) concluded that Northill's offer is the best outcome for all shareholders and, as separately announced on 18 October 2013, are recommending that shareholders accept the offer.

For the six months ended 30 September 2013, we are reporting a pre-tax loss of GBP990,000 (2012: loss of GBP1.85 million). The Group's cash position as at 30 September 2013 was GBP1.93 million. Income has fallen significantly and this is mainly due to the termination of the revenue sharing agreement with IKOS Asset Management.

Colin Barrow

Chairman

28 October 2013

Alpha Strategic PLC

Consolidated statement of comprehensive income

for the six months ended 30 September 2013

 
                                         Six months     Six months       Year 
                                              ended          ended      ended 
                                       30 September   30 September   31 March 
                                               2013           2012       2013 
                                          Unaudited      Unaudited    Audited 
                                Notes        GBP000         GBP000     GBP000 
 
 
Revenue                                          26            247        493 
 
 
Other administrative expenses                 (825)          (415)      (965) 
Corporate restructuring 
 expenses                                      (95)              -          - 
Costs incurred in respect 
 of potential acquisition                     (100)              -          - 
Expenses relating to the 
 resignation of the Chief 
 Executive                                        -          (247)      (250) 
Impairment of goodwill                            -        (1,439)    (1,439) 
 
 
Total administrative expenses               (1,020)        (2,101)    (2,654) 
 
 
 
 
Operating loss                                (994)        (1,854)    (2,161) 
 
Finance income 
 Interest receivable and 
 similar income                                   4              3          8 
 
 
Loss before tax                               (990)        (1,851)    (2,153) 
 
Taxation                                          -              -          - 
 
 
Loss and total comprehensive 
 income for the period 
 attributable to shareholders                 (990)        (1,851)    (2,153) 
 
 
Basic and diluted loss 
 per share                        4          (10.7)  p      (20.1)  p  (23.3)  p 
 

Alpha Strategic PLC

Consolidated statement of financial position

as at 30 September 2013

 
                                      30 September   30 September   31 March 
                                              2013           2012       2013 
                                         Unaudited      Unaudited    Audited 
                                            GBP000         GBP000     GBP000 
 
 Assets 
 Non-current assets 
 Goodwill                                      414            414        414 
 Plant and equipment                             5              7          6 
 
 
                                               419            421        420 
 
 
 Current assets 
 Trade and other receivables                    94            149        400 
 Cash and cash equivalents                   1,932          2,910      2,388 
 
 
                                             2,026          3,059      2,788 
 
 
 
 Total assets                                2,445          3,480      3,208 
 
 
 
 Equity and liabilities 
 Capital and reserves attributable 
  to the equity holders of the 
  parent 
 Share capital                                 127            127        127 
 Share premium                               4,948          4,948      4,948 
 Merger reserve                              1,341          1,341      1,341 
 Capital redemption reserve                     15             15         15 
 Accumulated deficit                       (4,330)        (3,038)    (3,340) 
 
 
                                             2,101          3,393      3,091 
 
 
 Current liabilities 
 Trade and other payables                      344             87        117 
 
 
 Total liabilities                             344             87        117 
 
 
 
 Total equity and liabilities                2,445          3,480      3,208 
 
 
 
 

Alpha Strategic PLC

Consolidated statement of changes in equity

for the six months ended 30 September 2013

 
 
                                            Share                             Capital 
                            Share         Capital      Share     Merger    redemption   Accumulated       Total 
                          Capital      'A' shares    premium    reserve       reserve       deficit      equity 
                           GBP000          GBP000     GBP000     GBP000        GBP000        GBP000      GBP000 
 
 At 1 April 2012               92              50      4,948      1,341             -       (1,187)       5,244 
 Purchase of own 
  shares (note 4)               -            (15)          -          -            15             -           - 
 Loss and total 
  comprehensive 
  income for the 
  period attributable 
  to shareholders               -               -          -          -             -       (1,851)     (1,851) 
 
 
 At 30 September 
  2012                         92              35      4,948      1,341            15       (3,038)       3,393 
 Loss and total 
  comprehensive 
  income for the 
  period attributable 
  to shareholders               -               -          -          -             -         (302)       (302) 
 
 
 At 31 March 2013              92              35      4,948      1,341            15       (3,340)       3,091 
 Loss and total 
  comprehensive 
  income for the 
  period attributable 
  to shareholders               -               -          -          -             -         (990)       (990) 
 
 
 At 30 September 
  2013                         92              35      4,948      1,341            15       (4,330)       2,201 
 
 
 

Share Capital is the amount subscribed for ordinary shares at nominal value. Share Capital 'A' shares is the amount subscribed for 'A' ordinary shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of these shares net of share issue expenses.

The merger reserve comprises the excess of the amount subscribed for share capital over the nominal value of ordinary shares issued in respect of the acquisition of subsidiaries in accordance with the merger relief provisions of the Companies Act 1985 and the Companies Act 2006.

The capital redemption reserve comprises the nominal value of share capital purchased back by or returned to the company and subsequently cancelled. The reserve forms part of the company's capital equity.

Accumulated deficit represent cumulative losses of the Group attributable to equity holders.

Alpha Strategic PLC

Consolidated statement of cash flows

for the six months ended 30 September 2013

 
                                          Six months     Six months       Year 
                                               ended          ended      ended 
                                        30 September   30 September   31 March 
                                                2013           2012       2013 
                                           Unaudited      Unaudited    Audited 
                                              GBP000         GBP000     GBP000 
 Cash flow from operating activities 
 Loss before taxation                          (990)        (1,851)    (2,153) 
 
 Finance income                                  (4)            (3)        (8) 
 Depreciation                                      1              2          4 
 Impairment of goodwill                            -          1,439      1,439 
 
 
 Cash flow from operating activities 
  before changes in working capital            (993)          (413)      (718) 
 
 Decrease/(increase) in trade 
  and other receivables                          306             19      (232) 
 Increase/(decrease) in trade 
  and other payables                             227            (6)         24 
 
 
 Net cash flow from operations                 (460)          (400)      (926) 
 
 
 Investing activities 
 Purchases of plant and equipment                  -            (2)        (3) 
 Interest received                                 4              3          8 
 
 
 Net cash flow from investing 
  activities                                       4              1          5 
 
 
 Net decrease in cash and cash 
  equivalents in the period                    (456)          (399)      (921) 
 Cash and cash equivalents at 
  beginning of the period                      2,388          3,309      3,309 
 
 
 Cash and cash equivalents at 
  end of the period                            1,932          2,910      2,388 
 
 
 Cash and cash equivalents comprise: 
 
 Cash                                          1,932          2,910      2,388 
 
 
 Cash and cash equivalents at 
  end of the period                            1,932          2,910      2,388 
 
 
 

Alpha Strategic PLC

Notes to the interim results

for the six months ended 30 September 2013

1 The Group

The principal activity of the Group is to acquire shares in, or enter into joint ventures with, or provide services to, hedge fund management businesses, so as to acquire high quality diversified revenue streams. The Company has its listing on the Alternative Investment Market ("AIM") of the London Stock Exchange.

2 Basis of preparation

These unaudited consolidated interim financial statements are for the six-month period to 30 September 2013. They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 March 2013, which were prepared under International Financial reporting Standards ("IFRS") as adopted by the European Union ("EU").

These interim consolidated financial statements have been prepared in accordance with accounting policies consistent with those set out in the Group's financial statements for the year ended 31 March 2013 and are consistent with the accounting policies the Group will use to prepare its financial statements for the year ending 31 March 2014. This half-yearly report is not prepared under IAS34.

The financial information for the year ended 31 March 2013 does not constitute the full statutory accounts for that period. The Annual Report and Financial Statements for 2013 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statements for 2013 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under S 498(2) or S 498(3) of the Companies act 2006.

3 Segmental analysis

The Group's entire revenue is generated in the UK from a single business segment; that of providing services to hedge fund management businesses within Europe. Management and financial reports received by the Board are prepared on the basis of the single business unit.

4 Loss per share

The calculation of the basic loss per share is based upon the loss after tax attributable to ordinary shareholders of GBP990,000 (six months to 30 September 2012: loss of GBP1,851,000; year to 31 March 2013: loss of GBP2,153,000) and a weighted average number of shares in issue for the period of 9,225,758 (six months to 30 September 2012: 9,225,758; year to 31 March 2013: 9,225,758).

Diluted earnings per share for the six months to 30 September 2013, the six months to 30 September 2012 and the year to 31 March 2013 is the same as the basic loss per share because the inclusion of conversion rights and warrants have an anti-dilutive effect on the calculation.

5 Events after the reporting period

On 26 September 2013, Alpha Strategic announced the Company had been approached by its majority shareholder, Northill Europe Holdings ("Northill") which was considering making an offer to buy the shares in the Company they did not already own at 25p per share in cash.

On 18 October 2013 the Company published a rule 2.7 announcement recommending the Acquisition to shareholders. The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement. Full details of the Scheme, the Court Meetings and the General Meeting are set out in the Scheme Document which was posted to shareholders on 28 October 2013 and can also be viewed at www.alphastrategic.com.

Subject to Court and Shareholder approval, the cancellation of admission of the Ordinary Shares to trading on AIM will occur on the day after all approvals and regulatory requirements have been satisfied which is expected to be around year-end.

Advisory and legal costs in relation to the Scheme of Arrangement, amounting to GBP95,000, have been provided for in these interim statements.

6 Dividends

The directors have not paid nor do they declare a dividend in the period (six months to 30 September 2012: nil; year to 31 March 2013: nil).

7 Copies of the financial statements

To obtain a copy of this report, and for information on the company and its Directors, please visit our website at www.alphastrategic.com. Alternatively, the report can be obtained by contacting the Company Secretary at 15-17 Grosvenor Gardens, London SW1W 0BD.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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