Correction - Half-year Report

VSA Capital Group PLC

02 January 2024

 

This is a correction to the announcement published at 07:00 on 28 December 2023 (RNS number 9703X). It incorrectly stated under the heading Group Statement of Comprehensive Income for the six-month period to 30 September 2023 that:

(i)	administrative expenses for the year ended 2023 (audited) were £(3,091,000);
(ii)	operating profit for the year ended 2023 (audited) was £1,141,000;
(iii)	losses on investments for the year ended 2023 (audited) were £(859,000);
(iv)	administrative expenses for the six months ended 30 September 2022 (unaudited) were £(1,271,000);
(v)	operating losses for the six months ended 30 September 2022 (unaudited) were £(487,000);
(vi)	losses on investments for the six months ended 30 September 2022 (unaudited) were £(355,000);
(vii)	administrative expenses for the six months ended 30 September 2023 (unaudited) were £(1,472,000);
(viii)	operating losses for the six months ended 30 September 2023 (unaudited) were £(490,000);
(ix)	losses on investments for the six months ended 30 September 2023 (unaudited) were £(1,326,000);and
(x)	the EPS for the six months ended 30 September 2022 was (4.3)p (basic) and (2.7)p (diluted) and for the six months ended 30 September 2023 was (9.34)p (basic) and (5.88)p (diluted).

The corrected figures are:

(i)	administrative expenses for the year ended 2023 (audited) were £(3,090,000)
(ii)	operating profit for the year ended 2023 (audited) was £1,142,000
(iii)	losses on investments for the year ended 2023 (audited) were £(860,000);
(iv)	administrative expenses for the six months ended 30 September 2022 (unaudited) were £(1,221,000);
(v)	operating losses for the six months ended 30 September 2022 (unaudited) were £(437,000);
(vi)	losses on investments for the six months ended 30 September 2022 (unaudited) were £(405,000);
(vii)	administrative expenses for the six months ended 30 September 2023 (unaudited) were £(1,473,000);
(viii)	operating losses for the six months ended 30 September 2023 (unaudited) were £(491,000);
(ix)	losses on investments for the six months ended 30 September 2023 (unaudited) were £(1,325,000); and
(x)	EPS for the six months ended 30 September 2022 was (2.2)p (basic) and (2.2)p (diluted) and for the six months ended 30 September 2023 was (4.8)p (basic) and (4.8)p (diluted).

Note 3 to the financial statements for the six-month period to 30 September 2023 incorrectly stated that:

(i)	the weighted average number of shares for the six months ended 30 September 2022 (unaudited) was 48,720,866 and the diluted loss per share was (1.7)p; and
(ii)	the weighted average number of shares for the six months ended 30 September 2023 (unaudited) was 48,720,866 and the diluted loss per share was (3.7)p.

The corrected figures are:

(i)	the weighted average number of shares for the six months ended 30 September 2022 was 37,655,266 and the diluted loss per share was (2.2)p; and
(ii)	the weighted average number of shares for the six months ended 30 September 2023 was 37,655,266 and the diluted loss per share was (4.8)p.

The full corrected announcement is included below.  

28 December 2023

VSA CAPITAL GROUP PLC

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

UNAUDITED INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023

VSA Capital Group plc (AQSE: VSA), announces its interim results for the half year ending 30 September 2023.

Highlights

·     Turnover of £1,051,000, EBITDA of (£1,542,000)

·     Cash position £546,000

·     NAV £2,557,000

·     Retained Corporate Clients - 27

Chairman's Interim Report

In introducing the Company's interim report this year, I do so during very difficult political, economic and market conditions.

On the regulatory side we have paid particular attention to our responsibilities under the new Consumer Duty regime, and these have been implemented successfully into our operations.

As previously signaled, we are reporting a loss for the period, although, as Andrew Monk highlights below, this is primarily due to non-cash items relating to the reduced value in our shareholdings. 

Notwithstanding market conditions, we have an increased portfolio of client companies and a good pipeline of transactions as we enter 2024 and we look forward to continuing to service our clients professionally during these difficult times.

Mark Steeves

Chairman

28 December 2023

CEO Interim report

A year ago, I wrote a very cautious CEO report saying that "Deal flow has dried up and liquidity to invest has almost disappeared completely." Sadly, in the last 12 months if anything, if it is possible, it has got worse! There are now people asking the question of whether quoted equities have any future. I believe they do but it does need support from Government.  On a relative basis I believe VSA is performing as well or better than most of our peer group, but the entire industry is suffering and basically losing money. We hope that in 2024 we do see an improved environment and with inflation now falling rapidly, interest rates appearing to have peaked and possibly falling, and if war in the Middle East and Ukraine could be stopped, I believe we could see a significantly better market, let's hope we do for everyone's sake.

In our Final results in June, I indicated that we would report an interim loss and we have of £1.8m.  I also reported that I was hopeful we would recover that to make a profit for the year ending 31 March 2024 and I reiterated that in July. Unfortunately, since then issues around the value of our largest shareholding of Silverwood Brands plc where we hold 0.85% of the Company, mean that this is very unlikely and very disappointing. This will be a non-cash loss but even so, significant.  

We are fortunate that we have a good pipeline of deal flow which, whilst some of it was expected to occur in the last quarter, has also been delayed and may occur in the new financial year and this will impact our current year numbers.  We are also fortunate that the nature of our deal flow is quite broad meaning that we are not exposed to just one type of activity.  Investment losses, which although are non-cash items, are having a significant impact.  At the period end we had a good current asset position with cash and debtors supporting our balance sheet.

A year ago, I was delighted by the "Lush Transaction" that we completed for Silverwood.  How things have changed.  I find it extraordinary how Silverwood have handled the situation since we completed and that we now are facing legal action from the "Lush Vendors" which we regard as without merit, and we will defend vigorously although we have always been quite open that we will always have "a conversation" as we know otherwise the only real winners are the lawyers. I cannot say much more currently, now that the situation has become legal and although we took provisions at our full year 2023, more will be required this year. This should be much clearer when we report our full year figures, and we can then show the impact smoothed out over 2 years which will give a much more accurate feel of the underlying business strength.

So, I think fair to say 2023 has been a difficult year but I still feel that VSA has got many things right. We keep a low-cost base, we are in sectors that have good long-term growth prospects, and we have a very good international reach for deal flow and our investor base and so when the markets do pick up, we are well placed. 

Andrew Monk

CEO

28 December 2023

The directors of the Company take responsibility for this announcement.

For further information, please contact:

VSA Capital Group plc	[phone]
Marcia Manarin - Finance Director & COO
AQSE Exchange Growth Market Corporate Adviser
Alfred Henry Corporate Finance Limited	[phone]
Nick Michaels / Maya Klein Wassink	[e-mail]

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX-MONTH PERIOD TO 30 SEPTEMBER 2023

		Six months ended 30 September 2023 Unaudited £'000	Six months ended 30 September 2022 Unaudited £'000	Year ended 31 March 2023 Audited £'000
		£	£	£
Turnover		1,051	846	4,359
Cost of sales		(89)	(82)	(166)
Gross profit		962	764	4,193
Other operating income		20	20	39
Administrative expenses		(1,473)	(1,221)	(3,090)
Operating (loss) / profit		(491)	(437)	1,142
Finance income		1	1	(1)
Gains / (losses) on investments		(1,325)	(405)	(860)
(Loss) / profit on ordinary activities before taxation		(1,815)	(841)	281
Tax on profit/loss on ordinary activities		-	-	(33)
(Loss) / profit for the year		(1,815)	(841)	248
Other Comprehensive income		-	-	-
Total Comprehensive income		(1,815)	(841)	248

Earnings per share - profit after tax
	pence	pence	pence
Basic	(4.8)	(2.2)	0.7
Diluted	(4.8)	(2.2)	0.5

GROUP STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2023

		As at 30 September 2023 Unaudited £'000	As at 30 September 2022 Unaudited £'000	As at 31 March 2023 Audited £'000
Non-current assets
Property, plant and equipment - right of use		380	557	469
Property, plant and equipment - owned		65	94	78
Intangible Assets		827	1,158	992
Total non-current assets		1,272	1,809	1,539
Current assets
Trade and other receivables		323	497	382
Investments		1,106	555	2,141
Cash and cash equivalents		546	1,247	1,273
Total current assets		1,975	2,299	3,796
Total assets		3,247	4,108	5,335
Current liabilities
Trade and other payables		365	272	529
Finance liabilities - borrowings		162	189	217
Total current liabilities		527	461	746
Non-current liabilities
Finance liabilities - borrowings		163	325	217
Total non-current liabilities		163	325	217
Total liabilities		690	786	963
Equity
Share Capital		3,524	3,524	3,524
Share premium account		418	418	418
Share-based payments reserve		13	52	13
Accumulated profits/(losses)		(1,398)	(672)	417
Total equity		2,557	3,322	4,372
Total Equity and Liabilities		3,247	4,108	5,335

CONSOLIDATED GROUP CASHFLOW STATEMENT

FOR THE SIX-MONTH PERIOD ENDED 30 SEPTEMBER 2023

		Six months ended 30 September 2023		Six months ended 30 September 2022		Year ended 31 March 2023
		Unaudited		Unaudited		Audited
		£'000		£'000		£'000
Cash flows from operating activities
Profit / (loss) before income tax		(1,815)		(841)		281
Tax paid		-		-		-
Depreciation and amortisation		270		270		540
(Gain) / loss on current asset investments		1,325		405		860
Sales settled by shares		-		-		(2,277)
(Increase) / decrease in trade / other receivables		(234)		40		107
Increase / (decrease) in trade / other payables		(164)		(285)		(13)
Change in share based payments reserve		-		-		(38)
NET CASH USED IN OPERATING ACTIVITIES		(618)		(411)		(540)
Cash flows from investing activities
Proceeds from disposal of plant, property and equipment		-		-		-
Purchase of plant, property and equipment		(3)		(3)		(3)
Proceeds from other investing activities		37		11		280
Purchase of other investments		(34)		(279)		(312)
NET CASH GENERATED FROM INVESTING ACTIVITIES		-		(271)		(35)
Cash flows from financing activities
Share capital issue		-		-		-
Purchase of shares into treasury		-		-		-
New finance leases		-		-		-
Finance lease repayments		(109)		(81)		(162)
NET CASH GENERATED FROM FINANCING ACTIVITIES		(109)		(81)		(162)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS		(727)		(763)		(737)
Cash and cash equivalents at beginning of period		1,273		2,010		2,010
CASH AND CASH EQUIVALENTS AT END OF PERIOD		546		1,247		1,273

NOTES TO THE FINANCIAL STATEMENTS

FOR THE SIX-MONTH PERIOD TO 30 SEPTEMBER 2023

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 2023 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 2022 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 2023.

3                              Profit or loss per share

		Six months ended 30 September 2023 Unaudited £'000	Six months ended 30 September 2022 Unaudited £'000	Year ended 31 March 2023 Audited £'000
Basic
Profit/ (Loss) for the period attributable to owners of the Company		(1,815)	(841)	248
Weighted average number of shares:		37,655,266	37,655,266	37,655,266
Basic earnings/(loss) per share (pence):		(4.8)	(2.2)	0.7
Diluted
Profit/ (Loss) for the period attributable to owners of the Company		(1,815)	(841)	248
Weighted average number of shares:		37,655,266	37,655,266	48,720,866
Diluted earnings/(loss) per share (pence):		(4.8)	(2.2)	0.5

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.

 

END