Registration numbers

Registered in England and Wales. Company registration number: 04034645

VAT registration number: 765 4893 78

Company information disclosure

This site complies with Rule 26 of the AIM Rules for Companies. This website is owned by Merchant House Group Plc and hosted by Tinderhouse Limited. This section was updated on 3 November 2008.

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Regulatory news

Interim Results and issue of equity

1 October 08

RNS Number : 7623E
Merchant House Group PLC
30 September 2008
 




Merchant House Group Plc ('Merchant House' or the 'Company')


Interim results statement for the six month period ended 30 June 2008


Issue of equity


CHAIRMAN'S STATEMENT


I am pleased to report on the first six months of 2008 which has seen a number of developments at the Group.


Fundraising

On the 30 June 2008 the company announced that a corporate investor had entered into an unconditional and irrevocable placing arrangement to raise £1.5 million by way of convertible preference shares with funds due by today, the 30 September 2008. Regrettably the Company has not, at the time of writing, received the placing monies and the Company has indicated to the investor that, whilst reserving its rights in full, providing the subscription monies for the placing are received no later than 31st October 2008, the Company will not seek to compel performance prior to the expiry of that period. 


In light of the uncertainty above, the directors have sought additional new funds. £375,000 has so far been placed of which £200,000 has today been remitted to the company. The Company will seek admission to trading on AIM for 31,250,000 new ordinary shares which have been placed at 1.2p per share.  These funds will be invested in the business, including the set up of a dealing platform with a new management team which we will announce in due course.  

 

Interim period review

During the six months under review, the Company announced the establishment of Merchant Wealth Management to provide a range of wealth management services to the directors and senior management of our clients. The business has now started generating revenue. We also announced the opening of a joint venture office in the Far East which has already introduced a number of companies for fundraising and listing on PLUS with work currently ongoing with respect to two transactions. 


Merchant Capital worked during the period on Awabi Plc, a PLUS listed client, advising on the reverse of a carbon related business. Merchant House group owns shares and warrants in this client. We are hopeful that the Awabi board will make a full announcement in the near future regarding this transaction. Merchant Capital also worked during the period under review on Stageworx Plc which has now been renamed Petrocapital Resources Plc and has been listed on the XETRA market in Frankfurt. Petrocapital is currently raising funds to acquire the first stage of a significant resources opportunity in Central Asia. Merchant House group owns warrants in Petrocapital. 


Merchant House Finance, the asset and lease financing business in which the Merchant House group has a 49 per cent. stake has continued to expand its sales force during the period. Key transactions include a £1 million financing of coaches for a well known bus/tour operator and £1.5 million financing of broadcasting equipment for a company whose main activity is the delivery of TV networks in doctors' surgeries, health centres and schools. 


Latest developments and outlook

I have previously reported that the Company needed to develop a more effective fundraising capacity in order to attract and assist more corporate clients. I am pleased to announce today the establishment of new Stockbrokers as an appointed representative and tied agent of Merchant Capital, our wholly owned FSA-regulated subsidiary. The Appointed Representative will act as a corporate and private client stockbroker, has raised its own funding and is currently recruiting its own team. Certain overheads at Merchant Capital will be met by the Appointed Representative and in addition, Merchant Capital will receive a share of commission on all fundraisings, a fee per trade and 15 per cent. of profits. This fulfils a commitment of the board to introduce a fundraising capacity to the Group. 


The Group has been working to establish a Corporate Finance and Stockbroking business with a view to acquiring the assets, contracts, work in progress and pipeline of work from this business. The negotiations are now complete and we will update shareholders shortly regarding the outcome. In connection with this, we expect to announce two additional board appointments in due course both of whom will be executive directors of the Company. A fundraising to support the working capital needs of the expanded Group and which is fully underwritten is underway and shareholders will be updated in due course


The Group is clearly operating in challenging markets at present, however, the significant and ongoing cuts in overhead, the establishment of complimentary revenue earners without additional overhead and the unrealised profits currently in the investment portfolio are points for shareholders to note. 

   

Financial summary

The Group incurred losses totalling £563,418 during the six month period, including losses in the investment portfolio due to the current economic environment. The £213,579 loss reported for the comparable six month period in 2007 was materially reduced by the £201,919 unrealised gain on current asset investments resulting from favourable market conditions.


Revenues at £7,000 have been significantly affected by the turmoil and lack of confidence in the financial markets but administrative expenses have been reduced by £266,691 (45%) when compared with the first six months of 2007.


Martin Eberhardt

Chairman


30 September 2008

 


INDEPENDENT REVIEW REPORT TO MERCHANT HOUSE GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2008 which comprises the Consolidated Income Statement, the Consolidated Balance Sheet, the Statement of Changes in Equity, the Consolidated Cash Flow Statement and the related notes numbered 1 to 8. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.


Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The AIM Rules require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed.


As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting,' as adopted by the European Union.


The report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.


Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.


Scope of Review 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.


Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2008 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union.


Sawin & Edwards

Chartered Accountants

15 Southampton Place

WC1A 2AJ


30 September 2008

  


UNAUDITED CONSOLIDATED INCOME STATEMENT


For the six month period ended 30 June 2008









Note

Six month period ended 30 June 2008

 (Unaudited)

£


Restated Six month period ended 30 June 2007 

(Unaudited)

£


Year ended 31 December 2007 

(Audited)

£

Revenue


7,000


387,922


535,559

Purchase of shares for proprietary trading


-


(30,457)


-

Cost of sales


(2,492)


(61,935)


(168,261)















Gross Profit


4,508


295,530


367,298

Administrative expenses 


(322,168)


(588,859)


(1,084,533)

Loss on disposal of associate


(65,821)


-


-

Exceptional expenses


-


(110,000)


(414,338)

Other operating income


10,621


2,630


33,804

Realised gains/(losses) on current asset investments


(11,287)


-


295,458

Unrealised gains/(losses) on current asset investments


(10,180)


201,919


(29,483)















Loss from operations


(394,327)


(198,780)


(831,794)

Share of operating loss in associate


(129,114)


(3,404)


(65,161)

Finance expense

2

(14,401)


(15,000)


(30,964)

Investment income


1,424


3,605


11,154















Loss Before Taxation


(536,418)


(213,579)


(916,765)

Income tax expense 

3

-


-


-















Loss for the financial period


(536,418)


(213,579)


(916,765)















Loss per share (pence)

4

(0.67)p


(0.50)p


(2.12)p

Diluted loss per share (pence)

4

(0.27)p


(0.30)p


(1.19)p

        

The Group has no recognised gains or losses other than the results for the period as set out above.


UNAUDITED CONSOLIDATED BALANCE SHEET



Note

As at 30 June 2008 

(Unaudited)

£


Restated

As at 30 June 2007 (Unaudited)

£


As at 31 December 2007 (Audited)

£

ASSETS







Non Current Assets







Property, plant and equipment


4,706


14,314


8,484

Investment in associate undertaking


27,613


78,817


17,112










32,319


93,131


25,596








Receivables falling due after one year


50,000


50,000


50,000








Current Assets 







Trade and other receivables


176,371


208,279


191,959

Cash and cash equivalents


78,650


186,298


134,826

Investments


40,960


401,278


36,625

Total current assets


295,981


795,855


363,410

TOTAL ASSETS


378,300


938,986


439,006








EQUITY AND LIABILITIES







Current Liabilities: 

Trade and other payables 


278,963


251,530


296,012

Bank overdraft


32,603


39,665


-



311,566


291,195


296,012

Non current liabilities: Convertible loans


432,926


421,329


429,786










744,492


712,524


725,798

Equity and Reserves







Called up share capital


407,233


219,233


271,733

Convertible loan notes


35,074


46,671


38,214

Share premium 


826,047


355,500


501,389

Special Reserve


-


52,742


-

Retained Earnings


(1,634,546)


(447,684)


(1,098,128)

Total Equity


(366,192)


226,462


(286,792)

TOTAL LIABILITIES


378,300


938,986


439,006


  

UNAUDITED STATEMENT OF CHANGES IN EQUITY


  for the six month period 30 June 2008



Convertible Loan Note

 £

 

 

Share

Capital

£

 


Share 

Premium

£

 

Profit and

Loss

£

 

Total

£

 

Balance at 1 January 2008

38,214


271,733


501,389


(1,098,128)


(286,792)











Share issue

-


135,500


324,658


-


460,158

Movement in equity

(3,140)


-


-


-


(3,140)

Loss for the period 

-


-


-


(536,418)


(536,418)

Balance at 30 June 2008

35,074


407,233


826,047


(1,634,546)


(366,192)












Convertible Loan Note

 £

 


Share

Capital

£

 


Share 

Premium

£ 

 

Special

Reserve

£

 

Profit and

Loss

£



Total
£


Balance at 1 January 2007

-


194,233


280,500


52,742


(383,053)


144,422

IFRS transition adjustments

62,215


-


-


-


148,948


211,163

Restated balance at 1 January 2007

62,215


194,233


280,500


52,742


(234,105)


355,585













Conversion loan notes

-


8,000


24,000


-


-


32,000

Share issue

-


17,000


51,000


-


-


68,000

Movement in equity

(15,544)










(15,544)

Loss for the period 

-


-


-


-


(213,579)


(213,579)

Balance at 30 June 2007

46,671


219,233


355,500


52,742


(447,684)


226,462














Convertible Loan Note

 £

 



Share

Capital

£

 



Share 

Premium

£ 

 

Special

Reserve

£


Profit and

Loss

£

 




Total
£

Balance at 1 January 2007

-


194,233


280,500


52,742


(383,053)


144,422

IFRS transition adjustments

62,215


-


-


-


148,948


211,163

Restated balance at 1 January 2007

62,215


194,233


280,500


52,742


(234,105)


355,585













Conversion loan notes

-


8,000


24,000


-


-


32,000

Exercise of warrants

-


17,000


51,000


-


-


68,000

Share issue

-


52,500


145,889


-


-


198,389

Transfer

-


-


-


(52,742)


52,742


-

Movement in equity

(24,001)


-


-


-


-


(24,001)

Loss for the period 

-


-


-


-


(916,765)


(916,765)

Balance at 31 December 2007

38,214


271,733


501,389


-


(1,098,128)


(286,792)














UNAUDITED CONSOLIDATED CASH FLOW STATEMENT


  for the six month period 30 June 2008




Six month period ended 30 June 2008 (Unaudited)

£


Restated Six month period ended 30 June 2007 (Unaudited)

£


Year ended 31 December 2007 (Audited)

£

Reconciliation of operating loss to net cash (outflow) from operating activities







Operating loss


(394,327)


(198,780)


(831,794)

Loan written off


-


-


107,020

Investment transfer


-


-


30,060

Associated company losses written off


(139,666)


-


-

Decrease in trade & other receivables


15,590


138,811


155,128

(Decrease) / Increase in trade & other payables


(17,049)


(38,195)


6,288

Depreciation


3,777


5,191


9,783

Loss on disposal


-


-


184

Realised (gain)/loss


11,287


(201,919)


(295,458)

Unrealised loss


10,180


-


29,483















Net cash outflow from operating activities


(510,208)


(294,892)


(789,306)








Investing 







Investing Activities







Interest received


1,424


3,605


11,154

Purchase of investments


(260,400)


(280,324)


(389,291)

Sales of investments


234,598


352,840


753,438

Purchase of plant & equipment


-


(1,761)


(1,761)

Sale of plant & equipment


-


-


1,053

Investment in associate


51


-


(51)

Net cash (outflow)/ inflow from investing activities


(24,327)


74,360


374,542








Financing activities







Proceeds from share issue


460,158


68,000


266,389

Increase/(decrease) in bank overdraft



32,602


30,306


(9,359)

Interest paid


(14,401)


(15,000)


(30,964)

Net cash inflow from financing activities


478,359


83,306


226,066

Decrease in cash & cash equivalents


(56,176)


(137,226)


(188,698)















Reconciliation of net cash flow to movement in net debt







Decrease in cash in the period


(56,176)


(137,226)


(188,698)

Conversion loan note into ordinary shares


-


32,000


32,000















Movement in year


(56,176)


(105,226)


(156,698)

Net debt brought forward


(333,174)


(176,476)


(176,476)















Net debt carried forward


(389,350)


(281,702)


(333,174)
















Analysis of changes in net debt

At 1 January 2008

£


Cashflows

£  


Other non cash changes


At 30 June 2008

£

Cash at bank and in hand

132,808


(40,001)


-


92,807

Cash held in stockbroker's client accounts

2,018


(16,175)


-


(14,157)









Cash and cash equivalents

134,826


(56,176)


-


78,650

Debt due after one year:








Secured loan notes

(408,000)


-


-


(408,000)

Unsecured loan notes

(60,000)


-


-


(60,000)


















(333,174)


(56,176)


-


(389,350)










NOTES TO THE UNAUDITED FINANCIAL STATEMENTS


For the six month period ended 30 June 2008


1.    Accounting policies

 

Basis of accounting

The interim results have been prepared in accordance with International Accounting Standards 34 'Interim Financial Reporting'.


The annual financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs).


The interim results have been prepared on the historical cost basis except that certain financial instruments are accounted for at fair values. The same principal accounting policies and methods of computation have been followed in the interim results as compared with the Group's 2007 Financial Statements.


Going concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The group incurred a loss of £536,418 for the period ended 30 June 2008. 


The financial statements have been prepared on a going concern basis because the directors believe it is appropriate to prepare the financial report on this basis based upon the company's business plan. The directors believe that the two fund raisings, the unconditional placing of £1,500,000, and the £375,000 referred to in the Chairman's statement will provide sufficient funds for the company to continue its operations for at least the next twelve months.

 

2.    Loan Interest

Loan interest is payable on secured and unsecured convertible loan notes 2010, at a floating rate of 100 basis points above Barclays Bank Plc base rate.

 

3.   Taxation

No provision for corporation tax has been provided for, due to tax losses incurred in the current and previous periods.

 

4.  Loss per Share


 30 June 2008


 30 June 2007


31 December 2007

Loss per ordinary share (pence)

(0.67)p


(0.50)p


(2.12)p







Diluted loss per ordinary share (pence)

(0.27)p


(0.30)p


(1.19)p








The loss per share has been calculated on the net basis on the group deficit excluding associate for the period ended 30 June 2008, after taxation, of £(536,418) (June 2007: £(213,579), December 2007: (£916,765) using the weighted average number of ordinary shares in issue of 80,033,413 (June 2007: 42,381,407, December 2007: 43,196,600).


Diluted earnings per share have been calculated using the weighted average number of ordinary shares in issue, diluted for the effect of share options, loan conversion rights and warrants. There were unexercised loan conversion rights and warrants on 115,275,871 shares in existence at the period end (June 2007: 28,048,871, December 2007: 33,900,000).

 

5.    Prior period adjustment

The consolidated income statement and balance sheet for the period ended 30 June 2007 have been restated due to the discovery of a material error regarding the treatment of negative goodwill under IFRS.


The overall effect of the prior period adjustment has resulted in an increase of £41,510 in the retained earnings figure for the period ended 30 June 2007.

 

6.   Related party transactions

During the period ended 30 June 2008, M Eberhardt was also a director of Merchant Corporate Ltd, Hollywood Media Services Plc, and Catering 4 Events Plc.


During the period ended 30 June 2008, J Holmes was also a director of Stokewell Ltd, Ricen K Plc (formerly Stokewell Ventures Plc) and Hollywood Media Services Plc.


At the 30 June 2008 current asset investments held by the company and investments held as inventories by an associate undertaking of the Group include the following at market value:




30 June

2008

£


30 June 2007

£


31 December 2007

£

Hollywood Media Services Plc*

-


-


343,688








*Relate to investments held as inventories by an associate company in which Merchant House Group had a 49% holding.


During the period ended 30 June 2008 transactions took place as follows:






Sales (Gross) 30 June 2008

£

Sales included in debtors at 30 June 2008

£

Sales (Gross) 30 June 2007

£

Sales included in debtors at 30 June 2007

£

Sales (Gross) December

2007

£

Sales included in debtors at December

2007

£

Ricen B Plc

-

61,746

-

61,746


61,746

Hollywood Media Services Plc

-

1,175

-

-

372,184

1,175

Merchant House Finance Ltd

3,605

3,605

-

-

28,813

-


Merchant House Finance Ltd is an associate company.


During the period ended 30 June 2008, Merchant House Group Plc advanced Merchant Corporate Ltd, an associated company, a total of £113,196 in cash (June 2007: £Nil, December 2007: £237,060 in shares and cash), of which £Nil (June 2007: £Nil, December 2007: £92,240) remained outstanding at the period end. During the year Merchant House Group Plc loaned to Prop Trading and Investments Ltd, a company in which it held a minority interest, a total of £Nil (June 2007: £Nil, December 2007: £150,000 in shares); the value of the loan at the period end was £Nil (June 2007: £Nil, December 2007: £107,019 which has been fully provided against.: £22,020.)


During the period ended 30 June 2008, Merchant House Group Plc received £27,900 (June 2007: £159,740, December 2007: £258,060) in management fees and £Nil (June 2007: £Nil, December 2007: £111,000) as dividend from Merchant Capital Limited, a wholly owned subsidiary. At the period end the balance it owed to Merchant Capital Ltd was £31,657 (June 2007: £62,113, December 2007: £60,820). 


On 30 April 2008, Merchant House Group Plc disposed of its entire interest in Merchant Corporate Limited, incurring a loss on disposal of £65,821.


During the period ended 30 June 2008 and at 31 December 2007, J Holmes was also a Director of and owned 100% of the issued shares in Stokewell Limited, which is the holder of £150,000 secured convertible loan notes and also holds Warrants over the Company's Ordinary Shares.


During the period ended 30 June 2008 Merchant Capital Ltd  incurred Group indebtedness from one of its clients The C4E Group Plc of £91,516 (June 2007: £Nil, December 2007: £Nil). At the period end the amount due to Merchant House Group Plc was £91,516 (June 2007: £Nil, December 2007: £Nil). During the period The C4E Group Plc advanced Merchant House Group Plc loans totalling £Nil (June 2007: £Nil, December 2007: £22,000). At the period end the amount due to Catering 4 Events Plc was £Nil (June 2007: £Nil, December 2007: £22,000). 


On 11 and 18 January 2008 MHG announced that a total of 27,100,000 of the Company's ordinary shares had been placed at an average price of 1.797p per share, raising £487,129. Both Merchant Corporate Limited and The C4E Group Plc, of which Martin Eberhardt was a director, participated in these placings as nominees for other investors, who have paid these nominee companies in full. Martin Eberhardt does not hold, and has not held, any interest in the ordinary shares of the Company 

 

7.  Post Balance Sheet Event

Subsequent to the period end, the amount owed by the C4E Group Plc to the Company has been fully settled together with interest.


On 18 September 2008 the Company issued 4,700,000 Ordinary 0.5p shares at a price of 0.5p per share, in respect of a conversion notice for £23,500 of unsecured convertible loan notes. 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END