Alpha Strategic Plc : Half Yearly Report

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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 £26,000 (6 months to 30 September 2012: £247,000)

·      Operating loss of £994,000 (6 months to 30 September 2012: loss £1.85 million)

·      Net assets £2.10 million (31 March 2013: £3.10 million)

·      Cash balance £1.93 million (31 March 2013: £2.39 million)

Enquiries:

Alpha Strategic PLC                                                                             [phone]

Alistair McKay, Chief Executive Officer

Kit Malthouse, Finance Director

Westhouse Securities Limited                                                             [phone]

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 £990,000 (2012:  loss of £1.85 million). The Group's cash position as at 30 September 2013 was £1.93 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	£000		£000		£000
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 periodattributable 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

Alpha Strategic PLC

Consolidated statement of changes in equity

for the six months ended 30 September 2013

	Share Capital	Share Capital 'A' shares		Share premium	Merger reserve	Capital redemption reserve	Accumulated deficit		Total equity
	£000	£000		£000	£000	£000	£000	£000
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 periodattributable 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 periodattributable 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 periodattributable 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
		£000		£000		£000
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 £990,000 (six months to 30 September 2012: loss of £1,851,000; year to 31 March 2013: loss of £2,153,000) 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 atwww.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 £95,000, 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 atwww.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

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