Milamber Ventures Plc - Q3 Trading Update
PR Newswire
London, February 4
4 February 2019
Milamber Ventures Plc
("Milamber" or "the Company")
Trading Update for the Quarter Ended 31 December 2018
As announced today, Milamber Ventures Plc (NEX: MLVP) acquired 100% of Astara Training Limited, an RoATP registered training provider which will take on new regulated Apprenticeship Levy, Adult Education Board ("AEB") and regulated non-levy business. Essential Learning Company Limited is undergoing a restructuring and review process and further details on this will be announced shortly.
Given the Group's focus on acquiring and managing operating companies, Milamber Ventures Plc should now be classified as a Trading Company not an Investment Vehicle under the NEX Growth Market Rules.
The Company recorded an estimated unaudited trading loss, on an unconsolidated basis, after management fee accruals and before adjustments for capitalised development costs or tax credits, of £179,154 in the quarter. Conversion of management fee liabilities associated with Milamber USA led to a gain of £254,340. Net current liabilities on the same basis were £48,881 and cash at bank was £29,898.
During the quarter we continued to work to raise the funds required to complete the acquisition of Orchard Rock Training Limited, for which substantial due diligence has been undertaken and non-binding Heads of Terms were announced on 26 July 2018. Fundraising has been affected by market conditions and by the political environment; nevertheless, we received £310,000 of cash funding during the period and have an ongoing commitment for a further £240,000 of funding.
The transaction terms for Orchard Rock can be summarised as: an £800,000 upfront cash payment; £200,000 cash and a net asset adjustment on operational handover, one quarter's reporting and refinancing; up to 10 million Milamber shares settled over 12 months provided that Orchard Rock achieves over £300,000 EBITDA per quarter; and £100,000 in shares for a 15% investment in Orchard Rock's digital learning business, YourHippo.
Milamber has continued to make good progress on a number of advisory projects including a £900,000 debt reorganisation and fund raise for a major client, a £1 million grant pending matched funding for Black Arrow Space Technologies, and development of Pepper Learning's neuro-linguistic programming content.
Trading at the Company level continued in line with the pattern experienced in prior periods. Milamber received advisory fees although no material success fees or business development commissions in the quarter, pending transactions currently under way, and booked a loss due to quarterly accrual of regular management fees at a lower level than previously. As noted above the Company received significant cash funding in the quarter.
We were delighted to welcome Seb Dovey to the Board as a Non-Executive Director on 1 December 2018. Seb was a co-founder of Scorpio Partnership, the award-winning Ultra High Net Worth wealth insight business acquired by AON in 2014, and is a specialist in Leadership, Implementation, and Research.
As announced on 20 December 2018, the Milamber USA management team has undertaken a partial management buyout of Milamber USA LLC in order to allow greater autonomy to operate in the US market. The Company retains a 20% shareholding and a board seat in Milamber USA LLC. Consequently, the circumstances that led to the limitation of scope qualification of the Company's accounts for the year to 31 March 2018 have been rectified and there are no outstanding remuneration liabilities to Milamber USA partners.
The Directors of MVLP are responsible for the contents of this announcement.
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ENQUIRIES:
Milamber Ventures Plc
Andy Hasoon
T: 07768 875 681
E: andy.hasoon@milamber.co.uk
www.milamber.co.uk
First Sentinel Corporate Finance Limited (NEX Exchange Corporate Adviser)
Brian Stockbridge
T: 020 7469 0930
Leander (Financial PR)
Christian Taylor-Wilkinson
T: 07795 168 157
E: ctw@leanderPR.com
