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Alpha Returns Group plc (ARGP)

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Monday 23 June, 2014

Alpha Returns Group plc

Alpha Returns Group plc : Final Results

Alpha Returns Group plc : Final Results

Alpha Returns Group plc
("Alpha Returns" or the "Company")

Financial statements for the year ended 31 December 2013

23 June 2014

Alpha Returns today announces its audited results for the year ended 31 December 2013.

Copies of the Group's Annual Report and Accounts will be sent to shareholders and will be available on the Company's website later today. Further copies may be obtained directly from the Company's Registered Office at Alpha Returns Group plc, 31 Lombard Street, London EC3V 9BQ.

The Directors of Alpha Returns are also pleased to announce that the notice of Annual General Meeting ("AGM") is today being posted to shareholders. The AGM will be held at 31 Lombard Street, London EC3V 9BQ on 16 July 2014, 10am.

Copies of the Notice of AGM and Proxy Form will be available for download on the Company website at

Contact details:

Alpha Returns Group plc  Christopher Neo
Executive Director
020 3286 6388
ZAI Corporate Finance Ltd (NOMAD) Peter Trevelyan Clark / Ivy Wang +44(0)20 7060 2220
Peterhouse Corporate Finance (Broker)  Duncan Vasey / Lucy Williams  020 7220 9797


The Asia-Pacific region

Over the past two years, economies in the Asia-Pacific region have demonstrated extraordinary resilience in the face of the global economic slowdown.

Into the foreseeable future, we expect the economic growth in the Asia-Pacific region to continue at a significantly higher rate than that in other geographical regions and this forms the central theme of our investing policy which focusses on investing in companies poised to benefit from this continued growth. In particular, a rapidly growing middle class in the region (especially China), with increasing demand for lifestyle and consumer goods, sums our case for investing in the Asia-Pacific region.

Review of the year ended 31 December 2013

I am pleased to report the final audited consolidated results for the year ended 31 December 2013 of Alpha Returns Group Plc (the "Company"). Year 2013 marked an important next phase of development for Alpha Returns as we transitioned into an investing company.

The Directors completed a rebranding exercise in August 2013 when we redefined our investing policy and changed the Company name to Alpha Returns Group Plc.

Financial Review

The losses for the year on continuing operations were £328,000 (2012: losses £364,000 after an exceptional credit of £469,000) with administrative costs reduced by over 50 per cent. Year 2012 also saw losses from discontinued operations of £471,000. Total assets at 2013 year end amounted to £992,000 with net cash of £572,000.

In August 2013, the Company raised £545,000 (before expenses) by way of a placing and Open Offer at 0.15 pence per share. In December 2013, the Company raised £500,000 by way of a subscription at 0.90 pence per share.

Review of Operations
In October 2013, the Company made its first investment to acquire 37.5% shareholding in a Singapore based IT service solutions provider, Telistar Solutions Pte. Ltd. ("Telistar") for a total consideration of S$1,025,000 (approximately £512,000) payable in three tranches. The Company has completed the first two tranches of S$612,500 (approximately £306,000) and received 18.75% shareholding in Telistar.

The final tranche of S$412,500 (approximately £206,000) is due by end 2014 for the balance 18.75% shareholding in Telistar.

In November 2013, the Company acquired a portfolio of shares in five companies traded on the Hong Kong stock exchange for £49,000 to diversify our investment portfolio and gave us further exposure to companies operating in high-growth Asian economies.

Post Balance Sheet Events

After the year end, we continue to build momentum and stepped up the level of activities. We raised £1,385,000 (before expenses) in new equity, acquired an additional 15% shareholding in Telistar and initiated two new investments to acquire 30% interest in a Hong Kong based securities firm, M Y Securities Limited ("MY Securities"), and 30% interest in a start-up coffee chain business in the People's Republic of China, Shenzhen Maxlife Catering Management Co., Ltd. ("MaxLife").

Details on post balance sheet events are provided in the Directors' Report, an extract of which is set out below.

Corporate governance

The Company runs Audit, AIM Compliance, Nominations and Remuneration committees. The roles and composition of these committees can be found in the Directors' Report.

Board changes

During the year, we have welcomed Tony Drury and Eric Leung onto the Board while Angus Forrest and Lim Hui Jie resigned as directors. I would like to thank them for their past contributions to the Company.


Telistar continues to perform to the Board's expectations and in its year ended 31 December 2013 made an unaudited pre-tax profit of S$188,000, an increase of over 47% over 2012 pre-tax profits of S$128,000 on turnover of S$4.435 million (up 46% on 2012 S$ 3.035 million). The business is expanding into mainland China this year.

The Directors continue to progress the acquisitions of MY Securities and MaxLife, and seek to complete both acquisitions in the second half of 2014.

The Directors expect the continued growth in the Asia-Pacific region to present additional investment opportunities for the Company.

Finally, I would like to take this opportunity to thank shareholders for their support throughout the year. We look forward to create greater value for shareholders in the coming year.

Chan Cheong Yee

23 June 2014

Extract from Directors' Report - post balance sheet events

Further to the Group's announcement on 27 December 2013, Alpha Returns Group plc has entered into a joint-venture agreement with Miss Tong Shyn Leng, a Singapore entrepreneur with interests in a number of privately owned companies, to co-fund a BVI incorporated investment vehicle, Riche Bright Group Limited for the sole purpose of acquiring MY Securities Limited, a member firm of the Stock Exchange of Hong Kong Limited. This follows Riche Bright's conditional agreement to acquire the entire issued share capital of MY Securities. MY Securities provides a wide range of brokerage services including margin trading and IPO subscription services on HKSE traded stocks principally to retail investors in Hong Kong via an internet trading platform.

On 17 January 2014, the Board granted options over a total of 40,000,000 ordinary shares, representing 7.99 per cent of the Group's current issued ordinary share capital at an exercise price of 2.2 pence per share accordance with the terms of the company share option scheme.

On 28 February 2014, the Group through its wholly owned subsidiary Shidu International Limited, acquired a further 15% shareholding in Telistar Solutions Pte. Ltd., an unquoted Singapore incorporated IT service solutions provider, for a total cash consideration of S$330,000, satisfied by the issue of 12,087,912 new ordinary shares of 0.01p each in the capital of the Group. The investment brings the current shareholding in Telistar to 33.75% with a further 18.75% still to be acquired under an earlier agreement announced on 22 October 2013.

On 10 March 2014, the Group completed an equity subscription to raise an additional £725,000 through the issue of a further 55,769,230 new ordinary shares of 0.01p each in the capital of the Group at a price of 1.3 pence per share. The funds raised strengthen the Group's financial position and give it the flexibility to take advantage of potential investment opportunities with the Asia-Pacific region.

On 29 March 2014 the Group through its wholly owned subsidiary Shidu International Limited, entered into a Sale and Purchase Agreement for the acquisition from Wong Xin Yan of 30 per cent of the issued share capital of Oriental Ventures, a BVI registered special purpose vehicle which has been formed to acquire Shenzhen MaxLife Catering Management Co., Ltd., a start-up coffee chain business operating in the PRC. Consideration for the acquisition of the 30 per cent shareholding is expressed to be US$1,500,000 satisfied by the payment of HK$5,812,500 cash paid on the execution of the SPA with the balance on completion through the issue of 32,142,857 new ordinary shares in Alpha Returns at an agreed price of 1.4 pence per share.

On 18 June 2014, the Group completed an equity subscription to raise an additional £660,000 (before expenses) through the issue of a 41,250,000 new ordinary shares of 0.01p each in the capital of the Group at a price of 1.6 pence per share.

Consolidated statement of comprehensive income

12 months to Dec 2013 12 months to Dec 2012
£ £
Continuing operations
Administration costs (343,665) (766,842)
Exceptional items - 468,618
Operating loss after exceptional items(343,665) (298,224)
Loss on disposal of investments - (57,638)
Loss before financing(343,665)
Finance cost (1,269) (7,711)
Finance income 17 -
Gain on foreign exchange 16,768 -
Loss on continuing operations before taxation(328,149) (363,573)
Taxation - -
Loss on continuing operations after taxation (328,149) (363,573)
Loss from discontinued operations - (471,041)
Loss after taxation and total comprehensive expense



Basic and diluted loss per share
- Basic and diluted - continuing operations (0.19p) (21p)
- Basic and diluted - discontinued operations - (26p)
- Total basic and diluted loss per share



Consolidated statement of financial position

Dec 2013 Dec 2012
£ £
Non-Current Assets
Investments 397,399 -
Other intangible assets





Current Assets
Inventory - -
Trade and other receivables 22,348 38,664
Cash and cash equivalents



594,643 218,653
Total Assets



Non-Current Liabilities
Trade and other payables - -
Long term borrowings





Current Liabilities
Trade and other payables 76,796 73,865





Total Liabilities126,796 240,652
Net Assets / (Liabilities)



Share capital 1,332,843 1,285,679
Share premium 4,255,147 2,748,904
Shares to be issued - 200,836
Loan note equity reserve - 137,176
Merger reserve - -
Profit and loss account (4,722,744) (4,394,594)
Total Equity



Consolidated statement of changes in equity

Share premiumShares to be issuedLoan note equity reserveMerger reserveProfit
and loss account
Total equity
Balance at 1 Jan 20121,071,0402,200,052--171,000(3,559,980)(117,888)
Shares issued in year 214,639377,852----592,491
Shares to be issued in settlement of CVA liabilities --200,836---200,836
Issue of convertible loan notes ---137,176--137,176
Transfer on closure of subsidiary undertakings -171,000--(171,000)--
Loss for the year and total comprehensive expense -----(834,614)(834,614)
Balance at 31 Dec 20121,285,6792,748,904200,836137,176-(4,394,594)(21,999)
Shares issued in year 47,1641,506,242(200,836)---1,352,570
Conversion of loan notes (137,176)(137,176)
Loss for the year and total comprehensive expense (328,149)(328,149)
Balance at 31 Dec 20131,332,8434,255,147---(4,727,744)865,246

Consolidated statement of cash flows

12 months to Dec 2013 12 months to Dec 2012
£ £
Cash flows from operating activities
Loss after taxation (328,149) (834,614)
Adjustments for:
Depreciation and amortisation - 49,256
Loss from discontinued operations - 471,041
Extraordinary credit arising from CVA - (468,618)
Loss on disposal of investments - 57,638
Interest expense - 7,711
Decrease in trade and other receivables 16,322 58,855
Increase/(decrease) in trade and other payables 2,924 16,867
Net cash used in operating activities



Cash flows from investing activities
Purchase of property, plant and equipment - -
Purchase of investments (397,399) (198,000)
Disposal of investments - 161,965
Investment in intangible assets - -
Cash acquired with business - -
Cash balances held by discontinued businesses - (10,342)
Net cash used in investing activities



Cash flows from financing activities
Net proceeds from issue of share capital 1,352,571 528,491
Proceeds from borrowings 50,000 -
Proceeds from issue of convertible loan notes - 300,000
Repayment of convertible loan (303,963)
Net repayment of bank and other loans - -
Finance costs - (3,478)
Net cash generated from financing activities



Net increase in cash and cash equivalents392,306 136,502
Cash and cash equivalents at beginning of period179,989 43,487
Cash and cash equivalents at end of period



This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Alpha Returns Group plc via Globenewswire


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