Final Results

Satellite Solutions Worldwide Group plc

("Satellite Solutions Worldwide Group", "SSW" or the "Company")

Final Results for the fifteen month period ended 30 November 2015

Satellite Solutions Worldwide Group (AIM: SAT), the global communications company specialising in rural, last-mile satellite broadband, announces its final audited results for the 15 month period ended 30 November 2015.

Financial Highlights

· Reverse takeover of Cleeve Capital plc by Satellite Solutions Worldwide Limited completed in May 2015

· In conjunction, raised £2.25 million (gross) to add to existing cash resources to grow the subscriber base organically and via acquisition

· Total revenue for fifteen month period ended 30 November 2015 increased 36% to £7.47m

· Organic sales increased year-on-year by 18% to £6.5m

Operational Highlights

· Subscriber numbers increased from 11k to 25k

· Four acquisitions completed during the period, and two post the period end, including:

o Onwave Ireland, with approximately 2,300 customers, making SSW the largest operator in Ireland

o Sat2Way SARL in France with over 5,500 customers

o Vertical Connect in France, which, combined with Sat2way, makes SSW the second largest operator in France

o Hetan Technologies SA and AVC Solutions Sp Zoo, in Poland, making SSW the largest operator in Poland

o SkiFi Denmark, making SSW the largest operator in Denmark , and providing a base to develop the Scandinavian market

· Selected to participate in the BDUK Pilot Scheme delivering high speed satellite broadband service to up to 1,000 rural homes and businesses in Aberdeenshire, Scottish Borders, Dumfries & Galloway, Antrim and Fermanagh

Post-Period Highlights

· Contract signed with BT in UK to deliver Satellite Broadband within the UK via the Government's Broadband Delivery UK ('BDUK') Scheme, BDUK Supplementary Scheme and the Welsh assembly Grant Scheme

· Signed a number of contracts with French Government Departments enabling the Company to sell Satellite Broadband under its intervention scheme

o Now contracted with a total of 44 out of 54 departments

· Launch of two new products on 1 March 2016:

o Europasat VOIP service ("SatCall")

o Europasat business continuity solution ("Sentinel")

Andrew Walwyn, CEO of SSW, commented: "2015 was a pivotal year for SSW, and I am delighted with the significant progress and delivery of milestones in our first year on the market. The admission to AIM in May 2015 gave the funding and profile necessary to accelerate our roll up plans as we drive to become Europe's largest satellite broadband provider.

"I am especially pleased that in addition to organic year-on-year sales growth of 18%, we are firmly on target with our acquisition strategy, allowing us to grow at a record pace. We now have a solid foundation for profitable, cash generative organic and acquisitive growth throughout our target European markets in 2016 and beyond."

Enquiries:

About SSW

Established in 2008, SSW offers a wide range of satellite broadband services to customers across 31 countries. With solutions targeting B2C and B2B users, and with products developed specifically for the broadcasting / Satellite News Gathering, Police and Military markets, SSW's brand Europasat is a leading independent provider of satellite broadband internet services across Europe.

Listing on the London Stock Exchange as Satellite Solutions Worldwide Group plc (AIM: SAT) on 12 May 2015, and with a track record of strong organic growth in its subscriber base and recurring revenues, the directors of SSW continue to believe there is a major opportunity to enhance the businesses organic growth with select acquisitions throughout the fragmented European satellite broadband market.

Working closely with satellite owners and operators, SSW targets customers in the 'digital divide' with solutions that deliver up to 30 Mbps satellite based broadband services to almost any premises, whether residential, commercial or industrial across Europe, irrespective of location or local infrastructure.

Introduction

I am pleased to present the audited final results for the year ended 30 November 2015. During this period, the Group generated revenue of £7.47 million (up 37% on 2014) and a loss before exceptional items of £1.02million. Consolidated net assets at the period end were £2.25 million, including cash reserves of £1.7 million.

Due to the acquisition by SSW, formerly Cleeve Capital plc ("Cleeve"), of Satellite Solutions Worldwide Limited ("SSWL"), which completed on 12 May 2015, being classed as a reverse takeover, the comparative numbers in these accounts are those of SSWL only, which the Directors believe makes a more meaningful and useful comparison.

The year-end of Satellite Solutions Worldwide Group plc has been changed to 30 November to coincide with the SSWL historic year end.

Acquisition of Satellite Solutions Worldwide Limited

On 19 December 2014, Cleeve was successfully admitted to the Standard Segment of the Official List and to trading on the London Stock Exchange's Main Market, raising gross proceeds of £3.35m, through a placing of 105,083,333 Ordinary Shares to professional investors and institutions. As set out in Cleeve's prospectus (which was published on 16 December 2014), the Company was formed to acquire a company within the TMT sector.

On 7 April 2015, the Cleeve announced that it had agreed to acquire SSWL. The consideration for the acquisition was £5.19 million, through the issue of 115,384,615 new shares. The acquisition completed on 12 May 2015 when the enlarged group was admitted to trading under the new name of Satellite Solutions Worldwide Group PLC, and also raised £2.25 million (before expenses) through the issue of 50m new shares to be used in conjunction with the Company's existing cash resources of c.£3.0 million to advance the Company's strategy of becoming Europe's largest satellite broadband provider.

Financial Results

During the period to November 2015, SSW focused on continuing to grow its satellite broadband customer base organically as well as acquire relevant customer bases in growth European markets. In line with expectations, the Company generated revenues of £7.47m (2014: £5.5m) and recorded an adjusted EBITDA loss (adjusted for share based payments, share fees and other exceptional items) of £0.77m (2014: £0.04m). The total exceptional items of £4.9m primarily consisted of a non-cash accounting adjustment of £2.3m (primarily goodwill amortisation) and costs of £2.7m (mainly professional, legal fees and share based payments) recognised in relation to the reverse acquisition of Satellite Solutions Limited and re-admission of the Company.

The Company raised £2.25m cash (gross of expenses) in May 2015 which when added to Cleeve's existing cash balances upon the reverse takeover gave the Company cash resources of approximately £5m. In line with its strategy, the Company has used a quantum of these funds to invest in future growth by acquiring a number of businesses and related assets in the same sector. Resultant net cash used in operating activities increased to £4.5m (2014: £0.08m). At the period end, SSW had cash reserves of £1.7m (2014: £0.07m).

Board Changes

Following the reverse takeover, I joined the Board as CEO and Frank Waters as CFO. We were delighted when joined by such high caliber Non-Executives, Michael Tobin OBE and Paul Howard in September 2015. They recognised the significant opportunity presented to SSW by ever increasing consumer demand, government initiatives and necessity of access to the internet. Their experience and contacts within the telecoms, technology and capital markets will be vital as we continue to build SSW into Europe's pre-eminent satellite broadband provider.

Outlook

I am delighted to report that we have had a good start to 2016, and continue to drive the business forward in the generation of operating profits from a strong recurring revenue base. Like-for-like sales are up in all our acquisition companies, and also in the core UK market.

The absolute focus of the team is in delivering positive EBITDA and cash generation in H1 2016 in line with our plans.

We believe that the Company is ideally positioned to benefit from the growth in broadband demand especially in rural and remote locations (otherwise known as "not spots"), especially where this growth is underpinned via government support, which will generate robust long-term revenues.

The launch of the Governments' BDUK support scheme in England and Scotland should provide an ideal opportunity for growing revenue. However, we are disappointed that, due to the complex consumer application process, the take up for the scheme has so far been less than the Government would have hoped for. We are working with the Government departments concerned to streamline the application process and to accelerate the take up. The scheme in Wales is performing well. The French Government Intervention Scheme is also performing well and we continue to establish agreements to participate in more French 'departments'.

Our strategy remains one of organic growth coupled with acquisition led growth, and we believe we have a strong pipeline of acquisition targets, subject to funding. In this regard, it is pleasing that there is a lot of interest from within the industry for SSW's "roll-up" strategy, which was the principal reason behind the listing.

The investment we have made in customer support platform (Aurora) which already operates across 31 European countries means we are 'open for business' in any country served by the Company's satellite operating partners. This multi-lingual, multi-currency billing, sales, provisioning, and support platform, facilitates efficient growth in new customers, through both organic sales and the acquisition of entire customer bases. The integration into Aurora of acquisition businesses is proceeding on target and should be completed by the end of the March.

If we are successful in the execution of our strategy, the Company seeks to become the largest satellite ISP in Europe by the end of 2017 with over 100,000 customers.

Finally, I would like to put on record my thanks to our shareholders and our staff for their support over the period and look forward to the future with great optimism. I have every confidence that SSW will ultimately become a global success and I look forward to updating shareholders as we continue to progress towards this goal.

Andrew Walwyn

CEO

March 15th 2016

Satellite Solutions Worldwide Group plc (formerly Cleeve Capital plc)

Condensed consolidated statement of comprehensive income

Period ended 30 November 2015

Satellite Solutions Worldwide Group plc (formerly Cleeve Capital plc)

EBITDA pre-exceptional items

Period ended 30 November 2015

This statement reports the consolidated results of Satellite Solutions Worldwide Group Plc (formerly Cleeve Capital plc), which went through a reverse acquisition with Satellite Solutions Worldwide Limited on 12 May 2015. The Group Statement of Comprehensive Income consists of 12 months of Satellite Solutions Worldwide Limited, from 1 December 2014, and from incorporation in September 2014 for Satellite Solutions Worldwide Group Plc. The comparative 2014 figures are for Satellite Solutions Worldwide Limited only. The Company Statement of Financial Position consists of the position for the 15 months ended 30 November 2015 of Satellite Solutions Worldwide Group Plc since incorporation.

In the period to 30 November 2015, group revenues increased by 36% to £7,440k (2014: £5,453k), mainly driven by an increase in organic sales and acquisitions in the last quarter of the financial year. Gross profit increased by 28% to £1,818k (2014: £1,424k). Underlying distribution and administrative expenses increased by 74% to £2,588k (2014: £1,486k) as a result of additional costs of listing on AIM and increased overheads in relation to group business growth.

Group Adjusted results

Adjusted EBITDA (which excludes share based payment charges, taxation, depreciation of tangible assets, amortisation of intangible assets and exceptional items) showed a loss of £770k (2014: loss of £47k). The post-exceptional operating loss widened to £6,011k (2014: loss of £62k).

Group Adjusting and exceptional items

The Group had total exceptional items of £4,987k during the period: adjustment on acquisition of £2,261k and costs of £2,570k (mainly professional and legal fees) were recognised in relation to the acquisition of Satellite Solutions Worldwide Limited. The Group took a charge of £156k (2014: £nil) which related to share based payments including the issue of shares and options to directors and employees. There were no exceptional items in the group year to 30 November 2014.

Group Statutory results

A reconciliation of the statutory loss for the period of £6,011k (2014: £62k loss) to the pre-exceptional operating loss and pre-exceptional EBITDA is shown below:

Reported earnings per share showed a loss of 1.95 pence per share (2014: 307.94 pence per share).

Satellite Solutions Worldwide Group plc (formerly Cleeve Capital plc)

Condensed consolidated statement of financial position

As at 30 November 2015

Satellite Solutions Worldwide Group plc (formerly Cleeve Capital plc)

Condensed consolidated Cash Flow Statement

Period Ended 30 November 2015

Satellite Solutions Worldwide Group plc (formerly Cleeve Capital plc)

Condensed consolidated Reserves Movement

Period Ended 30 November 2015 

Satellite Solutions Worldwide Group plc (formerly Cleeve Capital plc)

Notes to the financial statements

For the period ended 30 November 2015

1. Presentation of financial information and accounting policies

Basis of preparation

Satellite Solutions Worldwide Group plc is a public limited company, incorporated and domiciled in England and Wales under the Companies Act 2006. The address of its registered office is 108 Churchill Road, Bicester, Oxfordshire, England OX26 4XD. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange. The financial statements of Satellite Solutions Worldwide Group plc for the period ended 30 November 2015 were authorised for issue by the Board on 11 March 2016 and the balance sheets signed on the Board's behalf by Frank Waters.

The nature of the Company's operations and its principal activities is the provision of satellite broadband telecommunications and associated / related services and products.

The Group prepares its consolidated financial statements in accordance with International Accounting Standards ("IAS") and International Financial Reporting Standards ("IFRS") as adopted by the EU. The financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments.

The consolidated financial statements are for the 12 months to 30 November 2015. During the period Satellite Solutions Worldwide Group plc (formerly Cleeve Capital plc) completed the acquisition of Satellite Solutions Worldwide Limited. The directors determined that the transaction was akin to a reverse acquisition as per IFRS 3, Business Combinations. However, in order to fall under the category of a Business Combination under IFRS3, the purchase needs to be of a business. The directors have determined that Satellite Solutions Worldwide Group plc did not constitute a business. Therefore, the transaction did not appear to fall under the scope of IFRS3.

In the absence of a Standard that specifically applies to this transaction the Interpretations Committee observed in their IFRIC of March 2013 that such transactions have some features of a reverse acquisition under IFRS 3. Consequently, it is appropriate to apply by analogy, in accordance with paragraphs 10-12 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the guidance in paragraphs B19-B27 of IFRS 3 for reverse acquisitions. Application of the reverse acquisitions guidance by analogy results in the non-listed operating entity being identified as the accounting acquirer, and the listed non-operating entity being identified as the accounting acquire. The Interpretations Committee noted that in applying the reverse acquisition guidance in paragraph B20 of IFRS 3 by analogy, the accounting acquirer is deemed to have issued shares to obtain control of the acquiree. Therefore, for accounting purposes Satellite Solutions Worldwide Limited should account as if it purchased Satellite Solutions Worldwide Group plc (formerly Cleeve Capital plc). However, as no business has been acquired, any difference between the fair value of the assets acquired and the fair value of the shares issued should not be recognised as goodwill, but should be written off to the income statement, in accordance with IFRS 3.

Therefore, the results contained herein treat Satellite Solutions Worldwide Limited as the acquiring company and the historical comparatives are the comparatives of Satellite Solutions Worldwide Limited, rather than of Satellite Solutions Worldwide Group plc.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed further. The principal accounting policies set out below have been consistently applied to all the periods presented in these financial statements, except as stated below.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages 4 to 16. The financial position of the Group, its cash flows and liquidity position are described in the Finance Review on page 8-9. In addition note 23 to the financial statement includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and its exposures to credit risk and liquidity risk.

The financial statements at 30 November 2015 show that the Group generated an operating loss before acquisition costs of £1,023k (2014: £62k), and with cash used in operating activities of £4,528k (2014: £81k) and a net increase in cash and cash equivalents of £1,596k in the period (2014: decrease of £102k). The Group balance sheet also showed cash reserves at 30 November 2015 of £1,671k (2014: £75k).

During the year Satellite Solutions Worldwide Group PLC completed the reverse acquisition of Satellite Solutions Worldwide Limited. As part of this process Satellite Solutions Worldwide Group PLC completed a subscription on 7 April 2015 which raised a total of £5.2 million. Following the transaction the Group raised a further £2.25 million to fund the combined business and to support the growth strategy. The directors note that the business is at an early stage of development which requires investment. This new funding means that the business has a strong balance sheet and funding position going forward.

The Board has concluded that no matters have come to its attention which suggest that the Group will not be able to maintain its current terms of trade with customers and suppliers. The forecasts for the combined Group up to 30 November 2017, including due consideration of the continued operating losses of the Group, and projections, taking account of reasonably possible changes in trading performance, indicate that the Group has sufficient cash available to continue in operational existence throughout the forecast period and beyond. The Board has considered various alternative operating strategies should these be necessary and are satisfied that revised operating strategies could be adopted if and when necessary. As a consequence, the Board believes that the Group is well placed to manage its business risks, and longer term strategic objectives, successfully. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Estimates and judgments

The preparation of a condensed set of financial statements requires management to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities at each period end. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.

In preparing these condensed set of consolidated financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were principally the same as those applied to the Group's and Individual companies financial statements for the year ended 30th November 2014. The seasonality or cyclicality of the operations does not impact on the interim financial Information.

Basis of consolidation

The consolidated financial statements comprise the financial statements of Satellite Solutions Worldwide Group Plc and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

All inter-company balances and transactions have been eliminated in full.

2. Acquisition

On 12 May 2015, Cleeve Capital plc acquired Satellite Solutions Worldwide Limited and subsequently changed its name to Satellite Solutions Worldwide Group plc. On a legal basis the transaction was an acquisition by SSW of SSWL. However, from an accounting and AIM Rules basis, the transaction was a reverse acquisition.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are set out in the table below:

The consideration of £5.6 million was deemed to have been satisfied by the issue of 115,384,615 ordinary shares of Satellite Solutions Worldwide Group plc at a fair value of 4.875 pence per share. Fair value is the trading share price on 12 May 2015. The difference between the total consideration and the fair value of the assets purchased was taken to the statement of comprehensive income and has been classified as an adjustment on acquisition cost. The directors believe that this value, if it had been allowable to be capitalised as a goodwill balance under IFRS, would have represented the goodwill relating to the AIM listing of Satellite Solutions Worldwide Group plc. The Group incurred costs related to the acquisition which have been classified as exceptional due to the size and one-off nature of these costs.

Under the terms of the acquisition, the Directors entered into an agreement not to dispose of any shares for a period of 12 months following completion of the Takeover and admission of the company's shares to trading on AIM, which took place on 12 May 2015.

The acquisition of subsidiary recognised in the cash flow is in respect to the cash acquired.

3. Exceptional items

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount. In this regard the items included in the Condensed consolidated statement of comprehensive income relate primarily to the costs incurred in the process of the reverse takeover.

4. Loss per share

Basic loss per share is calculated by dividing the loss attributable to shareholders by the weighted average number of ordinary shares in issue during the period.

IAS 33 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease earnings per share, or increase the loss per share. For a loss-making company with outstanding share options, net loss per share would be decreased by the exercise of options. Therefore, as per IAS33:36, the antidilutive potential ordinary shares are disregarded in the calculation of diluted EPS.

There are no potentially dilutive ordinary shares.

Reconciliation of the profit and weighted average number of shares used in the calculation are set out below

5. Other capital reserves

Listing cost reserve

The listing cost reserve arose from expenses incurred on AIM listing.

Reserve acquisition reserve

The reverse acquisition reserve relates to the reverse acquisition of Satellite Solutions Worldwide Limited by Satellite Solutions Worldwide Group plc on 12 May 2015.

Foreign exchange translation reserve

The foreign exchange translation reserve is used to record exchange difference arising from the transaction of the final statements of foreign operations.

Share option reserve

The share option reserve is used for the issue of share options during the year.

Merger relief reserve

The merger relief reserve relates to share premium attributable to shares issued in relation to the acquisition of Satellite Solutions Worldwide Limited.

6. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed within the financial statements or related notes.

7. Availability of the Annual Report

The annual report will be posted to shareholders shortly and will be made available for inspection at the Company's registered office during normal business hours on any week day. The Company's registered office is at Satellite House, 108 Churchill Road, Bicester OX26 4XD. The Company is registered in England No. 9223439.

A copy can also be downloaded from the Company's website https://www.satellitesolutionsworldwide.com

All shareholders are welcome to attend the Company's Annual General Meeting on 16 May 2016 which will be held at the offices of Shakespeare Martineau LLP, One America Square, Crosswall, London. EC3N 2SG.