Macaulay Capital PLC Posts Interim Profit Boosted by ICA Group Sale and Warrant Exercise

ICA Group Sale Yields Strong Returns and Fees

The highlight of Macaulay Capital’s interim period was the March 2026 sale of ICA Group Ltd, described as "an undoubted highlight of the six-month period." The deal provided both upfront and deferred consideration, with an enterprise value of a330.45 million on a debt-free, cash-free basis—approximately 10 times ICA’s unaudited adjusted EBITDA for FY25.

Early investors in ICA who held stakes since 2016 saw gross returns up to 15.5 times their initial investment, underscoring the company’s successful investment approach. Following the sale, Macaulay Capital received accrued management and performance fees totaling a3349,508, which significantly contributed to the company’s income and helped shift from a loss in H1 2025 to profit in H1 2026.

Profitability Restored with Increased Income Despite No New Investments

Macaulay Capital returned to profit in the first half of 2026 without making new investments during the period. Income surged to a3478,184 from a3156,809 in H1 2025, a 205% year-on-year increase, primarily due to fees from the ICA transaction. The timing of the sale concentrated income in the first half.

Operating expenses decreased by around 13% to a3332,394 from a3383,209 in H1 2025, driven by lower employment costs and the absence of abort fees incurred previously. This combination of higher income and reduced expenses resulted in a profit before and after tax of a3145,790, compared with a loss of a3226,400 in H1 2025—a positive swing of approximately a3372,190. Earnings per ordinary share stood at 0.94 pence based on a weighted average of 15,552,486 shares.

Cash Position Strengthened by Warrant Exercise and Sale Proceeds

Cash reserves improved significantly to a3980,066 at 30 June 2026 from a3671,770 at 31 December 2025, a 46% increase of a3308,296. This growth was driven by ICA sale proceeds and the exercise of 900,000 Unconditional Founder Warrants by Harry and Tom Horner at 25p per share, generating a3223,200 in gross proceeds net of costs.

Operating activities generated a net cash inflow of a385,096, reflecting solid cash generation despite no new investments. Combined with a3223,200 from warrant exercises, total cash and equivalents increased by a3308,296. The company’s near a31 million cash position offers operational flexibility and potential for new investments. Directors have reviewed cash flow forecasts through June 2027 and affirmed the going concern basis.

Portfolio Composition and Valuation Stable After ICA Sale

After selling ICA Group Ltd, Macaulay Capital holds six portfolio companies, three from the legacy portfolio monitored by Chelverton Asset Management Limited and three identified and financed by Macaulay Capital. Investments are valued at a31,028,440 as of 30 June 2026, unchanged from 31 December 2025 and 30 June 2025, indicating no material valuation changes or unrealised gains/losses during the period.

The company has not provided detailed disclosures on the individual portfolio companies or their prospects. Maintaining a diversified portfolio of six companies preserves exposure to growth and exit opportunities. The stable valuation suggests holdings are maintained at cost or conservative valuations pending further developments.

Horner Family Maintains Controlling Stake Following Warrant Exercise

The Horner family remains the largest shareholder after exercising 900,000 Unconditional Founder Warrants in March 2026 at 25p per share. Their combined holding rose to 8,550,000 shares, representing 53.4% of issued share capital. They also hold 5,000,000 Conditional Founder Warrants exercisable subject to specific conditions tied to Share Options.

The warrant exercise increased issued share capital from 1,510,000 to 1,600,000 shares and boosted the share premium account from a31,588,000 to a31,721,200. The significant controlling interest offers stability but limits minority shareholder influence. Conditional warrants present potential dilution depending on future option exercises.

Business Model Focuses on Growth and Replacement Capital for Private Firms

Macaulay Capital provides growth and replacement capital to established private companies, both through direct investments and by introducing external investors. This supports portfolio companies’ development and allows founder investors partial exits while incentivizing management via equity ownership. Investments typically combine redeemable loan stock and equity, enabling capital return through loan redemption alongside equity upside.

The company also facilitates Enterprise Investment Scheme (EIS) investments where available, offering investors potential inheritance tax relief benefits. The ICA investment exemplifies this model’s success, delivering 15.5 times returns over a decade for early investors.

Market Outlook and Investment Pipeline

Chairman Lindsay Mair’s statement highlights continued attractive investment opportunities within the target market, though only some meet Macaulay Capital’s strict criteria. The company’s selective approach resulted in no new investments in H1 2026.

The company aims to expand its investor base, targeting high-net-worth individuals and family offices interested in growth and replacement capital in private companies. Broadening capital-raising capacity is a priority to support future deals and investor choice. Despite the lack of new investments and portfolio maturity, Macaulay Capital remains optimistic about its business model and growth prospects.

Financial Strength and Balance Sheet Highlights at Mid-Year

At 30 June 2026, shareholders’ funds increased 22% to a32,080,238 from a31,711,248 at 31 December 2025, reflecting the period’s profit and warrant exercise proceeds. Net current assets rose to a31,050,140 from a3682,808, indicating improved working capital.

Fixed assets included a31,658 in tangible assets (a new purchase) and a31,028,440 in investments at fair value through profit or loss, unchanged from prior periods. Current debtors decreased to a3115,199 from a3164,483, and current creditors declined to a345,125 from a358,425, reflecting improved collections and reduced payables.

Regulatory Status and Governance

Macaulay Capital PLC is listed on the AQSE (Apex Segment) under ticker MCAP. Incorporated in England and Wales (No. 14105915), its registered office is The Office Suite, Den House, Den Promenade, Teignmouth, TQ14 8SY. The interim results contain inside information per UK Market Abuse Regulation, with Directors responsible for the announcement.

The unaudited interim financial statements comply with UK GAAP and consolidate Macaulay Capital PLC and Macaulay Management Limited. The prior year’s audited accounts were unqualified. Cairn Financial Advisers LLP serves as AQSE Corporate Adviser and Oberon Capital as broker.