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CPP Cppgroup Plc

186.50
0.00 (0.00%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Cppgroup Plc LSE:CPP London Ordinary Share GB00BMDX5Z93 ORD GBP1.00
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 186.50 183.00 190.00 35 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Security Systems Service 170.71M 523k 0.0591 31.56 16.5M

CPPGroup Plc Half-year Report (8357O)

24/08/2017 7:00am

UK Regulatory


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TIDMCPP

RNS Number : 8357O

CPPGroup Plc

24 August 2017

CPPGROUP PLC

24 AUGUST 2017

HALF YEAR REPORT

FOR THE SIX MONTHSED 30 JUNE 2017

CPPGroup Plc - Half year report for the six months ended 30 June 2017

International revenue growth exceeds decline in the UK renewal book

CPPGroup Plc (CPP or the Group), the innovative product marketing business, today announces its results for the six months ended 30 June 2017.

Highlights

-- Group revenue increased by 18% to GBP41.8 million (H1 2016: GBP35.4 million), representing the first period of growth in over five years

-- International revenues grew 52% to GBP30.3 million (H1 2016: grew 19% to GBP20.0 million) more than compensating for the further reduction in the UK renewal book, which is in managed decline, where revenues declined 26% to GBP11.4 million (H1 2016: declined 30% to GBP15.3 million)

-- Reported operating profit increased 2% to GBP2.7 million (H1 2016: GBP2.6 million). However, underlying operating profit reduced 42% to GBP2.1 million (H1 2016: GBP3.6 million) with the growth from an increasing international customer base not yet covering the decline in the higher margin UK renewal book. In the international business we expect to see continued significant growth in revenues, led by India where we also expect the percentage margin to materially increase as higher margin products enter the mix

   --      Profit after tax increased 15% to GBP2.6 million (H1 2016: GBP2.3 million) 

-- Unrestricted cash position improved significantly to GBP29.6 million (H1 2016: GBP7.8 million) following approval from the PRA to lift the capital and asset restrictions on Homecare Insurance Limited and the receipt of the proceeds from the sale of the York Head Office premises

-- Product development has been re-focused using bespoke development capabilities, which is more removed from the historic UK based in-house strategy. As a first step we have acquired Blink Innovation Limited (Blink), an innovative product and systems developer based in Cork. Blink is already performing as intended working closely in partnership with our business leaders around the world

-- Implemented a change in organisational structure to support growth plans and create cost efficiencies

Jason Walsh, Chief Executive Officer, commented:

"I am pleased with the performance of the business during the first half of this year, which has seen a return to revenue growth for the first time in five years. This was the result of growth in a number of our key international markets, but particularly India, where our consumer-led products and Business Partner relationships have gone from strength to strength.

"During the half, we simplified our operating structure by devolving greater responsibility to our country leaders and acquired Blink, which is performing as intended and is helping to ensure we have the right platform for product innovation. These factors, along with our improved free capital position, will enable us to maximise the significant opportunities for sustainable growth that are available across the Group.

"We are continuing to deliver on our strategic plan and as we enter the second half of the year, we expect to continue this revenue growth momentum and remain confident with the outlook for the full year."

 
 Highlights                          Six months ended 30 June 2017   Six months ended 30 June 2016 
                                                       (Unaudited)                     (Unaudited) 
----------------------------------  ------------------------------  ------------------------------ 
 Revenue (GBP millions)                                       41.8                            35.4 
 Operating profit (GBP millions) 
 - Reported                                                    2.7                             2.6 
 - Underlying(1)                                               2.1                             3.6 
 Profit after tax (GBP millions)                               2.6                             2.3 
 Basic earnings per share (pence)                             0.31                            0.27 
 Net assets (GBP millions)                                    13.1                            12.9 
 Net funds (GBP millions)(2)                                  29.7                            29.5 
 
 

1. Underlying operating profit excludes an exceptional credit of GBP0.8 million (H1 2016: GBP0.5 million charge) and Matching Share Plan (MSP) charges of GBP0.2 million (H1 2016: GBP0.5 million). Further detail of exceptional items is provided in note 4 to the condensed consolidated interim financial statements.

2. Net funds comprise cash and cash equivalents of GBP32.2 million (H1 2016: GBP33.2 million) partially offset by borrowings of GBP2.5 million (H1 2016: GBP3.7 million). Cash and cash equivalents includes cash held for regulatory purposes of GBP2.6 million. Unrestricted cash of GBP29.6 million (H1 2016: GBP7.8 million) represents the Group's cash and cash equivalents less cash held for regulatory purposes. Cash and cash equivalents restricted in the prior period for either regulatory purposes or by the terms of the Voluntary Variation of Permissions (VVOP) was GBP25.4 million.

Enquiries

CPPGroup Plc

Jason Walsh, Chief Executive Officer

Oliver Laird, Chief Financial Officer

Tel: +44 (0)1904 544500

Nominated Adviser and Broker

Investec Bank plc: Sara Hale, James Rudd, Carlton Nelson

Tel: +44 (0)20 7597 5970

Media

Maitland: Neil Bennett, Daniel Yea

Tel: +44 (0)20 7379 5151

Email: cpp-maitland@maitland.co.uk

About CPP

CPP is a leading, innovative product marketing business which works with Business Partners across a range of sectors in 11 markets within Asia, Europe and Latin America to provide product, marketing and distribution expertise delivering tangible commercial benefits and meaningful solutions to their customers. CPP's insurance and assistance products provide peace of mind by reducing the stresses of everyday life ranging from protection of mobile phones, payment cards and household belongings to keeping travel plans moving and the monitoring of compromised personal data.

For more information on CPP visit www.cppgroupplc.com

REGISTERED OFFICE

CPPGroup Plc

Holgate Park

York

YO26 4GA

Registered number: 07151159

CHIEF EXECUTIVE'S STATEMENT

CPP has continued to make good progress during the first half of 2017 as the significant opportunities that are available to the Group continue to materialise and we further develop our strategy to capitalise on them. There have been a number of key milestones and successes achieved that have provided and will provide the necessary momentum and capability to drive the business forward and shape the picture for our future.

Key milestones

We have made major progress during the first half of the year in freeing up the necessary capital to take the Group into the next stage of its strategy.

In May 2017, the Group received approval from the Prudential Regulation Authority (PRA) to lift the non-trading related restrictions for Homecare Insurance Limited (HIL). The lifting of these restrictions allows the Group to develop a structured run-off plan for HIL with the regulator, which will release further capital in the short to medium term for investment in our targeted international growth opportunities within the wider Group.

Additionally, on 30 June 2017, the Group completed the sale and partial leaseback of its Head Office premises in York. The sale proceeds of GBP5.3 million further increased the cash funds available to the Group to reinvest into the business.

This funding will be used to focus on our rapidly expanding international operations, particularly India, China and Turkey, as well as in other more recent investments, such as Blink, the digital travel product and innovation business, which CPP acquired in March 2017.

Improved operational purpose

As part of our strategy we have taken the important step to redesign our organisational structure as it is critical that we have a simplified business model and operating structure that is aligned to our strategic priorities. To promote this we have implemented a decentralised operating model, which has placed far greater operational responsibility with each of our country markets. Our country heads now have more autonomy across a broader aspect of their business including marketing, product selection and financial performance. This change allows our experts in country, who are best placed to understand local demands and opportunities, to make key decisions that affect their business and customers. This is an important development as not only does it create true accountability for the country heads but it also has enabled less reliance on a large, UK based Group function, with the focus now on an efficient Corporate Centre that will provide the appropriate level of support, oversight and governance across the entire Group. The efficiencies obtained from the reduction in size of the Corporate Centre are expected to be approximately GBP2 million annualised and will be reinvested in revenue generating activities within our markets.

At the same time, to enable the Corporate Centre to be completely focused on supporting the Group, it will be relocating to a new Global Head Office. Premises located in Leeds have been agreed and current plans are for the Corporate Centre to transfer to these premises during Q4 2017.

Having the right team in place is also critical and we are pleased that Oliver Laird joined the business as Chief Financial Officer in June 2017. Oliver has more than 10 years' experience in senior finance roles in regulated financial services businesses, most recently as CFO of First Direct Bank. Oliver, along with the rest of the senior team, will have a vital role to play in executing the Group's strategic plans.

Operational review

Revenue performance returns to growth

The Group has continued to perform well financially. One of our strategic priorities for 2017 was to grow revenue and customer volume and the actions we have taken over the last 12 months are seeing this come to fruition.

Revenue has increased by 18% compared to the same period last year, which represents the first reported period of revenue growth in over five years. This growth is driven by our international markets where revenue is 52% higher and includes our Indian business that has almost trebled its revenue period on period.

Our live policy base has once again grown to 4.5 million from 4.3 million in the first half of 2017, reflecting significant new volumes in our priority markets of India, China and Turkey. The impact of this strong new policy volume has been partly offset by continued managed decline in the UK, which includes a one-off impact of over 0.4 million customers from a low revenue wholesale book that closed in May.

The Group operates in three regions: Asia Pacific which accounts for 40% of Group revenue; Europe and Latin America which accounts for 32% of Group revenue; and UK and Ireland which accounts for 28% of Group revenue. The shift in the revenue profile from our established markets to developing markets has continued in H1 2017, with Asia Pacific, led by India, now representing the largest share of the Group's revenue. This change was expected and follows the Group's strategic plan which will see this trend continuing over the short to medium term.

In India, we have continued to grow our revenues and increase profitability through significant customer volume growth. Multiple Business Partner relationships distributing through multiple marketing channels has seen a rapid growth in our three main product lines of Extended Warranty, Card Protection and Mobile Phone Insurance.

Our other key international markets are also making good progress. China is growing revenue as current Business Partner relationships begin to scale and we have recently signed a new Business Partner contract with a top tier bank. These factors, along with IT infrastructure investment, will help to grow the business in H2 2017. Turkey is continuing to increase its revenue, profitability and customer numbers as Business Partner relationships develop and we expand our product and channel propositions. Mexico has also made progress as the renewal book grows and we have recently launched a new campaign for OwlDetect through a leading bank. In Spain, although revenue has fallen, renewal performance continues to be good and underlying operating profit has improved as the business continues to make operational efficiencies.

In the UK, as a recognition that the issues which faced the business in the past have now been remedied, the FCA agreed to lift the capital and asset restrictions placed on HIL and Card Protection Plan Limited (CPPL) as part of the VVOP's. At the same time, the Group decided to place the CPPL back book into managed decline and new business opportunities in the UK will now be focused through Blink. This marks a significant step in the UK business and allows the Group to focus resources on revenue generating opportunities.

The Group's annual renewal rate at 75.7% has continued to strengthen and reflects actions taken in Turkey to improve the retention of customers. Renewal rates in our established markets continue to be strong.

Integration of Blink and new product development

As part of our restructuring, product development is now driven using bespoke development capabilities more removed from the historic UK based in-house strategy. As a first step on 17 March 2017, the Group acquired Blink, an innovative product and systems developer based in Cork. The acquisition represents an exciting development in enhancing the Group's product set and innovation capability. Since acquisition, we have continued to invest and grow the Blink business, whose launch product was part of the FCA's Project Innovate 'sandbox' scheme. Through Blink, CPP will extend its regulatory presence in the UK and an application for full trading permissions is in the process of being submitted to the FCA. The Group will use Blink as a platform to develop innovative assistance and insurance products both for the UK market and internationally. In the UK this will also involve a relaunch of the UK's distribution network.

The acquisition of Blink has provided the Group with the platform to drive this strategy forward and allow meaningful local development to be delivered at pace. To further enhance new product development opportunities, each market will have the capability to build new products locally for use on the Blink platform. The first product of this type will be delivered on the Blink platform in Q4 2017.

Additionally, CPP will look to acquire or partner with other assistance and technology businesses, where appropriate, in order to expand our product portfolio and to capitalise on our distribution networks in our country markets.

Expansion into new and existing jurisdictions

The next phase in the Group's strategy is to focus on its rapidly-expanding international operations, particularly in India, China and Turkey, as well as other more recent investments, and we are preparing to enter new markets in the first half of 2018, where the Group believes it can harness existing regional distribution and operating synergies to develop a strong regional network.

In China, we are investing further in developing the IT infrastructure capabilities of the business, which will allow it to develop targeted new business partnerships in the financial services and insurance sectors, as well as providing the capability for it to operate more efficiently and independently within the Chinese marketplace.

Over the last 12 months, the Indian business has grown and now contributes a significant portion of Group revenue. As the Indian market continues to develop, the intention is to invest further in developing new products and marketing channels to ensure that the Group is well placed to capture new Business Partners and secure existing Business Partners for the longer term.

Financial review

Summary

Group revenue has increased by 18% for the half year to GBP41.8 million (H1 2016: GBP35.4 million). Returning to revenue growth is an important step in the development of the Group and reflects our continued progress in the Indian and Turkish markets, partly offset by the continued natural decline in the historic UK renewal book. New business opportunities in the UK will be focused through Blink where an application for trading permissions is in progress.

Reported operating profit in the first half of year has increased to GBP2.7 million (H1 2016: GBP2.6 million). As expected, underlying operating profit, which excludes an exceptional credit of GBP0.8 million and MSP charges of GBP0.2 million, has declined period on period to GBP2.1 million (H1 2016: GBP3.6 million). This reflects the shift in the revenue mix from higher margin, back book focused European markets to lower margin growth markets such as India and China, as well as the significant reinvestment we are making in our markets and costs associated with the operational restructure. Plans are in place to improve the margin levels in these developing markets through focus on renewal rates and the extension of the business into products with greater functionality and consequently higher margins.

The exceptional credit of GBP0.8 million (H1 2016: GBP0.5 million charge) in the period comprises GBP0.6 million reversal of impairment on the freehold land and property prior to disposal of the York Head Office and GBP0.2 million customer redress credit.

Net finance costs and taxation total GBP0.1 million (H1 2016: GBP0.3 million). Profit after tax has increased to GBP2.6 million (H1 2016: GBP2.3 million) due to exceptional items which are a credit in H1 2017 compared to a charge in H1 2016.

Balance sheet, financing and cash flow

The Group's net asset position has increased to GBP13.1 million (31 December 2016: GBP10.1 million). The current borrowing arrangements are a GBP5.0 million revolving credit facility (RCF) which is available until February 2018. At 30 June 2017, the balance on the RCF was GBP2.5 million, although this has been repaid subsequent to the balance sheet date. Discussions with our lender regarding a renewal of the facility have been positive and are at an advanced stage.

The Group's net funds position has increased to GBP29.7 million at 30 June 2017 (31 December 2016: GBP26.9 million). This improvement reflects the proceeds from the sale of the York Head Office partly offset by the acquisition of Blink. The net funds position includes cash balances of GBP32.2 million which following the lifting of the VVOP asset restrictions on HIL and CPPL has improved the availability of our cash resources for investment within the Group. At 31 December 2016, GBP18.7 million was held in the Group's regulated entities with any distribution requiring either PRA or FCA approval; at 30 June 2017, the only remaining restriction on our cash balances relate to HIL's regulatory capital requirements, with the current minimum level of cash required to be held in the business being GBP2.6 million. Our unrestricted cash has, therefore, increased to GBP29.6 million, a position which is approximately GBP20 million higher than at 31 December 2016. This represents a major step to have the flexibility to invest resources around the Group to capitalise on the opportunities that exist.

Summary and outlook

The Group's financial and operational performance is progressing as planned and our expectations for the full year remain unchanged. CPP is at a very exciting stage in its journey. We have implemented a new organisational design and have the resources freely available to invest in the many exciting opportunities we see to secure sustainable growth for the Group.

Jason Walsh

Chief Executive Officer

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT

 
                                                   6 months ended                                       Year ended 
                                                     30 June 2017   6 month ended 30 June 2016    31 December 2016 
                                                          GBP'000                      GBP'000             GBP'000 
                                            Note      (Unaudited)                  (Unaudited)           (Audited) 
 Continuing operations 
  Revenue                                                  41,822                       35,441              73,649 
  Cost of sales                                          (20,759)                     (12,230)            (27,737) 
 
 Gross profit                                              21,063                       23,211              45,912 
  Administrative expenses                                (18,382)                     (20,586)            (47,693) 
 
 Operating profit/(loss)                                    2,681                        2,625             (1,781) 
 
  Analysed as: 
  Underlying operating profit                3              2,113                        3,650               8,365 
  Exceptional items                          4                766                        (549)             (9,172) 
  MSP charges                                13             (198)                        (476)               (974) 
-----------------------------------------  ----- 
 
  Investment revenues                                          84                          120                 231 
  Finance costs                                             (160)                        (224)               (325) 
 
 Profit/(loss) before taxation                              2,605                        2,521             (1,875) 
  Taxation                                   5                 18                        (230)               1,342 
 
 Profit/(loss) for the period from 
  continuing operations                                     2,623                        2,291               (533) 
 Discontinued operations 
  Profit for the period from discontinued 
   operations                                                   -                            -                 579 
                                                  ---------------  ---------------------------  ------------------ 
 Profit for the period attributable to 
  equity holders of the Company                             2,623                        2,291                  46 
                                                  ---------------  ---------------------------  ------------------ 
 
 Basic earnings/(loss) per share: 
  Continuing operations                      7               0.31                         0.27              (0.06) 
  Discontinued operations                    7                  -                            -                0.07 
                                                  ---------------  ---------------------------  ------------------ 
                                                             0.31                         0.27                0.01 
                                                  ---------------  ---------------------------  ------------------ 
 
 
 Diluted earnings/(loss) per share: 
  Continuing operations                7   0.30   0.26   (0.06) 
  Discontinued operations              7      -      -     0.07 
                                          -----  -----  ------- 
                                           0.30   0.26     0.01 
                                          -----  -----  ------- 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                                                                        Year ended 
                                     6 months ended 30 June 2017   6 months ended 30 June 2016    31 December 2016 
                                                         GBP'000                       GBP'000             GBP'000 
                                                     (Unaudited)                   (Unaudited)           (Audited) 
 
 Profit for the period                                     2,623                         2,291                  46 
 
 Items that may be reclassified 
 subsequently to profit or loss: 
  Exchange differences on 
   translation of foreign 
   operations                                              (116)                          (10)                (62) 
 
 Other comprehensive expense for 
  the period net of taxation                               (116)                          (10)                (62) 
                                    ----------------------------  ----------------------------  ------------------ 
 Total comprehensive 
  income/(expense) for the period 
  attributable to equity holders 
  of the 
  Company                                                  2,507                         2,281                (16) 
                                    ----------------------------  ----------------------------  ------------------ 
 

CONSOLIDATED BALANCE SHEET

 
                                                                    30 June 2017   30 June 2016   31 December 2016 
                                                                         GBP'000        GBP'000            GBP'000 
                                                             Note    (Unaudited)    (Unaudited)          (Audited) 
 Non-current assets 
  Goodwill                                                      8            776              -                  - 
  Other intangible assets                                       8          2,158          7,893              2,136 
  Property, plant and equipment                                 8            879          3,545              5,316 
  Deferred tax asset                                                         394            274                818 
                                                                   -------------  -------------  ----------------- 
                                                                           4,207         11,712              8,270 
                                                                   -------------  -------------  ----------------- 
 Current assets 
  Insurance assets                                                            48            209                 62 
  Inventories                                                                 29             37                 40 
  Trade and other receivables                                             23,325         12,281             16,991 
  Cash and cash equivalents                                     9         32,199         33,222             28,250 
                                                                   -------------  -------------  ----------------- 
                                                                          55,601         45,749             45,343 
 Total assets                                                             59,808         57,461             53,613 
                                                                   -------------  -------------  ----------------- 
 Current liabilities 
  Insurance liabilities                                                    (735)          (970)              (863) 
  Income tax liabilities                                                 (1,245)        (2,317)            (1,946) 
  Trade and other payables                                      2       (24,903)       (28,195)           (25,383) 
  Borrowings                                                   10        (2,457)        (1,367)            (1,391) 
  Provisions                                                   11          (201)        (1,771)            (1,143) 
  Deferred revenue                                              2       (17,185)        (7,370)           (12,716) 
                                                                                  -------------  ----------------- 
                                                                        (46,726)       (41,990)           (43,442) 
                                                                   -------------  -------------  ----------------- 
 Net current assets                                                        8,875          3,759              1,901 
                                                                   -------------  -------------  ----------------- 
 Non-current liabilities 
  Borrowings                                                   10              -        (2,384)                 80 
  Deferred tax liabilities                                                     -          (141)              (103) 
                                                                               -        (2,525)               (23) 
                                                                   -------------  -------------  ----------------- 
 Total liabilities                                                      (46,726)       (44,515)           (43,465) 
                                                                   -------------  -------------  ----------------- 
 Net assets                                                               13,082         12,946             10,148 
                                                                   =============  =============  ================= 
 Equity 
  Share capital                                                12         23,975         23,975             23,975 
  Share premium account                                                   45,225         45,225             45,225 
  Merger reserve                                                       (100,399)      (100,399)          (100,399) 
  Translation reserve                                                        813            981                929 
  ESOP reserve                                                            15,126         13,889             14,516 
  Retained earnings                                                       28,342         29,275             25,902 
 Total equity attributable to equity holders of the 
  Company                                                                 13,082         12,946             10,148 
                                                                   =============  =============  ================= 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                      Share 
                        Share       premium          Merger       Translation       Equalisation          ESOP       Retained 
                      capital       account         reserve           reserve            reserve       reserve       earnings         Total 
                      GBP'000       GBP'000         GBP'000           GBP'000            GBP'000       GBP'000        GBP'000       GBP'000 
 6 months ended 
  30 June 2017 
  (Unaudited) 
 At 1 January 2017     23,975        45,225       (100,399)               929                  -        14,516         25,902        10,148 
 
 Total 
  comprehensive 
  income                    -             -               -             (116)                  -             -          2,623         2,507 
 Equity settled 
  share-based 
  payment charge            -             -               -                 -                  -           401              -           401 
 Movement in EBT 
  shares                    -             -               -                 -                  -           209              -           209 
 Exercise of share 
  options                   -             -               -                 -                  -             -          (183)         (183) 
 At 30 June 2017       23,975        45,225       (100,399)               813                  -        15,126         28,342        13,082 
                     ========      ========      ==========      ============      =============      ========      =========      ======== 
 6 months ended 
  30 June 2016 
  (Unaudited) 
 At 1 January 2016     23,939        45,225       (100,399)               991              6,243        13,093         20,923        10,015 
 
 Total 
  comprehensive 
  income                    -             -               -              (10)                  -             -          2,291         2,281 
 
 Movement on 
  equalisation 
  reserve (note 2)          -             -               -                 -            (6,243)             -          6,243             - 
 Current tax charge 
  on equalisation 
  reserve movement          -             -               -                 -                  -             -          (182)         (182) 
 Equity settled 
  share-based 
  payment charge            -             -               -                 -                  -           796              -           796 
 Exercise of share 
  options                  36             -               -                 -                  -             -              -            36 
 At 30 June 2016       23,975        45,225       (100,399)               981                  -        13,889         29,275        12,946 
                     ========      ========      ==========      ============      =============      ========      =========      ======== 
 Year ended 
  31 December 2016 
  (Audited) 
 At 1 January 2016     23,939        45,225       (100,399)               991              6,243        13,093         20,923        10,015 
 
 Total 
  comprehensive 
  expense                   -             -               -              (62)                  -             -             46          (16) 
 
 Movement on 
  equalisation 
  reserve                   -             -               -                 -            (6,243)             -          6,243             - 
 Current tax charge 
  on equalisation 
  reserve movement          -             -               -                 -                  -             -        (1,249)       (1,249) 
 Equity settled 
  share-based 
  payment charge            -             -               -                 -                  -         1,486              -         1,486 
 Deferred tax on 
  share-based 
  payment charge            -             -               -                 -                  -             -           (11)          (11) 
 Movement in EBT 
  shares                    -             -               -                 -                  -          (63)              -          (63) 
 Exercise of share 
  options                  36             -               -                 -                  -             -           (50)          (14) 
 At 31 December 
  2016                 23,975        45,225       (100,399)               929                  -        14,516         25,902        10,148 
                     ========      ========      ==========      ============      =============      ========      =========      ======== 
 
 

CONSOLIDATED CASH FLOW STATEMENT

 
                                                               6 months ended   6 months ended          Year ended 
                                                        Note     30 June 2017     30 June 2016    31 December 2016 
                                                                      GBP'000          GBP'000             GBP'000 
                                                                  (Unaudited)      (Unaudited)           (Audited) 
 
 Net cash used in operating activities                   15           (1,409)          (6,098)             (7,209) 
 
 Investing activities 
  Interest received                                                        84              120                 243 
  Proceeds from sale of freehold property                8              5,325                -                   - 
  Purchases of property, plant and equipment                            (236)            (186)               (592) 
  Purchases of intangible assets                                         (52)          (2,513)             (3,812) 
  Acquisition of a subsidiary                            14             (862)                -                   - 
 
 Net cash from/(used in) investing activities                           4,259          (2,579)             (4,161) 
                                                              ---------------  ---------------  ------------------ 
 
 Financing activities 
  Proceeds from/(repayment of) bank loans                               2,500            1,500             (1,000) 
  Repayment of the Second Commission Deferral                         (1,304)                -                   - 
  Agreement 
  Interest paid                                                         (210)            (189)               (230) 
  Issue/(purchase) of ordinary share capital and 
   associated costs                                                        26               36                (76) 
 
 Net cash from/(used in) financing activities                           1,012            1,347             (1,306) 
                                                              ---------------  ---------------  ------------------ 
 Net increase/(decrease) in cash and cash equivalents                   3,862          (7,330)            (12,676) 
 
  Effect of foreign exchange rate changes                                  87              742               1,116 
  Cash and cash equivalents at start of period                         28,250           39,810              39,810 
 
 Cash and cash equivalents at end of period                            32,199           33,222              28,250 
                                                              ===============  ===============  ================== 
 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

   1    General information 

The condensed consolidated interim financial statements for the six months ended 30 June 2017 do not constitute statutory accounts as defined under Section 434 of the Companies Act 2006. The Financial Statements for the year ended 31 December 2016 were approved by the Board on 23 March 2017 and have been delivered to the Registrar of Companies. The Auditor, Deloitte LLP, reported on these financial statements; their report was unqualified, did not contain an emphasis of matter paragraph and did not contain statements under s498 (2) or (3) of the Companies Act 2006.

   2    Accounting policies 

Basis of preparation

The unaudited condensed consolidated interim financial statements for the six months ended 30 June 2017 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union.

The condensed consolidated interim financial statements should be read in conjunction with the Annual Report and Financial Statements ("the Financial Statements") for the year ended 31 December 2016, which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The prior period balance sheets have been re-presented to separately disclose deferred revenue due to the material nature of this balance. Deferred revenue was previously presented within trade and other payables. Following the implementation of Solvency II in 2016 the comparative period balance sheet equity position has been re-presented to show the equalisation reserve as transferred to retained earnings.

The condensed consolidated interim financial statements were approved for release on 23 August 2017.

New and amended standards and interpretations need to be adopted in the interim financial statements issued after their effective date (or date of early adoption). There are no new IFRSs or IFRICs that are effective for the first time for the six months ended 30 June 2017 which have a material impact on the Group.

Goodwill accounting policy

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

Goodwill is not subject to amortisation but is tested for impairment annually.

Going concern

The Group has continued to trade profitably in the first half of 2017 and taking account of reasonably possible changes in trading performance, the forecasts show that the Group has the necessary resources to trade and operate within the level of its borrowing facilities.

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the condensed consolidated interim financial statements.

   3    Segmental analysis 

Segment revenue and performance for the current and comparative periods have been as follows:

 
 
                                                  Europe 
                                    UK and     and Latin       Asia 
                                   Ireland       America    Pacific     Total 
 Six months ended 30               GBP'000       GBP'000    GBP'000   GBP'000 
  June 2017 (Unaudited) 
 Continuing operations 
 Revenue - external 
  sales                             11,540        13,522     16,760    41,822 
                                 ---------  ------------  ---------  -------- 
 
 Regional underlying 
  operating (loss)/profit          (1,835)         2,758      1,190     2,113 
                                 ---------  ------------  --------- 
 
 Exceptional items (note 
  4)                                                                      766 
 MSP charges (note 13)                                                  (198) 
 Operating profit                                                       2,681 
 Investment revenues                                                       84 
 Finance costs                                                          (160) 
                                                                     -------- 
 Profit before taxation                                                 2,605 
 Taxation                                                                  18 
                                                                     -------- 
 Profit for the period 
  from continuing operations                                            2,623 
 Discontinued operations 
 Profit for the period                                                      - 
  from discontinued operations 
                                                                     -------- 
 Profit for the period                                                  2,623 
                                                                     ======== 
 
 
 
                                                  Europe 
                                    UK and     and Latin       Asia 
                                   Ireland       America    Pacific     Total 
 Six months ended 30               GBP'000       GBP'000    GBP'000   GBP'000 
  June 2016 (Unaudited) 
 Continuing operations 
 Revenue - external 
  sales                             15,482        13,441      6,518    35,441 
                                 ---------  ------------  ---------  -------- 
 
 Regional underlying 
  operating profit                     656         2,302        692     3,650 
                                 ---------  ------------  --------- 
 
 Exceptional items (note 
  4)                                                                    (549) 
 MSP charges (note 13)                                                  (476) 
 Operating profit                                                       2,625 
 Investment revenues                                                      120 
 Finance costs                                                          (224) 
                                                                     -------- 
 Profit before taxation                                                 2,521 
 Taxation                                                               (230) 
                                                                     -------- 
 Profit for the period 
  from continuing operations                                            2,291 
 Discontinued operations 
 Profit for the period                                                      - 
  from discontinued operations 
                                                                     -------- 
 Profit for the period                                                  2,291 
                                                                     ======== 
 
 
 
                                                  Europe 
                                    UK and     and Latin       Asia 
                                   Ireland       America    Pacific     Total 
 Year ended 31 December            GBP'000       GBP'000    GBP'000   GBP'000 
  2016 (Audited) 
 Continuing operations 
 Revenue - external sales           28,757        27,619     17,273    73,649 
                                 ---------  ------------  ---------  -------- 
 
 Regional underlying 
  operating profit                   1,521         5,201      1,643     8,365 
                                 ---------  ------------  --------- 
 
 Exceptional items (note 
  4)                                                                  (9,172) 
 MSP charges (note 13)                                                  (974) 
 Operating loss                                                       (1,781) 
 Investment revenues                                                      231 
 Finance costs                                                          (325) 
 Loss before taxation                                                 (1,875) 
 Taxation                                                               1,342 
                                                                     -------- 
 Loss for the year from 
  continuing operations                                                 (533) 
 Discontinued operations 
 Profit for the year 
  from discontinued operations                                            579 
                                                                     -------- 
 Profit for the year                                                       46 
                                                                     ======== 
 

For the purposes of resource allocation and assessing performance, operating costs and revenues are allocated to the regions in which they are earned or incurred. The above does not reflect additional annual net charges of central costs of GBP2,359,000 presented within UK and Ireland in the table above which has been charged to other regions for statutory purposes.

Segmental assets

 
                                               30 June 2017   30 June 2016   31 December 2016 
                                                    GBP'000        GBP'000            GBP'000 
                                                (Unaudited)    (Unaudited)          (Audited) 
 
 UK and Ireland                                      29,977         42,344             30,454 
 Europe and Latin America                             8,870          8,773              8,262 
 Asia Pacific                                        19,791          6,070             14,038 
 
 
 Total segment assets                                58,638         57,187             52,754 
 Assets relating to discontinued operations               -              -                 41 
 Unallocated assets                                   1,170            274                818 
 
 
 Consolidated total assets                           59,808         57,461             53,613 
 
 

Goodwill and deferred tax are not allocated to segments.

Capital expenditure

 
                                                                           Property, plant and 
                                Intangible assets                                equipment 
                    ----------------------------------------- 
                                                                   6 months 
                        6 months      6 months           Year         ended      6 months           Year 
                           ended         ended          ended            30         ended          ended 
                         30 June       30 June    31 December          June       30 June    31 December 
                            2017          2016           2016          2017          2016           2016 
                         GBP'000       GBP'000        GBP'000       GBP'000       GBP'000        GBP'000 
                     (Unaudited)   (Unaudited)      (Audited)   (Unaudited)   (Unaudited)      (Audited) 
  Continuing 
   operations 
  UK and Ireland              86         3,082          3,780            98           165            478 
  Europe and 
   Latin America              17            27             32           126            12             27 
  Asia Pacific                35             -              -            12             9             87 
 
  Total continuing 
   operations                138         3,109          3,812           236           186            592 
                    ============  ============  =============  ============  ============  ============= 
 

Revenue from major products

 
                                                                                                    Year ended 
                                 6 months ended 30 June 2017   6 months ended 30 June 2016    31 December 2016 
                                                     GBP'000                       GBP'000             GBP'000 
                                                 (Unaudited)                   (Unaudited)           (Audited) 
 Continuing operations 
 Retail assistance policies                           39,910                        32,401              68,013 
 Retail insurance policies                               563                         1,507               2,473 
 Wholesale policies                                    1,097                         1,188               2,503 
 Non-policy revenue                                      252                           345                 660 
                                ----------------------------  ----------------------------  ------------------ 
 Revenue from continuing 
  operations                                          41,822                        35,441              73,649 
                                ============================  ============================  ================== 
 

Major product streams are disclosed on the basis monitored by the Board of Directors. For the purpose of this product analysis, "retail assistance policies" are those which may be insurance backed but contain a bundle of assistance and other benefits; "retail insurance policies" are those which protect against a single insurance risk; "wholesale policies" are those which are provided by Business Partners to their customers in relation to an ongoing product or service which is provided for a specified period of time; "non-policy revenue" is that which is not in connection with providing an ongoing service to policyholders for a specified period of time.

Geographical information

The Group operates across a wide number of territories, of which India, the UK and Spain are considered individually material. Revenue from external customers and non-current assets (excluding goodwill and deferred tax) by geographical location are detailed below.

 
                                 External revenues                          Non-current assets 
                     ----------------------------------------- 
                         6 months      6 months           Year 
                            ended         ended          ended            30 
                          30 June       30 June    31 December          June       30 June   31 December 
                             2017          2016           2016          2017          2016          2016 
                          GBP'000       GBP'000        GBP'000       GBP'000       GBP'000       GBP'000 
                      (Unaudited)   (Unaudited)      (Audited)   (Unaudited)   (Unaudited)     (Audited) 
  Continuing 
   operations 
  India                    15,731         5,575         15,163            88            15            90 
  UK                       11,363        15,264         28,358         2,532        11,180         7,074 
  Spain                     5,830         6,067         11,997           146           111            92 
  Other                     8,898         8,535         18,131           271           132           196 
 
  Total continuing 
   operations              41,822        35,441         73,649         3,037        11,438         7,452 
                     ============  ============  =============  ============  ============  ============ 
 
   4    Exceptional items 
 
 
                                                                                                        Year ended 
                                    6 months ended 30 June 2017   6 months ended 30 June 2016     31 December 2016 
                                                        GBP'000                       GBP'000              GBP'000 
                                                    (Unaudited)                   (Unaudited)            (Audited) 
 
 Reversal of freehold property 
  impairment                                              (601)                             -              (1,534) 
 Customer redress and associated 
  costs                                                   (165)                             -                (100) 
 Aborted IT platform and 
  associated contractual 
  settlement costs                                            -                             -                9,104 
 Restructuring costs                                          -                             -                1,170 
 Requisition costs                                            -                           549                  532 
 Exceptional (credit)/charge 
  included in operating profit                            (766)                           549                9,172 
 Tax on exceptional items                                     -                             -                (436) 
                                   ----------------------------  ----------------------------  ------------------- 
 Total exceptional 
  (credit)/charge after tax                               (766)                           549                8,736 
                                   ============================  ============================  =================== 
 

Reversal of freehold property impairment is a credit of GBP601,000 (H1 2016: GBPnil; year ended 31 December 2016: GBP1,534,000) and reflects the write-back of the asset to its disposal value less costs to sell.

Customer redress and associated costs are a credit of GBP165,000 (H1 2016: GBPnil; year ended 31 December 2016: GBP100,000) and relate to a release of provision in line with the latest estimate of residual customer redress activity.

   5    Taxation 

The effective tax rate at the half year is negative 0.7% (H1 2016: positive 9.1%; year ended 31 December 2016: positive 71.6%). The effective rate is lower than the standard rate of corporation tax in the UK due to the release of tax liabilities that are now considered remote partly offset by higher rates of tax on overseas profits. The 2017 full year rate may vary from this as the release of the tax liabilities has a one-off impact and the territory mix of future 2017 profits may vary.

   6    Dividends 

The Directors have not proposed an interim dividend for 2017.

   7    Earnings per share 

Basic and diluted earnings per share have been calculated in accordance with IAS 33 "Earnings per Share". Underlying earnings per share have also been presented in order to give a better understanding of the performance of the business.

 
 
  Six months ended 30 June 2017 
  (Unaudited)                               Continuing operations   Discontinued operations         Total 
 Earnings                                                 GBP'000                   GBP'000       GBP'000 
 
 Profit for the purposes of basic and 
  diluted earnings per share                                2,623                         -         2,623 
 Exceptional items (net of tax)                             (766)                         -         (766) 
 MSP charges (net of tax)                                     198                         -           198 
 Earnings for the purposes of underlying 
  basic and diluted earnings per share                      2,055                         -         2,055 
                                           ======================  ========================  ============ 
 
 Number of shares                                                                                  Number 
                                                                                              (thousands) 
 Weighted average number of ordinary 
  shares for the purposes of basic 
  earnings per share                                                                              856,481 
 Effect of dilutive potential ordinary 
  shares: share options                                                                            18,709 
                                                                                             ------------ 
 Weighted average number of ordinary 
  shares for the purposes of diluted 
  earnings per share                                                                              875,190 
 
 Earnings per share                         Continuing operations   Discontinued operations         Total 
                                                            Pence                     Pence         Pence 
 Basic and diluted earnings per share 
  Basic                                                      0.31                         -          0.31 
  Diluted                                                    0.30                         -          0.30 
                                           ======================  ========================  ============ 
 
 Basic and diluted underlying 
 earnings per share 
  Basic                                                      0.24                         -          0.24 
  Diluted                                                    0.23                         -          0.23 
                                           ======================  ========================  ============ 
 
 
 
  Six months ended 30 June 2016 
  (Unaudited)                                  Continuing operations   Discontinued operations     Total 
 Earnings                                                    GBP'000                   GBP'000   GBP'000 
 
 Earnings for the purposes of basic and 
  diluted earnings per share                                   2,291                         -     2,291 
 Exceptional items (net of tax)                                  549                         -       549 
 MSP charges (net of tax)                                        476                         -       476 
 Earnings for the purposes of underlying 
  basic and diluted earnings per share                         3,316                         -     3,316 
                                              ======================  ========================  ======== 
 
 
 
 Number of shares                                                                                  Number 
                                                                                              (thousands) 
 Weighted average number of ordinary 
  shares for the purposes of basic 
  earnings per share                                                                              852,854 
 Effect of dilutive potential ordinary 
  shares: share options                                                                            27,902 
                                                                                             ------------ 
 Weighted average number of ordinary 
  shares for the purposes of diluted 
  earnings per share                                                                              880,756 
 
 Earnings per share                         Continuing operations   Discontinued operations         Total 
                                                            Pence                     Pence         Pence 
 Basic and diluted earnings per share 
  Basic                                                      0.27                         -          0.27 
  Diluted                                                    0.26                         -          0.26 
                                           ======================  ========================  ============ 
 
 Basic and diluted underlying 
 earnings per shares 
  Basic                                                      0.39                         -          0.39 
  Diluted                                                    0.38                         -          0.38 
                                           ======================  ========================  ============ 
 
 
 Year ended 31 December 2016 
 (Audited)                                 Continuing operations   Discontinued operations        Total 
 (Loss)/earnings                                         GBP'000                   GBP'000      GBP'000 
 
 (Loss)/earnings for the purposes of 
  basic and diluted (loss)/earnings per 
  share                                                    (533)                       579           46 
 Exceptional items (net of tax)                            8,736                         -        8,736 
 MSP charges (net of tax)                                    698                         -          698 
 Earnings for the purposes of underlying 
  basic and diluted earnings per share                     8,901                       579        9,480 
                                          ======================  ========================  =========== 
 
 Number of shares                                                                                Number 
                                                                                            (thousands) 
Weighted average number of ordinary 
 shares for the purposes of basic 
 (loss)/earnings per share 
 and basic underlying earnings per share                                                        854,677 
Effect of dilutive potential ordinary 
 shares: share options                                                                           28,506 
Weighted average number of ordinary 
 shares for the purposes of diluted 
 underlying earnings 
 per share                                                                                      883,183 
 
 
 
 
(Loss)/earnings per share                        Continuing operations  Discontinued operations  Total 
                                                                 Pence                    Pence  Pence 
Basic and diluted (loss)/earnings per share 
  Basic                                                         (0.06)                     0.07   0.01 
  Diluted                                                       (0.06)                     0.07   0.01 
Basic and diluted underlying earnings per 
shares 
  Basic                                                           1.04                     0.07   1.11 
  Diluted                                                         1.00                     0.07   1.07 
 
 
   8    Tangible and intangible assets 
 
                                  Goodwill  Other intangible assets  Property, plant and equipment    Total 
                                   GBP'000                  GBP'000                        GBP'000  GBP'000 
 Six months ended 30 
  June 2017 (Unaudited) 
 Carrying amount at 1 
  January 2017                           -                    2,136                          5,316    7,452 
 
 Additions                             776                      138                            236    1,150 
 Disposals                               -                        -                        (5,040)  (5,040) 
 Amortisation/depreciation               -                    (116)                          (232)    (348) 
 Exchange adjustments                    -                        -                            (2)      (2) 
 Impairment reversal                     -                        -                            601      601 
 
Carrying amount at 30 June 2017        776                    2,158                            879    3,813 
 
 Six months ended 30 
  June 2016 (Unaudited) 
 Carrying amount at 1 
  January 2016                           -                    4,825                          3,502    8,327 
 
 Additions                               -                    3,109                            186    3,295 
 Disposals                               -                        -                           (15)     (15) 
 Amortisation/depreciation               -                     (49)                          (149)    (198) 
 Exchange adjustments                    -                        8                             21       29 
 
Carrying amount at 30 June 2016          -                    7,893                          3,545   11,438 
 
 Year ended 31 December 
  2016 (Audited) 
 Carrying amount at 1 
  January 2016                           -                    4,825                          3,502    8,327 
 
 Additions                               -                    3,812                            592    4,404 
 Disposals                               -                        -                           (19)     (19) 
 Amortisation/depreciation               -                    (104)                          (400)    (504) 
 Exchange adjustments                    -                        7                            107      114 
 (Impairment)/impairment 
  reversal                               -                  (6,404)                          1,534  (4,870) 
 
 Carrying amount at 30 
  June 2016                              -                    2,136                          5,316    7,452 
 

Goodwill of GBP776,000 was generated on the acquisition of Blink. Further detail of the acquisition is included in note 14.

During the year, the Group has recognised a GBP601,000 reversal of prior year impairment of freehold land and property to reflect its disposal value less costs to sell. The impairment reversal has been recognised as an exceptional credit through the consolidated income statement. On 30 June 2017, the Group disposed of the freehold land and property for total consideration of GBP5,325,000.

   9    Cash and cash equivalents 

Cash and cash equivalents of GBP32,199,000 (H1 2016: GBP33,222,000; 31 December 2016: GBP28,250,000) comprises cash held on demand by the Group and short term deposits.

Cash and cash equivalents includes GBP2,571,000 cash maintained by the Group's insurance business for solvency purposes. During the period the VVOP asset restrictions previously in place with the Group's regulated entities, HIL and CPPL, have been lifted. The VVOP prevented cash held within HIL and CPPL being distributed to the wider Group without FCA approval. The comparative cash and cash equivalents therefore included H1 2016: GBP25,402,000; and 31 December 2016: GBP18,727,000 which was held in HIL and CPPL either for solvency purposes or due to the VVOP restrictions.

10 Borrowings

 
                                       30 June 2017  30 June 2016  31 December 2016 
                                            GBP'000       GBP'000           GBP'000 
                                        (Unaudited)   (Unaudited)         (Audited) 
 
Bank loans due within one year                2,500             -                 - 
Less: unamortised issue costs                  (43)             -                 - 
Second Commission Deferral Agreement              -         1,367             1,391 
Borrowings due within one year                2,457         1,367             1,391 
Bank loans due outside of one year                -         2,500                 - 
Less: unamortised issue costs                     -         (116)              (80) 
Borrowings due outside of one year                -         2,384              (80) 
 

The Group's bank debt is in the form of a GBP5,000,000 revolving credit facility (RCF). At 30 June 2017, the Group has an undrawn committed borrowing facility of GBP2,500,000 (H1 2016: GBP2,500,000; 31 December 2016: GBP5,000,000).

The RCF is secured by fixed and floating charges on certain assets of the Group.

11 Provisions

 
                                                Customer redress and associated 
                                                                          costs  Onerous leases    Total 
                                                                        GBP'000         GBP'000  GBP'000 
Six months ended 30 June 2017 
(Unaudited) 
At 1 January 2017                                                           476             667    1,143 
 
Credited to the income statement                                          (165)               -    (165) 
Customer redress and associated costs 
 paid in the period                                                       (110)               -    (110) 
Utilisation of onerous lease provision in 
 the period                                                                   -           (667)    (667) 
 
At 30 June 2017                                                             201               -      201 
 
Six months ended 30 June 2016 
(Unaudited) 
At 1 January 2016                                                         1,611             829    2,440 
 
Customer redress and associated costs 
 paid in the period                                                       (346)               -    (346) 
Utilisation of onerous lease provision in 
 the period                                                                   -           (323)    (323) 
 
At 30 June 2016                                                           1,265             506    1,771 
 
Year ended 31 December 2016 (Audited) 
At 1 January 2016                                                         1,611             829    2,440 
 
(Credited)/charged to the income 
 statement                                                                (100)             500      400 
Customer redress and associated costs 
 paid in the year                                                       (1,035)               -  (1,035) 
Utilisation of onerous lease provision in 
 the year                                                                     -           (662)    (662) 
 
At 31 December 2016                                                         476             667    1,143 
 

The customer redress and associated costs provision is expected to be settled within one year of the balance sheet date.

The Group has made certain commercial and contractual decisions that are not yet agreed with all affected parties. The Group is satisfied with its position from both a legal and regulatory perspective. Appropriate financial provisions are in place in respect of these matters and are included in trade and other payables.

12 Share capital

Share capital at 30 June 2017 amounted to GBP23,975,000 (H1 2016: GBP23,975,000; 31 December 2016: GBP23,975,000). Share option exercises in the six month period to 30 June 2017 total 2,595,483 and have been satisfied through ordinary shares held by the Employee Benefit Trust (EBT). The number of ordinary shares held by the EBT at 30 June 2017 is 1,455,643.

13 Share-based payment

Share-based payment charges for the six month period to 30 June 2017 comprise MSP charges of GBP188,000 (H1 2016: GBP500,000; 31 December 2016: GBP902,000) and Long Term Incentive Plan 2016 (2016 LTIP) charges of GBP213,000 (H1 2016: GBP296,000; 31 December 2016: GBP582,000). These costs are disclosed within administrative expenses, although the MSP share-based payment charge forms part of MSP charges not included in underlying operating profit. MSP charges in the income statement are different to the share-based payment charge due to the recognition of employer's national insurance relating to future option exercises.

 
                                                Number of share options  Weighted average exercise price 
                                                            (thousands)                            (GBP) 
Six months ended 30 June 2017 (Unaudited) 
MSP 
Outstanding at 1 January 2017                                    17,665                             0.01 
Forfeited during the period                                     (2,611)                             0.01 
Exercised during the period                                     (2,590)                             0.01 
Outstanding at 30 June 2017                                      12,464                             0.01 
Exercisable at 30 June 2017                                       2,340                             0.01 
2016 LTIP 
Outstanding at 1 January 2017                                    15,081                                - 
Granted during the period                                        14,924                                - 
Forfeited during the period                                     (5,485)                                - 
Outstanding at 30 June 2017                                      24,520                                - 
 
Six months ended 30 June 2016 (Unaudited) 
MSP 
Outstanding at 1 January 2016                                    36,135                             0.01 
Forfeited during the period                                    (10,500)                             0.01 
Exercised during the period                                     (3,647)                             0.01 
Outstanding at 30 June 2016                                      21,988                             0.01 
Exercisable at 30 June 2016                                          47                             0.01 
2016 LTIP 
Outstanding at 1 January 2016                                         -                                - 
Granted during the period                                        26,050                                - 
Forfeited during the period                                     (8,000)                                - 
Outstanding at 30 June 2016                                      18,050                                - 
 
Year ended 31 December 2016 (Audited) 
MSP 
Outstanding at 1 January 2016                                    36,135                             0.01 
Forfeited during the year                                      (14,111)                             0.01 
Exercised during the year                                       (4,359)                             0.01 
Outstanding at 31 December 2016                                  17,665                             0.01 
Exercisable at 31 December 2016                                   1,810                             0.01 
2016 LTIP 
Outstanding at 1 January 2016                                         -                                - 
Granted during the period                                        26,050                                - 
Forfeited during the period                                    (10,969)                                - 
Outstanding at 31 December 2016                                  15,081                                - 
 

Nil cost options and conditional shares granted under the 2016 LTIP normally vest after three years, lapse if not exercised within ten years of grant and will lapse if option holders cease to be employed by the Group. Vesting of 2016 LTIP options and shares are also subject to achievement of performance criteria including underlying operating profit targets and either a share price or a non-financial events measure over the vesting period.

The options outstanding at 30 June 2017 had a weighted average remaining contractual life of one year (30 June 2016: two years; 31 December 2016: one year) in the MSP and two years (30 June 2016: three years; 31 December 2016: two years) in the 2016 LTIP.

The principal assumptions underlying the valuation of the 2016 LTIP options granted during the period at the date of grant are as follows:

 
Weighted average share price       GBP0.1575 
Weighted average exercise price            - 
Expected volatility                      n/a 
Expected life                        3 years 
Risk-free rate                           n/a 
Dividend yield                            0% 
 

There have been 14,924,000 share options granted in the current period. The aggregate estimated fair value of the options granted in the current period under the 2016 LTIP was GBP2,351,000.

14 Acquisition of a subsidiary

On 17 March 2017, the Group acquired 100% of the issued share capital of Blink for initial cash consideration of EUR1 million. The acquisition also allows for a further earn-out based on future profits and product development which is considered to represent remuneration rather than contingent consideration.

The net assets acquired and their provisional fair values at 17 March 2017 were:

 
                               Book value  Fair value 
                                  GBP'000     GBP'000 
Intangible assets                       -          86 
Net assets acquired                     -          86 
Goodwill                                -         776 
Cash consideration paid                           862 
 
Cash consideration paid                           862 
Acquisition costs                                 128 
Cash acquired on acquisition                        - 
Total cash outflow                                990 
 

On acquisition, the carrying value of the net assets of Blink was GBPnil. The Group have made a fair value adjustment of GBP86,000 to recognise an intangible asset relating to the development of the Blink website. The acquisition remains within the measurement period and the Group continues to evaluate all identifiable assets and liabilities.

Goodwill of GBP776,000 reflects the discounted future cash flows of Blink's product offering (cancelled flight resolution), future development opportunities from the Blink team, as well as synergies to the Group from the acquired team's expertise.

Acquisition costs of GBP128,000 have been recognised as an administrative expense through the condensed consolidated interim income statement.

Included within the Group's condensed consolidated interim income statement is revenue of GBPnil and a loss before tax of GBP126,000 relating to Blink since the acquisition date and is the same had the acquisition occurred on 1 January 2017.

15 Reconciliation of operating cash flows

 
                                                                                 6 months ended         Year ended 
                                                    6 months ended 30 June 2017    30 June 2016   31 December 2016 
                                                                        GBP'000         GBP'000            GBP'000 
                                                                    (Unaudited)     (Unaudited)          (Audited) 
 
Profit for the period                                                     2,623           2,291                 46 
Adjustment for: 
Depreciation and amortisation                                               348             198                504 
Equity settled share-based payment expense                                  401             796              1,486 
Impairment loss on intangible assets                                          -               -              6,404 
Reversal of freehold property impairment                                  (601)               -            (1,534) 
Loss on disposal of property, plant and equipment                             2              15                 20 
Investment revenues                                                        (84)           (120)              (243) 
Finance costs                                                               160             224                325 
Income tax (credit)/expense                                                (18)             230            (1,342) 
 
Operating cash flows before movement in working 
 capital                                                                  2,831           3,634              5,666 
Decrease in inventories                                                      11               5                  2 
(Increase)/decrease in receivables                                      (6,223)             590            (3,542) 
Decrease in insurance assets                                                 14             108                255 
Increase/(decrease) in payables                                           3,455         (9,093)            (6,718) 
Decrease in insurance liabilities                                         (128)           (219)              (326) 
Decrease in provisions                                                    (943)           (669)            (1,296) 
 
Cash used in operations                                                   (983)         (5,644)            (5,959) 
 
Income taxes paid                                                         (426)           (454)            (1,250) 
 
Net cash used in operating activities                                   (1,409)         (6,098)            (7,209) 
 

16 Related party transactions

Remuneration of key management personnel

The remuneration of the Directors and Senior Management Team, who are the key management personnel of the Group, is set out below:

 
                                  6 months ended  6 months ended         Year ended 
                                    30 June 2017    30 June 2016   31 December 2016 
                                         GBP'000         GBP'000            GBP'000 
                                     (Unaudited)     (Unaudited)          (Audited) 
 
Short term employee benefits               1,261           1,284              2,697 
Post-employment benefits                      52              72                142 
Termination benefits                         253               -                817 
Share-based payments                         330             568              1,028 
 
                                           1,896           1,924              4,684 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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