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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Jaywing Plc | LSE:JWNG | London | Ordinary Share | GB00BF5KDY46 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 3.15 | 3.10 | 3.20 | 3.15 | 3.10 | 3.10 | 0.00 | 08:00:35 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Advertising, Nec | 22.57M | -12.83M | -0.1373 | -0.23 | 2.94M |
TIDMJWNG
RNS Number : 7631P
Jaywing PLC
22 November 2016
Hot Features
Premium
Date: 21(st) November 2016
On behalf of: Jaywing plc ("Jaywing", "the Company" or "the Group")
Embargoed: 0700 hrs 22(nd) November 2016
Jaywing plc
Interim Results 2016/2017
Jaywing plc (AIM: JWNG) today announces its interim results for the six months ended
30 September 2016.
Financial highlights from continuing operations
Period to 30 Period to 30
September 2016 September 2015
GBP'000 GBP'000
----------------------- ---------------- ----------------
Gross profit* 17,114 15,447
----------------------- ---------------- ----------------
Adjusted EBITDA** 2,132 1,807
----------------------- ---------------- ----------------
Adjusted EBITDA
margin*** 12.5% 11.7%
----------------------- ---------------- ----------------
Adjusted operating
profit# 758 503
----------------------- ---------------- ----------------
Basic EPS on adjusted
EBITDA 1.66p 1.46p
----------------------- ---------------- ----------------
(Loss) / profit
after tax (384) 21
----------------------- ---------------- ----------------
Reported EPS (0.45)p 0.03p
----------------------- ---------------- ----------------
Net debt 3,398 6,389
----------------------- ---------------- ----------------
* Revenue less direct costs of sale
** Before amortisation, share based charges, exceptional items and acquisition related costs
*** As a percentage of gross profit
# Before acquisition related costs
Highlights:
-- Gross profit growth of 11% (7% excluding acquisitions)
-- Adjusted EBITDA growth of 18% (12% excluding acquisitions)
-- 0.8% improvement in EBITDA margin
-- Increased operating profit excluding the one-off impact of acquisition related costs
-- Reduction in net debt
Outlook:
-- Trading in line with full year market expectations
Commenting on the results, Ian Robinson, Chairman of Jaywing plc, said:
"The first half of the financial year has seen Jaywing continue make excellent progress in its growth strategy. EBITDA was up 12% organically and up by 18% after including the impact of two recent strategic acquisitions in Australia and the UK, both of which were completed towards the end of the half year in year in July and August respectively. I am also pleased to report that strong cash flow has seen net debt almost halved from GBP6.4m to GBP3.4m.
Putting (advanced) data science at the heart of all our service offerings remains our core objective and is a key differentiator. This is being achieved through effective internal collaboration across varied but complementary skill sets across Jaywing. This enables us to provide bespoke and highly effective solutions to our clients' most challenging briefs."
Enquiries:
Jaywing plc Michael Sprot (Company Tel: 0114 281 1200 Secretary) Cenkos Securities plc Ivonne Cantú/Callum Tel: 020 7397 8900 Davidson
CHIEF EXECUTIVE COMMENTARY
I'm pleased to report that the momentum built towards the end of our last financial year has been maintained and we have seen strong organic growth rates in the first half of this year. What is more, we've made two strategic acquisitions and have achieved all of this in a period of uncertainty in the market due to the European Union membership referendum.
Overall gross profit (GP) has grown by 11% compared with H1 2016, whilst EBITDA has increased by 18% as EBITDA margin has improved by 0.8% to 12.5%. Profits generated from our acquisitions of Digital Massive and Bloom are included from the start of July and September respectively and accordingly growth has primarily been driven organically with GP up by 7% and EBITDA by 12%.
The Media & Analysis segment comprising search marketing (branded Epiphany) and data analysis, has seen the strongest growth with GP and EBITDA up by 15% and 18% respectively compared with H1 2016. Organic growth excluding acquisitions was still 11% and 14% as the acquisitions were only completed at the start of July and end of August. This segment now represents nearly 70% of our overall EBITDA. The area of strongest growth for Epiphany has been in its programmatic display and mobile advertising revenues where the use of data science provides differentiation and delivers improved outcomes for clients. The demand for our IFRS9 work remains high as smaller lenders are now turning their attention to compliance and the launch of Horizon, our SaaS IFRS9 product, in September has created a great deal of interest amongst those smaller lenders. Product and Product Development sits within this segment and we have continued to invest through our P&L.
We have continued to see organic growth in our Agency Services segment that contains our social media, website design and build, brand communications and customer management outsourcing propositions. Whilst GP has grown by 2%, EBITDA has increased by 7% due to improved margins from H1 2016.
We are encouraged by the performance of our two recent acquisitions with both businesses tracking well against their plans. Digital Massive based in Sydney is leveraging the experience and resources of our Epiphany search marketing team in the UK and has won several new contracts since the acquisition was completed. The team at Bloom has hit the ground running, introducing its unique products to all areas of Jaywing. At the same time, the dedicated environment where the enlarged Company's data products will be developed and managed has been set up.
Further details on both of these acquisitions can be found in the RNS releases dated 7(th) July 2016 and 1(st) September 2016.
Cash generation has been strong with net debt reducing to GBP3.4m from GBP6.4m at 30(th) September 2015 (and GBP5.3m at 31(st) March 2016). High levels of recurring revenues allied to low client and sector concentration continue to underpin the resilience of the business.
Profit before tax (PBT) has been temporarily impacted by the cost of the acquisitions. Excluding these one off costs, PBT is GBP758k compared with GBP503k for H1 2016.
The second half of the year has started well and we are on track to achieve our full year expectations.
Martin Boddy
Chief Executive Officer
21 November 2016
Consolidated interim statement of comprehensive income (unaudited)
Six months Six months Audited
ended ended year
30 Sept 30 Sept ended
2016 2015 31 March
2016
Note GBP'000 GBP'000 GBP'000
Revenue 4 20,895 17,051 35,973
Direct costs (3,781) (1,604) (4,181)
----------- ----------- ----------
Gross profit 17,114 15,447 31,792
Other operating income - - 71
Amortisation (762) (787) -
Operating expenses (16,446) (14,370) (30,538)
----------- ----------- ----------
Operating (loss)/profit (94) 290 1,325
----------- ----------- ----------
Finance income 1 - -
Finance costs (111) (128) (251)
----------- ----------- ----------
Net financing costs (110) (128) (251)
----------- ----------- ----------
(Loss)/profit before
tax (204) 162 1,074
Tax expense 5 (180) (173) (369)
----------- ----------- ----------
(Loss)/profit for
the period from continuing
operations (384) (11) 705
Exchange differences
on retranslation of
foreign operations - 32 (18)
----------- ----------- ----------
(Loss)/profit for
the period attributable
to the equity holders
of the parent (384) 21 687
----------- ----------- ----------
(Loss)/profit per
ordinary share 6
Basic (loss)/earnings
per share (0.45p) 0.03p 0.90p
Diluted (loss)/earnings
per share (0.41p) 0.03p 0.83p
Consolidated interim balance sheet (unaudited)
30 Sept 30 Sept Audited
2016 2015 31 March
2016
Note GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Property, plant and
equipment 763 707 744
Goodwill 36,384 30,446 30,446
Other intangible assets 8,169 7,278 6,562
--------- -------------------- ----------
45,316 38,431 37,752
--------- -------------------- ----------
Current assets
Trade and other receivables 10,953 8,402 10,150
Cash and cash equivalents 2,952 1 347
13,905 8,403 10,497
--------- -------------------- ----------
Total assets 59,221 46,834 48,249
--------- -------------------- ----------
Liabilities
Current liabilities
Bank overdraft 7 - (184) -
Other interest bearing
loans and borrowings 7 (4,750) (4,612) (4,612)
Trade and other payables (12,883) (5,824) (7,534)
Tax payable (933) (631) (452)
Provisions (175) (161) (167)
--------- -------------------- ----------
(18,741) (11,412) (12,765)
--------- -------------------- ----------
Non-current liabilities
Other interest bearing
loans and borrowings 7 (1,600) (1,594) (1,063)
Deferred tax liabilities (1,536) (1,526) (1,387)
(3,136) (3,120) (2,450)
--------- -------------------- ----------
Total liabilities (21,877) (14,532) (15,215)
--------- -------------------- ----------
Net assets 37,344 32,302 33,034
--------- -------------------- ----------
Equity
Capital and reserves
attributable to equity
holders of the company
Share capital 34,639 34,139 34,139
Share premium account 9,108 6,608 6,608
Minority interest 1,513 - -
Capital redemption
reserve 125 125 125
Shares purchased for
treasury (25) (25) (25)
Share option reserve 327 80 146
Foreign currency translation
reserve 3 53 3
Retained earnings (8,346) (8,678) (7,962)
--------- -------------------- ----------
Total equity 37,344 32,302 33,034
--------- -------------------- ----------
Consolidated interim cash flow statement (unaudited)
Six months Six months Audited
ended ended year
30 Sept 30 Sept ended
2016 2015 31 March
2016
Note GBP'000 GBP'000 GBP'000
Cash flow from operating
activities
(Loss)/profit for
the period (384) (11) 705
Adjustment for:
Depreciation, amortisation
and impairment 997 980 1,910
Movement in provisions 8 3 9
Foreign exchange - 32 (18)
Finance income (1) - -
Finance costs 111 128 251
Share based payment
charge 373 221 412
Taxation 180 173 369
----------- ----------- ----------
Operating cash flow
before changes in
working capital 1,284 1,526 3,638
Decrease/(increase)
in trade and other
receivables 27 (911) (2,667)
Increase in trade
and other payables 1,210 113 1,837
----------- ----------- ----------
Cash generated from
operations 2,521 728 2,808
Interest received 1 - -
Interest paid (111) (128) (251)
Tax paid (15) - (500)
----------- ----------- ----------
Net cash flow from
operating activities 2,396 600 2,057
----------- ----------- ----------
Cash flows from investing
activities
Acquisition of subsidiaries (3,372) - -
Digital Massive and
Bloom net of cash
acquired
Receipt/(payment)
of deferred consideration 151 (1,589) (1,728)
Acquisition of property,
plant and equipment (245) (213) (469)
Net cash outflow
from investing activities (3,466) (1,802) (2,197)
----------- ----------- ----------
Cash flows from financing
activities
Increase in borrowings 941 550 -
Repayment of borrowings (266) (531) (513)
Proceeds from issue 3,000 - -
of share capital
Net cash inflow/(outflow)
from financing activities 3,675 19 (513)
----------- ----------- ----------
Net increase/(decrease)
in cash, cash equivalents
and bank overdrafts 2,605 (1,183) (653)
Cash and cash equivalents
at beginning of period 347 1,000 1,000
----------- ----------- ----------
Cash and cash equivalents
at end of period 2,952 (183) 347
----------- ----------- ----------
Cash and cash equivalents
comprise:
Cash at bank and
in hand 2,952 1 347
Bank overdrafts 7 - (184) -
----------- ----------- ----------
Cash and cash equivalents
at end of period 2,952 (183) 347
----------- ----------- ----------
Consolidated interim statement of changes in equity (unaudited)
Minority Foreign
Share Capital interest Share currency
Share premium redemption Treasury GBP'000 option translation Retained Total
capital account reserve Shares reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31
March 2015 34,139 6,608 125 (25) - - 21 (8,667) 32,201
------- ------ ---- ----- --- -------- -------
Loss for the
period - - - - - - - (11) (11)
Retranslation
of foreign currency - - - - - - 32 - 32
Charge in respect
of share based
payments - - - - - 80 - - 80
Total comprehensive
income for the
period - - - - - 80 32 (11) 101
------- ------ ---- ----- ------ ---- ----- -------- -------
Balance at 30
September 2015 34,139 6,608 125 (25) - 80 53 (8,678) 32,302
------- ------ ---- ----- ------ ---- ----- -------- -------
Charge in respect
of share based
payments - - - - - 66 - - 66
------- ------ ---- ----- ------ ---- ----- -------- -------
Transactions
with owners - - - - - 66 - - 66
Profit for the
period - - - - - - - 716 716
Retranslation
of foreign currency - - - - - - (50) - (50)
------- ------ ---- ----- ------ ---- ----- -------- -------
Total comprehensive
income for the
period - - - - - - (50) 716 666
------- ------ ---- ----- ------ ---- ----- -------- -------
Balance at 31
March 2016 (audited) 34,139 6,608 125 (25) - 146 3 (7,962) 33,034
------- ------ ---- ----- ------ ---- ----- -------- -------
Issue of share
capital 500 2,500 - - - - - - 3,000
Acquisition of
subsidiaries - - - - 1,513 - - - 1,513
Charge in respect
of share based
payments - - - - - 181 - - 181
------- ------ ---- ----- ------ ---- ----- -------- -------
Transactions
with owners 500 2,500 - - 1,513 181 - - 4,694
Loss for the
period - - - - - - - (384) (384)
Total comprehensive
income for the
period - - - - - - - (384) (384)
------- ------ ---- ----- ------ ---- ----- -------- -------
Balance at 30
September 2016 34,639 9,108 125 (25) 1,513 327 3 (8,346) 37,344
------- ------ ---- ----- ------ ---- ----- -------- -------
1. General Information
Jaywing plc (the "Company") is incorporated and domiciled in the United Kingdom. The Company is listed on the AIM market of the London Stock Exchange. The registered address is Players House, 300 Attercliffe Common, Sheffield, S9 2AG.
The interim financial information was approved for issue on 22(nd) November 2016. .
2. Basis of preparation
The consolidated interim financial statements for the six months ended 30 September 2016 have been prepared in accordance with applicable accounting standards and under the historical cost convention except for certain financial instruments that are carried at fair value.
The financial information for the year ended 31 March 2016 set out in this interim report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 31 March 2016 have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain statements under Section 498 (2) or Section 498 (3) of the Companies Act 2006.
The consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 March 2016, which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
3. Accounting policies
Except as described below, the principal accounting policies of Jaywing plc and its subsidiaries ("the Group") are consistent with those set out in the Group's 2016 annual report and financial statements.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
The following standards and interpretations of relevance to the Group have been issued but are not yet effective and have not been adopted by the Group:
-- IFRS 9 Financial Instruments (effective 1 January 2018)
-- IFRS 15 Revenue for Contracts with Customers (effective 1 January 2018)
-- IFRS 16 Leases (effective 1 January 2019)
-- IFRS 2 Classification and Measurement of Share-based Payment Transactions (effective 1 January 2018)
The Group are conducting a review of IFRS 15 - Revenue from Contracts with Customers which is ongoing.
The Group does not currently anticipate that the adoption of the other standards and interpretations above will have a material impact on the Group's financial statements in the period of initial application other than IFRS 16 Leases. A review of IFRS 16 will be conducted to determine its impact on the Group.
Other standards and interpretations in issue but not yet effective are not considered to have any relevance to the Group.
4. Segment information (unaudited)
The Group reports its business activities in two areas: Agency Services and Media & Analysis being its two primary business activities. Unallocated represents the Group's head office function, along with intragroup transactions.
Total assets exclude intangible assets, cash and external borrowings which have not been allocated to operating segments.
The majority of the Group's activities are carried out within the UK. There is also a small subsidiary in Australia.
4. Segment information (unaudited) (continued)
Six months ended
30 September 2016
Agency Media Total
Services & Analysis Unallocated Group
GBP'000 GBP'000 GBP'000 GBP'000
Revenue 8,216 13,340 (661) 20,895
Direct costs (1,344) (3,098) 661 (3,781)
---------- ------------ ------------ ---------
Gross profit 6,872 10,242 - 17,114
Operating
expenses
excluding
depreciation,
amortisation,
exceptional
items, acquisition
related costs
and charges
for share
based payments (5,575) (7,533) (1,874) (14,982)
---------- ------------ ------------ ---------
Operating
profit /
(loss) before
depreciation,
amortisation,
exceptional
items, acquisition
related costs
and credit
for share
based payments 1,297 2,709 (1,874) 2,132
Depreciation (153) (66) (16) (235)
Amortisation (420) (342) - (762)
Other exceptional
costs (4) 2 (2) (4)
Acquisition
related costs - (98) (754) (852)
Charge for
share based
payments - - (373) (373)
---------
Operating
profit /
(loss) 720 2,303 (3,169) (94)
---------- ------------ ------------
Finance costs (110)
---------
Loss before
tax (204)
Tax expense (180)
---------
Loss for
the period (384)
---------
Six months ended
30 September 2015
Agency Media Total
Services & Analysis Unallocated Group
GBP'000 GBP'000 GBP'000 GBP'000
Revenue 7,352 9,865 (166) 17,051
Direct costs (666) (1,104) 166 (1,604)
---------- ------------ ------------ ---------
Gross profit 6,686 8,761 - 15,447
Operating
expenses
excluding
depreciation,
amortisation,
exceptional
items, acquisition
related costs
and charges
for share
based payments (5,536) (6,530) (1,574) (13,640)
---------- ------------ ------------ ---------
Operating
profit/(loss)
before depreciation,
amortisation,
exceptional
items, acquisition
related costs
and charges
for share
based payments 1,150 2,231 (1,574) 1,807
Depreciation (128) (54) (11) (193)
Amortisation (458) (329) - (787)
Compensation
for loss
of office (1) (29) (68) (98)
Acquisition
related costs (48) (165) - (213)
Credit for
share based
payments - - (226) (226)
---------- ------------ ------------ ---------
Operating
profit /
(loss) 515 1,654 (1,879) 290
---------- ------------ ------------
Finance costs (128)
---------
Profit before
tax 162
Tax expense (173)
---------
Loss for
the period (11)
---------
4. Segment information (unaudited) (continued)
Year ended 31 March
2016 (audited)
Agency Media
Services & Analysis Unallocated Total
GBP'000 GBP'000 GBP'000 GBP'000
Revenue 15,700 21,218 (945) 35,973
Direct costs (1,899) (3,227) 945 (4,181)
---------- ------------ ------------ ---------
Gross profit 13,801 17,991 - 31,792
Operating expenses
excluding depreciation,
amortisation,
exceptional
items, acquisition
related costs
and charges
for share based
payments (11,669) (12,804) (2,986) (27,459)
---------- ------------ ------------ ---------
Operating profit/(loss)
before depreciation,
amortisation,
exceptional
items, acquisition
related costs
and charges
for share based
payments 2,132 5,187 (2,986) 4,333
Other operating
income 64 7 - 71
Depreciation (270) (114) (23) (407)
Amortisation (861) (642) - (1,503)
Compensation
for loss of
office - - - -
Exceptional
costs (75) (24) (471) (570)
Acquisition
related costs (178) (38) 27 (189)
Charges for
share based
payments - - (412) (412)
---------- ------------ ------------ ---------
Operating profit
/ (loss) 812 4,376 (3,865) 1,323
---------- ------------ ------------
Finance income -
Finance costs (251)
---------
Profit before
tax 1,074
Tax expense (369)
---------
Profit for
the period 705
---------
Agency Media
Total assets Services & Analysis Unallocated Total
GBP'000 GBP'000 GBP'000 GBP'000
30 September
2016 33,477 30,384 (4,640) 59,221
31 March 2016 24,484 29,325 (5,560) 48,249
30 September
2015 24,016 27,817 (4,999) 46,834
---------- ------------ ------------ --------
5. Tax expense (unaudited)
A reconciliation of the charge that would result from applying the standard UK corporation tax rate to profit before tax to the tax charge is given below.
Six months ended Six months ended Audited year
30 Sept 2016 30 Sept 2015 ended
31 March 2016
GBP'000 GBP'000 GBP'000
Recognised in the consolidated statement of comprehensive
income:
Current year tax 346 273 601
Origination and reversal of temporary differences (166) (100) (232)
----------------- ----------------- ---------------
Total tax charge 180 173 369
----------------- ----------------- ---------------
(Loss)/profit before tax (256) 162 1,074
Tax charge thereon at UK corporation tax rate of 20% (2015:
20%) (51) 32 215
Effects of:
Non-deductible expenses 231 54 137
Other - 87 39
Prior year adjustment - - (22)
----------------- ----------------- ---------------
Total tax charge 180 173 369
----------------- ----------------- ---------------
6. (Loss)/profit per share (unaudited)
Six months Six months Audited
ended ended year
30 Sept 30 Sept ended
2016 2015 31 March
2016
Pence
Pence Pence per
per share per share Share
Basic (loss)/earnings
per share (0.45p) 0.03p 0.90p
Diluted (loss)/earnings
per share (0.41p) 0.03p 0.83p
----------- ----------- ----------
(Loss)/earnings per share has been calculated by dividing the loss attributable to shareholders by the weighted average number of ordinary shares in issue during the period. The calculations of basic and diluted loss per share are:
Six months Six months Audited
ended ended year
30 Sept 30 Sept ended
2016 2015 31 March
2016
GBP'000 GBP'000
(Loss)/profit for
the period from continuing
operations (384) 21 687
Weighted average number Number Number Number
of ordinary shares in '000 '000 '000
issue:
Basic 86,260 76,260 76,260
Adjustment for share
options, warrants
and contingent shares 7,699 6,771 6,067
----------- ----------- ----------
Diluted 93,959 83,031 82,327
----------- ----------- ----------
Adjusted earnings
per share
Six months Six months Audited
ended ended year
30 Sept 30 Sept ended
2016 2015 31 March
2016
Pence
Pence Pence per
per share per share Share
Basic adjusted earnings
per share 1.66p 1.46p 3.38p
Diluted adjusted earnings
per share 1.53p 1.34p 3.13p
----------- ----------- ----------
Adjusted earnings per share have been calculated by dividing the profit attributable to shareholders before other income, amortisation, impairment and charges for share based payments by the weighted average number of ordinary shares in issue during the period. The numbers used in calculating the basic and diluted adjusted earnings per share are reconciled below:
Six months Six months Audited
ended ended year
30 Sept 30 Sept ended
2016 2015 31 March
2016
GBP'000 GBP'000 GBP'000
(Loss)/profit before
tax and impairment (204) 162 1,074
Amortisation 762 787 1,503
Acquisition related
costs 850 213 187
Charge for share based
payments 373 226 412
----------- ----------- ----------
Adjusted profit attributable
to shareholders 1,781 1,388 3,176
Current period tax charge (346) (273) (601)
----------- ----------- ----------
1,435 1,115 2,575
----------- ----------- ----------
7. Bank overdraft, borrowings and loans (unaudited)
Audited
30 Sept 30 Sept 31 March
2016 2015 2016
Summary GBP'000 GBP'000 GBP'000
Bank overdraft - 184 -
Borrowings, undiscounted
cash flows 6,350 6,206 5,675
-------- -------- ----------
6,350 6,390 5,675
-------- -------- ----------
Borrowings are repayable
as follows:
Within 1 year
Bank overdraft - 184 -
Borrowings 4,750 4,612 4,612
-------- -------- ----------
Total due within 1
year 4,796 4,612
In more than one year
but less than two years 1,200 1,062 1,063
In more than two years
but less than three
years 400 532 -
In more than three - - -
years but less than
four years
-------- -------- ----------
Total amount due 6,350 6,390 5,675
-------- -------- ----------
Average interest rates % % %
at the balance sheet
date were:
Overdraft - 2.75 -
Term loan 2.75 3.56 3.56
Revolving credit facility 2.75 3.51 3.51
-------- -------- ----------
As the loans are at variable market rates their carrying amount is equivalent to their fair value.
The borrowing facilities available to the Group at 30 September 2016 were GBP2.0 million (2015: GBP2.0 million) and, taking into account cash balances within the Group, there was GBP5.0 million (2015: GBP1.8 million) of available borrowing facilities.
A composite accounting system is set up with the Group's bankers, which allows debit balances on overdraft to be offset across the Group with credit balances.
Cash at
Reconciliation bank and
of net debt in hand Overdraft Borrowings Net debt
GBP'000 GBP'000 GBP'000 GBP'000
30 September 2015 2,952 - (6,350) (3,398)
31 March 2016 347 - (5,675) (5,328)
30 September 2015 1 (184) (6,206) (6,389)
---------- ---------- ----------- ---------
8. Provisions (unaudited)
30 Sept 30 Sept Audited
2016 2015 31 March
2016
GBP'000 GBP'000 GBP'000
At the beginning of
the period 167 158 158
Additional provisions 8 3 9
At the end of the period 175 161 167
-------- -------- ----------
Provisions relate to leases in the Group where the commercial benefit has either ceased or will cease before the normal expiry period.
9. Share capital (unaudited)
Authorised:
45p deferred 5p ordinary
shares shares
GBP'000 GBP'000
Authorised share
capital at 31 March
2016 and 30 September
2016 45,000 10,000
Allotted, issued and fully paid
45p deferred 5p ordinary
shares shares
Number Number GBP'000
Issued share capital
at 31 March 2016 67,378,520 76,359,385 34,139
--------------- -------------- ----------
Equity raise - 10,000,000 500
--------------- -------------- ----------
Issued share capital
at 30 September
2016 67,378,520 86,359,385 34,639
--------------- -------------- ----------
10,000,000 5p ordinary shares were issued on 31(st) August 2016.
10. Information on acquisitions
On 7th July 2016, Jaywing announced that it had acquired 75 per cent of Digital Massive's issued share capital for an initial cash payment of AUS$2 million, plus an earn out consideration of up to AUS$2 million, which will be payable in three instalments over the next two years, subject to the future performance of Digital Massive. From July 2020, the Company will, via a put and call option, be in a position to acquire the remaining 25 per cent of Digital Massive's issued share capital, at a multiple of its average audited EBITDA for the previous two financial years, subject to a maximum total consideration payable of AUS$12 million for the entire business.
On 1st September 2016, Jaywing announced that it had acquired the entire issued share capital of Bloom for an upfront cash consideration of GBP2.41 million on a cash and debt free basis. Additional earn-out consideration of up to GBP5.75 million is payable to the Vendors, subject to performance criteria, over a two-year period ending 31 March 2018 and will be satisfied through the Company's own cash resources and debt.
A new subsidiary company, of which Jaywing will own 75%, has been incorporated and into which Jaywing will make a capital investment of GBP637,500 over a period of two years. Certain of the Vendors, comprising certain of Bloom's existing management team will hold the remaining 25 per cent., having transferred into Newco the suite of Bloom Intelligence products. Newco will be led by Alex Craven who will be responsible for developing and monetising all of Jaywing's data science-led products.
Bloom Management will be granted a put option to sell their stake to Jaywing for 2.0 times the average audited maintainable EBITDA for the financial years ending March 2019 and March 2020 subject to a maximum of GBP4 million for the 25 per cent stake. Jaywing will also have a call option to acquire the 25 per cent stake under the same terms and the time period over which the average EBITDA is taken may be moved further into the future by mutual agreement. Jaywing may choose to pay up to 25 per cent of the additional consideration as shares.
11. Related party transactions (unaudited)
There were no significant changes in the nature and size of related party transactions for the period from those disclosed in the Annual Report for the year ended 31 March 2016.
This information is provided by RNS
The company news service from the London Stock Exchange
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(END) Dow Jones Newswires
November 22, 2016 02:01 ET (07:01 GMT)
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