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PMR Panmure Gordon

99.00
0.00 (0.00%)
25 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Panmure Gordon LSE:PMR London Ordinary Share GB00B97CW509 ORD 4P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 99.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Panmure Gordon & Co. plc Preliminary Results 2016 (4816B)

04/04/2017 7:01am

UK Regulatory


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RNS Number : 4816B

Panmure Gordon & Co. plc

04 April 2017

For immediate release 4 April 2017

Panmure Gordon & Co. plc

("Panmure Gordon" or the "Group")

Preliminary Results for the year ended 31 December 2016

Panmure Gordon (AIM: PMR), the independent institutional stockbroker and investment bank, today announces its preliminary results for the year ended 31 December 2016.

Key Points

-- Full year return to profit; consolidated profit after tax for the year of GBP1.1m (2015 loss of GBP16.7m)

   --      Increase of 41% in corporate finance and other fee income to GBP18.0m (2015: GBP12.8m) 
   --      Increase of 22% in net commission and fee income to GBP28m (2015: GBP23m) 
   --      Assisted clients in raising over GBP0.7bn in the year. 

-- Investment of GBP2m in new business technology enabled prime services platform, PrimeXtend Limited

   --      Cash at 31 December 2016 of GBP9.4m (2015: GBP5.0m) 

-- On-going cost control resulting in administrative costs down 7.9% to GBP24.4m (2015: GBP26.5m)

-- Proposed recommended offer for the Company as announced on 17 March 2017 by Ellsworthy Limited, which in turn is controlled by QInvest LLC and Atlas Merchant Capital LLC

Chief Executive Patric Johnson commented:

"2016 was a year of consolidation and focus for the core business as we continued implementing our sector based corporate driven model accompanied by our unwavering commitment to quality in everything that we do. We have returned four successive quarters of profitability, made a significant strategic investment, re-established our US broker dealer and concentrated on ensuring we match our service expectations with our clients' requirements.

"The 2017 macro landscape continues to be challenging. That said, the year has started positively for the firm. The first quarter has seen us execute nine transactions including advising on two M&A mandates. Commission and trading income continues to perform in line with our expectations and the pipeline, as discussed in January, is progressing well. As such we remain confident for the year ahead.

"We are excited about the recent offer for the issued share capital of the firm as announced on Friday 17 March 2017, and the prospect of Atlas Merchant Capital joining our existing long-term supportive shareholder QInvest as part of Ellsworthy Limited."

The full audited Report and Accounts for the year ended 31 December 2016 will, today, be made available on the Company's website (www.panmure.com) and will be sent to shareholders in due course

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.

-Ends-

Enquiries:

Panmure Gordon

Patric Johnson, Chief Executive 020 7886 2500

Buchanan (Financial PR) 020 7466 5000

Bobby Morse/Stephanie Watson panmure@buchanan.uk.com

Grant Thornton UK LLP (Nominated Adviser)

Philip Secrett/Salmaan Khawaja/Jamie Barklem/Harrison Clarke 020 7383 5100

CHAIRMAN'S STATEMENT

I am pleased to present my first statement since assuming the role of Chairman in May 2016.

In the ten months since my appointment I have had the chance to witness at first hand the quality of service that Panmure Gordon represents, the excellent staff that work for the Company and impressively, the good feedback from clients both institutional and corporate. Panmure Gordon has, deservedly, a well-respected brand, but at a time of great challenge and change needs to deploy renewed energy and innovation to succeed in one of the most competitive landscapes I have seen the City of London face in the last 35 years.

Panmure Gordon has progressed steadily since the appointment of Patric Johnson as Chief Executive in February 2016. The business has been re-focussed on a sector based corporate driven model, costs have been reduced accordingly and we have continued to benefit from the financial support of our major shareholder, Qinvest. Indeed the latter provided a financing facility of GBP5m in February 2016 of which GBP3m was drawn down in March 2016 and that has allowed us to invest in PrimeXtend, an exciting opportunity that I am glad to report is on track with its original plan.

2016 has been a challenging year, yet the Company raised over GBP0.7bn for our clients and I am glad to report that revenue earned as a result has helped bring the Company back into profit. Since the year end, costs have continued to be removed from the business and the strategic focus continues to be sharpened which allows us to look towards the future positively, whilst acknowledging the many challenges and uncertainties that remain.

The year end date of 31 December saw the departure of Anthony Cann after over nine years of excellent service as a Non-Executive Director to the Company and we are all thankful for his counsel and guidance over that time. Also, since the year end, Philip Tansey has retired after almost exactly six years as our Chief Financial Officer and we thank him for all his work over that time and wish him all the best in his future endeavours.

The announcement on 17 March 2017 regarding the proposed offer for the issued share capital of Panmure Gordon, by Ellsworthy Limited, a company owned and controlled by QInvest LLC and a subsidiary of a fund managed by Atlas Merchant Capital LLC, opens an exciting chapter for the Company, that subject to the court-sanctioned scheme being approved, will provide a stronger framework with better access to additional capital on which to continue to grow the business, enabling us to better support our client needs, both corporate and institutional.

As such, I am confident that Panmure Gordon, with the support of its current long term investor, QInvest, and potentially the additional support of Atlas Merchant Capital, will continue to be well positioned to execute on its strategy for the future whilst remaining sufficiently able to respond to any challenges as and when they present themselves.

Andrew Adcock

Chairman

4 April 2017

CHIEF EXECUTIVE'S REVIEW

Macro review

UK equities returned 17% in local currency terms in 2016, their best year since 2010. A revival in commodity prices, an acceleration in global growth and an expectation of reflation and higher US interest rates pushed financials stocks forward during Q4 in particular. By contrast returns in US Dollar terms (-2.7%: 2016) were held back by the sharp devaluation in Sterling, particularly since the UK's EU referendum.

The London equity market remained open for new business throughout the year barring China-related growth concerns in February and Brexit related worries during the summer. Over the course of 2016 the London market raised GBP25.9bn in IPO funds, up from GBP24.9bn in 2015.

Looking ahead into 2017, much hinges on the policy-induced reflation plans from the new US administration as well as the evolution of political events in Europe. The disruption of global systems from digitalisation and globalisation continues apace which should ensure over the near term that inflation and interest rates remain below their historic averages.

Overview

With a challenging macro-economic environment following the UK referendum and the US presidential elections, 2016 was a year of consolidation and focus for the core business as we continued implementing our sector based corporate driven model accompanied by our unwavering commitment to quality in everything that we do. We have returned four successive quarters of profitability, made a significant strategic investments and concentrated on ensuring we match our service expectations with our clients' requirements.

It has been pleasing to see the steady progress made in our corporate driven approach whilst reinforcing our commitment to both corporate and institutional clients. All sections of the business have performed positively and it is noteworthy to report the increase of 22% of net income to GBP28m (2015: GBP23m) despite the reduction in headcount to 109 at year-end (2015: 122).

Net commission and trading income declined by 10% to GBP9.5m (2015: GBP10.5m). However, this was entirely on account of the closure of our Swiss representative office which contributed only one month of activity in 2016. On a standalone basis, UK net commission and trading income has increased by 1.1% to GBP9.4m (2015: GBP9.3m) which is an excellent achievement when set against the year-on-year declines in volume and commission in advance of the well-publicised changes in the regulatory landscape represented by MiFiD II.

Corporate finance and other income increased in 2016 by a solid 41% to GBP18.0m (2015: GBP12.8m) which reflects an equally impressive spread of engagements including five IPOs, twelve M&A transactions and a total of forty four fee generating deals and advisory engagements across all of our seven key business areas.

Costs have been trimmed to reflect the specialisation and focus around key business lines and, whilst there is still more that we can do, it is pleasing to report that administrative costs have declined by 7.9% to GBP24.4m (2015: GBP26.5m) over the year. Fixed employment costs, the major constituent of total administrative costs, have significantly declined over the course of 2016 reflecting the effective management of total headcount.

Dividend

The Board is not recommending the payment of a dividend (2015: nil per ordinary share).

Investment in PrimeXtend

On 21 September 2016 the Group committed to a strategic investment in a newly incorporated company, PrimeXtend Limited ("PrimeXtend"), a business at the convergence of risk management and technology focused on global execution and prime services. The Group has committed to an all-cash investment of GBP2m as part of a staged payment plan. Payments totalling GBP1.1m were made in 2016, in accordance with this plan. PrimeXtend will operate under an appointed representative agreement with Panmure Gordon (UK) Limited, and operate from our London offices.

The investment allows PrimeXtend to deploy an integrated global execution and prime services business operating alongside Panmure Gordon. PrimeXtend provides a full service, single entry point to global markets including multi-product execution and a full range of prime financing solutions across asset classes. The platform, which was built in response to the evolving financial market ecosystem, combines leading edge risk management practices and state-of-the-art automated trade processing systems and operational protocols to service international, mid-market institutional investors.

I am pleased to report that the set-up of PrimeXtend's technology infrastructure is fully complete and that client uptake has progressed well. PrimeXtend is well on track to achieve the financial forecasts agreed at the time of the investment.

Overseas offices

On 29 January 2016 conduct by the Group of regulated business from the Nyon, Switzerland location ceased and the office was closed. A number of closure expenses were incurred as a result of this action resulting in a net loss impact of GBP0.2m on the results for 2016. Furthermore, our Singapore office, which introduced companies from that region that wished to access the London markets to our London corporate broking teams, was closed in May 2016 with a net loss impact of GBP0.1m on the results for 2016.

US Broker Dealer

2016 saw us re-establish our US presence, Panmure Gordon Securities Limited, a US FINRA registered broker dealer has been incorporated and will further strengthen our commitment to service our corporate client base directly with US investors.

QInvest

We are fortunate to have as a key shareholder, QInvest, who is supportive of our business, strategy and our management. Their granting of financing to enhance our financial strength and liquidity has allowed us to accelerate our plans for the near future.

Offer for the Company

On 17 March 2017 the Company and the Board of Directors announced the recommended acquisition of the Company by Ellsworthy Limited ("BidCo") a private company limited by shares incorporated on 31 January 2017 for the purpose of implementing the acquisition. BidCo is a company owned and controlled by our supportive major shareholder QInvest and a third party investor, Atlas Merchant Capital LLC ("Atlas"). The acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act. Under the terms of the proposed acquisition, each shareholder will be entitled to receive GBP1.00 in cash for each share held and as such the Board agreed to recommend it. The acquisition will be conditional on, amongst other things, the approval by a majority of shareholders and the FCA.

2017 Outlook

2017 has started positively for the firm despite the continued challenges faced by all areas of the financial services industry. Volatility spikes and a continued decline in trading volumes across the market, coupled with the backdrop of United Kingdom's exit from Europe will ensure that the coming two years will remain challenging. However I am pleased to report that we have started the year well and the first quarter has seen the business execute nine transactions including advising on two M&A mandates. Commission and trading income continues to perform in line with our expectations and the pipeline, as announced in January, is progressing well as we continue to win new mandates; as such we remain confident for the year ahead.

Patric Johnson

Chief Executive

4 April 2017

KEY PERFORMANCE INDICATORS

Financial

 
 KPI                     Objective                     Performance        Trend 
----------------------  ------------------------  ---------------------  --------------------------- 
 Corporate finance       To add selectively          2016: GBP18.02m      After the disruption 
  and other fee           high quality corporate      2015: GBP12.79m      caused by difficult 
  income                  clients to our              2014: GBP20.70m      markets in 2015 growth 
                          list in such a                                   has been resumed in 
                          way as to ensure                                 2016. 
                          that we can provide 
                          the highest quality 
                          service and which 
                          in turn will generate 
                          superior revenue 
                          opportunities. 
----------------------  ------------------------  ---------------------  --------------------------- 
 Net commission          To maintain a                   2016: GBP9.50m   Despite difficult 
  and trading             steady level of               2015: GBP10.51m    markets, 2016 saw 
  income                  commission and                 2014: GBP9.44m    a healthy increase 
                          trading income.                                  on the prior year 
                                                                           in the UK and the 
                                                                           total overall decrease 
                                                                           is entirely on account 
                                                                           of the closure of 
                                                                           our Swiss office. 
----------------------  ------------------------  ---------------------  --------------------------- 
 Basic earnings/Profit   To grow earnings                   2016: 8.25p   Action taken in 2016 
  (loss) per share        per share for                  2015: (107.3)p    to address costs and 
                          shareholders.                     2014: 9.64p    the sector based strategy 
                                                                           for revenue has returned 
                                                                           positive earnings. 
----------------------  ------------------------  ---------------------  --------------------------- 
 Profit /(Loss)          To increase profit              2016: GBP1.08m   A challenging year 
                          from operations                                  in 2015 which included 
                          by increasing                                    an impairment of goodwill 
                          income while managing                            of GBP13.2m, reversed 
                          operating costs.                                 the trend of the previous 
                                                                           3 years but profitability 
                                                                           has been resumed. 
                                                      2015: GBP(16.68m) 
                                                         2014: GBP1.50m 
----------------------  ------------------------  ---------------------  --------------------------- 
 

Operational

 
 KPI                   Objective                   Performance   Trend 
--------------------  --------------------------  ------------  ---------------------------- 
 Revenue per           To increase the               2016: 207   The difficult period 
  employee (GBP'000)    level of revenue                          of 2015 has been reversed 
                        per employee,                             by the encouraging 
                        whilst keeping                            results of 2016. 
                        a stable number 
                        of employees. 
                                                     2015: 181 
                                                     2014: 263 
--------------------  --------------------------  ------------  ---------------------------- 
 Ratio of employee     To retain a high              2016: 56%   The ratio was impacted 
  compensation          calibre and fairly                        by the reduced revenue 
  to turnover           rewarded team                             in 2015 though in 
                        who generate increasing                   2016 we have seen 
                        levels of revenue.                        a reversal back to 
                        As the fee income                         an improving trend 
                        grows this ratio                          which it is hoped 
                        should maintain                           will continue in 2017. 
                        a reducing trend. 
                                                     2015: 80% 
                                                     2014: 59% 
--------------------  --------------------------  ------------  ---------------------------- 
 Number of corporate   To grow our list              2016: 126   The client list increased 
  clients               of retained clients                       further in 2015 with 
                        across a range                            the acquisition of 
                        of sectors in                             Charles Stanley Securities 
                        order to maximise                         though, with a focus 
                        retainer and transaction                  on quality rather 
                        based income.                             than purely numbers 
                                                                  in 2016, this number 
                                                                  has been reduced in 
                                                                  a managed manner. 
                                                     2015: 152 
                                                     2014: 123 
--------------------  --------------------------  ------------  ---------------------------- 
 

Consolidated income statement

For the year ended 31 December 2016

 
                                                    2016      2015 
                                                 GBP'000   GBP'000 
 Continuing operations 
Commission and trading income                     10,461    11,687 
Commission and trading expense                     (999)   (1,180) 
 
Net commission and trading income                  9,462    10,507 
 
Corporate finance and other fee income            18,017    12,788 
Gain or Loss on corporate investments                569     (270) 
 
Net commission and fee income                     28,048    23,025 
                                                --------  -------- 
 
 
Administrative costs(1)                         (24,447)  (26,493) 
 
Redundancy, restructuring and other 
 non-recurring charges(1)                        (1,378)   (1,730) 
 
Operating profit /(loss) before share-based 
 payments and goodwill impairment                  2,223   (5,198) 
                                                --------  -------- 
 
Share-based payments(1)                            (642)     (470) 
Goodwill impairment (1)                                -  (13,201) 
 
Operating profit/(loss)                            1,581  (18,869) 
                                                --------  -------- 
 
Financial income                                       -         1 
Financial expense                                  (115)      (17) 
 
Net financial expense                              (115)      (16) 
 
Profit/(loss) before tax from operations           1,466  (18,885) 
                                                --------  -------- 
 
Taxation                                           (383)     2,210 
 
Profit/(loss) for the period                       1,083  (16,675) 
                                                --------  -------- 
 
Attributable to: 
Equity holders of the Company                      1,282  (16,675) 
Non-controlling interests                          (199)         - 
                                                --------  -------- 
Total                                              1,083  (16,675) 
                                                --------  -------- 
 
Basic earnings/(loss) per share                    8.25p  (107.3)p 
 
Diluted earnings/(loss) per share                  7.75p  (107.3)p 
 

(1) Administrative expenses which total GBP26.4m (2014: GBP41.9m) have been presented separately here owing to their individual nature and size

Consolidated statement of comprehensive income & expense

For the year ended 31 December 2016

 
                                                  2016      2015 
                                               GBP'000   GBP'000 
 
Profit/(loss) for the period attributable 
 to the owners of 
 the Company                                     1,282  (16,675) 
                                               -------  -------- 
Total comprehensive income/(loss) for 
 the period 
 attributable to the owners of the Company       1,282  (16,675) 
                                               -------  -------- 
 

The Group had no other comprehensive income for the period.

Consolidated statement of financial position

As at 31 December 2016

 
                                      2016      2015 
                                   GBP'000   GBP'000 
Assets 
 
Goodwill and other intangibles       2,423     2,012 
Plant and equipment                  1,535     1,913 
Available for sale investments         100       100 
Deferred tax asset                   1,017     1,547 
Other receivables                      527       409 
 
Total non-current assets             6,009     5,981 
 
Securities held for trading          6,439     5,804 
Trade and other receivables         12,931    20,239 
Cash and cash equivalents            9,414     4,985 
 
Total current assets                28,785    31,028 
 
Current liabilities 
 
Finance facilities                 (3,000)         - 
Trade payables                     (4,556)  (14,115) 
Tax and social security              (426)     (601) 
Corporation tax liabilities           (81)         - 
Other payables                     (3,619)   (4,126) 
Securities held for trading        (3,604)   (1,595) 
 
Total current liabilities         (15,286)  (20,437) 
 
Net current assets                  13,499    10,591 
                                  ========  ======== 
 
Deferred tax liability               (253)     (338) 
 
Total non-current liabilities        (253)     (338) 
 
Net assets                          18,849    16,234 
                                  ========  ======== 
 
Equity 
 
Issued share capital                   622       622 
Merger reserve                      21,810    21,810 
Other reserve                      (8,242)   (8,112) 
Retained earnings                    3,838     1,914 
                                  --------  -------- 
Equity attributable to equity 
 holders of the Company             18,028    16,234 
Non-controlling interests              821         - 
 
Total equity                        18,849    16,234 
                                  ========  ======== 
 

Approved by the board on 4 April 2016 and signed on its behalf by:

Patric Johnson

Chief Executive Officer

Consolidated statement of cash flow

 
                                              Year ended    Year ended 
                                             31 December   31 December 
                                                    2016          2015 
                                                 GBP'000       GBP'000 
Cash flows from operating activities 
 Profit /(Loss) after tax                          1,083      (16,675) 
 Net financial expense                               115            16 
 Depreciation and amortisation                       438           421 
 Intangibles impairment and amortisation             398        13,404 
 Movement in securities held for trading           1,374         (976) 
 (Increase) in net amounts owed by 
  market counterparties                            (494)         (449) 
 Decrease / (increase) in trade and 
  other receivables                                (862)         (119) 
 (Decrease) / increase in trade payables 
  and provisions                                 (1,303)         1,686 
IFRS 2 share-based payment charges                   642           470 
Income tax expense                                   383       (2,210) 
 Net cash from / (used in) operating 
  activities                                       1,774       (4,432) 
                                            ------------  ------------ 
 
Cash flows from investing activities 
Financial income received                              1             1 
Acquisition of plant and equipment                 (105)         (288) 
Acquisition of intangible assets                       -       (1,877) 
Acquisition of available for sale 
 investments                                           -         (100) 
Net cash used in investing activities              (104)       (2,264) 
                                            ------------  ------------ 
 
Cash flows from financing activities 
Purchase of own shares for EBT                     (130)         (326) 
Funding from major shareholder                     3,000             - 
Financial expense                                  (115)          (17) 
Dividend paid                                          -         (366) 
Repayment of EBT loan                                  4             4 
Net cash from financing activities                 2,759         (705) 
                                            ------------  ------------ 
 
Net increase / (decrease) in cash 
 and cash equivalents                              4,429       (7,401) 
Cash and cash equivalents at 1 January             4,985        12,386 
Cash and cash equivalents at 31 December           9,414         4,985 
                                            ------------  ------------ 
 
 

Consolidated statement of changes in equity for the year ended 31 December 2016

 
GBP'000                         Issued    Share     Merger    Other    Treasury  Retained   Non-controlling   Total 
                                 share    premium   reserve   reserve   shares    earnings      interest      equity 
                                capital 
 
At 1 January 2016                   622         -    21,810   (8,112)         -      1,914                -   16,234 
 
Total comprehensive 
 income 
 for the period 
Profit / (loss) for 
 the year                             -         -         -         -         -      1,282            (199)    1,083 
 
 
Other items recorded 
 directly in equity                                                           -                           - 
Dividend payment                      -         -         -         -         -          -                -        - 
Issue of shares (PrimeXtend)                                                  -          -            1,020    1,020 
Share-based payments                  -         -         -         -         -        642                -      642 
 
 
Purchase of own shares 
 for 
 EBT                                  -         -         -     (134)         -          -                -    (134) 
 
Decrease in shares 
 held by 
 EBT                                  -         -         -         4         -          -                -        4 
At 31 December 2016                 622         -    21,810   (8,242)                3,838              821   18,849 
                               --------  --------  --------  --------  --------  ---------  ---------------  ------- 
 

Consolidated statement of changes in equity for the year ended 31 December 2015

 
GBP'000                   Issued    Share     Merger    Other    Treasury   Retained   Non-controlling   Total 
                           share    premium   reserve   reserve   shares    earnings       interest      equity 
                          capital 
 
At 1 January 2015             622         -    21,810   (7,790)         -      18,485                -    33,127 
 
Total comprehensive 
 loss for the period 
 
Loss for the year               -         -         -         -         -    (16,675)                -  (16,675) 
 
 
Other items recorded 
 directly in equity             -         -         -         -         -           -                -         - 
Dividend payment                -         -         -         -         -       (366)                -     (366) 
Share-based payments            -         -         -         -         -         470                -       470 
 
Purchase of own shares 
 for EBT                        -         -         -     (326)         -           -                -     (326) 
 
Decrease in shares 
 held by EBT                    -         -         -         4         -           -                -         4 
At 31 December 2015           622         -    21,810   (8,112)         -       1,914                -    16,234 
                         --------  --------  --------  --------  --------  ----------  ---------------  -------- 
 
   1    Basis of preparation 

The financial information set out in the financial statements contained within this announcement does not constitute the groups statutory accounts for the years ended 31 December 2016 and 2015. Statutory accounts for 2015 have been delivered to the Registrar of Companies, and those for 2016 will be delivered in due course. The auditor has reported on both sets of accounts; their reports were (i) unqualified, (ii) did not include any reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

   2    Segmental analysis 

The Group reports its operating segments according to how the Group's chief operating decision maker ("CODM") allocates resources to each segment and assesses performance. In this respect the Group's CODM has been defined as the Group's CEO.

In the segmental table below, the principal operating segments have been identified as the Institutional Equities and the Corporate Broking divisions supported by a central group managing the administrative functions of the Group. In previous years, this table has been presented on a geographic basis. However, since the closure of the Swiss office in January 2016, this is no longer meaningful. The results of the Swiss office are included with those of the Institutional Equities' segment.

Segmental analysis for the year ended 31 December 2016 and reconciliation to the statutory income statement is set out below:

 
                           Institutional          Corporate            Central                Total 
                              Equities             Broking 
                            2016       2015      2016      2015      2016     2015         2016     2015 
                         GBP'000    GBP'000   GBP'000   GBP'000   GBP'000    GBP'000    GBP'000    GBP'000 
 
 Net commission and 
  trading income           9,462     10,508                                               9,462     10,508 
 Corporate finance 
  fee income                                   18,586    12,517                          18,586     12,517 
 Total net revenue 
  by segment               9,462     10,508    18,586    12,518                          28,048     23,025 
 
 Directly attributable 
  administrative 
  expenses               (9,558)   (10,954)   (7,874)   (8,511)                        (17,432)   (19,465) 
 Central administered 
  expenses                                                        (7,015)    (7,028)    (7,015)    (7,028) 
 Goodwill impairment                                                        (13,201)              (13,201) 
 Share based payments                                               (642)      (470)      (642)      (470) 
 Redundancy and 
  restructuring 
  charges                                                         (1,378)    (1,730)    (1,378)    (1,730) 
 
   Total costs           (9,558)   (10,954)   (7,874)   (8,511)   (9,035)   (22,429)   (26,467)   (41,894) 
 
 Segment profit/(loss)      (96)      (446)    10,712     4,007   (9,035)   (22,429)      1,581   (18,869) 
 
 Net financial 
  income/(expense)             -          -         -         -     (115)       (16)      (115)       (16) 
 
 Profit/(loss) before 
  tax                       (96)      (446)    10,712     4,006   (9,150)   (22,445)      1,466   (18,885) 
 
 Income tax                                                         (383)      2,210      (383)      2,210 
                        --------  ---------  --------  --------  --------  ---------  ---------  --------- 
 Profit/(loss) after 
  tax                       (96)      (446)    10,712     4,006   (9,533)   (20,235)      1,083   (16,675) 
                        --------  ---------  --------  --------  --------  ---------  ---------  --------- 
 
 Attributable to: 
 Equity holders of 
  the Company                                                                             1,282   (16,675) 
 Non-controlling 
  interests                                                                               (199) 
                                                                                      ---------  --------- 
 Total                                                                                    1,083   (16,675) 
                                                                                      ---------  --------- 
 

All revenue is from external customers. There are no regular major customers that account for more than 10% of revenue.

PrimeXtend

The contribution of PrimeXtend's business for the period ended December 2016 has been included within the Central segment. As the business develops in 2017 it will become a more significant contributor to the Group and the intention is that it will be run as a separate operating segment and disclosed as such in the financial statements for the period ended December 2017.

Switzerland

The business previously conducted by the representative office of Quaker Securities related entirely to institutional equities and has been incorporated into the Institutional Equities principal operating segment. Switzerland, which was a separate geographic segment in 2015, recorded the following results in the year ended December 2016 (GBP'000): Net revenue of GBP78, directly attributable costs of GBP292, tax of GBP6 resulting in a post-tax loss for the year of GBP220. For 2015 in GBP000 the net revenue was GBP1,264, direct costs were GBP1,314, tax was GBP24 resulting in a post-tax loss for the year of GBP74.

 
 
                                     UK                Other(1)           Total 
 
                                2016       2015      2016      2015       2016           2015 
                             GBP'000    GBP'000   GBP'000   GBP'000    GBP'000        GBP'000 
 
 Non-current assets 
  (inc. goodwill)            6,009      5,981           -         -    6,009            5,981 
 Current assets               28,875     31,028         -         -     28,875         31,028 
 Current liabilities        (16,064)   (20,438)         -         -   (16,064)       (20,438) 
 Non-current liabilities           -      (338)         -         -          -          (338) 
 Capital expenditure            (64)      (288)         -         -       (64)          (288) 
 
 

1 The Swiss business operated as a representative office of the UK business until 31 January 2016 when it ceased regulated business in Switzerland.

   3   Staff costs 
 
 Group                                            Year ended     Year ended 
                                                 31 December    31 December 
                                                        2016           2015 
                                                                   Restated 
                                                     GBP'000        GBP'000 
 Staff costs including Directors' emoluments 
 Wages and salaries                                   12,994         14,447 
 Social security costs                                 1,638          1,685 
 Pensions (defined contribution scheme)                1,049          1,077 
                                               =============  ============= 
 Total                                                15,681         17,209 
                                               =============  ============= 
 

The 2015 staff costs comparative has been restated to correct an error in the prior year reported balance.

The Group operates a defined contribution pension scheme. At the balance sheet date the Group had no outstanding pension contribution liabilities. The charge for the period to 31 December 2016 was GBP0.8m (2015: GBP1.1m).

Actual number of persons, including Directors, employed by the Group as at 31 December 2016:

 
                      Group total   UK 2016   Swiss 2016   Group total 
                             2016                                 2015 
 
 Institutional 
  Equities                     41        41            -            61 
 Corporate Broking             34        34            -            37 
 Other                         34        34            -            24 
                     ============  ========  ===========  ------------ 
 Total                        109       109            -           122 
                     ============  ========  ===========  ------------ 
 

Average number of persons, including Directors, employed by the Group during the year was:

 
                      Group total   UK 2016*   Swiss 2016   Group total 
                             2016                                  2015 
 
 Institutional 
  Equities                     46         45            1            64 
 Corporate Broking             35         35            -            38 
 Other                         30         29            1            28 
                     ============  =========  ===========  ------------ 
 Total                        111        109            2           130 
                     ============  =========  ===========  ------------ 
 

* The UK total included 1 headcount in Singapore until 31 May 2016

Directors' emoluments

Emoluments paid to Directors were as follows:

 
                   Emoluments   Pension     Share   Emoluments   Pension     Share 
                                           option                           option 
                                             gain                             gain 
                         2016      2016      2016         2015      2015      2015 
                      GBP'000   GBP'000   GBP'000      GBP'000   GBP'000   GBP'000 
 
 Aggregate              1,239        39         5        1,075        42        11 
 Highest 
  paid Director           414        22         -          353        13         - 
 

Three Directors accrued benefits during the year under the Group's defined contribution pension scheme.

The Directors are reimbursed all reasonable expenses incurred solely in relation to their duties as a Director.

   4     Income tax expense 

The analysis of the total income tax (charge) / credit is as follows:

 
                                                          Year ended    Year ended 
                                                         31 December   31 December 
                                                                2016          2015 
                                                             GBP'000       GBP'000 
Analysis of tax (charge) / credit in period: 
      UK corporation tax at 20.00% (2015: 20.25%) 
      Current year tax (charge) / credit                        (75)             - 
      Prior year adjustment                                      137            30 
      Other prior year adjustments                                 -          (28) 
                                                                  62             2 
Deferred tax 
      Prior year adjustments to deferred tax (charge) 
       / credit                                                (383)           338 
      Current year deferred tax (charge) / credit               (62)         1,870 
                                                               (445)         2,208 
 
Tax (charge) / credit on profits on ordinary 
 activities                                                    (383)         2,210 
                                                        ------------  ------------ 
 
Effective tax rate charge                                   (26.16)%       (11.7)% 
 
Factors affecting tax charge: 
 
Profit / (Loss) on ordinary activities after 
 tax                                                           1,083      (16,675) 
 
Tax on operations                                                383       (2,210) 
 
Profit / (Loss) on ordinary activities before 
 tax                                                           1,466      (18,885) 
                                                        ------------  ------------ 
 
Profit / (Loss) on ordinary activities multiplied 
     by rate of UK corporation tax at 20.00% 
      (2015: 20.25%)                                           (293)         3,824 
 
Effects of: 
     Expenses not deductible for tax purposes                     24          (24) 
    Impairment of consolidated goodwill not 
     deductible for tax purposes                                   -       (2,673) 
     Differences relating to share schemes                     (108)         (105) 
     Effects of foreign tax                                        -          (22) 
     Change in corporation tax rate                               29         (216) 
     Deemed goodwill on amortisation                               -             - 
     Impairment of consolidated goodwill-write 
      off of deferred tax liability                                -         1,058 
    Previously unrecognised deferred tax asset                   211             - 
     Adjustment to tax charge in respect of previous 
      periods                                                  (246)           368 
Total tax (charge) / credit on profits / 
 (losses) on ordinary activities                               (383)         2,210 
                                                        ------------  ------------ 
 

The UK corporation tax rate reduced from 20% to 19% on 1 April 2017. It has also been announced that the corporation tax rate will reduce to 17% from April 2019. Deferred tax has been recognised at the blended rate of 18%.

   5   Earnings per share 

Earnings per share ("EPS") are calculated on a net basis using the profit on ordinary activities after taxation divided by the weighted average number of shares detailed below.

 
                                                       Year ended                 Year ended 
                                                      31 December                31 December 
                                                             2016                       2015 
                                                          GBP'000                    GBP'000 
 
 Profit / (Loss) on ordinary activities 
  after taxation attributable to 
  the owners of the Company                                 1,282                   (16,675) 
 
 Weighted average number of shares 
  in issue                                             15,545,473                 15,545,473 
 Fully diluted weighted average 
  number of shares in issue                            16,528,370                 15,682,490 
 
 Basic earnings / (loss) per share 
  (based on profit/(loss) on ordinary 
  activities after taxation)                                8.25p                   (107.3)p 
 
 Diluted earnings/(loss) per share 
  (based on profit/(loss) on ordinary 
  activities after taxation)                                7.75p                   (107.3)p 
 
 
   6          Acquisition of PrimeXtend 

On 21 September 2016 the Group committed to a strategic investment in a newly incorporated company, PrimeXtend Limited ("PrimeXtend"), a business focussed on the evolution of agency broker services. The Group will make an all-cash investment of up to a maximum of GBP2m over a period of ten months, subject to the satisfaction of certain performance milestones, for an initial 49% shareholding with the balance retained by Xtend Group Limited. PrimeXtend will operate under an appointed representative agreement with Panmure Gordon (UK) Limited. As at 31 December 2016, consideration of GBP1.144m had been paid, and GBP0.856m remained payable subject to the satisfaction of those conditions. A further GBP0.623m was paid subsequent to year-end.

The Group results consolidate the results of PrimeXtend, reflecting the control, rights and influence the Group holds.

PrimeXtend is a start-up and the fair value of assets and liabilities at the time of acquisition were Nil. Nor were any intangible assets acquired on acquisition. The goodwill arising on acquisition is GBP1.020m which equates to the non-controlling interest established on acquisition. The goodwill essentially represents intangibles such as know-how and client contacts which are not capable of being recognised under IAS 38.

PrimeXtend made a loss in the period of GBP0.390m of which the group's share was GBP0.191m. Given PrimeXtend is a start-up, the result of PrimeXtend had it been acquired on 1 January 2016 is not meaningful. Transaction costs of GBP0.1m have been included in operating expenses for the year ended 31 December 2016.

The investment value represents the goodwill created on acquisition of the investment by the Group in 2016 including future committed and contingent remaining tranches of cash injections.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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April 04, 2017 02:01 ET (06:01 GMT)

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