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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Premier Veterinary Group Plc | LSE:PVG | London | Ordinary Share | GB00BSZLMS59 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 34.50 | 32.00 | 37.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMPVG
RNS Number : 3606Q
Premier Veterinary Group PLC
29 November 2016
PREMIER VETERINARY GROUP PLC
PRELIMINARY ANNOUNCEMENT - FINAL RESULTS FOR THE YEARED 30 SEPTEMBER 2016 AND NOTICE OF ANNUAL GENERAL MEETING
CONTINUING RAPID GROWTH IN CUSTOMER BASE FOR PREMIER PET CARE PLAN
London, UK, 29 November 2016 - Premier Veterinary Group plc (LSE: PVG) ("PVG" or the "Company") today announces its audited results for the year ended 30 September 2016.
Dominic Tonner, CEO of PVG commented:
"The significant progress made over the last 12 months in Europe and the US has helped develop a clear path for investing in sustainable aggressive growth over the next 5 years. The Company's research across many countries indicates an opportunity to build a major global enterprise to deliver substantial returns to shareholders.
The Board remains confident in the Group's prospects and in its ability to deliver the expansion strategy."
HIGHLIGHTS
-- Disposal -of wholly-owned subsidiaries, Zetland Limited, Thanet One Limited and The Veterinary Clinic (Bearwood) Limited (the "Veterinary Business") for total consideration of GBP6.5m in December 2015. GBP1m placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement, expected to be released in December 2016.
-- 22% increase in contracted clinics with 1,076 clinics in UK, US, Republic of Ireland, Denmark, the Netherlands, France and Germany at year end (30 September 2015: 880).
-- 33% increase in total revenue from continuing operations (Premier Pet Care Plan and Premier Buying Group) to GBP2.99m for the year ended 30 September 2016 (30 September 2015: GBP2.25m).
-- 75% increase in global revenues from Premier Pet Care Plan to GBP1.87m for the year ended 30 September 2016 (30 September 2015: GBP1.07m).
-- 70% increase in pets on plan with 139,000 on plan at 30 September 2016 (30 September 2015: 82,000).
-- 53% increase in pets on plan in the UK to 121,000 at 30 September 2016 (30 September 2015: 79,000).
-- 77% increase in the number of global direct debits processed to 1,402,000 in year ended 30 September 2016 (30 September 2015: 794,000).
-- Revenue generation from Premier Buying Group steady at GBP1.1m for the year to 30 September 2016 (30 September 2015: GBP1.2m).
A full copy of the Company's Annual Report and Accounts for the year ended 30 September 2016 (incorporating the Notice of Annual General Meeting) ("Annual Report") will be available shortly on its website at www.premiervetgroup.co.uk within the Investor Relations section. In accordance with Listing Rule 9.6.1, the Annual Report has also been uploaded to National Storage Mechanism, and will also shortly be available for viewing.
Disclosure & Transparency Rule ("DTR") 6.3.5 requires the Company to disclose to the media certain information from its Annual Report, if that information is of a type that would be required to be disseminated in a half-yearly report. Accordingly, this announcement should be read in conjunction with and is not a substitute for reading the full Annual Report. Together these constitute the information required by DTR 6.3.5, which is required to be communicated in unedited full text through a Regulatory Information Service.
The information included in this announcement is extracted from the Annual Report which was approved by the Directors on 28 November 2016. Defined terms used in the announcement refer to terms as defined in the Annual Report unless the context otherwise requires.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
ANNUAL GENERAL MEETING
The Company also today gives notice that its Annual General Meeting will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 11.30 am on 3 March 2016.
The Annual Report and Notice of Annual General Meeting will be posted to shareholders in due course.
For further information, please contact:
Premier Veterinary Group plc Tel: +44 (0)117 970 4130
Dominic Tonner, Chief Executive Officer
Will Evans, Chief Financial Officer
Square1 Consulting Tel: +44 (0)207 929 5599
David Bick/Brian Alexander
This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, and any statements preceded by, followed by or that include forward-looking terminology such as the words "targets", "believes", "estimates", "expects", "aims", "intends", "will", "can", "may", "anticipates", "would", "should", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, readers are cautioned not to rely on any forward-looking statement.
CHAIRMAN'S STATEMENT
I was delighted to be invited to join the Board of Directors of the Company as independent non-executive Chairman in April 2016, succeeding Iain Ross who oversaw the successful reverse takeover of the Company into Ark Therapeutics Group plc in February 2015. Iain remains on the Board as a non-executive director.
Overview
This has been a very exciting year for the Company, seeing a dramatic change of focus in its business direction. Following a strategic review last year of the Company's portfolio of assets and assessing alternative strategies to optimise shareholder value, the Company sold its veterinary practices, Zetland Limited, Thanet One Limited and The Veterinary Clinic (Bearwood) Limited (the "Veterinary Business") to Independent Vetcare Limited in December 2015. The sale proceeds were cash consideration of GBP4.1m plus repayment of intercompany loans of GBP2.4m. As part of the sale, GBP1m had been placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement. The directors expect this GBP1m to be released 12 months after completion (December 2016) and have therefore recognised it in full with other receivables.
The outcome of the strategic review was to focus our efforts on the Company's preventative healthcare programme for pets branded "Premier Pet Care Plan" where the size of the opportunity is significant. Excellent progress has been made in the roll-out of Premier Pet Care Plan during the reporting period. In March 2016, we announced the 100(th) veterinary clinic signed up to Premier Pet Care Plan in the Netherlands, in April 2016 the relaunch of Premier Pet Care Plan by our own dedicated team in Denmark and, in June 2016, the launch of Premier Pet Care Plan in France. We were also very pleased to announce in September 2016 the three-year extension to our existing contract to provide Premier Pet Care Plan to all new and existing practices in the UK of Medivet Group Limited, one of the largest veterinary groups within the UK.
During the year ended September 2016, we significantly increased our number of pets on plan to 139,000, a 70% increase on September 2015, and the number of direct debits processed increased by 77% demonstrating the significant progress we have made in executing our strategy.
The Company also commenced its expansion in the US in May 2016 with the appointment of a small team based out of Atlanta, Georgia and Charlotte, North Carolina. In June 2016, with the announcement of two major contract wins for Premier Pet Care Plan in the US, we feel confident of our plan to continue our expansion in the US.
This rapid rate of expansion into the US surpassed the Company's expectations and, in order to capitalise on the high level of interest that was being shown in the take-up of Premier Pet Care Plan, further trainers needed to be recruited in the US much sooner than had originally been predicted. It was envisaged that a further resource would need to be recruited to handle the higher than anticipated level of hospital launches.
Consequently, the directors looked at a number of strategies for financing the Company's continued expansion in the US, and concluded that debt funding provided the most appropriate solution for the Company. On that basis, in September 2016, the Company agreed terms for an aggregate issue of GBP1.25m of unsecured Loan Notes, full details of which are set out in the Directors' Report contained in the Annual Report.
In August 2016, further to a resolution passed by shareholders at last year's annual general meeting, the Company made an application to The High Court of Justice, Chancery Division ("The High Court"), for approval for the reduction of the Company's share capital and cancellation of the entire amount standing to the credit of the Company's share premium account (the "Capital Reduction"), full details of which were set out in last year's notice of annual general meeting dated 28 January 2016. I am pleased to report that the Capital Reduction was approved by The High Court on 31 August 2016, as more fully explained in the Directors' Report in the Annual Report.
Board and Management
The directors remain committed to maintaining the highest standards of transparency, ethics and corporate governance whilst also providing leadership controls and strategic oversight to ensure that we deliver value to all the Company's shareholders. Each director brings independence of character and judgment to the role. Board and Committee meetings are characterised by robust, constructive debate based on reporting from management, and the Board keeps its performance and core governance principles under regular review.
During the reporting period, Daniel Smith, our former Chief Financial Officer, resigned to relocate to a different part of the UK. Will Evans joined the Company on 19 September 2016 as Daniel's successor and brings with him a wealth of experience from the senior management and finance positions he has held in other UK listed companies. I would personally like to thank Daniel for all his hard work and dedication during his tenure as the Company's Chief Financial Officer.
We were also pleased to appoint Zeus Capital Limited as the Company's sole broker in July 2016.
Results
The Group ended the year with cash and short-term deposits of GBP1.25m compared to GBP0.42m at the end of September 2015. Total income excluding discontinued operations for the year ended 30 September 2016 was GBP2.99m compared with GBP2.25m last year, an increase of 33%. The total volume of direct debits processed under Premier Pet Care Plan increased to 1,402,000 in the year to 30 September 2016 (30 September 2015: 794,000). The Group ended the year with net assets of GBP1.64m (30 September 2015: net liabilities GBP0.30m).
The loss from continuing operations increased from GBP1.59m to GBP2.43m. The majority of this increase relates to the investment in sales and training resources and infrastructures in Europe and the US to expand our geographical markets, coupled with expansion in technical resources to support improvements in our technical capabilities.
The profit attributable to equity holders for the year was GBP1.82m compared to a loss of GBP1.00m for the year ended 30 September 2015, after recognising gains on the disposal of the Veterinary Business and profits up to the date of disposal totalling GBP4.25m.
It is, at present, intended that no dividends will be paid by the Company. The position will be reviewed if future activities lead to significant levels of distributable profits, taking into account any earnings, of which there can be no assurance, to be reinvested in the Group's business.
Outlook
As a result of the business transformation, your Company is now primarily focused on the roll-out and growth of its Premier Pet Care Plan business in multiple overseas territories. Your Board believes with continued investment, in particular in the US, a significant increase in shareholder value can be generated and that the Company is well placed to achieve this goal. With a clear road map now in place we feel confident of our plan and look forward to 2016/17 and the significant opportunity ahead.
I would like to take this opportunity of thanking the shareholders for their continued support, and also to thank our management team and staff under the leadership of our CEO, Dominic Tonner, for their outstanding commitment and contribution to the success of the business.
I look forward to updating you on future developments.
Juliet Thompson
Chairman
Premier Veterinary Group plc
28 November 2016
OPERATIONAL REVIEW FOR THE YEARED 30 SEPTEMBER 2016
Premier Veterinary Group plc's services to third party veterinary practices, through its wholly-owned subsidiary Premier Vet Alliance Limited ("PVA"), include:
-- the administration and support of a preventative healthcare programme for pets branded "Premier Pet Care Plan";
-- and the operation of a buying group, "Premier Buying Group", in the UK and Ireland, which offers enhanced discounts to member practices on pharmaceutical and consumable spending
(together the "PVA Business")
Premier Pet Care Plan is a structured, preventative healthcare programme for cats, dogs and rabbits and is available only through veterinary practices. The programme is seen as a way of providing gold standard care for pets at an affordable price for the client, by way of fixed monthly payments.
Premier Pet Care Plan uses a clinical approach to prevention as this is the most effective method of ensuring illnesses are diagnosed more quickly and not given a chance to advance. What truly sets Premier Pet Care Plan apart is its unique approach of offering an end-to-end solution and support to the practice, which has been proven to work extremely well. PVA works alongside practices to create a tailor-made, cost-effective service for clients, one that delivers excellent care to their patients and significantly improves practice performance.
Premier Buying Group is now the UK's largest veterinary buying group without group interests in veterinary practices or veterinary wholesalers offering its members some of the best discounts across the industry on pharmaceutical and consumable spend.
As reported in the Chairman's Statement above, the Company completed the sale of its veterinary practices (the "Veterinary Business") in December 2015 (the "Disposal"). The consideration received from the Disposal and repayment of intercompany loans amounting in aggregate to GBP6.5m allowed the Company to repay all of its debt at that time and, after allowing for transaction costs and acceleration of fees relating to the debt repayment, increased net assets by GBP4.09m. An amount of GBP1m had been placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement. The directors expect this GBP1m to be released 12 months after completion, in December 2016, and have therefore recognised it in full within other receivables. Prior to the Disposal in December 2015, the Veterinary Business generated revenues of GBP1.25m and made a pre-tax profit of GBP0.162m.
The Disposal has enabled our management to focus on the development and expansion of Premier Pet Care Plan and we have been encouraged by the consistent growth in the number of pets on plan.
The Company continues to invest heavily in the development of its bespoke software system to facilitate the worldwide operation of Premier Pet Care Plan, and the Company is pleased to report that this transaction platform is fully functioning and operating to specification in Europe and the US. The Company plans to add functionality to the platform with the intention of developing further revenue generating opportunities. In addition, the collection and validation of significant data sets has been building over previous years and may create further value for the business.
Premier Pet Care Plan territory focus
UK
In the UK, the number of pets on Premier Pet Care Plan grew in the reporting period from 79,000 to 121,000. The UK market, whilst more mature than the international markets, has demonstrated significant traction over the period, with growth of over 53% in pets on plan, and management is confident that strong growth in the UK market will continue.
There are further opportunities to build relationships with new partners in our home market which will be pursued over the coming period. The new online portal which has been further developed this year has been very well received, and the expectation is that most clinics will be migrated by the end of the coming year. This has streamlined our data inputting process and improved efficiency in the operation. Further new functionality will be delivered this year, providing improved user experience and additional revenue opportunities.
In September 2016, we announced that we had signed a three-year extension to our existing contract with Medivet Group Limited ("Medivet") for the provision of Premier Pet Care Plan to all Medivet's new and existing practices in the UK. Medivet is one of the largest veterinary groups within the UK currently operating out of 143 practices spread across the country, with plans to expand their representation as acquisition opportunities present themselves.
The business currently has 482 clinics signed up to the Premier Pet Care Plan and management recognises that there are good indicators for further growth within the UK independent veterinary market of approximately 3,500 clinics.
Europe
In March 2016, we announced that the Company had entered into contractual arrangements for its Premier Pet Care Plan with over 100 veterinary clinic customers in the Netherlands. Premier Pet Care Plan, as at 30 September 2016, now covers over 15,000 pets in the Netherlands where the plan is sold under the name of Huisdieren ZorgPlan ("HZP"). There are approximately 1,100 domestic animal veterinary practices in the Netherlands and this market has similar compliance rates on vaccination and flea, worm and tick control to the UK. The Netherlands was amongst the first countries targeted for overseas expansion, and our Dutch customer practices have embraced HZP to improve client loyalty, increase revenue, improve cash flow and differentiate themselves in a very competitive market.
We were pleased to announce in August 2016 that we had signed a co-operation agreement for HZP with Zoetis Netherlands Holdings B.V. ("Zoetis"), one of the world's largest animal healthcare companies. Since the introduction of HZP to the Dutch companion animal market in March 2015, the business has entered into contracts with approximately 12% of the available clinic market. The co-operation agreement signed with Zoetis has resulted in its representatives identifying and supporting further practices which are interested in launching
HZP in the Netherlands. The Company has appointed a country manager to lead the expansion.
The available market for preventative healthcare programmes for pets across the Netherlands is estimated at 1,100 veterinary practices, and an estimated 1.6 million dogs and 2.6 million cats (Source: FEDIAF - 2012).
Following a strategic review of our Nordic business in April 2016 we decided to relaunch Premier Pet Care Plan with our own dedicated team in Denmark. Consequently, we agreed with our partner in the Nordic region to dissolve arrangements entered into in 2014. PVA has continued to support the existing client base in Denmark.
As at 30 September 2016, the Company had 22 clinics and 1,671 pets on plan in Denmark and anticipates over the coming year to invest in additional sales resource to drive further growth in this area.
The available market for preventative healthcare programmes for pets in Denmark is estimated at 630 veterinary practices, and an estimated 0.6 million dogs and 0.5 million cats (Source: OECD/EPFMA).
Premier Pet Care Plan was launched in France in June 2016 under the name "Premier VetoPlan" ("PVP"), having been show-cased at the France Vet Exhibition. Since launch, the initial primary focus has been on Paris and the Ile de France region that surrounds the capital. The first contract for PVP was actually signed at the France Vet Exhibition with a clinic in Toulouse in the south of the country. As at 31 October, the Company had 7 clinics signed up with a pipeline building. Partnership agreements with major pharmaceutical companies would help new business development, which is a focus for management over the next 12 months.
The available market for preventative healthcare programmes for pets across France is estimated at over 7 million dogs - similar to the UK - and over 11 million cats - more than 30% higher than the UK (Source: FACCO, France). There are approximately 6,000 veterinary practices in France.
In the last quarter of the reporting period, Premier Pet Care Plan was launched in Germany, branded as "Tier Vital Plan" and as at 31 October 2016, 5 clinics had signed agreements in this territory. These clinics are scheduled to launch and to start offering Premier Pet Care Plan by the end the first quarter of 2017.
The available market for preventative healthcare programmes for pets across Germany is estimated at over 5 million dogs and over 8 million cats (Source: EPFMA/OECD). There are approximately 7,000 veterinary practices in Germany.
US
Early May 2016 saw the commencement of our expansion of Premier Pet Care Plan into the US with operations being established in Atlanta, Georgia and Charlotte, North Carolina.
At the beginning of June 2016, we secured a co-operation agreement with Veterinary Products, Inc. ("VPI"), a significant veterinary distributor co-op, headquartered in Atlanta, Georgia, US. The initial 5-year contract is to introduce Premier Pet Care Plan to VPI's member hospitals numbering over 600 across 15 States, located primarily in the south east of the US. Working closely with the VPI management and field sales team, good penetration to their customer base should be achieved.
Closely following the signing of the agreement with VPI, at the end of June 2016, the Company signed a further major co-operation agreement for Premier Pet Care Plan in the US with Merritt Veterinary Supplies Inc. ("MVS"), a leading veterinary supplies distributor founded in 1938, which has 9,000 member hospitals in the south east of the US. MVS is headquartered in Columbia, South Carolina.
The initial 5-year agreement, as exclusive preferred provider of preventative healthcare programmes, is to introduce Premier Pet Care Plan to MVS' member hospitals, located primarily in South Carolina, North Carolina, Georgia, Alabama, Florida, Mississippi, Louisiana, Tennessee, Kentucky and Indiana. Recruitment of the product launch and training team has already commenced to service this substantial account, and this will be supported by MVS' internal 42-strong sales team.
As more fully explained in the Chairman's statement above and in the Directors' Report in the Annual Report, during the reporting period, the Company issued in aggregate GBP1.25m of unsecured Loan Notes to existing and new investors in the Company to help finance the Company's continued rapid expansion in the US.
Further significant contractual relationships will be targeted in the coming period with the aim that the Company becomes the most important player in this space.
As at 25 November 2016, agreements had been signed with 58 hospitals in the US, with 26 hospitals launched to date. The Company has also commenced the collection of recurring payments in relation to the first pets on plan. The available market for preventative healthcare programmes for pets across the US is estimated at 70 million dogs and 74 million cats (U.S. Pet Ownership & Demographics Sourcebook 2012).
Premier Buying Group
The other aspect of PVA's business, Premier Buying Group, is now the UK's largest veterinary buying group without group interests in veterinary practices or veterinary wholesalers.
Members of Premier Buying Group enjoy access to a range of services designed to encourage clinical compliance, the highest standards of pet care and business growth. Premier Buying Group is primarily designed to provide more autonomy, flexibility and deliver greater savings. The specially negotiated discounts on both small and large animal products enable independent practices to compete with larger groups.
The number of Premier Buying Group members has increased by 9% in the last 12 months, and there are currently over 500 member clinics (2015: 459 member clinics) throughout the UK, Northern Ireland and the Republic of Ireland.
The Company is continuing to enhance the services offered to clinics which it believes bring added value to its members and a number of alternative propositions are also being investigated in this respect. The structure of the management fee has been amended to offer joining practices a means of achieving greater savings upfront, balanced against an initial longer contract term. In addition, the charging structure has been more clearly aligned to the practice spend, more closely linking our fees to savings delivered to the practice.
FINANCIAL REVIEW FOR THE YEARED 30 SEPTEMBER 2016
The following review should be read in conjunction with the financial statements and related notes contained in the Annual Report.
The Group's total income from continuing operations for the year ended 30 September 2016 was GBP2.99m, an increase of 33% (2015: GBP2.25m). This growth was driven by an increased number of fee generating pets on plan throughout the period.
The table below shows the revenues and operating results from each of the areas in which the business now operates.
Hot Features
Premium
GBP000s Revenue Operating profit/(loss)
---------------------- -------------- --------------------------
2016 2015 2016 2015
---------------------- ------ ------ ------------ ------------
Premier Pet Care
Plan - UK 1,606 1,034 409 307
---------------------- ------ ------ ------------ ------------
Premier Buying Group 1,120 1,184 766 919
---------------------- ------ ------ ------------ ------------
Premier Pet Care
Plan - overseas 263 36 (1,488) (464)
---------------------- ------ ------ ------------ ------------
Total 2,989 2,254 (313) 762
---------------------- ------ ------ ------------ ------------
Central unallocated
costs (1,908) (1,493)
---------------------- ------ ------ ------------ ------------
Loss from operations (2,221) (731)
---------------------- ------ ------ ------------ ------------
Overall Premier Pet Care Plan revenues in the UK and overseas are up 75% to GBP1,869k (2015: GBP1,070k). In the UK, revenues are up 55%, correlating with the 53% increase in fee generating pets on plan.
Revenues from Premier Buying Group have reduced by 5% to GBP1.12m (2015: GBP1.18m) as a result of a conscious management decision to review its fee structure to address increased competition within the buying group market and corporate consolidation activity. This change to our fee structure has also delivered greater transparency of charging and clearly demonstrates that our charging structure is aligned to the delivery of enhanced savings for the practice. Operating profits have reduced due to reduced revenue and the need to make some investment in sales resource to address the market challenges.
Together Premier Buying Group and UK Premier Pet Care Plan operations are now generating a strong source of sustainable operating profit to support our international growth plans and the required investment in our transaction processing platform and customer portal.
Premier Pet Care Plan overseas is gaining momentum generating revenues of GBP263k (2015: GBP36k). The operating loss has increased substantially, as previously mentioned, to GBP1,488k as we invest in our sales and infrastructure resources in new territories.
Central unallocated costs have increased in the year largely due to the additional bonuses paid to management for the exceptional efforts made in driving the sale of the Veterinary Business.
Interest costs for the year were GBP0.21m (2015: GBP0.86m), this reduction being achieved by repaying the Group's debt with the proceeds from the sale of the Veterinary Business.
The loss from continuing operations increased from GBP1.59m to GBP2.43m, as explained by the operational changes above, but partially mitigated by the reduction in interest costs.
Profits on discontinued operations were GBP0.16m, representing profits from the Veterinary Business up to the point of disposal.
The gain on disposal of the Veterinary Business of GBP4.09m includes GBP1m of proceeds placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement. This is expected to be released in December 2016.
As a consequence of the Disposal, the Group generated a profit for the year of GBP1.82m (2015: Loss GBP1.00m).
The share-based compensation charge for the period was GBP0.02m (30 September 2015: GBP0.02m).
The Group has invested and capitalised GBP0.23m (2015: GBP0.21m) in its bespoke software system to facilitate the worldwide operation of Premier Pet Care Plan. Similar levels of capital investment are anticipated in the coming year. In addition to this, the Group has expensed GBP0.19m (2015: GBP0.05m) of salary and other costs to develop and refine the overall transaction processing platform and customer portal.
The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Group to the fund and into personal arrangements in respect of the period.
Net assets were GBP1.64m at 30 September 2016 (at 30 September 2015: net liabilities of (GBP0.30m)), the position being improved by the sale of the Veterinary Business.
As more fully explained in the Chairman's Statement above, during the reporting period, the Company issued in aggregate GBP1.25m of unsecured Loan Notes to existing and new investors in the Company. The initial tranche of Loan Notes issued raised GBP0.9m. The balance of the Loan Note issue of GBP0.35m is with Bybrook Financial Services Limited ("BFSL") and is committed for drawdown by 31 January 2017. Raj Uppal, an executive director of the Company, is sole director and shareholder of BFSL. As a result of the Loan Note proceeds cash and short-term deposits rose to GBP1.25m as at 30 September 2016 (at 30 September 2015: GBP0.42m). These funds were raised to support the investment in business development resources in the US and Europe to fuel the Company's expansion plans in those areas. The release of GBP1m of disposal proceeds from escrow in December 2016 will further fund the expansion strategy.
The Loan Notes mature after 18 months from issue and, consequently, GBP0.9m is due for repayment no later than 16 March 2018, and GBP0.35m no later than 31 July 2018. The Company has an option to call down a further loan for GBP0.35m upon repayment of BFSL's initial Loan Note. This second BFSL loan option, if exercised by the Company, will be repayable within 12 months of being drawn down, giving further ongoing funding if required.
Going concern
The consolidated financial statements have been prepared on a going concern basis. The Group made a loss from continuing operations of GBP2.43m in the year ended 30 September 2016 and ended the year with net assets of GBP1.64m. As at 30 September 2016, the Group had cash and short term deposits of GBP1.25m. GBP0.35m will be received from the remaining tranche of the Loan Note issue by 31 January 2017 and the remaining disposal proceeds of GBP1m are due to be released in December 2016. The directors have made enquiries and have no reason to believe that this amount will not be released.
The directors consider that with its current cash reserves, the additional funds that will be received in the near future and the second BFSL loan option, that the Group has sufficient resources to meet all current liabilities as they fall due. After consideration of market conditions, the Group's financial position, the Group's forecasts and projections, which allow for reasonable possible changes in trading performance and after making enquiries, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.
Outlook
The preventative pet care market outlook continues to be positive. The significant progress made over the last 12 months in Europe and the US has helped develop a clear path for building sustainable aggressive growth over the next 5 years. The Company's research across many countries indicates an opportunity to build a major global enterprise to deliver substantial returns to shareholders.
In addition, further investment in the global transaction platform and portal should help generate more revenue and create bigger barriers to entry for any competition. The Company's IT investment programme will continue building a significant data set to help with planning, as well as being of value to outside parties.
The Board remains confident in the Group's prospects and in its ability to deliver the expansion strategy. We will continue to invest in connection with our global expansion plans.
2016 has been an exciting year for the Company and I am very pleased that, following the Disposal, management is now able to centre its attention on the development and expansion of the PVA business.
Our employees are one of our key strengths and I am delighted that we have been able to attract and recruit such a high calibre of staff both in the UK and in our overseas operations.
I look forward to announcing future developments in due course.
Dominic Tonner
Chief Executive Officer
Premier Veterinary Group plc
28 November 2016
EVENTS
IN DECEMBER 2015
-- The Company announced that, following a strategic review, it had completed the sale of the Veterinary Business to Independent Vetcare Limited for a cash consideration of GBP4.1m (subject to a GBP0.04m upward adjustment to reflect the sale on a zero net current asset basis). In addition, intercompany loan balances of GBP2.4m due from the Veterinary Business to other PVG group companies were repaid on completion. The proceeds of sale allowed the Company to repay all of its outstanding external debt at that time. An amount of GBP1m was placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement. The Directors expect this GBP1m to be released in December 2016.
MARCH 2016
-- 100(th) veterinary clinic signed up to Premier Pet Care Plan in the Netherlands, currently PVG's most mature overseas market.
APRIL 2016
-- Juliet Thompson appointed as non-executive director and Chairman of the Board. Iain Ross to continue as non-executive director.
-- Revised strategy for Premier Pet Care Plan in the Nordic Region with the re-launch of Premier Pet Care plan in Denmark.
MAY 2016
-- Commencement of a controlled expansion into the US for Premier Pet Care Plan with operations established in Atlanta, Georgia and targeted sales activity in the south-eastern states.
JUNE 2016
-- 2 major co-operation agreements signed in the US with Veterinary Products Inc. who have 600 hospitals and Merritt Veterinary Supplies Inc. who have over 9,000 member hospitals.
-- Premier Pet Care Plan launched in France, branded "Premier VetoPlan".
JULY 2016
-- Zeus Capital Limited appointed as the Company's sole broker.
AUGUST 2016
-- Co-operation Agreement signed with Zoetis Netherlands Holdings B.V. in the Netherlands, with plan to accelerate market penetration in the country.
-- Reduction of capital exercise completed removes historic Ark losses.
SEPTEMBER 2016
-- Will Evans appointed as executive director and Chief Financial Officer.
-- 3 year contract extension with Medivet Group Limited, one of the UK's largest veterinary groups. Medivet currently has over 143 clinics across the country with further growth plans.
-- US expansion update with 29 contracts now signed and 5 hospitals launched, and announcement to invest further in business development resource to accelerate growth. Issue of Loan Notes, raising GBP1.25m in aggregate, to support the accelerated expansion.
DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Annual Report, Directors' remuneration report and the financial statements in accordance with applicable laws and regulations.
Company law requires the directors to prepare such financial statements for each financial year. Under that law the directors are required to prepare financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU"). Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Company and the Group for that period. In preparing these financial statements, the directors are required to:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
-- make an assessment of the Company's and the Group's ability to continue as a going concern.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and Article 4 of IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's and the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The directors confirm that:
(a) the Company and the Group financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the profit of the Group and of the assets, liabilities and financial position of the Company and Group taken as a whole;
(b) the Annual Report, including the Strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that it faces; and
(c) the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's performance, business model and strategy.
By order of the Board
Juliet Thompson Dominic Tonner Director Director 28 November 2016 28 November 2016
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR YEARED 30 SEPTEMBER 2016
Year Year
ended ended
30 September 30 September
2016 2015
Note GBP'000 GBP'000
Revenue 4 2,989 2,254
Cost of sales (42) (31)
-------------- --------------
Gross profit 2,947 2,223
Administrative expenses (5,168) (2,954)
-------------- --------------
Loss from operations (2,221) (731)
Finance expense (208) (861)
-------------- --------------
Loss before income tax (2,429) (1,592)
Income tax (expense)/credit - -
-------------- --------------
Loss from continuing operations (2,429) (1,592)
Profit on discontinued operations,
net of tax 5 4,253 595
Profit/(loss) and total comprehensive
income for the year attributable
to equity holders of the parent
company 1,824 (997)
============== ==============
(Loss) per share for loss from
continuing operations attributable
to the owners of the parent during
the period:
Basic (pence) (17.0) (17.5)
Diluted (pence) (17.0) (17.5)
-------------- --------------
Earnings/(loss) per share for
profit/(loss) attributable to
the owners of the parent during
the period
Basic (pence) 6 12.8 (10.9)
Diluted (pence) 6 11.7 (10.9)
-------------- --------------
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2016
As at As at
30 September 30 September
2016 2015
GBP'000 GBP'000
Non-current assets
Property, plant and equipment 80 325
Goodwill - -
Other intangible assets 366 5
Total non-current assets 446 330
Current assets
Trade and other receivables 1,719 578
Cash and cash equivalents 1,254 421
-------------- --------------
2,973 999
Assets in disposal groups classified
as held for sale - 2,982
Total current assets 2,973 3,981
Total assets 3,419 4,311
============== ==============
Equity attributable to equity holders
of the Company
Called up share capital 1,491 3,279
Share premium 1 118,947
Share based payments reserve 35 20
Reverse acquisition reserves 3,671 (117,159)
Retained earnings (3,560) (5,384)
-------------- --------------
Total equity 1,638 (297)
Current liabilities
Trade and other payables 871 896
Financial liabilities - 291
871 1,187
Liabilities directly associated
with assets in disposal groups
classified as held for sale - 832
Total current liabilities 871 2,019
Non-current liabilities
Financial liabilities 900 2,579
Deferred tax provision 10 10
-------------- --------------
Total non-current liabilities 910 2,589
Total liabilities 1,781 4,608
Total equity and liabilities 3,419 4,311
============== ==============
The financial statements were approved and authorised for issue by the Board and authorised for issue on 28 November 2016. They were signed on its behalf:
Dominic Tonner Juliet Thompson Director Director 28 November 2016 28 November 2016
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2016
Share
based Reverse
Share Share payments acquisition Retained
capital premium reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 October
2014 2,092 118,937 - (117,298) (4,387) (656)
Transactions with
owners:
Credit to equity for
share
based compensation - - 20 - - 20
Arising on reverse
acquisition - - - 139 - 139
Shares issued 1,187 10 - - - 1,197
--------- ---------- ---------- ------------- ---------- --------
1,187 10 20 139 - 1,356
Loss and total comprehensive
income for the period: - - - - (997) (997)
Balance as at 1 October
2015 3,279 118,947 20 (117,159) (5,384) (297)
Transactions with
owners:
Capital restructure (1,883) (118,947) - 120,830 - -
Shares issued (options
exercised) 95 1 - - - 96
Credit to equity for
share
based compensation - - 15 - - 15
--------- ---------- ---------- ------------- ---------- --------
(1,788) (118,946) 15 120,830 - 111
Profit and total comprehensive
income for the period: - - - - 1,824 1,824
Balance as at 30 September
2016 1,491 1 35 3,671 (3,560) 1,638
========= ========== ========== ============= ========== ========
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 30 SEPTEMBER 2016
Year ended Year ended
30 September 30 September
2016 2015
GBP'000 GBP'000
Cash flows from:
Continuing operating activities
Loss before income tax (2,429) (1,592)
Finance expense 208 861
Share based payment 15 -
Depreciation of property, plant
and equipment 23 92
Amortisation of intangible
assets 69 2
(Increase)/decrease in trade
and other receivables (141) 163
Increase/(decrease) in trade
and other payables (25) 626
---------------------------- -----------------------
Cash generated/(used in) from
continuing operations (2,280) 152
Discontinued operating activities 115 223
---------------------------- -----------------------
Cash generated/(used in) from
operations (2,165) 375
Income taxes - -
---------------------------- -----------------------
Net cash inflow/outflow from
operating activities (2,165) 375
Investing activities
Purchase of PPE (61) (226)
Proceeds from disposal of PPE 76 (15)
Purchase of Intangible assets (225) (7)
Purchase of business combinations
(net of cash acquired) - 17
---------------------------- -----------------------
Net cash used in continuing
investing activities (210) (231)
Discontinued investing activities 5,047 (413)
---------------------------- -----------------------
Net cash used in investing
activities 4,837 (644)
Financing activities
Issue of new shares (net of
costs) 97 1,197
Loan notes issued and other 900 -
loans received
Repayment of loan notes (2,575) -
Repayment of loan redemption
fee (400)
Repayment of bank loans - (79)
Payment of finance leases (30) (44)
Interest paid (73) (600)
---------------------------- -----------------------
Net cash generated from continuing
financing activities (2,081) 474
Discontinued financing activities - -
---------------------------- -----------------------
Net cash generated from financing
activities (2,081) 474
Net increase in cash and cash
equivalents 591 205
Cash and cash equivalents at
beginning of period 663 458
Cash and cash equivalents at
end of period 1,254 663
============================ =======================
Shown as:
Cash and cash equivalents in
continuing activities 1,254 421
Cash and cash equivalents in
discontinued activities - 242
1,254 663
============================ =======================
SELECTED NOTES TO THE FINANCIAL INFORMATION
1 Presentation of financial information
These results for the year ended 30 September 2016 are an excerpt from the Annual Report and Accounts for the year ended 30 September 2016 and do not constitute the Company's statutory accounts for the years ended 30 September 2016 or 30 September 2015. Statutory accounts for the year ended 30 September 2015 have been delivered to the Registrar of Companies, and those for the year ended 30 September 2016 will be delivered in due course. Grant Thornton UK LLP reported on the accounts for the year ended 30 September 2016. Their report for the year ended 30 September 2016 was unqualified and did not contain statements under Sections 498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation.
Whilst the financial information included in this annual results release has been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS. Full Financial Statements that comply with IFRS are included in the Annual Report and Accounts for the year ended 30 September 2016 which is available at www.premiervetgroup.co.uk, hard copies of which will be distributed in due course.
2 Going concern
The consolidated financial statements have been prepared on a going concern basis. The Group made a loss from continuing operations of GBP2.43m in the year ended 30 September 2016 and ended the year with net assets of GBP1.64m. As at 30 September 2016, the Group had cash and short term deposits of GBP1.25m. GBP0.35m will be received from the remaining tranche of the Loan Note issue by 31 January 2017 and the remaining disposal proceeds of GBP1m are due to be released in December 2016. The directors have made enquiries and have no reason to believe that this amount will not be released.
The directors consider that with its current cash reserves, the additional funds that will be received in the near future and the second BFSL loan option, that the Group has sufficient resources to meet all current liabilities as they fall due. After consideration of market conditions, the Group's financial position, the Group's forecasts and projections, which allow for reasonable possible changes in trading performance and after making enquiries, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.
3 Employee remuneration
Year ended 30 September 2016 Year ended 30 September 2015
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Wages and salaries 2,287 292 2,579 1,362 2,440 3,802
Social security costs 261 18 279 164 212 376
Other pension costs 15 1 16 10 19 29
Share based payment expense 15 - 15 17 - 17
----------- ------------- -------- ----------- ------------- --------
2,578 311 2,889 1,553 2,671 4,224
----------- ------------- -------- ----------- ------------- --------
The average monthly number of employees during the period was as follows:
Year ended 30 September 2016 Year ended 30 September 2015
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Staff and directors 40 27 67 21 133 154
----------- ------------- -------- ----------- ------------- --------
4 Segmental reporting
As defined under International Financial Reporting Standard 8 (IFRS 8) management have defined that the Group's Management currently identifies the Group's four divisions as operating segments as this is the basis on which results are considered by the Chief Executive Officer. Finance costs and income tax expenses are monitored centrally and are not allocated to operating segments. Further to this, assets and liabilities are not allocated to operating segments as they are shared by the Group. These operating segments are monitored and strategic decisions are made on the basis of adjusted segment operating results. The four divisions are categorised as follows:
-- Vets business: Day to day running of veterinary practices.
-- Premier Buying Group: Management fees are earned when a member practices purchases goods and becomes entitled to negotiated rebates and discounts. These are recognised once there is a legal entitlement to receive. In general, this is during the month in which Premier Buying Group members' spend occurs.
-- Premier Pet Care Plan UK: Fees received for the collection and management of direct debits on behalf of veterinary practices external to the Group are recognised on a receipts basis in the UK. A flat fee is received for every direct debit collected.
-- Premier Pet Care Plan overseas: Fees received for the collection and management of direct debits on behalf of veterinary practices external to the Group are recognised on a receipts basis outside the UK. A flat fee is received for every direct debit collected.
All revenue is derived from external customers.
Premier Premier
Pet Pet
Premier Care Care
Vet Buying Plan Plan
business Group UK overseas Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 30 September
2016
Revenue 1,251 1,120 1,606 263 4,240
Discontinued operations (1,251) - - - (1,251)
---------- -------- -------- ---------- --------
Group's revenue per consolidated
statement of comprehensive
income - 1,120 1,606 263 2,989
========== ======== ======== ========== ========
Gross profit 718 1,120 1,573 254 3,665
Discontinued operations (718) - - - (718)
---------- -------- -------- ---------- --------
Group's gross profit/(loss)
per consolidated statement
of comprehensive income - 1,120 1,573 254 2,947
Administrative expenses (354) (1,164) (1,742) (3,260)
---------- -------- -------- ---------- --------
Loss before central costs 766 409 (1,488) (313)
Central unallocated administrative
costs (1,908)
Finance expense (208)
Loss before income tax
and discontinued operations (2,429)
========
Year ended 30 September
2015
Revenue 5,627 1,184 1,034 36 7,881
Discontinued operations (5,627) - - - (5,627)
---------- -------- -------- ---------- --------
Group's revenue per consolidated
statement of comprehensive
income - 1,184 1,034 36 2,254
========== ======== ======== ========== ========
Gross profit 2,942 1,184 1,003 36 5,165
Discontinued operations (2,942) - - - (2,942)
---------- -------- -------- ---------- --------
Group's gross profit/(loss)
per consolidated statement
of comprehensive income - 1,184 1,003 36 2,223
Administrative expenses (265) (696) (500) (1,461)
---------- -------- -------- ---------- --------
Loss before central costs 919 307 (464) 762
Central unallocated administrative
costs (1,493)
Finance expense (861)
Loss before income tax
and discontinued operations (1,592)
========
All Group Non-Current assets are located in the UK.
Year Year
ended ended
30 30
September September
2016 2015
Revenue GBP'000 GBP'000
Denmark 27 1
Ireland 70 10
Netherlands 171 25
Sweden 20 66
USA 5 -
UK 2,696 2,152
---------------- ---------------
Continuing 2,989 2,254
Discontinued -
UK 1,251 5,627
Total 4,240 7,881
================ ===============
5 Discontinued operations
At the prior year end, the Board was in active discussions to dispose of its veterinary practices Zetland Limited, Thanet (One) Limited and The Veterinary Clinic (Bearwood) Limited. The results of these veterinary practices have been presented as discontinued operations. The assets and liabilities of this disposal group were classified as held for sale in the prior year financial statements.
The results of discontinued operations during the year ended 30 September 2016 is as follows:
Year Year
ended ended
30 September 30 September
2016 2015
GBP'000 GBP'000
Result of discontinued
operations
Revenue 1,251 5,627
Expenses other than finance
costs (1,089) (5,486)
Finance costs - (2)
Tax expense/(credit) - 256
Gain from selling discontinued
operations after tax - 200
Gain on disposal 4,091 -
-------------- --------------
Profit for the year 4,253 595
============== ==============
Year Year
ended ended
30 September 30 September
2016 2015
Earnings per share from
discontinued operations
Basic earnings per share
(pence) 4.2 6.5
Diluted earnings per share
(pence) 3.8 5.5
Year Year
ended ended
30 September 30 September
2016 2015
GBP'000 GBP'000
Cash flows used in discontinued
operations
Operating activities 115 222
Investing activities (74) (413)
Financing activities - -
-------------- --------------
Net cash from discontinued
operations 41 (191)
============== ==============
6 Earnings per share
The calculation of the basic earnings per share is based on the earning attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. For the purposes of this calculation, the weighted average number of shares is the number of ordinary shares in the period, excluding deferred shares, incorporating the reorganisation of share capital set out in note 19 in the notes to the consolidated financial statements contained in the Annual Report as if it had taken effect on 1 October 2014.
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive ordinary shares.
Year ended 30 September 2016 Year ended 30 September 2015
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Profit/(loss) for the year (2,429) 4,253 1,824 (1,592) 595 (997)
No. No. No. No. No. No.
Weighted average number of
shares used in basic
earnings per share 14,263,344 14,263,344 14,263,344 9,110,699 9,110,699 9,110,699
Effect of dilutive potential
ordinary shares from share
options and warrants 1,362,641 1,362,641 1,362,641 1,674,212 1,674,212 1,674,212
------------- ------------- ------------- ------------ ------------- ------------
Weighted average number of
shares used in diluted
earnings per share 15,625,985 15,625,985 15,625,985 10,784,911 10,784,911 10,784,911
------------- ------------- ------------- ------------ ------------- ------------
For continuing operations, potential ordinary shares from share options are non-dilutive.
7 Trade and other receivables
As at 30 September 2016 As at 30 September 2015
GBP'000 GBP'000
Trade receivables 412 328
Other receivables 1,154 142
Prepayments and accrued income 153 108
------------------------ ------------------------
1,719 578
------------------------ ------------------------
All amounts are considered to be receivable within one year. The net carrying value of trade and other receivables is considered a reasonable approximation of fair value.
The ageing analysis of trade receivables is as follows. Management consider none of the receivables to be impaired.
As at As at
30 September 30 September
2016 2015
Up to 3 months 351 307
3 to 6 months 61 21
6 to 12 months - -
More than 12 months - -
-------------- --------------
412 328
Trade and other receivables have not been discounted. The accrued income has not been discounted.
Included within other receivables is GBP1,000,000 (2015 - GBPNil) held in escrow in relation to deferred consideration for the Vet Group disposal.
8 Financial liabilities
As at 30 September 2016 As at 30 September 2015
GBP'000 GBP'000
Current
Loan repayment option - 265
Finance leases - 26
------------------------- ------------------------
- 291
------------------------------------------------- ------------------------
Non-current
Bank loans - -
Loan notes 900 2,575
Other creditors - -
Finance leases - 4
---- -------
900 2,579
---- -------
Following the disposal of the veterinary practices on 18 December 2015 the prior year non-current loan balance of GBP2,575,000 was repaid to Bybrook Financial Services Limited ("BFSL"). As a result of the repayment the BFSL loan repayment option, previously held at fair value, was realised.
On the 16 September 2016 the Company issued GBP1.25m of unsecured loan notes. The first tranche of Loan Notes totaling GBP900,000 were issued immediately, with a further option from BFSL with a value of GBP350,000 irrevocably committed for draw down. The Loan Notes mature after 18 months, and with a maximum total associated cost of GBP225,000 (equating to the 12% interest which is paid monthly). The Company has the right to repay the Loan Notes in full or in part before maturity. If the Loan Notes are repaid in the first 9 months an early repayment charge would be incurred equivalent to the interest up to 9 months term, if repaid after the initial 9 months there would be no early repayment charge. These options are held at fair value and are considered to have negligible value.
Assets held under finance leases and hire purchase contracts are secured on the relevant assets financed.
As at 30 September 2016 As at 30 September 2015
Ageing of bank and other loans: GBP'000 GBP'000
Repayable in less than 1 year - -
Repayable within 1 - 2 years 900 -
Repayable within 2 - 5 years - 2,575
Repayable greater than 5 years - -
900 2,575
------------------------ ------------------------
As at 30 September 2016 As at 30 September 2015
Maturity of loan repayment option GBP'000 GBP'000
Repayable in less than 1 year - 265
Repayable within 1 - 2 years - -
Repayable within 2 - 5 years - -
Repayable greater than 5 years - -
- 265
------------------------------------------------------------- ------------------------
As at 30 September 2016 As at 30 September 2015
Ageing of finance leases: GBP'000 GBP'000
Repayable in less than 1 year - 26
Repayable within 2 - 5 years - 4
Repayable greater than 5 years - -
- 30
---------------------------------------------------------- ------------------------
Obligations under finance leases and hire purchase contracts, included above, are payable as follows:
As at 30 September 2016 As at 30 September 2015
Due within one year GBP'000 GBP'000
Lease payments - 26
Due between one and five years
Lease payments - 4
Finance charges - -
Net present value - 30
------------------------- ------------------------
9 Share capital
On 11 December 2015 the entire Company's share capital was reorganised, as detailed in the table below, by a special resolution to create ordinary shares with a nominal value of 10 pence each and a deferred share of 90 pence.
On 27 February 2015 11,859,007 new ordinary shares with a nominal value of 10 pence per share were issued for cash consideration of GBP1,198,000, corresponding to 85.0% of total shares in issue. Each ordinary share has the same right to receive dividends and the repayment of capital and represents one vote at the shareholder meetings of the Company.
On 31 August 2016 the merger reserve, included within the reverse acquisition reserve, was capitalised by a bonus issue of deferred shares with a nominal value of 90 pence. Following an application to the high court an order was passed to complete a capital restructure which cancelled 3,782,766 deferred shares held at a value of GBP3,404,000 and cancelled share premium held at a value of GBP118,947,000. The accounts present retained earnings as a continuation of the consolidated financial statements of PVG 2007 Limited (formerly Premier Vet Group Limited) and share capital and premium as the parent company equity, as explained in note 2 (Basis of preparation). Therefore as the transaction relates to the parent company equity the cancellation has been recorded in the reverse acquisition reserve.
Ordinary shares Deferred shares Total
No. GBP'000 No. GBP'000 GBP'000
Shares 1 October
2014 (1 pence) 209,276,676 2,092 - - 2,092
Reorganisation
of share capital (207,183,910) (1,883) 2,092,766 1,883 -
2,092,766 209 2,092,766 1,883 2,092
Issued 27 February
2015 (10 pence) 11,859,007 1,187 - - 1,187
Shares at 30
September 2015
(Ordinary 10
pence, deferred
90 pence) 13,951,773 1,396 2,092,766 1,883 3,279
Share options
exercised 955,660 95 - - 95
Capitalisation
of merger reserve 1,690,000 1,521 1,521
Capital restructure - - (3,782,766) (3,404) (3,404)
Shares 30 September
2016 (Ordinary
10 pence) 14,907,433 1,491 - - 1,491
============== ======== ============ ======== ========
The deferred shares have no rights.
10 Dividends
The directors are unable to recommend the payment of a dividend (year ended 30 September 2015: GBPnil).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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