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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Bonhill Group Plc | LSE:BONH | London | Ordinary Share | GB00BFWYSS80 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.66 | 0.70 | 0.75 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMBONH
RNS Number : 0173C
Bonhill Group PLC
08 June 2023
08 June 2023
Bonhill Group plc
("Bonhill", the "Company" or the "Group")
Final Results
Bonhill Group Plc (AIM: BONH), announces its audited final results for the year ended 31 December 2022 ("FY22").
Financial Highlights
-- Revenue down 9% to GBP14.9 million (2021: GBP16.4 million) -- Adjusted EBITDA loss of GBP1.4million down from a break even position in 2021
-- Gross profit down by 12% to GBP10.8 million (2021: GBP12.3 million) due to change in product mix; gross margin decreased to 73% (2021: 75%)
-- Operating loss GBP6.2 million (2021: operating loss of GBP8.3 million) -- Successful fundraising in May 2022, boosting cash by a net GBP1.0 million
-- Cash at 31 December 2022 at GBP1.3 million (2021: GBP1.4 million), which includes GBP0.6 million of borrowings. As at 31 May 2023, cash was GBP3.4 million.
*note under IFRS5, all figures are classed as being from discontinued operations, and should be read as such, even when not particularly specified
Operational Highlights
-- Company announced in August 2022, that it had successfully disposed of the Business Solutions and Governance division to Stubben Edge Group Limited for cash consideration of GBP0.7 million
-- Announcement of strategic review and formal sale process made in October 2022
Post Year End Highlights
-- The successful sale of the UK assets and trade and the full Asia business to the Mark Allen Group (MAG) in February 2023 for cash consideration of GBP6.5 million
-- Announcement of exchange of contracts with Key Media Limited in May 2023 for conditional cash consideration of $4.1 million for the assets and trade of the US business
-- Company has announced in its shareholder circular its intention to complete a tender offer as soon as possible, and to return the majority of the remaining cash in the business to shareholders
For further enquiries please contact:
Bonhill Group plc Jonathan Glasspool, Non-executive Chairman +44 (0)20 7638 Sarah Thompson, Chief Financial Officer 6378 Shore Capital (Financial Adviser, Nominated Adviser and Broker) +44 (0)20 7408 Tom Griffiths/David Coaten 4050
For more information visit www.bonhillplc.com.
Chairman's statement
2022 was a pivotal year for Bonhill which started with a fundraise and a change of leadership, leading to the implementation of a strategic review and a formal sale process announced in October 2022.
As a Group, Bonhill has struggled to bounceback in a post-COVID world. The purchase of Investment News in July 2018 was, with hindsight, a disastrous time for a small UK B2B publisher to be spending $27m of shareholders' money on a US company with a significant percentage of its income from events. The US media market has proven to be the graveyard for many a UK media company assuming that success in the UK can be repeated in the ruthlessly competitive US market. Bonhill proved that it was no exception to this rule.
Furthermore, as a small microcap with little working capital, Bonhill has also struggled to justify the costs of public listing, and to find the cash to make the investments necessary to improve its services to customers. These customers are rightly demanding a much more sophisticated level of audience data than Bonhill's systems allowed, especially in the USA. And Bonhill lacks the economies of scale to make such investments in systems work.
Despite the best efforts of the global team and the considerable number of structural and cost-saving changes put in place this year, the Board decided that it was in the shareholders' best interests to explore different avenues for the future of the company, especially given the ongoing demands for investment in the business.
Group Financial Performance
Please note, under IFRS 5, all financials are classified as discontinued operations for the year ended 31 December 2022 and as such, any trading or profit and loss numbers for the year should be read accordingly.
Revenue for the year ended 31 December 2022 (the "Year") was GBP14.9 million (2021: GBP16.4 million). As has been seen in previous years, the Company delivered a slightly stronger second half of the Year ("H2") with GBP7.6 million of revenue, compared to GBP7.3 million reported in the first half ("H1"), and EBITDA loss for the Year of GBP(1.4) million (2021: GBP0.0 million break even). Overall, the Group saw gross margins at 73%, a 2% reduction on last year.
From a cash perspective this continued to be the biggest focus for the finance team but with multiple years of EBITDA losses and a working capital calendar that was heavily skewed towards the back end of the year, some help was needed to be able to maintain the day-to-day obligations. As such, a successful fundraise was completed in April 2022 raising a net cash sum of GBP1.0 million. Additionally, the company secured a short-term loan in the second half of the year with Rockwood Strategic Plc of GBP0.8 million, of which, GBP0.6 million was drawn down by 31 December 2022. Since the year end this loan facility was increased to GBP1.0 million, fully utilised and then repaid in full on 1 March 2023. These measures meant that the cash balance at the year end was GBP1.3 million (2021: GBP1.4 million) with a net cash position (excl. finance leases) of GBP0.6m (2021: GBP1.3 million).
Divisional updates
Business Solutions and Governance
Following the management changes announced in April 2022, the Board conducted a review of the Group and its constituent businesses. As a result, the Board resolved to dispose of the Company's BSG division so that the Company could focus purely on financial services (being approximately 85 per cent of the business).
The Company further announced in August 2022, that it had successfully disposed of the division to Stubben Edge Group Limited for cash consideration of GBP0.7 million for the core trade and assets of the division. The sale was also expected to enable the Group to achieve approximately GBP0.6 million in annual cost savings from streamlining central support headcount, reduced office space and lower IT costs.
A 6 month Transitional Services Agreement was put in place at the point of sale to support the financial and technology departments post-acquisition. This ended on 28 February 2023.
2022 was a better year for the UK business as it started to see a return to live events. This really gathered pace in H2. Unfortunately we did need to run through some credits from COVID cancelled events and our margins were hit as some events were slightly sub scale, but events revenue increased considerably. In Asia lockdown didn't end fully until late in 2022 so events revenues saw no improvement. This upswing was partly offset by a generally poor performance in media. Macro economic factors meant that asset managers were reluctant to release discretionary marketing spend. Large outflows from investment funds were seen across the board which also impacted market confidence.
ESG (Environmental, Social and Governance) has been one of our great success stories in recent years but again here we saw a decline in support as responsible investing took a backseat behind returns. Our attempt to get traction for ESGClarity in the US was met with resistance and we had less success tempting asset managers to tell their ESG story. An area of success and growth was in video. The London office created a video suite and quickly earned a reputation for creating cost effective content packages and this revenue stream grew steadily throughout 2022.
Financially, FSUE managed to maintain its revenue at GBP6.3 million (same as in 2021) but EBITDA went from GBP0.6 million in 2021 to GBP0.1 million in 2022 due to increased supplier costs. Additionally, there was a big shift in product mix with 42% of revenue coming from events in the year which average a gross margin of 60% (2021: 35% of revenue) and 40% coming from digital which averages 97% margin (2021: 48% of revenue). Lack of cash was a major stumbling block for the UK business. Our relationship with suppliers was badly affected and the business suffered from a lack of confidence and appetite for risk for new ventures.
Following discussions with major shareholders, it was announced in October 2022 that the Company was undergoing a strategic review and a formal sale process. The successful sale of the UK assets and trade and the full Asia business to the Mark Allen Group (MAG) was announced in February 2023 for cash consideration of GBP6.5 million. At this point, Patrick Ponsford transferred across to the Mark Allen Group and resigned from his positions as Chief Executive Office and Executive Director of Bonhill Group Plc. The Brands that have moved over as part of the sale including Portfolio Advisor, Expert Investor and Fund Selector Asia are well-established and long-trusted and it's encouraging that they have been sold to a vibrant independent company that can better support and grow them in the future.
Financial Services US ("FSUS")
For InvestmentNews, 2022 was a year in which we strengthened both our editorial and sales teams. Staff members came back to InvestmentNews in this year as they witnessed the momentum and success we built in 2022. We launched or further built initiatives in custom content and research, video, webinars and IN GameDay and INASDAQ. All of this was against the poorest performing Wall Street since the Great Recession. The fundamental improvements and new launches in 2022 ensure a bright and prosperous future for the InvestmentNews platform.
Revenue for FSUS reduced to $8.8 million in 2022 (2021: $10.1 million) as we saw a continued decline in both print and digital product streams. There was also a reduction in events revenue as we struggled to get the level of expected delegates. This resulted in a reduction of gross profit to $6.3 million (2021: $7.6 million). To help mitigate the impact of this, the Company looked to flex the workload of current employees and only backfill in critical roles. This resulted in lower staff costs of $0.6 million, however this was not enough to offset the loss. It became clear that Bonhill couldn't support InvestmentNews due to cash restraints and this all factored into the decision to proceed down the sale route.
Post Year end
Since the year end it was announced that the Company was in advanced talks with a buyer for the US business and InvestmentNews brand. We were pleased to exchange contracts with Key Media Limited on 24 May 2023 for a cash consideration of $4.1 million. Key Media is a global publishing company that is well placed, both in terms of culture and platforms, to fully embrace InvestmentNews and help it on its journey back to growth and profitability.
Now the formal sale process is concluded, the Company has announced in its shareholder circular its intention to complete a tender offer as soon as possible, and to return substantially all of the remaining cash in the business to shareholders. After this point, the Company will purely consist of shells and dormant subsidiaries now the assets and trade have all been sold, so it is expected that the Company will enter a voluntary liquidation process.
Lastly, I'd like to thank our staff on both sides of the Atlantic for their patience and fortitude as we went through the sale process. However excellent the assets that Bonhill owned, and however promising their future now is under new ownership, it has not been an easy time for our team as they have endured the uncertainties of a sale.
My sincerest thanks to them all.
Jonathan Glasspool
Consolidated statement of comprehensive income
for the year ended 31 December 2022
Year ended Year ended 31 December 31 December 2022 2021 Notes GBP'000 GBP'000 --------------------------------------------- ------ -------------- -------------- Revenue 2 14,913 16,360 Cost of sales (4,071) (4,064) --------------------------------------------- ------ -------------- -------------- Gross Profit 10,842 12,296 --------------------------------------------- ------ -------------- -------------- Operating Expenses 3 (12,263) (12,272) --------------------------------------------- ------ -------------- -------------- Adjusted EBITDA (1,421) 24 --------------------------------------------- ------ -------------- -------------- Amortisation of lease asset 15 (634) (673) Internal amortisation and impairment 10 (4,137) (7,463) Depreciation 11 (119) (130) Share based payments 19 97 (87) Gain/loss on disposal 589 - Restructuring costs 3 (544) - --------------------------------------------- ------ -------------- -------------- Operating Loss (6,169) (8,329) --------------------------------------------- ------ -------------- -------------- Finance costs 7 (102) (146) --------------------------------------------- ------ -------------- -------------- Loss before tax (6,271) (8,475) --------------------------------------------- ------ -------------- -------------- Tax 8 (280) 395 --------------------------------------------- ------ -------------- -------------- Loss for the period (6,551) (8,080) --------------------------------------------- ------ -------------- -------------- Other comprehensive income: Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations 596 129 --------------------------------------------- ------ -------------- -------------- Total comprehensive loss for the year (5,955) (7,951) --------------------------------------------- ------ -------------- -------------- Basic loss per share attributable to the owners of the parent 9 (5.49)p (8.2)p Diluted loss per share attributable to the owners of the parent 9 (5.49)p (7.24)p --------------------------------------------- ------ -------------- --------------
Consolidated statement of financial position
as at 31 December 2022
31 December 31 December 2022 2021 Notes GBP'000 GBP'000 --------------------------------------------------- ------ ------------ ------------ Non-current assets Goodwill 10 - 4,810 Other intangible assets 10 - 6,624 Property, plant and equipment 11 - 103 Deferred tax asset 8 - 292 Right-of-use asset 15 - 2,140 --------------------------------------------------- ------ ------------ ------------ - 13,969 --------------------------------------------------- ------ ------------ ------------ Current assets Trade and other receivables 13 2,071 3,288 Cash and cash equivalents 1,270 1,372 Goodwill 10 3,548 - Property, plant and equipment 11 54 - Right-of-use asset 15 2,174 - Current tax asset 53 - Assets held for sale 10 4,509 - --------------------------------------------------- ------ ------------ ------------ 13,679 4,660 --------------------------------------------------- ------ ------------ ------------ Total assets 13,679 18,629 --------------------------------------------------- ------ ------------ ------------ Non-current liabilities Deferred tax liability 8 - (348) Borrowings 16 - (81) Lease financial liability 15 - (1,686) --------------------------------------------------- ------ ------------ ------------ - (2,115) --------------------------------------------------- ------ ------------ ------------ Current liabilities Trade and other payables 14 (2,935) (3,366) Borrowings 16 (690) (19) Lease financial liability 15 (2,316) (619) Deferred tax liability 8 (308) - Current tax liability 8 - (1) --------------------------------------------------- ------ ------------ ------------ (6,249) (4,005) --------------------------------------------------- ------ ------------ ------------ Total liabilities (6,249) (6,120) --------------------------------------------------- ------ ------------ ------------ Net assets 7,430 12,509 --------------------------------------------------- ------ ------------ ------------ Equity Share capital 18 1,193 986 Share premium account 18 2,525 1,759 Share-based payment reserve 19 249 346 Merger reserve 1,976 1,976 Other reserves 104 104 Retained earnings 1,330 7,881
Foreign exchange reserve 50 (543) --------------------------------------------------- ------ ------------ ------------ Total equity attributable to owners of the parent 7,430 12,509 --------------------------------------------------- ------ ------------ ------------
Consolidated statement of changes in equity
for the year ended 31 December 2022
Share- based Foreign Share Share payment Merger Other Retained exchange capital premium reserve reserve reserves earnings reserve Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 --------------------------- --------- --------- --------- --------- ---------- ---------- ---------- --------- Balance as at 31 December 2020 986 1,759 245 1,976 104 16,011 (672) 20,409 - - - - - Loss for the period - - - - - (8,080) - (8,080) Other comprehensive income - - - - - - 129 129 --------------------------- --------- --------- --------- --------- ---------- ---------- ---------- --------- Total comprehensive loss for the period - - - - - (8,080) 129 (7,951) Transactions with owners in their capacity as owners: Share option charge - - 101 - - - - 101 Other movements - - - - - (50) - (50) Balance as at 31 December 2021 986 1,759 346 1,976 104 7,881 (543) 12,509 Loss for the year - - - - - (6,551) - (6.551) Other comprehensive income - - - - - - 596 596 --------------------------- --------- --------- --------- --------- ---------- ---------- ---------- --------- Total comprehensive loss for the year - - - - - (6,551) 596 (5,955) Transactions with owners in their capacity as owners: Issue of share capital 207 932 - - - - - 1,139 Share issue costs - (166) - - - - - (166) Share option charge - - (97) - - - - (97) Balance as at 31 December 2022 1,193 2,525 249 1,976 104 1,330 53 7,430 --------------------------- --------- --------- --------- --------- ---------- ---------- ---------- ---------
Consolidated statement of cash flows
for the year ended 31 December 2022
Year ended Year ended 31 December 31 December 2022 2021 GBP'000 GBP'000 ----------------------------------------------- ------------- ------------- Cash generated from operations (797) 426 Interest paid (93) (123) Taxation paid (17) 476 Net cash (used in) / generated from operating activities (907) 779 ------------------------------------------------ ------------- ------------- Investing activities Purchases of property, plant and equipment (67) (49) Purchases of intangible assets - (24) Restructuring costs 46 Net cash used in investing activities (21) (73) ------------------------------------------------ ------------- ------------- Financing activities Proceeds from issue of ordinary shares 973 - Repayment of borrowings (19) (988) Lease repayments (616) (629) Government (C-19 & PPP) funding received - 920 Borrowings received 600 50 ------------------------------------------------ ------------- ------------- Net cash generated from / (used in) financing activities 938 (647) ------------------------------------------------ ------------- ------------- Foreign exchange revaluation loss (112) (30) ------------------------------------------------ ------------- ------------- Net (decrease)/ increase in cash and cash equivalents (102) 29 Cash and cash equivalents at the beginning of the period 1,372 1,343 ------------------------------------------------ ------------- ------------- Cash and cash equivalents at the end of the period 1,270 1,372 ------------------------------------------------ ------------- -------------
The Group consists of entities with functional currencies of GBP, USD, SGD and HKD.
Notes to the cash flow statement
Reconciliation of loss after tax to cash flows used in operations
Group Company ---------------------------- ---------------------------- Year ended Year ended Year ended Year ended 31 December 31 December 31 December 31 December 2022 2021 2022 2021 GBP'000 GBP'000 GBP'000 GBP'000 ------------- ------------- ------------- ------------- Loss after tax (6,551) (8,080) (6,827) (8,080) Adjustments for: Tax 280 (395) - (395) Finance costs 102 146 23 146 Amortisation and impairment 4,771 8,135 6,316 8,135 Depreciation of property, plant and equipment 119 130 23 130 Share-based payment charge (97) 101 (97) 101 PPP loan forgiveness - (931) - (931) Gain on disposal (589) - - - Restructuring costs 544 - 189 - -------------------------------------- ------------- ------------- ------------- ------------- Operating cash flows before movements in working capital (1,421) (894) (373) (894) Movement in receivables 1,565 1,308 3 1,308 Movement in payables (941) 12 (183) 12 Movement in intragroup transactions* - (390) -------------------------------------- ------------- ------------- ------------- ------------- Cash flows generated from / (used in) operations (797) 426 (945) 426 -------------------------------------- ------------- ------------- ------------- -------------
*On 1 January 2022 the assets and trade of Bonhill Group Plc were transferred to Bonhill Media UK Limited.
Notes to the financial statements
1. Basis of preparation
The financial statements of Bonhill Group plc have been prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom and IFRIC interpretations (IFRS) and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process pf applying the accounting policies.
The auditor's reports on the accounts for the year ended 31 December 2022 and for the year ended 31 December 2021 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
On 10 October 2022, the Group announced a Strategic Review and Formal Sale Process of the business. Details of this process can be found in the Chairman's statement on page 3. As such, management have not deemed it appropriate to prepare the accounts on a going concern basis due to the intention to cease trading under Bonhill Group Plc in 2023. Instead, the accounts have been prepared on a "break-up" basis. Both the sales of the UK/Asia and US business were asset sales and therefore the only assets with a book value that were purchased were intangible assets (customer relationships and brand). As such, these items have been reclassified in the Balance Sheet at 31 December 2022 to current assets - "assets held for sale". All other non-current assets and non-current liabilities have been reclassified as "current". Under IFRS 5, all operations of the business, both in the financial statement and notes on pages 31 to 52, are classed as discontinued. It is the intention of the Board to enter into a members' voluntary liquidation post returning substantially all of the remaining funds to shareholders, subject to shareholder approval.
2. Segmental analysis
For executive management purposes, there are three distinct segments for reporting; Financial Services UK & EMEA ("FUSE"/"UK&Asia") and Financial Services US ("FSUS"/"InvestmentNews") and Corporate (being the costs of the Plc in addition to Shared Services and all costs not specifically attributable to one of the other two segments.
Year ended Year ended 31 December 31 December 2022 2021 GBP'000 GBP'000 ------------------------------------------ ------------- ------------- Analysis of revenue by core propositions Business information 9,271 10,277 Live events 4,936 5,263 Data and insight 706 820 ------------------------------------------ ------------- ------------- Total revenue 14,913 16,360 ------------------------------------------ ------------- ------------- Analysis of revenue by country United Kingdom 6,651 7,727 North America 7,204 7,377 Asia Pacific 1,058 1,256 ------------------------------------------ ------------- ------------- Total revenue 14,913 16,360 ------------------------------------------ ------------- ------------- FSUE FSUS BSG/Corporate Total Year ended 31 December 2022 GBP'000 GBP'000 GBP'000 GBP'000 --------------------------------------- --------- --------- -------------- --------- Reportable segmental income statement Revenue 6,282 7,204 1,426 14,913 Adjusted EBITDA 346 (669) (1,097) (1,421) Adjusted operating profit/(loss) 294 (4,990) (929) (5,625) Statutory operating profit/(loss) 197 (4,990) (1,376) (6,169) Statutory profit/(loss) before tax 196 (5,896) (571) (6,271) --------------------------------------- --------- --------- -------------- --------- FSUE FSUS BSG/Corporate Total Year ended 31 December 2021 GBP'000 GBP'000 GBP'000 GBP'000 --------------------------------------- --------- --------- -------------- --------- Reportable segmental income statement Revenue 6,336 7,377 2,647 16,360 Adjusted EBITDA 566 564 (1,107) 23 Adjusted operating loss 302 (6,966) (1,665) (8,329) Statutory operating loss 302 (6,966) (1,665) (8,329) Statutory loss before tax 299 (7,840) (934) (8,475) --------------------------------------- --------- --------- -------------- ---------
3. Operating loss
(a) Operating loss for the year has been arrived at after charging the following items:
Year ended Year ended 31 December 31 December 2022 2021 (restated) Note GBP'000 GBP'000 ----------------------------------------------- ----- ------------- ----------------- Depreciation of property, plant and equipment 11 112 130 Amortisation of purchased or internally generated intangible assets 10 1,311 1,271 Impairment of intangible assets 10 2,826 6,191 Lease amortisation 15 634 673 Foreign exchange (gain) or loss (199) 13 Operating lease rentals in respect of land and buildings 35 32 Staff costs 5 8,086 9,127 Directors' remuneration 6 628 482 Events costs 2,193 2,108 Print/digital related costs 1,610 1,727 Grant income related to COVID-19 (16) (931) Gain/loss on disposal (589) - Other costs 3,911 3,876 ----------------------------------------------- ----- ------------- ----------------- Adjusted operating costs 20,541 24,689 ----------------------------------------------- ----- ------------- ----------------- Adjusting items 544 - ----------------------------------------------- ----- ------------- ----------------- Statutory operating costs 21,085 24,689 ----------------------------------------------- ----- ------------- -----------------
Other costs include freelancers, contractors, distribution costs, technology costs, travel expenses, marketing costs and professional fees.
(b) During the year, the following services were obtained from the Group's auditor as detailed below:
Year ended Year ended 31 December 31 December 2022 2021 GBP'000 GBP'000 ---------------------------------------------------------- ------------- ------------- Audit services - Recurring fees payable to Company auditor for the audit of parent Company and consolidated accounts 110 80 - Additional fees payable in relation to non-recurring audit work - 1 Other services Fees payable to the Company's auditor and its associates for other services: - The audit of Company's subsidiaries - 53
The disclosure of the auditor's remuneration stated above relates to the Company's auditor, Cooper Parry Group Limited.
(c) Adjusting items
In the year ended 31 December 2022, the Group incurred GBP0.5m of cost which the Directors believe should be disclosed as adjusting items (2021: GBP0). These costs directly relate to the disposal of the BSG division, the strategic review and the formal sale process. Adjusted results are prepared to provide additional relevant information on our future or past performance where equivalent information cannot be presented using financial measures under IFRS.
Year ended Year ended 31 December 31 December 2022 2021 GBP'000 GBP'000 ------------------ ------------- ------------- M&A related costs 544 - Total 544 - ------------------ ------------- -------------
4. Reconciliation of Adjusted EBITDA to statutory earnings
Earnings before interest, depreciation and amortisation ("EBITDA") is a measure of earnings and cash generative capacity. Adjusted EBITDA, which excludes non-recurring items, is a non-GAAP financial measure which facilitates an understanding of underlying earnings and cash generative capacity. A reconciliation of Adjusted EBITDA to statutory earnings is set out below.
Year ended Year ended 31 December 31 December 2022 2021 GBP'000 GBP'000 ------------------------------ ------------- ------------- Adjusted EBITDA (1,421) 23 Adjusting items (544) - ------------------------------ ------------- ------------- EBITDA (1,965) 23 Depreciation (119) (130) Amortisation and impairment (4,771) (8,135) Gain on disposal 589 - Share option (charge)/credit 97 (87) ------------------------------ ------------- ------------- Operating loss (6,169) (8,329) Net finance costs (102) (146) ------------------------------ ------------- ------------- Loss before tax (6,271) (8,475) Taxation (280) 395 ------------------------------ ------------- ------------- Loss after tax (6,551) (8,080) ------------------------------ ------------- -------------
5. Earnings per share
(a) Basic earnings per share
Basic loss per share is calculated by dividing the loss attributable to owners of the parent by the weighted average number of ordinary shares in issue during the year.
Based on statutory earnings
Year ended Year ended 31 December 31 December 2022 2021 GBP'000 GBP'000 ----------------------------------------------------- ------------- ------------- Loss attributable to owners of the parent (6,551) (8,080) Weighted average number of ordinary shares in issue 119,268,534 98,585,692 Basic loss per share (pence per share) (5.49)p (8.20)p ----------------------------------------------------- ------------- ------------- Year ended Year ended 31 December 31 December 2022 2021 Based on adjusted earnings GBP'000 GBP'000 ----------------------------------------------------- ------------- ------------- Loss attributable to owners of the parent (6,007) (8,080) Weighted average number of ordinary shares in issue 119,268,534 98,585,692 Basic loss per share (pence per share) (5.04)p (8.20)p ----------------------------------------------------- ------------- -------------
(b) Diluted earnings per share
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. As the company is loss-making in the year, any share options would be anti-dilutive and therefore diluted EPS is the same as basic EPS.
6. Called up share capital
Issued and fully paid ordinary shares of 1p each
Number GBP'000 ------------------------------- ------------ -------- As at 1 January 2021 98,585,692 986 As at 1 January 2022 98,585,692 986 Shares issued during the year 20,682,842 207 ------------------------------- ------------ -------- As at 31 December 2022 119,268,534 1,192 ------------------------------- ------------ --------
Issue of shares
Across April and May 2022 20,682,842 shares were issued with an aggregate premium of GBP931,635, less placing expenses of GBP165,780, which produced a net premium of GBP765,855.
Rights of shares
Dividends and income - Ordinary shares are entitled to receive dividends as approved by the Board of Directors.
Voting rights - Ordinary shares are entitled to one share per vote at General Meetings. Deferred shares cannot be transferred.
Distribution - Upon liquidation of the Company, once all liabilities have been met, ordinary shareholders will receive the value paid up per share plus GBP100.
The Company has granted options to subscribe for ordinary shares of 1p each, as follows:
Number of shares for which rights are exercisable -------------------------- Subscription Period within price per which 31 December 31 December Grant date share options are exercisable 2022 2021 ------------ ------------- ------------------------- ------------ ------------ 16/08/2021 - 16.08.2018 80.0p 16/08/2028 - 14,880 16/08/2022 - 16.08.2018 80.0p 16/08/2028 - 14,882 16/08/2021 - 16.08.2018 1.0p 16/02/2022 - 451,000 16/08/2022 - 16.08.2018 1.0p 16/02/2023 376,000 451,000 25/10/2023 - 26.10.2021 1.0p 25/10/2030 4,624,775 6,010,000 25/10/2024 - 26.10.2021 1.0p 25/10/2030 4,624,775 6,010,000 07/10/2024 - 07.10.2022 1.0p 07/10/2032 6,000,000 - ------------ ------------- ------------------------- ------------ ------------ 15,625,550 12,951,762 ------------ ------------- ------------------------- ------------ ------------
During the 12-month period, 3,326,212 share options were forfeited or cancelled (12 months ended 31 December 2021: 1,500,000). 6,000,000 share options were issued due to the introduction of the new EMI scheme.
Share premium
The share premium account shows the amount subscribed for share capital in excess of nominal value, net of share issue costs.
GBP'000 ---------------------------------------------------------- -------- Share premium as at 31 December 2021 1,759 Subscription of share capital in excess of nominal value (net of issue costs) 766 Share premium as at 31 December 2022 2,525 ---------------------------------------------------------- --------
Merger reserve
Consideration for the acquisition of Last Word Media included GBP2.0m of shares. The Group applied merger relief under the UK Companies Act s615 and so the value of the shares issued as consideration above their nominal value is included in a merger reserve.
7. Events after the reporting date
Since the year end there have been several key activities to note.
Firstly, the UK assets and trade as well as the business and share capital of Last Word Media Asia (Pte) Limited and Last Word Media (HK) Limited were sold to the Mark Allen Group for a total consideration of GBP6.5m. This deal included the transfer of the UK office lease and as such, both the lease asset and lease liability were derecognised at the point of completion. Also at the point of completion Patrick Ponsford transferred over to the Mark Allen Group and resigned from his role as Chief Executive Officer and Director of Bonhill Group Plc.
The Rockwood loan facility was increased to GBP1.0m (from the GBP0.6m agreed before the year end) and was fully drawn down by February 2023. Upon completion of the above deal, the consideration funds were partly used to repay this loan in full on 1(st) March 2023.
Additionally, the sale of the US assets and trade have been sold to Key Media for a conditional cash consideration of $4.1m. Key Media did not want to assume the New York office lease and as such we are in negotiations with the landlord to agree an early settlement figure which will be split 50:50 with Key Media. Once agreed and completed, the lease asset and lease liability will be derecognised in the accounts. At the point of completion John French will transfer over to Key Media and resign from his role as Chief Executive Officer of InvestmentNews and Director of Bonhill Group Plc.
The Company has announced in its shareholder circular its intention to complete a tender offer as soon as possible, and to return substantially all of the remaining cash in the business to shareholders. After this point, the Company will purely consist of shells and dormant subsidiaries once the assets and trade have all been sold, so it is expected that the Company will enter a voluntary liquidation process.
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