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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Glantus Holdings Plc | LSE:GLAN | London | Ordinary Share | IE00BNG2V304 | ORD SHS EUR0.001 |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 33.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMGLAN
RNS Number : 2233O
Glantus Holdings PLC
29 September 2023
29 September 2023
Glantus Holdings plc
("Glantus" or the "Company" or the "Group")
Interim Results
Glantus (AIM: GLAN), a leading provider of software as a service ("SaaS") solutions delivering automation and analytics to the Accounts Payable ("AP") function is pleased to announce its interim results for the six months to 30 June 2023 ("H1 2023").
Acquisition of Glantus by Basware Oy
On 14 August 2023, Genesis Bidco Limited ("Bidco") and the board of directors of Glantus Holdings plc ("Glantus" or the "Company") announced that they had reached agreement on the terms of a recommended all cash offer by Bidco, which has been unanimously recommended by the Glantus Board and pursuant to which Bidco, a newly incorporated private limited company wholly-owned by Basware Oy ("Basware"), will acquire the entire issued and to be issued share capital of Glantus (the "Acquisition"). It is intended that the Acquisition will be implemented by means of a High Court sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (the "Scheme").
The full timetable of principal events for the Acquisition is currently as set out as per the Company's Notice of Court Hearing RNS announced 19 September 2023.
If any of the expected times and/or dates change further, the revised times and/or dates will be notified by Glantus through a Regulatory Information Service.
Maurice Healy
Chief Executive Officer
29 September 2023
Enquiries
Glantus Holdings Plc +353 86 267 7800
Maurice Healy, Chief Executive Officer ir@glantus.com
Susan O'Connor, Chief Financial Officer
Shore Capital (Financial Adviser, Nominated Adviser and Broker) +44 207 408 4090
Patrick Castle / Tom Knibbs / Lucy Bowden (Corporate Advisory)
Yellow Jersey (Public Relations Adviser) +44 7747 788 221
Charles Goodwin
Annabelle Wills
Glantus Holdings Plc - interim report and accounts for the six months ended 30 June 2023
Financial Report
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Six months Six months Year ended to 30 June to 30 June 31 December 2023 2022 2022 Unaudited Unaudited Audited Note EUR EUR EUR Revenue 3 6,479,620 6,556,618 9,798,212 Cost of sales (1,642,911) (1,783,817) (3,289,804) ------------------------------------ ----- ------------ ------------ ------------- Gross profit 4,836,709 4,772,801 6,508,408 Income from legacy software and contracts - - 600,000 Administrative expenses (2,690,150) (4,051,444) (8,985,378) Exceptional Items 5 (1,140,183) (448,933) (1,339,224) Share Based Payments (32,606) (32,606) (56,661) Amortisation (1,168,341) (1,098,559) (2,211,004) Depreciation (64,900) (63,117) (144,189) Other income 10,572 2,846 94,625 ------------------------------------ ----- ------------ ------------ ------------- Operating loss (248,899) (919,012) (5,533,423) Finance costs (700,279) (631,177) (1,444,983) ------------------------------------ ----- ------------ ------------ ------------- Loss on ordinary activities before taxation (949,178) (1,550,189) (6,978,406) Income tax (50,883) 1,178 258,482 ------------------------------------ ----- ------------ ------------ ------------- Loss for the financial period (1,000,061) (1,549,011) (6,719,924) Other comprehensive (loss)/ income for the period (103,051) 46,641 8,890 ------------------------------------ ----- ------------ ------------ ------------- Total comprehensive loss for the period attributable to the owners of the group (1,103,112) (1,502,370) (6,711,034) ------------------------------------ ----- ------------ ------------ ------------- Loss per share - basic and diluted (cent) 6 (2.40) (4.09) (17.76) ------------------------------------ ----- ------------ ------------ ------------- CONSOLIDATED STATEMENT OF FINANCIAL POSITION 30 June 30 June 31 December 2023 2022 2022 Unaudited Unaudited Audited Note EUR EUR EUR ASSETS NON-CURRENT ASSETS Intangible assets 16,353,093 17,181,165 16,767,710 Property, plant and equipment 273,786 220,518 335,708 ------------------------------------- ----- ------------- 16,626,879 17,401,683 17,103,418 ------------------------------------- ----- ------------- ------------ ------------ CURRENT ASSETS Trade and other receivables 4,604,258 7,863,749 4,760,993 Cash and cash equivalents 771,534 391,036 341,590 ------------------------------------- ----- ------------- 5,375,792 8,254,785 5,102,583 ------------ ------------ TOTAL ASSETS 22,002,671 25,656,468 22,206,001 ------------------------------------- ----- ------------- ------------ ------------ EQUITY AND LIABILITIES EQUITY Called up share capital presented as equity 7 51,132 37,833 37,833 Share premium 13,348,860 12,082,742 12,082,742 Reorganisation reserve 656,060 656,060 656,060 Foreign exchange reserve (137,972) 2,830 (34,921) Share option reserve 203,779 147,118 171,173 Retained earnings (10,510,860) (4,339,886) (9,510,799) TOTAL EQUITY 3,610,999 8,586,697 3,402,088 ------------------------------------- ----- ------------- ------------ ------------ CURRENT LIABILITIES Trade and other payables 10,668,091 9,138,443 11,072,652 NON-CURRENT LIABILITIES Long term liabilities 7,723,581 7,931,328 7,731,261 TOTAL LIABILITIES 18,391,672 17,069,771 18,803,913 ------------------------------------- ----- ------------- ------------ ------------ TOTAL LIABILITIES AND EQUITY 22,002,671 25,656,468 22,206,001 ------------------------------------- ----- ------------- ------------ ------------ CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Called Foreign up share exchange capital Share reserves Share presented premium Reorganisation arising on option Retained Note as equity account reserve translation reserve earnings Total At 1 January 2022 37,833 12,082,742 656,060 (43,811) 114,512 (2,790,875) 10,056,461 ----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- -------------- Share based payment charge - - - - 32,606 - 32,606 Total comprehensive loss for the year - - - 46,641 - (1,549,011) (1,502,370) ----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- -------------- At 30 June 2022 37,833 12,082,742 656,060 2,830 147,118 (4,339,886) 8,586,697 ----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- -------------- At 1 July 2022 37,833 12,082,742 656,060 2,830 147,118 (4,339,886) 8,586,697 ----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- -------------- Share based payment charge - - - - 24,055 - 24,055 Total comprehensive loss for the year - - - (37,751) - (5,170,913) (5,208,664)
----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- -------------- At 31 December 2022 37,833 12,082,742 656,060 (34,921) 171,173 (9,510,799) 3,402,088 ----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- -------------- At 1 January 2023 37,833 12,082,742 656,060 (34,921) 171,173 (9,510,799) 3,402,088 ----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- -------------- Share based payment charge - - - - 32,606 - 32,606 Share subscription offer 7 13,299 1,266,118 - - - - 1,279,417 Total comprehensive loss for the year - - - (103,051) - (1,000,061) (1,103,112) ----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- -------------- At 30 June 2023 51,132 13,348,860 656,060 (137,972) 203,779 (10,510,860) 3,610,999 ----------------- ----- ---------- ------------- --------------- ------------ ---------- -------------- -------------- CONSOLIDATED STATEMENT OF CASHFLOWS Six months Six months Year ended to 30 June to 30 June 31 December 2023 2022 2022 Unaudited Unaudited Audited EUR EUR EUR Cash flows from operating activities Group loss after tax (1,000,061) (1,549,010) (6,719,924) Adjusted for: Interest payable 700,279 631,177 1,444,983 R&D tax credit income - - (83,626) Income tax expense 50,883 (1,178) (258,482) Depreciation 64,900 63,117 144,189 Amortisation 1,168,341 1,098,559 2,211,004 Movement in trade and other receivables 168,610 (1,179,726) 1,537,323 Movement in trade and other payables 907,809 274,460 3,111,289 Loss on disposal of tangible assets 1,551 4,838 17,855 Share-based payment expense 32,606 32,606 56,661 Effects of movement in exchange rates 185,665 46,641 8,881 Net cash flows generated from/(used in) operating activities 2,280,583 (578,516) 1,470,153 ----------------------------------------------- ------------ ------------ ------------- Cash flows from investing activities Purchase of property, plant and equipment (4,528) (48,202) (257,460) Payment of deferred consideration (464,674) - (836,833) Payment for software development asset (753,725) (770,866) (1,469,859) Net cash (used in) investing activities (1,222,927) (819,068) (2,564,152) ----------------------------------------------- ------------ ------------ ------------- Cash flow from financing activities Loans received (66,667) 66,667 1,866,666 Interest payable (700,279) (631,177) (1,444,983) Exceptional costs (1,140,183) - (1,339,224) Equity (Proceeds from issue of shares) 1,279,417 - - Net cash (used in) financing activities (627,712) (564,510) (917,541) ----------------------------------------------- ------------ ------------ ------------- Net increase/(decrease) in cash and cash equivalents 429,944 (1,962,094) (2,011,540) Cash and cash equivalents at the beginning of the period 341,590 2,353,130 2,353,130 Cash and cash equivalents at the end of the period 771,534 391,036 341,590 ----------------------------------------------- ------------ ------------ -------------
Notes to the unaudited interim statements
1. General Information
Glantus Holdings Plc ("the Company") is a public limited company incorporated in the Republic of Ireland. The registered office is Marina House, Eastpoint Business Park, Dublin 3.
The principal activity of the Group is the specialist provision of next generation and world class software platforms focused on manufacturing, distribution and related industries.
2. Accounting policies
Basis of preparation
These interim financial statements are non-statutory general-purpose financial statements for the six-month period ended 30 June 2023. These financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union, and the Companies Act 2014. They do not include all of the information required in annual financial statements in accordance with IFRS as adopted by the European Union. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial information for the year ended 31 December 2022 included in the Annual Report.
The interim financial statements for the six-month period ended 30 June 2023 should be read in conjunction with the consolidated results for the year ended 31 December 2022 included in the Annual Report, and any public announcements made by the company during the interim reporting period.
The interim financial statements have been prepared on the historical cost basis. The interim financial statements of the Group are presented in Euro ("EUR") which is also the functional currency of the Company.
The Group's accounting policies are set out in the Company's Annual Report.
The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may subsequently differ from those estimates. In preparing the interim financial statements, the significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty were the same, in all material respects, as those applied to the consolidated results for the year ended 31 December 2022 included in the Annual Report.
Going concern
At the time of approving these interim accounts, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the interim financial statements.
The interim financial statements are unaudited and were approved by the Board of Directors on 29 September 2023.
3. Segmental Reporting
Segmental information is presented in respect of the group's geographical regions and operating segments in accordance with IFRS 8 'Operating Segments'. The Board considers that there is one identifiable business segment being the provision of enterprise software solutions.
Recurring revenue is the revenue that annually repeats either under contractual subscription or predicable transactional billing.
Six months Six months Year ended to 30 June to 30 31 December June 2023 2022 2022 EUR EUR EUR Amount of revenue by class of activity: Recurring annual subscriptions 2,481,913 2,472,415 5,070,508 Recurring recovery services 3,947,802 3,894,338 2,881,153 Professional services & licences 49,905 189,865 1,846,551 Reported revenue 6,479,620 6,556,618 9,798,212 ----------------------------------- ------------ ----------- -------------
The group operates in three principal geographical regions being Republic of Ireland, the United Kingdom and the United States of America. The group also has customers in other countries such as Singapore, Australia, Spain, Switzerland, Canada, Mexico and the Netherlands, which are not material for separate identification.
Six months Six months to 30 Year ended to 30 June June 31 December 2023 2022 2022 EUR EUR EUR Amount of revenue by region: Republic of Ireland 553,613 721,645 1,248,922 United Kingdom 1,955,490 2,334,914 4,187,760 United States of America 3,580,387 2,997,580 3,879,503 Others 390,130 502,479 482,027
Reported Revenue 6,479,620 6,556,618 9,798,212 ------------------------------- ------------ ----------- ------------- 4. Adjusted EBITDA
Management has presented adjusted EBITDA as it monitors this performance measure at a consolidated level, and the Board considers that this metric provides the best measure of assessing underlying trading performance.
Adjusted EBITDA is calculated by adjusting profit or loss before taxation to exclude the impact of net finance costs, depreciation, amortisation, share based payment charges and exceptional items.
The exceptional items include termination costs as part of restructuring and salaries that relate to product developments.
Six months Six months Year ended to 30 June to 30 31 December June 2023 2022 2022 EUR EUR EUR ---------------------- ------------ ----------- ------------- Operating loss (248,899) (919,012) (5,533,423) Amortisation 1,168,341 1,098,559 2,211,004 Depreciation 64,900 63,117 144,189 Exceptional items 1,140,183 448,933 1,339,224 Share based payments 32,606 32,606 56,661 Adjusted EBITDA 2,157,131 724,203 (1,782,345) ----------------------- ------------ ----------- ------------- 5. Exceptional Items
Merger and Acquisition professional fees relate primarily to transaction costs associated with the Acquisition and restructuring costs include termination costs incurred as part of the Group's restructuring.
Six months Six months Year ended to 30 June to 30 31 December June 2023 2022 2022 EUR EUR EUR ------------------------------------- ------------ ----------- ------------- Merger and Acquisition professional - fees 412,056 - Restructuring costs 636,315 448,933 1,317,706 Other exceptional costs 91,812 - 21,518 Total exceptional items -------------------------------------- ------------ ----------- ------------- 6. Earnings per share
Basic earnings per share is calculated by dividing the net loss for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
The basic earnings per share calculation is the same as for the fully diluted earnings per share position.
Six months Six months Year ended to 30 June to 30 June 31 December 2023 2022 2022 Earnings EUR EUR EUR ------------------------------------- ------------ ------------ ------------- Loss for the period (1,000,061) (1,549,011) (6,719,924) Taxation 50,883 (1,178) (258,482) Amortisation 1,168,341 1,098,559 2,211,004 Depreciation 64,900 63,117 144,189 Exceptional items 1,140,183 448,933 1,339,224 Share based payments 32,606 32,606 56,661 Finance costs 700,279 631,177 1,444,983 Adjusted earnings/(loss) 2,157,131 724,203 (1,782,345) -------------------------------------- ------------ ------------ ------------- Weighted average number of ordinary shares Number Number Number ------------------------------------- ------------ ------------ ------------- Total shares in issue (weighted) 41,695,491 37,833,316 37,833,316 Total diluted shares (weighted) 43,764,254 40,046,286 40,026,532 EPS Cent Cent Cent ------------------------------------- ------------ ------------ ------------- Basic and diluted EPS (2.40) (4.09) (17.76) Adjusted basic EPS 4.38 1.91 (4.71)
Adjusted EPS is not a defined performance measure in IFRS. The Group's definition of adjusted EPS may not be comparable with similarly titled performance measures disclosures by other entities.
7. Share Capital Ordinary Share Shares Capital Share Premium ------------ --------- -------------- Number EUR EUR @ EUR0.001 each ----------------------------- ------------ --------- -------------- At 1 January 2023 37,833,316 37,833 12,082,742 Share subscription offer on 16 March 2023 13,299,238 13,299 1,266,118 ------------------------------ ------------ --------- -------------- At 30 June 2023 51,132,554 51,132 13,330,460 ------------------------------ ------------ --------- --------------
On the 16(th) of March 2023, Glantus Holdings PLC held a share subscription offer whereby 13,299,238 shares were purchased for EUR0.001 each. The total consideration paid for these shares less direct costs incurred amounted to EUR1,261,017 and as such EUR13,299 was recognised as share capital and EUR1,266,118 was recognised as share premium.
8. Events after the reporting period
On 14 August 2023, the Company announced that it had reached agreement on the terms of its acquisition by Basware Oy ("Basware"). On 13 September 2023, the Company convened a Scheme Meeting to approve the Scheme and EGM to approve the resolutions for the purpose of giving effect to the Scheme and associated amendments to the articles of association of the Company. The Scheme Meeting Resolutions and EGM Resolutions were duly passed. On 19 September 2023, it was announced that the Irish High Court set the Court Hearing to sanction of the Scheme, scheduled for 10 October 2023. The full timetable of principal events for the Acquisition is currently as set out as per the Company's Notice of Court Hearing RNS announced 19 September 2023.
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IR XKLFLXKLXBBD
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September 29, 2023 09:41 ET (13:41 GMT)
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