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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Gloo Networks | LSE:GLOO | London | Ordinary Share | GB00BYVTYD43 | ORD GBP0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 47.50 | 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
TIDMGLOO
RNS Number : 1542Z
Gloo Networks PLC
13 December 2017
Gloo Networks plc
("Gloo" or the "Company")
Interim report for the six months ended 30 September 2017
London, 13 December 2017 - Gloo Networks plc announces its interim results for the six months ended 30 September 2017.
Over the period, Gloo Networks generated a loss after taxation of GBP1.8 million, reflecting operating expenses and diligence costs incurred in the continued pursuit of its stated investment strategy. At 30 September 2017, Gloo Networks held over GBP21.3 million in cash.
Rebecca Miskin, Gloo's Chief Executive Officer, commented: "We have made good progress over recent months with a shortlist of acquisition opportunities in highly attractive verticals, and look forward to discussing with shareholders at the appropriate time."
As we advance discussions with potential targets, our requirements for corporate finance advice and administrative support have increased. Accordingly, it was decided to increase the monthly fees paid to Marwyn Capital LLP ("Marwyn") to GBP50,000 with effect from 1 November 2017, while reducing the notice period from 12 months to 6 months. The managing partners of Marwyn are Mark Brangstrup Watts and James Corsellis, who are both directors of the Company.
Enquiries:
Liberum Capital Limited (Nominated Adviser and Joint Broker)
Tel: +44 20 3100 2000
Neil Elliot
Chris Clarke
Jonathan Wilkes-Green
Numis Securities Limited (Joint Broker)
Tel: +44 20 7260 1000
Nick Westlake
Teneo Blue Rubicon (PR Adviser)
Tel: +44 20 3757 9234
Chloe Francklin
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.
Rebecca Miskin is Chief Executive Officer of Gloo Networks, which has its offices at 20 Buckingham Street, London WC2N 6EF.
GLOO NETWORKS PLC
Unaudited interim condensed consolidated financial statements
for the six months ended 30 September 2017
MANAGEMENT REPORT
I am pleased to present to the shareholders the Interim Condensed Consolidated Financial Statements of Gloo Networks plc ("the Company") for the six months ended 30 September 2017, consolidating the results of Gloo Networks plc and Gloo Networks Jersey Limited (together, the "Group").
Strategy
Gloo Networks plc is a digital transformation company that was established to create shareholder value from the ongoing structural changes in the media and consumer brand sectors driven by changing trends in mobile, social and data. Gloo's strategy is to apply its expertise in technology and data analytics to the trusted consumer brands that it intends to acquire, and enhance their business models in order to increase profitability and unlock value. The Company is led by digital transformation expert Rebecca Miskin (Chief Executive Officer). Arnaud de Puyfontaine, Chief Executive Officer at Vivendi, serves as Non-Executive Chairman of the Company. Mark Brangstrup Watts and James Corsellis are Executive Directors of the Company.
The ongoing digital and technological disruption of media and consumer brands remains a fundamental dynamic driving potential acquisition opportunities and verifying the Company's core investment hypothesis. The Company will continue to adopt a disciplined and rigorous approach to assessing acquisition opportunities and remains well positioned to secure a suitable platform acquisition with a pipeline of opportunities currently under review. The Directors continue to closely monitor and control the Company's planned level of expenditures during the pre-acquisition phase.
Board Changes
As announced on 18 September 2017, Bill Davis stepped down as CFO to pursue a career opportunity based closer to his family. Following the period end Juan Lopez-Valcarcel, Chief Product & Operations Officer, also resigned to pursue alternative career opportunities within the technology sector. The Board wishes both Juan and Bill the best for the future.
The Board will continue to monitor the Company's management requirements as it continues to work towards successfully concluding a platform acquisition, whilst being mindful of the costs being incurred by the Company.
Results
The Group's loss after taxation for the six months to 30 September 2017 was GBP1,800,135 (30 September 2016: GBP1,608,584). In the six months to 30 September 2017, the Group incurred GBP1,824,935 (30 September 2016: GBP1,659,762) of administrative expenses, received interest of GBP24,800 (30 September 2016: GBP51,178) and at the period end held a cash balance of GBP21,353,795 (30 September 2016: GBP25,696,311).
Dividend Policy
The Company will consider its dividend policy following its first acquisition.
Corporate Governance
The Directors recognise the importance of sound corporate governance commensurate with the size of the Group and the interests of the shareholders.
Risks
The Directors have carried out a robust assessment of the principal risks facing the Group including those that would threaten its business model, future performance, solvency or liquidity. There have been no changes to the principal risks described in the Group's annual consolidated financial statements for the period ended 31 March 2017. The Directors are of the opinion that the risks are applicable to the six month period to 30 September 2017, as well as the remaining six months of the financial year. Further detail in relation to the risks faced by the Group can be found on pages 38-41 of the Audited Consolidated Financial Statements, on the Company's website www.gloonetworks.com.
Revised Marwyn Arrangements
On 12 December 2017, the members of the board independent from Marwyn Capital LLP ("Marwyn"), being Rebecca Miskin and Arnaud de Puyfontaine (the "Independent Directors") agreed for the Company to enter into revised terms on which Marwyn provides ongoing corporate finance advice to the Company. In order to more accurately reflect the significant corporate finance resource provided on a daily basis to the Company in progressing acquisition opportunities and in light of the recent changes to the executive management team, the monthly fee payable to Marwyn was increased to GBP50,000 from GBP15,000 with effect from 1 November 2017, with the notice period reduced from 12 months to 6 months (the "Revised Terms").
The managing partners of Marwyn are Mark Brangstrup Watts and James Corsellis, who are both directors of the Company. Marwyn is therefore deemed to be a Related Party for the purposes of AIM Rule 13. The Independent Directors having consulted with the Company's Nominated Adviser, consider the Revised Terms to be fair and reasonable insofar as shareholders are concerned.
The Board will continue to monitor overall expenditure closely as it pursues the Company's platform acquisition.
Outlook
The Company received strong support from shareholders in its continuation vote at its Annual General Meeting held on 21 September 2017 as required under AIM Rule 8. During the period, the Group made encouraging progress with potential acquisition opportunities in highly attractive verticals and the Directors look forward to providing further updates to shareholders in due course.
Arnaud de Puyfontaine Rebecca Miskin Non-Executive Chairman Chief Executive Officer 12 December 2017 12 December 2017
RESPONSIBILITY REPORT
We confirm to the best of our knowledge:
-- the Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34, "Interim Financial Reporting"; and
-- the interim management report includes a fair review of the information required by Disclosure and Transparency Rule 4.2.7R and Disclosure and Transparency Rule 4.2.8R.
Neither the Company nor the directors accept any liability to any person in relation to the half-year financial report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A and schedule 10A of the Financial Services and Markets Act 2000.
Details on the Company's Board of Directors can be found on the Company website at www.gloonetworks.com.
By order of the Board
Arnaud de Puyfontaine
Non-Executive Chairman
12 December 2017
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Hot Features
Premium
Six months ended Six months ended
30 September 30 September
2017 2016
Note Unaudited Unaudited
--------------------------------- ----- ------------------------------------ ------------------------------------
GBP GBP
Administrative expenses 4 (1,824,935) (1,659,762)
------------------------------------ ------------------------------------
Operating loss (1,824,935) (1,659,762)
Finance income 24,800 51,178
------------------------------------ ------------------------------------
Finance income 24,800 51,178
Loss before income tax (1,800,135) (1,608,584)
------------------------------------ ------------------------------------
Income tax - -
------------------------------------ ------------------------------------
Net loss for the period (1,800,135) (1,608,584)
Total other comprehensive
income/(loss) - -
------------------------------------ ------------------------------------
Total comprehensive loss (1,800,135) (1,608,584)
==================================== ====================================
Attributable to:
Owners of the parent (1,800,135) (1,608,584)
Loss per ordinary share 5
Basic and diluted loss per share
attributable to ordinary equity
holders of the parent (GBP) (0.0703) (0.0628)
The Group's activities derive from continuing operations.
The notes on pages 9 to 16 form an integral part of these condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at As at
30 September 31 March
2017 2017
Note Unaudited Audited
------------------------------------------------------------------ ----- ------------ -----------
GBP GBP
Assets
Non-current assets
Fixed assets 6 588 1,117
------------ -----------
Total non-current assets 588 1,117
Current assets
Cash and cash equivalents 12 21,353,795 23,485,780
Other receivables 8,12 146,496 167,542
------------ -----------
Total current assets 21,500,291 23,653,322
Total assets 21,500,879 23,654,439
============ ===========
Current liabilities
Trade and other payables 9 488,806 816,186
------------ -----------
Total liabilities 488,806 816,186
Capital and reserves attributable to equity holders of the parent
Share capital 10 256,000 256,000
Share premium 10 29,551,492 29,551,492
Share-based payment reserve 11,13 106,976 133,021
Retained earnings 11 (8,902,395) (7,102,260)
------------ -----------
Total equity 21,012,073 22,838,253
Total equity and liabilities 21,500,879 23,654,439
============ ===========
The notes on pages 9 to 16 form an integral part of these condensed consolidated financial statements.
The financial statements were approved by the Board of Directors on 12 December 2017 and were signed on its behalf by:
Rebecca Miskin Mark Brangstrup Watts Director Director
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share-
based
Share Share payment Retained Total
Note capital premium reserve earnings equity
--------- ----------- --------- ------------ ------------
GBP GBP GBP GBP GBP
Balance as at 1 April 2016 256,000 29,551,492 34,799 (2,666,998) 27,175,293
Loss for the half-year - - - (1,608,584) (1,608,584)
Share-based payments 13 - - 32,282 - 32,282
--------- ----------- --------- ------------ ------------
Balance as at 30 September 2016
(unaudited) 256,000 29,551,492 67,081 (4,275,582) 25,598,991
========= =========== ========= ============ ============
Share-
based
Share Share payment Retained Total
Note capital premium reserve earnings equity
--------- ----------- --------- ------------ ------------
GBP GBP GBP GBP GBP
Balance as at 1 April 2017 256,000 29,551,492 133,021 (7,102,260) 22,838,253
Loss for the half-year - - - (1,800,135) (1,800,135)
Share-based payments 13 - - (26,045) - (26,045)
--------- ----------- --------- ------------ ------------
Balance as at 30 September 2017
(unaudited) 256,000 29,551,492 106,976 (8,902,395) 21,012,073
========= =========== ========= ============ ============
The notes on pages 9 to 16 form an integral part of these condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended Six months ended
30 September 30 September
2017 2016
Note Unaudited Unaudited
-------------------------------------------------------------------- ----- ----------------- -----------------
GBP GBP
Cash flows from operating activities
Operating loss (1,824,935) (1,659,762)
Adjustments to reconcile loss before income tax to net cash flows:
Decrease in trade and other receivables 8 21,046 10,639
(Decrease)/increase in trade and other payables 9 (327,380) 21,139
Share-based payment expense 13 (26,045) 32,282
Depreciation charge 6 (179) 71
Disposal/(purchase) of fixed assets 6 708 (1,357)
Net cash used in operating activities (2,156,785) (1,596,988)
----------------- -----------------
Cash flows from financing activities
Bank interest received 24,800 51,178
----------------- -----------------
Net cash generated from financing activities 24,800 51,178
----------------- -----------------
Net decrease in cash and cash equivalents (2,131,985) (1,545,810)
Cash and cash equivalents at beginning of the period 23,485,780 27,242,121
Cash and cash equivalents at the end of the period 12 21,353,795 25,696,311
================= =================
The notes on pages 9 to 16 form an integral part of these condensed consolidated financial statements.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Gloo Networks plc (the "Company") is a digital transformation company incorporated in England and Wales and domiciled in the United Kingdom. It is a public limited company with company number 09441537 and has its registered office at 20 Buckingham Street, London, WC2N 6EF. The Company wholly owns Gloo Networks Jersey Limited (collectively, the "Group"), which was incorporated on the formation of the Group.
2. BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES (a) Basis of preparation
The Company was incorporated on 16 February 2015.
These Interim Condensed Consolidated Financial Statements for the six months ended 30 September 2017 have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim financial reporting', as adopted by the European Union. The Interim Condensed Consolidated Financial Statements should be read in conjunction with the annual financial statements for the year ended 31 March 2017, which have been prepared in accordance with IFRS as adopted by the European Union.
These Interim Condensed Consolidated Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts which are available on the Company's website, www.gloonetworks.com for the year ended 31 March 2017 were approved by the board of directors on 29 June 2017 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.
All comparative figures included in the Interim Condensed Consolidated Financial Statements are for the period from 1 April 2016 to 30 September 2016, or are as at 31 March 2017.
The balances for the six months ended 30 September 2016 are directly comparable to those reported for the six months ended 30 September 2017.
(b) New standards and amendments to International Financial Reporting Standards
Standards, amendments and interpretation effective and adopted by the Group:
The accounting policies adopted in the preparation of the Interim Condensed Consolidated Financial Statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the period ended 31 March 2017, which were prepared in accordance with International Financial Reporting Standards as adopted by the European Union.
The following standards are issued but not yet effective. The Group and Company intend to adopt these standards, if applicable, when they become effective. The effects of IFRS 15 and IFRS 16 are yet to be assessed. It is not expected that any of the remaining standards will have a material impact on the Group and Company.
Standard Effective date (period commencing) IFRS 14 Regulatory Deferral Accounts 1 January 2016(2) Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses 1 January 2017(1) Amendments to IAS 7: Disclosure Initiative 1 January 2017(1) IFRS 17 - Insurance contracts 1 January 2021(1) IFRS 15 - Revenue from Contracts with Customers 1 January 2018(3) IFRS 9 - Financial instruments 1 January 2018(3) IFRS 16 - Leases 1 January 2019(1) Amendments to IFRS 2: Classification and Measurement of Share-based Payment 1 January 2018(1) Transactions Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 1 January 2018(1) Insurance Contracts Amendments to IAS 40: Transfers of Investment Property 1 January 2018(1) IFRIC 22 Foreign Currency Transactions and Advance Consideration 1 January 2018(1) IFRIC 23 Uncertainty over Income Tax Treatments 1 January 2019(1) IFRS 17 Insurance Contracts 1 January 2021(1) (1) subject to EU endorsement (2) interim standard not endorsed by the EU (3) have been endorsed, but are not yet effective (4) the EU has decided not to endorse the interim standard and to wait for the final standard 3. SEGMENT INFORMATION
The Board of Directors is the Group's chief operating decision-maker. As the Group had not yet made an acquisition as of 30 September 2017, the Group is organised and operates as one segment.
4. EXPENSES BY NATURE
Six months ended 30 September 2017 Six months ended 30 September 2016
----------------------------------- -----------------------------------
GBP GBP
Group expenses by nature
Staff related costs 1,024,353 726,469
Office costs 47,365 45,565
Legal & professional fees 402,150 529,086
Project costs 218,771 32,302
Other expenses 132,296 326,340
1,824,935 1,659,762
=================================== ===================================
5. LOSS PER ORDINARY SHARE
Basic earnings per ordinary share is calculated by dividing the profit attributable to equity holders of the company by the number of ordinary shares in issue during the period. Diluted earnings per share is calculated by adjusting the number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Participation shares (refer Note 13) have not been included in the calculation of diluted earnings per share because they are antidilutive for the period presented.
Six months ended 30 September 2017 Six months ended 30 September 2016
----------------------------------- -----------------------------------
GBP GBP
Group
Loss attributable to the owners of the
parent (1,800,135) (1,608,584)
Number of ordinary shares /Weighted
average number of ordinary shares in
issue 25,600,000 25,600,000
Basic and diluted loss per share (0.0703) (0.0628)
6. FIXED ASSETS
As at 30 September 2017 As at 31 March 2017
------------------------ --------------------
Office equipment GBP GBP
Cost
Opening balance 1,357 -
Additions 649 1,357
Disposals (1,357) -
649 1,357
------------------------ --------------------
Accumulated depreciation
Opening balance (240)
Additions (61) (240)
Disposals 240 -
------------------------
Charge for the period (61) (240)
------------------------ --------------------
Net book value
Opening balance 1,117 -
588 1,117
======================== ====================
7. INVESTMENTS
Principal subsidiary undertakings of the Group
The Company directly owns the whole of the issued and fully paid ordinary share capital of its subsidiary undertaking.
The principal subsidiary undertaking of the Company as at 30 September 2017 is presented below:
Proportion of Proportion of
Country of ordinary shares held ordinary shares held
Subsidiary Nature of business incorporation by parent by the Group
Gloo Networks Jersey
Limited Incentive vehicle Jersey 100% 100%
There are no restrictions on the Company's ability to access or use the assets and settle the liabilities of the Company's subsidiary. The Company's subsidiary has issued Participation shares to management as detailed in note 13. The subsidiary's registered office is One Waverley Place, Union Street, St Helier, JE1 1AX, Jersey.
As at 30 September 2017 As at 31 March 2017
------------------------ --------------------
Company GBP GBP
Beginning of the period 800 476
Addition at cost or valuation 21,111 324
Net book value 21,911 800
======================== ====================
8. OTHER RECEIVABLES
All receivables are current. There is no material difference between the book value and the fair value of the other receivables.
As at 30 September 2017 As at 31 March 2017
------------------------ --------------------
GBP GBP
Amounts falling due within one year
Prepayments 71,225 80,329
Other receivables 75,271 87,213
146,496 167,542
======================== ====================
9. TRADE AND OTHER PAYABLES
As at 30 September 2017 As at 31 March 2017
------------------------ --------------------
GBP GBP
Trade payables 129,734 242,541
Accruals 315,439 535,088
Other tax and national insurance payable 32,531 32,436
Other creditors 11,102 6,121
488,806 816,186
======================== ====================
There is no material difference between the book value and the fair value of the trade and other payables.
10. SHARE CAPITAL
As at 30 September 2017 As at 31 March 2017
------------------------ --------------------
GBP GBP
Allotted, called and fully paid
25.6 million ordinary shares of GBP0.01 each 256,000 256,000
256,000 256,000
======================== ====================
On incorporation, 200 ordinary shares of GBP0.01 each and 49,998 preference shares of GBP1.00 each in the capital of the Company were issued. The ordinary shares were each issued at a premium of GBP1,000 per ordinary share and the preference shares were issued at nominal value. Since then, the Company has issued the following shares:
(i) 250 ordinary shares at a premium of GBP1,000 on 29 April 2015;
(ii) 224,995 ordinary shares at a premium of GBP1.19 per share on 6 July 2015;
(iii) 1 ordinary share at a premium of GBP1.49 on 6 July 2015;
(iv) 374,554 ordinary shares by way of bonus issue out of the Company's share premium; and
Upon the Company's admission to AIM, a further 25,000,000 ordinary shares were issued at GBP1.20 per share resulting in total premium on transaction of GBP29,750,000. Total transaction costs taken to share premium in relation to this issue of shares were GBP912,508.
On 6 July 2015 the holders of the redeemable preference shares signed a deed of waiver to irrevocably and unconditionally waive their rights to redeem the 49,998 redeemable preference shares of GBP1.00 each held by them in the Company. The financial effect of this waiver was that the redeemable preference shares were reclassified at the date of the waiver from a liability to equity as the Company was no longer under an obligation to repay the redeemable preference shares on demand from the holders. These shares were fully redeemed on admission to AIM.
The share premium account at 30 September 2017 totalled GBP29,551,492, (31 March 2017: GBP29,551,492).
All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at general meetings of the Company.
At 30 September 2017, 150 (31 March 2017: 150) Participation shares were issued as disclosed in Note 13.
11. RESERVES
The following describes the nature and purpose of each reserve within shareholders' equity:
Share premium
The amount subscribed for share capital in excess of nominal value less any costs directly attributable to the issue of new shares.
Retained earnings
Cumulative net gains and losses recognised in the Interim Condensed Consolidated Statement of Comprehensive Income.
Share-based payment reserve
The Share-based payment reserve is the cumulative amount recognised in relation to the equity settled share-based payment scheme as further described in Note 13.
12. FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
The Group has the following categories of financial instruments at the period end:
As at 30 September 2017 As at 31 March 2017
------------------------ --------------------
GBP GBP
Loans and receivables
Cash and cash equivalents 21,353,795 23,485,780
Other receivables 146,496 167,542
21,500,291 23,653,322
======================== ====================
Financial liabilities at amortised costs
Trade payables 129,734 242,541
129,734 242,541
======================== ====================
The fair value and book value of the financial assets and liabilities are equal.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.
Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates.
13. SHARE-BASED PAYMENTS
Implementation of share incentive plan - Participation shares
Arrangements were put in place shortly after the Company's formation to create incentives for those who are expected to make key contributions to the success of the Group. The Group's success depends upon the sourcing of attractive investment opportunities, the improvement of the target businesses, and their subsequent growth or sale to realise attractive returns for shareholders. Accordingly, an incentive scheme was created to reward key contributors to the creation of value. At the period end, a total of GBP106,976 (31 March 2017: GBP133,021) was recorded in the share-based payment reserve. This is based on a grant date fair value of GBP129,980 (31 March 2017: GBP226,200), spread over the vesting period and recognised for the period between the grant date and the reporting date. During the six months to 30 September 2017, the fair value at grant date has decreased, due to the cessation of employment of Bill Davis and Juan Lopez-Valcarcel.
Valuation of Participation shares
The Participation shares allocated pursuant to employee shareholder agreements with Gloo Networks Jersey Limited, have been accounted for in accordance with IFRS 2, "Share-Based Payments".
Fair value at grant
Nominal price per Number of date recognised as
share Participation shares Subscription price at 30 September 2017
--------------------- --------------------- ------------------- ---------------------
GBP GBP GBP
Marwyn Long Term
Incentive LP 1 50 2,000 50,550
Rebecca Miskin 1 50 50 36,835
Puyfamily
Société
Civile -Arnaud de
Puyfontaine 1 10 2,000 19,591
Gloo Networks plc 1 40 40 -
150 4,090 106,976
===================== =================== =====================
14. RELATED PARTY TRANSACTIONS
In the opinion of the Directors, there is no single controlling party.
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party, or the parties are under common control or influence, in making financial or operational decisions.
Mark Brangstrup Watts and James Corsellis are managing partners of Marwyn Capital LLP which provides corporate finance advice and various office and finance support services to the Company. During the period Marwyn Capital LLP was paid a total of GBP153,609 (30 September 2016: GBP150,562) (net of VAT as applicable). Marwyn Capital LLP was owed an amount of GBP25,495 (30 September 2016: GBP25,018) at the balance sheet date.
Mark Brangstrup Watts and James Corsellis are the ultimate beneficial owners of Axio Capital Solutions Limited which provides company secretarial, administrative and accounting services to the Group. During the period Axio Capital Solutions Limited charged GBP40,987 (30 September 2016: GBP42,595) in respect of services supplied. Axio Capital Solutions Limited was owed an amount of GBP14,678 (30 September 2016: GBP32,859) at the balance sheet date.
15. COMMITMENTS AND CONTINGENT LIABILITIES
There were no commitments or contingent liabilities outstanding at 30 September 2017 that require disclosure or adjustment in these financial statements.
16. POST BALANCE SHEET EVENTS
On 23 November 2017, 5 Participation shares were allocated to Tom Miller and 5 Participation shares were allocated to Kate Lucey. On 12 December 2017, 10 Participation shares were allocated to James Welsh.
On 12 December 2017, the members of the board independent from Marwyn Capital LLP ("Marwyn"), being Rebecca Miskin and Arnaud de Puyfontaine (the "Independent Directors") agreed for the Company to enter into revised terms on which Marwyn provides ongoing corporate finance advice to the Company. In order to more accurately reflect the significant corporate finance resource provided on a daily basis to the Company in progressing acquisition opportunities in light of the recent changes to the executive management team, the monthly fee payable to Marwyn was increased to GBP50,000 from GBP15,000 with effect from 1 November 2017, with the notice period reduced from 12 months to 6 months (the "Revised Terms").
The managing partners of Marwyn are Mark Brangstrup Watts and James Corsellis, who are both directors of the Company. Marwyn therefore deemed to be a Related Party for the purposes of AIM Rule 13. The Independent Directors, having consulted with the Company's Nominated Adviser, consider the Revised Terms to be fair and reasonable insofar as shareholders are concerned.
The Board will continue to monitor overall expenditure closely as it pursues the Company's platform acquisition.
There have been no material post balance sheet events that would require disclosure or adjustment to these financial statements.
ADVISERS
Corporate Finance Adviser Company Secretary and Administrator
Marwyn Capital LLP Axio Capital Solutions Limited
11 Buckingham Street One Waverley Place, Union Street,
London, WC2N 6DF St Helier, Jersey, JE1 1AX
Principal Bankers Solicitors to the Company
Barclays Bank PLC Travers Smith LLP
1 Churchill Place 10 Snow Hill
London, E14 5HP London, EC1A 2AL
Registrars
Independent Auditors Link Asset Services
PricewaterhouseCoopers LLP The Registry, 34 Beckenham Road
1 Embankment Place Beckenham, Kent, BR3 4TU
London, WC2N 6RH
Liberum Capital Limited (Nominated Adviser and Joint Broker) Numis Securities Limited (Joint Broker)
Ropemaker Place The London Stock Exchange Building
25 Ropemaker Street 10 Paternoster Square
London, EC2Y 9LY London, EC4M 7LT
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR TTBLTMBJBBPR
(END) Dow Jones Newswires
December 13, 2017 02:00 ET (07:00 GMT)
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