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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Impax Asset Management Group Plc | LSE:IPX | London | Ordinary Share | GB0004905260 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -4.00 | -0.90% | 441.50 | 442.50 | 446.50 | 459.00 | 435.00 | 435.00 | 496,475 | 16:35:11 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Investment Advice | 178.64M | 39.22M | 0.3057 | 14.56 | 571.03M |
From May 2019 to May 2024
TIDMIPX
RNS Number : 1461B
Impax Asset Management Group plc
05 June 2019
Impax Asset Management Group plc
Interim results to 31 March 2019
London, 5 June 2019 - Impax Asset Management Group plc ('Impax' or the 'Company'), the specialist investor focused on a more sustainable global economy, today announces interim results for the six months to 31 March 2019 (the 'Period').
Ian Simm, Chief Executive commented:
"I am pleased to report that despite volatile market conditions Impax has delivered strong results, with assets under management expanding 6% to GBP13.3 billion by the end of the first half of our financial year on 31 March 2019, and further to GBP13.7 billion by 30 April 2019."
"Developed over two decades, Impax's specialist expertise as investors in the transition to a more sustainable economy is resonating with a range of asset owners around the world, and the Company remains well placed for further growth."
H1 business highlights
-- Despite volatile markets AUM over the Period increased 6% -- Positive net inflows for 14 consecutive quarters -- Strong organic growth with GBP887 million of net inflows -- Robust investment performance, particularly the 'Global Opportunities' strategy
H1 financial highlights
-- Revenue GBP33.8 million (H1 2018 GBP25.7m) -- Adjusted operating profit GBP7.7 million (H1 2018 GBP7.7m) -- Profit before tax GBP9.3 million (H1 2018 GBP5.5m) -- Adjusted diluted earnings per share 4.4 pence (H1 2018 4.8p) -- Interim dividend 1.5 pence (H1 2018 1.1p) -- Shareholder's equity GBP54.6 million (H1 2018 GBP46.9m)
The presentation for shareholders and analysts will be available to view on the Company's website later this morning: https://www.impaxam.com/investor-relations/reports-and-presentations
LEI number: 213800AJDNW4S2B7E680
Enquiries:
Hot Features
Premium
Karen Wagg, Director of Communications k.wagg@impaxam.com
Impax Asset Management Group +44 (0) 20 3912 3142
plc
---------------------------------------- ------------------------------
Ian Simm, Chief Executive
Impax Asset Management Group
plc +44 (0) 20 3912 3000
---------------------------------------- ------------------------------
Gay Collins / Louis Supple impax@montfort.london
Montfort Communications +44 (0) 77 98 62 62 82 / +44
(0) 20 3770 7914
---------------------------------------- ------------------------------
Guy Wiehahn / Rishi Shah, Nominated
Adviser
Peel Hunt LLP +44 (0) 20 7418 8900
CHIEF EXECUTIVE'S REPORT
I am pleased to report that, despite volatile market conditions, Impax Asset Management Group plc ('Impax' or the 'Company') has delivered strong results for the six months to 31 March 2019 (the 'Period'), reflecting rising demand among asset owners for exposure to companies leading the transition to a more sustainable economy. During the Period global equity markets initially fell as investors were troubled by geopolitical uncertainty, the impact of tightening monetary policies, an escalating trade war between China and the USA and Brexit. At the start of calendar 2019, sentiment recovered strongly, and markets bounced. At Period end the Company's assets under management and advice ('AUM') were GBP13.3 billion, representing an increase of 20% in the 12 months since 31 March 2018 and 6% over the Period. As of 30 April 2019, the Company's AUM has risen further to GBP13.7 billion.
MARKET DEVELOPMENTS
The transition to a more sustainable global economy is set to create enormous economic benefits and momentum is building. Impax has been investing in this transition for more than two decades and we continue to see many compelling new long-term investment opportunities, with rising interest from a wide range of asset owners around the world.
Although historically regulations have typically shaped demand in environmental markets, consumer interest is now an important contributor. For example, as the 'war on plastics' continues to gather pace, companies in the areas of recycling, reverse vending and alternative packaging are reporting strong prospects. In the food sector, many consumers in developed countries are moving away from established brands and favouring natural foods and lower levels of meat consumption. In the transport sector we have observed a new wave of investment in electric vehicle (EVs) manufacturing and supporting infrastructure, such as the Mayor of London's plan to invest GBP24m to help black cab drivers switch to EVs.
INVESTMENT PERFORMANCE
During the Period our London-managed listed equity strategies generally out-performed their generic benchmarks, typically the MSCI All Country World Index ('ACWI'). Our 'Global Opportunities' strategy, a broad-based global equity portfolio, which is now in its fifth year, was again the best-performing strategy.
Performance of the Pax World Funds was mixed, with the actively managed funds moderately ahead of benchmark and the fixed income funds slightly behind.
REAL ASSETS
The sale of the remaining assets of our second renewable energy infrastructure fund, Impax New Energy Investors II ('NEF II') is nearly complete and we expect to return all outstanding proceeds to investors over the next eighteen months. Our third fund, Impax New Energy Investors III ('NEF III') is continuing to make investments across Europe. These have included a large acquisition in France and a portfolio of hydropower assets in Norway. During the 2019 calendar year we expect to invest at least EUR100 million of the fund's capital.
FUND FLOWS AND DISTRIBUTION
Overall, we welcomed GBP887 million of net inflows from clients during the Period. Interest in our London managed strategies has remained strong. In addition to attracting material flows into the collective funds that we manage, sub-manage or advise, we also launched three new segregated accounts for institutional investors and we expect to launch a number of significant new accounts before the end of the calendar year. Although in aggregate the Pax World Funds experienced net outflows, there were net inflows into more differentiated products, particularly the Global Women's Leadership Fund. Looking ahead to 2020, as several of these funds reach their three- year track record, we expect investor interest to pick up.
Impax Asset Management
Ltd Impax Asset
Impax Asset Management Management
AIFM Ltd LLC
(Impax LN) (Impax NH)
Fixed income,
Thematic Real smart beta,
AUM movement 12 months equity funds asset funds(1) US equity funds Reconcilliation(2) Total firm
to 30 September 2018 GBPm GBPm GBPm GBPm GBPm
------------- --------------- ----------------
Total AUM at 30 September
2018 9,024 450 3,644 (603) 12,515
------------- --------------- ---------------- ------------------ ----------
Net flows 1,103 - (216) - 887
------------- --------------- ---------------- ------------------ ----------
Market movement, FX and
performance (67) (14) (74) 6 (149)
------------- --------------- ---------------- ------------------ ----------
Total AUM at 31 March 2019 10,060 436 3,354 (596) 13,253
------------- --------------- ---------------- ------------------ ----------
(1) Real Assets comprise Private Equity and Property funds
(2) Avoidance of double count of Pax Global Environmental Markets Fund and Pax Global Opportunities Fund
FINANCIAL RESULTS FOR THE PERIOD
Revenue for the six months to 31 March 2019 was GBP33.8 million (H1 2018 GBP25.7 million, H2 2018 GBP40 million including GBP6.1 million of one-off private equity income). Excluding the one-off income in H2, Impax LN (the business excluding the Pax World Management business that we bought in January 2018) grew revenue by GBP1.0 million, thanks to continued strong inflows. Revenue from Impax NH (the Pax World Management business) fell by GBP0.9 million from H2 2018, reflecting outflows in a very weak US mutual fund market. The Company's annualised run-rate revenue at the end of the Period was GBP72.4 million, giving a weighted average run rate revenue margin of 55 basis points on the GBP13.3 billion of AUM.
As previously noted, to facilitate comparison of performance with prior periods and to provide an appropriate comparison with peers, the Board encourages shareholders to focus on adjusted financial measures. For example, operating profit, profit before tax and diluted earnings per share after adjustment for non-recurring acquisition costs, accounting charges or credits arising from the acquisition accounting for Impax NH and adjustments arising from the accounting treatment of National Insurance on share awards. Reconciliations of the adjusted amounts to the IFRS amounts are shown in Note 3.
Adjusted operating costs for the period were GBP26.1 million (H1 2018 GBP18.0 million, H2 GBP27.7 million). Costs fell from H2 2018 due to the absence of costs associated with the one-off private equity income, but this was in part offset by planned increases in staff and other recurring costs.
Adjusted operating profits for the period were GBP7.7 million (H1 2018, GBP7.7 million, H2 2018 GBP12.3m). The fall from H2 2018 was largely due to the absence of one-off private equity income. Benefits from the inflows in Impax LN were largely offset by the impact of market falls and cost increases.
At the end of the Period annualised run-rate adjusted operating profits were GBP18.8 million, equivalent to a run-rate operating margin of 26%.
Each reporting period we are required to estimate the contingent consideration payable on the Impax NH acquisition and any adjustment to this liability must be recorded through IFRS operating profit. Given our estimates of Impax NH growth in funds under management we have adjusted our estimate down to GBPnil. IFRS operating profit benefited by GBP3.5 million from this adjustment and increased to GBP9.9 million (H1 2018 GBP5.7 million, H2 2018 GBP9.7 million).
Interest expense and non-operating costs totalled GBP0.5 million (H1 2018 GBP0.3 million, H2 2018 GBP0.4 million) giving adjusted profit before tax of GBP7.2 million (H1 2018 GBP7.4 million, H2 2018 GBP11.8 million). IFRS profit before tax was GBP9.3 million (H1 2018, GBP5.5 million, H2 2018 GBP9.1 million). Tax rates were in line with prior periods. Adjusted diluted earnings per share for the period was 4.4 pence (H1 2018 4.8 pence, H2 2018 7.6 pence).
Impax continues to be a strongly cash generative business and paid down GBP3.3 million of term debt in January 2019 leaving GBP6.6 million outstanding. Cash reserves at the period end stood at GBP14.9 million and we continue to have US$13 million available to utilise under a revolving credit facility. At the period end the Company exited its successful UCITS investment based on the Global Opportunities strategy, realising GBP2 million.
DIVIDS
A final dividend for 2018 of 3.0 pence was paid in March 2019 following approval at the Annual General Meeting. This takes the total dividend paid for 2018 to 4.1 pence plus a special dividend of 2.6 pence.
The Board is declaring an interim dividend for the Period of 1.5 pence per share (2018: 1.1 pence) reflecting the encouraging development of the Group's financial resources. This will be paid on 19 July 2019 to Ordinary Shareholders on the shareholder register at the close of business on 14 June 2019.
The Company operates a dividend reinvestment plan ('DRIP'). The final date for receipt of elections under the DRIP will be 28 June 2019. For further information and to register and elect for this facility, please visit www.signalshares. com and search for information related to the Company.
BUSINESS OPERATIONS
Given the scale of Impax's future potential, we are continuing our long-term programme to build out our capabilities, while minimising the need for large, one-off investments. Over the past 12 months we have focused on strengthening our IT platform, extending our risk and compliance functions and developing further the Company's human resources function.
We have made good progress in integrating the Pax World Management business, which we acquired in early 2018. We have fully integrated or established close co-operation across most support teams, for example finance, compliance, human resources, trading and back/middle office. The client service and business development teams, which are subject to different regulations in their respective jurisdictions, are deepening their collaboration, and the investment teams are able to pool their research and analysis.
The deadline has been extended but clarity around the nature of the UK's departure from the European Union is still absent. There are a number of potential scenarios and Impax is well positioned to respond to the outcomes that could transpire. In particular, we have established an Irish entity, Impax Asset Management Ireland Limited, which is now authorised by the Central Bank of Ireland as, amongst other things, a UCITS management company pursuant to the UCITS Regulations.
SHARE MANAGEMENT
The company did not issue any new shares in the period and shares in issue stood at 130.4 million.
The Board intends to continue to buy-back the Company's shares from time to time after due consideration of alternative uses of the Company's cash resources. Shares may be used to satisfy obligations linked to share based payment awards for employees. Buy-backs are usually made by funding the Company's Employee Benefit Trusts (EBTs') which will then settle option exercises or hold shares for Restricted Share awards until they vest. During the Period the EBTs spent GBP2.5 million buying 1.2 million of the Company's shares at an average price of 212 pence. The EBTs delivered 1.8 million of shares to staff in respect of option exercises and Restricted Share vestings; in-line with the Company's policy, staff pay for these through deductions from the bonus paid. In December 2018 the EBTs allocated 0.5 million shares against awards of Restricted Shares made to staff and the Company awarded 0.5 million of share options to staff. At 31 March 2019 the EBTs held a total of 9.1 million shares of which 7.2 million were held for Restricted Shares. Further equity issuance may arise in respect of staff option exercises that have not been previously matched by share buy-backs, and, in 2021, conversion into Impax shares of Impax NH management's remaining 16.7% interest in Impax NH.
OUTLOOK
At the time of writing, market sentiment is overshadowed by uncertainty over global trade, particularly the relationship between China and the United States. Elsewhere, economic and financial market signals are mixed, and investor sentiment is fragile. Nevertheless, as investor interest in exposure to the sustainable economy continues to build, we are confident that Impax is well placed for further expansion.
Ian R Simm
4 June 2019
CONDENSED CONSOLIDATED income STATEMENT
For the six months ended 31 March 2019
Six months Six months
ended ended Year ended
31 March 31 March 30 September
2019 2018 2018
Note GBP000 GBP000 GBP000
Revenue 33,794 25,680 65,683
Operating costs (23,871) (19,932) (50,200)
Fair value (losses)/gains and
other financial income/(expense) 5 (301) 28 (337)
Interest expense (399) (251) (670)
Non-controlling interest 91 21 184
Change in third-party interests
in consolidated funds 6 2 (30) (40)
---------------------------------- ---- ---------- ---------- -------------
Profit before taxation 9,316 5,516 14,620
Taxation 7 (1,293) (1,081) (3,219)
---------------------------------- ---- ---------- ---------- -------------
Profit after taxation 8,023 4,435 11,401
---------------------------------- ---- ---------- ---------- -------------
Earnings per share
---------------------------------- ---- ---------- ---------- -------------
Basic 8 6.2 p 3.6 p 9.0 p
Diluted 8 6.1 p 3.4 p 8.9 p
---------------------------------- ---- ---------- ---------- -------------
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 31 March 2019
Six months
Six months ended
ended 31 March Year ended
31 March 2018 30 September
2019 Restated* 2018
GBP000 GBP000 GBP000
------------------------------------ ---------- ---------- -------------
Profit for the period 8,023 4,435 11,401
Change in value of cash flow hedges 232 24 (74)
Tax on change in value of cash flow
hedges (44) (5) 14
Exchange differences on translation
of foreign operations (46) 60 1,212
------------------------------------ ---------- ---------- -------------
Total other comprehensive income 142 79 1,152
------------------------------------ ---------- ---------- -------------
Total comprehensive income for the
period
attributable to equity holders
of the parent 8,165 4,514 12,553
------------------------------------ ---------- ---------- -------------
* Total other comprehensive income for the six month period has been restated to exclude the tax credit on long-term incentive schemes which is now being recognised within the transactions with owners section within the consolidated changes of equity as required by IFRSs.
All profit for the period is derived from continuing operations.
All amounts in other comprehensive income may be reclassified to income in the future.
Adjusted numbers are provided in Note 3.
CONDENSED CONSOLIDATED STATEMENT of financial position
AS AT 31 March 2019
As at As at As at
31 March 31 March 30 September
2019 2018 2018
Note GBP000 GBP000 GBP000
-------------------------------------- ---- --------- --------- -------------
Asset
Non-current assets
Goodwill 10 12,185 13,347 12,171
Intangible assets 10 24,343 24,775 25,565
Property, plant and equipment 1,784 1,849 1,836
Deferred tax assets 3,472 1,423 4,450
-------------------------------------- ---- --------- --------- -------------
Total non-current assets 41,784 41,394 44,022
-------------------------------------- ---- --------- --------- -------------
Current assets
Trade and other receivables 19,823 15,288 15,858
Investments 11 3,020 8,329 4,349
Current tax asset 869 2,927 890
Cash invested in money market funds
and long-term deposit accounts 12 10,233 4,204 11,211
Cash and cash equivalents 12 6,131 5,434 15,529
-------------------------------------- ---- --------- --------- -------------
Total current assets 40,076 36,182 47,837
-------------------------------------- ---- --------- --------- -------------
Total assets 81,860 77,576 91,859
-------------------------------------- ---- --------- --------- -------------
Equity and liabilities
Equity
Ordinary shares 1,304 1,304 1,304
Share premium 9,291 9,291 9,291
Exchange translation reserve 968 (138) 1,014
Hedging reserve 144 35 (44)
Retained earnings 42,934 36,399 41,054
-------------------------------------- ---- --------- --------- -------------
Equity attributable to owners of
the company 54,641 46,891 52,619
-------------------------------------- ---- --------- --------- -------------
Non-controlling interests 1,012 914 898
-------------------------------------- ---- --------- --------- -------------
Total equity 55,653 47,805 53,517
-------------------------------------- ---- --------- --------- -------------
Current liabilities
Trade and other payables 15,755 17,971 24,755
Loans 13 3,316 3,078 3,326
Third-party interests in consolidated
funds - 77 87
Current tax liability 208 192 130
-------------------------------------- ---- --------- --------- -------------
Total current liabilities 19,279 21,318 28,298
-------------------------------------- ---- --------- --------- -------------
Non-current liabilities
Accruals 280 347 228
Loans 13 3,316 8,083 6,652
Deferred tax liability 3,332 23 3,164
-------------------------------------- ---- --------- --------- -------------
Total non-current liabilities 6,928 8,453 10,044
-------------------------------------- ---- --------- --------- -------------
Total liabilities 26,207 29,771 38,342
-------------------------------------- ---- --------- --------- -------------
Total equity and liabilities 81,860 77,576 91,859
-------------------------------------- ---- --------- --------- -------------
Condensed Consolidated Statement of Changes in Equity
For the six months ended 31 March 2019
Exchange
Share Share translation Hedging Retained
capital premium reserve reserve earnings Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------------ -------- -------- ------------ -------- --------- -------
As at 1 October 2017 1,277 4,093 (198) 16 30,456 35,644
Transactions with owners
Shares issued 27 5,198 - - - 5,225
Dividends paid - - - - (2,752) (2,752)
Cash received on option exercises - - - - 2,383 2,383
Impax NH Management equity
scheme - value assigned to
pre-acquisition service - - - - 2,009 2,009
Tax credit on long-term incentive
schemes (restated*) - - - - 530 530
Fair value of put option over
non-controlling interest - - - - (1,379) (1,379)
Share based payment charges - - - - 716 716
------------------------------------ -------- -------- ------------ -------- --------- -------
Total transactions with owners
(restated*) 27 5,198 - - 1,507 6,732
Profit for the period - - - - 4,435 4,435
Other comprehensive income
Change in value of cashflow
hedges - - - 24 - 24
Tax on change in value of cashflow
hedges - - - (5) - (5)
Exchange differences on translation
of foreign operations - - 60 - - 60
------------------------------------ -------- -------- ------------ -------- --------- -------
Total other comprehensive income
(restated*) - - 60 19 - 79
------------------------------------ -------- -------- ------------ -------- --------- -------
As at 31 March 2018 1,304 9,291 (138) 35 36,399 46,891
------------------------------------ -------- -------- ------------ -------- --------- -------
Transactions with owners
Dividends paid - - - - (4,634) (4,634)
Acquisition of own shares - - - - (2,534) (2,534)
Cash received on option exercises - - - - 2,093 2,093
Impax NH Management equity
scheme - value assigned to
pre-acquisition service - - - - (92) (92)
Tax credit on long-term incentive
schemes - - - - 1,822 1,822
Fair value of put option over
non-controlling interest - - - - (72) (72)
Share based payment charge - - - - 1,106 1,106
------------------------------------ -------- -------- ------------ -------- --------- -------
Total transactions with owners - - - - (2,311) (2,311)
Profit for the period - - - - 6,966 6,966
Other comprehensive income
Cashflow hedge - - - (98) - (98)
Tax on cash flow hedge - - - 19 - 19
Exchange differences on translation
of foreign operations - - 1,152 - - 1,152
------------------------------------ -------- -------- ------------ -------- --------- -------
Total other comprehensive income - - 1,152 (79) - 1,073
------------------------------------ -------- -------- ------------ -------- --------- -------
As at 30 September 2018 1,304 9,291 1,014 (44) 41,054 52,619
------------------------------------ -------- -------- ------------ -------- --------- -------
Transactions with owners
Dividends paid - - - - (3,864) (3,864)
Acquisition of own shares - - - - (2,502) (2,502)
Cash received on option exercises - - - - 100 100
Tax charge on long-term incentive
schemes - - - - (250) (250)
Fair value of put option over
non-controlling interest - - - - (293) (293)
Share based payment charge - - - - 666 666
------------------------------------ -------- -------- ------------ -------- --------- ------- Total transactions with owners - - - - (6,143) (6,143) Profit for the period - - - - 8,023 8,023 Other comprehensive income Cashflow hedge - - - 232 - 232 Tax on cashflow hedge - - - (44) - (44) Exchange differences on translation of foreign operations - - (46) - - (46) ------------------------------------ -------- -------- ------------ -------- --------- ------- Total other comprehensive income - - (46) 188 - 142 ------------------------------------ -------- -------- ------------ -------- --------- ------- As at 31 March 2019 1,304 9,291 968 144 42,934 54,641 ------------------------------------ -------- -------- ------------ -------- --------- -------
* See consolidated statement of comprehensive income for details of the restatement
Condensed Consolidated Statement of Cash Flows
For the six months ended 31 March 2019
Six months
Six months ended
ended 31 March Year ended
31 March 2018 30 September
2019 GBP000 2018
Note GBP000 Restated* GBP000
Operating activities
Cash generated from operations 17 825 3,634 23,436
Corporation tax (paid)/refunded (306) (209) 1,583
--------------------------------------------- ---- ---------- ---------- -------------
Net cash generated from operating activities 519 3,425* 25,019
--------------------------------------------- ---- ---------- ---------- -------------
Investing activities:
Acquisition of new subsidiary, net
of cash acquired 15 - (24,459) (23,893)
Deconsolidation of investment fund (67) (255) (255)
Net acquisition of property plant and
equipment and intangible assets (128) (1,480) (1,690)
Net (investments into)/redemptions
made by Impax in unconsolidated investment
funds (1,041) 67 3,938
Net investments disposals from consolidated
Impax funds - - 932
Settlement of investment related hedges 74 140 (987)
Decrease/(increase) in cash held by
money market funds
and long-term deposit accounts 1,045 3,576 (3,431)
Investment income received 151 154 279
--------------------------------------------- ---- ---------- ---------- -------------
Net cash generated from/(used by) investment
activities 34 (22,257) (25,107)
--------------------------------------------- ---- ---------- ---------- -------------
Financing activities:
Proceeds from bank borrowings 13 - 17,616 17,616
Repayment of bank borrowings 13 (3,337) (6,183) (8,779)
Interest paid on bank borrowings (310) (71) (464)
Dividends paid 9 (3,864) (2,752) (7,386)
Acquisition of own shares (2,502) - (2,534)
Cash received on exercise of Impax
share options 100 2,383 4,477
Redemptions/(Investments) by third
party investors into consolidated funds (39) 20 17
--------------------------------------------- ---- ---------- ---------- -------------
Net cash (used by)/generated from financing
activities (9,952) 11,013 2,947
--------------------------------------------- ---- ---------- ---------- -------------
Net (decrease)/increase in cash and
cash equivalents (9,399) (7,819)* 2,859
--------------------------------------------- ---- ---------- ---------- -------------
Cash and cash equivalents at the beginning
of the period 15,529 12,932 12,932
Effect of foreign exchange rate changes 1 321 (262)
--------------------------------------------- ---- ---------- ---------- -------------
Cash and cash equivalents at the end
of the period 12 6,131 5,434 15,529
--------------------------------------------- ---- ---------- ---------- -------------
* GBP946,000 of cash received into RPA accounts (see note 12) previously shown as an increase in cash and cash equivalents at the foot of the cash flow statement has now been reclassified to an increase in cash generated from operations. There is no effect on the opening or closing cash for the period.
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended 31 March 2019
1 Basis of preparation
This interim report is unaudited and does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU and the AIM rules. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 September 2018.
The comparative figures for the financial year ended 30 September 2018 are not the Company's statutory accounts for that financial year. Those accounts, prepared in accordance with IFRSs as adopted by the EU, have been reported on by the Company's auditors and delivered to Companies House. The report of the auditors was (i) unqualified, (ii) did not include a reference to matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. Copies of these accounts are available upon request from the Company's registered office at 30 Panton St, London, SW1Y 4AJ or at the Company's website: www.impaxam.com.
The Group has considerable financial resources and a broad range of products. As a consequence, the Directors believe the Group is well placed to manage its business risks in the context of the current economic outlook. The Directors therefore have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing these interim financial statements.
Accounting policies
The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 30 September 2018. The Group has applied the following accounting standards for the first time for the reporting period beginning on 1 October 2018.
- IFRS 9 Financial instruments; and
- IFRS 15 Revenue from Contracts with Customers.
Neither of these standards has had a significant impact on the Group's financial statements.
New and forthcoming accounting standards applicable to the Group
IFRS 16 Leases will become applicable from 1 October 2019 and the first annual report published in accordance with IFRS 16 will be the 30 September 2020 report. We are currently assessing the impact of adopting this standard.
No other new standards or interpretations issued or not yet effective are expected to have an impact on the Group's condensed consolidated financial statements.
2 Estimates
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were: i) judgements and estimates made in the valuation of acquired management contracts (see Note 15) and in the determining of their useful economic lives; ii) estimating the amount of contingent consideration that will be paid for the acquisition of Pax World Management LLC (see Note 15); iii) judgements and estimates made in determining the valuation of unlisted current asset investments (see Note 11) and iv) estimating the size of share based payments.
3 ADJUSTED EARNINGS AND PROFIT
The reported operating profit, profit before tax and earnings per share in the current and prior periods presented are substantially affected by non-recurring acquisition costs, business combination effects and other items. The Directors have therefore decided to report an adjusted operating profit, adjusted profit before tax and adjusted earnings per share which exclude these items in order to enable comparison with peers and provide consistent measures of performance over time. A reconciliation of the adjusted amounts to the IFRS reported amounts is shown below.
Six months ended 31 March 2019
------------------------------------- --------------------------------------------------------
Adjustments
-------- ------------------------------------ --------
Non-recurring Business
Reported acquisition combination
IFRS costs effects Other Adjusted
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------------- -------- ------------- ------------ ------- --------
Revenue 33,794 33,794
Operating costs (23,871) (26,081)
Amortisation of intangibles
arising on acquisition 1,247
Credit from contingent consideration
adjustment (3,543)
Acquisition equity incentive
scheme charges 44
Mark to market charge on equity
awards 42
------------------------------------- -------- ------------- ------------ ------- --------
Operating Profit 9,923 (2,252) 42 7,713
Fair value (losses)/gains on
investments and other financial
(expense)/income (301) 208 (110) (203)
Interest expense (399) (399)
Non controlling interest 91 91
Change in third-party consolidated
funds 2 2
------------------------------------- -------- ------------- ------------ ------- --------
Profit before taxation 9,316 (2,044) (68) 7,204
Taxation (1,293) (1,280)
Tax credit on adjustments 13
------------------------------------- -------- ------------- ------------ ------- --------
Profit after taxation 8,023 (421) (55) 5,924
------------------------------------- -------- ------------- ------------ ------- --------
Diluted earnings per share 6.13p (1.65)p (0.04)p 4.43p
------------------------------------- -------- ------------- ------------ ------- --------
Six months ended 31 March 2018
----------------------------------- --------------------------------------------------------
Adjustments
-------- ------------------------------------ --------
Non-recurring Business
Reported acquisition combination
IFRS costs effects Other Adjusted
GBP000 GBP000 GBP000 GBP000 GBP000
----------------------------------- -------- ------------- ------------ ------- --------
Revenue 25,680 25,680
Operating costs (19,932) (17,952)
Acquisition costs 847
Amortisation of intangibles
arising on acquisition 484
Acquisition equity incentive
scheme charges 97
Mark to market charge on equity
awards 552
----------------------------------- -------- ------------- ------------ ------- --------
Operating profit 5,748 847 581 552 7,728
Fair value (losses)/gains on
investments and other financial
(expense)/income 28 (105) (77)
Interest expense (251) (251)
Non-controlling interest 21 21
Change in third-party consolidated
funds (30) (30)
----------------------------------- -------- ------------- ------------ ------- --------
Profit before taxation 5,516 847 581 447 7,391
Taxation (1,081) (1,286)
Tax credit on adjustments (120) (85)
----------------------------------- -------- ------------- ------------ ------- --------
Profit after taxation 4,435 727 581 362 6,105
----------------------------------- -------- ------------- ------------ ------- --------
Diluted earnings per share 3.45p 0.60p 0.48p 0.30p 4.83p
----------------------------------- -------- ------------- ------------ ------- --------
The adjusted diluted earnings per share is calculated using the adjusted profit after taxation shown above with a further adjustment for profit attributable to owners of restricted shares of GBP439,000 (see Note 8). The diluted number of shares is the same as used for the IFRS calculation of earnings per share (see Note 8).
The same adjustments have been made, where relevant, for the year ended 30 September 2018 to give adjusted operating profit of GBP19,987,000, adjusted profit before tax of GBP19,208,000 and adjusted diluted earnings per share of 12.4 pence.
Contingent consideration adjustment
We are required to review and adjust our estimate of the contingent consideration payable in respect of the Impax NH acquisition (see Note 15). Any adjustment is recorded through income but is excluded from adjusted profit.
Mark to market charge on equity incentive awards
The group has awarded employees in prior years and the current period options over the Group's shares, some of which are either unvested or unexercised at the balance sheet date. The Group has also made awards of restricted shares ('RSS awards') the majority of which have not vested at the balance sheet date. Employer's National Insurance Contributions ('NIC') are payable on the option awards when they are exercised and on the RSS awards when they vest, based on the valuation of the underlying shares at that point. The Group does however receive a corporation tax credit equal to the value of the awards at the date they are exercised (options) or vest (RSS awards). A charge is accrued for the NIC within IFRS operating profit based on the share price at the balance sheet date. Similarly a credit for the corporation tax is accrued within the IFRS tax charge and where the corporation tax credit is larger than the share based payments within equity. Additional retention payments are made to holders of vested legacy LTIP awards ('LTIP') when they are exercised. The payment will be equal to the corporation tax benefit the Group receives on the exercise of the options minus the amount of NIC payable on exercise. The charge is accrued based on the share price at the balance sheet date.
These two charges vary based on the Group's share price (together referred to as mark to market charge on equity schemes) and are not linked to the operating performance of the Group. They are therefore eliminated when reporting adjusted profit.
4 Segment Information
The Group's reportable segments have been identified in accordance with the way in which the Group is structured and managed. IFRS 8 Operating Segments requires that the information presented in the financial statements is based on information provided to the 'Chief Operating Decision Maker'. The Chief Operating Decision Maker for the Group is the Chief Executive.
The Group's reportable segments are as follows:
Impax LN
Impax LN represent the Group's business prior to the acquisition of Impax Asset Management LLC. It manages and advises listed equity and real asset funds and accounts.
Impax NH
Following acquisition Impax Asset Management LLC has operated as a separate segment managing the Pax World Funds and is now referred to as Impax NH.
The following tables present revenue and profit information for the Group's operating segments.
Six months ended 31 March 2019
Impax LN Impax NH Adjustments Consolidated
GBP000 GBP000 GBP000 GBP000
------------------------------------ -------- -------- ----------- ------------
Revenue
External customers 22,282 11,512 - 33,794
Inter-segment 1,042 - (1,042) -
------------------------------------ -------- -------- ----------- ------------
Total revenue 23,324 11,512 (1,042) 33,794
------------------------------------ -------- -------- ----------- ------------
Segment profit - adjusted operating
profit 6,929 784 - 7,713
------------------------------------ -------- -------- ----------- ------------
Six months ended 31 March 2018
Impax LN Impax NH Adjustments Consolidated
GBP000 GBP000 GBP000 GBP000
------------------------------------ -------- -------- ----------- ------------
Revenue
External customers 20,840 4,840 - 25,680
Inter-segment 376 - (376) -
------------------------------------ -------- -------- ----------- ------------
Total revenue 21,216 4,840 (376) 25,680
------------------------------------ -------- -------- ----------- ------------
Segment profit - adjusted operating
profit 6,764 964 - 7,728
------------------------------------ -------- -------- ----------- ------------
Twelve months ended 30 September 2018
Impax LN Impax NH Adjustments Consolidated
GBP000 GBP000 GBP000 GBP000
------------------------------------ -------- -------- ----------- ------------
Revenue
External customers 48,262 17,421 - 65,683
Inter-segment 1459 - (1,459) -
------------------------------------ -------- -------- ----------- ------------
Total revenue 49,721 17,421 (1,459) 65,683
------------------------------------ -------- -------- ----------- ------------
Segment profit - adjusted operating
profit 17,716 2,271 - 19,987
------------------------------------ -------- -------- ----------- ------------
Segment profit is stated at the adjusted operating profit level as shown in Note 3.
5 Fair value gains/(losses) and other financial income/expense
Fair value gains/(losses) include those arising on revaluation of listed and unlisted investments held by the Group including those held by the Group's consolidated funds (see Note 11) and any gains or losses arising on related hedge instruments held by the Group. Other financial income includes foreign exchange gains or losses.
6 Change in third party interest in consolidated funds
This charge removes the fair value gains or losses, other operating costs and investment income recorded in the Group's consolidated funds (see Note 11) which are attributable to third party investors in the funds.
7 Taxation
The tax rate for the period is higher than the standard rate of corporation tax in the UK for the period (19 per cent). The differences are explained below:
Six months Six months
ended ended Year ended
31 March 31 March 30 September
2019 2018 2018
GBP000 GBP000 GBP000
-------------------------------------- ---------- ---------- -------------
Profit before tax 9,316 5,516 14,620
Tax charge at 19 per cent 1,770 1,048 2,778
Effects of:
Non-deductible expenses and charges 54 6 248
Non-taxable income (673) - (24)
Adjustment in respect of historical
tax charges - (99) 98
Change in tax rates - 60 -
Effect of higher tax rates in foreign
jurisdictions 142 66 240
Tax deductibility of goodwill - - (66)
Utilisation of tax losses brought
forward and not recognised - - (55)
-------------------------------------- ---------- ---------- -------------
Total income tax expense 1,293 1,081 3,219
-------------------------------------- ---------- ---------- -------------
8 Earnings per share
Earnings
for the period Shares Earnings
GBP'000 '000 per share
------------------------------- --------------- ------- ----------
Six months ended 31 March 2019
------------------------------- --------------- ------- ----------
Basic 7,584 122,680 6.2p
------------------------------- --------------- ------- ----------
Diluted 7,584 123,745 6.1p
------------------------------- --------------- ------- ----------
Six months ended 31 March 2018
------------------------------- --------------- ------- ----------
Basic 4,148 116,612 3.6p
------------------------------- --------------- ------- ----------
Diluted 4,148 120,374 3.4p
------------------------------- --------------- ------- ----------
Year ended 30 September 2018
------------------------------- --------------- ------- ----------
Basic 10,663 118,758 9.0p
------------------------------- --------------- ------- ----------
Diluted 10,663 119,581 8.9p
------------------------------- --------------- ------- ----------
Earnings are reduced by GBP439,000 for the six months ending 31 March 2019 (31 March 2018: GBP287,000, 30 September 2018: GBP738,000) for basic and diluted earnings per shares to reflect the profit attributable to holders of restricted shares, which are treated as contingently returnable shares.
The weighted average number of shares is calculated as shown in the table below.
Six months Six months
ended ended Year ended
31 March 31 March 30 September
2019 2018 2018
'000 '000 '000
-------------------------------------------- ---------- ---------- -------------
Weighted average issued share capital 130,415 128,860 129,612
Less own shares held not allocated
to vested LTIP options (7,735) (12,248) (10,854)
-------------------------------------------- ---------- ---------- -------------
Weighted average number of ordinary
shares used in the calculation of
basic EPS 122,680 116,612 118,758
Additional dilutive shares re share
options 2,850 5,941 2,550
Adjustment to reflect option exercise
proceeds and future service from employees
receiving awards/shares (1,785) (2,179) (1,727)
-------------------------------------------- ---------- ---------- -------------
Weighted average number of ordinary
shares used in the calculation of
diluted earnings per share 123,745 120,374 119,581
-------------------------------------------- ---------- ---------- -------------
The basic earnings per share for all periods shown includes vested LTIP options on the basis that these have an inconsequential exercise price (1 pence or 0 pence). As described in Note 15 the Group has an agreement with Management Shareholders of Impax LLC under which it can acquire their shares in Impax NH in exchange for Group shares. This arrangement is not dilutive.
Restricted stock units were also issued to Impax NH staff and management which have a three year vesting period from the date of acquisition and a further two year restriction on the holders ability to sell the vested awards. The value of the Impax shares received is determined by reference to the Impax NH assets under management at the vesting date. These awards are currently out of the money and accordingly the scheme is not dilutive.
9 Dividends
On 2 March 2019, at the Company's Annual General Meeting, payment of a 3.0 pence per share final dividend for the year ended 30 September 2018 (2017: 2.2 pence per share) was approved. Combined with an interim payment of 1.1 pence and the special dividend paid alongside the interim dividend of 2.6 pence this gave total dividends for the year ended 30 September 2018 of 6.7 pence. The Trustee of the Impax Employee Benefit Trusts waived the Trusts' rights to part of the final dividend, leading to a total final dividend payment of GBP3,863,544. This was paid on 15 March 2019.
The Board has declared an interim dividend for the period of 1.5 pence per ordinary share (2018: 1.1 pence). This dividend will be paid on 19 July 2019 to ordinary shareholders on the register at close of business on 14 June 2019.
The Board has not declared a special dividend for the period (2018: 2.6 pence for the year).
10 Goodwill and Intangible assets
The goodwill and intangible assets held by the Group primarily relate to the acquisition of Impax NH, see Note 15 for further information.
Goodwill
GBP000
-------------------------- -------
Cost
At 30 September 2017 1,681
Additions 11,876
Foreign exchange movement (210)
-------------------------- -------
At 31 March 2018 13,347
-------------------------- -------
Adjustments (1,945)
Impairment (52)
Foreign exchange movement 821
-------------------------- -------
At 30 September 2018 12,171
-------------------------- -------
Foreign exchange movement 14
-------------------------- -------
At 31 March 2019 12,185
-------------------------- -------
There were no brought forward impairment losses at 30 September 2017 or impairment charges during the period.
Intangible assets
Intangible Intangible
assets - management assets -
contracts software Total
GBP000 GBP000 GBP000
---------------------------------------- -------------------- ---------- -------
Cost
At 30 September 2017 112 342 454
Additions 25,669 35 25,704
Foreign exchange movement (449) - (449)
---------------------------------------- -------------------- ---------- -------
At 31 March 2018 25,332 377 25,709
---------------------------------------- -------------------- ---------- -------
Additions - 41 41
Foreign exchange movement 2,049 - 2,049
---------------------------------------- -------------------- ---------- -------
At 30 September 2018 27,381 418 27,799
---------------------------------------- -------------------- ---------- -------
Additions - 36 36
Foreign exchange movement (138) - (138)
---------------------------------------- -------------------- ---------- -------
At 31 March 2019 27,243 454 27,697
---------------------------------------- -------------------- ---------- -------
Accumulated amortisation and impairment
At 30 September 2017 112 325 437
Amortisation 491 6 497
Foreign exchange movement - - -
---------------------------------------- -------------------- ---------- -------
At 31 March 2018 603 331 934
---------------------------------------- -------------------- ---------- -------
Amortisation 1,231 13 1,244
Foreign exchange movement 56 - 56
---------------------------------------- -------------------- ---------- -------
At 30 September 2018 1,890 344 2,234
---------------------------------------- -------------------- ---------- -------
Amortisation 1,247 20 1,267
Foreign exchange movement (147) - (147)
---------------------------------------- -------------------- ---------- -------
At 31 March 2019 2,990 364 3,354
---------------------------------------- -------------------- ---------- -------
Net book value
---------------------------------------- -------------------- ---------- -------
At 31 March 2019 24,253 90 24,343
---------------------------------------- -------------------- ---------- -------
At 30 September 2018 25,491 74 25,565
---------------------------------------- -------------------- ---------- -------
At 31 March 2018 24,729 46 24,775
---------------------------------------- -------------------- ---------- -------
11 Current asset investments
The Group will from time to time facilitate the establishment of funds for which it is the investment manager. The Group may invest seed capital in these funds in order to provide initial scale and to facilitate the marketing of the fund to third party investors. Where the Group has control of the fund it is consolidated and its underlying investments are shown in listed investments in the table below. Where the investments are not consolidated they are shown in unlisted investments in the table below. The Group also invests in private equity funds it manages, these investments are shown in unlisted investments in the table below.
Unlisted
investments Listed investments Total
GBP000 GBP000 GBP000
----------------------------- ------------ ------------------ -------
At 30 September 2017 1,067 11,946 13,013
Additions 16 - 16
Fair value movements (135) 119 (16)
Deconsolidation of IEL fund 4,670 (9,271) (4,601)
Repayments/disposals (83) - (83)
----------------------------- ------------ ------------------ -------
At 31 March 2018 5,535 2,794 8,329
----------------------------- ------------ ------------------ -------
Additions 1,509 811 2,320
Fair value movements 502 321 823
Repayments/disposals (5,380) (1,743) (7,123)
----------------------------- ------------ ------------------ -------
At 30 September 2018 2,166 2,183 4,349
----------------------------- ------------ ------------------ -------
Additions 1,041 - 1,041
Fair value movements (187) (60) (247)
Deconsolidation of IGEO fund 2,073 (2,123) (50)
Repayments/disposals (2,073) - (2,073)
----------------------------- ------------ ------------------ -------
At 31 March 2019 3,020 - 3,020
----------------------------- ------------ ------------------ -------
Listed investments
Impax Global Equity Opportunities fund ('IGEO') (consolidated)
On 23 January 2015 the Group launched the IGEO Fund and invested from its own resources GBP2 million into the fund. IGEO invests in listed equities using the Group's Global Opportunities strategy. The Group redeemed GBP0.93 million of its investment in the year ended 30 September 2018 and the balance of the investment being GBP2.07 million in March 2019. The Group's investment represented more than 50 per cent of IGEO's NAV up to the redemption date and has been consolidated throughout this period with its underlying investments included in listed investments in the table above.
The investments held by IGEO were revalued to market value using quoted market prices.
Unlisted investments
Pax Global Opportunities Fund (not consolidated)
On 27 June 2018 the Group launched the Pax Global Opportunities Fund ('Pax GO') and invested US$2 million from its own resources into the fund. Pax GO invests in listed equities using the Group's Global Opportunities Strategy. The level of the Group's investment has meant that consolidation is not required and accordingly the investment is recorded as an unlisted investment.
Impax Environmental Leaders fund ('IEL') (not consolidated)
On 11 January 2016 the Group launched the Impax Environmental Leaders (Ireland) Fund ('IEL') and invested from its own resources GBP3 million in the fund. IEL invests in listed equities using the Group's Leaders Strategy. The Group consolidated this fund for the period from the date of its initial investment to 30 September 2017 with its underlying investments included in listed investment in the table above. During the prior period investments made by third parties meant that consolidation was no longer required and the fund was deconsolidated with the investment shown in Unlisted investments. The Group fully redeemed its investment in the Fund on 28 September 2018 for GBP4.87 million.
Private equity funds (not consolidated)
The Group has a 1.12 per cent partnership share in Impax New Energy Investors III LP, a private equity partnership managed by the Group. To date the Group has invested a total of EUR0.99 million into the partnership. The Group has a commitment to invest up to a further EUR3.01 million into this partnership.
The Group has a 1.14 per cent partnership share in Impax New Energy Investors II LP, a private equity partnership managed by the Group. To date the Group has invested a total of EUR2.20 million into the partnership and received distributions of EUR2.96 million following sales of investments by the partnership. The remaining investment is included at the Board's assessment of its fair value, being GBP0.11 million at 31 March 2019, which is determined by valuing the underlying investments. The principal valuation techniques used are price of recent investment and market bids. The Group has a commitment to invest up to a further EUR0.55 million into this partnership.
The Group has a 3.76 per cent partnership share of Impax New Energy Investors LP, a private equity partnership managed by the Group. At the balance sheet date the partnership had fully divested of its investments and the carrying value of the Group's investment in the partnership was nil. The partnership is however part of a group of investors who have claimed compensation from the Spanish government for losses on investments it previously owned, incurred following significant retroactive reforms to the Spanish energy markets. The claim is currently being heard by the European Court of Arbitration. In the event that the claim is successful the Group will receive its share of the compensation.
12 Cash reserves
Cash and cash equivalents under IFRS does not include deposits in money market funds or cash held in deposits with an original maturity of more than three months. However the Group considers its total cash reserves to include these amounts. Cash held by consolidated funds is not considered to be available to the Group so is not included in cash reserves. Cash held in Research Payment Accounts ('RPAs') is collected from funds managed by the Group and can only be used towards the cost of researching stocks. A liability of an equal amount is included in trade and other payables. This cash is also excluded from cash reserves. A reconciliation is shown overleaf:
31 March 31 March 30 September
2019 2018 2018
GBP000 GBP000 GBP000
---------------------------------------------- -------- -------- ------------
Cash and cash equivalents 6,131 5,434 15,529
Cash held in money market funds and long-term
deposit accounts 10,233 4,204 11,211
Less: cash held in RPAs (1,426) (946) (2,074)
: cash and cash equivalents held by
consolidated funds - (101) (67)
---------------------------------------------- -------- -------- ------------
Total cash reserves 14,938 8,591 24,599
---------------------------------------------- -------- -------- ------------
13 Loans
To part fund the acquisition of Impax NH the Group signed a debt facility with RBS. The facility consists of a US$13 million term loan repayable annually over a 3 year term and a US$13 million revolving credit facility ('RCF') with a 5 year tenor. The term loan incurs interest at US LIBOR plus 2.9 per cent and the revolving credit facility at US LIBOR plus 3.3%. On completion of the acquisition the Group drew down the term loan in full and US$12 million of the revolving credit facility. At 31 March 2019 the revolving credit facility was repaid in full and $4.33m of the term loan leaving US$8.66 million of debt outstanding.
14 Share capital and own shares
31 March 31 March 30 September
2019 2018 2018
-------------------------------------- ----------- ----------- ------------
Issued and fully paid ordinary shares
of 1 pence each
Number 130,415,087 130,415,087 130,415,087
GBP000s 1,304 1,304 1,304
-------------------------------------- ----------- ----------- ------------
31 March 31 March 30 September
2019 2018 2018
----------- --------- ---------- ------------
Own shares
Number 9,075,766 13,672,081 9,742,146
GBP000s 6,793 4,339 5,420
----------- --------- ---------- ------------
Own shares represents a portion of those held in Impax's Employee Benefit Trusts. 1.2 million shares were acquired in the six months ended 31 March 2019, (period ended 31 March 2018: nil). 1.8 million shares were awarded to option holders on exercise of options or on lapse of restrictions on shares (period ended 31 March 2018: 5.3 million). As at 31 March 2019 there were a total of 4.6 million options outstanding of the Group's shares of which 2.8 million were exercisable. As at 31 March 2019 employees also held 7.2 million Restricted Shares over which the restrictions lapse from January 2020 through to December 2023. These shares are held in trust and are included in own shares above.
15 Acquisition of Pax World Management LLC
On 18 January 2018, the Group completed the acquisition of Pax World Management LLC ('Pax'). Pax is a recognised leader in the field of sustainable investing in the United States. Based in Portsmouth, New Hampshire, Pax manages eleven mutual funds and at the date of acquisition had assets under management of GBP3.5 billion. This business combination creates scale for the Group's operations in North America and broadens the range of investment strategies the Group offers clients, including fixed income and passive equity.
Following completion of the acquisition Pax was renamed Impax Asset Management LLC ('Impax NH').
The Group has initially acquired an ca. 83.3 per cent interest of Pax's share capital from the selling shareholders (the 'Selling Shareholders') in exchange for cash payable on the acquisition date of $36.2 million, 2,665,989 Impax shares and up to $31.3m of contingent payments ('Contingent Consideration'). Impax NH's management and staff shareholders (the 'Management Shareholders'), representing the remaining ca.16.7 per cent of Pax's issued share capital will retain their shareholding until 2021 when if either Impax or the Management Shareholders exercise a put and call option arrangement, the Group would acquire their entire holding for US$8.3 million and up to $6.3 million of Contingent Consideration. This would be paid in 2021 in Impax equity and/or cash, as the Group elects.
The cash payable on acquisition was determined as US$38.1 million less US$1.9 million of balance sheet adjustments for working capital and transaction costs.
The number of Group shares issued to the Selling Shareholders was determined using an agreed value of US$6.1 million, the 20 day average of the Group's share price to 12 January 2018 being 170.19 pence and a US$/GBP exchange rate of 0.7403. The fair value of these shares used to determine the total consideration in the table below was determined to be 196 pence, using the Group's mid-market closing share price on 17 January 2018.
The Contingent Consideration will be determined based on Impax NH's average AUM as at 30 June 2020, 30 September 2020 and 31 December 2020 and will rise linearly from zero, if Impax NH's average AUM is not more than US$5.5 billion, to US$37.5 million for the entire share capital of Impax NH, if Impax NH's average AUM is $8 billion or above. To the extent that Impax NH has achieved these performance targets, based on Impax NH's average AUM as at 31 December 2018, 31 March 2019 and 30 June 2019, up to $8.3 million of Contingent Consideration will become payable to the Selling Shareholders within 45 days of 30 June 2019. The fair value of the Contingent Consideration payable to the Selling Shareholders was estimated as $4.2 million at the acquisition date (subsequently reduced - see below). As with the initial consideration, settlement of any Contingent Consideration payable to Impax NH's Management Shareholders is expected to be made in 2021 in the Group's ordinary shares at the share price prevailing at the time and or in cash if Impax so elects.
Prior to the acquisition, Management Shareholders acquired their stake in Impax NH using loans provided by Impax NH with part of the distributions made by Impax NH being used to repay the loan and interest. The shares were subject to certain restrictions linked to the employment of the individual. On acquisition the Group agreed to extend the period of these loans until 2021 in line with the put and call arrangements over the shares and have retained certain of the employment restrictions on the shares. The original arrangement is considered to be a share based payment for the individuals which has been replaced by a new share based payment in the Group's shares. The fair value of this equity scheme assigned to pre-acquisition service is included as part of the consideration on acquisition and a charge for the new share based payment award is included in the income statement over the period from acquisition to 31 December 2020, when the employment restriction over the shares ends.
The acquisition has been accounted for using the acquisition method.
An analysis of the consideration paid, the recognised amounts of assets acquired and liabilities assumed and the resulting goodwill is provided below.
Consideration GBP000
------------------------------------------------------------------ ------
Cash and cash equivalents 26,209
Group shares - 2,665,989 shares 5,225
Contingent Consideration 3,039
Valuation of management equity scheme assigned to pre-acquisition
service 1,806
------------------------------------------------------------------ ------
36,279
------------------------------------------------------------------ ------
Recognised amounts of identifiable assets acquired and
liabilities assumed GBP000
------------------------------------------------------- -------
Assets
Property, plant and equipment 67
Intangible assets - management contracts 25,669
Cash 2,316
Trade receivables 3,041
------------------------------------------------------- -------
Total assets 31,093
Liabilities
Trade and other payables (3,763)
------------------------------------------------------- -------
Total liabilities (3,763)
------------------------------------------------------- -------
Total identifiable net assets at fair value 27,330
------------------------------------------------------- -------
Non-controlling interest (982)
Goodwill arising on acquisition 9,931
------------------------------------------------------- -------
Total 36,279
------------------------------------------------------- -------
We have reviewed the estimate of the contingent consideration payable at 31 March 2019 and concluded that it should be reduced to GBPnil. This adjustment is recorded through the income statement.
16 Related party transactions
Private Equity Funds managed by the Group, entities controlled by these funds and the Impax Global Resource Optimization Fund LP are related parties of the Group by virtue of subsidiaries being the General Partners to these funds. The Group earns management fees from these entities.
BNP Paribas Asset Management Holdings is a related party of the Group by virtue of owning a 24.5 per cent equity holding. The Group sub-manages certain funds for BNP for which it earns fees. Other funds managed by subsidiaries of the Group are also related parties by virtue of its management contracts.
Revenue earned from related parties of the Group is as shown in the table below.
Six months Six months
ended ended Year ended
31 March 31 March 30 September
2019 2018 2018
GBP000 GBP000 GBP000
-------- ---------- ---------- -------------
Revenue 33,624 25,610 65,513
-------- ---------- ---------- -------------
Investments in related parties of the Group and trade and other receivables due from related parties are as shown in the table below
31 March 31 March 30 September
2019 2018 2018
GBP000 GBP000 GBP000
---------------------------- -------- -------- ------------
Current asset investments 1,139 5,535 97
Trade and other receivables 16,477 13,825 12,200
---------------------------- -------- -------- ------------
17 Reconciliation of CASH GENERATED FROM OPERATIONS
This note should be read in conjunction with the cashflow statement. It provides a reconciliation of how profit before tax, which is based on IFRS accounting rules, translates to cashflows.
Six months Six months
ended ended Year ended
31 March 31 March 30 September
2019 2018 2018
GBP000 GBP000 GBP000
------------------------------------------------ ---------- ---------- -------------
Profit before taxation 9,316 5,516 14,620
Adjustments for:
Depreciation and amortisation 1,411 614 2,051
Fair value (losses)/gains and other
financial income/expense 301 (28) 337
Contingent consideration adjustment (3,543) - -
Share-based payment charges 666 716 1,822
Non controlling interest (91) (21) (184)
Interest expense 399 251 670
Change in third party interests in consolidated
funds (2) 30 40
------------------------------------------------ ---------- ---------- -------------
Operating cash flows before movement
in working capital 8,457 7,078 19,356
(Increase) in receivables (1,784) (162) (2,011)
(Decrease)/Increase in payables (5,848) (3,282) 6,091
------------------------------------------------ ---------- ---------- -------------
Cash generated from operations 825 3,634 23,436
------------------------------------------------ ---------- ---------- -------------
Certain adjustments and reclassifications have been made to the reconciliation shown for the period to 31 March 2018 to conform with the presentation for the current period.
18 Group risks
The Group's principal risks remain as detailed within the Directors' report of the Group's 2018 Strategic Report.
19 ACQUISITION OF MINORITY INTEREST IN PAX ELlEVATE MANAGEMENT LLC
Impax Asset Management LLC, the majority owner (51%) of Pax Ellevate Management LLC ('Pax Ellevate'), has agreed to purchase the minority (49%) currently held by Ellevate Management LLC ('Ellevate') for consideration of GBP1.81 million (GBP0.75 million after settlement of amounts due to Impax by Ellevate). The acquisition subject to approval by the shareholders of the fund managed by Pax Ellevate is expected to close in August 2019.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR FIMRTMBIMBPL
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