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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Octagonal Plc | LSE:OCT | London | Ordinary Share | GB00BWWCHQ23 | ORD 0.05P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMOCT
RNS Number : 4201C
Octagonal PLC
28 September 2018
For immediate release
28 September 2018
Octagonal plc
("Octagonal", the "Group" or the "Company")
ANNUAL REPORT AND ACCOUNTS FOR THE YEARED 31 MARCH 2018
DECLARATION OF DIVID
NOTICE OF ANNNUAL GENERAL MEETING
The Company has today published its report and Accounts for the year ended 31 March 2018 (the "Accounts"), a copy of which is being posted to Shareholders along with a Notice of AGM and is also available on the Company's website, www.octagonalplc.com. The AGM will be held at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street London EC2A 2EW at 10.00 a.m. on 25 October 2018
The Company has also declared and will pay a dividend of 0.1 pence per ordinary share as per the timetable below:
-- Ex-Dividend Date: 11 October 2018
-- Record Date: 12 October 2018
-- Payment Date: 26 October 2018
Extracts of the Accounts are set out below.
For further information please visit www.octagonalplc.com or contact:
Hot Features
Premium
+44 (0) 20 7048
Octagonal Plc 9400
John Gunn, Chairman
Samantha Esqulant, CEO
Beaumont Cornish Limited (Nominated Adviser
and Broker) +44 (0) 20 7628
James Biddle / Roland Cornish 3396
www.beaumontcornish.com
CHAIRMAN'S STATEMENT
YEAR TO 31 March 2018
I am pleased to present the annual report and accounts for the year ended 31 March 2018.
It has been another progressive year for Octagonal Plc ("Octagonal" or the "Company "or ("OCT")) incorporating its wholly owned subsidiary Global Investment Strategy UK Ltd ("GIS") and majority owned subsidiary Synergis Capital Plc ("Synergis" or "SYN"). GIS has again exceeded both prior year revenues and profits. This performance is a testament to the quality of the business, the focus and dedication of management and the wider team.
Some of the key highlights for the Group during the year:
-- Declared and paid a dividend of 0.1pence per share, totalling GBP567,225 -- The Group traded significantly above 2017 - Revenue up 16.1% to GBP6.5m (2017: GBP5.6m)
-- Operating margin decreased to 24.4% (2017: 34.4%) due to GBP872,000 consolidated Synergis administration costs which do not impact retained cash to the same extent as Synergis, as it was majority funded by third party sharholders during the year and further GBP228,000 share based payment costs in relation to shares and options issued during the period. .
-- Increased pre-tax profits by 15.5% to GBP1.5m (2017: GBP1.3m) -- Cash balance GBP5.3m ( 2017: GBP3.8m)
Business overview
Our business's core focus is on providing global settlement and safe custody services to investors worldwide, priding ourselves on customer satisfaction through personalised service delivered by experienced industry individuals. Additionally the business looks to leverage off its operational capabilities to increase its product offerings and services to new and existing clients.
Our business model has maintained its focus on driving profitability and longer-term shareholder value through several key areas:
(i) growing revenues organically through seeking new clients and identifying and implementing new services to existing and new clients,
(ii) improving margins through investing in technology, creating efficiencies and a drive to reduce frictional costs etc. This focus is continuing to bear fruit with revenue improvements and margin gains, and expanding GIS's FCA regulatory permissions to enhance group revenues and profitability through developing new business lines.
Financial review
For the year ending 31 March 2018 the Group has delivered improved results from 2017 and overall the Group has achieved an increase of 16.1% in revenue to GBP6.5 million (2017: GBP5.6 million). There was a17.5% decrease in operating profit to GBP1.6m (2017: GBP1.9m), due to consolidating Synergis administration costs totalling GBP872,000 for the period and an additional GBP228,000 charge in relation to share based payments for a share bonus and options issued during the year.
Profit before taxation was GBP1.5m (2017: GBP1.3m) and included an exceptional impairment charge of GBP75,000 (2017: GBP613,000) against two of GIS's pre-RTO non-core legacy investments.
Gross margins showed an increase to 75% (2017: 72%) with operating margin decreasing to 24.4% (2017: 34.4%) due to the additional Synergis and share based charges mentioned above . Operating costs attributable to just Octagonal PLC amounted to GBP437,000( GBP209,000 administration costs and GBP228,000 share based payments) (2017: 173,000).
Synergis Capital PLC contributed negatively GBP872,000 to group earnings before taxation though this had no impact on cash reserves, as it was more than covered by third party investment in this enterprise.
Despite payment of a dividend to shareholders totalling GBP567,225, cash reserves increased by 39.6% to GBP5.3m (2017: GBP3.8m).
This has clearly demonstrated the Group's ability to be cash generative and profitable in the current challenging environment and positions the Group to grow and improve margins and profitability as markets return, we hope, to traditional patterns post recent global political events.
At the year end the Group had cash balances of GBP5.3m (2017: GBP3.8m), which represent more than adequate cash reserves for our current operations with Net Assets of GBP8.4 million (2017: GBP6.6 million). GIS generates the majority of its income in USD, with costs divided between Euro, principally for banking costs, and GBP for overheads.
As mentioned previously we do not envisage that the long term implications of BREXIT will have a material impact on our business as our strong USD income is mostly derived outside the EU.
We remain very optimistic that the measures we have put in place will see this business grow further this year and increase profitability.
Future Developments
Global Investment Strategy UK (GIS)
The business has continued to see growth in both revenues and new client generation over this period. GIS remains focused on growing the core settlement and safe custody business organically and diversifying into new areas that will improve our customers' experience, but also generate long term value for shareholders, whilst improving efficiencies and driving cost savings through the continued implementation of fintech functionality. We have seen good improvements in headline sales this year from core activities including a significant contribution from corporate finance activities, which the board are aware can be less consistent than other income streams.
The management and team have been working extremely hard on the development of the new enterprises SynerGIS and GIS Hong Kong which we believe will add significant value to the group and we have further commented on them below.
This is a pivotal time in the business and the board remain very optimistic that the work to date will translate into rewarding value for all shareholders.
SynerGIS
The company appears to have now completed all material elements for the preparation of the prospectus (for the base programme for debt securities) with the CBI (the Central Bank of Ireland) and Euronext Dublin (Irish Stock Exchange).
Prior to approval and publication of the prospectus, GIS has been working with the Prudential specialists at the FCA to satisfy that the lending business will maintain enough capital and liquidity to support the lending business. The company is currently working with Jaywing PLC, who specialise in risk and regulation. It is believed together the company and its advisors have developed a robust financial model considering various stress scenarios that have been raised by the FCA during relevant regulatory discussions. Until the discussions with the FCA have been finalised, the prospectus will not be submitted for approval and publication. The board of the company is optimistic that these discussions will be concluded shortly, and we can commence operations.
Regarding operating aspects of the company, GIS has been appointed as marketing agent for the company. GIS has a fully developed website for the proposed sales of the bonds once they are approved by the CBI and Euronext Dublin, with streamlined payment solutions, account reconciliation and CRM. GIS has been undertaking initial "soft" advertising for approximately 6 months with close to 2000 visitors per week. A complete sales and marketing plan has been prepared and is now part of the overall financial model (engine) created with Jaywing PLC. GIS has further developed a lending website and online application for prospective borrowers
The systems developed directly interface into the internal ledger and produce both real time and projected liquidity reporting.
GIS (FS) HK
The Securities and futures Commission (SFC) have advised the company that the application to carry out regulated activities has been accepted as complete. We have experienced further delays resulting from a key employee, licenced person and responsible officer (RO), resigning due to an alternative employment offer. The company has found an excellent replacement with significant industry experience in the region, who is currently being reviewed by the SFC.
GIS (FS) HK have additionally opened corporate bank accounts in the region and have applied for work visas for key personnel.
We remain optimistic we can conclude the regulatory process shortly, thereafter we will initiate a product offering in the region.
The website is currently under construction and a client facing portal is being designed for both English and Chinese speakers.
Finally, I would like to thank the Board and the team who have worked exceptionally well in delivering these results and strengthening the business to deliver greater returns for shareholders in the year ahead.
We will accompany these results with notice of the Annual General Meeting, where the Board will be seeking shareholders' approval to increase the authorised share capital and a waiver of shareholders pre-emption rights. This plan is part of our contingency funding plan, which will provide the business with access to capital should it be required. The board do not anticipate using this facility in the ordinary course of business as it remains focused on growth without the need for further capital injections from shareholders.
The board are also pleased to announce a maintained dividend of 0.1 pence per share and will consider increasing this once the new business initiatives are implemented and core activities continue to grow in line with expectations.
John Gunn
Chairman
28 September 2018
STRATEGIC REPORT
YEAR TO 31 March 2018
The Directors present their strategic report for the Group for the year ended 31 March 2018.
PRINCIPAL ACTIVITIES
The principal activity of Octagonal is as a Financial Services group through its subsidiary Global Investment Strategy UK Ltd ("GIS") which provides global settlement and safe custody services to investors, hedge funds, institutions, family offices and high net worth individuals, along with other ancillary services. GIS is the trading entity of the Group, authorised and regulated by the Financial Conduct Authority, and is a member of The London Stock Exchange.
During the year the Group submitted an application for regulatory approval in Hong Kong and proceeded with the development of its majority owned subsidiary company, Synergis Capital plc, which it is intended will provide commercial asset backed lending, financed by an investment bond which will be issued in tranches and distributed by GIS.
RESULTS AND DIVIDS
Group revenue from continuing operations during the year was GBP6.5 million (2017: GBP5.6 million) resulting in a pre-tax profit of GBP1,517,000 (2017: GBP1,313,000) a 16% increase in revenue and pre-tax profit. Attributable profit for the year after tax was GBP1,025,000 (2017: GBP1,002,000).
The Directors propose a dividend of GBP567,225 (2017: GBP567,225). The dividend will be paid in one amount, representing 0.1 pence per Ordinary Share, to shareholders on the register as at 12 October 2018 and will be paid on 26 October 2018.
KEY PERFORMANCE INDICATORS
The Group seeks to grow both the top and bottom lines through organic growth, the development of new business lines, cost controls and financial conservatism. These factors will enable it to improve margins and seek higher margin revenues, while offering competitive rates to its clients.
The key performance indicators are set out below.
GROUP STATISTICS 2018 2017 Change
%
------------------------ ------------ ------------ ------
Turnover GBP6,502,000 GBP5,596,000 +16.1%
Profit before tax GBP1,517,000 GBP1,313,000 +15.5%
Gross margin 75.0% 72.0% +4.2%
Operating profit margin 24.5% 34.4% -28.8%
------------------------ ------------ ------------ ------
KEY RISKS AND UNCERTAINTIES AND RISK MANAGEMENT
The Group is exposed to a number of business risks. The risk appetite of the Group is determined by the Board.
The Group has identified the following as the key risks and their mitigation:
MARKET RISK
The Group has limited market risk in respect of its trading as agent in equities and debt instruments as its services are principally settlement and custody, which do not have market risk. Our execution services are minimal and are only carried out under strict criteria. The Group does have counterparty risk, but we do not see this as significant given the high level of regulation in our industry. Market exposure arising from unsettled trades is closely monitored and managed during each trading day. Market risk also gives rise to variations in asset values and thus management fees, and variations in the value of investments held by GIS.
STOCK MARKET CONDITIONS
The Group's business is highly dependent on stock market conditions, especially volumes of equities and other financial products traded. Adverse market conditions resulting in reducing volumes of trading may have a significant negative effect on revenues and profitability.
CURRENCY RISK
A large proportion of the Group's income and expenses are incurred in foreign currency, particularly US Dollar. As a result, fluctuations in currency exchange rates could have an adverse effect on the financial condition, results of operation or cash flow of the Group.
OPERATIONAL RISK
There is a range of operational risks to which the Group is exposed, including reputational risks and the Group seeks to mitigate operational risk to acceptable residual levels, in accordance with its risk appetite policy, by maintenance of its control environment, which is managed through the Group's operational risk management framework. The Group's controls include appropriate segregation of duties and supervision of employees; ensuring the suitability and capability of the employees; relevant training programmes that enable employees to attain and maintain competence, and identifying risks that arise from inadequacies or failures in processes and systems.
The Group has a business continuity and disaster recovery plan which provides, inter alia, back-up premises and back-office systems, and which is regularly reviewed.
LOSS OF STAFF
Staff are a key asset in the business and retaining the services of key staff is essential to ongoing revenue generation and development of the business.
CHANGES IN REGULATION OR LEGISLATION
The regulatory regime applicable to companies such as Octagonal, and more specifically its trading subsidiary, GIS, is under regular review and future changes made by a regulatory body could impose a greater burden on the Group with consequential additional costs. As GIS is a regulated business, it relies on continuing to be authorised under the Financial Conduct Authority ("FCA") to be able to undertake certain roles and operations.
The Group's business is subject to substantial regulation both in the UK, US and other jurisdictions. Adverse regulatory developments could have a material, adverse effect on the Group's operating results, financial condition and prospects.
The Group conducts its businesses subject to ongoing regulation and associated regulatory risks, including the effects of changes in the laws, regulations, policies, voluntary codes of practice and interpretations in the UK and the other markets where it operates. Future changes in regulation, fiscal or other policies are unpredictable and beyond the control of the Directors and could materially adversely affect the Group's business.
Areas where changes could have an adverse impact include, but are not limited to:
-- other general changes in regulatory requirements, such as prudential rules relating to the capital adequacy or liquidity frameworks;
-- further developments in the financial reporting, corporate governance, conduct of business and employee compensation; and
-- other unfavourable political, military or diplomatic developments producing social instability or legal uncertainty which, in turn, may affect demand for the Group's products and services.
INFLUENCE OF CONTROLLING SHAREHOLDER
John Gunn has an interest in approximately 53.16 per cent. of the Company's issued share capital. Accordingly he is in a position to exert significant influence over the Company, its strategy, directors and operations. In order to partially mitigate this risk the Company and John Gunn have agreed a Relationship Agreement governing his behaviour as the majority shareholder in the Company.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the Group's financial risk management objectives and policies are set out in Note 21 to these financial statements.
GOING CONCERN
The Directors have a reasonable expectation that the Group has adequate resources to continue in operation or existence for the foreseeable future thus we continue to adopt the going concern basis in preparing the financial statements. Further details regarding the adoption of the going concern basis can be found in note 4 of the financial statements.
Samantha Esqulant
Director
28 September 2018
DIRECTORS' REPORT
YEAR TO 31 March 2018
The Directors present their annual report and the audited financial statements of the Group for the year ended 31 March 2018.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
This information is now included within the Strategic Report above, as part of the 'Review of the Business' under the Amendment to the Companies Act 2006 of s.414c(2a).
DIRECTORS
The Board comprised the following directors who served throughout the year and up to the date of this report save where disclosed otherwise:
Name Position
------------------ -------------------------------------
John Gunn Executive Chairman
Samantha Esqulant Chief Executive Officer
Nilesh Jagatia Chief Financial Officer / Secretary
Anthony Binnie Non-Executive Director (appointed
28 March 2018)
Grant Roberts (resigned 7 June 2017)
Martin Davison (resigned 15 January 2018)
The Group has qualifying third party indemnity provisions for the benefit of its Directors which remain in force at the date of this report.
DIRECTORS' INTERESTS
The Directors' interests in the share capital of the Company at 31 March 2018, held either directly or through related parties, were as follows:
Name of director Number of ordinary shares % of ordinary share capital and Voting Rights
------------------- --------------------------- -----------------------------------------------
John Gunn 300,544,931 53.0%
On 11 Jun 2018, John Gunn purchased an additional 500,000 ordinary shares and on the same
date gifted 2,000,000 ordinary shares to his adult daughter, thus reducing his holding to
299,044,931 shares representing 52.7% of the Company's issued share capital.
Details of the Directors' share options are shown below:
Number outstanding
at Exercise Vesting Expiry
Name of Director 31 March 2018 price date Date
----------------- ------------------ -------- ------- ---------
OPTIONS:
J Gunn 5,250,000 3p Various 6.09.2021
S Esqulant 3,750,000 3p Various 6.09.2021
N Jagatia 3,000,000 3p Various 6.09.2021
12,000,000
----------------- ------------------ -------- ------- ---------
DONATIONS
The Group made charitable donations during the year of GBP9,000 (2017: GBP6,000).
DIRECTORS' REPORT
YEAR TO 31 March 2018 (continued)
EMPLOYEE CONSULTATION
The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on various factors affecting the performance of the Group. This is achieved through formal and informal meetings. Equal opportunity is given to all employees regardless of their sex, age, colour, race, religion or ethnic origin.
SIGNIFICANT SHAREHOLDINGS
On 25 September 2018 the following were interested in 3 per cent. or more of the Company's share capital (including Directors, whose interests are also shown above):
% of ordinary
Name of shareholder Number of share capital
ordinary and voting
shares rights
------------------------------------------------- ------------ ---------------
John Gunn 299,044,931 52.7%
Roger Barby 52,500,436 9.4%
Interactive Investors Services Nominees Limited 21,620,759 3.8%
Vidacos Nominees Limited 17,571,212 3.1%
POST YEAR EVENTS
There have been no material post year end events.
DISCLOSURE OF INFORMATION TO THE AUDITORS
In the case of each of the persons who are directors of the Company at the date when this report is approved:
-- So far as each director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
-- Each of the directors has taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the auditors are aware of the information.
This information is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.
AUDITOR
Welbeck Associates have expressed their willingness to continue in office as auditor and it is expected that a resolution to reappoint them will be proposed at the next annual general meeting.
CORPORATE GOVERNANCE
The Directors recognise the importance of sound corporate governance while taking into account the Group's size and stage of development.
With effect from 28 September 2018 new corporate governance regulations apply to all AIM quoted companies and require the Company to:
-- provide details of a recognised corporate governance code that the board of directors has decided to apply
-- explain how the Company complies with that code, and where it departs from its chosen corporate governance code provide an explanation of the reasons for doing so.
The corporate governance disclosures need to be reviewed annually, and the company will also need to state the date on which these disclosures were last reviewed. The full Corporate Governance code adopted by the Company is in the Appendix at the end of this Report.
The Board meets regularly and is responsible for formulating, reviewing and approving the Group's strategy, budgets, performance, major capital expenditure and corporate actions.
BOARD OF DIRECTORS
The Company supports the concept of an effective Board leading and controlling the Company. The Board of Directors is responsible for approving Company policy and strategy. It meets regularly and has a schedule of matters specifically reserved to it for decision. All Directors have access to advice from independent professionals at the Company's expense. Training is available for new and existing Directors as necessary.
Matters which would normally be referred to other than the appointed committees are dealt with by the Board as a whole.
AUDIT COMMITTEE
The Audit Committee is chaired by Anthony Binnie and its other member is Samantha Esqulant the Chief Executive Director. It is expected that they will be joined by the second independent Non-Executive Director following their appointment. The Audit Committee acts independently to ensure that the interests of the Company and its Group are properly protected in relation to financial reporting and internal controls.
The directors have established the Audit Committee to ensure that appropriate financial reporting procedures are properly monitored, controlled and reported on at a minimum by IFRS approved foreign exchange accounting policies, and rules governed by the FCA and AIM employing general accepted account practices.
The Audit Committee provides a forum for reporting by the Group's external auditors. The Committee is also responsible for reviewing a wide range of matters, including half-year and annual results before their submission to the Board, and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The Audit Committee will advise the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and will discuss the nature, scope and results of the audit with the external auditors. The Committee will keep under review the cost effectiveness and the independence and objectivity of the external auditors.
The Audit Committee meets not less than twice in each financial year.
REMUNERATION COMMITTEE
The Remuneration Committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Company's framework of executive remuneration and its cost. The Remuneration Committee also determines and reviews the performance and the terms of service of the directors, including salary, incentives and benefits, and makes recommendations to the Board. The Board itself determines the remuneration of the Executive Directors.
The Remuneration Committee comprises of the Chief Executive Director Samantha Esqulant and is chaired by the Independent Non-Executive Director Anthony Binnie. It is expected that they will be joined by the second independent Non-Executive Director following their appointment. The Committee meets as often as it deems necessary and at least annually to discharge its responsibilities and to support good decision making by the Board
COMMUNICATIONS WITH SHAREHOLDERS
Communications with shareholders are given a high priority by the management. In addition to the publication of an annual report and an interim report, there is regular dialogue with shareholders and analysts. The Annual General Meeting is viewed as a forum for communicating with shareholders, particularly private investors. Shareholders may question the Managing Director and other members of the Board at the Annual General Meeting.
INTERNAL CONTROL
The Directors acknowledge they are responsible for the Group's system of internal control and for reviewing the effectiveness of these systems. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of the Group failing to achieve its strategic objectives. It should be recognised that such systems can only provide reasonable and not absolute assurance against material misstatement or loss. The Group has well established procedures which are considered adequate given the size of the business.
AUDITORS
The Board as a whole considers the appointment of external auditors, including their independence, specifically including the nature and scope of non-audit services provided.
REMUNERATION
The remuneration of the directors has been fixed by the Board as a whole. The Board seeks to provide appropriate reward for the skill and time commitment required so as to retain the right calibre of director at a cost to the Company which reflects current market rates.
Details of directors' fees and of payments made for professional services rendered are set out in Note 9 to the financial statements and details of the directors' share options are set out in the Directors' Report.
By order of the Board on 28 September 2018
Samantha Esqualant
Director
GROUP INCOME STATEMENT
YEAR TO 31 MARCH 2018
2018 2017
Notes GBP'000 GBP'000
-------------------------------------------- ----- -------- --------
Revenue 6 6,502 5,596
Cost of sales (1,466) (1,617)
Gross profit 5,036 3,979
Administrative expenses (3,220) (2,053)
Share based payment expense (228) -
Operating profit 7 1,588 1,926
Other gains and losses 10 (71) (613)
Finance income - -
Finance costs - -
Profit before tax 1,517 1,313
Tax 11 (492) (311)
Profit for the year 1,025 1,002
Attributable to:
Shareholders in the parent company 1,276 1,035
Non-controlling interests (251) (33)
--------------------------------------------- ----- -------- --------
1,025 1,002
-------------------------------------------- ----- -------- --------
Earnings per share attributable to owners
of the parent company from continuing
operations
Basic and diluted (pence per share) 12
Basic 0.226 0.185
Fully diluted 0.221 0.185
--------------------------------------------- ----- -------- --------
There are no recognised gains or losses in either period other than the profit for the year and therefore no statement of comprehensive income is presented.
The Company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent company pro t and loss account. The total comprehensive loss for the parent company for the year was GBP373,000 (2017: GBP139,000).
The accounting policies and notes are an integral part of these financial statements.
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION
AS AT 31 MARCH 2018 GROUP COMPANY
------------------ ------------------
2018 2017 2018 2017
Notes GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ----- -------- -------- -------- --------
Non-Current assets
Goodwill 13 2,869 2,869 - -
Other intangible assets 14 409 50 - -
Property, plant and equipment 15 60 62 - -
Investment in subsidiaries 16 - - 9,137 9,137
Deferred tax asset 66 65 - -
3,404 3,046 9,137 9,137
------------------------------ ----- -------- -------- -------- --------
Current assets
Investments held at fair
value through profit and
loss 17 31 126 - -
Trade and other receivables 18 521 327 152 73
Cash and cash equivalents 19 5,324 3,813 - -
5,876 4,266 152 73
--------
Current liabilities
Trade and other payables 20 285 286 1,220 474
Current tax liabilities 582 389 - -
867 675 1,220 474
------------------------------ ----- -------- -------- -------- --------
Net assets 8,413 6,637 8,069 8,736
------------------------------ ----- -------- -------- -------- --------
Equity
Share capital 22 284 1,104 284 1,104
Share premium account 22 171 3,669 171 3,669
Reverse acquisition reserve 679 679 - -
Merger reserve - - 6,555 6,555
Investment reserve - - 110 110
Share option and warrant
reserve 99 - 99 -
Retained earnings 6,972 1,148 850 (2,702)
------------------------------ ----- -------- -------- -------- --------
Equity attributable to owners
of the Company 8,205 6,600 8,069 8,736
Non-controlling interests 208 37 - -
------------------------------ ----- -------- -------- -------- --------
Total equity 8,413 6,637 8,069 8,736
------------------------------ ----- -------- -------- -------- --------
These financial statements were approved by the Board of Directors on 28 September 2018.
Signed on behalf of the Board by:
Samantha Esqulant
Director Company number: 06214926
The accounting policies and notes are an integral part of these financial statements
GROUP STATEMENT OF CHANGES IN EQUITY
Equity
attributable
Reverse Share to owners
YEAR TO 31 MARCH Share Share acquisition option Retained of the Non-controlling Total
2018 capital Premium reserve reserve earnings Company interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ --------- --------- ------------ --------- ---------- ------------ ----------------- ---------
Balance at 1 April
2016 1,104 3,669 679 - (67) 5,385 - 5,385
Total
comprehensive
income
for the year - - - - 1,035 1,035 (33) 1,002
Adjustment
arising from
change in
non-controlling
interest - - - - 180 180 70 250
Balance at 31
March 2017 1,104 3,669 679 - 1,148 6,600 37 6,637
Total
comprehensive
income
for the year - - - - 1,276 1,276 (251) 1,025
Capital
reduction (824) (3,669) - - 4,493 - - -
Dividend paid - - - - (568) (568) - (568)
Share issues 4 171 - - - 175 - 175
Share based
payment expense - - - 99 - 99 - 99
Adjustment
arising from
change in
non-controlling
interest - - - - 623 623 422 1,045
Balance at 31
March 2018 284 171 679 99 6,972 8,205 208 8,413
The accounting policies and notes are an integral part of these financial statements.
Share option
Share Investment and warrant Retained
capital Share Premium Merger Reserve reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ---------- --------------- ---------------- ----------- -------------- ----------- ---------
Balance at 1 April
2016 1,104 3,669 6,555 110 - (2,563) 8,875
Total
comprehensive
expense
for the year - - - - - (139) (139)
Balance at 31
March 2017 1,104 3,669 6,555 110 - (2,702) 8,736
Total
comprehensive
expense
for the year - - - - - (373) (373)
Capital reduction (824) (3,669) - - - 4,493 -
Dividend paid - - - - - (568) (568)
Share issues 4 171 - - - - 175
Share based
payment expense - - - - 99 - 99
Balance at 31
March 2018 284 171 6,555 110 99 850 8,069
The accounting policies and notes are an integral part of these financial statements.
GROUP AND COMPANY STATEMENTS OF CASH FLOWS
YEAR TO 31 MARCH 2018 GROUP COMPANY
2018 2017 2018 2017
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------- -------- -------- -------- --------
OPERATING ACTIVITIES
Profit/(loss) for the year before
taxation 1,517 1,313 (437) (173)
Adjusted for:
Depreciation 21 21 - -
Share based payment expense 228 - 228 -
Shares issued in settlement of
termination payment 46 - 46 -
Investment impairment 75 613 - -
Gain on disposal of investments (4) - - -
Operating cash flows before movements
in working capital 1,883 1,947 (163) (173)
(Increase)/Decrease in trade and
other receivables (183) 167 (15) 73
(Decrease)/increase in trade and
other payables (1) 149 (29) (24)
Net cash from / (used in) operations 1,699 2,263 (207) (124)
Tax paid (300) (200) - -
Net cash from / (used in) operating
activities 1,399 2,063 (207) (124)
----------------------------------------- -------- -------- -------- --------
INVESTING ACTIVITIES
Purchase of property, plant and
equipment (19) (28) - -
Development costs (359) (50) - -
Purchase of investments - (50) - -
Disposal of investments 24 - - -
Loan to a related party (11) - - -
Related party repayment of loan - 76 - -
Net cash used in investing activities (365) (52) - -
----------------------------------------- -------- -------- -------- --------
FINANCING ACTIVITIES
Non-controlling interest investment 1,045 250 - -
Increase in interco loan - - 775 123
Dividend paid to Company's shareholders (568) (568)
Net cash from financing activities 477 250 207 123
----------------------------------------- -------- -------- -------- --------
Net increase/(decrease) in cash
and cash equivalents 1,511 2,261 - (1)
Cash and cash equivalents at beginning
of year 3,813 1,552 - 1
Cash and cash equivalents at end
of year 5,324 3,813 - -
----------------------------------------- -------- -------- -------- --------
The accounting policies and notes are an integral part of these financial statements.
NOTES TO THE GROUP FINANCIAL STATEMENTS
YEAR TO 31 MARCH 2018
1 GENERAL INFORMATION
The Company is incorporated and domiciled in England and Wales
as a public limited company and operates from its registered
office 2nd Floor 2 London Wall Buildings, London, England, EC2M
2SJ. Octagonal plc's shares are listed on the AIM of the London
Stock Exchange. The Group's main activity is that of a financial
services business offering a wide range of services to institutional,
family office and high net worth clients.
2 STATEMENT OF COMPLIANCE
ADOPTION OF NEW AND REVISED STANDARDS
At the date of authorisation of these financial statements,
The Company has not applied the following new and revised IFRSs
that have been issued but are not yet effective and had not
yet been adopted by the EU. The directors do not expect that
the adoption of the Standards listed below will have a material
impact on the financial statements of the Company in future
periods.IFRS 2 Amendments - Classification and measurement of share-based
payments transactions
IFRS 4 Amendment - applying IFRS 9 "Financial Instruments"
with IFRS 4 "Insurance Contracts"
IFRS 9 Financial instruments - incorporating requirements
for classification and measurement,
impairment, general hedge accounting and de-recognition.
IFRS 9 Amendment - Prepayment features with negative compensation
IFRS 10/ IAS Amendments - Sale or contribution of assets between
28 an investor and its associate or joint venture
IFRS 15 Revenue from contracts with customers, and the related
clarifications
IFRS 16 Leases - recognition, measurement, presentation
and disclosure
IFRS 17 Insurance contracts
IAS 40 Amendment - Transfers of investment property
3 Accounting Policies
The principal accounting policies adopted and applied in the
preparation of the Group and Company Financial statements are
set out below.
These have been consistently applied to all the years presented
unless otherwise stated:
BASIS OF ACCOUNTING
The financial statements of Octagonal plc (the "Company") and
its subsidiaries (the "Group") have been prepared in accordance
with International Financial Reporting Standards (IFRS) as adopted
for use in the European Union ("EU") applied in accordance with
the provisions of the Companies Act 2006.
IFRS is subject to amendment and interpretation by the International
Accounting Standards Board ("IASB") and the International Financial
Standards Interpretations Committee ("IFRS IC") and there is
an ongoing process of review and endorsement by the European
Commission. The consolidated financial statements have been
prepared on the historical cost basis except for certain financial
instruments that are measured at fair value at the end of each
reporting period, as explained in the accounting policies below.
In accordance with reverse acquisition accounting convention
the comparative information for the group for 2015 relates to
the business of GIS.
3 Accounting Policies (continued)
GOING CONCERN
Any consideration of the foreseeable future involves making
a judgement, at a particular point in time, about future events
which are inherently uncertain. The ability of the Group to
carry out its planned business objectives is dependent on its
continuing ability to raise adequate financing from equity investors
and/or the achievement of profitable operations.
Nevertheless, at the time of approving these Financial Statements
and after making due enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue
operating for the foreseeable future. For this reason they continue
to adopt the going concern basis in preparing the Financial
Statements.
BASIS OF CONSOLIDATION
The Group's consolidated financial statements incorporate the
financial statements of Octagonal Plc (the "Company") and entities
controlled by the Company (its subsidiaries). Subsidiaries are
entities over which the Group has the power to govern the financial
and operating policies generally accompanying a shareholding
of more than one half of the voting rights. The existence and
effect of potential voting rights that are currently exercisable
or convertible are considered when assessing whether the Group
controls another entity.
Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are de-consolidated from the
date that control ceases.
The Company acquired Global Investment Strategy UK Limited on
30 June 2015 through both cash consideration and a share-for-share
exchange. As the shareholders of GIS have control of the legal
parent, Octagonal plc, the transaction has been accounted for
as a reverse acquisition in accordance with IFRS 3 "Business
Combinations".
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Profits
and losses resulting from inter-company transactions that are
recognised in assets are also eliminated. Accounting policies
of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Where necessary, adjustments are made to the financial statements
of subsidiaries to bring the accounting policies used into line
with those used by the Group.
All intra-group transactions, balances, income and expenses
are eliminated on consolidation.
Business Combinations
The acquisition of subsidiaries is accounted for using the acquisition
method under IFRS 3. The cost of the acquisition is measured
at the aggregate of the fair values, at the date of exchange,
of assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the
acquiree, plus any costs directly attributable to the business
combination. The acquiree's identifiable assets, liabilities
and contingent liabilities that meet the conditions for recognition
under IFRS 3 are recognised at their fair value at the acquisition
date, except for non-current assets (or disposal groups) that
are classified as held for resale in accordance with IFRS 5
Non-current Assets Held for Sale and Discontinued Operations,
which are recognised and measured at fair value less costs to
sell.
Goodwill arising on acquisition is recognised as an asset and
initially measured at cost, being the excess of the cost of
the business combination over the Group's interest in the net
fair value of the identifiable assets, liabilities and contingent
liabilities recognised. If, after reassessment, the Group's
interest in the net fair value of the acquirer's identifiable
assets, liabilities and contingent liabilities exceed the cost
of the business combination, the excess is recognised immediately
in the income statement.
3 Accounting Policies (continued)
revenue recognition
The Group's Revenue includes commission income, corporate advisory
fees and other ancillary fees.
Revenue is measured at the fair value of the consideration received
or receivable.
Fees for advisory engagements for which the work is substantially
complete or which are at a stage where work for which separate
payment is due is substantially complete, and which will become
due but are not yet invoiced are recorded on a right to consideration
basis. Where such fees are contingent on the outcome of a transaction
they are only accounted for after the transaction has completed.
Management fees and interest are credited to income in the period
in which they relate.
foreign currencies
At each year end date, monetary assets and liabilities that
are denominated in foreign currencies are retranslated at the
rates prevailing on the year end date. Non-monetary items carried
at fair value that are denominated in foreign currencies are
translated at the rates prevailing at the date when the fair
value was determined. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items,
and on the retranslation of monetary items, are included in
the income statement. Exchange differences arising on the retranslation
of non-monetary items carried at fair value are included in
profit or loss for the period, except for differences arising
on the retranslation of non-monetary items in respect of which
gains and losses are recognised directly in equity. For such
non-monetary items, any exchange component of that gain or loss
is also recognised directly in equity.
AVAILABLE FOR SALE INVESTMENTS
Available for sale ("AFS") financial assets include equity investments
and debt securities. Equity investments classified as AFS are
those that are neither classified as held for trading nor designated
at fair value through profit or loss. Debt securities in this
category are those that are intended to be held for an indefinite
period of time and that may be sold in response to needs for
liquidity or in response to changes in the market conditions.
Purchases and sales of AFS financial assets are recognised and
derecognised on a trade date basis.
Investments are initially measured at fair value plus directly
attributable incidental acquisition costs. Subsequently, they
are measured at fair value in accordance with IAS 39. This is
either the bid price or the last traded price, depending on
the convention of the exchange on which the investment is quoted.
Gains and losses on measurement are recognised in other comprehensive
income except for impairment losses and foreign exchange gains
and losses on monetary items denominated in a foreign currency,
until the assets are derecognised, at which time the cumulative
gains and losses previously recognised in other comprehensive
income are recognised in the income statement.
The Group assesses at each year end date whether there is any
objective evidence that a financial asset or group of financial
assets classified as AFS has been impaired. An impairment loss
is recognised if there is objective evidence that an event or
events since initial recognition of the asset have adversely
affected the amount or timing of future cash flows from the
asset. A significant or prolonged decline in the fair value
of a security below its cost shall be considered in determining
whether the asset is impaired.
When a decline in the fair value of a financial asset classified
as AFS has been previously recognised in other comprehensive
income and there is objective evidence that the asset is impaired,
the cumulative loss is removed from other comprehensive income
and recognised in the income statement. The loss is measured
as the difference between the cost of the financial asset and
its current fair value less any previous impairment.
3 ACCOUNTING POLICIES (continued)
INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT AND LOSS
All investments determined upon initial recognition as held
at Fair Value through Profit or Loss ("FVTPL") were designated
as investments held for trading. Investment transactions are
accounted for on a trade date basis. Assets are de-recognised
at the trade date of the disposal. Assets are sold at their
fair value, which comprises the proceeds of sale less any transaction
cost. The fair value of the financial instruments in the balance
sheet is based on the quoted bid price at the balance sheet
date, with no deduction for any estimated future selling cost.
Unquoted investments are valued by the directors using primary
valuation techniques such as recent transactions, last price
and net asset value. Changes in the fair value of investments
held at FVTPL and gains and losses on disposal are recognised
in the consolidated statement of comprehensive income as "Net
gains on investments". Investments are initially measured at
fair value. Subsequently, they are measured at fair value in
accordance with IAS 39. This is either the bid price or the
last traded price, depending on the convention of the exchange
on which the investment is quoted.
The Company determines the fair value of its Investments based
on the following hierarchy:
LEVEL 1 - Where financial instruments are traded in active financial
markets, fair value is determined by reference to the appropriate
quoted market price at the reporting date. Active markets are
those in which transactions occur in significant frequency and
volume to provide pricing information on an on-going basis.
LEVEL 2 - If there is no active market, fair value is established
using valuation techniques, including discounted cash flow models.
The inputs to these models are taken from observable market
data including recent arm's length market transactions, and
comparisons to the current fair value of similar instruments;
but where this is not feasible, inputs such as liquidity risk,
credit risk and volatility are used
LEVEL 3 - Valuations in this level are those with inputs that
are not based on observable market data.
GOODWILL
Goodwill arising on consolidation represents the excess of the
cost of acquisition over the Group's interest in the fair value
of the identifiable assets and liabilities of a subsidiary,
associate or jointly controlled entity at the date of acquisition
and is included as a non-current asset.
Goodwill is tested annually, or more regularly should the need
arise, for impairment and is carried at cost less accumulated
impairment losses. Any impairment is recognised immediately
in the income statement and is not subsequently reversed.
Goodwill is allocated to cash generating units for the purpose
of impairment testing.
On disposal of a subsidiary the attributable amount of goodwill
is included in the determination of the profit or loss on disposal.
In accordance with IAS 36 the Group values Goodwill at the lower
of its carrying value or its recoverable amount, where the recoverable
amount is the higher of the value if sold and its value in use.
In addition IAS 38 requires intangible assets with finite useful
lives to follow the same impairment testing as Goodwill including
the use of value in use calculations.
3 Accounting Policies (continued)
taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in
the income statement because it excludes items of income or
expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible.
The Group's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the
year end date.
Deferred tax is the tax expected to be payable or recoverable
on temporary differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference
arises from the initial recognition of goodwill or from the
initial recognition (other than in a business combination) of
other assets and liabilities in a transaction that affects neither
the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Group is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
year end date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered. Deferred tax
is calculated at the tax rates that are expected to apply in
the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement,
except when it relates to items charged or credited directly
to equity, in which case the deferred tax is also dealt with
in equity.
Deferred tax assets and liabilities are offset when there is
a legally enforceable right to set off current tax assets against
current tax liabilities and where they relate to income taxes
levied by the same taxation authority and the Group intends
to settle its current tax assets and liabilities on a net basis.
IMPAIRMENT OF PROPERTY, PLANT & EQUIPMENT AND
INTANGIBLE ASSETS EXCLUDING GOODWILL
At each financial year end date, the Group reviews the carrying
amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment
loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent of
the impairment loss, if any. Where the asset does not generate
cash flows that are independent from other assets, the Group
estimates the recoverable amount of the cash-generating unit
to which the asset belongs. An intangible asset with an indefinite
useful life is tested for impairment annually and whenever there
is an indication that the asset may be impaired.
If the recoverable amount of an asset or cash-generating unit
is estimated to be less than its carrying amount, the carrying
amount of the asset or cash-generating unit is reduced to its
recoverable amount and the impairment loss is recognised as
an expense immediately.
When an impairment loss subsequently reverses, the carrying
amount of the asset or cash-generating unit is increased to
the revised estimate of its recoverable amount, but so that
the increased carrying amount does not exceed the carrying amount
that would have been determined had no impairment loss been
recognised for the asset or cash-generating unit in prior years.
A reversal of an impairment loss is recognised as income immediately,
unless the relevant asset is carried at a revalued amount, in
which case the reversal of the impairment loss is treated as
a revaluation increase.
3 Accounting Policies (continued)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost, less depreciation,
less adjustments for impairment, if any.
Significant improvements are capitalised, provided they qualify
for recognition as assets. The costs of maintenance, repairs
and minor improvements are expensed when incurred.
Tangible assets retired or withdrawn from service are removed
from the balance sheet together with the related accumulated
depreciation. Any profit or loss resulting from such an operation
is included in the income statement.
Tangible assets are depreciated on straight-line method based
on the estimated useful lives from the time they are put into
operations, so that the cost is diminished over the lifetime
of consideration to estimated residual value as follows:
Office equipment - Over 5 years
Other Fixtures & Fittings - Over 10 years
Leasehold property- Over period of the lease
Other Motor Vehicles - Over 4 years
INTANGIBLES
Expenditure on internally developed intangible asset is capitalised
if it can be demonstrated that:
- there is an intention to complete the development,
- adequate resources are available to complete the development,
- it is probable that the asset will generate future economic
benefits, and
- expenditure on the project can be measured reliably.
Capitalised development costs are amortised over the periods
the group expects to benefit from using the asset developed.
The amortisation expense is included within the cost of sales
line in the consolidated Statement of comprehensive income.
Development expenditure not satisfying the above criteria and
expenditure on the research phase of internal projects are recognised
in the consolidated statement of comprehensive Income as incurred.
TRADE RECEIVABLES, loans and other receivables
Trade receivables, loans and other receivables that have fixed
or determinable payments that are not quoted in an active market
are classified under 'loans and receivables'. Loans and receivables
are initially measured at fair value and subequently measured
at amortised cost using the effective interest method, less
any impairment. Interest income is recognised by applying the
effective interest rate, except for short term receivables when
the recognition of interest would be immaterial.
Other receivables, that do not carry any interest, are measured
at their nominal value as reduced by any appropriate allowances
for irrecoverable amounts.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand deposits
and other short-term highly liquid investments that are readily
convertible to a known amount of cash and are subject to an
insignificant risk of changes in value. Bank overdrafts that
are repayable on demand and form an integral part of the Group's
cash management are included as a component of cash and cash
equivalents.
3 Accounting Policies (continued)
FINANCIAL LIABILITIES
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements entered
into. Financial liabilities are classified as either financial
liabilities at fair value through profit or loss ("FVTPL") or
'other financial liabilities'.
There were no financial liabilities 'at FVTPL' during the current,
or preceding, period.
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its
liabilities.
OTHER FINANCIAL LIABILTIES, BANK AND SHORT TERM BORROWINGS
Interest-bearing bank loans and overdrafts are recorded at the
proceeds received, net of direct issue costs. Finance charges
are accounted for on an accruals basis in profit or loss using
the effective interest rate method and are added to the carrying
amount of the instrument to the extent that they are not settled
in the period in which they arise. Other short term borrowings
being intercompany loans and unsecured convertible loan notes
issued in the year are rec/ ognised at amortised cost net of
any financing or arrangement fees.
TRADE PAYABLES
Trade payables are initially measured at fair value and subsequently
measured at amortised cost using the effective interest method,
less provision for impairment.
EQUITY INSTRUMENTS INCLUDING SHARE CAPITAL
Equity instruments issued by the Company are recorded at the
proceeds received, net of incremental costs attributable to
the issue of new shares.
An equity instrument is any contract that evidences a residual
interest in the assets of a company after deducting all of its
liabilities. Equity instruments issued by the Company are recorded
at the proceeds received net of direct issue costs.
Share capital represents the amount subscribed for shares at
nominal value.
The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium, net of any related income tax benefits. Any bonus issues
are also deducted from share premium.
The merger reserve represents the premium on the shares issued
less the nominal value of the shares, being the difference between
the fair value of the consideration and the nominal value of
the shares.
The reverse acquisition reserve arises from the acquisition
of Global Investment Strategy UK Limited by the Company and
represents the total amount by which the fair value of the shares
issued in respect of the acquisition exceed their total nominal
value.
The investment reserve represents the fair value adjustment
to the investment in subsidiary in connection with the reverse
acquisition.
The warrant reserve represents the fair value, calculated at
the date of grant, of warrants unexercised at the balance sheet
date.
Retained earnings include all current and prior period results
as disclosed in the statement of comprehensive income.
3 Accounting Policies (continued)
REVERSE ACQUISITION
The acquisition of Global Investment Strategy UK Limited on
30 June 2015 was accounted for using the reverse acquisition
method. The following accounting treatment was applied in respect
of the reverse acquisition:
* The assets and liabilities of the legal subsidiary
were recognised and measured in the consolidated
financial statements at their pre-combination
carrying amounts without restatement to fair value;
* The identifiable assets and liabilities of the legal
parent (the accounting acquiree) are recognised in
accordance with IFRS 3 at the acquisition date.
Goodwill is recognised in accordance with IFRS 3;
* The retained earnings and other equity balances
recognised in the consolidated financial statements
are those of the legal subsidiary (the accounting
acquirer) immediately before the business
combination.
The amount recognised as issued equity instruments in the consolidated
financial statements is determined by adding the fair value
of the legal parent (which is based on the number of equity
interests deemed to have been issued by the legal subsidiary)
determined in accordance with IFRS 3 to the legal subsidiary's
issued equity immediately before the business combination. However,
the equity structure (that is, the number and type of equity
instruments issued) shown in the consolidated financial statements
reflects the legal parent's equity structure, including the
equity instruments issued by the legal parent to effect the
combination. The equity structure of the legal subsidiary (accounting
acquirer) is restated using the exchange ratio established in
the acquisition agreement to reflect the number of shares issued
by the legal parent (the accounting acquiree) in the reverse
acquisition.
SHARE-BASED PAYMENTS
All share based payments are accounted for in accordance with
IFRS 2 - "Share-based payments". The Company issues equity-settled
share based payments in the form of share options to certain
directors and employees. Equity settled share based payments
are measured at fair value at the date of grant. The fair value
determined at the grant date of equity-settled share based payments
is expensed on a straight line basis over the vesting period,
based on the Company's estimate of shares that will eventually
vest.
Fair value is estimated using the Black-Scholes valuation model.
The expected life used in the model has been adjusted, on the
basis of management's best estimate for the effects of non-transferability,
exercise restrictions and behavioural considerations. At each
balance sheet date, the Company revises its estimate of the
number of equity instruments expected to vest as a result of
the effect of non-market based vesting conditions. The impact
of the revision of the original estimates, if any, is recognised
in profit or loss such that the cumulative expense reflects
the revised estimate, with a corresponding adjustment to retained
earnings.
4 CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS
In the application of the Group's accounting policies, which
are described in note 3, the Directors are required to make
judgements, estimates and assumptions about the carrying amounts
of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered
to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognised
in the period. Judgements and estimates that may affect future
periods are as follows:
GOING CONCERN
The Directors consider that, based upon financial projections,
the Company will be a going concern for the next twelve months.
For this reason, The directors have, at the time of approving
the financial statements, a reasonable expectation that the
Company has adequate resources to continue in existence for
the foreseeable future. Thus they continue to adopt the going
concern basis of accounting in preparing the financial statements.
4 CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS (continued)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Group holds investments that have been designated as available
for sale on initial recognition. Where practicable the Group
determines the fair value of these financial instruments that
are not quoted (Level 3), using the most recent bid price at
which a transaction has been carried out. These techniques are
significantly affected by certain key assumptions, such as market
liquidity. Other valuation methodologies such as discounted
cash flow analysis assess estimates of future cash flows and
it is important to recognise that in that regard, the derived
fair value estimates cannot always be substantiated by comparison
with independent markets and, in many cases, may not be capable
of being realised immediately.
5 SEGMENTAL INFORMATION
A segment is a distinguishable component of the Group or Company's
activities from which it may earn revenues and incur expenses,
whose operating results are regularly reviewed by the Group's
chief operating decision maker to make decisions about the allocation
of resources and assessment of performance and about which discrete
financial information is available.
As the chief operating decision maker reviews financial information
for and makes decisions about the Group's activities as a whole,
the directors have identified a single operating segment, that
of corporate broking and advisory services. The Group operates
in a single geographical segment which is the UK.
6 ANALYSIS OF TURNOVER
An analysis of turnover by class of business
is as follows:
2018 2017
GBP'000 GBP'000
---------------------------------------------- ---------- ----------
Commissions 4,426 3,908
Share sales - -
Corporate finance and advisory 44 1
Special charges and recharges 2,032 1,687
----------------------------------------------------------------- ---------- ----------
6,502 5,596
----------------------------------------------------------------- ---------- ----------
7 OPERATING PROFIT
2018 2017
GBP'000 GBP'000
----------------------------------------------- ---------- ----------
Operating loss is stated after charging:
Staff costs as per Note 9 below 1,611 917
Depreciation of property, plant and equipment 21 20
Operating lease rentals 142 198
Write downs of VAT receivable 29 -
Net foreign exchange loss/(gain) 3 (20)
------------------------------------------------------------------ ---------- ----------
8 auditors' remuneration
The analysis of auditors' remuneration is as follows:
2018 2017
GBP'000 GBP'000
----------------------------------------------- ---------- ----------
Fees payable to the Group's auditors for the
audit of the Group's annual accounts 20 20
20 20
------------------------------------------------------------------ ---------- ----------
9 staff costs
The average monthly number of employees (including executive
directors) for the continuing operations was:
2018 2017
No. No.
Group total staff 18 13
2018 2017
GBP'000 GBP'000
--------------------------------- ---------------- --------------
Wages and salaries 1,104 865
Bonus shares issued 129 -
Share based payment cost 99 -
Termination benefits 46 -
Pension contributions 3 -
Social security costs 101 53
1,482 918
---------------------------------------------------- ---------------- --------------
Directors' emoluments were as follows:
2018 2018 2018 2018 2017
Directors Bonus Other Total Total
fees shares emoluments
issued
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ------------------ ------------------ ------------------- -------------- --------------
Grant
Roberts 3 - - 3 12
John Gunn 12 71 457 540 294
Nilesh
Jagatia 12 15 48 75 26
Samantha
Esqulant 12 43 110 165 106
Martin
Davison 11 - 20 31 12
50 129 635 814 450
------------------- ------------------ ------------------ ------------------- -------------- --------------
With the exception of Samantha Esqulant the fees for all the
current directors were invoiced by companies of which they were
directors and controlling shareholders.
10 OTHER GAINS AND LOSSES
2018 2017
GBP'000 GBP'000
----------------------------------------- ---------- ----------
Impairment of investments (75) (613)
Gain on disposal of investments 4 -
----------------------------------------- ---------- ----------
(71) (613)
------------------------------------------------------------- ---------- ----------
11 taxation
2018 2017
GBP'000 GBP'000
-------------------------------------------------------- ------------ ------------
Current tax charge 493 376
Deferred tax (release) / charge (1) (65)
---------------------------------------------------------------------------- ------------ ------------
492 311
---------------------------------------------------------------------------- ------------ ------------
Reconciliation of tax charge:
Continuing operations
-------------------------------------------------------- --------------------------
2018 2017
GBP'000 GBP'000
-------------------------------------------------------- ------------ ------------
Profit before tax 1,517 1,313
---------------------------------------------------------------------------- ------------ ------------
Tax at the UK corporation tax rate of 19% (2017:
20%) 288 263
Effects of:
Tax effect of expenses that are not deductible
in determining taxable profit: 38 29
Short term timing differences - (1)
Unutilised tax losses 166 20
Tax charge for period 492 311
---------------------------------------------------------------------------- ------------ ------------
The total taxation charge in future periods will be affected
by any changes to the corporation tax rates in force in the
countries in which the Group operates.
12 EARNINGS PER SHARE
The basic earnings per share is based on the profit/(loss) for
the year divided by the weighted average number of shares in
issue during the year. The weighted average number of ordinary
shares for the year ended 31 March 2018 assumes that all shares
have been included in the computation based on the weighted
average number of days since issue.
2018 2017
-------------------------------------------------------- ------------ ------------
Profit attributable to owners of the Group GBP1,276,000 GBP1,035,000
-------------------------------------------------------- ------------ ------------
Weighted average number of ordinary shares
in issue for basic earnings 564,703,598 560,226,886
Weighted average number of ordinary shares
in issue for fully diluted earnings 578,453,598 560,226,886
---------------------------------------------------------------------------- ------------ ------------
Earnings per share (pence per share)
Basic 0.226p 0.185p
Fully diluted 0.221p 0.185p
---------------------------------------------------------------------------- ------------ ------------
13 GOODWILL
Goodwill arose on the acquisition of Global Investment Strategy
UK Limited ("GIS") by the Company in 2015.
2018 2017
GBP'000 GBP'000
------------------------- ------------------ ---------------------
At 1 April 2,869 2,869
At 31 March 2,869 2,869
--------------------------- ------------------ ---------------------
The amount of GBP2,869,000 of Goodwill relates to the Goodwill arising on the reverse acquisition of GIS.
Goodwill is monitored by management at the level of the operating segment. The recoverable amount is determined based on value-in-use calculations which uses cash flow projections based on financial budgets approved by the Directors covering a five-year period, and a discount rate of 12% per annum.
Cash flows beyond the five-year period are extrapolated using the estimated growth rates of 10% which is based on the average growth for 5 years covered by the projections. The Directors believe that any reasonably possible change in key assumptions on which recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash-generating unit.
The Directors have reviewed the carrying value of Goodwill as at 31 March 2018 and consider that no impairment provision is required. The Directors continue to review Goodwill on an on-going basis and where necessary in future periods will request external valuations to further support the valuation basis.
14 OTHER INTANGIBLE ASSETS
System development
costs Total
GBP'000 GBP'000
------------------------------------------------------- ------------------------- ---------
As at 1 April 2016 - -
Additions 50 50
--------------------------------------------------------------------------- ------------------------- ---------
As at 31 March 2017 50 50
Additions 359 359
As at 31 March 2018 409 409
--------------------------------------------------------------------------- ------------------------- ---------
15 PROPERTY, plant AND EQUIPMENT
Office Equipment Fixtures Short term Motor Group
and fittings leasehold Vehicles Total
property
Cost GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ------------------ --------------- ------------ ----------- -----------
As at 31 March 2016 30 12 6 63 111
Additions 26 2 - - 28
As at 31 March 2017 56 14 6 63 139
Additions 18 1 - - 19
As at 31 March 2018 74 15 6 63 158
-------------------------------------- ------------------ --------------- ------------ ----------- -----------
Depreciation
------------------ ------------------ --------------- ------------ ----------- -----------
As at 31 March 2016 16 10 2 28 56
Charge for the year 9 2 2 8 21
As at 31 March 2017 25 12 4 36 77
Charge for the year 12 1 2 6 21
As at 31 March 2018 37 13 6 42 98
-------------------------------------- ------------------ --------------- ------------ ----------- -----------
Net book value
------------------ ------------------ --------------- ------------ ----------- -----------
As at 31 March 2018 37 2 - 21 60
-------------------------------------- ------------------ --------------- ------------ ----------- -----------
As at 31 March 2017 31 2 2 27 62
-------------------------------------- ------------------ --------------- ------------ ----------- -----------
16 INVESTMENT IN subsidiarY UNDERTAKINGS
The Company's investments in its subsidiary undertakings are
as follows
2018 2017
COMPANY GBP'000 GBP'000
--------------------------------------- ------------------- ----------------- ----------
Cost and net book value
At 1 April 2017 9,137 9,137
As at 31 March 2018 9,137 9,137
--------------------------------------- ------------------- ----------------- ----------
All principal subsidiaries of the Group are consolidated into
the financial statements. At 31 March 2018 the subsidiaries were
as follows:
Subsidiary Country Principal Holding Holding
undertakings of registration activity %
------------------ ------------------ ------------------- ------------------ ----------
*Global
Investment
Strategy Financial
UK Limited UK services Ordinary shares 100%
**Synergis Financial
Capital Limited UK services Ordinary shares 71%
------------------ ------------------ ------------------- -------------------------------------- ----------
*Directly held **Indirectly held
Synergis Capital was incorporated during the year as a private
limited company to provide commercial asset backed lending, financed
by an investment bond. In July 2017 Synergis Capital was converted
into a PLC.
17 AVAILABLE-FOR-SALE INVESTMENTS
GROUP COMPANY
2018 2017 2018 2017
GBP'000 GBP'000 GBP'000 GBP'000
Investments at fair value at
1 April 126 689 - -
Purchases - 50 - -
Impairment of investments (75) (613) - -
Gain on disposals 4 - - -
Disposals (24) - - -
Fair value of investments at
31 March 31 126 - -
---------------------------------------------- ----------- -------- -------------- ----------
Categorised as:
Level 1 Investments 31 106 - -
Level 3 Investments - 20 - -
---------------------------------------------- ----------- -------- -------------- ----------
31 126 - -
---------------------------------------------- ----------- -------- -------------- ----------
Classed as:
Non-current assets - - - -
Current assets 31 126 - -
---------------------------------------------- ----------- -------- -------------- ----------
31 126 - -
---------------------------------------------- ----------- -------- -------------- ----------
The table above sets out the fair value measurements using the
IFRS 7 fair value hierarchy. Categorisation within the hierarchy
has been determined on the basis of the lowest level of input
that is significant to the fair value measurement of the relevant
asset as follows:
Level 1 - valued using quoted prices in active markets for identical
assets.
Level 2 - valued by reference to valuation techniques using
observable inputs other than quoted prices included within Level
1.
Level 3 - valued by reference to valuation techniques using
inputs that are not based on observable market data.
There were no transfers between Level 1, Level 2 and Level 3
in either 2018 or 2017.
17 AVAILABLE-FOR-SALE INVESTMENTS (continued)
Measurement of fair value of financial instruments
The Group's management team perform valuations of financial
items for financial reporting purposes, including Level 3 fair
values. Valuation techniques are selected based on the characteristics
of each instrument, with the overall objective of maximising
the use of market-based information.
Level 3 financial assets
Reconciliation of Level 3 fair value measurement of financial
assets:
GROUP COMPANY
COMPANY 2018 2017 2018 2017
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------------- ----------- -------- -------------- --------
At 1 April 20 273 - -
Disposal proceeds (24) - - -
Gain on disposal 4 - - -
Impairment of investment - (253) - -
----------------------------------------------- ----------- -------- -------------- --------
At 31 March - 20 - -
----------------------------------------------- ----------- -------- -------------- --------
18 TRADE AND OTHER RECEIVABLES
GROUP COMPANY
2018 2017 2018 2017
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- ------- ------- ------- -------
Prepayments and accrued income 17 9 - -
Trade receivables 182 91 - -
Other receivables 218 134 152 73
Loans receivable 104 93 - -
------------------------------------ ------- ------- ------- -------
521 327 152 73
------------------------------------ ------- ------- ------- -------
Balances with the related parties are disclosed in note 25.
Also included in loans receivable is an amount of GBP93,000 (2017: GBP93,000) being the balance of an amount due from Amisud S.A. In March 2015 GIS agreed to convert a prior investment in Amisud S.A, an Argentinian based agriculture company, into a debt owed to GIS totalling approximately US$215,000. Amisud S.A is required to repay the debt to GIS in instalments, two of which were received on schedule. As such the Directors feel no impairment charge is required.
No receivables were past due or provided for at the year-end or at the previous year end.
The Directors consider the carrying amount of intercompany loans and other receivables approximates to their fair value.
19 CASH AND CASH EQUIVALENTS
GROUP COMPANY
2018 2017 2018 2017
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ------- ------- ------- -------
Cash and cash equivalents 5,324 3,813 - -
5,324 3,813 - -
------------------------------- ------- ------- ------- -------
The Directors consider the carrying amount of cash and cash equivalents approximates to their fair value.
20 TRADE AND OTHER PAYABLES
GROUP COMPANY
2018 2017 2018 2017
GBP'000 GBP'000 GBP'000 GBP'000
----------------- ------- ------- ------- -------
Trade payables 100 88 2 17
Interco loan - - 1,168 393
Other payables 78 87 17 -
Accrued expenses 107 111 33 64
------------------------------------- ------- ------- ------- -------
285 286 1,220 474
------------------------------------- ------- ------- ------- -------
Balances with the related parties are disclosed in note 24.
21 FINANCIAL INSTRUMENTS
FINANCIAL ASSETS BY CATEGORY
The IAS 39 categories of financial assets included in the Statement
of financial position and the headings in which they are included
are as follows:
2018 2017
GBP'000 GBP'000
------------------------------------------------ ------------ -----------
Financial assets:
Cash and cash equivalents 5,324 3,813
Available for sale investments 31 126
Loans and receivables 286 184
------------------------------------------------- --- ------------ -----------
5,641 4,123
----------------------------------------------------- ------------ -----------
FINANCIAL LIABILITIES BY CATEGORY
The IAS 39 categories of financial liability included in the
Statement of financial position and the headings in which they
are included are as follows:
2018 2017
GBP'000 GBP'000
--------------------------------------------------- ---------- ---------
Financial liabilities at amortised cost:
Trade and other payables 100 119
Short term borrowings - -
--------------------------------------------------- ---------- ---------
100 119
--------------------------------------------------- ---------- ---------
CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities in the
Group will be able to continue as a going concern while maximising
the return to stakeholders through the optimisation of the debt
and equity balance. The capital structure of the Group consists
of debt, (previously includes the borrowings) cash and cash
equivalents and equity attributable to equity holders of the
Parent Company, comprising issued capital, reserves and retained
earnings, all as disclosed in the Statement of Financial Position.
FINANCIAL RISK MANAGEMENT OBJECTIVES
The Group is exposed to a variety of financial risks which result
from both its operating and investing activities. The Group's
risk management is coordinated by the board of directors, and
focuses on actively securing the Group's short to medium term
cash flows by minimising the exposure to financial markets.
The main risks the Group is exposed to through its financial
instruments are credit risk and liquidity risk.
21 Financial instruments (continued)
CURRENCY risk management
The Group undertakes transactions denominated in foreign currencies.
Hence, exposures to exchange rate fluctuations arise. Exchange
rate exposures are managed within approved policy parameters.
The Group does not enter into forwardexchange contracts to mitigate
the exposure to foreign currency risk as amounts paid and received
in specific currencies are expected to largely offset one another
and the currencies most widely traded are relatively stable.
The Directors consider the balances most susceptible to foreign
currency movements to be the Cash and cash equivalents.
The carrying amount of the Group's foreign currency denominated
monetary assets and monetary liabilities at the end of the reporting
period are as follow:
2018 2017
GBP'000 GBP'000
------------------------------------ ---------- ---------- --------- ---------
USD 1,086 4,234
EUR 3 274
Other - 20
-------------------------------------- ----------------- ---------- ---------- --------- ---------
Sensitivity analysis
The Group is mainly exposed to USD / GBP and EUR / GBP exchange
rates (2017: USD / GBP and EUR / GBP exchange rates). The following
table shows the Group's sensitivity to a 5% increase and decrease
in the GBP against these foreign currencies. The sensitivity
analysis includes only outstanding foreign currency denominated
monetary items and adjusts their translation at the year end
for a 5% in foreign curreny rates:
Profit/(loss) Exchange rate
2018 2017 At 31 March
Effect of 5% decrease in value GBP'000 GBP'000 2018 2017
of GBP
-------------------------------------- ---------- ---------- --------- ---------
USD 39 211 1.402 1.253
EUR 14 1.14 1.172
Effect of 5% increase in value
of GBP
USD (39) (211) 1.402 1.253
EUR - (14) 1.14 1.172
-------------------------------------- ---------- ---------- --------- ---------
In the Directors' opinion, the sensitivity analysis is unrepresentative
of the inherent exchange risk because the exposure at the end
of the reporting period does not reflect the exposure during
the year.
21 Financial instruments (continued)
Credit risk management
The Company's financial instruments, which are subject to credit
risk, are considered to be cash and cash equivalents and trade
and other receivables, and its exposure to credit risk is not
material. The credit risk for cash and cash equivalents is considered
negligible since the counterparties are reputable banks.
The Group's maximum exposure to credit risk is GBP5,610,000
(2017: GBP4,131,000) comprising trade and other receivables
and cash.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests
with the Board of Directors, which monitors the Group's short,
medium and long-term funding and liquidity management requirements
on an appropriate basis. The Group manages liquidity risk by
maintaining adequate reserves and banking facilities.
22 Called up share capital
Deferred
shares Ordinary shares
of 0.5p of 0.05p
Number Nominal Number of Nominal Share
of shares value shares value premium
GBP'000 GBP'000 GBP'000
ISSUED AND
FULLY PAID:
At 31 March 2016 56,255,351 281 1,193,098,159 597 1,713
1 for 11 share consolidation 108,463,469 543 108,463,469 54 -
Ordinary shares issued
in year 451,763,417 226 8,608
Classifed as merger
reserve in respect
of reverse acquisition (6,555)
Share issue expenses (97)
------------------------------------ --------------- ---------- --------------- ------------- -------------
At 31 March 2017 164,718,820 824 560,226,886 280 3,669
Share issues 7,000,000 4 171
Capital reduction (164,718,820) (824) (3,669)
At 31 March 2018 - - 567,226,886 284 171
------------------------------------ --------------- ---------- --------------- ------------- -------------
The Company has one class of ordinary shares, which carry no
right of fixed income.
On 2 June 2017, the Company issued 2,000,000 ordinary shares
at 2.3p per share in settlement of a compromise agreement.
On 6 September 2017, the Company issued 5,000,000 ordinary shares
at 2.575p each as bonus shares to directors.
In October 2017, the shareholders approved a capital reduction,
which was confirmed at a Court hearing. A a result of the capital
reduction all the deferred shares were cancelled, the balance
on the share premium account as at 31 March 2017 was also cancelled,
and the profit and loss account was credited with GBP4,493,000.
23 EVENTS AFTER THE REPORTING PERIOD
There have been no material events since the year end.
24 Related party tranSactions
Transactions between the Company and its subsidiaries which
are related parties have been eliminated on consolidation and
are not disclosed in these financial statements.
key management personnel
The remuneration of the directors and other key management personnel
of the Group is set out below in aggregate for each of the categories
specified in IAS 24 Related Party Disclosures. Further information
about the remuneration of individual directors of the Company
is provided in Note 9.
2018 2017
GBP'000 GBP'000
-------------------------------------------------------- ---------- ---------
Short term employee benefits 827 445
Termination benefits 46 -
-------------------------------------------------------- ---------- ---------
873 445
---------------------------------------------------------------------------- ---------- ---------
Short term employee benefits include payments made to personal
service companies of key management during the year totalled
GBP543,000 (2017: GBP345,000).
Balances with the directors at the year end are:
2018 2017
GBP'000 GBP'000
Directors' remuneration payable 8 64
Loan receivable from John Gunn (included in other
payables / other receivables) 54 -
The amount due from John Gunn was repaid in full on 18 July
2018.
transactions with other related parties
In previous years the Group charged rent and administration
services to Inspirit Energy Holdings Limited ("Inspirit"), a
Company connected to the Group, by way of John Gunn being a
director and substantial shareholder in Inspirit. The amount
due from Inspirit in respect of rent and services is summarised
as follows:
2018 2017
GBP'000 GBP'000
Total charges/(reversal of charges) in year (including
VAT) - (44)
Amount due from Inspirit at 31 March (included
in trade and other receivables) 95 123
The amount owed by Inspirit at the year end was settled by the
issue to GIS of GBP95,000 convertible loan notes.
All balances with related parties are unsecured, interest free
and do not have fixed terms of repayment.
25 CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES
The Group had no capital commitments or contingent liabilities
as at the year end (2017: GBPnil).
26 CONTRACTUAL OBLIGATIONS
The Group's future minimum lease payments in respect of non-cancellable
operating leases are as follows:
2018 2017
GBP'000 GBP'000
----------------------------------------------- ------------- ------------
Payable within 1 year 43 130
Payable within 2-5 years - 43
43 173
------------------------------------------------------------------- ------------- ------------
27 SHARE BASED PAYMENTS
EQUITY-SETTLED SHARE OPTION SCHEME
On 6 September 2017, a total of 12,000,000 options were
granted to three directors of the Company, exercisable
at 3p per share. Half of the options vested immediately
and the the other half vested on the anniversary of the
date of grant. The options expire on the fourth anniversary
of the date of grant.
On 28 September 2017, 1,750,000 options were granted on
the same terms to a fourth director.
The fair value of the options was determined using the
Black-Scholes option pricing model.
The significant inputs to the model in respect of the options
granted were as follows:
6 Sep 2017 28 Sep 2017
Grant date share
price 2.575p 2.825p
Exercise share price 3p 3p
No. of share options 12,000,000 1,750,000
Risk free rate 1% 1%
Expected volatility 50% 50%
Option life 4 years 4 years
Calculated fair
value
per share 0.89714p 1.06409p
The total share-based payment expense recognised in the
income statement for the year ended 31 March 2018 in respect
of the share options granted was GBP99,000 (2017: GBPNil).
Number Granted Exercised Cancelled Number Average Vesting Expiry
of in the in the in the of exercise Date date
options year year year options price
at at
1 Apr 31 Mar
2017 2018
--------- ---------- --------- ---------- ---------- ---------- --------- ----------
- 6,875,000 - - 6,875,000 0.92p 6.09.2017 6.09.2021
- 6,875,000 - - 6,875,000 0.92p 6.09.2018 6.09.2021
- 13,750,000 - - 13,750,000 0.92p
--------- ---------- --------- ---------- ---------- ---------- --------- ----------
28 ULTIMATE CONTROLLING PARTY
The Directors regard Mr. J Gunn as being the ultimate controlling
party, by way of his controlling interest in the issued share
capital of the Company.
Auditors' Report
The comparative figures for the financial year ended 31 March 2018 are not the Company's statutory accounts for that financial year but the consolidated accounts. Those accounts have been reported on by the Company's auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) did not give any reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under sections 498 (2) or (3) of the Companies Act 2006, relating to the accounting records of the company.
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
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September 28, 2018 12:31 ET (16:31 GMT)
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