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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Premier Veterinary Group Plc | LSE:PVG | London | Ordinary Share | GB00BSZLMS59 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 34.50 | 32.00 | 37.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Jul 2019 to Jul 2024
TIDMPVG
RNS Number : 3759N
Premier Veterinary Group PLC
29 January 2016
PREMIER VETERINARY GROUP PLC
Preliminary Announcement - Final Results for the year ended 30 September 2015
and
Notice of Annual General Meeting
London, UK, 29 January 2016 - Premier Veterinary Group plc (LSE: PVG) ("PVG" or the "Company") today announces its audited results for the year ended 30 September 2015.
Dominic Tonner, CEO of PVG commented:
"2015 has been a transformational year for the Company. Following the disposal of the veterinary clinics, management is now able to focus its attention on the development and expansion of Premier Vet Alliance which incorporates our preventative healthcare plan ("Pet Care Plan") and a veterinary buying group.
The number of pets on Pet Care Plan more than doubled to 82,000, whilst at the same time we continued to operate a successful and cash generative buying group. The strong growth in Pet Care Plan has continued since the year end and there are currently in excess of 100,000 pets benefitting from Pet Care Plan.
The Board believes that with this re-defined focus and continued investment a significant increase in shareholder value can be generated and that the Company is entering a very exciting phase of growth."
HIGHLIGHTS
-- Revenues and gross profit from continuing operations increased to GBP2.25m and GBP2.22m respectively (September 2014: GBP2.04m and GBP1.94m).
-- Pet Care Plan and PVA Buying Group contracts with over 800 veterinary clinics as at 30 September 2015.
-- Pets on Pet Care Plan more than doubled to 82,000 at 30 September 2015 (30 September 2014: 40,000).
-- Pet Care Plan launched by 58 overseas clinics achieving 3,000 pets on Pet Care Plan by 30 September 2015 (30 September 2014: nil).
-- Disposal of veterinary businesses in December 2015 for total expected cash payments of GBP6.5m (post year-end).
EVENTS
-- In November 2014: Premier Veterinary Group plc (formerly Ark Therapeutics Group plc) announced it had agreed in principle (subject to contract) terms with the majority shareholders of Premier Veterinary Group Limited (now known as PVG 2007 Limited) ("PVGL") to acquire the entire issued share capital of PVGL (the "Acquisition"). At that time, PVGL comprised two distinct businesses; the operation of veterinary practices and the provision of products and services to third party practices via its wholly-owned subsidiary Premier Vet Alliance Limited ("PVA").
-- In December 2014: the shareholders of Ark Therapeutics Group plc agreed in a General Meeting to all resolutions proposed in relation to the Acquisition including the transfer of listing category on the Official List from premium (commercial company) to standard.
-- In January 2015: completion of the transfer of the listing category on the Official List from the premium segment to the standard segment.
-- In February 2015:
-- Ark Therapeutics Group plc acquired the entire issued share capital of PVGL by way of a reverse acquisition.
-- Subscription of GBP1.2m in ordinary shares and admission to the standard listing segment of the Official List of the UK Listing Authority and admission to trading on London Stock Exchange plc's main market for listed securities.
-- Dominic Tonner, Daniel Smith and Raj Uppal appointed as Chief Executive Officer, Chief Financial Officer and Corporate Development Director, respectively.
-- In March 2015: -- Change of name to Premier Veterinary Group plc. -- Graham Dick BVSc MRCVS appointed as Non-Executive Director. -- Trade and assets of WVS Limited (a wholly owned subsidiary of PVG) were sold. -- In April 2015:
-- Final results of Premier Veterinary Group plc for the year ended 31 December 2014 published.
-- The Company's year-end was changed from 31 December to 30 September to bring it into line with its subsidiaries.
-- Trading Update issued. -- In May 2015: -- Half yearly report for the period ended 31 March 2015 published. -- Change of Auditor announced. -- In June 2015: -- Change of website address to www.premiervetgroup.co.uk announced.
30 September 2015
-- The Enlarged Group (being the Company and its group companies following completion of the Acquisition) had cash and short-term deposits of GBP0.42m at 30 September 2015 (30 September 2014: GBP0.47m).
-- Consolidated loss for the year was GBP1.0m compared to GBP0.86m for the year ended 30 September 2014.
-- Total net liabilities decreased to (GBP0.30m) as at 30 September 2015 (30 September 2014: (GBP0.66m)).
Post-period events
In December 2015: The Company announced that, following a strategic review, it had completed the sale of its wholly-owned subsidiaries, Zetland Limited, Thanet One Limited and The Veterinary Clinic (Bearwood) Limited (the "Veterinary Business") to Independent Vetcare Limited for a cash consideration of GBP4.1m (subject to an adjustment to reflect the sale on a zero net current asset basis). In addition, intercompany loan balances of GBP2.4m due from the Veterinary Business to other PVG group companies were repaid on completion. An amount of GBP1m has been placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement. The Directors expect this GBP1m to be released 12 months after completion (December 2016).
A full copy of the Company's Annual Report and Accounts for the year ended 30 September 2015 (incorporating the Notice of Annual General Meeting) ("Annual Report") will be available shortly on its website at www.premiervetgroup.co.uk within the Investor Relations section. In accordance with Listing Rule 9.6.1, the Annual Report has also been uploaded to National Storage Mechanism, and will also shortly be available for viewing.
Disclosure & Transparency Rule ("DTR") 6.3.5 requires the Company to disclose to the media certain information from its Annual Report, if that information is of a type that would be required to be disseminated in a half-yearly report. Accordingly, this announcement should be read in conjunction with and is not a substitute for reading the full Annual Report. Together these constitute the information required by DTR 6.3.5, which is required to be communicated in unedited full text through a Regulatory Information Service.
The information included in this announcement is extracted from the Annual Report which was approved by the Directors on 28 January 2016. Defined terms used in the announcement refer to terms as defined in the Annual Report unless the context otherwise requires.
ANNUAL GENERAL MEETING
The Company also today gives notice that its Annual General Meeting will be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA at 11.30 am on 23 March 2016.
The Annual Report and Notice of Annual General Meeting will be posted to shareholders in February.
For further information please contact:
Hot Features
Premium
Premier Veterinary Group pl
Tel: +44(0)117 970 4130
Iain G Ross, Non-Executive Chairman
Dominic Tonner, Chief Executive
Officer
Daniel Smith, Chief Financial
Officer
Tel: +44(0)207 929 5599
For media enquiries:
Square1 Consulting
David Bick/Brian Alexander
This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, and any statements preceded by, followed by or that include forward-looking terminology such as the words "targets", "believes", "estimates", "expects", "aims", "intends", "will", "can", "may", "anticipates", "would", "should", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, readers are cautioned not to rely on any forward-looking statement.
CHAIRMAN'S STATEMENT
Dear Shareholder
Your Company has undergone a complete business transformation and re-organisation as a result of initiatives taken before and during the period under review coupled with post-period transactions. Accordingly, the intention of this statement is to ensure that shareholders understand fully the sequence of events, the financial results for the period and the shape of the business and its focus going forward.
(MORE TO FOLLOW) Dow Jones Newswires
January 29, 2016 02:00 ET (07:00 GMT)
As indicated in the Annual Report and Accounts for the year ended 31 December 2014 (the "2014 Annual Report") it was the intention of the Directors to change the year end of Premier Veterinary Group plc (the "Company" or "PVG") from 31 December to 30 September to bring it into line with its subsidiaries. This change was effected in June 2015 and, accordingly, the first results of the Enlarged Group (being the Company and its group companies following completion of the acquisition of the entire issued share capital of Premier Veterinary Group Limited (now known as PVG 2007 Limited) ("PVGL") (the "Acquisition")) were the unaudited interim results for the six months ended 31 March 2015 which were published on 29 May 2015. The results contained in this Annual Report include, therefore, the full year of PVGL's trading activities to 30 September 2015 (and comparative figures for the year ended 30 September 2014) on the basis that the Company had been acquired by PVGL, notwithstanding that the Acquisition was made on 5 February 2015.
Overview
As more fully described in the 2014 Annual Report, in November 2014 we announced that the Company had agreed in principle (subject to contract) terms with the majority shareholders of PVGL to acquire the entire issued share capital of PVGL. In order to facilitate the Acquisition, the Company proposed to transfer its listing category on the Official List from premium to standard, as more fully explained in the Circular posted to shareholders on 21 November 2014 (the "Circular"). At the General Meeting on 11 December 2014 shareholders approved the transfer and the change took place on 15 January 2015. The move to a standard listing enables the Company to implement other transactions, which might be in the interests of the Company, such as acquisitions or disposals, in a shorter timescale and at a lower expense.
A standard listing requires a company to comply with a minimum level of regulatory requirements, but does not require compliance with the super-equivalent provisions of the Listing Rules, which apply only to companies with a premium listing. Despite this reduction in governance requirements, the Board is working towards following the UK Corporate Governance Code (the "Code") insofar as the Board considers the principles of the Code to be appropriate and reasonable for the Company taking into account its current size and nature. We have reported on our informal corporate governance arrangements, including those aspects of the Code we consider to be relevant to the Company and by drawing upon best practice available, but we have not applied the comply or explain principles of the Code.
On 28 January 2015 the Company announced that it had entered into a share sale and purchase agreement with Raj Uppal, Dominic Tonner and Berkeley Burke Trustee Company Limited (the trustee of Mr Tonner's pension scheme) to acquire 75.8% of the issued share capital of PVGL. The sellers invoked the drag-along provisions contained in PVGL's articles of association to enable the Company to acquire the entire issued share capital of PVGL.
On 5 February 2015, the Company agreed to pay cash of GBP3,731.18 to acquire 100% of the issued share capital of PVGL. This transaction fell outside the scope of IFRS 3 ("Business Combinations") as it was a reverse acquisition into a listed shell, but the Enlarged Group has adopted certain of the requirements of IFRS 3 in accounting for the reverse acquisition. The accounting policy is set out in the selected notes to the financial information below. Immediately prior to the Acquisition, the Company was deemed to be a cash shell and, as such, was not classified as a business under IFRS 3 Business Combinations and, therefore, the Acquisition was outside the scope of IFRS 3. As such, in accordance with Listing Rule LR 5.6.4, and by virtue of the relative size of PVGL when compared with the Company, and the fact that a number of the former shareholders of PVGL together retained the largest portion of voting rights in the combined entity, the accounting acquirer has been determined to be PVGL and the accounting acquiree, the Company.
The Company's shares remained suspended pending publication of a prospectus seeking re-admission of the Company's shares on the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange (the "Prospectus"). The Prospectus was published on 26 February 2015 and the re-admission of the Company's entire issued Ordinary Share capital to the standard listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of London Stock Exchange plc became effective on 27 February 2015 ("Admission").
A number of investors had conditionally agreed to subscribe for shares for an aggregate value of GBP1.2m at an issue price per share of 10.1 pence against a then nominal value per share of 10 pence (the "Subscription"). On 11 December 2014, in order to facilitate this, the Company's share capital was reorganised by a special resolution to create Ordinary Shares with a nominal value of 10 pence each and a Deferred Share with a nominal value of 90 pence. Simultaneous with Admission, the Subscription also took place and the monies are primarily being used as working capital in the Enlarged Group's business. As a result of this investment, the Company's then existing shareholders owned 15% of the Ordinary Shares at Admission, and a number of the former shareholders of PVGL became the majority shareholders of the Company.
Further to the approval of shareholders at the General Meeting in December 2014, with effect from 5 March 2015, Ark Therapeutics Group plc changed its name to Premier Veterinary Group plc to reflect the Company's new business model and strategy.
On 31 March 2015 the trade and assets of WVS Limited ("WVS") were sold for a consideration of GBP0.2m payable in cash. WVS was a sole veterinary practice operating outside of PVG's core geographical areas. For the six-month period ended 31 March 2015 it generated revenues of GBP0.095m and incurred a pre-tax loss of GBP0.012m not taking into account the impact of the sale of the trade and assets.
Post-period events
As announced on 21 December 2015, following a strategic review, the Company completed the sale of its remaining veterinary practices Zetland Limited, Thanet One Limited and The Veterinary Clinic (Bearwood) Limited ("the Veterinary Business") to Independent Vetcare Limited for cash consideration of GBP4.1m (the "Disposal") (subject to an adjustment to reflect the sale on a zero net current asset basis). In addition, intercompany loan balances of GBP2.4m due from the Veterinary Business to other PVG group companies were repaid on completion. The consideration received from the Disposal and repayment of intercompany loans amounting in aggregate to GBP6.5m has allowed the Company to repay all of its debt and, after allowing for transaction costs and acceleration of fees relating to the debt repayment, has increased net assets by GBP4.0m. It will also enable the Company to accelerate the roll-out of its Pet Care Plan business in multiple overseas territories. An amount of GBP1m has been placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement. The Directors expect this GBP1m to be released 12 months after completion (December 2016).
Board and Management
The Directors remain committed to maintaining the highest standards of transparency, ethics and corporate governance whilst also providing leadership controls and strategic oversight to ensure that we deliver value to all the Company's shareholders. Each Director brings independence of character and judgment to the role. Board and Committee meetings are characterised by robust, constructive debate based on high quality reporting from management, and the Board keeps its performance and core governance principles under regular review.
On Admission, Dominic Tonner, Daniel Smith and Raj Uppal were appointed as Executive Directors of the Company in the roles of Chief Executive Officer, Chief Financial Officer and Corporate Development Director respectively. At the same time, Dr David Venables and Dr Bloxham resigned as Directors, as did Sue Steven, although Sue continues in her role as Company Secretary.
On 9 March 2015 Graham Dick BVSc, MRCVS was appointed to the Board as an independent Non-Executive Director. It is the Company's intention to appoint a further independent Non-Executive Director in due course.
Results
The Enlarged Group ended the year with cash and short-term deposits of GBP0.42m compared to GBP0.47m at the end of September 2014. Total income including discontinued operations for the year ended 30 September 2015 was GBP7.9m compared with GBP7.8m last year. The total volume of direct debits processed under Pet Care Plan increased to 794k in the year to 30 September 2015 (30 September 2014: 481k). Total net liabilities decreased to (GBP0.30m) as at 30 September 2015 (30 September 2014: (GBP0.66m)).
Veterinary businesses EBITDA before central costs increased to GBP0.66m prior to the sale of Zetland Limited, Thanet One Limited and The Veterinary Clinic (Bearwood) Limited for cash consideration of GBP6.5m in December 2015.
PVA UK operations EBITDA increased to GBP1.21m in the year ended 30 September 2015 (30 September 2014: GBP0.84m), with PVA holding 880 clinic relationships across the UK, Republic of Ireland, Netherlands and Denmark.
The loss for the year was GBP1m compared to GBP0.86m for the year ended 30 September 2014 and largely related to the costs incurred as a result of the progression of the Acquisition to completion.
It is, at present, intended that no dividends will be paid by the Company. The position will be reviewed if future operations lead to significant levels of distributable profits, taking into account any earnings, of which there can be no assurance, to be reinvested in the Enlarged Group's business.
Outlook
(MORE TO FOLLOW) Dow Jones Newswires
January 29, 2016 02:00 ET (07:00 GMT)
As a result of this business transformation your Company is now focused on the development of its veterinary services and in particular the roll-out of its Pet Care Plan business in multiple overseas territories. Your Board believes with this re-defined focus and continued investment that a significant increase in shareholder value can be generated over time and that the Company is entering a very exciting phase of development.
I would like to take this opportunity of thanking the shareholders for their continued support throughout this period of transition and also to recognise the vision, industry and tenacity of the management team and staff under the leadership of our CEO, Dominic Tonner. I look forward to updating you on future developments.
Iain Ross
Chairman
Premier Veterinary Group plc
28 January 2016
OPERATIONAL REVIEW FOR THE YEAR ENDED 30 SEPTEMBER 2015
At the time of the Acquisition, PVG comprised two distinct businesses; the operation of veterinary practices and the provision of products and services to third party practices via its wholly-owned subsidiary Premier Vet Alliance Limited ("PVA").
On 31 March 2015 the trade and assets of WVS Limited ("WVS") were sold for a consideration of GBP0.2m payable in cash. WVS was a sole veterinary practice operating outside of PVG's core geographical areas. The remaining veterinary practices were sold post period, further details can be found below in the "Post-period event" section.
PVA's services to third party practices include the administration of a preventative healthcare program for pets branded "Pet Care Plan", and the operation of a buying group (the "PVA Buying Group"), which offers enhanced discounts to member practices.
Pet Care Plan is a structured, preventative healthcare program for cats, dogs and rabbits and is available through veterinary practices. The program is seen as a way of providing gold standard care for pets at an affordable price for the client, by way of fixed monthly payments.
Revenues from Pet Care Plan covering pets in the rest of Europe were generated for the first time in the second half of the reporting period. This was achieved through PVA launching Pet Care Plan in Denmark, the Netherlands and Ireland. As at 30 September 2015, agreements had been entered into with 96 third party clinics in these countries through which Pet Care Plan is already providing benefits to pets and their owners.
The other aspect of PVA's business, the PVA Buying Group, is now the UK's largest veterinary buying group without group interests in veterinary practices or veterinary wholesalers. The level of PVA Buying Group members has remained in line with figures previously reported. The Company is continuing to enhance the service offered to clinics which it is believed will bring added value to its members.
Post-period event
As reported in the Chairman's statement above, the Company announced on 21 December 2015 that it had completed the sale of its remaining veterinary practices Zetland Limited, Thanet One Limited and The Veterinary Clinic (Bearwood) Limited (the "Veterinary Business") to Independent Vetcare Limited for cash consideration of GBP4.1m (the "Disposal") (subject to an adjustment to reflect the sale on a zero net current asset basis). In addition, intercompany loan balances of GBP2.4m due from the Veterinary Business to other PVG group companies were repaid on completion. The consideration received from the Disposal and repayment of intercompany loans amounting in aggregate to GBP6.5m has allowed the Company to repay all of its debt and, after allowing for transaction costs and acceleration of fees relating to the debt repayment, has increased net assets by GBP4.0m. An amount of GBP1m has been placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement. The Directors expect this GBP1m to be released 12 months after completion (December 2016).
The Disposal resulted from a strategic review of the Company's portfolio of assets, their potential and alternative strategies to optimise shareholder value. The PVA business has been identified as PVG's key long-term value driver and the additional resources resulting from the Disposal will enable the Company to accelerate the roll-out of the Pet Care Plan business in multiple overseas territories, and to expand the PVA business, leading to enhancement of shareholder value. The Disposal also re-enforces PVA's independence in terms of the provision of services to third party clinics.
The pet care market outlook continues to look positive. The Board remains confident in the Enlarged Group's prospects and that trading in the current financial year will be in line with expectations. However, as previously reported, a significant investment will be required in connection with the global expansion plans, which will have an impact on the Enlarged Group's profitability.
FINANCIAL REVIEW FOR THE YEAR ENDED 30 SEPTEMBER 2015
The following review should be read in conjunction with the financial statements and related notes contained in the Annual Report.
On 5 February 2015, the Company agreed to pay cash of GBP3,731.18 to acquire 100% of the issued share capital of PVGL. This transaction fell outside the scope of IFRS 3 ("Business Combinations") as it was a reverse acquisition into a listed shell, but the Enlarged Group has adopted certain of the requirements of IFRS 3 in accounting for the reverse acquisition. The accounting policy is set out in the selected notes to the financial information below. Immediately prior to the Acquisition, the Company was deemed to be a cash shell and, as such, was not classified as a business under IFRS 3 Business Combinations and, therefore, the Acquisition was outside the scope of IFRS 3. As such, in accordance with Listing Rule LR 5.6.4, and by virtue of the relative size of PVGL when compared the Company, and the fact that a number of the former shareholders of PVGL together retained the largest portion of voting rights in the combined entity, the accounting acquirer has been determined to be PVGL and the accounting acquiree, the Company.
The Enlarged Group's loss after tax for the year ended 30 September 2015 was GBP1.0m (year ended 30 September 2014: a loss after tax of GBP0.86m). Operational efficiencies put in place by management during 2014 were largely offset against the investment required in developing the PVA international business.
PVA's revenues increased by 11.5% to GBP2.28m for the year ended 30 September 2015 (GBP2.04m for the year ended 30 September 2014). This growth was driven by increased numbers of pets covered by PVA's Pet Care Plan.
PVA's administrative expenses before central overhead recharges for the period totalled GBP1.52m following the investment required to introduce Pet Care Plan programs to the Irish, Dutch and Danish markets (year ended 30 September 2014: GBP1.12m).
The PVA UK operations EBITDA increased to GBP1.21m in the year ended 30 September 2015 (30 September 2014: GBP0.84m).
The share-based compensation charge for the period was GBP0.02m (30 September 2014: GBPnil).
Revenues for PVG's veterinary practices for the year ended 30 September 2015 were GBP5.63m, broadly in line with the corresponding period last year. Profitability was, however, significantly increased (gross profit increased from 48.1% to 52.3%) as a result of initiatives previously put in place. Veterinary Businesses EBITDA before central costs increased to GBP0.66m in the year ended 30 September 2015 (30 September 2014: GBP0.27m) and the improved performance enabled the Enlarged Group to undertake the Disposal. The consideration received from the Disposal and repayment of intercompany loans amounting in aggregate to GBP6.5m has allowed the Company to repay all of its debt and, after allowing for transaction costs and acceleration of fees relating to the debt repayment, has increased net assets by GBP4.0m. An amount of GBP1m has been placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement. The Directors expect this GBP1m to be released 12 months after completion (December 2016). On 31 March 2015 the trade and assets of WVS Limited ("WVS") were sold for a consideration of GBP0.2m payable in cash. For the six months ended 31 March 2015 WVS generated revenues of GBP0.095m and incurred a pre-tax loss of GBP0.012m, not taking into account the impact of the sale of the trade and assets.
Due to the profits generated by the veterinary businesses, the Disposal is expected to have a negative impact on profitability. However, as noted, the consideration received will enable the Enlarged Group to invest in the growth of the Pet Care Plan business internationally.
The Enlarged Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Enlarged Group to the fund and into personal arrangements in respect of the period.
Net liabilities were (GBP0.30m) at 30 September 2015 (at 30 September 2014: (GBP0.66m)). The post year end position improved by approximately GBP4m as a result of the Disposal. The Disposal enabled the repayment of the debt and allowed the Company to invest further in PVA.
Cash and short-term deposits were GBP0.42m as at 30 September 2015 (at 30 September 2014: GBP0.47m).
Events after balance sheet date
(MORE TO FOLLOW) Dow Jones Newswires
January 29, 2016 02:00 ET (07:00 GMT)
As more fully explained in the Operational Review above, on 21 December 2015 the Company announced the completion of the sale of its remaining veterinary practices, Zetland Limited, Thanet One Limited and The Veterinary Clinic (Bearwood) Limited for total cash payments of GBP6.5m. An amount of GBP1m has been placed into escrow to cover potential liabilities under warranty and indemnity provisions in the sale and purchase agreement. The Directors expect this GBP1m to be released 12 months after completion (December 2016). Due to the significant change in the balance sheet post year-end, an unaudited pro-forma balance sheet has been included below to illustrate the impact on the Enlarged Group, had the transaction completed on 30 September 2015.
As at 30 September As at 30 September
2015 2015
GBP'000 GBP'000
Pro-forma unaudited Audited
Non-current assets
Property, plant and equipment 325 325
Other intangible assets 5 5
-------------------- -------------------
Total non-current assets 330 330
Current assets
Trade and other receivables 1,578 578
Cash and cash equivalents 2,869 421
-------------------- -------------------
4,447 999
Assets in disposal groups classified
as held for sale 2,982
Total current assets 4,447 3,981
Total assets 4,777 4,311
==================== ===================
Equity attributable to equity holders
of the Company
Called up share capital 3,279 3,279
Share premium 118,947 118,947
Share based payments reserve 20 20
Reverse acquisition reserves (117,159) (117,159)
Retained earnings (1,252) (5,384)
-------------------- -------------------
Total equity 3,835 (297)
Current liabilities
Trade and other payables 896 896
Loans and borrowings 26 291
922 1,187
Liabilities directly associated with
assets in disposal groups classified
as held for sale - 832
Total current liabilities 922 2,019
Non-current liabilities
Loans and borrowings 10 2,579
Deferred tax provision 10 10
-------------------- -------------------
Total non-current liabilities 20 2,589
Total liabilities 942 4,608
Total equity and liabilities 4,777 4,311
==================== ===================
Going concern
The consolidated financial statements have been prepared on a going concern basis. The Enlarged Group made a loss of GBP1.0m in the year ended 30 September 2015 and ended the year with net liabilities of (GBP0.30m). However, as announced on 21 December 2015, the Veterinary Business was disposed of for cash consideration of GBP4.1m (subject to an adjustment to reflect the sale on a zero net current asset basis). In addition, intercompany loan balances of GBP2.4m due from the Veterinary Business to other PVG group companies were repaid on completion.
The Directors consider that following the Disposal, the cash held within the Enlarged Group enables them to meet all current liabilities as they fall due. After consideration of market conditions, the Enlarged Group's financial position, its profile of cash generation and after making enquiries, the Directors have a reasonable expectation, as indicated by the financial forecasts of the Enlarged Group (which take into account the risks facing the Enlarged Group), that at the time of approving the financial statements both the Company and the Enlarged Group have adequate resources available to continue operating in the foreseeable future. For this reason, the going concern basis continues to be adopted in preparing the financial statements.
Outlook
As detailed in the 'strategy and key performance indicator' section below, management is working to identify further countries whose veterinary markets are a natural fit for PVA's Pet Care Plan model.
There is an opportunity to continue to grow in the markets where PVA currently has relationships and also to expand the business globally.
In addition, the management team recognises that there are good indicators for further growth within the UK independent veterinary market of approximately 3,500 clinics.
Progress in respect of Danish clinics has been slower than anticipated and no launches have been carried out in Sweden and Norway. However, we continue to work to fulfil the contract with the Nordic operator and to generate future benefits for the Enlarged Group.
2015 has been an exciting year for the Company and I am very pleased that, following the Disposal, management is now able to centre its attention on the development and expansion of the PVA business.
Our employees are one of our key strengths and, firstly, I would like to express my gratitude to our former colleagues in the Veterinary Business for their support and dedication prior to the Disposal and also to thank the remaining team for their ongoing contribution.
I look forward to announcing future developments in due course.
Dominic Tonner
Chief Executive Officer
Premier Veterinary Group plc
28 January 2016
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Annual Report, Directors' remuneration report and the financial statements in accordance with applicable laws and regulations.
Company law requires the Directors to prepare such financial statements for each financial year. Under that law the Directors are required to prepare financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU"). Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Enlarged Group and of the profit or loss of the Company and the Enlarged Group for that period. In preparing these financial statements, the Directors are required to:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
-- make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and Article 4 of IAS Regulation. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors confirm to the best of their knowledge that:
(a) the Enlarged Group financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;
(b) the Annual Report, including the Strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that it faces; and
(c) the Annual Report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's performance, business model and strategy.
By order of the Board
Iain Ross Dominic Tonner Director Director 28 January 2016 28 January 2016
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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 30 SEPTEMBER 2015
Year Year
ended ended
30 September 30 September
2015 2014
Note GBP'000 GBP'000
Revenue 3 2,254 2,041
Cost of sales (31) (105)
-------------- --------------
Gross profit 2,223 1,936
Administrative expenses (2,954) (2,042)
-------------- --------------
Loss from operations (731) (106)
Finance expense (861) (811)
-------------- --------------
Loss before income tax (1,592) (917)
Income tax (expense)/credit - -
-------------- --------------
Loss from continuing operations (1,592) (917)
Profit on discontinued operations, net
of tax 595 53
-------------- --------------
Loss and total comprehensive income for
the year attributable to equity holders
of the parent company (997) (864)
============== ==============
Loss per share for loss from continuing
operations attributable to the owners of
the parent during the period:
Basic (pence) 4 (17.5) (43.8)
Diluted (pence) 4 (17.5) (43.8)
-------------- --------------
Loss per share for loss attributable to
the owners of the parent during the period
Basic (pence) 4 (10.9) (41.3)
Diluted (pence) 4 (10.9) (41.3)
-------------- --------------
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2015
As at As at
30 September 30 September
2015 2014
GBP'000 GBP'000
Non-current assets
Property, plant and equipment 325 505
Goodwill - 1,454
Other intangible assets 5 53
Deferred tax asset - -
-------------- --------------
Total non-current assets 330 2,012
Current assets
Inventories - 104
Trade and other receivables 578 783
Cash and cash equivalents 421 470
-------------- --------------
999 1,357
Assets in disposal groups classified
as held for sale 2,982 -
Total current assets 3,981 1,357
Total assets 4,311 3,369
============== ==============
Equity attributable to equity holders
of the Company
Called up share capital 3,279 2,092
Share premium 118,947 118,937
Share based payments reserve 20 -
Reverse acquisition reserves (117,159) (117,298)
Retained earnings (5,384) (4,387)
-------------- --------------
Total equity (297) (656)
Current liabilities
Trade and other payables 896 1,221
Financial liabilities 291 2,666
1,187 3,887
Liabilities directly associated with
assets in disposal groups classified
as held for sale 832 -
Total current liabilities 2,019 3,887
Non-current liabilities
Financial liabilities 2,579 128
Deferred tax provision 10 10
-------------- --------------
Total non-current liabilities 2,589 138
Total liabilities 4,608 4,025
Total equity and liabilities 4,311 3,369
============== ==============
The financial statements were approved and authorised for issue by the Board and authorised for issue on 28 January 2016. They were signed on its behalf:
Dominic Tonner Iain Ross Director Director 28 January 2016 28 January 2016
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2015
Share
based Reverse
Share Share payments acquisition Retained
capital premium reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 October 2013 2,092 118,937 - (117,790) (3,522) (283)
Loss and total comprehensive
income for the year: - - - - (865) (865)
Arising on reverse acquisition - - - 492 - 492
Balance as at 1 October 2014 2,092 118,937 - (117,298) (4,387) (656)
Loss and total comprehensive
income for the period: - - - - (997) (997)
Credit to equity for share
based compensation - - 20 - - 20
Arising on reverse acquisition - - - 139 - 139
Transactions with owners:
Shares issued 1,187 10 - - - 1,197
Balance as at 30 September
2015 3,279 118,947 20 (117,159) (5,384) (297)
========= ========= ========== ============= ========== ========
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2015
12 months ended 12 months ended
30 September 30 September
2015 2014
GBP'000 GBP'000
Cash flows from:
Continuing operating activities
Loss before income tax (1,592) (917)
Finance expense 861 812
Depreciation of property, plant and equipment 92 124
Amortisation of intangible assets 2 -
(Increase)/decrease in trade and other receivables 163 21
Increase/(decrease) in trade and other payables 626 (1,626)
---------------- ----------------
Cash generated/(used in) from continuing operations 152 (1,486)
Discontinued operating activities 223 488
---------------- ----------------
Cash generated/(used in) from operations 375 (998)
Income taxes - -
---------------- ----------------
Net cash inflow/outflow from operating activities 375 (998)
Investing activities
Purchase of PPE (226) (17)
Loss Disposal of PPE (15) -
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Purchase of Intangible assets (7) -
Purchase of business combinations (net of cash acquired) 17 -
---------------- ----------------
Net cash used in continuing investing activities (231) (17)
Discontinued investing activities (413) (42)
---------------- ----------------
Net cash used in investing activities (644) (59)
Financing activities
Issue of new shares (net of costs) 1,197 492
Loan notes issued and other loans received - 1,750
Repayment of loan notes - (300)
Repayment of bank loans (79) (12)
Payment of finance leases (44) (80)
Interest paid (600) (418)
---------------- ----------------
Net cash generated from continuing financing activities 474 1,432
Discontinued financing activities - -
---------------- ----------------
Net cash generated from financing activities 474 1,432
Net increase in cash and cash equivalents 205 375
Cash and cash equivalents at beginning of period 458 83
Cash and cash equivalents at end of period 663 458
================ ================
Shown as:
Cash and cash equivalents in continuing activities 421 470
Cash and cash equivalents in discontinued activities 242 -
Bank overdrafts - (12)
663 458
================ ================
SELECTED NOTES TO THE FINANCIAL INFORMATION
1 Presentation of financial information
These results for the year ended 30 September 2015 are an excerpt from the Annual Report and Accounts for the year ended 30 September 2015 and do not constitute the Company's statutory accounts for the years ended 30 September 2015 or 2014. Statutory accounts for the years ended 31 December 2013 and 31 December 2014 have been delivered to the Registrar of Companies, and those for the year ended 30 September 2015 will be delivered in due course. The then Auditor, Deloitte LLP, had reported on both those accounts: Their reports for the years ended 31 December 2013 and 31 December 2014 were unqualified and did not contain statements under Sections 498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation.
Whilst the financial information included in this Annual Results release has been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS. Full Financial Statements that comply with IFRS are included in the Annual Report and Accounts for the year ended 30 September 2015 which is available at www.premiervetgroup.co.uk, hard copies of which will be distributed in due course.
On 5 February 2015, Premier Veterinary Group plc (formerly Ark Therapeutics Group plc) agreed to pay cash of GBP3,731.18 to acquire 100% of the issued share capital in PVG 2007 Limited (formerly Premier Veterinary Group Limited) ("PVGL"). This transaction falls outside the scope of IFRS 3 ("Business Combinations"), as it is a reverse acquisition into a listed shell, but the Enlarged Group has adopted certain of the requirements of IFRS 3 in accounting for the reverse acquisition. The accounting policy adopted has been set out below. Immediately prior to the reverse acquisition the Company was deemed to be a cash shell and as such was not classified as a business under IFRS 3 Business Combinations and therefore the acquisition is outside the scope of IFRS 3. As such, in accordance with the Listing Rules LR 5.6.4, and by virtue of the relative size of PVGL when compared to the Company, the accounting acquirer has been determined to be PVGL and the accounting acquiree, the Company.
The consolidated financial statements are presented as a continuation of the financial statements of the private operating entity, PVGL. The consideration transferred has been measured at fair value and has been calculated as the value of the shares acquired. The assets and liabilities of the Company have been recognised at fair value at the acquisition date. There was no surplus in the consideration transferred over the fair value of the net identifiable assets of the Company arising on the acquisition plus the cost of listing. All other transaction costs have been recognised as expenditure.
The share capital and share premium at the period end represent the equity structure of the legal parent including the equity instruments issued by the legal parent to effect the transaction. This has been effected by the creation of another reserve to reflect the reverse acquisition.
2 Going concern
The consolidated financial statements have been prepared on a going concern basis. The Enlarged Group made a loss of GBP997,000 in the year ended 30 September 2015 and ended the year with net liabilities of GBP297,000. However, as announced on 21 December 2015, following a strategic review, the Company completed the sale of its remaining veterinary practices Zetland Limited, Thanet One Limited and The Veterinary Clinic (Bearwood) Limited ("the Veterinary Business") to Independent Vetcare Limited for cash consideration of GBP4.1m (the "Disposal") (subject to an adjustment to reflect the sale on a zero net current asset basis). In addition, intercompany loan balances of GBP2.4m due from the Veterinary Business to other PVG group companies were repaid on completion. The effect on the Enlarged Group balance sheet is presented in the pro-forma summary balance sheet contained on in the Financial Review above.
The Directors consider that following the disposal of the veterinary businesses, the cash held within the Enlarged Group enables them to meet all current liabilities as they fall due. After consideration of market conditions, the Enlarged Group's financial position, its profile of cash generation and after making enquiries, the Directors have a reasonable expectation, as indicated by the financial forecasts of the Enlarged Group (which take into account the risks facing the Enlarged Group), that at the time of approving the financial statements both the Company and the Enlarged Group have adequate resources available to continue operating in the foreseeable future. For this reason, the going concern basis continues to be adopted in preparing the financial statements.
3 Segmental reporting
As defined under International Financial Reporting Standard 8 (IFRS 8) management have defined that the Enlarged Group's Management currently identifies the Enlarged Group's four divisions as operating segments as this is the basis on which results are considered by the Chief Executive Officer. Administrative expenses (including amortisation, impairment and depreciation), finance costs and income tax expenses are monitored centrally and are not allocated to operating segments. Further to this, assets and liabilities are not allocated to operating segments as they are shared by the Enlarged Group. These operating segments are monitored and strategic decisions are made on the basis of adjusted segment operating results. The four divisions are categorised as follows:
-- Vets business: Day to day running of veterinary practices.
-- Pet care plan: Fees received for the collection and management of direct debits on behalf of veterinary practices external to the Enlarged Group are recognised on a receipts basis. A flat fee is received for every direct debit collected. This division is divided into UK and overseas.
-- Buying Group: Management fees are earned when a member practices purchases goods and becomes entitled to negotiated rebates and discounts. These are recognised once there is a legal entitlement to receive. In general, this is during the month in which the Buying Group members' spend occurs.
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