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ULS Uls Technology Plc

73.00
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Uls Technology Plc LSE:ULS London Ordinary Share GB00BNG8T458 ORD 0.4P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 73.00 72.40 73.80 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

ULS Technology PLC Half-year Report (1092J)

03/12/2018 7:00am

UK Regulatory


Uls Technology (LSE:ULS)
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TIDMULS

RNS Number : 1092J

ULS Technology PLC

03 December 2018

ULS Technology plc

(The "Group" or the "Company")

Half Yearly Report

"Gains in market share drive increases in revenue, profits and dividends"

ULS Technology plc (AIM: ULS), the provider of online B2B platforms for the UK conveyancing and financial intermediary markets, announces its half yearly results for the six months to 30 September 2018.

The Group continued to increase its market share and grow revenue and profits during the period despite housing market transactions being lower year-on-year.

Financial Highlights

   --     Revenue increased by 3% to GBP15.79m (H1 2017: GBP15.28m) 
   --     Underlying Profit before Tax(1) increased by 6% to GBP2.89m (H1 2017: GBP2.74m) 
   --     Adjusted basic EPS(1) increased by 7% to 3.73p (H1 2017: 3.49p) 
   --     Net debt and equivalents of GBP3.4m as at 30 September 2018 (FY 2017: GBP2.3m) 

o Payment of contingent consideration of GBP2.9m in the period

   --     Interim dividend of 1.20p per share, an increase of 4% on the same period last year 

(1) . Before acquisition intangibles, amortisation and exceptional costs. Exceptional costs of GBP0.32m relate to the NPV movement in the estimated earn-out payable for the acquisition of CAL.

Operating Highlights

   --     Further growth in market share particularly, within the re-mortgage transaction segment 
   --     Continued expansion of the sales team, focusing on intermediary market 
   --     Key elements of "DigitalMove" project fully developed and ready for launch in January 2019 

Post Period Events

   --     New conveyancing Services agreed with Hunters Estate Agents and Which? Mortgage Advisers 

o Further strengthening customer base and routes to market

   --     Strengthening of the Board with Martin Rowland joining as a NED 

o Adds significant expertise and knowledge base

Steve Goodall, Chief Executive of ULS Technology plc, commented:

"We are pleased with our performance in the first half of the year especially given the wider economic environment. We once again outperformed the market in both transactional and re-mortgage volumes.

"We also increased our sales resource during the period and have concentrated both on increasing the number of advisers who use our systems and how often they use them. We will continue to focus in this area over the coming months and expect these efforts to continue to deliver new contract wins.

"We have a number of new products in development and have many active conversations with various parties throughout the industry, where there is widespread interest in how to improve the customer journey. We are particularly excited about DigitalMove, which will be launched in January 2019 and will be a major step forward in the way that many consumers interact with their conveyancer."

Enquiries:

 
  ULS Technology plc                                           Tel: 01844 262392 
  Geoff Wicks, Chairman 
  Steve Goodall, CEO 
  John Williams, Finance Director 
  Numis Securities Limited (Nomad &                           Tel: 0207 260 1000 
   Broker) 
  Stuart Skinner / Paul Gillam, Corporate 
   Advisory 
  Michael Burke, Corporate Broking 
  Walbrook PR Limited                        ulsgroup@walbrookpr.com or Tel: 020 
                                                                       7933 8780 
  Paul Cornelius 
  Helen Cresswell 
   Sam Allen 
   Nick Rome 
 
 

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014) prior to its release as part of this announcement.

Chief Executive's Report

This has been my first reporting period as CEO of the Group and it has been a successful one in the face of market uncertainty on many fronts. Over the last decade or so, we have forged close working relationships with a growing number of the most successful mortgage intermediaries and lenders. These relationships, together with our continued investment in technology and customer service, have underpinned our strong performance during the period.

It has therefore been an exciting time to take on the CEO role. There is a real desire in the markets in which we operate to make the home-moving experience better for everyone. We are helping to drive this process and are having discussions with a variety of parties across the industry as to how we can make this happen. These developments have the potential to underpin organic growth and the overall health of the Group for many years to come.

A prime driver behind this will be our launch of DigitalMove in January 2019. DigitalMove is a customer focussed online platform that enables the customer to communicate with their conveyancer in a user-friendly, digital environment which is safe and secure with the potential to take weeks off the house-moving process. Following the planned launch, we are working to a roadmap of product enhancements that will be rapidly delivered and rolled out across all of our distribution base and beyond as DigitalMove has the potential to open up new markets and new customers for the Group as well as enhancing the home-moving experience for our existing customers.

Strategy

The Group's strategy remains to grow market share and value though focusing on continual improvement, innovation and quality, while being alive to potential acquisitions.

The tactics to achieve this strategy are:

-- Focus on our distribution. We have an enviable list of distributors who promote our platforms and we have increased resource to ensure there is complete focus on our distribution. This guarantees that we are in regular contact with them and that they receive the service and products that they need and expect.

   --     Product development. The Group has always been innovative. However, during this year we have significantly increased resource in our product development team as we look to accelerate delivery of new products. This will accelerate the launch and development of DigitalMove, as well as other new products for lenders and New Build, without compromising enhancements to our existing comparison platforms. 

-- Acquisitions. Although not completing any acquisitions in the reporting period it remains a key part of our growth strategy and we will continue to seek and pursue opportunities.

Non-IFRS Profit Measures

In the Financial Highlights above we show the movement in Underlying Profit before Tax. This is a non-IFRS profit measure and the table below shows how that measure is arrived at from IFRS profit.

Underlying Profit before Tax

 
                                      6 months     6 months 
                                     to 30 Sep    to 30 Sep        Year to 
                                          2018         2017    31 Mar 2018 
                                       GBP'000      GBP'000        GBP'000 
 
 Reported PBT                            2,296          626          2,735 
 
 Amortisation of intangible 
  assets arising on acquisition            270          240            540 
 Exceptional costs 
 Acquisition activity costs                  -           77             85 
 Adjustment of contingent 
  consideration                            323        1,795          2,153 
 
                                         2,889        2,738          5,513 
                                  ------------  -----------  ------------- 
 

Underlying Profit after Tax

 
                                    6 months     6 months 
                                   to 30 Sep    to 30 Sep        Year to 
                                        2018         2017    31 Mar 2018 
                                     GBP'000      GBP'000        GBP'000 
 
 Underlying Profit before 
  tax                                  2,889        2,738          5,513 
 
 Tax on profit on ordinary 
  activities                           (434)        (438)          (769) 
 Tax relating to amortisation 
  of intangibles arising on 
  acquisition                           (48)         (42)           (96) 
 
                                       2,407        2,258          4,648 
                                ------------  -----------  ------------- 
 

We believe that providing details of how these non-IFRS profit measures are calculated by reference to the IFRS profit number helps aid the understanding of the movement in the IFRS number as well as giving an indication to the long-term profitability and cash generating ability of the Group.

Interim Dividend

The Company is pleased to announce that it will pay an interim dividend of 1.20 pence per share; this is a four per cent increase on the dividend paid for the six months to 30 September 2018. The dividend record date is 14 December 2018, and the dividend is expected to be paid on 4 January 2019.

Board Changes

We have recently announced the appointment of Martin Rowland as Non-Executive Director. Martin will Chair the Audit Committee as well as being a member of the Remuneration and Nominations Committees.

Outlook

The macro-economic environment for the last few months has been uncertain. This has fed through to a reduction in housing activity. The feeling in the market is that some potential house buyers are sitting on their hands until there is greater clarity over economic prospects and house prices before entering the market. It seems certain that Brexit is the main driver behind this uncertainty. As things become clearer during 2019, we expect market activity to return to normal levels.

The medium-term prospects for technology providers to the housing market remain positive and therefore we will continue to invest in both sales and product to deliver long-term profitable growth.

Steve Goodall

Chief Executive Officer

UNAUDITED INCOME STATEMENT

Six months to 30 September 2018

 
                                Note      6 months         6 months     Year ended 
                                         to 30 Sep        to 30 Sep    31 Mar 2018 
                                              2018             2017 
                                         Unaudited        Unaudited        Audited 
                                          GBP'000s         GBP'000s       GBP'000s 
 
 Revenue                                    15,795           15,282         30,672 
 Cost of sales                             (9,189)          (8,908)       (18,192) 
                                      ------------      -----------  ------------- 
 
 Gross profit                                6,606            6,374         12,480 
 
 Administrative expenses                   (3,928)          (3,805)        (7,378) 
 
 Operating profit before 
  exceptional expenses                       2,678            2,569          5,102 
 Exceptional administrative 
  expenses                       4           (323)          (1,795)        (2,147) 
                                      ------------      -----------  ------------- 
 
 Operating profit                            2,355              774          2,955 
 
 Finance income                                  5                2              6 
 Finance costs                                (64)             (73)          (135) 
 Exceptional finance costs       4               -             (77)           (91) 
 
 Profit on ordinary activities 
  before taxation                            2,296              626          2,735 
 
 Tax on profit on ordinary 
  activities                                 (434)            (438)          (769) 
                                      ------------  ---------------  ------------- 
 
 Profit for the financial 
  period                                     1,862              188          1,966 
 
 
 Basic earnings per share 
  (GBP)                          5          0.0289           0.0029         0.0305 
 Diluted earnings per share 
  (GBP)                          5          0.0274           0.0027         0.0284 
 
 

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

Six months to 30 September 2018

 
                                   6 months      6 months     Year ended 
                                   to 30 Sep    to 30 Sep    31 Mar 2018 
                                     2018            2017 
                                   Unaudited    Unaudited        Audited 
                                    GBP'000s     GBP'000s       GBP'000s 
 
 Profit for the period                 1,862          188          1,966 
 
 Total comprehensive income 
  for the period                       1,862          188          1,966 
                                 ===========  ===========  ============= 
 

UNAUDITED BALANCE SHEET

At 30 September 2018

 
                                Note  30 Sep 2018   30 Sep    31 Mar 2018 
                                                      2017 
                                        Unaudited  Unaudited      Audited 
                                         GBP'000s   GBP'000s     GBP'000s 
NON-CURRENT ASSETS 
Intangible assets                           6,510      6,890        6,720 
Goodwill                                   11,008     11,008       11,008 
AFS financial assets                          100        100          100 
Investment in Associates                      566        543          547 
Property, plant and equipment                 380        387          272 
Long-term receivables                         200        200          200 
Prepayments                                   182        127          153 
                                      -----------  ---------  ----------- 
                                           18,946     19,255       19,000 
CURRENT ASSETS 
Inventory                                      46         43           55 
Trade and other receivables                 2,160      2,758        1,511 
Cash and cash equivalents                   1,828      2,899        2,889 
                                      -----------  ---------  ----------- 
 
                                            4,034      5,700        4,455 
 
TOTAL ASSETS                               22,980     24,955       23,455 
 
 
EQUITY ATTRIBUTABLE TO EQUITY 
HOLDERS OF THE COMPANY 
Share capital                    6            259        259          259 
EBT reserve                                 (484)      (474)        (527) 
Share premium account                       4,585      4,585        4,585 
Capital redemption reserve                    113        113          113 
Share based payment reserve                   223        207          267 
Retained earnings                           5,603      3,573        4,643 
                                      -----------  ---------  ----------- 
TOTAL EQUITY                               10,299      8,263        9,340 
 
NON-CURRENT LIABILITIES 
Borrowings                       7          2,250      3,250        2,750 
Contingent consideration         8              -      1,991        2,100 
Deferred taxation                             695      1,059          747 
                                      -----------  ---------  ----------- 
                                            2,945      6,300        5,597 
CURRENT LIABILITIES 
Trade and other payables                    6,422      7,888        6,184 
Borrowings                       7          3,000      2,000        2,000 
Current tax payable                           314        504          334 
                                      -----------  ---------  ----------- 
                                            9,736     10,392        8,518 
 
TOTAL LIABILITIES                          12,681     18,692       14,115 
 
TOTAL EQUITY AND LIABILITIES               22,980     24,955       23,455 
 
 

UNAUDITED STATEMENT OF CHANGES IN EQUITY

Six months to 30 September 2018

 
                                                                                  Share- 
                                                                     Capital       based 
                             Share      EBT reserve      Share      redemption    payment     Retained      Total 
                            capital                     premium      reserve      reserve     earnings     equity 
                           GBP'000s        GBP'000s    GBP'000s       GBP'000s   GBP'000s     GBP'000s   GBP'000s 
 
 For the period ended 
  30 September 2018 
 
 At 1 April 2018                259           (527)       4,585            113        267        4,643      9,340 
 
 Profit for the period            -               -           -              -          -        1,862      1,862 
                         ----------  --------------  ----------  -------------  ---------  -----------  --------- 
 Total comprehensive 
  income                          -               -           -              -          -        1,862      1,862 
 
 Purchase of shares 
  by EBT                          -           (207)           -              -          -            -      (207) 
 Exercise of options              -             250           -              -       (16)        (161)         73 
 Share-based payments             -               -           -              -       (28)            -       (28) 
 Dividends paid                   -               -           -              -          -        (741)      (741) 
                         ----------  --------------  ----------  -------------  ---------  -----------  --------- 
 Total transactions 
  with owners                     -              43           -              -       (44)        (902)      (903) 
                         ----------  --------------  ----------  -------------  ---------  -----------  --------- 
 
 At 30 September 
  2018                          259           (484)       4,585            113        223        5,603     10,299 
 
 
 
 For the period ended 
  30 September 2017 
 
 At 1 April 2017                259               -       4,585            113        151        4,145      9,253 
 
 Profit for the period            -               -           -              -          -          188        188 
                         ----------  --------------  ----------  -------------  ---------  -----------  --------- 
 Total comprehensive 
  income                          -               -           -              -          -          188        188 
 
 Purchase of shares 
  by EBT                          -           (618)           -              -          -            -      (618) 
 Exercise of options              -             144           -              -       (17)         (49)         78 
 Share-based payments             -               -           -              -         73            -         73 
 Dividends paid                   -               -           -              -          -        (711)      (711) 
                         ----------  --------------  ----------  -------------  ---------  -----------  --------- 
 Total transactions 
  with owners                     -           (474)           -              -         56        (760)    (1,178) 
                         ----------  --------------  ----------  -------------  ---------  -----------  --------- 
 
 At 30 September 
  2017                          259           (474)       4,585            113        207                   8,263 
                                                                                           =========== 
                                                                                                 3,573 
                         ==========  ==============  ==========  =============  =========  ===========  ========= 
 
 
 
 For the year ended 
  31 March 2018 
 
 At 1 April 2017         259         -   4,585   113    151     4,145     9,253 
 
 Profit for the year       -         -       -     -      -     1,966     1,966 
                        ----  --------  ------  ----  -----  --------  -------- 
 Total comprehensive 
  income                   -         -       -     -      -     1,966     1,966 
 
 Purchase of shares 
  by EBT                   -   (1,050)       -     -      -         -   (1,050) 
 Exercise of options       -       523       -     -   (25)     (293)       205 
 Share-based payments      -         -       -     -    141         -       141 
 Deferred tax share 
  options                  -         -       -     -      -       277       277 
 Payment of dividends      -         -       -     -      -   (1,452)   (1,452) 
                        ----  --------  ------  ----  -----  --------  -------- 
 Total transactions 
  with owners              -         -       -     -    116   (1,468)   (1,879) 
                        ----  --------  ------  ----  -----  --------  -------- 
 
 At 31 March 2018        259     (527)   4,585   113    267     4,643     9,340 
 
 

UNAUDITED STATEMENT OF CASH FLOWS

Six months to 30 September 2018

 
                                        6 months to 30 Sep 2018  6 months to 30 Sep 2017  Year ended 31 Mar 2018 
                                                      Unaudited                Unaudited                 Audited 
                                                       GBP'000s                 GBP'000s                GBP'000s 
Cash flows from operating activities 
Profit before taxation                                    2,296                      626                   2,735 
Finance income                                              (3)                      (2)                     (6) 
Finance costs                                                64                      150                     226 
Loss on disposal of plant and                                 -                        -                       - 
equipment 
Share of (profit) / loss of associate                      (19)                        6                       2 
Amortisation                                                531                      484                   1,014 
Depreciation                                                110                      140                     274 
Share-based payments                                       (28)                       73                     141 
Tax paid                                                  (506)                    (598)                 (1,134) 
                                        -----------------------  -----------------------  ---------------------- 
 
                                                          2,445                      879                   3,252 
Changes in working capital 
Decrease / (increase) in inventories                          9                      (3)                    (15) 
(Increase) / decrease in trade and 
 other receivables                                        (678)                  (1,037)                     185 
Increase in trade and other payables                      1,073                    2,960                   2,431 
                                        -----------------------  -----------------------  ---------------------- 
 
Net cash generated from operating 
 activities                                               2,849                    2,799                   5,853 
                                        -----------------------  -----------------------  ---------------------- 
 
Cash flows from investing activities 
Purchase of intangible software assets                    (319)                    (309)                   (670) 
Purchase of property, plant and 
 equipment                                                (219)                     (11)                    (30) 
Payment of deferred and contingent 
 consideration                                          (2,935)                        -                 (1,080) 
Interest received                                             3                        2                       6 
 
Net cash used in investing activities                   (3,470)                    (318)                 (1,774) 
                                        -----------------------  -----------------------  ---------------------- 
 
Cash flows from financing activities 
Dividends paid                                            (741)                    (711)                 (1,452) 
Interest paid                                              (64)                     (73)                   (135) 
Repayment of term loan                                    (500)                    (500)                 (1,000) 
Movement on rolling cash flow facility                    1,000                        -                       - 
Share transactions by EBT                                 (135)                    (540)                   (845) 
 
Net cash used in financing activities                     (440)                  (1,824)                 (3,432) 
 
Net (decrease) / increase in cash and 
 cash equivalents                                       (1,061)                      657                     647 
 
Cash and cash equivalents at beginning 
 of period                                                2,889                    2,242                   2,242 
                                        -----------------------  -----------------------  ---------------------- 
 
Cash and cash equivalents at end of 
 period                                                   1,828                    2,899                   2,889 
                                        =======================  =======================  ====================== 
 

Notes to the financial information

Six months to 30 September 2018

   1.    GENERAL 

The interim financial information for the six months to 30 September 2018 is unaudited and was approved by the Directors of the Company on 28 November 2018. The condensed financial information set out above does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

The Company's operations are not subject to significant seasonality or cyclicality.

A dividend of GBP741,273 has been paid in the six months ended 30 September 2018 (six months to 30 September 2017: GBP711,195).

   2.    ACCOUNTING POLICIES 

The interim financial information in this report has been prepared on the basis of the accounting policies set out in the Group's most recent annual financial statements for the year ended 31 March 2018.

IFRS 15 'Revenue from Contracts with Customers' is effective for annual periods beginning on or after 1 January 2018 and is therefore applicable to these accounts. However, the change in accounting standard from IAS 18 has had no impact on these accounts.

IFRS is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission.

The financial information has been prepared using accounting policies that the Directors expect to be applicable as at 31 March 2019, with the exception of IAS 34.

The Directors have adopted the going concern basis in preparing the financial information. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the foreseeable future.

The condensed financial information for the period ended 31 March 2018 set out in this interim report does not comprise the Group's statutory accounts as defined in section 434 of the Companies Act 2006.

   3.    SEGMENT REPORTING 

Management identifies its operating segments based on the Group's service lines, which represent the main product and services provided by the Group. The Group of similar services which makes up the Group's Comparison Services segment represents more than 95% of the total business. Additionally, the Board reviews Group consolidated numbers when making strategic decisions and, as such, the Group considers that it has one reportable operating segment. All sales are made in the UK.

   4.    EXCEPTIONAL EXPENSES 

Exceptional Administrative Expenses

 
                                         6 months     6 months 
                                        to 30 Sep    to 30 Sep        Year to 
                                             2018         2017    31 Mar 2018 
                                          GBP'000      GBP'000        GBP'000 
 Acquisition related expenses                   -           77             85 
 Adjustment to expected contingent 
  consideration                               323        1,718          2,062 
 
                                              323        1,795          2,147 
                                     ------------  -----------  ------------- 
 

Exceptional Finance Costs

 
                                  6 months      6 months 
                                 to 30 Sep     to 30 Sep        Year to 
                                      2018          2017    31 Mar 2018 
                                   GBP'000       GBP'000        GBP'000 
 Change in NPV of deferred 
  consideration                           -           77             91 
 
              -                                       77             91 
 --------------                              -----------  ------------- 
 
   5.    EARNINGS PER SHARE 

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Basic and diluted earnings per share

 
                                      6 months     6 months 
                                     to 30 Sep    to 30 Sep        Year to 
                                          2018         2017    31 Mar 2018 
                                           GBP          GBP            GBP 
 
 Total basic earnings per share         0.0289       0.0029         0.0305 
                                  ------------  -----------  ------------- 
 Total diluted earnings per 
  share                                 0.0274       0.0027         0.0284 
                                  ------------  -----------  ------------- 
 

The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:

 
                                       6 months     6 months 
                                      to 30 Sep    to 30 Sep        Year to 
                                           2018         2017    31 Mar 2018 
                                       GBP'000s     GBP'000s       GBP'000s 
 Earnings used in the calculation 
  of total basic and diluted 
  earnings per share                      1,862          188          1,966 
                                    ===========  ===========  ============= 
 
 
 Number of shares                       6 months     6 months 
                                       to 30 Sep    to 30 Sep        Year to 
                                            2018         2017    31 Mar 2018 
                                          Number       Number         Number 
 Weighted average number of 
  ordinary shares for the purposes 
  of basic earnings per share         64,459,290   64,828,057     64,549,992 
                                     ===========  ===========  ============= 
 

Taking the Group's dilutive potential ordinary shares into consideration in respect of the Group's weighted average number of ordinary shares for the purposes of diluted earnings per share, is as follows:

 
 
 Number of shares                       6 months     6 months 
                                       to 30 Sep    to 30 Sep        Year to 
                                            2018         2017    31 Mar 2018 
 
 Potential dilutive effect 
  of share options and warrants        3,550,829    4,770,506      4,589,034 
                                     -----------  -----------  ------------- 
 
 Weighted average number of 
  ordinary shares for the purposes 
  of diluted earnings per share       68,010,119   69,598,563     69,139,026 
                                     ===========  ===========  ============= 
 
   6.    SHARE CAPITAL 
   a)    Share Capital 

The Company has one class of Ordinary share with 0.4p nominal value per share which carries no right to fixed income nor has any preferences or restrictions attached.

No new shares were issued in the period

Issued and fully paid:

 
                             30 Sep 2018   30 Sep 2017   31 Mar 2018 
                                GBP'000s      GBP'000s      GBP'000s 
 
 Ordinary shares of 0.40p 
  each                               259           259           259 
                            ============  ============  ============ 
 
 
                              30 Sep 2018       30 Sep   31 Mar 2018 
                                                  2017 
                                   Number       Number        Number 
 
 At beginning & end of the 
  period                       64,828,057   64,828,057    64,828,057 
                             ============  ===========  ============ 
 
   b)    Share based payments 

During the period the Group granted 527,500 options with an exercise price of GBP1.3425 per share and 637,500 options with an exercise price of GBP1.3325 per share.

All options in issue vest in 3 equal tranches, three, four, and five years after date of grant. The options are settled in equity once exercised. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the Group before the options vest.

 
 
 
                                                             Weighted 
                                           Number    average exercise 
                                       of options               price 
                                                                  GBP 
 
 Outstanding at 1 April 2018            4,309,785                0.62 
 
 Granted                                1,165,000                1.34 
 Forfeited prior to vesting           (1,769,828)                0.51 
 Exercised                              (175,802)                0.41 
 
 
 Outstanding at 30 September 2018       3,529,155                0.92 
                                    =============  ================== 
 
   7.    BORROWINGS 
 
                                        30 Sep 2018 
                                    GBP'000s   GBP'000s 
 
 At 1 April 2018: 
  Current 
     Term Loan                         1,000 
     Rolling cash flow facility        1,000      2,000 
                                   --------- 
  Non-current 
     Term Loan                                    2,750 
                                              --------- 
                                                  4,750 
 
 Movements during 
  the period: 
  Repayments of term loan                         (500) 
  Movement on                                     1,000 
                                                    500 
 At 30 September 
  2018: 
  Current 
     Term Loan                         1,000 
     Rolling cash flow facility        2,000      3,000 
                                   --------- 
  Non-current 
     Term Loan                                    2,250 
                                              --------- 
                                                  5,250 
                                              ========= 
 

In December 2016, the Group took out a 5-year term loan for GBP5 million and a GBP2 million revolving cash flow facility. Both had an initial interest rate of 1.90% above LIBOR but this has reduced to 1.55% above LIBOR during the period as certain financial criteria were met. The term loan is subject to repayments of GBP250,000 plus accrued interest quarterly.

Loans are secured by way of fixed and floating charges over all assets of the Group.

   8.    CONTINGENT CONSIDERATION 

In December 2016, the Group acquired 100% of the issued ordinary share capital of Conveyancing Alliance Holdings Limited and its 100% subsidiary Conveyancing Alliance Limited (together referred to as "CAL"), companies incorporated in England and Wales. Part of the consideration is contingent based on a range of between 0.5 and 1.75 times annualised PBT of CAL for the period between completion to 31 March 2018 and also for the 12 months ending 31 March 2019. A first payment of GBP2,935,000 relating to this contingent consideration was paid in July 2018. The estimated remaining undiscounted value of this element of the consideration is GBP2,337,000 (GBP5,272,000 as at 31 March 2018). There is a cap on the contingent consideration payable and the current estimate is for the cap to be reached.

The amounts shown in the balance sheet are at net present value and the movement arising on this is shown below

 
                                          30 Sep 2018 
                                             GBP'000s 
 
 At 1 April 2018: 
  Current (included in trade and 
   other payables)                              2,575 
  Non-current                                   2,100 
                                         ------------ 
                                                4,675 
 
 Movements during the period: 
  Payments of contingent consideration        (2,935) 
  Change in NPV due to movement 
   in time                                        323 
 
 At 30 September 2018: 
  Current (included in trade and 
   other payables)                              2,063 
                                         ============ 
 

The end of period contingent consideration liability of GBP2,063,000 is all included within trade and other payables as a current liability.

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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