TIDMIMAC
RNS Number : 1998K
Ingenious Media Active Capital Ltd
26 July 2013
For immediate release
26 July 2013
INGENIOUS MEDIA ACTIVE CAPITAL LIMITED
Audited Results for the year ended 31 March 2013
Ingenious Media Active Capital Limited ("IMAC" or "the Company")
today announces the audited results for the year ended
31 March 2013.
CHAIRMAN'S STATEMENT
I am pleased to present the seventh Annual Report and Accounts
in respect of Ingenious Media Active Capital Limited for the 12
months ended 31 March 2013.
Shareholders will note that the Company has returned a profit of
GBP8,277k on a company standalone basis, comparing to a loss of
GBP3,514k for the prior year.
Investments
The Manager is not considering new investments, only limited
follow-on into existing portfolio companies when appropriate.
The Company's net asset value per Share as at 31 March 2013 was
19.27 pence (including 6.07 pence of cash) compared to 23.50 pence
(including 4.45 pence of cash) at 31 March 2012.
During the year, a distribution of 10 pence per Share was made
to Shareholders.
A description of the market and the Company's investment
activities to date can be found in the Manager's Review which
follows this statement.
Realisation of Investments
The Manager has been successfully executing its policy of
selling investee companies at the appropriate time, with Cream and
DRG having been recently sold for attractive returns to the
Company.
Non-Consolidation of Investee Company Results under
International Financial Reporting Standards (IFRS)
In accordance with IFRS, the Company presented its financial
statements for the Company and consolidated financial statements
for the Group up to 30 September 2012. For the year ended 31 March
2013, IMAC has adopted IFRS 10 and under that standard is
classified as an investment entity as defined in IFRS 10
"Consolidated Financial Statements" and therefore is not required
to prepare and present consolidated financial statements. Instead,
IMAC accounts for its investments at fair value through profit or
loss in accordance with IAS 39 "Financial Instruments: Recognition
and Measurement", and only presents Company financial
statements.
Cash Distribution
The Board keeps the level of cash on the balance sheet under
constant review. It is our intention to distribute surplus cash to
shareholders subject to a reserve for follow-on investments,
contingencies and running costs as and when appropriate.
Mike Luckwell
Chairman
25 July 2013
MANAGER'S REVIEW
Market Review and Prospects
Although the economic climate remains uncertain, the sale of
Cream, Taste Festivals and DRG (DRG has been sold post year end)
underlines the Manager's belief that large media businesses will
continue to acquire independent companies that support or enhance
their strategic ambitions. As such, the Manager will continue to
seek exits for the remaining companies in the portfolio at the
appropriate time. Individual company performance remains subject to
the impact of adverse economic and financial conditions. The
Manager has accordingly reserved some funds to cover any
contingency requirements of the portfolio.
Investment Activity
As mentioned in the Chairman's Statement, the Manager is no
longer making investments in new investee companies, but will
continue to manage the existing investee companies including making
additional investments in these companies where appropriate.
Committed Funds
It should be noted that all outstanding funding commitments are
at the discretion of the Company and the Manager.
Portfolio Management
This Manager's Review contains all investments in which IMAC has
a significant interest. There are no further undrawn commitments to
other investments held by IMAC.
Investments
Whizz Kid Entertainment Limited
Whizz Kid Entertainment Limited (Whizz Kid) is an independent TV
production company formed by Malcolm Gerrie, former Chief Executive
and co-founder of Initial, which was sold in 1992 to what became
Endemol. Whizz Kid creates and produces audio-visual content across
a range of genres including music, events and entertainment. The
company is able to exploit opportunities in digital content through
its digital arm, Tough Cookie, and in advertiser--funded content
through its investment in Precious Media Limited with Peter
Christiansen.
Whizz Kid continues to perform well, with successful productions
during the year including Stand Up To Cancer for Channel 4, a
commemoration of the Titanic's sinking broadcast by the BBC live
from Belfast, as well as a fifth series of Let's Dance also for the
BBC.
Digital Rights Group Limited
Digital Rights Group Limited (DRG) is a TV sales and rights
distribution group which provides TV producers with international
distribution for their rights and programmes, independently of the
major broadcasters or other TV--producer-owned distributors. DRG is
now the largest independent TV distributor in the UK, having
acquired Portman Film and Television Limited, Zeal Entertainment
Limited, i-Rights Limited, iD Distribution Limited and Channel 4
International Limited.
IMAC's ownership position in DRG was successfully sold to Modern
Times Group on 12 June 2013, producing an overall return on this
investment for IMAC of 2.0x cash invested.
Brand Events Holdings Limited
A leader in the consumer exhibitions market, Brand Events
Limited, the trading company, has established a strong reputation
within the UK for successfully launching new consumer shows. The
company's established operating model borrows skills and techniques
from the entertainment, media and leisure sectors and combines them
with traditional exhibition skills. The company established two key
shows: the Taste Festivals, food festivals celebrating different
foods; and Top Gear Live, the Top Gear branded live motoring
theatre format. An international network has been built allowing
Brand Events Limited to license or run the shows in Australia,
South Africa, The Netherlands, New Zealand, Ireland and Dubai.
Brand Events successfully sold the Taste Festivals business to
IMG in February 2013 for GBP5 million and continues to run the
remaining formats.
A further working capital injection of GBP2.06 million was
agreed with management (in the financial years ending 31 March 2010
and 31 March 2011 respectively) in order to expand the Top Gear
Live shows into new territories such as Scandinavia and other major
cities in Australasia, as well as creating a car festival format. A
new Golf Live show was launched in May 2010 with joint venture
partner IMG, adding to the portfolio of shows that can then be
licensed internationally through Brand Events Limited's network.
Brand Events also launched Masterchef in Australia in 2009 and
Carfest in 2012.
brandRapport Group Limited (formerly QobliQ Limited)
brandRapport Group Limited focuses on sports sponsorship, sports
and consumer PR through its offices in London, Singapore and Hong
Kong. The group represents a number of high profile clients,
including Barclays, Jaguar and Samsung.
In December 2007, brandRapport Group Limited completed its first
acquisition of brandRapport Limited, an independent sponsorship
agency in the UK. IMAC invested an additional GBP2.8 million in
November 2008 in order for the company to acquire Arena
International Limited and Arena Sports Marketing Limited together
(Arena), a UK sponsorship consultancy specialising in football. The
acquisition of Arena, re-branded brandRapport Arena, extended
brandRapport's already impressive track record into football
partnerships through its work with the Barclaycard Premiership and
FA Cup (E.ON). A further investment of GBP0.5 million was made in
May 2010 to fund the acquisition of Fulford PR in Singapore, which
focuses on consumer and sports PR in the region.
The UK business continues to successfully deliver activation for
brands around sports such as Barclays with the FA Premiership
Football League, and more recently Prudential's Ride London
campaign. The agencies in Asia continue to work for a wide range of
new consumer PR clients on a retainer basis - Fulford PR has been
through a change of management and is now beginning to win new
business, and are looking to win sports sponsorship clients
leveraging off the expertise in the UK. These clients include
Mission Hills Golf in Hong Kong.
Review Centre Limited
Review Centre Limited (www.reviewcentre.com), a leading
consumer-generated review site, was acquired in June 2008 by IMAC
in a management buy-in (MBI) deal.
The MBI team was led by Nick Hynes as non-executive chairman and
Glen Collins as Chief Executive Officer. Nick Hynes was previously
Chief Executive Officer of The Search Works, the search engine
marketing provider sold to Tradedoubler in July 2007 for GBP56
million, and prior to that headed Overture Europe, Yahoo's search
advertising business. Glen Collins is a career online marketer who
founded and ran pioneering online marketing and web development
agency Digital Outlook, until exiting the business in 2006.
Review Centre was established in 1999 to allow internet users to
post their product reviews on online bulletin boards. It now
provides reviews across a very broad base of different products and
services, encompassing automotive, electrical, entertainment,
finance, lifestyle, sport and travel.
Since investment, the MBI team has pressed ahead with
redesigning the website and enhancing the user experience for both
writing and reading reviews. The new site build has allowed Review
Centre to generate several new revenue streams. These include price
comparison, voucher codes and cash back revenues, display
advertising as well as the ability to deliver more targeted
commercial deals. The company continues to review its operational
effectiveness and financial profitability, with the last year
seeing consistent traffic and revenues and a return to
profitability.
Ingenious Ventures L.P.
IMAC's investment in Cream was via its limited partnership
interest in Ingenious Ventures L.P. (IVLP). This interest was
purchased from UBS (Jersey) Limited in August 2008. Ingenious Media
Limited remains the other (minority) partner in IVLP.
Cream Holdings Limited
Cream Holdings Limited is a live events company based around the
Cream dance brand and is run by James Barton. Its main activities
are festivals in the UK and licensed shows overseas. The company
also operates club nights in both Liverpool and Ibiza as well as a
compilation record label. Its best known event, Creamfields, is
held in August every year.
The company was sold to Live Nation in May 2012, with IVLP
retaining a residual shareholding. This residual shareholding was
successfully sold in May 2013. Overall this investment produced a
return for IMAC of 9.1x cash invested.
Ingenious Ventures
25 July 2013
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2013
Year ended
31 March
2013 Year ended 31 March 2012
Note GBP '000 GBP '000
Revenue 1e 172 207
Other operating expenses 1f (714) (828)
Investment revenue 1e 69 52
Fair value gain/(loss) on investments in subsidiaries 1c, 6 7,136 (2,677)
Gain on disposal of investments 6 1,843 72
Investment management fees 16 (229) (340)
Profit/(loss) before taxation 2 8,277 (3,514)
Income tax expense 4 - -
Profit/(loss) for the year 8,277 (3,514)
------------------------------------------------------------ ------ ----------- -------------------------
Profit/(loss) per share (basic and diluted pence per share) 5 5.78 (2.45)
------------------------------------------------------------ ------ ----------- -------------------------
All income is attributable to the Ordinary Shareholders of the
Company unless otherwise stated.
All revenue and expenses are derived from continuing operations
unless otherwise stated.
The notes are an integral part of these financial
statements.
STATEMENT OF FINANCIAL POSITION
as at 31 March 2013
Year ended Year ended
31 March 31 March
2013 2012
Note GBP '000 GBP '000
----------------------------------- ----- ----------- -----------
Non current assets
Investment in subsidiaries 6 19,006 27,110
19,006 27,110
Current assets
Trade and other receivables 7 33 334
Cash and cash equivalents 8 8,689 6,370
8,722 6,704
Current liabilities
Trade and other payables 9 (136) (169)
Net current assets 8,586 6,535
----------------------------------- ----- ----------- -----------
Net assets 27,592 33,645
----------------------------------- ----- ----------- -----------
Equity
Share premium account 12 6,530 20,860
Distributable reserve 13 70,663 70,663
Shares held in treasury 11 (515) (515)
Retained earnings (49,086) (57,363)
----------------------------------- ----- ----------- -----------
Total equity 27,592 33,645
----------------------------------- ----- ----------- -----------
Net Asset Value (basic and diluted
pence per share) 14 19.27 23.50
----------------------------------- ----- ----------- -----------
The notes are an integral part of these financial
statements.
The financial statements were approved by the Board and
authorised for issue on 25 July 2013.
Signed on behalf of the Board:
David Jeffreys Serena Tremlett
Director Director
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2013
Share
premium Shares
account Distribut-able held Retained Total
GBP reserves in treasury earnings equity
Note '000 GBP '000 GBP '000 GBP '000 GBP '000
---------------------------- ----- --------- --------------- ------------- ---------- ----------
Balance at 1 April 2012 20,860 70,663 (515) (57,363) 33,645
Retained profits for the
year - - - 8,277 8,277
Capital distribution 12 (14,317) - - - (14,317)
Capital distribution costs 12 (13) - - - (13)
Balance at 31 March 2013 6,530 70,663 (515) (49,086) 27,592
---------------------------- ----- --------- --------------- ------------- ---------- ----------
for the year ended 31 March 2012
Share
premium Shares Retained
account Distribut-able held earnings Total
GBP reserves in treasury GBP equity
Note '000 GBP '000 GBP '000 '000 GBP '000
------------------------------ ----- --------- --------------- ------------- ---------- ----------
Balance at 1 April 2011 20,860 70,663 (515) (53,957) 37,051
Recognition in respect of
share-based payments 1l - - - 108 108
Retained losses for the year - - - (3,514) (3,514)
Balance at 31 March 2012 20,860 70,663 (515) (57,363) 33,645
------------------------------ ----- --------- --------------- ------------- ---------- ----------
The notes are an integral part of these financial
statements.
STATEMENT OF CASH FLOWS
for the year ended 31 March 2013
Year ended Year ended
31 March 31 March
2013 2012
Note GBP '000 GBP '000
-------------------------------------------- ----- ----------- -----------
Net cash flow from operating activities (434) (1,071)
-------------------------------------------- ----- ----------- -----------
Investing activities
Additional investment in existing portfolio 6 (2,379) -
Disposal of investments 6 19,462 1,723
Net cash flow from investing activities 17,083 1,723
-------------------------------------------- ----- ----------- -----------
Financing activities
Capital distribution 12 (14,317) -
Capital distribution costs 12 (13) -
Net cash flow from financing activities (14,330) -
-------------------------------------------- ----- ----------- -----------
Net increase in cash and cash equivalents 2,319 652
-------------------------------------------- ----- ----------- -----------
Cash and cash equivalents at beginning
of the year 6,370 5,718
-------------------------------------------- ----- ----------- -----------
Cash and cash equivalents at the end
of the year 8,689 6,370
-------------------------------------------- ----- ----------- -----------
Cash flow from operating activities
Profit/(loss) before taxation 8,277 (3,514)
Fair value (gain)/loss on investments
in subsidiaries 6 (7,136) 2,677
Gain on disposal of investments 6 (1,843) (72)
Recognition of share based payment - 108
Decrease/(increase) in amounts receivable 301 (193)
Decrease in amounts payable (33) (77)
Net cash flow from operating activities (434) (1,071)
-------------------------------------------- ----- ----------- -----------
The notes are an integral part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 March 2013
1. Summary of significant accounting policies
Reporting entity
IMAC is a closed-end investment company with limited liability
formed under the Companies Law and its Shares are admitted to
trading on AIM. The Company was incorporated on 17 February 2006
and dealings on AIM commenced on 11 April 2006. The Company's
registered office is Old Bank Chambers, La Grande Rue, St Martin's,
Guernsey, GY4 6RT. The Group is defined as the Company and its
subsidiaries.
Basis of preparation
This set of financial statements of the Company have been
prepared in accordance with IFRS, which comprise standards and
interpretations approved by the International Accounting Standards
Board (the IASB), and International Accounting Standards and
Standing Interpretations Committee interpretations approved by the
International Accounting Standards Committee (IASC) that remain in
effect, together with applicable legal and regulatory requirements
of Guernsey Law and the AIM Rules.
The financial statements have been prepared on the historical
cost basis, as modified by the measurement at fair value of
investments and financial instruments.
Under the revised IFRS 10 "Consolidated Financial Statements",
IMAC is classified as an investment entity and therefore is not
required to prepare and present consolidated financial statements.
Instead, IMAC shall account for its investments at fair value
through profit or loss in accordance with IAS 39 "Financial
Instruments: Recognition and Measurement".
IMAC have always presented separate and consolidated financial
statements, hence this does not constitute a change in accounting
policy under IAS 8 "Accounting Policies, Changes in Accounting
Estimates and Errors".
IMAC early adopted IFRS 10.
There have been no material changes in accounting policies
during the year.
Going concern
The financial statements have been prepared on the going concern
basis. IMAC currently holds adequate cash balances to meet the
payment of funds committed to its investee companies as they fall
due. Following the capital distribution of GBP50.1 million to
Shareholders in May 2010 and GBP14.3 million in September 2012, the
Manager anticipates that the Company would have sufficient cash
reserves to fund future operating costs of the Company over the
next two to three years from 31 March 2013. These costs are
expected to be funded from a combination of the Company's
post-distribution cash balance, as well as cash retained from
ongoing realisations, if required. In the unlikely scenario that
insufficient realisations are made over this period, the Company
will have sufficient cash to meet its operating costs. The
Directors are satisfied under The Companies (Guernsey) Law, 2008 as
to the future solvency of the Company.
Any current funding commitments that the Company has to the
investee companies, which have yet to be drawn down, are at the
discretion of the Company and the Manager. If the Company and
Manager were to approve a drawdown of any outstanding commitments,
the commitments to the investee companies would be funded from a
combination of the post--distribution cash balance of the Company,
as well as from additional cash retained from ongoing realisations,
if required.
The Investment Management Agreement expires on 11 April 2014.
The Manager intends to take all steps required to extend the term
beyond 11 April 2014. This will be done closer to the expiry
date.
The Board is therefore of the opinion that the going concern
basis should be adopted in the preparation of the financial
statements.
Use of estimates
The preparation of the financial statements requires management
to make estimates and assumptions that affect the reported amounts
of assets, liabilities, and contingencies at the date of the
Company's financial statements, and revenue and expenses during the
reporting period. Actual results could differ from those estimated.
A significant estimate in the Company's financial statements
includes the amounts recorded for the fair value of the
investments. By its nature, these estimates and assumptions are
subject to measurement uncertainty and the effect on the Company's
financial statements of changes in estimates in future periods
could be significant. In the current economic conditions the number
of transactions and market prices are depressed. In these
circumstances the fair value of the Company's investments cannot be
estimated as easily as when there are greater levels of market
activity.
The current market conditions are such that some of the
Company's investments remain loss making and may require further
cash injection in the future. In each case, the Manager has
implemented measures to reduce operating costs and stimulate
revenue growth for these investments in order to limit future
funding requirements and increase investment value with a view to
realisation in an orderly fashion over an extended period. As
explained in note 1c, the valuations undertaken by the Company are
based upon a mixture of bases using revenue, earnings and
contribution multiples, net assets and cash in light of the
measures noted above.
Financial instruments
Financial assets
Financial assets are divided into the following categories:
-- loans and receivables, including cash and cash equivalents; and
-- fair value through profit or loss.
Financial assets are assigned to the different categories on
initial recognition depending on the characteristics of the
instrument and its purpose. A financial instrument's category is
relevant for the way it is measured and whether resulting income
and expenses are recognised in the Statement of Comprehensive
Income or charged directly against equity. All income and expenses
in respect of financial assets held by the Company in the period
under review are recognised in the Statement of Comprehensive
Income. Generally the Company recognises all financial assets using
trade date accounting. An assessment of whether the value of a
financial asset is impaired is made at least at each reporting
date. All income relating to financial assets is recognised in the
Statement of Comprehensive Income under the heading "revenue" and
interest payable is recognised under the heading "finance
costs".
The Company's loans and receivables comprise trade and other
receivables in the Statement of Financial Position.
Cash and cash equivalents include cash in hand and deposits held
on call with banks.
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market.
The Company's trade and other receivables are initially
recognised at fair value and subsequently measured at amortised
cost, using the effective interest method. Discounting is omitted
where its effect is immaterial. Individual receivables are
considered for impairment when they are overdue or when there is
objective evidence that the debtor will default.
Financial assets at fair value through profit or loss include
financial assets that are classified as held for trading. The
Company's remaining financial assets fall into this category and
include its investment in investee companies. Fair values of
securities listed in active markets are determined by the current
bid prices. Where independent prices are not available, fair values
have been determined with reference to financial information
available at the time of the original investment updated to reflect
all relevant changes to that information at the reporting date.
This may include, among other factors, changes in the business
outlook affecting a particular investment, performance of the
underlying business against original projections and valuations of
similar quoted companies.
Financial liabilities
Financial liabilities are divided into the following
categories:
-- other financial liabilities; and
-- fair value through profit or loss.
Other financial liabilities include the Company's trade and
other payables and are initially recognised at fair value and
subsequently measured at amortised cost, using the effective
interest method.
Financial liabilities at fair value through profit or loss are
carried on the Statement of Financial Position at fair value
determined by current market prices.
Fair value measurement hierarchy
IFRS 7, "Financial Instruments: Disclosures", requires certain
disclosures which require a classification of financial assets and
liabilities measured at fair value using a fair value hierarchy
that reflects the significance of the inputs used in making the
fair value measurement. The fair value hierarchy has the following
levels:
-- level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
-- level 2 - inputs other than quoted prices included within
level 1 that are observable for the asset or liability either
directly (i.e. as prices) or indirectly (i.e. derived from prices);
and
-- level 3 - inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
The level in the fair value hierarchy of the financial asset or
liability is determined on the basis of the lowest level input that
is significant to the fair value measured. Financial assets and
liabilities are classified in their entirety into only one of the
three levels.
2013 2012
GBP '000 GBP '000
--------- --------- ---------
Level 1 - -
Level 2 - -
Level 3 19,006 27,110
--------- --------- ---------
19,006 27,110
--------- --------- ---------
Adoption of new and revised standards
At the date of approval of the financial statements, the
following Standards and Interpretations, which have not been
applied in the financial statements, were in issue but not yet
mandatory:
-- IFRS 13 "Fair Value Measurement", effective for periods
beginning on or after 1 January 2013.
The Directors anticipate that the adoption of these Standards
and Interpretations in future periods could have a significant
impact on the financial statements of the Group and Company. The
Directors are reviewing this impact on an ongoing basis.
Principal accounting policies
a. Basis of non-consolidation
In accordance with IFRS, the Company presented its financial
statements for the Company and consolidated financial statements
for the Group up to 30 September 2012. For the year ended 31 March
2013, IMAC is classified as an investment entity as defined in IFRS
10 "Consolidated Financial Statements", as it meets the criteria
stated in the standard, and therefore is not required to prepare
and present consolidated financial statements. Instead, IMAC
accounts for its investments at fair value through profit or loss
in accordance with IAS 39 "Financial Instruments: Recognition and
Measurement, and only presents Company financial statements.
b. Functional currency
Items included in the financial statements of the Company are
measured using the currency of the primary economic environment in
which the entity operates (the functional currency). The financial
statements are presented in GBP (GBP), which is the Company's
functional and presentational currency.
Transactions in currencies other than sterling are translated at
the foreign exchange rate ruling on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies
at the year end are translated into sterling at the exchange rate
ruling at that date. Foreign exchange differences arising on
translation are recognised in the Statement of Comprehensive
Income. Non-monetary assets and liabilities that are measured in
terms of historical cost in a foreign currency are translated using
the exchange rate at the date of the transaction. Non-monetary
assets and liabilities denominated in foreign currencies that are
stated at fair value are translated into sterling at foreign
exchange rates ruling at the dates the fair value was
determined.
c. Financial assets at fair value through profit or loss
Investments, including equity and loan investments, including
subsidiaries, are designated as fair value through profit or loss
in accordance with International Accounting Standard 39 (IAS 39)
"Financial Instruments: Recognition and Measurement", as the
Company is an investment company whose business is investing in
financial assets with a view to profiting from their total return
in the form of interest and changes in fair value. Investments are
initially recognised at cost. The investments are subsequently
re-measured at fair value, as determined by the Directors.
Unrealised gains or losses arising from the revaluation of
investments are taken directly to the Statement of Comprehensive
Income.
Fair value is determined as follows:
Unquoted securities are valued based on the realisation value
which is estimated by the Directors with prudence and good faith.
The Directors will take into account the guidelines and principles
for valuation of investee companies set out by the International
Private Equity and Venture Capital association, with particular
consideration of the following factors:
-- Fair value is the amount for which an asset could be
exchanged between knowledgeable, willing parties in an arm's length
transaction.
-- In estimating fair value for an investment, the Company will
apply a methodology that is appropriate in light of the nature,
facts and circumstances of the investment and its materiality in
the context of the total investment portfolio and will use
reasonable assumptions and estimations.
-- An appropriate methodology incorporates available information
about all factors that are likely to materially affect the fair
value of the investment. The valuation methodologies are applied
consistently from period to period, except where a change would
result in a better estimate of fair value. Any changes in valuation
methodologies will be clearly disclosed in the financial
statements.
The most widely used methodologies are listed below. In
assessing which methodology is appropriate, the Directors are
predisposed towards those methodologies that draw upon market-based
measures of risk and return.
-- Cost of recent investment
-- Earnings multiple
-- Net assets
-- Available market prices
Gains or losses arising from changes in the fair value of the
'financial assets at fair value through profit or loss' category
are presented in the Statement of Comprehensive Income in the
period in which they arise.
The Company has determined that the valuations are most
sensitive to changes in the following key assumptions:
-- Annual budgets and cash flow projections for each individual
investment. These are based on actual budgets and cash flows and
projections discussed with and approved by management for a period
of one year to five years depending on the investment;
-- Comparable earnings multiples. A number of investments are
valued using comparable listed and other industry multiples which
range from 5 to 7 times earnings depending on the investment.
As a result of the above basis of valuation, there is
significant judgement associated with the valuation of
investments.
d. Arrangement fees
Under the terms of the investment agreements between the Company
and its investee companies, the investee companies are required to
pay to the Company an arrangement fee in consideration for its
services in arranging financing for the investee company. In
accordance with IAS 39, this arrangement fee is deducted from the
cost of the investment. A corresponding increase in the fair value
of the investment is then recorded so that the investment is valued
at the gross amount paid.
e. Revenue recognition
Revenue is measured at the fair value of the consideration
received or receivable and represents amounts receivable for goods
andservices provided in the normal course of business, net of
discounts, VAT and other sales-related taxes. Where appropriate,
revenue is recorded in the Statement of Comprehensive Income on the
basis that there is a legally binding contract in place and there
is virtual certainty of fulfilment of any conditionality attached
to the contract.
Interest income is included on an accruals basis using the
effective interest method.
Dividend income from investments is recognised when the
Company's right to receive payment has been established.
f. Expenses
All expenses are accounted for on an accruals basis. Expenses
are charged through the Statement of Comprehensive Income except
where they relate to capital expenditure or the raising and
maintenance of capital.
g. Trade and other receivables
Trade and other receivables are initially recognised at fair
value. A provision for impairment of trade receivables is
established when there is objective evidence the Company will not
be able to collect all amounts due according to the original terms
of the receivables.
h. Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, on-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 change in value.
i. Trade and other payables
Trade and other payables are initially recognised at fair value
and subsequently, where necessary, re-measured at amortised cost
using the effective interest method.
j. Financial instruments
Financial assets and financial liabilities are recognised in the
Statement of Financial Position when the Company becomes a party to
the contractual provisions of the instrument.
k. Equity instruments
Equity instruments issued by the Company are recorded as the
proceeds are received, net of direct issue costs.
l. Share options
The Company accounts for the fair value of Share options at the
grant date over the vesting period in the Statement of
Comprehensive Income, with a corresponding increase to equity. The
fair value has been calculated based on the Black Scholes Model
using the following inputs:
-- Share price 97.50 pence
-- Exercise price 100.00 pence
-- Expected volatility 11.55%
-- Expected life 10 years
-- Risk free rate 4.413%
-- Expected dividends NIL
2. Profit/(loss) before taxation
The profit/(loss) before taxation has been arrived at after
charging:
Year ended 31 March 2013 Year ended 31 March 2012
GBP '000 GBP '000
------------------------------------ ------------------------- -------------------------
Directors' fees 130 130
Recognition of share-based payment - 108
Bad debts - written off 96 112
Auditor - remuneration 86 121
Auditor - non audit remuneration - 4
------------------------------------ ------------------------- -------------------------
3. Operating segments
The information in this note has been prepared using the
definition of an operating segment in IFRS 8: "Operating Segments".
The Company determines and presents the information that is
provided internally to the Directors to enable them to assess
performance and allocate resources.
The chief operating decision-maker has been identified as the
Board, which reviews the Company's internal reporting in order to
assess performance and allocate resources. The Board has determined
the operating segments based on these reports.
As an investment company, the Company's primary focus is on the
performance of its investment portfolio. Whilst there are a number
of individual investments included in this portfolio, performance
is reviewed for the portfolio as a whole on the basis of its fair
value.
The Directors believe that the Company is engaged in a single
segment of business of holding investments in media and
entertainment companies, operating solely from Guernsey and
therefore the Directors only recognise a single class of asset. The
information reviewed by the Board includes summarised financial
information for each investment in the portfolio, however, this is
not sufficiently detailed to provide any segmental analysis and
hence only a single segment has been identified.
4. Income tax expense
The Company has been granted exemption from income tax in
Guernsey under the Income Tax (Exempt Bodies) (Bailiwick of
Guernsey) Ordinance 1989, and is liable to pay an annual fee
(currently GBP600) under the provisions of the Ordinance. As such
it will not be liable to income tax in Guernsey other than on
Guernsey source income (excluding deposit interest on funds
deposited with a Guernsey bank). No withholding tax is applicable
to distributions to Shareholders by the Company.
5. Profit/(loss) per Share
The calculation of basic and diluted return per Share is based
on the return on ordinary activities and on 143,168,463 Ordinary
Shares (year ended 31 March 2012: 143,168,463), being the weighted
average number of Shares for the purpose of the earnings per Share
calculation.
6. Investment in subsidiaries
2013 2012
GBP '000 GBP '000
------------------------------------------------ ---------- ----------
Opening fair value at the beginning
of the year 27,110 31,438
Additional investment in existing subsidiaries 2,379 -
Disposal proceeds (15,762) (1,723)
Return of investment (3,700) -
Gain on sale of investment 1,843 72
Fair value adjustment 7,136 (2,677)
------------------------------------------------ ---------- ----------
Closing fair value at the end of the
year 19,006 27,110
------------------------------------------------ ---------- ----------
Disposal proceeds for the year ended 31 March 2013 relate to the
additional liquidation proceeds of Community Television Network
Limited (GBP27k) and Stage Three Music Limited (GBP76k), as well as
the disposal of Taste Festivals, a division of Brand Events
Holdings Limited (GBP2,227k) and the disposal of IMAC's share in
Cream Holdings Limited (via its holding in IVLP) (GBP13,432k).
Return of investments relate to the repayment of DRG loan notes
(GBP3,700k).
An investee company is classified as a subsidiary where the
Company can achieve control either:
-- by obtaining more than 50 per cent. of the equity of the investee company; or
-- where there is sufficient power to govern the financial and
operating policies of the investee company so as to obtain the
economic benefits from its activities.
Restriction of payments from Investee Companies to IMAC
There are no restrictions on any Investee Companies to transfer
cash to the Company.
Further Investment in Investee Companies
During the year, IMAC invested an additional GBP1.5 million in
Brand Events in the form of a short term bridging loan. Due to the
nature of the funding, it is being treated as an additional
investment under IFRS. The purpose was to strengthen the cash flow
of the underlying Taste Festival business.
IMAC also invested an additional GBP841k in Cream, which has
subsequently been disposed of.
Realisation of Investments
The Manager has been successfully executing its policy of
selling investee companies at the appropriate time. Cream was sold
during the year and DRG has been sold in June 2013. Both these
deals created attractive returns to the Company.
Undrawn commitments
All outstanding funding commitments are at the discretion of the
Company and the Manager.
Paid
Paid as as at
Name of % of Country Full at 31 31 March
subsidiary Class class of Principal commitment March 2012
undertaking of share held incorpo-ration activity GBP'000 2013 GBP'000 GBP'000
---------------- ------------ ------- --------------- --------------- --------------- -------------- ----------
Whizz Kid
Entertainment Television
Limited Ordinary 47.3% UK production 4,250 2,750 2,750
---------------- ------------ ------- --------------- --------------- --------------- -------------- ----------
Digital Rights Television
Group Limited Ordinary 76.4% UK distribution 11,270 8,274 8,274
---------------- ------------ ------- --------------- --------------- --------------- -------------- ----------
Brand Events Consumer
Holdings events
Limited Ordinary 69.5% UK business 10,601 10,601 9,080
---------------- ------------ ------- --------------- --------------- --------------- -------------- ----------
brandRapport Marketing
Group Limited Preference 86.1% UK services 12,867 12,867 12,867
---------------- ------------ ------- --------------- --------------- --------------- -------------- ----------
Review Centre Internet/new
Limited Ordinary 71.5% UK media 7,034 7,034 7,034
---------------- ------------ ------- --------------- --------------- --------------- -------------- ----------
Ingenious
Ventures Investment
L.P. N/A 90.0% UK vehicle 1,526 1,526 685
---------------- ------------ ------- --------------- --------------- --------------- -------------- ----------
Total 47,548 43,052 40,690
----------------------------- ------- --------------- --------------- --------------- -------------- ----------
The addresses of each of the abovementioned subsidiaries are set
out in the table below:
Whizz Kid Entertainment 4 Kingly Street, London, W1B 5PE, UK
Limited
------------------------ ------------------------------------------------
Digital Rights Group 62-65 Chandos Place, London, WC2N 4HG, UK
Limited
------------------------ ------------------------------------------------
Brand Events Holdings 4th Floor, Earl's Court Exhibition Centre,
Limited Warwick Road, London, SW5 9TA, UK
------------------------ ------------------------------------------------
brandRapport Group 5 New Street Square, London, EC4A 3TW, UK
Limited
------------------------ ------------------------------------------------
Review Centre Limited Goodwin House, 5 Union Court, Richmond, Surrey,
TW9 1AA, UK
------------------------ ------------------------------------------------
Ingenious Ventures 15 Golden Square, London, W1F 9JG, UK
L.P.
------------------------ ------------------------------------------------
7. Trade and other receivables
2013 2012
GBP '000 GBP '000
------------------------- --------- ---------
Trade receivables 24 95
Prepayments and accrued
income 9 16
Other receivables - 223
------------------------- --------- ---------
33 334
------------------------- --------- ---------
8. Cash and cash equivalents
Cash and cash equivalents held by the Company amount to
GBP8,689k (year ended 31 March 2012: GBP6,370k). Cash and cash
equivalents comprise cash and short-term bank deposits with an
original maturity of three months or less. The cash equivalents are
currently invested in quoted cash funds. The carrying amount of
these assets approximates to their fair value.
9. Trade and other payables
2013 2012
GBP '000 GBP '000
------------------------------ --------- ---------
Trade payables 70 74
Accruals and deferred income 66 95
------------------------------ --------- ---------
136 169
------------------------------ --------- ---------
10. Share capital
31 March 2013 31 March 2012
Authorised Share capital No. No.
Ordinary Shares of no par value Unlimited Unlimited
-------------------------------- ------------- -------------
Issued and fully paid No. No.
-------------------------------- ------------- -------------
Ordinary Shares of no par value 144,402,402 144,402,402
-------------------------------- ------------- -------------
Share options
On 4 April 2006, 750,000 Share options were issued in respect of
ongoing services, granting rights to Neil Blackley to subscribe for
750,000 Ordinary Shares. On 24 January 2008, Mike Luckwell was
awarded 750,000 Share options.
The Share options had an exercise price equal to the placing
price (GBP1) and vested over five years, (one fifth of the options
vested each year). The Share options will expire ten years from
each date of grant unless there is an early expiration in
accordance with the terms of each grant.
11. Shares held in treasury
The Company held 1,233,939 Ordinary Shares purchased at an
average price of 41.72 pence in 2009.
31 March 2013 31 March 2012
Shares held in treasury No. No.
Ordinary Shares of no par value 1,233,939 1,233,939
-------------------------------- ------------- ---------------
12. Share premium account
2013 2012
GBP '000 GBP '000
Balance at the beginning of the year 20,860 20,860
Capital distribution (14,317) -
Capital distribution costs (13) -
------------------------------------- ---------- ----------
Balance at the end of the year 6,530 20,860
------------------------------------- ---------- ----------
Following a strategic review of the Company, the Board proposed
changes to the Company's investing policy, the Investment
Management Agreement, its Articles, and a reduction of capital. The
proposed changes were approved by the Shareholders at an
Extraordinary General Meeting on 12 May 2010.
The new Articles of the Company were adopted in order to extend
the duration of the life of the Company to at least the eighth
anniversary following Admission; and to allow greater freedom for
the Company to distribute both income and capital to Shareholders.
The term of the Investment Management Agreement was extended for a
further three years so that it expires no earlier than 11 April
2014 (rather than 11 April 2011). The Investment Management
Agreement was also changed to permit the Manager (and its
subsidiaries and associated companies) to make investments for
itself, or on behalf of its clients or other funds it may manage
that would otherwise be caught within the Current Investing
Policy.
The investing policy was amended to halt any new investments,
other than investments relating to the investee companies and to
remove the investment restriction which prevents more than 15 per
cent. of the Company's net assets being invested in any one
investee company at the time of that investment. Subject to
Companies Law and the Company's ongoing working capital
requirements, the revised investing policy permits the Company to
make distributions to Shareholders as and when the appropriate
situations arise following the realisation of its investee
companies.
It was agreed to return cash to Shareholders in an amount of
GBP50.1 million in May 2010 and GBP14.3 million in September 2012,
by way of a reduction of the Company's Share Capital (the Returned
Capital). The Returned Capital was distributed to Shareholders on
28 May 2010 and 19 September 2012 respectively.
13. Distributable reserve
2013 2012
GBP '000 GBP '000
--------------------------------------------- -------- --------
Balance at the beginning and end of the year 70,663 70,663
--------------------------------------------- -------- --------
14. Net Asset Value per Share
No. of Shares Pence
------------------ ------------- -----
31 March 2013
Ordinary Shares
Basic and diluted 143,168,463 19.27
------------------ ------------- -----
31 March 2012
Ordinary Shares
Basic and diluted 143,168,463 23.50
------------------ ------------- -----
15. Financial risk factors
The investment strategy of the Company is to make equity, debt
or convertible investments in a broad range of growth companies
within the media sector, with a view to achieving a balanced
portfolio covering a number of subsectors and which is varied in
terms of size and risk profile. Consistent with that objective, the
Company's financial instruments mainly comprise of investments in
unlisted companies. The Company will continue to make investments
only in existing investee companies. In addition the Company holds
cash and cash equivalents as well as having trade and other
receivables and trade and other creditors that arise directly from
its operations.
The main risks arising from the Company's financial instruments
are country and currency risk, liquidity risk, credit risk, market
risk, interest rate risk and concentration risk.
Country and currency risk
In January 2012 the Financial Reporting Council issued an update
to directors of listed companies entitled "Responding to increased
country and currency risk in financial reports". The update aimed
to draw directors' attention to some of the more significant issues
they may need to consider in order to provide a balanced and
understandable assessment of the Company's position and prospects
in the context of increased country and currency risk in financial
reports to Shareholders.
The Directors and the Manager actively manage the Company's
portfolio of investments and assets, exposures, performance and
market data and reposition investments to remain in line with the
investment policy and risk appetite of the Company and its
Shareholders.
Where deemed necessary, the Company covers any currency exposure
with specific currency instruments such as forward contracts. As
far as possible, the Company makes use of hedging of currency by
receiving cash in the foreign currency and making associated
payments in the foreign currency.
The majority of the Company's transactions are in Pound
Sterling, but there may also be transactions from time to time that
are in other currencies such as the Euro and Australian
Dollars.
No impairment provision has been made against assets or
liabilities of the Company as the Directors believe the risk of
material loss as a result of country and currency exposure is
minimal.
Liquidity risk
The Company had yet to invest a proportion of the funds raised
from its listing, and as a result made a capital distribution to
its Shareholders on 28 May 2010 and 19 September 2012. The cash and
cash equivalents, at 31 March 2013 and following these capital
distributions, are placed with financial institutions on a range of
terms, from call to three months' notice.
The following table details the liquidity analysis for financial
liabilities at 31 March 2013:
Less than 1 to 3
1 month months 3 months to 1 year Greater than 1 year Total
GBP '000 GBP '000 GBP '000 GBP '000 GBP '000
-------------------------- ---------- --------- ------------------- -------------------- ---------
2013
Trade and other payables 70 - 66 - 136
---------- --------- ------------------- -------------------- ---------
70 - 66 - 136
---------- --------- ------------------- -------------------- ---------
2012
Trade and other payables 74 11 84 - 169
74 11 84 - 169
---------- --------- ------------------- -------------------- ---------
Credit risk
The Company is exposed to credit risk in respect of its cash and
cash equivalents, arising from possible default of the relevant
counterparty, with a maximum exposure equal to the carrying value
of those assets. The credit risk on liquid funds is limited because
the counterparties are banks with high credit-ratings assigned by
international credit-rating agencies. The Company monitors the
placement of cash balances on an ongoing basis.
The Company is also exposed to credit risk in respect of the
loans granted to its investments, with a maximum exposure equal to
the value of the loans advanced.
The Group is exposed to credit risk in respect of its trade
receivables, accrued income and other receivables balances, with a
maximum exposure equal to the carrying value of those assets. Trade
and other receivables are carried at estimated recoverable value
after providing against debtors where collection is considered to
be doubtful. In the current year the Group has provided for any
amounts receivable which have exceeded normal payment terms and
where there is an expectation that the amounts may not be
recoverable. The Company also recognises that the quality of debt
varies considerably across the investee companies and that
management regularly review the receivable balances.
Market risk
Market risk arises principally from uncertainty concerning
future values of financial instruments used in the Company's
operations. It represents the potential loss the Company might
suffer through holding interests in unquoted private companies
whose value may fluctuate and which may be difficult to value
and/or to realise. The Company seeks to mitigate such risk by
assessing such risks as part of the due diligence process related
to all potential investments, and by establishing a clear exit
strategy for all potential investments.
At the reporting date, if the inputs to the investment valuation
model had been 10 per cent. higher/lower while all other variables
were held constant, the net profit/loss would increase/decrease by
GBP1,901k (2012: increase/decrease by GBP2,711k) for the Company.
The most significant variables in the investment valuation are the
forecast income of the investee companies and the comparable
multiples.
Interest rate risk
The Group is subject to risks associated with changes in
interest rates in respect of interest earned on its cash and cash
equivalents balances. The Group seeks to mitigate this risk by
monitoring the placement of cash balances on an ongoing basis in
order to maximise the interest rates obtained.
Greater
Less than 1 to 3 3 months than 1
1 month months to 1 year year Total
GBP '000 GBP '000 GBP '000 GBP '000 GBP '000
--------------------------- ---------- --------- ----------- --------- ---------
2013
Assets
Non-interest bearing 24 - 9 19,006 19,039
Floating rate instruments 8,689 - - - 8,689
---------- --------- ----------- --------- ---------
Total assets 8,713 - 9 19,006 27,728
---------- --------- ----------- --------- ---------
Liabilities
Non-interest bearing 70 - 66 - 136
---------- --------- ----------- --------- ---------
Total liabilities 70 - 66 - 136
---------- --------- ----------- --------- ---------
Greater
Less than 1 to 3 3 months than 1
1 month months to 1 year year Total
GBP '000 GBP '000 GBP '000 GBP '000 GBP '000
--------------------------- ---------- --------- ----------- --------- ---------
2012
Assets
Non-interest bearing 81 115 138 27,110 27,444
Floating rate instruments 6,370 - - - 6,370
---------- --------- ----------- --------- ---------
Total assets 6,451 115 138 27,110 33,814
---------- --------- ----------- --------- ---------
Liabilities
Non-interest bearing 74 11 84 - 169
---------- --------- ----------- --------- ---------
Total liabilities 74 11 84 - 169
---------- --------- ----------- --------- ---------
The following table illustrates the sensitivity of the
profit/(loss) on ordinary activities for the year before taxation
and total equity to a change in interest rates of 50 basis points,
with effect from the beginning of the year. These changes are
considered to be reasonably possible based on observation of
current market conditions. The calculations are based on the
Company's cash and cash equivalent balances held at each year end
date. All other variables are held constant. The Company's third
party loans are at fixed interest rates, thus any change in
interest rates will not affect profit.
2013 2012
GBP '000 GBP '000
----------------------------- --------- ---------
+/- 50 basis points
Profit/(loss) on ordinary
activities before taxation 43 32
Total equity 43 32
----------------------------- --------- ---------
Concentration risk
The Company is exposed to concentration risk in respect of its
investments in subsidiaries and financial assets at fair value
through profit or loss, as these investments are all in the media
sector. The maximum exposure is equal to the carrying value of
those assets. The Company seeks to mitigate this risk by investing
in a range of subsectors within the media sector. To date the
Company has invested in the publishing, content, distribution,
internet/new media, live events and marketing services sub
sectors.
Capital risk management
The capital structure of the Company consists of the proceeds
raised from the issue of Ordinary Shares.
The Manager manages the capital of the Company in accordance
with the discount management and borrowing policy provisions of the
Admissions document. The discount management provisions give the
Company the ability to buy back Ordinary Shares in the market, if
they are trading at a discount to the prevailing NAV, and they
believe it to be in the Shareholders' interests. Under the
borrowing policy provisions, the Company has the ability to borrow
up to 25 per cent. of its NAV. The Company is yet to make any
borrowings.
16. Related party transactions
a. The Company appointed Ingenious Ventures to provide
investment management services. Ingenious Ventures was a trading
division of Ingenious Asset Management Limited up to 5 April 2012
after which it became a trading division of Ingenious Capital
Management Limited. Patrick McKenna is a director of Ingenious
Asset Management Limited and Ingenious Capital Management Limited
which are both subsidiaries within the Ingenious Group, which is
controlled by Patrick McKenna. William Simpson is also a
non-executive director of Ingenious Asset Management International
Limited (IAMI) and FP Holdings Limited, both Guernsey registered
companies within the Ingenious Group. Ogier, of which William
Simpson is a partner, has provided legal advice to the Company
during the year.
The Company has incurred a management fee of GBP228,544 of which
GBP12,472 was still outstanding at the year end.
At the Extraordinary General Meeting on 12 May 2010, the terms
of the Manager's Investment Management Agreement with the Company
were varied, reducing the Manager's fee to 1.25 per cent. of the
Company's NAV minus the cash held by the Company, payable monthly
in arrears. If the Company were to be unable to pay fees owing to
the Manager due to having insufficient cash, the Manager has agreed
to defer such payments until such time as the Company has
sufficient cash following the realisation of investee
companies.
The Board approved a deed of novation which, with effect from 6
April 2012, novated the Management Agreement so that Ingenious
Capital Management Limited replaced Ingenious Asset Management
Limited as Manager to the Company. Ingenious Capital Management
Limited, trading as Ingenious Ventures, undertakes the same duties
as Ingenious Asset Management Limited and, save for the change of
name of the Manager, there are no other changes to the terms of the
Management Agreement. The reason for this change was to effect an
administrative reorganisation within the Ingenious Group.
b. Ingenious Ventures provides administrative support to the
Company which is outside the scope of the Investment Management
Agreement. The recharge is made at cost and has been approved by
the Board at a value of GBP171,000 for the year (2012: GBP171,000).
Ingenious Ventures invoices for this quarterly in arrears.
Ingenious Asset Management Limited is a subsidiary within the
Ingenious Group which is controlled by Patrick McKenna.
c. Serena Tremlett is the Managing Director of Morgan Sharpe
Administration Limited which receives fees for providing
secretarial and administrative services to the Company. Morgan
Sharpe has invoiced IMAC GBP72,577 for the current year (2012:
GBP72,464) in fees for company secretarial and administration
services. At 31 March 2013, no fees were unpaid (31 March 2012:
GBPNil).
d. William Simpson is a partner of Ogier which may receive fees
for providing legal advice and other services to the Company from
time to time. In the current year, fees of GBP10,127 (31 March
2012: GBP3,348) have been invoiced by Ogier for legal advice. At 31
March 2013, no fees were unpaid (31 March 2013: GBPNil).
e. The Company has delegated discretionary treasury management
responsibilities to IAMI, a company of which William Simpson is a
non-executive director, to manage the uninvested funds of the
Company. As at 31 March 2013, IAMI held GBP6,693,952 (31 March
2012: GBP6,313,000) on behalf of the Company. IAMI is a subsidiary
within the Ingenious Group, which is controlled by Patrick McKenna.
The fees for the services provided by IAMI to the Company are met
by Ingenious Ventures.
f. IAMI has further delegated its treasury management
responsibilities to Ingenious Asset Management Limited which is a
subsidiary within the Ingenious Group, which is controlled by
Patrick McKenna.
g. Some subsidiaries of IMAC appointed Ingenious Corporate
Finance Limited (ICF), a company of which Patrick McKenna is a
director, to provide corporate finance services. All such
appointments were approved by the Board members of the Company who
are independent of the Manager. ICF is a wholly-owned subsidiary
within the Ingenious Group, which is controlled by Patrick
McKenna.
During the year, the Group carried out a number of transactions
with the above mentioned related parties in the normal course of
business and on an arm's length basis as listed in the table
below.
Expenditure paid Amounts due
------------------ ------------------
2013 2012 2013 2012
GBP '000 GBP '000 GBP '000 GBP '000
--------------------------------------- -------- -------- -------- --------
Ingenious Ventures
- Investment management
fee a 244 346 12 27
- Administrative support b 171 171 43 43
Morgan Sharpe Administration
Limited
- Company secretarial, administration
and
accounting c 72 72 - -
Ogier Group Limited Partnership
- Legal advice d 10 3 - -
Ingenious Corporate Finance
Limited
- Corporate finance advice g - - - -
Transactions between related parties
The arrangements detailed at notes a to c below between related
parties of the Company were agreed in the period from 2001 to 2004,
prior to IMAC acquiring its 90 per cent. shareholding in IVLP in
2008. IVLP held the Company's interest in Cream Holdings Limited of
which its entire shareholding was disposed of in May 2012 and April
2013. At the time that this arrangement was entered into the
entities were not related to the Company.
a. Patrick McKenna was a director of Cream Holdings Limited
until 9 May 2012 and received a salary of GBP10,000 per annum and a
consultancy fee of GBP110,000 per annum.
b. Ingenious Media Consulting Limited, a subsidiary within the
Ingenious Group, which is controlled by Patrick McKenna, received a
fee of GBP120,000 per annum for the provision of finance director
and financial controller support to Cream Holdings Limited until
August 2012.
c. Ingenious Media Consulting Limited and Ingenious Capital
Management Limited, both subsidiaries within the Ingenious Group,
which is controlled by Patrick McKenna, received GBP200,000 each
from Cream Holdings Limited as termination fee upon the sale of
Cream to Ticketmaster Europe Holdco Limited, a subsidiary of Live
Nation Entertainment Inc., a company incorporated in the United
States of America.
17. Events after 31 March 2013
On 12 June 2013, the Company sold its entire shareholding in
Digital Rights Group Limited to Modern Times Group for a cash
consideration of GBP12.4 million, in line with the Company's
investment policy.
SHAREHOLDER INFORMATION
1. Share price
All of the issued Shares have been admitted to trading on AIM.
Share price information can be obtained from many financial
websites including www.londonstockexchange.com
2. Share trading
Shares can be bought and sold in the same way as any other AIM
admitted company via a stockbroker. The primary market maker for
the Shares is Beaumont Cornish Limited.
Selling your Shares may have tax consequences. You should
contact your financial adviser if you are in any doubt as to such
potential consequences.
3. Change of Shareholder address
Communications with Shareholders are sent to the registered
address held on the register of members. In the event of a change
of address or any other relevant amendments, please notify the
Company's registrar, Capita Registrars, under the signature of the
registered holder of the Shares in question.
4. Investor relations
The Company and the Manager are committed to maintaining
excellent investor relations. If you have any questions about the
Company's progress please contact:
IMAC
Patrick McKenna/Patrick Bradley 020 7319 4000
Beaumont Cornish Limited
(Nominated Adviser and Broker)
Michael Cornish 020 7628 3396
Powerscourt Group
Justin Griffiths 020 7250 1446
A copy of this announcement is available from the Company's
website, www.imaclimited.com
The Report and Accounts will be posted to shareholders
shortly.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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