Certain information contained within
this Announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this Announcement, this information is now
considered to be in the public domain.
Jaywing plc
("Jaywing" or the
"Company")
Board changes, Trading Update and
Conclusion of the Strategic Review
Board
Changes
Jaywing plc ("Jaywing", "the Company")
announces the following changes to its Board of Directors. Andrew
Fryatt, Chief Executive, has resigned and will step down from the
Board with immediate effect. Christopher Hughes the Company's CFO
will expand his role to include operations as a combined COO and
CFO, and he will join the Board with immediate effect. The Company has strong divisional leaders in the UK and
Australia who will continue in their respective roles supported by
the Board and Chris in his new and broader role.
David Beck joined the Board in April. In light
of his relevant industry experience the Board has asked David to
serve as Executive Chairman with immediate effect and take over the
Chairmanship from Ian Robinson, who will remain on the Board as a
Non- Executive Director.
Trading Update
Despite difficult market conditions in the year
just ended the Company will report flat YoY revenue in FY24 on a
constant currency basis, down slightly in real terms. The Australia
division had a strong year with revenue growth of close to 30% in
local currency. The financial year to 31 March 2024 ended with the
winning of a number of major pieces of work across the UK and
Australia including a significant piece of work in the UK from one
of our existing Australian clients. The benefit of these new
client wins, as well as the UK Agency cost reductions implemented
in FY24, is expected to be seen in the financial year ended
31 March 2025. Conversely our UK Consulting division which had been
trading very strongly for much of the last financial year reported
an unexpectedly weak last quarter as scheduled work with a major
customer did not materialise. This trend has continued in the
first quarter of the current year.
The shortfall in UK Consulting revenues pending
increased cash receipts from growing UK Agency revenues has
increased the strain on the Company's working capital. This,
combined with some additional one off costs of further reducing
ongoing operating expenses, means the Company intends to enter
discussions with its two lenders, DSC Investment
Holdings Limited and Lombard Odier Asset Management (Europe)
Limited*, both of which are represented on the Board,
regarding increasing the existing facility it has in place with
them.
Whilst market conditions remain tough it is
also true that the industry outlook is improving. We continue to
focus on demonstrating the efficacy of our data led offering and
are excited to see it resonating strongly with new and existing
customers. This is a people business and it is gratifying for all
involved to see their hard work and creative passion reflected in
positive customer engagement. We will continue to seek operating
efficiencies and opportunities for margin improvement and once we
have normalised our working capital we are cautiously optimistic
that our data science led client offerings, and the more
aligned cost base, will deliver significantly improved financial
results.
Conclusion of the Strategic
Review
On 4th March 2024 the Company
announced that, reflecting the Lenders desire to see the business
recapitalised, the Company would explore all strategic options,
including a possible sale of the Company. The very tough trading
conditions over the last 2-3 years have begun to ease somewhat and
the hard decisions on cost cutting taken by the Company, coupled
with increased business confidence, give us some cause for
optimism. Whilst it is too early to predict any sustained
recovery, the Board has concluded that seeking to crystallise value
through a sale of the Company at this time is not in the interests
of stakeholders. The Board will continue to focus on
maximising value for shareholders.
Accordingly, the Board has decided to terminate
the Strategic Review under the City Code on Takeovers and Mergers
(the "Takeover Code"). The Company is not in discussions with
any party in relation to a sale and is not in receipt of any
approaches. Accordingly, the Company is no longer in an offer
period and the requirement to make disclosures under Rule 8 of the
Takeover Code has now ceased.
Ian Robinson, Chairman, commented;
"Andrew has led the business through a
challenging period and the Board would like to thank him for his
contribution in his four years with the Group.
"After nearly three years with the Group
Christopher Hughes is ready to step up to the COO role, the three
CEO's of the Group's operating businesses will report to him. David
Beck is an experienced executive with both relevant industry
experience and a strong track record, he will focus on helping the
executive team to build and grow the business."
David Beck, commented;
"Whilst the Board will continue to benefit from
Ian Robinson's advice and guidance as a Non-Executive Director I
would like to thank him for his stewardship of the Group in his
period as Chairman. I look forward to working with the strong
management teams we have in place in all divisions to take the
business forward."
*acting in its capacity as
discretionary investment manager or sub-adviser for and on behalf
of certain funds and accounts managed by it and/or as agent of
Lombard Odier Asset Management (USA) Corp (LOAM USA) acting in its
capacity as discretionary investment manager for and on behalf of
certain funds and accounts managed by it ("Lombard
Odier").
Schedule 2(g)
disclosures
In accordance with Schedule 2(g) of the AIM
Rules for Companies, Christopher Hughes (aged 39) has confirmed
that he does not have any directorships/ partnerships to
disclose.
Christopher Hughes holds options over 1,200,000
ordinary shares in the Company, as announced on 13 April
2023.
There are no further disclosures to be made
under Schedule 2(g) of the AIM Rules for Companies.
-Ends-
For any further enquiries, please
contact:
For further information on the Company,
please visit www.jaywing.com or contact:
Jaywing
plc
David Beck (Chairman)
Christopher Hughes (Chief Financial Officer and
Company Secretary)
T: +44 (0)333 370 6500
SPARK Advisory
Partners Limited (Nominated and Financial
Adviser)
Matt Davis / James Keeshan
T: +44 (0) 20 3368 3552
Turner
Pope (Broker)
James Pope / Andy Thacker
T: +44 (0) 20 3657 0050